Form 4: Teradyne Director Boosts Stake via Deferred Stock Units

Teradyne, Inc. Director Peter Herweck increased his beneficial ownership by acquiring 155 Deferred Stock Units through compensation deferral and dividend reinvestment.

Summary

• Director Peter Herweck acquired 148 Deferred Stock Units (DSUs) on December 17, 2025, as a result of deferring his quarterly cash compensation.
• An additional 7 DSUs were acquired on the same date through the reinvestment of dividends paid on his existing DSUs, an acquisition exempt under Exchange Act Rule 16b-3(d).
• These transactions increased his total beneficial ownership of Teradyne, Inc. common stock (in the form of DSUs) from 15,362 to 15,369 units.
• DSUs are settled one-for-one in Common Stock generally within ninety days of the date a non-employee director no longer serves in such capacity.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive. While this is a routine insider transaction related to compensation rather than an open market purchase, the director's choice to defer cash into equity and reinvest dividends indicates continued alignment with shareholder interests and a commitment to the company's long-term performance.

Positives

• The director's decision to defer cash compensation into equity and reinvest dividends into additional DSUs demonstrates continued alignment of his interests with those of shareholders.
• Increased insider ownership, even through compensation, can signal confidence in the company's long-term prospects.

Future Outlook

Deferred Stock Units (DSUs) held by the reporting person are expected to settle one-for-one in Teradyne Common Stock generally within ninety days after the director ceases to serve in that capacity.

Industry Context

The practice of providing non-employee directors with equity-based compensation, often through deferred stock units, is a common corporate governance strategy across various industries. It aims to align the interests of directors with long-term shareholder value by tying a portion of their compensation to the company's stock performance.

Comparison to Industry Standards

• The deferral of cash compensation into equity (Deferred Stock Units) is a standard practice for non-employee directors in many publicly traded companies, including those in the technology and semiconductor test equipment sectors, similar to peers like Cohu, Inc. or Advantest Corporation, which also utilize equity-based compensation plans for their board members.
• The reinvestment of dividends into additional equity units is a common feature of such compensation plans, further enhancing a director's equity stake and aligning incentives, consistent with global benchmarks for corporate governance best practices.

Corporate Governance

Related Party Transactions

• The acquisition of Deferred Stock Units by Director Peter Herweck represents a related party transaction, as it involves compensation provided by Teradyne, Inc. to a member of its board of directors. This is a standard and disclosed form of compensation for non-employee directors.

Stakeholder Impact

• Shareholders: The increased equity stake of a director through compensation deferral and dividend reinvestment can be viewed positively, as it further aligns management's interests with long-term shareholder value.
• Employees: No direct impact mentioned.

Next Steps

• The Deferred Stock Units will convert into Teradyne Common Stock upon Peter Herweck's departure from his role as a non-employee director.

Key Dates

Keywords

Teradyne, TER, Form 4, Insider Transaction, Beneficial Ownership, Deferred Stock Units, Director Compensation, Equity Compensation, Dividend Reinvestment