Katsu Nakamura
ANALOG DEVICESAbout Katsu Nakamura
Katsu Nakamura, 59, is Senior Vice President and Chief Customer Officer (CCO) at Analog Devices, Inc. (ADI), appointed effective November 3, 2024, and is an ADI Fellow recognized for technological impact . He joined ADI in 1994 and has led multiple technology and go-to-market roles across imaging, consumer, healthcare, and regional leadership in Japan; he holds B.S., M.S., and Ph.D. degrees in Electrical and Computer Engineering from Carnegie Mellon University and has been an IEEE Fellow since 2019 . Company performance context relevant to executive incentives: FY2024 revenue was $9.4B with 40.9% OPBT margin and ADI’s 3-year TSR was 37% (ending Nov 2, 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ADI | Design Engineer (CMOS data converters) | 1994 onward | Early technology development in embedded applications |
| ADI | Led Technology Development for Digital Imaging | (post-1994, pre-2011) | Advanced ADI’s imaging technology capabilities |
| ADI | Product Line Director, Consumer Product Group | 2011 | Drove product strategy in consumer segment |
| ADI | Leader for Healthcare & Consumer Technology Strategy | (post-2011, pre-2019) | Guided cross-segment technology direction |
| ADI | Head of Japan (Sales & Marketing) | 2019 | Led regional sales/marketing and customer engagement in Japan |
| ADI | SVP & Chief Customer Officer | Nov 2024–present | Oversees global sales, marketing, digital go-to-market, analytics, and customer insights |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IEEE Journal of Solid-State Circuits | Past Editor | Prior to 2019 | Editorial leadership in a leading technical journal |
| Symposia on VLSI Technology and Circuits | Executive Committee Member | Current | Stewardship of premier VLSI technical conferences |
| IEEE | Fellow | Since 2019 | Recognition for technical contributions |
| Semiconductor Research Corporation (SRC) | Inventor’s Recognition Award (co-recipient) | 1992 | Patented innovations in electronics |
Company Performance Context (for incentive alignment)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| ADI Total Shareholder Return (Value of $100) | $148.90 | $126.62 | $142.97 | $204.26 |
| Net Income ($USD Millions) | $1,390 | $2,749 | $3,315 | $1,635 |
| OPBT Margin % (Adjusted Operating Margin) | 42.4% | 49.4% | 48.9% | 40.9% |
Fixed Compensation
- Not disclosed for Mr. Nakamura in FY2024 proxy tables (he is an executive officer but not a Named Executive Officer (NEO) in FY2024; NEO set comprised Roche, Puccio, Jain, Bryant, Sacks) .
Performance Compensation
Executive short-term and long-term incentives apply to Leadership Team roles (including the CCO) via ADI’s company-wide programs:
-
Executive Short-Term Variable Cash Incentive (FY2024 design; FY2025 changes):
- Weighting: 50% OPBT margin; 50% YoY revenue growth; OPBT margin floor for payout .
- FY2024 quarterly payout factor schedule: OPBT margin ≤40% → 0x; 42% → 1.0x; 45% → 2.0x; ≥50% → 3.0x; revenue growth ≤0% → 0x; 8% → 1.0x; 15% → 2.0x; ≥22% → 3.0x; linear interpolation .
- FY2024 actual payout factors by quarter (company-wide): Q1 49%, Q2 0%, Q3 29%, Q4 28%; full-year ~27% of target .
- FY2025 changes: Maximum payout reduced to 2.5x; moved from quarterly measurement/semi-annual payout to annual measurement/annual payout .
-
Long-Term Equity Incentives:
- Relative TSR PRSUs: 3-year performance, target at 55th percentile vs S&P 500; 0–200% payout; capped at 100% if absolute TSR is negative .
- Financial Metric PRSUs: Based on 3-year cumulative non-GAAP operating profit dollars; 0–200% payout; FY2024 grants moved to single 3-year cumulative target (vs prior 1-, 2-, 3-year tranches) .
- Example outcomes: 2022–2024 Financial Metric PRSUs earned 176.2% aggregate (third tranche 128.5%); 2023–2025 second tranche earned 0% (below threshold) .
Detailed incentive construct:
| Incentive Type | Metric | Weighting | Target | Payout Range | Vesting |
|---|---|---|---|---|---|
| Short-Term Cash | OPBT Margin | 50% | ≥42% → 1.0x; ≥50% → 3.0x | 0–3.0x (FY2024); 0–2.5x (FY2025) | Annual (from FY2025) |
| Short-Term Cash | YoY Revenue Growth | 50% | ≥8% → 1.0x; ≥22% → 3.0x | 0–3.0x (FY2024); 0–2.5x (FY2025) | Annual (from FY2025) |
| PRSUs (TSR) | Relative TSR vs S&P 500 | — | Target at 55th percentile | 0–200%; cap=100% if absolute TSR <0 | 3-year cliff |
| PRSUs (Financial) | Non-GAAP Operating Profit (3-yr cumulative) | — | 85% threshold; 100% target; 115%→200% | 0–200% | 3-year cliff |
| RSUs | Time-based | — | — | — | 4-year graded (standard) |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 5x base salary; other Leadership Team members (includes CCO) 3x base salary; 4–5 years allowed to reach compliance; RSUs and certified PRSUs count; options and uncertified PRSUs do not; all Leadership Team members as of Nov 2, 2024 were in compliance (Mr. Nakamura joined Nov 3, 2024 and will have 5 years to comply) .
- No hedging or pledging: Hedging, short sales, derivatives, margin/pledging prohibited for directors and employees; prohibition on future pledging for executives has been in place since 2013 .
- Clawback policy: Incentive compensation recovery mandated for CEO and officers in event of material restatement under Rule 10D-1 and Nasdaq Rules .
Insider filings and selling pressure indicators:
- Form 4 filings for Nakamura Katsufumi indicate RSU-related activity and tax withholding dispositions (not open-market sales), including filings dated Dec 10, 2024; Mar 31, 2025; Apr 8, 2025; Aug 2025, evidencing vesting and administrative transactions rather than capital allocation changes .
Employment Terms
- Appointment: Board appointed Mr. Nakamura as SVP, Chief Customer Officer effective Nov 3, 2024 .
- Change-in-control mechanics (equity programs): Under ADI’s 2020/2006 plans, upon a Board-approved change-in-control, one-half of unvested RSUs/PRSUs/options accelerate at close; remainder continues vesting and fully accelerates upon termination without cause or for good reason within one year (double-trigger) .
- Retention agreements: ADI maintains change-in-control retention agreements for certain executives (explicit list includes Roche, Puccio, Bryant, Jain, Mollica, Sacks; agreements auto-renew annually and exclude tax gross-ups since 2009 for new agreements). The proxy does not disclose whether Mr. Nakamura is party to such an agreement .
Additional Governance and Compensation Context
- Say-on-Pay and shareholder feedback: 2024 say-on-pay support was ~72.5% of votes; in response, ADI reduced bonus max to 2.5x and moved to annual measurement/payout; financial PRSUs moved to 3-year cumulative target .
- Compensation peer group (FY2024): AMD, Agilent, Applied Materials, Boston Scientific, Broadcom, Intel, KLA, Lam, Marvell, Microchip, Micron, NVIDIA, NXP, Qualcomm, Skyworks, Texas Instruments; peer group revised in June 2024 to remove Broadcom/NVIDIA/Skyworks and add Cadence/ON Semiconductor/Synopsys for FY2025 benchmarking .
Investment Implications
- Alignment: Nakamura’s role as CCO ties his incentives to company-wide OPBT margin, revenue growth, and multi-year operating profit/TSR outcomes, reinforcing long-term shareholder value creation .
- Retention risk: Nearly 30 years at ADI, ADI Fellow status, and leadership across engineering and commercial roles suggest strong institutional fit; company-wide policies (ownership guidelines, clawbacks, no hedging/pledging) enhance alignment and reduce governance risk .
- Trading signals: Recent insider forms primarily reflect RSU vesting and tax withholding, not net selling; limited direct signal for near-term stock pressure from executive sales .
- Pay design changes: Reduced bonus cap and annual measurement beginning FY2025 reduce tail risk of high-cycling payouts and sharpen focus on annual execution, while PRSU shift to 3-year cumulative targets strengthens long-term profitability discipline .