ANALOG DEVICES INC

This Compensation Discussion and Analysis (CD&A) describes our fiscal year 2024 executive compensation philosophies, goals, and program design, including the Compensation and Talent Committee’s process for determining compensation, the various components of pay, and how our fiscal year 2024 financial results affected performance-based compensation. As used in this Proxy Statement, NEOs refers to the individuals shown below who served as executive officers during fiscal year 2024. In addition, each of (i) Gregory Bryant, who served in the role of Executive Vice President and President of Business Units until December 1, 2024, (ii) Anelise Sacks, who served in the role of Executive Vice President and Chief Customer Officer until November 2, 2024, and (iii) James Mollica, who served as our Interim Chief Financial Officer from October 29, 2023 until February 5, 2024, was an NEO for fiscal year 2024.

Executive Summary

Fiscal Year 2024 Performance and Notable Changes

Fiscal year 2024 was an important year for ADI. We delivered strong revenue performance against a backdrop of challenging conditions, including an uncertain macroeconomic environment. In fiscal year 2024, we delivered annual revenue of $9.4 billion and industry-leading gross and operating margins. Importantly, we made progress positioning ADI for continued long-term success by deepening our customer engagements, continuing to invest in our business to drive innovation, and capitalizing on secular trends to drive addressable markets and diversified growth. We also demonstrated our commitment to deliver strong shareholder returns during fiscal year 2024, returning more than $2.4 billion to our shareholders in the form of dividends and share buybacks. ADI’s total shareholder return over its last three fiscal years, ending November 2, 2024, was 37%, outpacing the S&P 500 return of 30% over that same time period.

Fiscal Year 2024 Performance Highlights*

• See Appendix B for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.

Executive Leadership Transitions

New Executive Vice President and Chief Financial Officer

In February 2024, Richard C. Puccio, Jr. joined us as Executive Vice President and Chief Financial Officer. In this role, Mr. Puccio sets our financial strategy and leads our global finance operations. Mr. Puccio brings deep experience and expertise from his more than three decades of leading financial advisory and high-growth business operations activities in complex technology sectors. We believe Mr. Puccio’s sharp business acumen will help enable ADI to accelerate the effectiveness of our operations in a world of increasing opportunity and complexity.

For detailed information regarding Mr. Puccio’s compensation arrangement and factors considered by the Compensation and Talent Committee in designing and determining his compensation, see Components of Executive Compensation–Determining Fiscal Year 2024 Compensation–CFO Compensation Determination Process.

New Senior Vice President, Chief Customer Officer

In November 2024, the Board of Directors appointed Mr. Katsu Nakamura as Senior Vice President, Chief Customer Officer, effective as of November 3, 2024. In this role, Mr. Nakamura oversees our sales, sales enablement, digital marketing, analytics, and customer insight teams. Mr. Nakamura previously served as our Vice President, Head of Japan, and prior to that served in roles of increasing responsibility at ADI for nearly 30 years.

New Senior Vice President, Vertical Business Units

In November 2024, the Board of Directors appointed Martin Cotter as Senior Vice President, Vertical Business Units, effective as of December 1, 2024. In this role, Mr. Cotter oversees our vertical business units. Mr. Cotter has served in roles of increasing responsibility at ADI for over 35 years.

Shareholder Engagement on Executive Compensation

At our 2024 Annual Meeting, our say-on-pay vote received 72.5% support, representing a decrease from the prior year. We conducted extensive investor outreach throughout the year to help management and our Board of Directors understand shareholder feedback on our compensation structure and practices and appropriately respond.

Prior to and following our 2024 Annual Meeting, as part of our annual outreach program, we reached out to shareholders collectively representing over 57% of our total shares outstanding and proxy advisory firms with an invitation to have discussions with their corporate governance teams. Shareholders representing over 36% of our total shares outstanding, as well as proxy advisory firms, accepted our engagement invitation. Additionally, 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.

Executive compensation, including our executive short-term variable cash incentive program and design of our equity awards, was a key focus of these meetings.

Shareholders 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. As a result, the Compensation and Talent Committee determined not to make significant changes to the overall design and framework of our executive compensation programs for fiscal year 2024.

While shareholders were generally supportive of our rigorous goals, some noted that the maximum payout factor under our executive short-term variable cash incentive plan is higher than market practice and some suggested that payouts under our executive short-term variable cash incentive plan be measured and paid on an annual basis, as opposed to measured quarterly and paid semi-annually. Some shareholders inquired about our process for determining performance targets under our executive short-term variable cash incentive program. Additionally, some shareholders expressed concerns over setting one-year, two-year cumulative, and three-year cumulative targets for our Financial Metric PRSUs rather than a single three-year target.

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 and made the changes described below to our program.

Notable Compensation Changes in Response to Shareholder Feedback

Executive Short-Term Variable Cash Incentive Plan

In response to the advisory say-on-pay vote that we received at the 2024 Annual Meeting and feedback that we received from shareholders, in September 2024 the Compensation and Talent Committee approved our Executive Performance Incentive Plan for fiscal year 2025 (FY25 Plan). The FY25 Plan incorporates two changes from the prior plan. First, we decreased the maximum payout factor from 3.0x to 2.5x of target to more closely align with market practices. Second, we moved to an annual measurement period and payout, replacing the prior plan’s quarterly measurement periods and semi-annual payouts. We believe these changes are in line with the core philosophies underlying our compensation programs to create alignment between executive and shareholder interests, to drive pay for performance by ensuring incentives are tied to challenging performance metrics, and to provide market competitive compensation to attract and retain top executive talent.

Design of Financial Metric PRSUs

In response to the advisory say-on-pay vote outcome at the 2024 Annual Meeting and feedback that we received from shareholders, we moved to a cumulative three-year measurement period for the Financial Metric PRSUs granted during fiscal year 2024, which were previously measured over one-year, two-year cumulative, and three-year cumulative time periods. The targets underlying our Financial Metric PRSUs are based on our long-term financial plan, strategic priorities, and objectives. We believe this change further incentivizes our executives to achieve short-term objectives that support our long-term strategy as well as focus on long-term financial growth.

Fiscal Year 2024 Annual Compensation Review Cycle for Executive Officers

In an effort to control costs amid a period of challenging macroeconomic conditions, we delayed our annual compensation review and adjustment cycle, which typically occurs in the spring, to September. Further, the base salaries of each of our NEOs (excluding Mr. Puccio, who was appointed in February 2024) were reduced by 10% from March 24, 2024 through September 28, 2024. In addition, in connection with our annual review cycle, none of our NEOs (except Mr. Mollica) received increases to their base salaries, individual target variable cash incentive percentages, or target value of long-term equity incentives.

Compensation Philosophy and Objectives

Our business is based on innovation and helping our customers solve some of the world’s most complex problems. As a knowledge-based business, we believe that the skills, expertise, and experience of our employees, including our NEOs, are unique and critical factors in our overall success. The competition for talent in the technology sector is fierce. To drive continued successful operational and financial performance, we must attract, motivate, reward, and retain top executive talent. Accordingly, our executive compensation programs are designed to:

Pay for Performance

A significant portion of the total target compensation for our executive officers, including our NEOs, is in the form of variable, performance-based incentive compensation, with only a small portion of the total target compensation provided in the form of “fixed” compensation. We believe this focuses our executives on achieving company objectives, supports a high-performing culture that attracts and retains highly-qualified executive talent, and aligns executives’ incentives with the creation of shareholder value. In addition, we believe our focus on variable, performance-based incentive compensation provides our executive officers an opportunity to benefit if we deliver stronger results and conversely, if we deliver weaker results, our executive officers will earn less compensation. The target pay mix for our NEOs for fiscal year 2024 is shown below:

Fiscal Year 2024 Target Compensation for CEO

Fiscal Year 2024 Target Compensation for Other NEOs(1)

(1)Includes Richard C. Puccio, Jr., Vivek Jain, Gregory Bryant, and Anelise Sacks, but excludes James Mollica who served as Interim Chief Financial Officer for a portion of fiscal year 2024. Excludes Mr. Puccio’s new hire equity award.

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

Pay and Governance Best Practices

Our pay and governance practices are designed to align our executive officers’ interests with those of our shareholders. For example:

Process for Determining Compensation

Roles and Responsibilities

As part of its annual review of our executive compensation programs, including NEO compensation, our Compensation and Talent Committee solicits the input of Mr. Roche and its independent compensation consultant, Pearl Meyer. Pearl Meyer reports directly to our Compensation and Talent Committee. The roles of Pearl Meyer, management, and our Compensation and Talent Committee in setting our fiscal year 2024 executive compensation programs are summarized below.

Market Compensation Data

The Compensation and Talent Committee has sought to select peer group companies that are publicly traded, are headquartered in the United States, compete with us for talent, and are similar to ADI in their product and services offerings, business model, revenue size, and market capitalization.

As a result of rapid consolidation in the semiconductor industry over the last several years, in addition to companies that meet the criteria outlined above, the peer group also includes companies outside of the semiconductor industry. These additional companies are similar in size and have similar gross margins and research and development expenditures as ADI, include peers of peers and peers of other companies in our sector, and often compete with ADI for talent. Based on review and consultation with Pearl Meyer, for fiscal year 2024, the Compensation and Talent Committee determined to make no changes to the peer group from the prior year.

For fiscal year 2024, the peer group companies used by the Compensation and Talent Committee to evaluate executive compensation consisted of the following companies:

Of the 16 selected peers, at the time of the annual peer group review, ADI had a higher estimated fiscal year 2023 revenue than 5 of the peer companies, and a market capitalization higher than 9 of the peer companies. Although ADI was smaller in terms of estimated fiscal year 2023 revenue and market capitalization than some of the peer companies, ADI regularly competes for talent with larger peer companies in terms of revenue and market capitalization. The Compensation and Talent Committee believes it is critical to ADI’s performance to hire highly talented, specialized, and experienced employees, and these individuals often join ADI from larger technology companies.

For executive officers in positions for which the fiscal year 2024 peer group companies do not publicly disclose compensation data, the Compensation and Talent Committee reviewed data collected from Radford’s Global Technology Survey. This survey depicts executive compensation levels across a wide spectrum of technology sector companies comparable to ADI in annual revenue and market capitalization.

Positioning of ADI Relative to 2024 Peer Group

(1)Reflects estimated revenue for fiscal year 2023 at time 2024 peer group was determined.

(2)As of April 30, 2023.

Based on a regular review of our peer group, in June 2024 in connection with discussions regarding the peer group that would be used for purposes of setting fiscal year 2025 compensation, our Compensation and Talent Committee, after consultation with Pearl Meyer, determined to remove Broadcom, Inc., NVIDIA Corporation, and Skyworks Solutions, Inc. from our peer group and to replace them with Cadence Design Systems, Inc., ON Semiconductor Corporation, and Synopsys, Inc., which the Compensation and Talent Committee believes have more comparable businesses to ADI and better represent similar revenue and market capitalization characteristics.

Components of Executive Compensation

For fiscal year 2024, compensation for our executive officers, including our NEOs, consisted of the following principal elements:

Base Salary

We use salaries for similar positions within our peer group companies as an important factor in setting the base salaries of our executive officers at a level designed to attract and retain talent. When setting the fiscal year 2024 base salary for each individual executive officer, the Compensation and Talent Committee also considered other factors, including the scope of the role and the performance and experience of the individual.

Executive Performance Incentive Plan

In September 2023, the Compensation and Talent Committee approved the terms of our executive performance incentive plan for fiscal year 2024. The plan is designed to be variable, depending on ADI’s operating results.

All executive officers, including our NEOs, participated in our fiscal year 2024 executive performance incentive plan.

We calculated and made variable cash incentive payments under the plan as follows:

Individual Target Variable Cash Incentive Percentage

The Compensation and Talent Committee set target variable cash incentive percentages at 200% of base salary for our CEO and ranging from 125% to 150% for each of our NEOs other than our CEO as of the end of fiscal year 2024, as part of our fiscal year 2024 compensation cycle. The Compensation and Talent Committee selected these target variable cash incentive percentages to ensure that a substantial portion of each executive officer’s cash compensation is performance-based and linked directly to our business performance, and to ensure that total compensation is competitive with those in similar positions within our peer group companies. Setting our CEO’s target at 200% of base salary also ties the majority of his cash compensation directly to company performance.

Variable Cash Incentive Payout Factor

The Compensation and Talent Committee reviews and approves our performance targets, and historically these targets have not been re-set during the performance period, regardless of company performance or economic conditions. We believe that this approach fosters accountability for our business results and aligns with our core belief that variable compensation expense, which increases when our performance is good and contracts when it is poor, gives us maximum flexibility to operate our business.

In setting performance targets for our executive performance incentive plan, multiple factors are considered, including our actual past business results, estimates of multi-year performance from our long-term strategic planning, and the performance of market competitors. The Compensation and Talent Committee strives to set challenging growth targets that will remain in place for more than one year, are not adjusted once set, and are aligned with our long-term strategy. We believe that our financial results and corresponding variable cash incentive payouts over the past several quarters clearly indicate that the Compensation and Talent Committee sets rigorous performance targets in our executive short-term variable cash incentive plan that are very difficult to achieve, particularly as we and the industry faced a significant cyclical downturn.

Historical Payout Factor Under Executive Short-Term Variable Cash Incentive Plan

Based on our evaluation of the factors described above, the Compensation and Talent Committee determined that our fiscal year 2024 OPBT margin and year-over-year revenue growth targets would remain the same as those from fiscal year 2023 and that these quarterly performance targets were challenging and consistent with our long-term strategy, incentivizing continued strong profit margins and long-term growth. These long-term targets are focused on factors that do not quickly become obsolete and thus drive long-term results.

For fiscal year 2024, we based the variable cash incentive payout factor for the applicable quarterly variable cash incentive period on our OPBT margin and year-over-year revenue growth compared to the same quarter in the prior year. While our executive performance incentive plan contains quarterly performance targets, the Compensation and Talent Committee designed this plan to drive long-term performance. The targets are directly linked to our long-term corporate strategy of profitable growth, which drives shareholder value creation. We believe this combination ensures that we encourage a long-term focus on our business objectives, while measuring and rewarding progress against those objectives on a quarterly basis.

The Compensation and Talent Committee implemented the following targets for the executive performance incentive plan for fiscal year 2024, reflecting no changes from the prior year:

(1)OPBT margin is equivalent to our Adjusted Operating Margin as reported in our annual and quarterly earnings releases. The Compensation and Talent Committee may adjust the OPBT margin and year-over-year revenue growth metrics in its sole discretion to exclude special items such as (but not limited to) restructuring-related expense, acquisition-related expense, amortization of intangibles, gain or loss on disposition of businesses, non-recurring royalty payments, and other similar non-cash or non-recurring items. The Compensation and Talent Committee may exclude these items if it believes necessary in order to prevent payments under the plan from being adversely or advantageously affected by special items. For purposes of determining the variable cash incentive payout factor for each quarter of fiscal year 2024, OPBT margin was adjusted to exclude acquisition-related expenses, acquisition-related transaction costs, and special charges, consistent with the non-GAAP adjustments included in our quarterly earnings releases.

While the OPBT margin and year-over-year revenue growth targets are typically set annually, for fiscal year 2024, we measured performance against those targets on a quarterly basis, applying the corresponding variable cash incentive payout factor to base salary for that quarter, and paid the variable cash incentive amounts to our executive officers on a semi-annual basis following the end of the second and fourth fiscal quarters.

We have a floor on the OPBT margin target so that profitability at or below the minimum listed OPBT margin will result in no variable cash incentive payments for that performance period, regardless of revenue growth levels. The variable cash incentive payout factor is determined using linear interpolation between the values specified in the tables above.

For fiscal year 2024, the calculated OPBT margin, year-over-year revenue growth, and variable cash incentive payout factor under our executive performance incentive plan for each quarter were as follows:

In fiscal year 2024, although we delivered OPBT margin performance, revenue growth for each of the quarters in the fiscal year was negative. As a result, the full year variable cash incentive payout factor under our executive performance incentive plan was approximately 27% of target for fiscal year 2024, compared to approximately 182% for fiscal year 2023 and approximately 293% for fiscal year 2022.

Changes for Fiscal Year 2025

In September 2024, the Compensation and Talent Committee approved our executive performance incentive plan for fiscal year 2025 (FY25 Plan). The FY25 Plan incorporates two changes from the prior plan that we implemented in response to the advisory say-on-pay vote that we received at the 2024 Annual Meeting and feedback that we received from shareholders. First, we decreased the maximum payout factor from 3.0x to 2.5x to more closely align with market practices. Second, we moved to an annual measurement period and payout, replacing the prior plan’s quarterly measurement periods and semi-annual payouts. We believe these changes are in line with the core philosophies underlying our compensation programs to create alignment between executive and shareholder interests, to drive pay for performance by ensuring incentives are tied to challenging performance metrics, and to provide market competitive compensation to attract and retain top executive talent.

Base Salary and Individual Target Variable Cash Incentive Percentages

In an effort to control costs amid a period of challenging macroeconomic conditions, we delayed our annual compensation review and adjustment cycle, which typically occurs in the spring, to September. Further, the base salaries of each of our NEOs (excluding Mr. Puccio, who was appointed in February 2024) were reduced by 10% from March 24, 2024 through September 28, 2024. In September 2024, as part of our annual review cycle, the Compensation and Talent Committee reviewed the base salaries and individual target variable cash incentive percentages for Mr. Roche and our other executive officers, including our NEOs. They considered several factors, including each executive officer’s performance, experience, tenure, job responsibilities, and market benchmark information from our peer group. As a result of this review, the Compensation and Talent Committee determined to make no changes to the base salaries or target variable cash incentive percentages for any of our NEOs (other than Mr. Mollica) in fiscal year 2024.

The Compensation and Talent Committee approved base salaries and target variable cash incentive percentages for our NEOs for fiscal year 2024 as specified in the table below:

(1)In addition, Mr. Mollica served as Interim CFO from October 29, 2023 until February 5, 2024 and was therefore an NEO during fiscal year 2024. As described above, compensation decisions for our NEOs were made in September 2024, at which time Mr. Mollica was no longer serving as Interim CFO.

(2)As described above, fiscal year 2024 base salaries for each of our NEOs other than Mr. Puccio were reduced by 10% from March through September 2024. The amounts in the table do not reflect these temporary salary reductions.

(3)Mr. Puccio joined us as Executive Vice President and Chief Financial Officer, effective February 5, 2024.

Long-Term Equity Incentives

Our equity compensation program is a broad-based, long-term employee rewards program that is intended to attract, retain, and motivate our employees, executive officers, and directors and to align their interests with those of our shareholders. We believe that our equity program is critical to our efforts to hire and retain the best talent in the extremely competitive semiconductor industry. All equity awards granted to our executive officers, including our NEOs, in fiscal year 2024 were made under the 2020 Plan.

Equity Mix

The most significant portion of our executive officers’, including our NEOs’, total compensation is in the form of equity awards, the value of which is directly tied to our financial and stock price performance over the long term. In fiscal year 2024, approximately 79% of the average total target compensation of our NEOs was in the form of equity. This percentage and equity mix results in a strong alignment between executive officers’ compensation and the interests of our shareholders.

The Compensation and Talent Committee determined to make no changes to the equity mix for any of our NEOs during fiscal year 2024. As a result, the equity mix in fiscal year 2024 remains 75% PRSUs and 25% time-based RSUs for Mr. Roche, our CEO and Chair, and 65% PRSUs and 35% RSUs for our other NEOs.

In summary, for fiscal year 2024, the form and mix of equity awards delivered as part of our annual equity award program for our executive officers, including our CEO and other NEOs, was as follows:

Equity Vehicle Structure

Performance-Based RSUs

For fiscal year 2024, approximately 75% of our annual equity awards to Mr. Roche and approximately 65% of our annual equity awards to our other executive officers, including our other NEOs, were in the form of PRSUs. To ensure that a direct link exists between the value of our long-term incentives and the value that is created for our shareholders, our fiscal year 2024 equity compensation program included two types of PRSUs for our executive officers: Relative TSR PRSUs and Financial Metric PRSUs.

Relative TSR PRSUs. The number of PRSUs that executive officers, including our NEOs, may earn is based on our TSR performance relative to the TSR performance of other companies in a comparator index over a three-year period.

The number of Relative PRSUs granted in fiscal year 2024 that vest is determined by ADI’s TSR performance relative to the TSR of the companies in the S&P 500 Index expressed as a percentile. The 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. The actual amount of PRSUs that will be earned can range from 0% to 200% of the target amount, corresponding to the percentile attainment of ADI’s TSR as compared to the companies in the S&P 500 Index. No shares will vest if ADI’s TSR is less than at the 25th percentile. The number of earned shares is capped at 100% if ADI’s 3-year TSR performance is negative.

The following table illustrates the percentage of target PRSUs that may be earned based on ADI’s relative TSR performance to the companies in the S&P 500 Index:

Attainment within performance parameters is subject to interpolation on a linear basis.

2021-2024 TSR PRSUs Payouts. The Relative TSR PRSUs granted on March 10, 2021 had a three-year performance period that ended on March 10, 2024. The comparator group designated by the Compensation and Talent Committee for the Relative TSR PRSUs granted in fiscal year 2021 consisted of the companies represented in the Philadelphia Semiconductor Index (SOX Index) as of the grant date that are included in the SOX Index for the entire performance period. The actual amount of PRSUs that could have been earned ranged from 0%-200% of the target amount, with adjustments upward or downward from the target 100% payout by 1.5% for each percentage point ADI’s TSR is above or below that of the comparator group median TSR. The target payout for the 2021-2024 Relative TSR PRSUs was achieved if ADI’s TSR was equal to the comparator group median TSR, with a threshold of 66.67 percentage points below the comparator group median and a maximum payout of 200% equal or greater to 66.67 percentage points above the comparator group median. The number of earned shares was capped at 100% if ADI’s TSR performance was negative.

On a three-year cumulative basis, our TSR performance was 29.47%, compared to the comparator group median TSR of 19.15%. This resulted in a 115.49% payout of these awards.

Financial Metric PRSUs. The Compensation and Talent Committee continued to include Financial Metric PRSUs as part of our annual equity program for our executive officers, based on non-GAAP operating profit in dollars, to incentivize long-term profitable growth measured over a three-year period. Non-GAAP operating profit is equivalent to our Adjusted Operating Income as reported in our annual and quarterly earnings releases.

The Compensation and Talent Committee selected this metric because it is a key measure that executives use both internally to drive business decisions and externally when speaking to investors about company results and progress against execution of the company’s strategy. In response to the advisory say-on-pay vote that we received at the 2024 Annual Meeting and feedback that we received from shareholders, we moved to a cumulative three-year measurement period for the Financial Metric PRSUs granted during fiscal year 2024, which were previously measured over one-year, two-year cumulative, and three-year cumulative time periods. We believe this change further incentivizes our executives to achieve short-term objectives that support our long-term strategy as well as focus on long-term financial growth. For each award, the Compensation and Talent Committee reviews and approves challenging targets taking into consideration the company’s long-term financial plan, strategic priorities, and objectives.

The Compensation and Talent Committee does not intend to re-set these targets during the performance period, regardless of company performance or economic conditions.

The number of PRSUs an executive officer, including each NEO, may earn ranges from 0% to a maximum of 200% of the target amount based on the company’s performance against the targets of this metric. For Financial Metric PRSUs granted before fiscal year 2024, the Compensation and Talent Committee determines the level of achievement of each tranche of Financial Metric PRSUs after the completion of each of the one-year, two-year cumulative, and three-year cumulative performance periods. After such determinations, the number of shares of PRSUs earned by an executive officer remains subject to a time-based service requirement and will cliff vest on the third anniversary of the grant date, subject to the executive’s employment through such date. For Financial Metric PRSUs granted in fiscal year 2024, the Compensation and Talent Committee will determine the level of achievement after the completion of the three-year cumulative performance period.

For Financial Metric PRSUs granted in fiscal year 2024, the following table illustrates the percentage of target PRSUs that may be earned based on ADI’s financial performance against target:

In December 2024, the Compensation and Talent Committee determined the level of achievement of the outstanding Financial Metric PRSUs as described below.

2022–2024 Financial Metric PRSUs: The targets were set at the beginning of fiscal year 2022, and the awards were granted in April 2022. The Compensation and Talent Committee reviewed the achievement of the third tranche of these awards (three-year cumulative time period), covering the non-GAAP operating profit for fiscal years 2022, 2023, and 2024, and determined that with a non-GAAP operating profit of $15.806 billion, which was above the non-GAAP operating profit target attainment level of $15.368 billion but below the non-GAAP operating profit maximum attainment level of $16.905 billion, 128.5% of the target number of PRSUs subject to the third tranche were earned by the company’s executive officers under this incentive compensation vehicle for that period. With all three measurement periods completed, and with the first and second tranches each payable at 200%, the company’s executive officers have earned an aggregate of 176.2% of the total target number of PRSUs subject to these incentive awards.

2023–2025 Financial Metric PRSUs: The targets were set at the beginning of fiscal year 2023, and the awards were granted in April 2023. The Compensation and Talent Committee reviewed the achievement of the second tranche of these awards (two-year cumulative time period), covering the two-year non-GAAP operating profit for fiscal year 2023 and fiscal year 2024, and determined that with a non-GAAP operating profit of $9.867 billion, which was below the non-GAAP operating profit threshold attainment level of $11.023 billion, 0% of the target number of PRSUs subject to the second tranche was earned by the company’s executive officers under this incentive award for that period. There will be no vesting of the second tranche of these awards.

Time-Based RSUs

In a volatile stock market, time-based RSUs continue to provide incentive and retentive value, which the Compensation and Talent Committee believes to be useful in retaining talented executives and employees in uncertain economic times. In this way, we use time-based RSUs as a retention tool and to enable our executive officers to accumulate stock ownership in the company. As part of our annual compensation program, time-based RSUs were granted to our NEOs in September 2024, and such awards will vest in equal increments on the first, second, third, and fourth anniversaries of August 15, 2024.

Stock Options

Prior to fiscal year 2022, we used stock options as a way to reward long-term value creation. Stock options granted to our NEOs in prior years that remain outstanding vest in accordance with the vesting dates as described in footnote 1 to the Outstanding Equity Awards at Fiscal Year-End 2024 table and are subject to a 10-year term.

In December 2020, the Compensation and Talent Committee approved the grant of a special performance stock option award (CEO Performance Stock Option Award) to Mr. Roche. The terms of the CEO Performance Stock Option Award provide that if certain challenging target stock price thresholds are met during the five-year period after the date of grant, the option becomes exercisable with respect to an aggregate of 460,000 shares of our common stock in three tranches, with each tranche exercisable one year after the applicable target stock price threshold is met. The target stock price thresholds were attained as of April 12, 2023, May 30, 2024, and July 23, 2024, and as a result, the option (i) became exercisable with respect to a 151,800 shares of common stock on April 12, 2024, (ii) will be exercisable with respect to 151,800 shares of common stock on May 30, 2025, and (iii) will be exercisable with respect to 156,400 shares of common stock on July 23, 2025, in each case subject to Mr. Roche’s continued services through such dates.

Gregory Bryant New Hire Equity Award

As part of his new-hire equity award, in March 2022, the Compensation and Talent Committee granted Mr. Bryant a PRSU award that was eligible to vest subject to the attainment of certain target stock price thresholds indicated in the table below, during a four-year performance period after the date of grant. The target stock price thresholds were attained as of May 30, 2024 and July 23, 2024, and as a result, Mr. Bryant vested in and received the number of shares indicated in the table below.

Equity Awards Granted in Fiscal Year 2024

In fiscal year 2024, the Compensation and Talent Committee granted equity awards to our NEOs as detailed in the table below (other than Mr. Mollica, who was no longer serving as Interim CFO when 2024 compensation decisions for our NEOs were made in September 2024) as part of our annual compensation program. The values below are the target grant values approved by the Compensation and Talent Committee, which are then converted into a number of RSUs or a number of target PRSUs using an approved formula based on stock price. For the accounting grant date fair value of such awards, see the Summary Compensation Table.

In addition, in March 2024, Mr. Puccio was awarded 53,121 time-based RSUs with a 3-year ratable vesting schedule as a new-hire equity award.

Determining Fiscal Year 2024 Target Compensation

Our executive compensation programs are designed to attract and retain top executive talent, align the interests of our executive officers, including our NEOs, and shareholders, and drive long-term shareholder value. The level of compensation for our executive officers is determined through the following steps:

Fiscal Year 2024 CEO and Chair Compensation Decisions

On an annual basis, the Compensation and Talent Committee takes a holistic approach to determining a compensation package for our CEO and Chair, completing a robust evaluation of ADI’s recent and long-term performance, the strategic direction of ADI, and peer compensation benchmarking and practices.

Based on a review of the above factors and discussions with its independent compensation consultant, the Compensation and Talent Committee determined to make no changes to Mr. Roche’s target total compensation package in fiscal year 2024. The Compensation and Talent Committee considers Mr. Roche’s fiscal year 2024 compensation package to be aligned with the interests of our shareholders and appropriate given his importance in driving ADI’s future success.

The Compensation and Talent Committee approved the following cash compensation package, in consideration of the factors listed above:

Mr. Roche’s total equity package remained weighted towards performance-based equity, with 75% of the total equity awarded to him in fiscal year 2024 in the form of PRSUs, and 25% in the form of RSUs to align with the interests of our shareholders.

The Compensation and Talent Committee approved the following equity compensation package, in consideration of the factors listed above:

CFO Compensation Determination Process

In February 2024, Richard C. Puccio, Jr. joined us as Executive Vice President and Chief Financial Officer. In this role. Mr. Puccio sets our financial strategy and leads our global finance operations. Mr. Puccio brings deep experience and expertise from his more than three decades of leading financial advisory and high-growth business operations activities in complex technology sectors.

New Hire Compensation Package

The Compensation and Talent Committee sought to provide a new hire compensation package that would attract Mr. Puccio, retain him for the long term, and align with ADI’s strategy to drive long-term shareholder value creation.

The Compensation and Talent Committee carefully reviewed and considered, along with its independent compensation consultant, a new hire package consisting of base salary, short-term variable cash incentive, fiscal year 2024 equity grant, and new hire cash and equity awards. As part of its determination, the Compensation and Talent Committee considered market compensation information for similarly situated executives at comparable companies, Mr. Puccio’s responsibilities and anticipated contributions to ADI, his experience and expertise, and compensation at his prior employer, including equity compensation Mr. Puccio would forfeit by departing his prior employer (Forfeited Equity) and joining ADI.

Based on the above factors, the Compensation and Talent Committee approved a base salary of $670,000 and an annual variable cash incentive target of 125% of his base salary. In addition, in connection with his new hire package, the Compensation and Talent Committee agreed to grant Mr. Puccio a fiscal year 2024 equity grant with an aggregate target value of $5.5 million, which would consist of both PRSUs (65% of award) that vest based on the attainment of challenging performance goals related to TSR and financial performance and time-based RSUs (35% of award), consistent with equity awards granted to our other executive officers in fiscal year 2024.

The Compensation and Talent Committee designed Mr. Puccio’s new hire equity award as a key element of his compensation arrangement. Consistent with its customary practice in determining new hire equity awards for key executives, the Compensation and Talent Committee strived to achieve three key objectives when considering the quantum and structure of Mr. Puccio’s new hire equity award: (i) provide Mr. Puccio with an appropriate equity award considering the Forfeited Equity, to the extent such awards furthered ADI’s and its shareholders best interests, (ii) provide Mr. Puccio an immediate stake in our long-term growth as a shareholder of ADI, and (iii) incentivize Mr. Puccio to join ADI. At the time Mr. Puccio was discussing potential employment with ADI, the Compensation and Talent Committee considered the Forfeited Equity, and based on its value and market compensation information, the Compensation and Talent Committee evaluated the value and structure necessary to induce Mr. Puccio to join ADI. As a result, the Compensation and Talent Committee determined that a quantum of $10 million in time-based RSUs with a 3-year ratable vesting schedule was appropriate and necessary to induce Mr. Puccio to join ADI. The Compensation and Talent Committee also reviewed market data validating that Mr. Puccio’s new hire equity award is in line with similarly positioned executives who were hired by our peers over the past several years.

In addition, the Compensation and Talent Committee determined to provide Mr. Puccio a new hire cash award of $500,000 to induce him to join ADI and to reflect the conditions of the Forfeited Equity. Because the Forfeited Equity awards were subject to quarterly vesting, the new hire cash was designed to offset a portion of the Forfeited Equity that would otherwise have vested in the next quarter at his prior employer. The new hire cash award is subject to repayment if Mr. Puccio leaves without cause within two years of his hire.

The following tables summarize the key elements of the compensation package granted to Mr. Puccio during fiscal year 2024 that are described above:

Annual Compensation

New Hire Awards

Relocation, Temporary Living, and Vehicle Expenses

In addition to the above, consistent with our standard relocation assistance policy for executive level positions, during fiscal year 2024 we provided Mr. Puccio reimbursement with respect to relocation, temporary living, and vehicle expenses to support his move from the state of Washington to Massachusetts and reimbursement for related tax payments, totaling $543,077 in the aggregate.

Compensation Determination for Other NEOs

In determining fiscal year 2024 compensation for our other NEOs, including base salary levels, annual incentive plan payout targets, and fiscal year 2024 equity grants, the Compensation and Talent Committee considered the executive’s individual responsibilities and other factors including their performance, experience, tenure, and market data and benchmark information from our peer group companies. During fiscal year 2024, the Compensation and Talent Committee determined to make no changes to the total target compensation of any of our other NEOs (other than Mr. Mollica, who was no longer serving as Interim CFO when 2024 compensation decisions for our NEOs were made in September 2024).

Other Compensation

Retirement and Other Employee Benefits

We maintain broad-based benefits for all employees, including medical, dental, and vision insurance, life and disability insurance, retirement plans, and our Amended and Restated 2022 Employee Stock Purchase Plan (ESPP). Executive officers, including our NEOs, are eligible to participate in all of our employee benefit plans on the same basis as our other employees. The retirement and other employee benefit components of our executive compensation programs are designed to attract excellent candidates by providing financial protection and security, and reward our executives for the total commitment we expect from them in service to ADI.

We maintain a Deferred Compensation Plan (DCP), under which our executive officers and directors, along with a select group of senior management and engineering employees, are eligible to defer receipt of some or all of their cash compensation. This plan offers many of the same investment options as our 401(k) plan. Under our DCP, we provide all participants (other than non-employee directors) with company contributions equal to up to 8% of eligible deferred contributions.

In the United States during fiscal year 2024, we contributed to our 401(k) plan on behalf of all eligible employees, including our NEOs, amounts equal to 5% of the employee’s eligible compensation, plus matching contributions up to an additional 3%, subject to Internal Revenue Service (IRS) limits. For those employees who also participated in the DCP described above, any compensation that was deferred under that plan was not considered eligible compensation for purposes of our company contributions under the 401(k) plan. We also provided employees who are eligible to participate in the 401(k) plan but whose compensation is greater than the amount that may be taken into account in any plan year as a result of IRS limits with a taxable cash payment equal to 8% of the employee’s 401(k)-eligible compensation in excess of the IRS limit (TIP Restoration).

Under our Post-Retirement Equity Vesting Policy (PREV), eligible stock-based awards, including RSUs (including those that vest based on the achievement of performance goals), restricted stock awards, and stock options may continue to vest, subject to the terms of the policy, after an employee’s retirement. Equity awards issued to executive officers, including our NEOs, are eligible for post-employment vesting under the policy. The PREV does not apply to equity awards granted outside ADI’s focal grant cycle, such as off-cycle new-hire, retention, or promotion awards. The PREV is administered by a committee consisting of our Chief Financial Officer, Chief Legal Officer, and Chief People Officer and any retirement under the PREV must be approved by at least two members of the committee, or in the case of any retirement of a member of our executive Leadership Team, must be approved by the Compensation and Talent Committee. Approval to receive retirement vesting benefits under the PREV is entirely discretionary and the PREV does not confer any right to continue vesting in equity awards following retirement to any employee.

Limited Perquisites

We do not award extensive perquisites to our executive officers. In fiscal year 2024, we provided cybersecurity protection services, a voluntary health services benefit, and reimbursement for financial and tax planning services of up to $15,000 for our CEO and Chair and up to $10,000 for our other executive officers, including our NEOs. In addition, during fiscal year 2024 we provided Mr. Puccio with reimbursement for relocation, temporary living, and vehicle expenses and related taxes to support his move from the state of Washington to Massachusetts. These items are detailed in the Summary Compensation Table.

On occasion, and with the approval of our CEO and Chair, an executive or director may have his or her family members accompany him or her on the company’s leased airplane when traveling on business. The executive or director may incur taxable income for such travel in accordance with applicable tax rules. We do not gross-up or otherwise compensate the executive or director for any income tax owed by them for any such travel. In accordance with our policies, our CEO and Chair may use our leased aircraft for personal travel and will incur taxable income for such travel in accordance with applicable tax rules.

Severance, Retention and Change in Control Benefits

Change in Control Benefits

We have entered into change in control retention agreements (ADI Retention Agreement) with Messrs. Roche, Puccio, Bryant, Jain, and Mollica and Ms. Sacks and certain other key employees.

The form of the ADI Retention Agreement provides for severance benefits if the employee’s service with us is terminated within 24 months after a change in control (as defined in the ADI Retention Agreement) that was approved by our Board of Directors. We designed the ADI Retention Agreement to help ensure that our executive team is able to evaluate objectively whether a potential change in control transaction is in the best interests of ADI and our shareholders, despite possible risks to their future employment. We believe that retaining the services of our key executives during a change in control scenario is critical. The ADI Retention Agreement helps ensure the continued services of our executive officers throughout the change in control transaction by giving them incentives to remain with us rather than seeking alternative employment or being recruited to a competitor during a highly uncertain time. The Compensation and Talent Committee reviewed prevalent market practices in determining the severance amounts and the events that trigger payments under the agreements. The Compensation and Talent Committee determined that the amounts and triggering events were appropriate and designed to encourage decision-making that is in the best interests of ADI. In fiscal year 2024, the Compensation and Talent Committee asked Pearl Meyer, its independent compensation consultant, to review our severance, retention, and change in control arrangements. Pearl Meyer advised, and the Compensation and Talent Committee determined, that those arrangements were competitive with existing market practice in the semiconductor industry and that it was appropriate to maintain the program for fiscal year 2024. Change in control retention agreements entered into between ADI and eligible employees since 2009 do not contain excess parachute payment tax gross-up provisions.

Under our 2020 Plan and our 2006 Plan, in the event of a change in control, all of our employees who continue to remain employed on the closing of the change in control, including our NEOs, would have the vesting of one-half of the shares of common stock subject to their then outstanding unvested equity awards accelerate and become immediately exercisable and free from forfeiture. The remaining one-half of their unvested equity awards would continue to vest in accordance with the original vesting schedules, and any remaining unvested equity awards would vest if, on or prior to the first anniversary of the change in control, his or her employment is terminated without “cause” or for “good reason” (as defined in the plan).

We have provided more detailed information about these benefits, along with estimates of their value under various circumstances, under the caption Potential Payments Upon Change in Control below.

Severance Benefits

When the employment of an executive officer terminates in a situation that does not involve a change in control, the executive officer is entitled to receive the same benefits as any other terminated employee in that geographical location.

Compensation and Talent Committee Consultants

The Compensation and Talent Committee has the authority, in its sole discretion, to retain or obtain the advice of any independent legal, accounting, or other advisors it deems necessary or appropriate to carry out its responsibilities. The Compensation and Talent Committee is empowered, without further action by the Board of Directors, to cause ADI to pay the compensation of these advisors as established by the Compensation and Talent Committee. The Compensation and Talent Committee continued to use Pearl Meyer as its independent compensation consultant for fiscal year 2024 because of Pearl Meyer’s experience working with our Compensation and Talent Committee and with compensation committees at other technology companies.

As part of its annual process, the Compensation and Talent Committee considered the independence factors that are identified in the Nasdaq Rules when selecting and retaining its advisors. Specifically, with respect to Pearl Meyer, when our Compensation and Talent Committee appointed Pearl Meyer for fiscal year 2024, it analyzed whether Pearl Meyer’s role raised any conflicts of interest by considering the following factors: (i) Pearl Meyer does not provide any services directly to ADI (although we pay Pearl Meyer on the Compensation and Talent Committee’s behalf), (ii) the percentage of Pearl Meyer’s total revenue resulting from fees paid by us on the Compensation and Talent Committee’s behalf, (iii) Pearl Meyer’s conflict of interest policies and procedures, (iv) any business or personal relationship between Pearl Meyer and an executive officer, or between Pearl Meyer’s individual compensation advisors and an executive officer or any member of our Compensation and Talent Committee, and (v) any ADI stock owned

by Pearl Meyer or its individual compensation advisors. After considering these factors, the Compensation and Talent Committee determined that Pearl Meyer’s work did not create any conflicts of interest.

Pearl Meyer reports directly to the Compensation and Talent Committee and assists the Compensation and Talent Committee in evaluating and designing our executive and director compensation program and policies. In connection with its work for the Compensation and Talent Committee, Pearl Meyer is invited to attend the Compensation and Talent Committee’s meetings and, upon request of the Compensation and Talent Committee, attends executive sessions of the Compensation and Talent Committee. For fiscal year 2024, Pearl Meyer assisted the Compensation and Talent Committee with matters, including:

u Defining a peer group of companies;

u Reviewing and validating the appropriateness of executive performance incentive plan goals;

u Providing market data and advice regarding executive and director compensation plan design, design of the executive performance incentive plan, and equity incentive mix and design;

u Conducting a detailed analysis of the competitiveness and appropriateness of ADI’s total executive compensation opportunity and total director compensation opportunity in comparison to our defined peer group;

u Conducting a risk assessment of our executive compensation programs; and

u Advising on regulatory changes and their potential impact on our executive compensation programs along with any other aspects of our compensation programs.

Risks We Consider in Our Compensation Programs

In fiscal year 2024, our Compensation and Talent Committee reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation programs, considered various mitigating factors, and reviewed these items with its independent compensation consultant, Pearl Meyer. In addition, our Compensation and Talent Committee asked Pearl Meyer to conduct an independent risk assessment of our executive compensation programs. Based on these reviews and discussions, the Compensation and Talent Committee does not believe that any risks arising from our employee compensation policies and practices are reasonably likely to have a material adverse effect on ADI. Our Compensation and Talent Committee believes that any such risks are mitigated by the following factors, among others:

Additional Compensation Policies

Executive Stock Ownership Guidelines

Under our guidelines, the target stock ownership levels are:

The CEO has four years from the date of his or her appointment as CEO to achieve his or her 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 his or her targeted level.

All members of our Leadership Team as of November 2, 2024 were in compliance with our stock ownership guidelines.

Compensation Recovery

Under the Sarbanes-Oxley Act, in the event of misconduct that results in an accounting restatement, our CEO and Chief Financial Officer are required to reimburse us for any bonus or other incentive-based or equity-based compensation they received during the twelve months prior to such restatement. In addition, the Compensation and Talent Committee adopted a compensation recovery policy in accordance with Rule 10D-1 of the Exchange Act and the Nasdaq Rules. The 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 attempt to recover from our CEO and other officers (as defined in Rule 16a-1(f) under the 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.

Insider Trading Policies and Procedures

Wemaintain an Insider Trading Policy that governs the purchase, sale, and other transactions in our securities by our directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules, and regulations. This policy prohibits trading in ADI’s securities when any of these individuals (or their family members or entities that they control) are in possession of material non-public information. The policy also provides for “black-out periods” during which certain individuals are prohibited from transacting in ADI securities, as well as pre-clearance procedures for certain individuals, including all executive officers and directors, before engaging in certain transactions. The policy also prohibits certain hedging and pledging transactions that may lead to inadvertent violations of the policy or otherwise create the appearance of impropriety or violations, as described below under No Hedging or Pledging Policy. In addition to the policies and procedures applicable to our directors, officers, and employees, the policy provides that ADI will only transact in our securities in accordance with applicable U.S. federal securities laws, including those relating to insider trading.

No Hedging or Pledging Policy

Certain transactions in ADI securities such as (i) short sales, including short sales “against the box”, (ii) buying or selling puts, calls, or other derivative securities, (iii) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of ADI’s securities, or (iv) purchasing securities on margin, borrowing against ADI securities held in a margin account, or pledging ADI securities as collateral for a loan, create a heightened compliance risk or could create the appearance of misalignment between ADI’s directors and employees and ADI’s shareholders. As a result, our insider trading policy prohibits such transactions without the approval of the Board of Directors.

Equity Award Grant Date Policy

Our Compensation and Talent Committee has adopted a policy that prohibits timing or selecting grant dates of any stock options or stock-based awards in coordination with the release of material non-public information, which includes specific policies regarding the grant dates of equity awards for our executive officers and employees shown below. In each case, the exercise price of any stock options granted must equal the closing price of our common stock on the grant date.

We describe the Equity Award Grant Date Policy for our non-employee directors above under Corporate Governance—Director Compensation.

Tax and Accounting Considerations

We are generally entitled to a U.S. federal income tax deduction with respect to compensation income paid to our service providers, subject to Section 162(m) of the Internal Revenue Code of 1986, as amended, which disallows a federal income tax deduction with respect to compensation paid in excess of $1 million in any one year to certain of our current and former executive officers. The Compensation and Talent Committee uses its judgment to authorize compensation payments that may be subject to the limitation on tax deductibility when the Compensation and Talent Committee believes such payments are appropriate and in the best interest of ADI and our shareholders.

Mr. Roche has a change in control retention agreement that contains tax gross up provisions regarding excess parachute payments made in connection with transactions subject to Section 280G of the Internal Revenue Code. Since 2009, any new executive compensation arrangements for new executives do not contain tax gross up provisions for excess parachute payments.

We expense in our financial statements the compensation that we pay to our executive officers, as required by U.S. generally accepted accounting principles. As one of many factors, the Compensation and Talent Committee considers the financial statement impact in determining the amount of, and allocation among the elements of, compensation. We account for stock-based compensation under our equity inventive plans, in accordance with U.S. generally accepted accounting principles.