Form 4: Teradyne Director Converts Compensation to Stock Units

Teradyne Director Peter Herweck deferred his quarterly cash compensation into 206 deferred stock units, increasing his beneficial ownership to 15,205 units.

Summary

• Peter Herweck, a Director at Teradyne, Inc. (TER), acquired 206 shares of Common Stock through the deferral of his quarterly cash compensation.
• The transaction occurred on September 25, 2025, and was made pursuant to a Rule 10b5-1(c) plan.
• The acquisition price for these shares was $0, as they represent deferred compensation converted into deferred stock units (DSUs).
• Following this transaction, Peter Herweck beneficially owns a total of 15,205 shares of Common Stock.
• Deferred Stock 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 moderately positive as a director converting cash compensation into company stock units indicates confidence in the company's future and aligns their interests with shareholders, though it's a routine compensation event rather than a direct market purchase.

Positives

• A director's decision to defer cash compensation into company stock units demonstrates alignment of interests with shareholders, signaling confidence in the company's future performance.

Future Outlook

Deferred Stock Units are expected to be settled one-for-one in Common Stock generally within ninety days after Peter Herweck ceases to serve as a non-employee director.

Management Comments

• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Industry Context

The deferral of cash compensation into equity is a common practice for non-employee directors across various industries, aligning their financial interests with the long-term performance of the company. This is a standard mechanism for director remuneration.

Comparison to Industry Standards

• This compensation structure, involving the deferral of cash fees into equity, is a widely adopted practice among publicly traded companies, including peers in the semiconductor and capital equipment sectors such as KLA Corporation or Applied Materials, which often use similar equity-based compensation for their non-executive directors to foster long-term alignment.

Corporate Governance

Related Party Transactions

• The acquisition of 206 Deferred Stock Units by Director Peter Herweck through the deferral of his quarterly cash compensation constitutes a related party transaction between a company director and the issuer.

Stakeholder Impact

• Shareholders: The transaction indicates increased alignment of a director's interests with shareholders, potentially fostering greater confidence in management's commitment to long-term value creation.
• Management: Reflects a standard practice in executive and director compensation, reinforcing a culture of equity ownership among leadership.

Next Steps

• Settlement of the Deferred Stock Units (DSUs) into Common Stock will occur generally within ninety days of Peter Herweck's departure as a non-employee director.

Key Dates

Recommendation

This Form 4 filing details a routine compensation deferral by a director into company stock units. While it signals director confidence and alignment with shareholder interests, it is not a significant market-moving event or a direct open-market purchase that would typically warrant a change in investment recommendation. The transaction is expected and part of standard corporate governance.

Keywords

Teradyne, TER, Insider Transaction, Director Compensation, Deferred Stock Units, DSU, Form 4, Equity Compensation