Form 4: Analog Devices CEO Acquires Shares Following Performance-Based Vesting

Analog Devices' CEO, Vincent Roche, acquired 2,999 shares of common stock on March 20, 2024, following the vesting of performance-based restricted stock units.

Summary

• On March 20, 2024, Vincent Roche, Chair & CEO of Analog Devices Inc., acquired 2,999 shares of the company's common stock.
• This acquisition resulted from the vesting of performance-based restricted stock units.
• The vesting was triggered by the certification of the Issuer's Compensation and Talent Committee on March 20, 2024.
• The committee certified that pre-established performance parameters relating to the Issuer's relative total shareholder return (TSR) performance against the median TSR of a defined comparator group of companies were achieved at 115.49% of the target.
• These restricted stock units were initially granted to Mr. Roche on March 10, 2021.
• Following the reported transaction, Mr. Roche directly owns 22,360 shares of Analog Devices common stock.

Sentiment

Score: 7

Explanation: The document indicates positive performance as the vesting of shares was triggered by exceeding the target TSR. This suggests the company is performing well relative to its peers, which is a positive signal for investors.

Positives

• The vesting of performance-based restricted stock units indicates that Analog Devices achieved a significant portion of its performance targets related to total shareholder return (TSR).
• The achievement of 115.49% of the target suggests strong performance relative to its comparator group.

Future Outlook

The shares are to be issued to the Reporting Person on March 25, 2024, subject to the Reporting Person's continued service through the Vesting Date.

Industry Context

Executive compensation often includes performance-based equity awards to align management's interests with those of shareholders. The vesting of these awards based on TSR performance is a common practice in the industry.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded companies, particularly in the technology sector.
• Companies like Texas Instruments and Qualcomm also utilize TSR-based metrics in their executive compensation plans.
• The specific target levels and comparator groups vary, but the underlying principle of aligning executive pay with shareholder value creation is consistent.

Stakeholder Impact

• The vesting of performance-based restricted stock units suggests that Analog Devices is delivering value to its shareholders.
• This can positively impact shareholder confidence and potentially lead to increased investment in the company.

Next Steps

• The shares will be issued to Vincent Roche on March 25, 2024, contingent on his continued service.

Key Dates