ANALOG DEVICES INC
For the period ended Mar 11, 2026. Filed Jan 23, 2026.
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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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Contents
Proxy Summary
ADI at a Glance
Analog Devices, Inc. is a global semiconductor leader that bridges the physical and digital worlds to enable breakthroughs at the Intelligent Edge. ADI combines analog, digital, artificial intelligence (AI), and software technologies into solutions that help drive advancements in automation and robotics, mobility, energy and data centers, and healthcare, combat climate change, and reliably connect humans and the world.
| Revenue By End Market(1),(2) | Revenue By Geography(1),(2) |
|---|
(1)Fiscal year 2025.
(2)The sum of the individual percentages may not equal 100% due to rounding.
Fiscal Year 2025 Performance Highlights
| $11.0B | 61.5% | 26.6% | $4.56 | $4.8B |
|---|---|---|---|---|
| Revenue | Gross Margin | Operating Margin | Diluted Earnings per Share | Operating Cash Flow |
| ~87% | 69.3% | 41.9% | $7.79 | $4.3B |
| Business-to-Business Revenue | Adjusted Gross Margin* | Adjusted Operating Margin* | Adjusted Diluted Earnings per Share* | Free Cash Flow* |
| >$24B | 9.5% | >375% |
|---|---|---|
| Cash Returned to Shareholders Over the Last 10 Years | 10-Year Dividend CAGR | 10-Year Total Shareholder Return |
- See Appendix B for information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.
| 2026 Proxy Statement | 1 |
|---|
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 the form of 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 1, 2025 (fiscal year 2025) and short-term and long-term incentive targets approved by the Compensation and Talent Committee in fiscal year 2025.
Fiscal Year 2025 Target Compensation for CEO
Fiscal Year 2025 Target Compensation for Other Named Executive Officers (NEOs)(1)
(1)Consists of Richard C. Puccio, Jr., Martin Cotter, Vivek Jain, and Katsu Nakamura.
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.
| 2 | Proxy Summary |
Stock Performance Graph
Fiscal year 2025 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 October 31, 2020 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 October 31, 2020 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 of our respective fiscal years.
| 2026 Proxy Statement | 3 |
|---|
Our Board of Directors and Corporate Governance
Director Nominees
ADI’s Board of Directors is composed of an experienced group of global thought, business, and academic leaders. On January 20, 2026, Susie Wee informed our Board of Directors that she decided not to stand for re-election at the Annual Meeting. Dr. Wee will continue to serve as a member of the Board of Directors through the date of the Annual Meeting. Also on January 20, 2026, Yoky Matsuoka was appointed to our Board of Directors. Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has determined, to nominate each of the following members of our Board of Directors for election or re-election, as applicable, at the Annual Meeting.
| Name | Independent | Age | DirectorSince | AuditCommittee | Compensation& TalentCommittee | Nominating &CorporateGovernanceCommittee | CorporateDevelopmentCommittee |
|---|---|---|---|---|---|---|---|
| VINCENT ROCHEChief Executive Officer and Chair of the Board of Directors Analog Devices, Inc. | 65 | 2013 | |||||
| STEPHEN M. JENNINGSLead Independent Director and Former Principal of Deloitte LLP | ü | 64 | 2023 | l | |||
| ANDRÉ ANDONIAN Chief Executive Officer of Andonian Advisory Pte. Ltd., Chair of Asia Pacific and Strategic Advisor at Flagship Pioneering, and Senior Advisor – Senior Partner Emeritus at McKinsey & Company | ü | 63 | 2022 | l | l | ||
| EDWARD H. FRANK, Ph.D. Executive Chair of Gradient Technologies | ü | 69 | 2014 | l | l | ||
| KAREN M. GOLZ Former Global Vice Chair of Ernst & Young LLP | ü | 71 | 2018 | l | |||
| PETER B. HENRY, Ph.D.Class of 1984 Senior Fellow at Stanford University’s Hoover Institution and Senior Fellow at Stanford’s Freeman Spogli Institute for International Studies | ü | 56 | 2023 | l | l | ||
| MERCEDES JOHNSON Former Chief Financial Officer of Avago Technologies (now Broadcom) | ü | 71 | 2021 | l | |||
| YOKY MATSUOKA, Ph.D. Executive Officer of Panasonic Holdings Corporation | ü | 54 | 2026 | l | |||
| RAY STATA Co-Founder and Former Chair of the Board of Directors of Analog Devices, Inc. | 91 | 1965 | |||||
| ANDREA F. WAINERFormer Executive Vice President, Rapid and Molecular Diagnostics, Abbott Laboratories | ü | 57 | 2025 | l | l | ||
l - Chair l - Member
| 4 | Proxy Summary |
Board Profile
ADI’s directors contribute significant experience in the areas most relevant to overseeing our business and strategy. The matrix below provides a high-level summary of the experience and qualifications of our director nominees:
| Executive Leadership | 6/10 | International | 9/10 | Cybersecurity, Information Systems | 2/10 |
| Industry | 8/10 | Large-Scale Operations, Manufacturing | 8/10 | Mergers and Acquisitions | 5/10 |
| Innovation and Emerging Technologies | 9/10 | Government Affairs, Public Policy | 3/10 | Sustainability, Human Capital, Human Rights, and Diversity | 6/10 |
| Corporate Governance, Public Company Board | 8/10 | Strategy | 10/10 | ||
| Financial, Accounting, Auditing | 4/10 | Risk Management, Regulatory, Compliance | 2/10 | ||
| DIRECTOR NOMINEE AGE | INDEPENDENT DIRECTORNOMINEE TENURE |
|---|---|
| Average Age: 66 yearsMedian Age: 65 years | Average Independent DirectorNominee Tenure: 3.75 years |
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 Yoky Matsuoka, who brings significant experience in robotics and artificial intelligence, to our Board of Directors in January 2026uOur 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 to provide our shareholders with a meaningful right to call a special meetinguAmended our Code of Business Conduct and Ethics to enhance readability and clearly convey our expectations on various matters related to ethical business conduct consistent with our values and applicable laws and regulationsuEnhanced our annual Board of Directors’ evaluation process to include periodic self and peer assessments and individual feedback based on the assessments uChanges to our Executive Performance Incentive Plan to decrease the maximum payout factor from 3.0x to 2.5x of target and implement an annual measurement period and payout, replacing the prior plan’s quarterly measurement and semi-annual payouts, which became effective in fiscal year 2025
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. For more information, see Corporate Governance—Oversight by our Board.
| 2026 Proxy Statement | 5 |
|---|
Shareholder Engagement Highlights
We conduct extensive investor outreach throughout the year involving our independent directors, senior management, and members of our legal, ESG, compensation, and investor relations organizations. 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
| Summer | Fall | Winter | Spring | ||
| uEvaluate proxy season outcomes and trends, corporate governance best practices, and regulatory developmentsuPublish annual ESG report to inform stakeholders, including investors, about recent developments relating to ESG matters | uConduct outreach with top investors to understand their priorities and solicit feedback on governance topics, including ESG and compensationuShare investor feedback with our Board of Directors | uPublish Annual Report and Proxy StatementuConduct outreach with top investors to discuss items to be considered at the annual meeting, given matters to be considered, if neededuAnnual Meeting | |||
In the fall of 2025, as part of our annual outreach program, we reached out to shareholders collectively representing approximately 45% of our total shares outstanding and proxy advisory firms with an invitation to have discussions with their corporate governance teams. Shareholders representing approximately 25% of our total shares outstanding, as well as proxy advisory firms, accepted our engagement invitation. These meetings included members of our legal, ESG, compensation, and investor relations organizations. In addition, our Lead Independent Director participated in meetings with shareholders representing approximately 21% of our total shares outstanding.
| Contacted | Engaged | Director Participated |
|---|
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. For more information about the feedback we received from shareholders during fiscal year 2025 and actions we took in response, please see the Shareholder Engagement section of this Proxy Statement.
| 6 | Proxy Summary |
Voting Matters and Vote Recommendations
| Proposal | Items of Business | Board Recommendation | Page Reference |
|---|---|---|---|
| 1 | Election of 10 DirectorsuOur 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 | FOR each director nominee | 8 |
| 2 | Advisory Approval of the Compensation of our Named Executive OfficersuOur executive compensation programs are designed to align pay outcomes with company performance, taking into account shareholder feedback and interests. The compensation paid to our named executive officers in 2025 was designed to drive continued successful operational and financial performance and to attract, motivate, reward, and retain top executive talent | FOR | 41 |
| 3 | Ratification of the Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for our Fiscal Year EndingOctober 31, 2026uErnst & Young LLP is an independent auditing firm with the required knowledge and experience to effectively audit our financial statements. Audit and non-audit services are pre-approved by the Audit Committee | FOR | 72 |
| 4 | Approval of the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive PlanuOur Board of Directors believes that our success depends, in large part, on our ability to maintain a competitive position by attracting, retaining, and motivating key employees with experience and ability and that our stock-based compensation programs are central to this objective | FOR | 79 |
| 5 | Shareholder ProposaluOur Board of Directors recommends that shareholders vote AGAINST this shareholder proposal, if properly presented at the Annual Meeting | AGAINST | 90 |
| 2026 Proxy Statement | 7 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.