ADI PRE 14A

Analog Devices Inc (ADI)

PRE 14A 2025-01-13 For: 2025-01-13

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	Items of Business The 2025 Annual Meeting of Shareholders (Annual Meeting) of Analog Devices, Inc. (ADI) will be held at our offices located at 125 Summer Street, Boston, Massachusetts 02110, on Wednesday, March 12, 2025 at 9:00 a.m. local time. At the Annual Meeting, shareholders will consider and vote on the following matters: 1.To elect the 11 director nominees named in this Proxy Statement to our Board of Directors, each to serve for a term expiring at the next annual meeting of shareholders; 2.To approve, by a non-binding “say-on-pay” vote, the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables, and accompanying narrative disclosures in this Proxy Statement; 3.To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending November 1, 2025; and 4.To approve certain amendments to our Articles of Organization to lower the voting requirement for certain matters from a supermajority to a simple majority standard. The shareholders will also act on any other business that may properly come before the Annual Meeting. Our Board of Directors recommends that you vote FOR each director nominee included in Proposal 1 and FOR each of Proposals 2, 3, and 4. The full text of these proposals is set forth in this Proxy Statement. Please note that we are furnishing proxy materials and access to our Proxy Statement to our shareholders via our website instead of mailing printed copies to each of our shareholders. By doing so, we save costs and reduce our impact on the environment. Beginning on January 27, 2025, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials (Notice), which contains instructions on how to access our proxy materials and vote by proxy. The Notice also contains instructions on how each of our shareholders can receive a paper copy of our proxy materials, including this Proxy Statement, our 2024 Annual Report, and a form of proxy card or voting instruction form. All shareholders who do not receive the Notice, including shareholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically. Shareholders of record at the close of business on the record date of January 3, 2025 are entitled to vote at the Annual Meeting. Your vote is important no matter how many shares you own, and we encourage you to vote promptly whether or not you plan to attend the Annual Meeting. By Order of the Board of Directors,
DATE AND TIME Wednesday, March 12, 2025 9:00 a.m. local time PLACE 125 Summer Street Boston, MA 02110 RECORD DATE Friday, January 3, 2025
How to vote: Your vote is important VOTE BY PROXY: BY INTERNET Go to www.proxyvote.com You will need the 16-digit control number that appears on your proxy card or the Notice. BY TELEPHONE Call 1-800-690-6903 You will need the 16-digit control number that appears on your proxy card or the Notice. BY MAIL Mark, sign, date, and mail your proxy card or your voting instruction form. No postage is required if mailed in the United States. VOTE DURING THE ANNUAL MEETING: For details on voting your shares during the Annual Meeting, see Q&A About Annual Meeting and Voting on page 88.
		JANENE ASGEIRSSON Chief Legal Officer and Secretary January 27, 2025


	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on March 12, 2025: This Proxy Statement and the 2024 Annual Report are available for viewing, printing, and downloading at https://investor.analog.com/financial-info/annual-reports.


Proxy Summary		1
Board of Directors		8

	Proposal 1 — Election of Directors	8

Election Process		8
Director Criteria, Qualifications, and Experience		9
Director Biographies		12
Determination of Independence		18
Director Candidates		19
Corporate Governance		20

Board Policies and Practices		20
Board and Committee Structure		22
Oversight by Our Board		28
Other Governance Matters		34
Director Compensation		36

Annual Director Compensation		36
Fiscal Year 202 4 Director Compensation		37
Stock Ownership Guidelines for Non-Employee Directors		38
Equity Award Grant Date Policy for Non-Employee Directors		38
Management Team		39

Executive Compensation		42

	Proposal 2 — Advisory Approval of the Compensation of ADI’s Named Executive Officers	42

Compensation Discussion and Analysis		43
Compensation and Talent Committee Report		62
Compensation and Talent Committee Interlocks and Insider Participation		63
Compensation Tables		64
CEO Pay Ratio		75
Pay Versus Performance		76
Audit Matters		79


	Proposal 3 — Ratification of the Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for the Company’s Fiscal Year Endin g November 1, 2025	79

Overview		79
Independent Registered Public Accounting Firm Fees		80
Audit Committee’s Pre-Approval Policy and Procedures		81
Audit Committee Report		81
Beneficial Ownership of Common Stock		82

Security Ownership of Certain Beneficial Owners		82
Security Ownership of Directors and Executive Officers		83
Delinquent Section 16(a) Reports		84
Equity Award Program Description		84
Securities Authorized for Issuance under Equity Compensation Plans		86

	Proposal 4 — Approval of Amendments to our Articles of Organization	87

Q&A About Annual Meeting and Voting		88
Additional Information		92

Other Matters		92
Shareholder Proposals for Inclusion in Proxy Statement		92
Shareholder Director Nominations for Inclusion in Proxy Statement		92
Shareholder Proposals and Director Nominations Not Included in Proxy Statement		92
Householding of Annual Meeting Materials		93
Appendix A: Amended and Restated Articles of Organization		A-1
Appendix B : Reconciliation of GAAP Measures to Non-GAAP Measures		B-1
Helpful Resources


Filed by the Registrant ☑
Filed by a party other than the Registrant ☐


			VINCENT ROCHE Chief Executive Officer and Chair of the Board of Directors


			STEPHEN M. JENNINGS Lead Independent Director and Chair of the Nominating and Corporate Governance Committee


Web links throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement. The sum and/or computation of individual numerical amounts or percentages disclosed in this Proxy Statement may not equal the total due to rounding.			Forward-Looking Statements This Proxy Statement contains forward-looking statements regarding future events and our future results that are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995 and other safe harbors under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” “could” and “will,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections regarding our future financial performance and our long-term financial model, including future free cash flow return and capital strategy; our strategy; anticipated growth and trends in our industry, markets, and businesses; new or improved innovative solutions, products, and technologies, including those related to digital, software, artificial intelligence, and the Intelligent Edge; future investments in research and development; future supply chain capacity, efficiency, and resiliency, including statements related to our future hybrid manufacturing capabilities; the effects of business, economic, political, legal, and regulatory impacts or conflicts upon our global operations; recruiting or retaining our key personnel; changes to our compensation programs; our future liquidity, capital needs, and capital expenditures; our future market position, expected competitive changes in the marketplace, and changes in demand and supply for our products; the importance of our product offerings and technologies to our customers; our ability to pay dividends or repurchase stock; our ability to service our outstanding debt; our expected tax rate; environment, social, and governance related goals, commitments, and progress towards such goals and commitments; and other characterizations of future events or circumstances are forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: economic, political, legal, and regulatory uncertainty or conflicts; changes in demand for semiconductor products; manufacturing delays, product and raw materials availability, and supply chain disruptions; from the diversion of products from our authorized distribution channels; changes in export classifications, import and export regulations, or duties and tariffs; our development of technologies and research and development investments; our future liquidity, capital needs, and capital expenditures; our ability to compete successfully in the markets in which we operate; our ability to recruit and retain key personnel; risks related to acquisitions or other strategic transactions; security breaches or other cyber incidents; risks related to the use of artificial intelligence in our business operations, products, and services; adverse results in litigation matters; reputational damage; changes in our estimates of our expected tax rates based on current tax law; risks related to our indebtedness; the discretion of our Board of Directors to declare dividends and our ability to pay dividends in the future; factors impacting our ability to repurchase shares; and uncertainty as to the long-term value of our common stock. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our filings with the Securities and Exchange Commission (SEC), including the risk factors contained in our most recent Annual Report on Form 10-K. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except as required by law, we do not undertake any obligation to update forward-looking statements made by us to reflect subsequent events or circumstances.


Founded:			1965
Headquarters:			Wilmington, MA
Employees:			~24,000
Office Locations:			31 Countries Worldwide sales, field applications, product development, design, service, and technical support
Products:			75,000+ SKUs
Customers:			125,000+
Publicly Listed – Nasdaq:			ADI
Design Centers:			70+
Global Manufacturing:			United States (Massachusetts, Oregon, Washington) \| Ireland \| Philippines \| Malaysia \| Thailand


>$21B	10%	>450%
Cash Returned to Shareholders Over the Last 10 Years	10-Year Dividend CAGR	10-Year Total Shareholder Return



Executive Short-Term Variable Cash Incentive			Commencing in fiscal year 2025, we implemented the following changes: uDecreased the maximum payout factor from 3.0x to 2.5x, while keeping targets consistent year-over-year in accordance with our long-term strategy and financial model uMoved to an annual assessment and payout


Long-Term Incentive Program			uCommencing with fiscal year 2024 grants, we moved to a cumulative three-year target for our Financial Metric PRSUs, strengthening our commitment to focus on long-term performance


DIRECTOR NOMINEE AGE	INDEPENDENT DIRECTOR NOMINEE TENURE	DIRECTOR NOMINEE DIVERSITY

Average Age: 66 years Median Age: 64 years	Average Independent Director Nominee Tenure: 3.6 years



What’s New We periodically review our corporate governance policies and practices and compare them to those suggested by various authorities in corporate governance and the practices of other public companies. We believe that good corporate governance is important to ensure that ADI is managed for the long-term benefit of our shareholders. Updated items include: uContinued to expand the capabilities of the Board of Directors by adding Andrea F. Wainer, who brings deep expertise leading innovative businesses in the diagnostics and pharmaceutical industries to our Board of Directors uOur Board of Directors adopted resolutions approving and declaring the advisability of adopting amendments to our Articles of Organization to lower the voting requirement for the approval of certain matters from a supermajority to a simple majority voting standard uOur Board of Directors amended our Bylaws to allow shareholders holding 25% of our outstanding shares for at least one year to call a special meeting, reducing the previous 80% threshold, which the Board of Directors believes strikes an appropriate balance between enhancing our shareholders’ ability to act on matters important to them and protecting against the risk that a small number of shareholders whose interests may not be shared by a broad base of shareholders could trigger a special meeting, resulting in financial expenses and disruption to our business uCommitted to including in each search for new directors qualified candidates who reflect diversity of experience, skills, and industry familiarity, as well as gender, racial, ethnic, sexual orientation, and geographic diversity uSpecifically designated oversight of climate matters to the Nominating and Corporate Governance Committee


Proposal	Items of Business	Board Recommendation	Page Reference

1	Election of 11 Directors uOur Board of Directors and Nominating and Corporate Governance Committee are committed to ensuring that our Board of Directors is composed of a highly capable group of directors who collectively span a broad range of leadership skills and provide a significant breadth of experience, knowledge, and abilities, relevant to ADI’s strategic vision, long-term objectives, and business activities to effectively represent the interests of shareholders, drive shareholder value, exercise sound judgment, and reflect our corporate values of integrity, honesty, and adherence to high ethical standards	FOR each director nominee	8


2	Advisory Approval of the Compensation of our Named Executive Officers uOur executive compensation programs are designed to align pay outcomes with company performance, taking into account shareholder feedback and interests. The compensation paid to our named executive officers in 2024 was designed to drive continued successful operational and financial performance and to attract, motivate, reward, and retain top executive talent	FOR	42


3	Ratification of the Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for our Fiscal Year Ending November 1, 2025 uErnst & Young LLP is an independent auditing firm with the required knowledge and experience to effectively audit our financial statements. Audit and non-audit services are pre-approved by the Audit Committee	FOR	79


4	Approval of Amendments to our Articles of Organization uOur Board of Directors has determined, subject to shareholder approval, to amend our Articles of Organization to provide that each matter for which Massachusetts corporate law provides a default supermajority voting standard will be decided by a simple majority standard	FOR	87


Name			Position(s) with ADI
Vincent Roche			Chief Executive Officer and Chair of the Board of Directors
Stephen M. Jennings			Lead Independent Director
André Andonian			Director
Edward H. Frank			Director
Laurie H. Glimcher			Director
Karen M. Golz			Director
Peter B. Henry			Director
Mercedes Johnson			Director
Ray Stata			Director
Andrea F. Wainer			Director
Susie Wee			Director




Laurie H. Glimcher	Mercedes Johnson	André Andonian	Stephen M. Jennings	Peter B. Henry	Andrea F. Wainer
2020	2021	2022	2023	2023	2025


			Executive Leadership: Experienced executive-level leadership of complex global businesses			6/11
			Industry: Insight into key issues affecting ADI			9/11
			Innovation and Emerging Technologies: Expertise and thought leadership relating to artificial intelligence or technological innovation in our industry and our end markets			10/11
			Corporate Governance, Public Company Board: Knowledge of public company governance issues and policies to enhance Board practices			8/11
			Financial, Accounting, Auditing: Experience preparing financial statements and capital market expertise			3/11
			International: Insight into the many factors involved in overseeing management of ADI's global business			8/11
			Large Scale Operations, Manufacturing: Experience with and understanding of large scale operational processes or manufacturing operations			8/11
			Government Affairs, Public Policy: Expertise handling government affairs and public policy matters			3/11
			Strategy: Experience in the development and implementation of strategic priorities			11/11
			Risk Management, Regulatory, Compliance: Insight into risks facing ADI and a comprehensive approach to risk management			2/11
			Cybersecurity, Information Systems: Experience overseeing cybersecurity programs or possessing a deep understanding of cyber threats to organizations			3/11
			Mergers and Acquisitions: Experience evaluating strategic transactions			5/11
			ESG (Including Sustainability, Human Capital, Human Rights, and Diversity): Knowledge of ESG topics impacting ADI			5/11


	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	5	7	-	-
Part II: Demographic Background
African American or Black	-	1	-	-
Alaskan Native or Native American	-	-	-	-
Asian	1	-	-	-
Hispanic or Latinx	1	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	3	6	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-	-	-	-
Did Not Disclose Demographic Background	-	-	-	-



PROPOSAL 1 Election of Directors Our Board of Directors unanimously recommends that you vote FOR the election of each of the below director nominees.



Recommendation			In considering whether to recommend any candidate for inclusion in the Board of Directors’ slate of recommended director nominees, including candidates recommended by shareholders, the Nominating and Corporate Governance Committee will apply the criteria set forth in our Corporate Governance Guidelines. These criteria include the candidate’s integrity, business acumen, experience, commitment, and diligence; the presence of any conflicts of interest; and the ability of the candidate to act in the interests of all shareholders.


Diversity			The Nominating and Corporate Governance Committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation, and backgrounds. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. ADI believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge, and abilities that will allow our Board of Directors to fulfill its responsibilities. While we do not have a policy regarding diversity of our Board members, the Corporate Governance Guidelines and Nominating and Corporate Governance Committee Charter provide that gender, racial, ethnic, sexual orientation, and geographic diversity are important search criteria, in addition to relevant experience, skills, and industry familiarity. Consistent with this philosophy, we are committed to including in each search qualified candidates who reflect such diversity. Effective application of these criteria is reflected in the diverse composition of our Board of Directors.


Evaluation			The process followed by the Nominating and Corporate Governance Committee to identify and evaluate candidates includes requests to members of our Board of Directors and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board of Directors. From time to time, the Nominating and Corporate Governance Committee may also seek input from director search firms for identification and evaluation of candidates. Assuming that appropriate biographical and background material is provided for candidates recommended by shareholders on a timely basis, the Nominating and Corporate Governance Committee will evaluate director candidates recommended by shareholders by following the same process, and applying the same criteria, as it follows for director candidates submitted by members of our Board of Directors. Ms. Wainer was referred to us by a director search firm and, upon the recommendation of the Nominating and Corporate Governance Committee, was appointed to our Board of Directors effective January 9, 2025, and is included in the slate of director nominees nominated by the Board of Directors for election as a director at the Annual Meeting.


Good governance requires transparent communication and alignment between ADI’s Board of Directors and ADI’s investors. We do not take our shareholders’ trust for granted. We regularly reach out to solicit investor feedback on our policies and practices, and consider and act on that feedback. We look forward to continuing to earn your trust in 2025 and beyond.						JANENE ASGEIRSSON Chief Legal Officer and Secretary


Policy/Practice			Summary

Corporate Governance Guidelines			Our Board of Directors has adopted Corporate Governance Guidelines for ADI that establish a common set of expectations to assist our Board of Directors and its committees in performing their duties. Our Board of Directors reviews these guidelines at least annually and updates them as necessary to reflect changing regulatory requirements and evolving practices.


Declassified Board of Directors			Our Bylaws provide that each director will serve for a term ending on the date of the annual meeting following the one at which such director was elected.


Majority Voting for Election of Directors			Our Bylaws provide for a majority voting standard in uncontested director elections, so a director nominee is elected to our Board of Directors if the votes “for” that director exceed the votes “against” (with abstentions and broker non-votes not counted as for or against the election). If a director nominee does not receive more for votes than against votes, the director must offer his or her resignation, which our Board of Directors must determine whether to accept, and we will publicly disclose the results of such determination.


Director Overboarding			So that each director is able to devote adequate time to their duties to ADI, our Corporate Governance Guidelines provide that our directors shall not serve on the board of directors of more than three other public companies. All of our director nominees are in compliance with this requirement.


Executive Sessions			At least twice per year, our Board of Directors holds executive sessions with our independent, non-employee directors, as defined under the Nasdaq Rules. Our Lead Independent Director, Mr. Jennings, presides at these independent director executive sessions. In addition, the committees of our Board of Directors regularly hold executive sessions without management present and with their advisors.


No Hedging and No Pledging Policy			We prohibit all hedging transactions or short sales involving ADI securities by our directors and employees, including our executive officers. Since January 2013, we have prohibited our directors and executive officers from holding any ADI securities in a margin account, and from any future pledging of their ADI securities as collateral for a loan.


Equity Award Grant Date Policy			We do not time or select the grant dates of any stock options or stock-based awards in coordination with our release of material non-public information, nor do we have any program, plan, or practice to do so. In addition, our Compensation and Talent Committee has adopted specific written policies regarding the grant dates of equity awards made to our directors, executive officers, and employees. See Director Compensation and Executive Compensation—Equity Award Grant Date Policy below for more information.


Policy/Practice			Summary

Executive Stock Ownership Guidelines			Under our guidelines, the target stock ownership levels are five times annual base salary for the CEO and three times annual base salary for other executive officers and any Senior Vice President reporting to the CEO (the Leadership Team). The CEO has four years from the date of his appointment as CEO to achieve his targeted level. Members of the Leadership Team other than the CEO have five years from the date he or she becomes part of the Leadership Team to achieve their targeted level. Shares subject to unexercised options, whether or not vested, and unvested performance-based restricted stock units (PRSUs) whose performance have not yet been certified by the Compensation and Talent Committee will not be counted for purposes of satisfying these guidelines. Restricted stock units (RSUs), restricted stock (whether or not vested), and unvested PRSUs whose performance has been certified by the Compensation and Talent Committee are counted for purposes of satisfying these guidelines. All members of the Leadership Team as of November 2, 2024 were in compliance with our stock ownership guidelines.


Compensation Recovery Policy			Our compensation recovery policy provides that in the event of an accounting restatement due to the material noncompliance of ADI with any financial reporting requirement under the U.S. federal securities laws, the company will recover from our CEO and other officers (as defined in Rule 16a-1(f) under the Securities and Exchange Act of 1934, as amended (Exchange Act)), the excess of the amount of incentive-based compensation received by such officer during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts.


Proxy Access Right			Our Bylaws allow shareholders that meet standard eligibility requirements to nominate and include in our proxy statement director candidates for election.


Code of Business Conduct and Ethics			We have a Code of Business Conduct and Ethics, which details our commitment to conducting business ethically, in compliance with the law, and in a way that reflects our deeper values. Our Code of Business Conduct and Ethics details our commitment to safeguarding personal data, explains our whistleblower reporting process, and is designed to be consistent with best practices. Our Code of Business Conduct and Ethics provides transparency on our enhanced whistleblower process. Specifically, we affirm our commitment to a consistent and transparent review process, prompt and thorough investigations, assignment of neutral investigators, communication about investigation outcomes, and implementation of appropriate corrective actions.


Code of Corporate Social Responsibility			Our Code of Corporate Social Responsibility details ADI’s policies for itself and its suppliers in the areas of labor and human rights, health and safety, environment, ethics, management systems, and data privacy.


Director Education			We encourage our directors to attend director education programs and provide educational opportunities to our directors through a variety of platforms. We reimburse the costs of attending such programs. We also provide members of our Board of Directors a membership to the NACD. Further, we include educational topics regularly at our scheduled Board of Directors’ meetings. During such sessions, an outside party presents on a topic that is relevant to our business and strategic objectives and of interest to our Board of Directors.



In accordance with best practices to ensure independent leadership, the Lead Independent Director has significant responsibilities, including: uLeading executive sessions of the independent directors or other meetings at which the Chair is not present; uCalling meetings of the independent directors; uCoordinating with the Chair to call Board of Directors’ meetings; uIn consultation with the Chair and Chief Legal Officer, overseeing the annual Board of Directors’ evaluation process; uServing as a liaison between the Chair and the independent directors, as needed; uCoordinating with the Chair to set and approve the Board of Directors’ meeting schedule and agendas to assure sufficient time for discussion of all agenda items; uDetermining the appropriate materials to be provided to the Board of Directors; uServing as the focal point for shareholder communications with the independent directors and requests for consultation addressed to independent members of the Board of Directors; uRetaining outside professionals on behalf of our Board of Directors as our Board of Directors may determine is necessary or appropriate; and uSuch other functions as our Board of Directors may direct from time to time.



Audit Committee Members Karen M. Golz (Chair) Peter B. Henry Mercedes Johnson Meetings in 2024: 9			PRINCIPAL RESPONSIBILITIES The primary purpose of the Audit Committee is to assist our Board of Directors’ oversight of: uThe integrity of our financial statements, including regulatory requirements to the extent they pertain to financial matters; uThe qualifications and independence of our independent registered public accounting firm; uThe performance of our internal audit function and independent registered public accounting firm; uThe process relating to internal enterprise risk management, control systems, and review of related person transactions; uOur capital allocation and structure, including potential issuance of debt and equity securities, credit agreements, letters of credit, guarantees and other financial instruments, investment policy, dividends, stock splits, and stock repurchases; uOur significant risks or exposures; uOur cybersecurity and information security programs, practices, and risk mitigation efforts; uLegal, compliance, and regulatory matters that could have a significant impact on our financial statements; and uOur financial outlook and plans for financing our working and long-term capital requirements. Our Board of Directors has determined that each of Mses. Golz and Johnson qualifies as an “audit committee financial expert” under the rules of the SEC, and that each of Mses. Golz and Johnson and Dr. Henry is independent as defined under the Nasdaq Rules and the independence requirements under Rule 10A-3(b)(1) of the Exchange Act. In addition, our Board of Directors has determined that each member of the Audit Committee is able to read and understand financial statements, including ADI’s consolidated balance sheet and its consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows, and related notes as required under the Nasdaq Rules. Our Board of Directors has certified that it has at least one member of the Audit Committee who has past employment experience in finance or accounting as required by the Nasdaq Rules. The responsibilities of our Audit Committee and its activities during fiscal year 2024 are described in the Report of the Audit Committee in the Audit Matters section of this Proxy Statement.



Compensation and Talent Committee Members Edward H. Frank (Chair) André Andonian Laurie H. Glimcher Meetings in 2024: 6			PRINCIPAL RESPONSIBILITIES The primary responsibilities of the Compensation and Talent Committee are to: uEvaluate and set the compensation of our CEO and Leadership Team; uMake recommendations to our Board of Directors regarding the compensation of our directors; uReview, and make recommendations to our Board of Directors with respect to, incentive compensation plans and equity-based plans, and exercise all rights, authority, and functions with respect to such plans; uOversee our policies, strategies, and programs relating to human capital management, including those with respect to diversity equity, and inclusion, talent recruitment and retention, employee engagement, pay equity practices, workplace health and safety and cultural initiatives; uOversee management of the risks associated with our compensation practices and policies; and uOversee the evaluation and succession planning and development programs for senior executives. Our Board of Directors has determined that each of Drs. Frank and Glimcher, and Mr. Andonian is independent as defined under the Nasdaq Rules and the independence requirements under Rule 10C-1 of the Exchange Act.



Nominating and Corporate Governance Committee Members Stephen M. Jennings (Chair) James A. Champy(1) Andrea F. Wainer(2) Susie Wee Meetings in 2024: 5			PRINCIPAL RESPONSIBILITIES The primary responsibilities of the Nominating and Corporate Governance Committee are to: uIdentify individuals qualified to become members of our Board of Directors consistent with criteria approved by the Board of Directors; uRecommend to the Board of Directors the persons to be nominated by the Board of Directors for election as directors at any meeting of shareholders and the persons to be appointed by the Board of Directors to fill any vacancies on the Board of Directors; uIn connection with Board of Director succession and refreshment practices, review with the Board of Directors, on an annual basis, the requisite skills and criteria for new directors as well as the composition of the Board of Directors as a whole; uRecommend to the Board of Directors the directors to be appointed to each committee of the Board of Directors; uDevelop and recommend to the Board of Directors a set of corporate governance principles; uOversee the evaluation, background, vetting, orientation, and training of the members of the Board of Directors; uOversee our Code of Business Conduct and Ethics; uOversee and periodically review our ESG programs, practices, and reporting, including issues of significance related to climate, sustainability, and social and governance activities; uOversee and periodically review policies and practices in connection with governmental relations, public policy, and related expenditures; and uOversee risks associated with its areas of responsibility. Our Board of Directors has determined that each of Messrs. Jennings and Champy, Ms. Wainer, and Dr. Wee is independent as defined under the Nasdaq Rules.



Corporate Development Committee Members Edward H. Frank (Chair) André Andonian Peter B. Henry Meetings in 2024: 5			PRINCIPAL RESPONSIBILITIES The primary responsibility of the Corporate Development Committee is to assist the Board of Directors in evaluating strategic transactions and investments, including reviewing: uSignificant strategic plans, transactions, and investments, including mergers, acquisitions, and divestitures; and uThe results, performance, and financial impact of material transactions. All matters approved by the Corporate Development Committee are recommended to and also must be approved by our Board of Directors.


		What We Discussed

	During fiscal year 2024, as part of our annual outreach program, we reached out to shareholders that collectively represented over 57% of our total shares outstanding and proxy advisory firms with an invitation to have discussions with their corporate governance teams.	Topics covered in these meetings included: uExecutive compensation, including our short-term variable cash incentive program and design of our equity awards uCorporate governance matters, including Board structure and refreshment uOther ESG topics, including resiliency, climate, value chain management, human rights, risk management, sustainability programs, diversity, equity, and inclusion, and human capital management


	Shareholders representing over 36% of our total shares outstanding (up from approximately 33% in fiscal year 2023) and proxy advisory firms accepted our engagement invitation.


	Our Lead Independent Director or the Chair of our Compensation and Talent Committee participated in meetings with shareholders representing over 25% of our total shares outstanding and in meetings with proxy advisory firms.


These meetings included members of our legal, ESG, compensation, human relations, and investor relations organizations.


What We Heard		What We Did
Topic	Feedback	Action
EXECUTIVE COMPENSATION

Design of Program Generally	uShareholders were generally supportive of the overall design and framework of our executive compensation programs and recommended that we continue to tie compensation to challenging performance goals.	uDid not make significant changes to overall design and framework of our executive compensation programs, however we addressed certain elements of our executive short-term variable cash incentive program and the design of our long-term equity incentives as described below.

Executive Short-Term Variable Cash Incentive Program	uWhile shareholders were generally supportive of our rigorous goals, some noted that the maximum payout factor under our executive short-term variable cash incentive program is higher than market practice.	uFor fiscal year 2025, we decreased the maximum payout factor under our executive short-term variable cash incentive program from 3.0x to 2.5x.

	uCertain shareholders noted that they prefer payouts under the executive short-term variable cash incentive plan be measured and paid on an annual basis, as opposed to measured quarterly and paid semi-annually.	uFor fiscal year 2025, we moved to an annual measurement period and payout under the executive short-term variable cash incentive program.

	uSome shareholders inquired about our process for determining performance targets under our executive short-term variable cash incentive program.	uMaintained challenging performance targets that directly reflect our strategic priorities and we believe are strongly correlated with shareholder value creation.

Design of Long-Term Equity Incentives	uSome shareholders expressed concerns over setting one-, two-, and three-year cumulative targets for our three-year Financial Metric PRSUs rather than a single three-year target.	uMoved to a three-year cumulative target, effective for awards of our Financial Metric PRSUs granted during fiscal year 2024, strengthening our commitment to long-term performance.


Compensation Element	Annual Cash Compensation
Board Chair Retainer		$	250,000	(1)
Board Member Retainer		$	100,000
Lead Independent Director Retainer		$	55,000	(2)


	Annual Cash Compensation
Committee	Chair		Member
Audit Committee		$30,000		$	15,000
Compensation and Talent Committee		$30,000		$	15,000
Nominating and Corporate Governance Committee		$30,000		$	15,000
Corporate Development Committee		$30,000		$	15,000


Annual Equity Grant	$ Value of Annual Equity Grant
Restricted Stock Unit Grant		$	235,000


Name(1)	Fees Earned or Paid in Cash ($)(2)	Stock Awards ($)(3)(4)	All Other Compensation ($)		Total ($)
Stephen M. Jennings	168,108	235,011	7,200	(5)	410,319
André Andonian	124,990	235,011	—		360,001
James A. Champy	121,454	235,011	—		356,465
Anantha P. Chandrakasan(6)	42,640	—	—		42,640
Edward H. Frank	151,250	235,011	—		386,261
Laurie H. Glimcher	111,250	235,011	—		346,261
Karen M. Golz	127,500	235,011	—		362,511
Peter B. Henry(7)	113,147	293,710	—		406,857
Mercedes Johnson	112,500	235,011	—		347,511
Kenton J. Sicchitano(6)	37,288	—	—		37,288
Ray Stata	92,113	235,011	16,666	(8)	343,790
Susie Wee	111,240	235,011	—		346,251


Name	Number of Shares Subject to Option Awards Held as of November 2, 2024	Number of RSUs that have not Vested as of November 2, 2024
Stephen M. Jennings	—	1,205
André Andonian	—	1,205
James A. Champy	—	1,205
Anantha P. Chandrakasan(a)	—	—
Edward H. Frank	—	1,205
Laurie H. Glimcher	—	1,205
Karen M. Golz	—	1,205
Peter B. Henry	—	1,205
Mercedes Johnson	—	1,205
Kenton J. Sicchitano(a)	—	—
Ray Stata	16,100	1,205
Susie Wee	—	1,205


What Counts as Ownership			What Does Not Count as Ownership
uTime-based RSUs (whether or not vested)			uShares subject to unexercised options, whether or not vested
uRestricted stock (whether or not vested)			uAny shares that have been pledged as collateral for a loan



			VINCENT ROCHE, 64, Chief Executive Officer and Chair of the Board of Directors Mr. Roche was elected as Chair of our Board of Directors in March 2022. Mr. Roche has served as our President since 2012, and was appointed CEO and elected as a director in May 2013. Mr. Roche began his career with us in 1988 and has served in key positions spanning corporate leadership, worldwide sales, strategic marketing, business development, and product management over his more than 30-year tenure. Mr. Roche was recognized by Forbes in 2019 as one of America’s Most Innovative Leaders while also being a recipient of the 2021 SFI St. Patrick’s Day Science Medal for his contributions in support of the ecosystems in Ireland.


			JANENE ASGEIRSSON, 54, Senior Vice President, Chief Legal Officer, and Secretary Ms. Asgeirsson has served as our Senior Vice President, Chief Legal Officer, and Secretary since August 2021. Ms. Asgeirsson leads our worldwide legal, governance, trade, regulatory affairs, risk, and compliance functions, including mergers and acquisitions, litigation, intellectual property, and corporate matters, as well as internal audit, enterprise risk and the governance aspect of our ESG programs. Ms. Asgeirsson also acts as a strategic advisor to ADI’s executive leadership team and Board of Directors. Ms. Asgeirsson has over two decades of combined experience in private practice at American Lawyer-ranked international law firms and in senior and executive level roles at publicly traded technology companies. Prior to joining ADI, Ms. Asgeirsson worked at Acacia Communications, Inc., an optical networking and strategy technology company, from April 2015 to August 2021, as its Vice President, General Counsel and Secretary from April 2015 to January 2019, and then as its Chief Legal Officer, Chief Compliance Officer, and Secretary, from February 2019 to August 2021, leading global teams with diverse responsibilities. During her tenure at Acacia, she accomplished several significant transactions, including Acacia’s initial public offering (IPO), the best-performing U.S. IPO of 2016, and Acacia’s multi-billion-dollar sale to Cisco Systems. While in private practice, Ms. Asgeirsson provided strategic and legal counsel to several companies across multiple industries, ranging in size from start-ups to multi-billion-dollar, complex global organizations. Ms. Asgeirsson holds a Bachelor’s degree in Accountancy, summa cum laude, from the University of San Diego and a Juris Doctor from Northeastern University School of Law.


			MARTIN COTTER, 59, Senior Vice President, Vertical Business Units and President of Analog Devices EMEA Mr. Cotter has served as our Senior Vice President, Vertical Business Units (VBU) since December 2024 and also serves as President of Analog Devices EMEA. He oversees key sectors including Industrial & Multi-Markets, Automotive, Aerospace, Defense & Communications, Healthcare, and Consumer. His role focuses on driving business growth and aligning the company’s strategic goals with current technology trends and market needs. As President of ADI EMEA, Mr. Cotter also leads regional engagements with customers, government bodies, industry associations, universities, and communities. He is responsible for strategic growth, investment, and the development of precision and power products that enable smart factory and sustainable building technologies. Mr. Cotter joined ADI in 1986 as a design engineer. In his 39 year career, he has led some of ADI’s highest-growth business segments, in addition to holding a variety of roles in engineering and product line management. Prior to his current role, Mr. Cotter led ADI’s Global Sales and Digital Marketing, building stronger, collaborative partnerships with customers that enabled them to deliver differentiated products globally. He holds a Bachelor of Engineering, Master of Engineering, and a Master of Business Administration degrees from the University of Limerick.


			VENU GOPINATHAN, 61, ADI Fellow and Vice President, Emerging Business Unit Dr. Gopinathan has served as our Vice President of the Emerging Business Unit since November 2024. He oversees the development of new business models that leverage combinatorial innovation from ADI's technology portfolio to launch new businesses. Previously, he served as the Managing Director of Medical Products at ADI, where he was responsible for bringing ADI’s first FDA-cleared medical device into the market for the management of chronic diseases. Dr. Gopinathan holds the position of ADI Fellow, which recognizes his significant contributions to the company’s success. His expertise spans analog circuit design and signal processing and medical devices, evident through his numerous published papers and extensive patent portfolio. He has also made notable contributions as a technical program committee member at ISSCC and as a guest editor for the IEEE Journal of Solid-State Circuits. Dr. Gopinathan began his career at TI Research Labs and later Bell Labs, where he designed analog circuits. He later joined Broadcom Corporation where he focused on signal processing and circuit design for digital equalization of optical channels and high-speed SerDes. Following these roles, Dr. Gopinathan served as director of wireless connectivity at TI Bangalore, director of Kilby Labs, TI-India and in several positions at Angiometrix Corp, including executive vice president, chief technologist, co-founder, and board member. Dr. Gopinathan holds a B.Tech. degree in electronics engineering from IIT Madras, India, and a M.S and Ph.D. in electrical engineering from Columbia University, NY.



			VIVEK JAIN, 65, Executive Vice President of Global Operations and Technology Mr. Jain has served as our Executive Vice President of Global Operations & Technology since May 2022, where he is responsible for global manufacturing and supply chain operation, and previously served as our Senior Vice President of Global Operations and Technology from August 2021 to May 2022. Mr. Jain assumed this position following our acquisition of Maxim, where he served in a similar capacity as the Senior Vice President of the Technology and Manufacturing Group from June 2009 to August 2021. After joining Maxim in 2007 as Vice President of Fab Operations, Mr. Jain led the transformation of many aspects of Maxim’s manufacturing supply chain to make it more flexible, nimble, and resilient. Mr. Jain’s additional experience includes serving as a Plant Manager at Intel's Technology Development and Manufacturing facility, where he oversaw the process technology development and high-volume manufacturing of deep sub-micron logic and Flash memory technologies. Mr. Jain holds a Bachelor of Science degree in Chemical Engineering from the Indian Institute of Technology Delhi, a Master of Science degree in Chemical Engineering from Penn State University, and a Master’s degree in Electrical Engineering from Stanford University. He is also a 2014 graduate of the Stanford Graduate School of Business Executive Program.


			ALAN LEE, 57, Senior Vice President and Chief Technology Officer Mr. Lee has served as our Chief Technology Officer since April 2023. In this role, Mr. Lee develops and leads our long-term technology strategy for applications across our end markets, working closely with our global business units and manufacturing operations to drive our competitive advantage. Mr. Lee is responsible for identifying, sourcing, and cultivating new business, technology, and research opportunities, as well as developing foundational technology capabilities in support of the current and future needs of our markets and customers. Mr. Lee has over 20 years of experience in the technology industry. Before joining ADI, Mr. Lee served as Corporate Vice President of Research and Advanced Development at Advanced Micro Devices, Inc., a global semiconductor company, where he oversaw the company’s worldwide research and advanced technology labs, university engagements, and external research contracting. Mr. Lee also led extreme-scale computing technology at AMD, where he drove the software and hardware engineering efforts to build the world’s fastest platforms for machine learning, industrial, and scientific applications.


			KATSU NAKAMURA, 59, Senior Vice President and Chief Customer Officer Mr. Nakamura has served as our Senior Vice President and Chief Customer Officer since November 2024 where he is responsible for ADI’s customer strategy, enabling frictionless delivery of ADI’s cutting-edge solutions to a diverse, global customer base, and delivering and capturing value for ADI’s technology. Mr. Nakamura oversees our global sales, marketing, and digital go-to-market, with a focus on delivering a superior end-to-end customer experience and expanding ADI’s selling strategies across channels and ecosystems. Mr. Nakamura joined ADI in 1994 as a design engineer, developing ADI’s early technologies in CMOS data converters for embedded applications. He subsequently led ADI’s technology development for digital imaging before assuming the role of the Product Line Director for ADI’s Consumer Product Group in 2011. He later became the leader for ADI’s Healthcare and Consumer technology strategy, and in 2019 was appointed to lead ADI’s sales and marketing in Japan before his appointment as Chief Customer Officer. Mr. Nakamura is an ADI Fellow, ADI’s highest engineering recognition for technological impact. Over his career, Mr. Nakamura has served as a committee member for several IEEE conferences, including the Symposium on VLSI Circuits and International Solid-State Circuits Conference, and is the past Editor of the IEEE Journal of Solid-State Circuits. He is currently on the Executive Committee of the Symposia on VLSI Technology and Circuits. Mr. Nakamura was a co-recipient of SRC Inventor’s Recognition Award in 1992 and holds several U.S. patents. He was also one of the finalists of the 2006 EE Times ACE Innovator of the Year Award and has been an IEEE Fellow since 2019. Mr. Nakamura received B.S., M.S., and Ph.D. degrees in Electrical and Computer Engineering from Carnegie Mellon University.


			ROB OSHANA, 64, Senior Vice President, Software and Digital Platforms Group Mr. Oshana has served as our Senior Vice President of the Software and Digital Platforms group since November 2024 where he is responsible for leading and developing ADI’s embedded systems and application software strategy, as well as executing the digital and software roadmap. Prior to this role, he was the Senior Vice President of our Software and Security Group. Before joining ADI, Mr. Oshana served as the Vice President of Software Engineering Research and Development at NXP Semiconductors where he led software development and enablement for the company's Industrial, IoT, Networking, and Automotive Infotainment businesses. His more than 30 years of experience in software leadership also includes companies such as Texas Instruments, Raytheon, and Freescale. Mr. Oshana holds a Bachelor of Electrical Engineering degree from Worcester Polytechnic Institute, a Master of Electrical Engineering from the University of Texas at Arlington, a Master of Business Administration from the University of Dallas, and a PhD in Computer Science from Southern Methodist University (SMU). He is a Senior Member of IEEE and serves on the Corporate Advisory Boards for SMU and the University of Texas at Austin, where he is also an adjunct professor. Previously, he served on several research boards, including RISC-V International, Linaro, Design Automation Executive Committee and openHW Group.