Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 2, 2022, the Board of Directors (the "Board") of Teradyne, Inc.
("Teradyne") elected Ernest E. Maddock as a director of Teradyne effective
November 14, 2022 and appointed him to the Board's Audit Committee.
The Board has determined that Mr. Maddock is independent. To be considered
independent by the Board, a director must satisfy the definitions pursuant to
the Securities Exchange Commission and Nasdaq rules and, in the Board's
judgment, not have a material relationship with Teradyne. Teradyne's Corporate
Governance Guidelines, which include director qualification standards, are
available on Teradyne's web site at www.teradyne.com under the "Governance"
section of the "Investor Relations" link.
Mr. Maddock will receive compensation at the rate of $90,000 per year.
On November 14, 2022, Mr. Maddock will receive a grant of restricted stock units
pursuant to Teradyne's 2006 Equity and Cash Compensation Incentive Plan in an
amount of shares having a fair market value equal to $112,700 based on the
Board's annual equity compensation of $230,000 prorated daily to reflect the
period from his date of appointment to the expected date of the 2023 Annual
Meeting of Shareholders. This grant vests in full on the earlier of the date the
2023 Annual Meeting of Shareholders is held or the last Thursday in May 2023.
There are no arrangements or understandings between Mr. Maddock and any other
persons pursuant to which he was selected to serve as a director of Teradyne. In
addition, there are no transactions between Teradyne and Mr. Maddock or his
immediate family members requiring disclosure under Item 404(a) of Regulation
S-K promulgated under the Exchange Act.
Item 8.01. Other Events.
On November 2, 2022, Teradyne issued a press release announcing the election of
Mr. Maddock to the Board effective as of November 14, 2022. A copy of the press
release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by Teradyne, Inc. on November 2, 2022.
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