Andrea Wainer
ANALOG DEVICESAbout Andrea F. Wainer
Andrea F. Wainer, age 56, joined ADI’s Board on January 9, 2025 and is deemed independent under Nasdaq rules. She is Executive Vice President, Rapid and Molecular Diagnostics at Abbott Laboratories, with ~22 years at Abbott spanning leadership of molecular diagnostics, animal health, and renal care businesses; she also serves on the Board of Trustees of the Goodman Theatre. At ADI, she is a member of the Nominating & Corporate Governance Committee. Core credentials include deep diagnostics/pharma operating leadership, complex manufacturing/commercial operations, and continuous improvement expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abbott Laboratories | EVP, Rapid & Molecular Diagnostics | 2019–present | Led innovative diagnostics businesses; complex commercial/manufacturing operations |
| Abbott Laboratories | President, Abbott Molecular Diagnostics | 2015–2019 | Business leadership in molecular diagnostics |
| Abbott Laboratories | President, Abbott Animal Health | 2011–2014 | Division leadership |
| Abbott Laboratories | Divisional VP/GM, Abbott Renal Care | 2009–2011 | General management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Goodman Theatre | Board of Trustees, Member | Not disclosed | Non-profit governance |
| Public Company Boards | None | Current and past 5 years: None | No interlocks disclosed |
Board Governance
- Committee assignment: Nominating & Corporate Governance Committee member; appointed January 9, 2025; the committee met 5 times in 2024 and is fully independent .
- Independence: Board determined Ms. Wainer is independent under Nasdaq Rules .
- Attendance and engagement: Board met 9 times in fiscal 2024; all directors then in office attended ≥75% of Board and committee meetings; ADI maintains robust director education and orientation (new directors participate in orientation) . Note: Ms. Wainer joined in 2025, so 2024 attendance rates do not apply to her .
- Board refreshment: Added Wainer in January 2025 as part of ongoing refreshment; six new directors added in last five years .
- Governance/ESG oversight: Nominating & Corporate Governance Committee oversees ESG programs and climate; climate oversight specifically designated to the committee in governance updates .
Fixed Compensation
| Element | Amount | Applies To | Notes |
|---|---|---|---|
| Board Member Cash Retainer | $100,000 | Non-employee directors | Increased from $90,000 in FY2024 |
| Lead Independent Director Retainer | $55,000 | LID only | Increased from $40,000 in FY2024 |
| Committee Chair Retainer (Audit; Comp & Talent; Nominating & Corp Gov; Corporate Development) | $30,000 | Chair | Increased in FY2024 |
| Committee Member Retainer (same committees) | $15,000 | Member | Increased in FY2024 |
| Ms. Wainer—FY2024 Compensation Paid | $0 | Wainer | Appointed Jan 9, 2025; not paid in FY2024 |
Performance Compensation
| Component | Value/Mix | Vesting/Terms | Notes |
|---|---|---|---|
| Annual Equity Award (RSUs) | $235,000 time-based RSUs (100% of annual equity value) | Vest on earlier of next Annual Meeting or first anniversary of grant; full vest on change-in-control, death; disability triggers full vest; post-retirement after age 60 options remain exercisable for remainder of term | Value increased from $225,000 to $235,000 in FY2024; RSUs granted to directors then in office on March 13, 2024 totaled 1,205 RSUs each |
| New Director RSU Grant Timing | Granted on the 15th day of the month following initial election (or next open Nasdaq day) | Applies to newly elected non-employee directors | Ms. Wainer appointed Jan 9, 2025; grant timing governed by this policy |
| Performance Metrics Tied to Director Equity | None (director RSUs are time-based; no disclosed performance metrics) | N/A | ADI reviews director pay via an independent consultant (Pearl Meyer) and peer benchmarking |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None (public company) | N/A | N/A | ADI discloses no current or past five-year public company directorships for Wainer |
Expertise & Qualifications
- Diagnostics/pharmaceutical industry leadership; complex commercial/manufacturing operations; continuous improvement .
- Adds industry diversity and operating acumen to ADI’s Board; part of Board refreshment and skills alignment .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|---|---|
| Andrea F. Wainer | 301 | — | 301 | <1% | Includes 50 shares held by spouse |
| Director Stock Ownership Guideline | ≥4x annual cash retainer; 4-year compliance window | Counts: time-based RSUs/restricted stock; Excludes: unexercised options; pledged shares do not count | Compliance status: new appointee not subject as of FY2024; expected to meet threshold within 4 years of appointment | ||
| Hedging/Pledging | Hedging and certain derivative/margin transactions prohibited without Board approval ; future pledging by directors/executives prohibited since Jan 2013 | Policy-level risk controls |
Insider Filings & Trades
| Filing | Date | Description | Notes |
|---|---|---|---|
| EX-24 Limited Power of Attorney (Section 16) | Jan 17, 2025 | Grants ADI attorneys-in-fact authority to file Forms 3/4/5 for Wainer; executed Jan 2025 | Indicates onboarding for Section 16 compliance |
No Form 3/4 transactions are disclosed in the 2025 proxy for Wainer; she was appointed January 9, 2025 and had no FY2024 director compensation . Beneficial ownership as of January 8, 2025 was 301 shares .
Governance Assessment
- Board effectiveness: Wainer strengthens operational/manufacturing expertise and life sciences perspective, aligning with ADI’s intelligent edge strategy and governance refreshment goals; her appointment followed a third-party search and fits the committee’s diversity commitments .
- Independence & conflicts: Board affirmatively determined her independence; ADI reports no related-person transactions requiring disclosure since the start of FY2024 through the proxy date; robust related-person transaction policy (Audit Committee review) mitigates potential conflicts from external roles (e.g., Abbott) .
- Engagement & attendance: Orientation and education programs are robust; while 2024 attendance thresholds are met by then-seated directors, Wainer’s tenure begins 2025, with expectations for active participation in governance and ESG oversight via her committee .
- Compensation alignment: Director pay mix is cash retainer plus time-based RSUs with increased retainers and equity value in FY2024; stock ownership guideline of ≥4x retainer with four-year compliance supports alignment; change-in-control vesting exists for director RSUs (common, but investors should note acceleration provisions) .
- RED FLAGS: None disclosed specific to Wainer—no related-party transactions, no pledging, and independence affirmed. Watchpoints include monitoring any Abbott-ADI dealings under ADI’s related-person policy and tracking progress toward stock ownership guideline compliance within the four-year window .