Teradyne (TER) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2026, with shareholders of record as of March 13, 2026, eligible to vote on key proposals.

• 2025 revenue reached $3.19 billion, up 13% from 2024, with strong growth in Semiconductor Test and Product Test segments, and three consecutive quarters of Robotics growth.

• Major executive transitions in 2025 included new appointments for President, Semiconductor Test; President, Product Test; and CFO.

• Shareholder engagement included outreach to holders of 70% of outstanding shares, with governance enhancements following majority-supported proposals.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, approve 2025 executive compensation (advisory), and ratify PricewaterhouseCoopers LLP as auditor for 2026.

• Board recommends voting FOR all proposals.

• Majority vote standard applies for director elections; proxy access and special meeting rights are available to shareholders.

• Enhanced disclosure and oversight of political spending adopted in response to shareholder feedback.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent, with a mix of tenures and ages to support oversight and continuity.

• Independent Chair structure maintained; all committees (Audit, Compensation, Nominating & Governance) are fully independent.

• Annual board and committee self-assessments, CEO evaluation, and succession planning are in place.

• Board diversity includes recent additions with deep semiconductor and technology expertise.