Stephen Jennings
ANALOG DEVICESAbout Stephen M. Jennings
Stephen M. Jennings (age 63) is ADI’s Lead Independent Director and Chair of the Nominating & Corporate Governance Committee. He joined ADI’s board in 2023 and was appointed Lead Independent Director in January 2024. Jennings is a retired senior Strategy Principal of Deloitte LLP (2013–June 2023), served on the Deloitte U.S. and global boards (2019–2023), previously was managing partner at Monitor Group, and is a certified member of NACD. ADI’s board has determined he is independent under Nasdaq rules, notwithstanding his former affiliation with Deloitte, which does not interfere with his independent judgment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Senior Strategy Principal (retired) | 2013–June 2023 | Strategy, enterprise growth, innovation, M&A, transformation |
| Deloitte U.S. Board of Directors | Director | 2019–2023 | Governance leadership |
| Deloitte Touche Tohmatsu Global Board | Director | 2019–2023 | Global governance |
| Monitor Group LLC | Managing Partner | Through 2013 acquisition by Deloitte | Corporate strategy advisory |
| NACD | Certified member | Current | Board education and governance credential |
External Roles
| Company/Institution | Role | Status/Years | Notes |
|---|---|---|---|
| Public company boards | None | Current and past 5 years: none | No external public board interlocks |
Board Governance
- Roles: Lead Independent Director (since Jan 2024) with significant responsibilities (leads executive sessions, sets agendas with Chair, oversees annual board evaluation, focal point for shareholder communications), and Chair of Nominating & Corporate Governance Committee.
- Committee assignments: Nominating & Corporate Governance Committee (Chair); not listed as member of Audit/Compensation/Corporate Development in nominee matrix.
- Independence: Board determined Jennings and other non-employee directors are independent; Roche (CEO) and Stata (founder) are not. Former affiliations (Deloitte) reviewed and judged not to impair independence.
- Attendance: Board met 9 times in FY2024; each director attended at least 75% of aggregate board and committee meetings; directors are expected to attend annual meetings and all current directors attended in 2024.
- Executive sessions: Board holds at least twice per year independent director executive sessions; Lead Independent Director presides.
- Shareholder engagement: Lead Independent Director participated in meetings with shareholders representing over 25% of shares outstanding in FY2024 outreach; broader outreach contacted >57% and engaged >36% of shares.
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board member cash retainer | $100,000 | Increased from $90,000 in FY2024 |
| Lead Independent Director retainer | $55,000 | Increased from $40,000 in FY2024 |
| Committee Chair retainer (each committee) | $30,000 | Increased from $20,000 for Comp & Nominating; Corporate Development Chair raised from $15,000 to $30,000 |
| Committee member retainer (each committee) | $15,000 | Increased from $10,000 |
FY2024 actuals for Stephen M. Jennings:
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 168,108 | Board, LID, committee retainers pro-rated and quarterly |
| All Other Compensation | 7,200 | Cyber and data privacy protection services |
Performance Compensation
| Equity Award | Grant Value | Shares/Grant Date | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSU grant (time-based) | $235,000 | 1,205 RSUs granted March 13, 2024 | Vests in full on earlier of first anniversary of grant or next annual meeting; accelerates upon change in control, death, disability; options (if any) remain exercisable post-retirement after age 60 | None; director RSUs are time-based (no performance conditions) |
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Current public company directorships | None | Reduces external interlock risk |
| Prior 5-year public directorships | None | — |
| Potential interlocks/conflicts | Former Deloitte affiliation considered; Deloitte is a service provider to ADI, but no ongoing involvement; independence affirmed | Audit Committee oversees related party policies; no related-person transactions requiring disclosure since FY2024 start |
Expertise & Qualifications
- Corporate governance leadership as Lead Independent Director; oversight of board evaluations and shareholder communications.
- Deep experience in strategy, M&A, organizational transformation across industries from Deloitte/Monitor roles.
- NACD credential indicating commitment to director education and governance best practices.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 888 | As of Jan 8, 2025 |
| RSUs unvested (Nov 2, 2024) | 1,205 | Annual director grant |
| Total beneficial ownership (SEC definition) | 888 | RSUs not counted unless vestable within 60 days; table shows none for Jennings |
| Percent of shares outstanding | <1% | Company-wide denominator 496,107,497 |
| Director stock ownership guideline | ≥4× annual cash retainer | Time-based RSUs and restricted stock count; pledged shares do not count |
| Guideline compliance | All non-employee directors in compliance as of FY2024 year-end | New appointee Wainer not yet subject at FY2024 year-end |
| Hedging/pledging policy | Prohibited for directors/officers; no margin accounts or pledging since 2013 | Alignment-supportive policy |
Governance Assessment
- Board effectiveness: Jennings’ LID role adds independent counterweight to combined Chair/CEO structure, with robust responsibilities and oversight of evaluations and agendas; supports investor confidence in governance rigor.
- Independence and conflicts: Independence affirmed despite prior Deloitte affiliation; no related-person transactions disclosed in FY2024; stringent related party review policy overseen by Audit Committee.
- Attendance and engagement: Board met 9 times; all directors ≥75% attendance; LID participated directly in investor outreach (>25% of shares), indicating active engagement.
- Director compensation mix: Cash retainers plus time-based RSUs ($235k) align director incentives with shareholder value via equity exposure; committee/LID retainers reflect added responsibilities.
- Policies strengthening shareholder rights: Movement toward simple majority standards and reduced special meeting threshold (25%) signal responsiveness to shareholder feedback and governance enhancements.
- Risk indicators/red flags: No Section 16(a) issues for directors noted; one minor late Form 4 unrelated to Jennings; no hedging/pledging; no related-party exposures disclosed—low governance risk profile.
Signals: Jennings’ LID role, committee chairmanship, active shareholder engagement, and clean conflict profile collectively support board effectiveness and investor confidence.