Edward H. Frank
ANALOG DEVICESAbout Edward H. Frank
Edward H. Frank, Ph.D., is an independent director of Analog Devices, Inc. (ADI), age 68, serving since 2014. He is Executive Chair of Gradient Technologies and brings deep semiconductor, systems engineering, and cybersecurity expertise; he is a member of the National Academy of Engineering and an IEEE Fellow . He is independent under Nasdaq Rules; ADI’s Board determined all current directors other than the CEO Vincent Roche and founder Ray Stata are independent .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gradient Technologies, Inc. | Executive Chair | Since Sep 2022 | Security technologies startup focused on identity and access management |
| Cloud Parity Inc. | Co‑founder & CEO | Jan 2014 – Aug 2016 | Voice‑of‑customer startup |
| Apple Inc. | VP, Macintosh Hardware Systems Engineering | May 2009 – Oct 2013 | Led Mac hardware systems engineering |
| Broadcom Corp. | Corporate VP, Research & Development | Not disclosed | Executive leadership in semiconductors |
| Epigram, Inc. | Founding CEO | Acquired in 1999 | Home networking ICs/software; acquired by Broadcom |
| Sun Microsystems, Inc. | Distinguished Engineer | Not disclosed | Senior technical leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SiTime Corp. | Director | Current | Public company board service |
| Rocket Lab USA, Inc. | Director | Current | Public company board service |
| Blaize Holdings, Inc. | Director | Current | Public company board service |
| Marvell Technology, Inc. | Director | Until 2023 | Past 5 years |
| Amesite, Inc. | Director | Until 2020 | Past 5 years |
| Carnegie Mellon University | Trustee; Vice‑Chair | Trustee since 2000; Vice‑Chair 2015–2021 | Long‑standing governance role |
| All Within My Hands Foundation (Metallica) | Director; Executive Director (pro bono) | Director since Jul 2017; Executive Director 2017–2021 | Non‑profit governance |
Board Governance
- Committee assignments: Chair, Compensation and Talent Committee; Chair, Corporate Development Committee; Member roles are described below .
- Independence: ADI Board determined Dr. Frank is independent; only Roche and Stata are non‑independent .
- Attendance and engagement: Board met 9 times in FY2024; each director attended at least 75% of aggregate Board and applicable committee meetings; all current directors attended ADI’s 2024 Annual Meeting .
- Board refresh: ADI added Andrea F. Wainer in Jan 2025; Laurie H. Glimcher retired May 21, 2025 (board reduced to 10), affecting Compensation & Talent Committee composition after FY2024 .
- Related‑party transactions: None requiring disclosure since the beginning of FY2024 .
Committee details:
| Committee | Role | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Compensation & Talent | Chair (Frank); Members: André Andonian, Laurie H. Glimcher | 6 | Executive & director compensation; incentive and equity plans; human capital; succession; compensation risk oversight; authority to retain independent advisors |
| Corporate Development | Chair (Frank); Members: André Andonian, Peter B. Henry | 5 | Strategic transactions; M&A; investment reviews; authority to retain advisors |
Compensation Committee practices:
- Independent consultant: Pearl Meyer engaged; committee assessed independence and identified no conflicts; scope included peer definition, plan design, risk assessment, and market data .
- Interlocks: No Compensation Committee interlocks or insider participation; no members were ADI officers; no relationships requiring Item 404 disclosure .
Fixed Compensation
Director pay structure (FY2024 program):
| Element | Amount | Notes |
|---|---|---|
| Board Member Annual Cash Retainer | $100,000 | Increased from $90,000 in FY2024 |
| Committee Chair Annual Cash Retainer (per committee) | $30,000 | Applies to each standing committee |
| Committee Member Annual Cash Retainer (per committee) | $15,000 | Applies to non‑chair members |
| Lead Independent Director Retainer | $55,000 | In addition to Board retainer |
| Annual Equity Grant (RSUs) | $235,000 | Granted as time‑based RSUs |
Edward H. Frank – FY2024 actuals:
| Component | FY2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $151,250 | Aggregate cash retainers |
| Stock Awards (RSUs, grant date fair value) | $235,011 | RSUs granted to non‑employee directors |
| Total | $386,261 | Sum of cash + equity |
Performance Compensation
Director equity is time‑based; no performance metrics.
| Grant | Units | Grant Date Fair Value | Vesting | Conditions |
|---|---|---|---|---|
| Annual RSU grant | 1,205 RSUs | $235,011 | Vests in full on earlier of first anniversary or next Annual Meeting (scheduled Mar 12, 2025) | Time‑based RSUs; accelerates on change‑in‑control, death, disability; retirement ≥60 keeps vested options exercisable |
Program design (committee‑overseen metrics for executives, indicative of pay‑for‑performance rigor):
| Incentive Element | Metric(s) | Horizon/Mechanics | Notable Guardrails |
|---|---|---|---|
| Short‑term cash incentive | OPBT margin; YoY revenue growth | Annual measurement & payout starting FY2025 | Max payout factor reduced to 2.5x; floor on OPBT margin to avoid payouts at low profitability |
| Long‑term PRSUs (Financial Metric) | Financial performance | Moved to 3‑year cumulative target (FY2024 grants) | Aligns to long‑term focus |
| Relative TSR PRSUs | Relative TSR vs peers | Three‑year | Payout capped at target if absolute TSR is negative |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Noted by ADI |
|---|---|---|
| SiTime Corp. | Director | None disclosed; ADI reports no related‑person transactions requiring disclosure |
| Rocket Lab USA, Inc. | Director | None disclosed |
| Blaize Holdings, Inc. | Director | None disclosed |
- Overboarding policy: ADI limits directors to ≤3 other public boards; all nominees comply. Dr. Frank’s three public boards are within policy .
Expertise & Qualifications
- Extensive executive leadership in semiconductors (Apple, Broadcom, Epigram) and systems engineering; cybersecurity expertise highlighted by ADI .
- Recognized technologist: National Academy of Engineering member; IEEE Fellow .
- Significant governance experience through university trustee roles and non‑profit board service .
Equity Ownership
| Holder | Shares Beneficially Owned | Acquirable Within 60 Days | Total Beneficial Ownership | % of Common Stock | Notes |
|---|---|---|---|---|---|
| Edward H. Frank | 9,753 | — | 9,753 | <1% | Includes 6,000 shares held by irrevocable trusts for his daughters; Dr. Frank is trustee |
- RSUs outstanding at Nov 2, 2024: 1,205 unvested RSUs (director annual grant) .
- Director stock ownership guidelines: at least 4× annual cash retainer; all non‑employee directors were in compliance as of FY2024 year‑end .
- No hedging/pledging: ADI prohibits hedging and future pledging; pledging disclosure appears for Ray Stata/spouse, not for Dr. Frank .
Governance Assessment
-
Strengths:
- Dual committee leadership (Compensation & Talent; Corporate Development) indicates high influence on pay design, human capital, and M&A oversight; committee practices include independent consultant engagement and formal independence/conflict assessments .
- Board independence confirmed; non‑employee directors complied with ownership guidelines; strong no‑hedging/pledging policy enhances alignment .
- Responsiveness to shareholder feedback: reduction of short‑term incentive max to 2.5x, shift to annual measurement, and 3‑year cumulative PRSU targets strengthen pay‑for‑performance alignment under his committee’s purview .
-
Watch items:
- Workload concentration: Dr. Frank chairs two major committees while serving on three external public boards; although within ADI’s overboarding limits, investors often monitor potential time‑commitment risk for dual chairs with multiple external roles .
- Related‑party and pledging checks: No related‑person transactions disclosed and no pledging disclosed for Dr. Frank; continue monitoring per ADI policy (pledging prohibition and related‑party review via Audit Committee) .
-
Attendance/engagement:
- Board met 9 times in FY2024; each director met at least 75% attendance; all current directors attended the 2024 Annual Meeting, supporting board effectiveness .
-
Committee risk governance:
- Compensation program risk assessment conducted; committee concluded design is not reasonably likely to create material adverse risk, citing balanced metrics and capped payouts .
Overall, Dr. Frank’s deep technical and cybersecurity credentials, combined with leadership of two key committees and compliance with ownership and independence standards, support investor confidence; monitoring workload and continued pay‑for‑performance rigor remains prudent .