Mercedes Johnson

About Mercedes Johnson

Mercedes Johnson (age 70) is an independent director of Analog Devices (ADI) who joined the Board in 2021; she serves on the Audit Committee and is designated by the Board as an “audit committee financial expert.” She is a seasoned semiconductor finance leader with prior CFO roles at Broadcom (formerly Avago), Lam Research, Tri Alpha (TAE Technologies), and interim CFO at Intersil, bringing deep finance, accounting, operations, and corporate development expertise to ADI’s Board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all current directors except the CEO (Vincent Roche) and founder (Ray Stata) are independent under Nasdaq rules; Ms. Johnson is listed as an independent nominee .
• Committees and roles:
  • Audit Committee member; Audit met 9 times in FY2024. The Board has determined Ms. Johnson qualifies as an SEC “audit committee financial expert” and is independent under Nasdaq and Rule 10A‑3(b)(1) .
• Attendance: The Board met 9 times in FY2024; each director attended at least 75% of Board and committee meetings on which they served; all current directors attended the 2024 Annual Meeting .
• Overboarding safeguards: Directors capped at sitting on no more than three other public company boards; Audit Committee members restricted from serving on >2 other public company audit committees unless approved—Johnson is in compliance per the proxy .

Fixed Compensation

• Director fee structure (effective FY2024):
  • Board member retainer: $100,000 (increased from $90,000) .
  • Audit Committee retainer: Chair $30,000; Member $15,000 .
• FY2024 actual for Mercedes Johnson:
  • Fees earned (cash): $112,500 .
  • Notes: Cash retainers are paid quarterly; committee retainers are paid in addition to Board retainer .

Performance Compensation

• Equity mix and grant mechanics:
  • Annual equity grant delivered 100% in time‑based RSUs; FY2024 equity award value increased to $235,000 (from $225,000) .
  • FY2024 grant: 1,205 RSUs granted on March 13, 2024 to each non‑employee director then in office; vests in full on the earlier of first anniversary or next annual meeting; accelerated vesting upon change in control, death, or disability; retirement after age 60 preserves option exercisability (where applicable) .
• No director performance metrics: Non‑employee director equity is time‑based; no PSUs or formulaic performance metrics are used for directors in FY2024 .

Other Directorships & Interlocks

No related‑person transactions requiring disclosure were reported since the beginning of FY2024 through the proxy filing date .

Expertise & Qualifications

• Financial expert: The Board designated Ms. Johnson as an “audit committee financial expert,” reflecting deep finance and accounting expertise .
• Semiconductor and equipment domain knowledge; executive leadership in finance, corporate development, governance, management, and operations .
• Risk and oversight: Audit Committee remit includes internal controls, financial reporting integrity, ERM, cybersecurity oversight, and capital allocation .

Equity Ownership

• Director stock ownership guidelines: Non‑employee directors must hold at least 4x the annual cash retainer; directors have four years to meet the target. All non‑employee directors were in compliance at FY2024 year‑end (newly appointed Ms. Wainer not yet subject) .
• Hedging/pledging: ADI prohibits hedging and short sales by directors and, since 2013, prohibits directors and executive officers from holding ADI securities in margin accounts and from future pledging of ADI securities as collateral . Insider Trading Policy prohibits hedging and pledging and imposes black‑out periods and pre‑clearance for directors .

Governance Assessment

• Strengths

  • Independent director with deep semiconductor CFO background; designated audit committee financial expert—supports robust financial oversight and ERM/cybersecurity governance via the Audit Committee .
  • Solid attendance disclosure (≥75% for all directors in FY2024) and active Audit Committee (9 meetings), indicating engagement .
  • Aligned incentives: meaningful equity in annual director pay (RSUs), ownership guideline of 4x retainer, and prohibitions on hedging/pledging enhance alignment with shareholders .
  • No related‑party transactions requiring disclosure; Section 16(a) compliance broadly on time (single late Form 4 involved a non‑director officer) .

• Watch items

  • Multi‑board service can create time‑commitment risk; ADI mitigates via overboarding limits (≤3 other public boards; audit committee limit on other audit committees) and Johnson is within stated thresholds per the proxy .
  • Director equity is time‑based (no performance metrics), which is standard but offers less performance linkage than PSUs; however, it is common market practice for non‑employee directors and paired with ownership guidelines .

Fixed Compensation (Detail)

Performance Compensation (Detail)

Clawback policy applies to officers under Rule 10D‑1 and Nasdaq rules; the director program does not include incentive performance metrics requiring recoupment provisions for directors .

Other Directorships & Interlocks (Summary Table)

RED FLAGS: None disclosed related to conflicts or related‑party transactions; no hedging/pledging; attendance threshold met; standard, market‑aligned director pay program .