ANALOG DEVICES INC

Our non-employee director compensation program is designed to attract and retain experienced and knowledgeable directors and to provide equity-based compensation to align the interests of our directors with those of our shareholders. Each non-employee director receives an annual cash retainer and an annual equity award in the form of RSUs. To reflect their additional responsibilities, the Chairs and members of all committees receive an additional cash retainer. The Lead Independent Director also receives an additional cash retainer. Mr. Roche, as an employee director, does not receive any additional compensation for his services as director or as Chair of the Board of Directors.

Our Board of Directors has delegated to the Compensation and Talent Committee the responsibility to review and recommend to the Board of Directors any proposed changes to non-employee director compensation. Annually, the Compensation and Talent Committee reviews with its independent compensation consultant, Pearl Meyer and Partners (Pearl Meyer), non-employee director compensation information for our peer group to check the alignment of our non-employee director compensation package with market practice and current trends. The Compensation and Talent Committee then makes recommendations to the full Board of Directors with respect to compensation of our non-employee directors, and the full Board of Directors reviews these recommendations and makes a final determination. In fiscal year 2024, the Board of Directors determined to increase the annual retainers for (i) each member of the Board of Directors from $90,000 to $100,000, (ii) the Lead Independent Director from $40,000 to $55,000, (iii) the Chairs of the Compensation and Talent Committee and Nominating and Corporate Governance Committee from $20,000 to $30,000, (iv) the Chair of the Corporate Development Committee from $15,000 to $30,000, (v) the members of the Compensation and Talent Committee, Nominating and Corporate Governance Committee, and Corporate Development Committee from $10,000 to $15,000, and we also increased the value of the annual equity award to non-employee directors from an equivalent of $225,000 to an equivalent of $235,000. In fiscal year 2024, we granted 100% of the value of the annual equity award to each of our non-employee directors in the form of time-based RSUs. These RSUs vest in full on the earlier of the first anniversary of the date of grant or the date of ADI’s next annual meeting of shareholders to align with the service period. On March 13, 2024, we granted each non-employee director then in-office 1,205 RSUs.

In addition to the compensation described above, we reimburse our directors for travel and other ordinary business expenses incurred in connection with their service on the Board of Directors.