Ray Stata
ANALOG DEVICESAbout Ray Stata
Ray Stata is the co‑founder of Analog Devices, Inc. and a long‑tenured director (director since 1965), age 90. He served as CEO (1973–1996), President (1971–1991), and Chair of the Board (1973–March 2022). The Board classifies him as not independent under Nasdaq rules given his founder status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Analog Devices, Inc. | Co‑Founder; Chair of the Board | Chair 1973–Mar 2022 | Led the board for ~48 years |
| Analog Devices, Inc. | Chief Executive Officer | 1973–1996 | Company leadership and strategy |
| Analog Devices, Inc. | President | 1971–1991 | Executive management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current or past 5‑year public company boards |
Board Governance
- Independence: Not independent (founder) under Nasdaq rules .
- Committee assignments: None; Messrs. Roche and Stata do not serve on any standing committee .
- Attendance: Board met 9 times in FY2024; each director attended ≥75% of Board/committee meetings; all current directors attended the 2024 Annual Meeting .
- Tenure and service: Director since 1965 (deep institutional knowledge; potential refreshment considerations) .
- Board leadership/oversight: Lead Independent Director is Stephen M. Jennings; independent director executive sessions held at least twice per year .
- Shareholder rights developments: Board proposed shifting charter supermajority requirements to simple majority and reduced special meeting threshold to 25% (from 80%), signaling governance responsiveness .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees (retainers, committee fees) | $92,113 | Fees earned/paid in cash |
| Perquisites/other | $16,666 | Company‑paid medical and dental premiums for director and spouse |
| Total fixed cash/perqs | $108,779 | Sum of above |
Program reference (non‑employee directors): Board retainer $100,000; committee chair/member retainers $30,000/$15,000; Lead Independent Director retainer $55,000; equity grant $235,000 in RSUs annually; 100% of director equity granted as time‑based RSUs in FY2024 .
Performance Compensation
| Equity Award (Director) | Grant Date | Units/Value | Vesting/Terms |
|---|---|---|---|
| Annual RSU grant | Mar 13, 2024 | 1,205 RSUs; $235,011 grant‑date fair value | Vests in full on earlier of first anniversary or next annual meeting; FY2024 director equity grants were time‑based RSUs (no performance metrics) |
Directors receive time‑based RSUs only; no performance‑conditioned equity applies to non‑employee director awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Past 5‑year public company boards | None |
| Committee interlocks | None disclosed for Stata; Compensation & Talent Committee interlocks disclosure lists no related interlocks and Stata is not a member |
Expertise & Qualifications
- Nearly six decades of semiconductor leadership; ADI founder; former Chair (48 years), CEO (23 years), and President (20 years) .
- Board relies on his deep company and industry knowledge; however, he is not independent .
Equity Ownership
| Item | Amount | Detail/Status |
|---|---|---|
| Shares beneficially owned | 832,935 | Includes shares attributable via spouse; Stata disclaims beneficial ownership of spouse’s shares |
| Shares acquirable within 60 days | 16,100 | Stock options exercisable within 60 days |
| Total beneficial ownership | 849,035 | <1% of shares outstanding (percent not individually quantified in proxy; marked “*”) |
| Unvested RSUs outstanding (11/2/2024) | 1,205 | Director RSUs unvested at FY2024 year‑end |
| Pledged shares (RED FLAG) | 776,534 | 643,396 spouse shares pledged; 133,138 directly held by Stata pledged; no new pledging allowed since Jan 2013, but legacy pledges remain |
| Ownership guideline compliance | In compliance | All non‑employee directors in compliance with 4× annual retainer guideline as of FY2024 |
Governance Assessment
- Independence/committees: Not independent and serves on no committees; limits role in core oversight forums (Audit, Compensation, Nominating) .
- Alignment/ownership: Significant legacy equity ownership; meets director stock ownership guideline; however, pledged shares represent a material red flag that can misalign incentives or create forced‑sale risk in adverse markets .
- Attendance/engagement: Meets attendance expectations (≥75%); board holds independent executive sessions; robust shareholder outreach program .
- Related‑party/conflicts: No related‑person transactions requiring disclosure since the beginning of FY2024; formal related‑party policy overseen by Audit Committee .
- Director pay structure: Market‑aligned cash retainer and time‑based RSUs; FY2024 director equity increased to $235k; no performance gating for director equity (neutral for pay‑for‑performance at the board level) .
- Broader governance signals: Board responsiveness to shareholders (simple‑majority proposal; lower special meeting threshold). 2024 say‑on‑pay support was ~72.5%, indicating mixed views on executive pay (not director‑specific but relevant to overall governance sentiment) .
RED FLAGS: Significant pledged share positions by Stata (and spouse) despite company prohibition on new pledges since 2013 (legacy pledges remain). Not independent; no committee assignments .