UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Check the appropriate box:

Teradyne, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders:

The Annual Meeting of Shareholders of Teradyne, Inc., a Massachusetts corporation (“Teradyne,” the “Company,” “we,” “it”, “our” or “us”), will be held on Friday, May 9, 2025 at 10:00 A.M. Eastern Time, at the offices of Teradyne, Inc. at 600 Riverpark Drive, North Reading, Massachusetts 01864 (the “Annual Meeting”), for the following purposes:

Shareholders will also transact such other business as may properly come before the meeting and any postponements or adjournments thereof. For additional information on how you may attend or vote at the Annual Meeting, please see page 104 of the proxy statement.

On or about March 28, 2025, we mailed to our shareholders of record as of March 14, 2025, a notice containing instructions on how to access this proxy statement and Teradyne’s annual report online and to vote, and printed copies of these proxy materials to shareholders that requested printed copies.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 9, 2025. The proxy statement and the accompanying Annual Report on Form 10-K, Letter to Shareholders, and Notice, are available at www.proxyvote.com.

Table of Contents

ABOUT TERADYNE

Teradyne, Inc. (“Teradyne,” the “Company,” “we,” “our” or “us”) was founded in 1960 and is a leading global supplier of automated test equipment and robotics solutions.

We design, develop, manufacture and sell automated test systems and robotics products. Our automated test systems are used to test semiconductors, wireless products, data storage and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications and aerospace and defense industries. Our robotics products include collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and industrial customers to improve quality, increase manufacturing and material handling efficiency and decrease manufacturing and logistics costs. Our automated test equipment and robotics products and services include:

In 2024, Teradyne had revenue of $2.82 billion and today employs approximately 6,500 people worldwide.

PROXY STATEMENT SUMMARY

This summary highlights certain information in the proxy statement, but it does not contain all of the information that you should consider before voting. Please review the entire proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) carefully. The items to be voted on at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) along with the recommendations of our Board of Directors’ (the “Board”) are listed below.

Director Nominees

Compensation Governance and Our Compensation Philosophy

Our Compensation Philosophy

The objective of our executive compensation program is to provide a competitive level of compensation that achieves the following objectives:

2024 Executive Compensation Summary

We have implemented an executive compensation program that fosters a performance-oriented environment by tying a significant portion of each executive officer’s cash and equity compensation to the achievement of short-term and long-term performance targets that are important to Teradyne and its shareholders. This approach is designed to focus the executive officers on creating shareholder value over the long term and on delivering exceptional performance throughout fluctuations in business cycles.

Our Compensation Practices

Fiscal 2024 Variable Cash Compensation and Performance-Based RSU Funding Outcomes

The Compensation Committee believes that the compensation of Teradyne’s named executive officers for 2024 is reasonable and appropriate and is aligned with, and justified by, the performance of Teradyne and its results against its strategic goals and is aligned with the interests of shareholders.

Variable Cash Compensation Performance (Messrs. Smith, Mehta, and Driscoll)

The 2024 variable cash compensation payouts for Messrs. Smith, Mehta and Driscoll were based on total company two-year rolling revenue growth rate, total company non-GAAP profit rate before interest and taxes (“PBIT”), weighted average of the vital goals of all divisions of the Company (the “Vital Goals”), and achievement of company-wide gender representation metrics.

The Vital Goals are comprised of only clear, measurable, and objective metrics that align with the Compensation Committee's pay-for-performance philosophy. The Vital Goals are measurable and are not open to interpretation or discretion. For example, the Vital Goals include strategic design-ins and socket wins at key accounts for our Semiconductor Test division and growth in revenue from key accounts for our Robotics division. These are key elements of Teradyne's long-term value creation strategy. We are not disclosing the specific performance target levels for the Vital Goals because they represent confidential, commercially sensitive information that if disclosed to the public would cause competitive harm.

Variable Cash Compensation Performance (Mr. Burns)

The 2024 variable cash compensation payout for Mr. Burns was based on company-wide financial performance and achievement of the company-wide Vital Goals, financial performance of the Semiconductor Test division, achievement of the Semiconductor Test division Vital Goals and achievement of company-wide gender representation metrics. The financial performance of the Semiconductor Test division includes division revenue growth rate and PBIT. The Semiconductor Test division’s Vital Goals, include strategic design-ins, new product releases, key customer and account wins, and certain key financial metrics including inventory metrics. Although we are not disclosing the specific performance target levels for the Vital Goals because they represent confidential, commercially sensitive information that if disclosed to the public would cause competitive harm, the Semiconductor Test Division was at or above target on 14 of 20 Vital Goals. This led to a Semiconductor Test division achievement of 109% of the target and a total payout of 101% of target for Mr. Burns.

Variable Cash Compensation Performance (Mr. Kumar)

The 2024 variable cash compensation payout for Mr. Kumar was based on the company-wide financial performance and achievement of the company-wide Vital Goals, financial performance of the Robotics division, achievement of the Robotics division Vital Goals, and achievement of company-wide gender representation metrics. The financial performance of the Robotics division includes division revenue growth rate and PBIT. The Robotics division’s Vital Goals include new product releases, key customer and account wins and certain financial metrics, including gross margins and inventory metrics. Although we are not disclosing the specific performance target levels for these Vital Goals because they represent confidential, commercially sensitive information that if disclosed to the public would cause competitive harm, the Robotics division was at or above target on 4 of 13 Vital Goals. This led to a Robotics division achievement of 21% of the target and total payout for Mr. Kumar of 58% of target.

Status of Performance-Based RSU Awards

Fees for Services Provided by PricewaterhouseCoopers LLP

The following table sets forth the aggregate fees for services provided by PricewaterhouseCoopers (“PwC”), Teradyne’s independent registered public accounting firm, for the fiscal years ended December 31, 2024 and 2023, respectively.

Purpose

The Board amended and restated the 2006 Plan on March 24, 2025 (the “Amended Plan”), subject to shareholder approval, to prevent the 2006 Plan from expiring on May 12, 2025. If shareholders approve the Amended Plan, the number of shares authorized for issuance under the 2006 Plan will not increase.

The purpose of the Amended Plan is to provide equity ownership and compensation opportunities to employees, officers, directors, consultants and advisors of Teradyne and its subsidiaries and to attract, motivate and retain the most qualified talent. The use of equity compensation has historically been a significant part of our overall compensation philosophy and is a practice that is standard for our peers. The Amended Plan serves as an important part of this practice and is a critical component of the overall compensation package that we offer to retain and motivate our employees. In addition, awards under the Amended Plan provide our employees, non-employee directors and other service providers with an opportunity to acquire or increase their ownership stake in us, which we believe aligns their interests with those of our shareholders.

Important Features of the Amended Plan

We received a shareholder proposal that asks the Company to prepare a report about political contributions and expenditures.

For the reasons set forth below and in “Teradyne’s Statement in Opposition to Shareholder Proposal”, the Board opposes adoption of the shareholder proposal and recommends that you vote AGAINST the proposal.

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Corporate Governance and Board Policies

Teradyne is committed to good, transparent corporate governance to ensure that the Company is managed for the long-term benefit of its shareholders.

Teradyne has instituted a variety of policies and practices to foster and maintain good corporate governance. The Board reviews these practices on a regular basis. Teradyne’s current policies and practices include the following:

Directors elected annually for a one-year term with majority voting for uncontested Board elections

Executive sessions of independent directors at Board meetings

Robust director and executive officer stock ownership guidelines

Policy prohibiting employees and directors from hedging and pledging Teradyne stock

Board access to management and independent advisors

Independent registered public accounting firm and internal auditor meet regularly with Audit Committee without management

Directors may be removed by a shareholder vote with or without cause

Adoption of “Poison Pill” requires shareholder approval

Policy promoting equal opportunity for all employees

Independent Board Chair

Independent directors constitute a majority of the Board and all members of the Board committees

Annual Nominating and Corporate Governance Committee review of Board composition, skills, demographics and refreshment and succession plan

Directors must be 74 years or younger as of the date of their election or appointment with no exceptions or conditions

Annual Board and committee self-assessments

Annual Board evaluation of CEO performance

Annual review of non-employee director compensation and cap on the aggregate value of total annual compensation to non-employee directors

Nominating and Corporate Governance Committee review of director’s change in position

Board oversight of enterprise risk management, including cybersecurity and data protection, artificial intelligence, and sustainability risks

Annual Board review of executive succession plan

Board Leadership Structure

The Board has the flexibility to decide whether it is best for the Company, at any given point in time, for the roles of the Chief Executive Officer and the Chair of the Board to be separate or combined and, if separate, whether the Chair should be selected from the independent directors, non-management directors, or be an employee.

Since May 2021, Mr. Tufano has served as an independent Chair of the Board. The Board believes that having an independent Chair is currently the appropriate corporate governance structure for the Company because it strikes an effective balance between management and independent leadership participation in the Board process. Additionally, the Board believes that Mr. Tufano’s widespread knowledge of the issues confronting complex technology and manufacturing companies and extensive financial reporting and operational expertise provide the requisite experience needed to effectively serve as the independent Chair of the Board.

While the Chief Executive Officer is tasked with developing policy and strategic direction for the Company and providing management of its day-to-day operations, the duties and responsibilities of the independent Chair of the Board include:

Director Independence

Teradyne’s Corporate Governance Guidelines require that at least a majority of the Board shall be independent and set out standards for determining director independence. Under our Corporate Governance Guidelines, to be considered independent, a director must satisfy applicable SEC and Nasdaq listing standard requirements, and, in the Board’s judgment, not have a material relationship with Teradyne.

The Board periodically reviews each director’s status as an independent director and whether any independent director has any relationship with the Company that, in the judgment of the Board, would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities as a director or would be deemed a material relationship with Teradyne.

The Board, in coordination with the Nominating and Corporate Governance Committee, has assessed the independence of each of the members of the Board who served for all or a portion of fiscal year 2024 and each of the director nominees and determined that the following directors are, and former directors were at the time of service, independent under SEC rules, Nasdaq listing standards and the independence standards in our Corporate Governance Guidelines:

In determining the independence of Teradyne’s directors, the Board reviewed and determined that the following relationships did not preclude a determination of independence under applicable standards:

The amounts paid to or received from each party under Teradyne’s business relationships with each of Analog Devices, Inc., Synopsys, Inc., Avnet, Inc., Lattice Semiconductor, Schneider Electric and Marvell Technology, Inc. during the last three fiscal years do not exceed the applicable threshold of Nasdaq listing standards, and the Board determined that each of these directors does not have a material relationship with Teradyne. Teradyne will continue to monitor its business relationships and any significant competitive activity to ensure they have no impact on the independence of its directors.

All members of the Company’s three standing committees—Audit, Compensation, and Nominating and Corporate Governance—have been determined by the Board to be independent pursuant to applicable SEC rules and Nasdaq listing standards, including those applicable to such committees, as well as the independence standards in our Corporate Governance Guidelines.

Director Selection and Nomination Process

Shareholder Recommendations for Board Candidates

Shareholders wishing to suggest candidates to the Nominating and Corporate Governance Committee for consideration as potential director nominees may do so by submitting the candidate’s name, experience, and other relevant information to the Nominating and Corporate Governance Committee, 600 Riverpark Drive, North Reading, MA 01864. Shareholders wishing to nominate directors may do so by submitting a written notice to the Secretary at the same address in accordance with the nomination procedures set forth in Teradyne’s bylaws. Additional information regarding the director nomination procedure is provided in the section below captioned “Shareholder Proposals for 2026 Annual Meeting.”

Overboarding Policy

The Company maintains an overboarding policy in our Corporate Governance Guidelines to help ensure that directors are able to devote adequate time to their duties to the Company, including preparing for and attending meetings.

The Company’s overboarding policy limits the number of other public company boards on which a director serves to no more than four. Directors should notify the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another public company board. Additionally, service on boards and/or committees of other organizations shall comply with the Company’s conflict of interest policies.

In renominating directors for election at our Annual Meeting, the Nominating and Corporate Governance Committee and Board have determined that each of our directors is currently in compliance with our Corporate Governance Guidelines and has sufficient time, energy, and attention to serve on the Board.

Director Refreshment and Succession Planning

The Nominating and Corporate Governance Committee is responsible for regularly reviewing Board composition, skills, and refreshment, including the review of director succession planning.

Additionally, directors elected at the annual meeting of shareholders serve until the next annual meeting of shareholders and until his or her successor shall have been duly elected and qualified. Directors who have been elected to fill a vacancy complete the remainder of the former director’s term. There are no limits on the number of terms that a director can serve. Term limits could result in loss of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and an institutional memory that benefits the entire membership of the Board, as well as management.

In the past five years, five of our seven current directors, including four independent directors, were elected to the Board for the first time to replace directors who retired.

Majority Vote Standard and Director Resignation Policy

Directors are elected by the majority of votes cast. Any director who fails to receive the requisite majority vote at any meeting for an uncontested election shall, promptly following certification of the shareholder vote, offer their resignation to the Board for consideration in accordance with the procedures established in our Corporate Governance Guidelines within 90 days following certification of the shareholder vote.

In addition, non-employee directors must notify the Nominating and Corporate Governance Committee if the director experiences a change of position from that held upon first becoming a member of the Board. Upon any such notification, the Nominating and Corporate Governance Committee will review the potential impact on the director’s independence and the appropriateness of the director’s continued membership on any Board committees under the circumstances.

Board Size

The Company’s bylaws require the Board to consist of not less than three and no more than fifteen members. The number of directors on the Board is fixed each year by the Board and as of the Record Date, the size of the Board was fixed at eight directors. At the conclusion of the Annual Meeting, the board size will be reduced to seven members. Additionally, the Nominating and Corporate Governance Committee is responsible for periodically reviewing and making recommendations to the Board as appropriate regarding the composition and size of the Board to help ensure that the Board is composed of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as a director of the Company, as determined by the Nominating and Corporate Governance Committee.

Board and Committee Self-Assessment

The Board and each of its committees annually undertake a self-assessment, including an evaluation of its composition, mandate and function, as well as soliciting feedback from senior management. The Chair of the Nominating and Corporate Governance Committee manages this annual process and implementation of any action items resulting from the process. For example, as a result of one of the Board’s self-assessments in which the directors expressed their interest in having a separate strategy discussion, an annual strategic session with management was implemented. Additionally, based on the result of another self-assessment, the Board undertook a multi-year refreshment and succession planning process.

CEO Evaluation and Management Succession Planning

The principal responsibility of directors is to oversee the management of the Company, and, in so doing, to serve the best interests of the Company and its shareholders. This includes a responsibility of directors to require and oversee succession plans for the Chief Executive Officer and the other named executive officers. The Board conducts an annual review of executive succession planning. Additionally, the Nominating and Corporate Governance Committee is responsible for periodically reviewing the Company’s succession plans with respect to the Chief Executive Officer and other senior executives.

The independent Chair of the Board, the independent members of the Board of Directors and the Compensation Committee are also responsible for overseeing the evaluation of the Company’s Chief Executive Officer.

Code of Conduct

Teradyne has adopted the Code of Conduct which outlines our ethics policy for directors, officers and all employees. The Audit Committee is responsible overseeing compliance with the Code of Conduct. The Audit Committee reviews the Code of Conduct and training materials and results annually and regularly reviews with management.

The Company deploys Code of Conduct training to all new full and part time employees and contractors as part of the on-boarding process and administers annual Code of Conduct refresher training to all employees and contractors at the end of each year, which includes a video presentation, quiz and compliance certification. The Code of Conduct training covers a variety of topics, including:

The Board has established a means for anyone to report violations of the ethics policy on a confidential or anonymous basis.

Teradyne shall disclose any substantive amendments to or waiver, including an implicit waiver, from the Code of Conduct granted to an executive officer or director within four business days of such determination by disclosing the required information on its website at www.teradyne.com under the “Governance” section of the “Investor Relations” link or in a Current Report on Form 8-K.

Insider Trading Policy

The Board has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of Teradyne’s securities by our directors, officers, employees, certain consultants and independent contractors, as well as by the Company itself. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. Among other things, the Insider Trading Policy prohibits trading on material non-public information and prohibits directors, executive officers and certain other employees from buying or selling Teradyne securities during the Company’s non-trading periods, also called “blackout periods”, except pursuant to an approved trading plan under Rule 10b5-1 (“Rule 10b5-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has also adopted a Rule 10b5-1 Trading Plan Policy which requires all executive officers and directors of Teradyne to adopt Rule 10b5-1 plans for trading in Teradyne’s securities.

Hedging and Pledging Policy

The Board recognizes there may be an appearance of improper or inappropriate conduct if Teradyne’s employees, executives and directors engage in certain types of transactions, even in circumstances where they may not be aware of any material, nonpublic information. Therefore, the Board has adopted, through the Insider Trading Policy, a policy prohibiting employees, executives and directors from hedging Teradyne stock through short sales, prepaid variable forward contracts, equity swaps, collars and exchange funds. In addition, transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, are prohibited by this policy. The policy also prohibits holding Teradyne securities in a margin account or pledging Teradyne securities as collateral for loans.

Board Oversight of Risk

The Board, as a whole and through its committees, has responsibility for the oversight of risk management. While the full Board has ultimate responsibility for risk oversight, the Board has delegated oversight responsibility for certain risks to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. This approach allows the Board to draw upon the experience and judgment of specific directors comprising each committee who have experience overseeing and managing particular risks that Teradyne faces in various areas of its business.

Oversight of Strategy

Oversight of Teradyne’s business strategy and strategic planning is a key responsibility of our Board, and the responsibility of our directors includes reviewing and approving the Company’s fundamental operating, financial and other corporate plans, strategies and objectives. Directors have an obligation to become and remain informed about the Company and its business, including the principal operational and financial objectives, strategies and plans of the Company and the problems, risks and success factors affecting the Company’s business.

Our Board is deeply engaged and involved in Teradyne’s long-term strategy, including, among other things, senior management development and succession planning, and evaluating key market and strategic opportunities and competitive developments. Our Board takes a multilayered approach to exercising its role in strategy oversight and views its strategy oversight role as a continuous process.

On an annual basis, our Board conducts a coordinated meeting with members of management on the Company’s strategy including a presentation on results, revenue, customer and stakeholder feedback and future plans. Additionally, each quarter the Board receives a substantial presentation from members of management across our different business units, with the Board receiving a deep dive on a different division of the Company each quarter.

Oversight of Cybersecurity

The Board oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership, including our Chief Information Security Officer (the “CISO”), regularly brief the Audit Committee on our cybersecurity and information security posture.

The corporate information security organization, under the CISO, has implemented a governance structure and processes to assess, identify, manage and report cybersecurity risks. The CISO chairs management’s Cybersecurity Steering Committee, which regularly reviews current cyber threats, program performance and ongoing risk mitigations. Cybersecurity-related risks are also integrated into our overall enterprise risk management (“ERM”) process. These risks are among those that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board. The Board is also apprised of cybersecurity issues or incidents deemed to have a moderate or higher business impact as they arise, even if considered immaterial.

Oversight of Human Capital

The Board oversees the establishment and maintenance of the Company’s core values and its management of human capital. Additionally, the Compensation Committee is responsible for reviewing and assisting the Board in overseeing certain talent management matters relating to the Company’s workforce. The Board believes that the Company’s future success depends upon its continued ability to attract, develop and retain a high-performance workforce, comprised of people with shared values.

Oversight of Artificial Intelligence

The Board, in coordination with the Nominating and Corporate Governance Committee and the Audit Committee, is responsible for overseeing our Artificial Intelligence (“AI”) governance and risk management processes, which address the development and use of AI products and services and our use of AI in our internal operations. As this is a nascent and rapidly developing area, the Board and management are working together to build a strong AI governance and risk management program, including establishing a cross functional AI Governance and Risk Management Committee led by Teradyne executive management.

Oversight of Sustainability and Human Capital Matters

Teradyne is committed to employee health, safety and welfare, to managing its activities that impact the environment in a responsible and effective manner, and to supporting the communities where its employees live and work. Teradyne strives to drive improvements in environmental sustainability, supply chain responsibility, human capital, and positive social impact.

Shareholder Engagement

Shareholder Communications with Board of Directors

Shareholders and other interested parties may communicate with one or more members of the Board, including the Chair, or the non-management directors as a group by writing to the non-management directors, Board of Directors, 600 Riverpark Drive, North Reading, MA 01864 or by electronic mail at nonmanagementdirectors@teradyne.com. Any communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities, such as customer complaints, will be sent to the appropriate executive. Solicitations, junk mail and other similarly frivolous or inappropriate communications will not be forwarded, but will be made available to any director who wishes to review them.

Board Meetings and Director Attendance

Board Committees

The Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. In accordance with the Nasdaq listing standards, all of the committees are comprised of independent directors. The members of each committee are appointed by the Board based on the recommendation of the Nominating and Corporate Governance Committee. Each committee performs a self-assessment and reviews its charter annually. Actions taken by any committee are reported to the Board, usually at the next Board meeting following the action. The table below shows the current membership of each of the standing committees:

The Board will appoint committee members for the 2025-2026 term following the election of directors at the Annual Meeting.

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The Board presently consists of eight members, seven of whom are independent directors. The current terms of the directors expire at the Annual Meeting. The Board, based on the recommendation of the Nominating and Corporate Governance Committee, has nominated all current directors for re-election other than Mr. Tamer who notified the Board in January of 2025 of his decision to not stand for re-election at the Annual Meeting. If elected, each director will hold office until the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) and until his or her successor shall have been duly elected and qualified.

Teradyne has no reason to believe that any of the nominees will be unable to serve; however, if any nominee is unable to serve or for good cause will not serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size.

As of the Record Date, the size of the Board was fixed at eight members but shall be reduced to seven members at the conclusion of the Annual Meeting.

The following table sets forth information regarding the nominees to be elected at the Annual Meeting.

Nominees for Director

The following sets forth the principal occupation of the nominees to be elected at the Annual Meeting during at least the past five years, any other public company boards on which the nominee serves or has served in the past five years, and the nominee’s qualifications to serve on the Board.

Nominees for Director

Nominees for Director

Nominees for Director

Director Qualifications and Experience

Each director nominee brings a diversity of skills and experiences to the Board that are complementary and, together, cover the spectrum of areas that impact the Company’s current and evolving business as set forth in the Qualifications and Skills matrix below. As the matrix is a summary, it does not include all the skills, experience, qualifications and attributes that each director nominee offers, and the fact that a particular experience, skill or qualification is not listed does not mean that a director nominee does not possess it.

The qualifications and skills of our director nominees were assessed using the following definitions:

Board Demographics

Please see below for information regarding the diversity, tenure and age of our director nominees.

Director Compensation

Director Compensation Highlights

Teradyne uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board. Every year, Compensia, Inc. (“Compensia”), the Compensation Committee’s independent compensation consulting firm, conducts an analysis of director compensation, including a review of benchmark data, and reports to the Compensation Committee any recommendations regarding director compensation. The Compensation Committee considers Compensia’s annual input as part of its annual review of director compensation. Non-employee directors’ compensation is determined by the Board at the recommendation of the Compensation Committee. Directors who are employees of Teradyne receive no compensation for their service as a director.

Cash Compensation

After a review of peer benchmarking data and global survey data regarding director compensation, the Compensation Committee, with input from Compensia, recommended that the Board maintain the same non-employee director compensation as provided in 2023. In 2024, the non-employee directors received annual cash retainers and non-employee directors serving as Independent Chair and committee chairs received additional fees for their service, as set forth in the table below: