ANALOG DEVICES INC

ADI at a Glance

Analog Devices, Inc. is a global semiconductor leader that bridges the physical and digital worlds and brings intelligence to the Edge where our solutions help customers transform raw data into actionable insights to make connected devices smarter and more responsive. And, by harnessing the power of artificial intelligence (AI) and machine learning at the Edge, we strive to significantly reduce complexity while increasing impact and innovation for our 125,000 global customers.

Background

Fiscal Year 2024 Revenue:$9.4B

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 Compensation

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

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 the fiscal year ended November 2, 2024 (fiscal year 2024) and short-term and long-term incentive targets approved by the Compensation and Talent Committee in fiscal year 2024.

Fiscal Year 2024 Target Compensation for CEO

Fiscal Year 2024 Target Compensation for Other Named Executive Officers (NEOs)(1)

(1)Consists of 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.

Stock Performance Graph

Fiscal year 2024 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 2, 2019 with the cumulative total return of the Standard & Poor’s (S&P) 500 Index and the Nasdaq Composite Index. The graph assumes the investment of $100 on November 2, 2019 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.

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.

Compensation Feedback and Responsiveness

Prior to and following our 2024 Annual Meeting, as part of our annual outreach program, we met with shareholders representing over 36% of our total shares outstanding, as well as proxy advisory firms, to discuss executive compensation, corporate governance, and other ESG topics. 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. In response to the advisory say-on-pay vote that we received at the 2024 Annual Meeting of Shareholders (2024 Annual Meeting) and feedback that we received from shareholders, during fiscal year 2024 we made the changes described in the table below to our executive short-term variable cash incentive and long-term incentive programs. We believe these changes better align executive and shareholder interests, incentivize our executives to achieve short-term objectives that support our long-term strategy as well as focus on long-term financial growth, continue to focus on challenging performance metrics, and provide market competitive compensation to attract and retain top executive talent. A detailed discussion of shareholder feedback and our responsiveness related to executive compensation is in the Shareholder Engagement and Compensation Discussion and Analysis sections of this Proxy Statement.

Our Board of Directors and Corporate Governance

Director Nominees

ADI’s Board of Directors is composed of a diverse, experienced group of global thought, business, and academic leaders. On January 9, 2025, James Champy informed our Board of Directors that he decided not to stand for re-election at the Annual Meeting. Consequently, Mr. Champy will retire as a director and the Board of Directors has reduced the size of the Board of Directors to eleven members, both as of the date of the Annual Meeting on March 12, 2025. 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.

l - Chair l - Member

Board Profile

ADI’s directors contribute significant experience in the areas most relevant to overseeing our business and strategy. The below matrix provides a high-level summary of the experience and qualifications of our director nominees:

What’s NewWe periodically review our corporate governance policies and practices and compare them to those suggested by various authorities in corporate governance and the practices of other public companies. We believe that good corporate governance is important to ensure that ADI is managed for the long-term benefit of our shareholders. Updated items include: uContinued to expand the capabilities of the Board of Directors by adding Andrea F. Wainer, who brings deep expertise leading innovative businesses in the diagnostics and pharmaceutical industries to our Board of DirectorsuOur Board of Directors adopted resolutions approving and declaring the advisability of adopting amendments to our Articles of Organization to lower the voting requirement for the approval of certain matters from a supermajority to a simple majority voting standarduOur Board of Directors amended our Bylaws to allow shareholders holding 25% of our outstanding shares for at least one year to call a special meeting, reducing the previous 80% threshold, which the Board of Directors believes strikes an appropriate balance between enhancing our shareholders’ ability to act on matters important to them and protecting against the risk that a small number of shareholders whose interests may not be shared by a broad base of shareholders could trigger a special meeting, resulting in financial expenses and disruption to our businessuCommitted to including in each search for new directors qualified candidates who reflect diversity of experience, skills, and industry familiarity, as well as gender, racial, ethnic, sexual orientation, and geographic diversityuSpecifically designated oversight of climate matters to the Nominating and Corporate Governance Committee

Oversight by our Board

The Board of Directors reviews our overall performance, and its primary responsibility is to oversee the management of ADI and, in doing so, serve the best interests of ADI and its shareholders. The Board of Directors and each of its committees assesses risks associated with their respective areas of oversight. For example, in addition to financial reporting and related matters, the Audit Committee oversees our cybersecurity and information security programs, practices, and risk mitigation efforts. The Nominating and Corporate Governance Committee oversees our environmental, social, and governance (ESG) programs, practices, and reporting, including issues of significance relating to climate, sustainability, and social and governance activities. Our Compensation and Talent Committee is responsible for oversight of our enterprise-level strategies and programs relating to human capital management and diversity. For more information, see Corporate Governance—Oversight by our Board.

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.

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 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. These meetings included members of our legal, ESG, compensation, human relations, and investor relations organizations. In addition, 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.

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. For more information about the feedback we received from shareholders during fiscal year 2024 and actions we took in response, please see the Shareholder Engagement section of this Proxy Statement.

Voting Matters and Vote Recommendations