ANALOG DEVICES INC

This summary provides an overview of select information in this Proxy Statement. We encourage you to read the entire Proxy Statement before voting. Shareholders will be asked to vote on the following matters at the Annual Meeting:

What’s NewWe continually review our corporate strategy and governance practices to ensure that ADI is in a position to consistently deliver on our commitment to sustaining a culture of innovation, collaboration, solid performance, and fiduciary responsibility. We believe providing a broader understanding of our perspectives on these items will be beneficial to you as you consider this year’s voting matters. Updated items include: uContinued to expand the capabilities of the Board of Directors by adding Mr. Jennings, who brings deep corporate governance and strategic experience to our Board of Directors, and Dr. Henry, who brings foreign affairs, global economics, and international finance experience to our Board of DirectorsuEnhanced the evaluation process of our Board of Directors and its committees, including leveraging the assistance of a third-party facilitator, to align with best governance practices uUnanimously appointed Mr. Jennings as Lead Independent Director to continue the Board of Directors’ practice of having a strong and effective independent partner to our CEO and ChairuEngaged with shareholders representing approximately 33% of our total shares outstanding, with a focus on ESG and compensation practices uRefreshed the charter of our management-led cross-functional Cybersecurity Steering Committee to more clearly define its purpose and responsibilities, including overseeing security governance, promoting and supporting cybersecurity best practices, reviewing and prioritizing cyber risks, monitoring potential cyber incidents, and establishing key mitigation initiativesuEnhanced our product diversion compliance programs by expanding our proactive monitoring and review processes to inhibit prohibited resale of our products and formed a team focused on gray market mitigation effortsuEnhanced our global data privacy and compliance programs by expanding global compliance trainings, further harmonizing policies and procedures, updating data protection notices to all global employees, implementing enhanced due diligence for third-party partners, and expanding our ethics hotline capabilitiesuSpecifically designated oversight of cybersecurity matters to the Audit Committee

Our Board of Directors

Director Nominees

ADI’s Board of Directors is composed of a diverse, experienced group of global thought, business, and academic leaders. On January 16, 2024, Dr. Anantha Chandrakasan and Mr. Kenton Sicchitano informed our Board of Directors that they had decided not to stand for re-election at the Annual Meeting. Consequently, each of Dr. Chandrakasan and Mr. Sicchitano’s term as a director will expire at the Annual Meeting on March 13, 2024. Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has determined, to nominate all other current members of our Board of Directors for re-election at the Annual Meeting. If the current nominees are elected, we will have eleven members serving on our Board of Directors and the size of our Board of Directors will decrease to eleven members at such time.

SUSIE WEE, Ph.D., 54Director Since: 2019 Principal Occupation: Former Vice President of GoogleCommittee Membership(s): CTC

Board Composition

Our 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.

Strong Board Diversity

Our Board of Directors also believes that having directors with a mix of tenure helps transition the institutional knowledge of the more experienced directors while providing a broad, fresh set of perspectives. Our Board of Directors has continued to make progress in broadening the experience, gender, and tenure of our director nominees.

Board Refreshment

Our Board of Directors has been focused on refreshment, regularly bringing in new viewpoints and skills. As a result of ongoing Board refreshment, we have added 7 new directors in the last five years:

Governance Highlights

Shareholder Engagement Highlights

We conduct extensive investor outreach throughout the year involving our independent directors, senior management, investor relations, legal and human resources departments. This helps management and our Board of Directors understand and focus on the issues that matter most to our shareholders, so ADI can address them effectively.

ADI’s Year-Round Engagement Process

Since our inception as a public company, we have maintained an active engagement program with our shareholders, meeting with them extensively throughout the year as part of our investor outreach efforts.

HOW WE ENGAGE

Prior to and following our 2023 annual meeting of shareholders, as part of our annual outreach program, we reached out to shareholders collectively representing approximately 48% of our total shares outstanding and proxy advisory firms, with an invitation to have discussions with their corporate governance teams. Shareholders representing approximately 33% of our total shares outstanding, as well as proxy advisory firms, accepted our engagement invitation. These meetings included members of our legal, ESG, compensation, diversity, equity, and inclusion, and investor relations organizations. In addition, the Chair of our Compensation and Talent Committee participated in meetings with shareholders representing approximately 22% of our total shares outstanding and in meetings with proxy advisory firms.

We reviewed the key takeaways from these shareholder meetings with our Board of Directors, with the goal of continuing to evolve our corporate governance practices to best meet the needs of ADI and our shareholders. While some of the feedback received has led to enhancements to our practices and disclosure, we also received positive feedback regarding certain practices that reconfirmed that our programs continue to be effective from our shareholders’ perspective.

Overview of Compensation

Our executive compensation program is designed to attract, retain, and motivate top executive talent and align the interests of our executive officers and our shareholders.

Summary of Direct Compensation Elements

We provide a mix of compensation elements that support our goals of attracting and retaining top executive talent and incentivizing our key performance objectives in the short- and long-term.

OPBT = Operating Profit Before Taxes TSR = Total Shareholder Return

Overview of CEO and Named Executive Officer Pay

Executive pay at ADI is strongly aligned with long-term company performance, with a significant portion of compensation delivered in long-term equity-based awards. The target compensation mix shown below is based on target compensation consisting of the annual rate of base salary for fiscal year 2023 and short-term and long-term incentive targets approved by the Compensation and Talent Committee in fiscal year 2023.

Target Comp for CEO

Target Comp for Other Named Executive Officers (NEOs)

Stock Performance Graph

Fiscal year 2023 compensation actions for our executive officers, including our NEOs, are supported by solid corporate performance and strong shareholder returns. The following graph compares cumulative total shareholder return on our common stock since November 3, 2018 with the cumulative total return of the Standard & Poor’s (S&P) 500 Index and the Nasdaq Composite Index.

2023 Share Price Appreciation(1)

(1)This graph assumes the investment of $100 on November 3, 2018 in our common stock, the S&P 500 Index, and the Nasdaq Composite Index and assumes all dividends are reinvested. Measurement points are the last trading day for each respective fiscal year.

Historical Say-on-Pay Votes

At our 2023 annual meeting of shareholders, our say-on-pay support was 80.7%, representing a slight increase from the prior year, but lower than our historical support levels. Our Compensation and Talent Committee carefully considers the results of our “say-on-pay” votes.

Prior to and following our 2023 annual meeting of shareholders, as part of our annual outreach program, we reached out to shareholders collectively representing approximately 48% of our total shares outstanding and proxy advisory firms, with an invitation to have discussions with their corporate governance teams. Shareholders representing approximately 33% of our total shares outstanding, as well as proxy advisory firms, accepted our engagement invitation. These meetings included members of our legal, ESG, compensation, diversity, equity, and inclusion, and investor relations organizations. In addition, the Chair of our Compensation and Talent Committee participated in meetings with shareholders representing approximately 22% of our total shares outstanding and in meetings with proxy advisory firms.

During these engagement meetings, we heard from some shareholders that opposed our 2022 say-on-pay advisory vote primarily due to legacy concerns around historical compensation determinations and the new hire award that we granted to Gregory Bryant, our Executive Vice President and President of Business Units, when recruiting him from Intel Corporation during the fiscal year ended October 29, 2022 (fiscal year 2022). Most shareholders indicated that they understood the rationale behind the new hire award given that Mr. Bryant joined us from Intel Corporation and were generally pleased with the overall design and framework of our executive compensation program. Given the varied feedback we heard and in light of our say-on-pay vote receiving the support from holders of a significant majority of our outstanding shares, the Compensation and Talent Committee determined not to make significant changes to the overall design and framework of our executive compensation program in fiscal year 2023.

However, in response to shareholder feedback the Compensation and Talent Committee determined that for future new hire awards for incoming executives the company would work to provide enhanced disclosure. Additionally, in response to feedback from shareholders, the Compensation and Talent Committee acted to make the target performance of our Relative TSR performance-based restricted stock units (PRSUs) more challenging. As a result, we increased target performance of our Relative TSR PRSUs from the 50th to the 55th percentile, beginning with the Relative TSR PRSUs granted in fiscal year 2023, such that target payout of our Relative TSR PRSUs is achieved when ADI’s TSR is at the 55th percentile of the TSRs of the companies in the S&P 500 Index.

For additional information about the feedback we received from shareholders and the actions we took in response, please see the Shareholder Engagement section beginning on page 37 of this Proxy Statement.

Please see the Compensation Discussion and Analysis section beginning on page 48 of this Proxy Statement for a more detailed description of our executive compensation program, philosophy, and design.

Compensation Best Practices Our annual cash incentives are based solely on our financial performance A majority of equity awards for named executive officers are contingent upon long-term performance achievement Incentive awards are tied to challenging performance targets aligned with our corporate strategy Payout for relative TSR-based awards capped at target for instances of negative absolute TSR and provide for target payout abovemedian of the comparator group Clawback policy for CEO and other officers Specific policy regarding the grant dates of equity awards for our directors, executive officers, and employees Stock ownership guidelines for our Leadership Team and directors Prohibit hedging and pledging of ADI securities Annual “say-on-pay” vote