Karen Golz
ANALOG DEVICESAbout Karen M. Golz
Karen M. Golz, age 70, is an independent director of Analog Devices, Inc. (ADI) serving since 2018; she is a retired Ernst & Young LLP (EY) Partner who held global leadership roles and brings deep accounting, audit, risk management, and cybersecurity oversight credentials to ADI’s Board . She currently chairs ADI’s Audit Committee and is identified as an audit committee financial expert; the Board has affirmed her independence, explicitly evaluating her former EY affiliation and concluding it does not impair independent judgment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Global Vice Chair, Professional Practice | 2010–2016 | Led global professional practice; member of EY Global Risk Management Executive Committee (enterprise risk oversight) |
| Ernst & Young LLP | Global Vice Chair, Japan | 2016–2017 | Senior global management role in Japan market |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aspen Technology, Inc. | Director (public company) | Current | Not disclosed in ADI proxy |
| iRobot Corporation | Director (public company) | Current | Not disclosed in ADI proxy |
| The Boston Consulting Group (BCG) | Senior Advisor to BCG’s Audit & Risk Committee | Since Aug 2017 | Advisory role focused on risk oversight |
| University of Illinois Foundation | Board of Trustees | Current | Governance trustee role |
Board Governance
- Independence: ADI’s Board determined Ms. Golz is independent under Nasdaq rules; they reviewed her former EY affiliation and found no relationship that interferes with independent judgment .
- Committee assignments: Audit Committee Chair; committee met 9 times in FY2024. Audit responsibilities include financial statement integrity, auditor oversight, internal audit, enterprise risk management and related-person transactions review, cybersecurity and information security oversight, and capital allocation/structure .
- Attendance: The Board met 9 times in FY2024; each director attended at least 75% of Board and applicable committee meetings. Directors are expected to attend the annual meeting; all current directors attended the 2024 meeting .
- Executive sessions & leadership: Independent director executive sessions are held at least twice per year under Lead Independent Director oversight; enhanced LID responsibilities include agenda-setting and shareholder outreach .
- Overboarding policy: Directors may serve on no more than three other public company boards; all nominees comply (Golz currently serves on two) .
- Related-party transactions: ADI disclosed no related-person transactions requiring Item 404 disclosure in FY2024 through the proxy date .
Fixed Compensation
| Compensation Element | ADI Program Terms (FY2024) | Notes |
|---|---|---|
| Board Member Retainer (cash) | $100,000 | Paid quarterly; directors may defer under DCP |
| Audit Committee Chair (cash) | $30,000 | Additional to Board retainer |
| Audit Committee Member (cash) | $15,000 | Additional to Board retainer |
| Annual Equity Grant (RSUs) | $235,000 grant date value | 100% time-based RSUs; vest on earlier of first anniversary or next annual meeting |
| Karen M. Golz – FY2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $127,500 |
| Stock Awards (RSUs) – Grant Date Fair Value | $235,011 |
| All Other Compensation | — |
| Total | $362,511 |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (time-based) | March 13, 2024 | 1,205 | $235,011 | Vest in full on earlier of first anniversary or next annual meeting; accelerated upon change in control, death, disability, or retirement after age 60 per plan terms | None; director equity is time-based (no performance metrics) |
ADI grants 100% of non-employee director equity in time-based RSUs; no options or PRSU performance conditions apply to directors .
Other Directorships & Interlocks
| Entity | Relationship to ADI | Potential Interlock/Conflict Consideration |
|---|---|---|
| Ernst & Young LLP | ADI’s independent registered public accounting firm; ratification on proxy agenda | Golz is a former EY Partner. The Board reviewed her former affiliation and determined she remains independent; no related-person transaction disclosures. Investors may monitor auditor independence optics despite Board’s assessment . |
| iRobot Corporation | Potential customer of semiconductor components (industry context) | No ADI related-party transactions disclosed; committees at iRobot not disclosed in ADI proxy . |
| Aspen Technology, Inc. | Software provider to industrial sectors | No ADI related-party transactions disclosed; committees at AspenTech not disclosed in ADI proxy . |
Expertise & Qualifications
- Financial, accounting, auditing expertise; audit committee financial expert designation by ADI’s Board .
- Deep enterprise risk management experience; chaired roles at EY and advisory role to BCG’s Audit & Risk Committee .
- Cybersecurity oversight credentials (NACD CERT) and Board governance training (NACD Board Leadership Fellow) .
- International leadership experience (EY Global Vice Chair roles) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially Owned Shares (as of Jan 8, 2025) | 9,907; less than 1% of common stock |
| Shares Acquirable Within 60 Days | — (none) |
| Unvested RSUs Outstanding (as of Nov 2, 2024) | 1,205 |
| Options (Exercisable/Unexercisable) | None |
| Pledged or Hedged Shares | None disclosed; ADI prohibits future pledging and hedging by directors and officers |
| Director Stock Ownership Guidelines | At least 4x annual cash retainer; all non-employee directors were in compliance as of FY2024 (Golz included) |
Governance Assessment
- Strengths: Audit Chair with audit committee financial expert status; robust oversight across financial reporting, internal audit, enterprise risk, capital allocation, and cybersecurity; strong attendance; independence affirmed by Board; compliance with rigorous no-hedging/pledging and stock ownership guidelines; equity-heavy director pay aligns incentives with shareholders .
- Potential optics/red flags to monitor: Former EY partner while ADI employs EY as auditor; Board explicitly evaluated and affirmed independence, and no related-person transactions are reported, but investors may continue to monitor auditor independence and Audit Committee rigor given the historical affiliation .
- Overall signal: Governance posture appears sound—independence, attendance, and risk/cyber oversight are clear; compensation structure is standard for large-cap tech and equity-aligned; no disclosed conflicts or related-party transactions involving Golz, supporting investor confidence in board effectiveness .