Peter Henry
ANALOG DEVICESAbout Peter B. Henry
Peter B. Henry, Ph.D., is an independent director of Analog Devices, Inc. (ADI), age 55, serving on the Board since 2023. He is the Class of 1984 Senior Fellow at Stanford’s Hoover Institution and a Senior Fellow at Stanford’s Freeman Spogli Institute for International Studies (since September 2022), and previously served as Dean of NYU’s Stern School of Business (2010–2017) and William R. Berkley Professor of Economics and Finance (2018–2022) . He chairs the Board of the National Bureau of Economic Research (NBER), is a member of the Council on Foreign Relations, and was recognized with the American Economic Association’s 2022 Impactful Mentoring Award for founding the Ph.D. Excellence Initiative .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University – Hoover Institution | Class of 1984 Senior Fellow | Since Sep 2022 | Foreign affairs and international economics expertise |
| Stanford University – Freeman Spogli Institute | Senior Fellow | Since Sep 2022 | International policy/economics |
| NYU Stern School of Business | Dean | Jan 2010 – Dec 2017 | Led global business school; governance/leadership experience |
| NYU Stern School of Business | William R. Berkley Professor of Economics & Finance | Jan 2018 – Aug 2022 | Academic leadership and finance expertise |
| Stanford Graduate School of Business | Konosuke Matsushita Professor of International Economics | Prior to 2010 | International economics expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Citigroup, Inc. | Director | Current | Public company board service |
| Nike, Inc. | Director | Current | Public company board service |
| National Bureau of Economic Research | Chair of the Board | Current | Oversees premier economic research org. |
| Council on Foreign Relations | Member | Current | Policy network affiliation |
| General Electric Company | Director | Prior | Public company board service (prior) |
| Kraft Foods Inc./Kraft Foods Group, Inc. | Director | Prior | Public company board service (prior) |
| Economic Club of New York | Board | Prior | Business/policy network |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Nasdaq rules; also independent for Audit Committee purposes under Exchange Act Rule 10A-3(b)(1) . |
| Board Tenure | Director since 2023; age 55 . |
| Committee Assignments | Audit Committee (Member); Corporate Development Committee (Member) . |
| Committee Meetings (FY2024) | Audit: 9 meetings; Corporate Development: 5 meetings . |
| Financial Literacy | Board determined all Audit members, including Dr. Henry, can read and understand ADI financial statements . |
| Attendance | Each director attended at least 75% of aggregate board and committee meetings in FY2024; all current directors attended the 2024 Annual Meeting . |
| Audit Overboarding Check | Audit Committee policy limits members to ≤2 other public-company audit committees; Dr. Henry complies (none serve on >2) . |
| Board Overboarding Policy | Directors may not serve on >3 other public-company boards; nominees are in compliance . |
Fixed Compensation
| Component | ADI Policy/Rate | Dr. Henry FY2024 Actual |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | $113,147 (cash fees earned/paid) |
| Audit Committee Member Retainer | $15,000 | Included in cash above |
| Corporate Development Committee Member Retainer | $15,000 | Included in cash above |
| Lead Independent Director Retainer (if applicable) | $55,000 (not applicable to Henry) | — |
| Chair Retainers (if applicable) | $30,000 per committee chair (not applicable to Henry) | — |
Notes:
- Retainers increased in FY2024: Board member from $90,000 to $100,000; committee member from $10,000 to $15,000 .
- Cash is paid quarterly; directors may elect to defer under the Deferred Compensation Plan .
Performance Compensation
| Equity Element | Grant/Value | Vesting | FY2024 Detail for Dr. Henry |
|---|---|---|---|
| Annual RSU Grant | Target value $235,000 | Vests in full on earlier of 1-year anniversary or next annual meeting | Stock awards grant-date fair value $293,710 (reflects pro-rated initial grant plus annual grant) |
| FY2024 RSU Grant Size (all non-employee directors then in office) | 1,205 RSUs granted on March 13, 2024 | As above; subject to acceleration terms | Dr. Henry had 1,205 unvested RSUs outstanding as of Nov 2, 2024 |
| Change-in-Control (CIC) | Director RSUs vest in full upon CIC or death; full vesting upon disability as determined by Board | Options (if any) remain exercisable post-CIC or upon death/disability/retirement after age 60 | Applies to director awards |
Other Directorships & Interlocks
| Company/Organization | Potential Governance Consideration |
|---|---|
| Citigroup, Inc.; Nike, Inc. (current public boards) | Increases time commitments but within ADI overboarding limits; Audit Committee policy also limits audit-committee service; company states committee members, including Dr. Henry, are within audit-committee limits . |
| NBER (Chair), CFR (Member) | Strengthens economics and policy expertise relevant to risk oversight and global operations . |
Expertise & Qualifications
- Global economics, international finance, and foreign affairs expertise; senior academic leadership and policy network experience (NBER Chair; CFR member) .
- Financial literacy affirmed for Audit Committee membership (able to read and understand ADI financial statements) .
- M&A exposure through Corporate Development Committee (reviews significant strategic plans, M&A, and post-deal performance) .
Equity Ownership
| Ownership Element | Amount/Status |
|---|---|
| Shares Beneficially Owned (as of Jan 8, 2025) | 314 shares; less than 1% of outstanding |
| Shares Acquirable Within 60 Days | 0 (none reported) |
| Unvested RSUs Outstanding (as of Nov 2, 2024) | 1,205 RSUs |
| Stock Options Outstanding | None reported (0) |
| Director Ownership Guidelines | Minimum 4× annual cash retainer; 4 years to achieve; time-based RSUs/restricted stock count; pledged shares do not count |
| Compliance Statement | Company states all non-employee directors were in compliance as of FY2024 end; Dr. Henry is expected to meet thresholds within four years of appointment |
| Hedging/Pledging | Hedging, short sales, and pledging generally prohibited without Board approval; strict insider trading policy |
Governance Assessment
- Board effectiveness: Dr. Henry strengthens ADI’s Audit and Corporate Development oversight with deep international finance and policy expertise; Audit Committee scope includes cybersecurity and capital allocation, areas material to investor risk; Audit met 9 times and Corporate Development met 5 times in FY2024 .
- Independence/attendance: Independent under Nasdaq and 10A-3; directors met the ≥75% attendance threshold in FY2024; all current directors attended the 2024 Annual Meeting, supporting engagement .
- Incentive alignment: Director pay mix is equity-heavy via time-based RSUs (FY2024 stock awards $293,710 vs. cash $113,147 for Henry); standard vesting and CIC acceleration align director incentives with shareholders without performance metrics typical of executives .
- Overboarding/committee load: ADI policies restrict total outside boards and audit-committee memberships; the proxy indicates Audit members, including Henry, are within audit-committee limits; nominees comply with board service limits—mitigates time-commitment risk .
- Related-party/other risks: Audit Committee reviews any related-person transactions under a formal policy; no director Section 16 filing delinquencies were disclosed for FY2024 (one late Form 4 involved an officer, not a director), reducing governance red-flag risk .
Director Compensation (FY2024 detail)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $113,147 |
| Stock Awards (Grant-Date Fair Value) | $293,710 |
| Total | $406,857 |
| Unvested RSUs Outstanding (11/2/24) | 1,205 |
Program context: FY2024 director pay includes $100,000 cash retainer; committee member retainer $15,000; annual RSU value $235,000; RSUs vest on the earlier of one year or the next annual meeting; March 13, 2024 grant of 1,205 RSUs to each non-employee director then in office; Henry also received a pro-rated RSU upon joining in Dec 2023 per policy .
Board Governance (Committee Responsibilities Snapshot)
| Committee | Role | Responsibilities (selected) |
|---|---|---|
| Audit (Member) | Oversight of financial statements, internal audit, auditor, ERM, related-person transactions, capital allocation/structure, cybersecurity, legal/compliance; all members financially literate; independence affirmed . | |
| Corporate Development (Member) | Evaluates significant strategic plans, M&A/divestitures, and post-deal performance; authority to retain independent advisors; 5 meetings in 2024 . |
Signals and RED FLAGS
- RED FLAGS: None evident in proxy disclosures specific to Dr. Henry (no Section 16 delinquencies disclosed for directors; no related-person transactions involving him are described in the cited sections) .
- Positive signals: Strong independence, active committee service in high-impact areas (Audit, Corporate Development), equity-heavy compensation aligning with shareholders, and compliance with overboarding and audit-committee limits .