André Andonian
ANALOG DEVICESAbout André Andonian
Independent director since 2022; age 62. CEO of Andonian Advisory Pte. Ltd. (founded March 2022), Chair of Asia Pacific and Strategic Advisor at Flagship Pioneering (since September 2023), and Senior Advisor – Senior Partner Emeritus at McKinsey & Company (since June 2022). Former McKinsey managing partner in Korea (Jan 2021–Jun 2022) and Japan (Jan 2016–Dec 2020), with extensive leadership across semiconductors, advanced electronics, automotive, biotech, and aerospace & defense .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company (Korea) | Managing Partner | Jan 2021–Jun 2022 | Advised clients across Semiconductors, Advanced Electronics, Automotive & Assembly, Biotechnology, Aerospace & Defense; board effectiveness work |
| McKinsey & Company (Japan) | Managing Partner | Jan 2016–Dec 2020 | Led transformation of companies in high‑tech and advanced industries; talent assessment and development |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Andonian Advisory Pte. Ltd. | Chief Executive Officer | Mar 2022 | Founder |
| Flagship Pioneering | Chair of Asia Pacific; Strategic Advisor | Sep 2023 | Biotechnology venture creation firm |
| McKinsey & Company | Senior Advisor – Senior Partner Emeritus | Jun 2022 | Global management consulting; advisory role unrelated to ADI per independence review |
| AEM Holdings Ltd. (SGX:AWK) | Director (public company) | Current | Only disclosed current public board |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Andonian is independent under Nasdaq Rules; considered his advisory role with McKinsey and found no interference with independent judgment; relationship unrelated to ADI . |
| Committees | Compensation & Talent Committee (member); Corporate Development Committee (member) . |
| Committee Chair Roles | None (Compensation & Talent chaired by Edward H. Frank; Corporate Development chaired by Edward H. Frank) . |
| Meeting Counts (FY2024) | Board met 9 times; Compensation & Talent met 6; Corporate Development met 5 . |
| Attendance & Engagement | Each director attended at least 75% of their Board and committee meetings; all current directors attended the 2024 Annual Meeting . |
| Executive Sessions | Independent directors hold executive sessions at least twice per year; Lead Independent Director presides . |
| Overboarding | ADI policy limits to not more than three other public boards; all nominees compliant . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Member Annual Cash Retainer | $100,000 | Increased from $90,000 in FY2024 . |
| Committee Member Retainer | $15,000 per committee | Compensation & Talent; Nominating & Corporate Governance; Corporate Development; Audit all at $15,000 for members . |
| Committee Chair Retainer | $30,000 per committee | Chairs of Audit, Compensation & Talent, Nominating & Corporate Governance, Corporate Development . |
| Lead Independent Director Retainer | $55,000 | Increased from $40,000 in FY2024 . |
| FY2024 Fees Earned (Andonian) | $124,990 | Cash paid in FY2024 . |
| All Other Compensation (Andonian) | — | None disclosed for FY2024 . |
Performance Compensation
| Grant | Grant Date | Type | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual Director Equity (Andonian) | Mar 13, 2024 | RSUs (time‑based) | 1,205 | $235,011 | Vests in full on earlier of first anniversary or next annual meeting; accelerates upon change in control, death, or disability . |
| Annual Equity Program | Annual | RSUs | — | $235,000 (target value) | 100% granted as time‑based RSUs for FY2024; no performance metrics for director equity . |
ADI grants non‑employee director equity 100% in time‑based RSUs; no performance‑linked metrics disclosed for director equity awards .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| AEM Holdings Ltd. (SGX:AWK) | Public | Director | No ADI related‑party transactions disclosed in FY2024; none requiring Item 404 disclosure . |
| McKinsey & Company | Private | Senior Advisor – Senior Partner Emeritus | ADI engaged McKinsey as a service provider historically; Board determined Andonian remains independent; advisory role unrelated to ADI . |
Compensation committee interlocks: ADI disclosed no interlocks or insider participation for members of the Compensation & Talent Committee during FY2024 .
Expertise & Qualifications
- Global executive leadership across semiconductors, advanced industries, biotech, aerospace; deep experience transforming companies and driving board effectiveness .
- Talent assessment and development; strategy and operations across the U.S., Europe, and Asia .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Acquirable within 60 Days | Total Beneficial Ownership | Percent of Outstanding | RSUs Unvested (11/2/2024) | Pledged Shares |
|---|---|---|---|---|---|---|
| André Andonian | 2,033 | — | 2,033 | <1% | 1,205 | None disclosed . |
- Director Stock Ownership Guidelines: At least 4x annual cash retainer; time‑based RSUs and restricted stock count; pledged shares do not count. All non‑employee directors were in compliance as of FY2024 year‑end .
- No Hedging/Pledging: ADI prohibits hedging and future pledging of securities by directors and executive officers; certain transactions require Board approval .
Governance Assessment
- Independence and conflicts: Board explicitly reviewed Andonian’s current McKinsey advisory role and affirmed independence, with no ongoing involvement related to ADI; no related‑party transactions requiring disclosure in FY2024. This mitigates conflict risk while preserving external expertise .
- Committee impact: As a member of Compensation & Talent and Corporate Development, Andonian participates in CEO/leadership pay oversight, human capital strategy, and strategic transactions review. The committee uses an independent consultant (Pearl Meyer) and enforces robust policies (clawback, grant‑date policy), supporting investor confidence in pay governance .
- Attendance and engagement: Met ADI’s threshold (≥75% of meetings) and attended the annual meeting; committees met regularly (Comp & Talent: 6; Corporate Development: 5), indicating active governance during a challenging cycle .
- Pay and alignment: FY2024 director pay mix remained conventional (cash retainer + time‑based RSUs). Equity ownership guidelines and no‑hedge/pledge policy reinforce alignment; Andonian’s ownership is modest in absolute terms (<1%), consistent with director roles, and he holds unvested RSUs aligned to service .
Red Flags
- None disclosed specific to Andonian: no related‑party transactions, no hedging/pledging, compliant with overboarding limits, and independence affirmed despite McKinsey affiliation .
- Broad ADI note: One late Section 16 filing in FY2024 for a non‑director officer due to administrative error; no director filing issues flagged .