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ANALOG DEVICES INC

For the period ended Mar 11, 2026. Filed Jan 23, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 11, 2026 · Filed Jan 23, 2026

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ADI$363.56+0.7%Stored close · as of Nov 6, 2026
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Contents

Director Compensation

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. We did not make any changes to our non-employee director compensation program in fiscal year 2025. In fiscal year 2025, 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. To align with the directors’ service period, 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. On March 12, 2025, we granted each non-employee director then in-office 1,160 RSUs. On February 18, 2025, Ms. Wainer, who joined our Board of Directors in January 2025, was granted an RSU award (rounded to the nearest share) with a value of approximately $40,027, representing the pro-rated value of our fiscal year 2024 annual director grant, for services to be provided from the date of her initial appointment as a director through the 2025 annual meeting. In February 2026, Dr. Matsuoka, who joined our Board of Directors in January 2026, will be granted RSUs for services to be provided from the date of her initial appointment as a director through the Annual Meeting.

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.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.