Susie Wee
ANALOG DEVICESAbout Susie Wee
Susie Wee, Ph.D., is an independent director of Analog Devices, Inc. (ADI), age 55, serving since 2019. She is Co‑Founder and Chief Executive Officer of DevAI (est. January 2024), and previously held senior technology leadership roles at Google (Vice President, 2022–2023), Cisco (SVP/GM DevNet and CX Ecosystem Success, 2019–2021; various CTO roles, 2011–2019), and Hewlett Packard (15-year career including VP/GM, HP Experience Software; Lab Director, HP Labs). She is an IEEE Fellow and serves on the visiting committee of MIT EECS, bringing deep expertise in AI, software, application development, and emerging technologies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DevAI | Co‑Founder & CEO | Jan 2024–Present | Leads early-stage, VC-backed AI startup |
| Vice President | Apr 2022–Mar 2023 | Senior technology leadership | |
| Cisco Systems | SVP & GM, DevNet and CX Ecosystem Success | Nov 2019–Aug 2021 | Founded and led DevNet (Cisco’s developer program) |
| Cisco Systems | SVP/CTO DevNet; VP/CTO DevNet; VP/CTO Networked Experiences; VP/CTO Collaboration Technology Group | Oct 2018–Nov 2019; Oct 2013–Oct 2018; Oct 2012–Oct 2013; Apr 2011–Oct 2012 | Drove developer ecosystem and software innovation |
| Hewlett Packard | VP & GM, HP Experience Software; Lab Director, HP Labs | 15-year career (dates not individually specified) | Led software and advanced research initiatives |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IEEE | Fellow | Ongoing | Recognized technical leadership |
| MIT EECS | Visiting Committee Member | Ongoing | Academic/technical advisory |
| Public Company Boards | None | N/A | No current or past 5-year public company directorships |
Board Governance
- Independence: ADI’s Board determined all current directors other than Roche and Stata are independent under Nasdaq rules; this includes Dr. Wee .
- Current Committee Assignments (2025 Proxy): Nominating & Corporate Governance Committee member; Chair is Lead Independent Director Stephen M. Jennings .
- Prior Committee Service (FY2024): Served on the Compensation & Talent Committee during FY2024 (alongside Frank, Glimcher, Andonian, Jennings) .
- Committee activity: Nominating & Corporate Governance met 5 times in 2024; Compensation & Talent met 6 times; Audit met 9 times; Corporate Development met 5 times .
- Attendance: Each director attended at least 75% of aggregate Board and applicable committee meetings; Board met 9 times in FY2024. All current directors attended the 2024 Annual Meeting .
- Board engagement: Extensive shareholder outreach; independent directors (including the Lead Independent Director) participated with holders representing >25% of shares outstanding .
Fixed Compensation
Program structure for non‑employee directors (FY2024 changes bolded):
- Annual Board Retainer: $100,000 (raised from $90,000) .
- Lead Independent Director Retainer: $55,000 (raised from $40,000) .
- Committee Chair Retainer: $30,000 (Comp & Talent, N&CG, Corp Dev; Audit also $30,000) .
- Committee Member Retainer: $15,000 (raised from $10,000) .
- Annual Equity Grant: $235,000 in time‑based RSUs; 1,205 RSUs granted on March 13, 2024, vest on earlier of first anniversary or next annual meeting .
Susie Wee – FY2024 actuals:
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $111,240 |
| Stock Awards ($) | $235,011 |
| All Other Compensation ($) | — (none disclosed) |
| Total ($) | $346,251 |
| RSUs Outstanding at 11/2/2024 (#) | 1,205 |
Notes: Non‑employee director equity is 100% time‑based RSUs in FY2024; vest accelerates upon change in control, death, or disability; RSUs vest on earlier of next annual meeting or first anniversary of grant .
Performance Compensation
- ADI does not use performance‑contingent equity or cash incentives for non‑employee directors; annual equity grants are time‑based RSUs (no TSR or financial metrics for directors) .
Other Directorships & Interlocks
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| Public company boards | None | N/A | N/A |
| ADI Compensation & Talent Committee | Member | During FY2024 | Committee used independent consultant (Pearl Meyer); no interlocks or related‑party conflicts disclosed |
Expertise & Qualifications
- Deep technology expertise in AI, software/application development, and emerging technologies; proven record of developer ecosystem building (Cisco DevNet) .
- IEEE Fellow; MIT EECS visiting committee member; strengthens Board oversight of AI/cyber/technology governance .
- No current or past five-year public company directorships; reduces external board interlock risk .
Equity Ownership
| Item | Status |
|---|---|
| Shares Beneficially Owned (as of 1/8/2025) | 6,979 |
| Shares Acquirable Within 60 Days | — |
| Total Beneficial Ownership | 6,979; less than 1% of outstanding shares |
| Unvested RSUs (as of 11/2/2024) | 1,205 |
| Stock Ownership Guidelines (Non‑Employee Directors) | ≥4× annual cash retainer; counts time‑based RSUs/restricted stock; no pledged shares count |
| Compliance with Guidelines (as of FY2024 year‑end) | All non‑employee directors in compliance (includes Dr. Wee) |
| Hedging/Pledging Policy | Hedging and pledging prohibited without Board approval; directors prohibited from pledging since 2013 |
Governance Assessment
- Alignment: Compensation mix skews to equity (stock awards $235,011 vs cash fees $111,240 in FY2024), reinforcing shareholder alignment; ownership guidelines met .
- Engagement & oversight: Active N&CG role overseeing ESG, governance, and director vetting; prior service on Compensation & Talent enhances pay‑for‑performance oversight; independent consultant retained; no committee interlocks or related‑party conflicts .
- Independence & attendance: Independent under Nasdaq rules; at least 75% meeting attendance; Board held executive sessions with independent directors; Lead Independent Director presides .
- Related‑party transactions: None requiring disclosure since start of FY2024; mitigates conflict risk even with external CEO role at DevAI .
- Policy safeguards: No hedging/pledging, structured grant‑date policies, compensation recovery policy for officers, strong shareholder rights (simple majority vote amendments proposed; special meeting threshold reduced to 25%) .
Red flags: None disclosed specific to Dr. Wee. Potential risk area is external CEO role (DevAI) in AI domain; however, ADI reports no related‑party transactions and maintains robust conflict review via Audit Committee. Continued monitoring warranted for any future dealings between ADI and DevAI .