Vincent Roche
ANALOG DEVICESAbout Vincent Roche
Vincent Roche, age 64, is ADI’s Chief Executive Officer and Chair of the Board, serving as President since 2012, appointed CEO and director in May 2013, and elected Chair in March 2022; he began his ADI career in 1988 across leadership, sales, marketing, BD, and product management roles . FY2024 results included revenue of $9.4B, operating margin of 21.6%, adjusted operating margin of 40.9%, operating cash flow of $3.9B, and free cash flow of $3.1B (33% of revenue) as ADI navigated one of the industry’s worst downturns . Long-term shareholder returns are strong: 10-year TSR “>450%” and 10-year dividend CAGR 10% ; 3-year cumulative TSR performance of 29.47% versus comparator median 19.15% produced a 115.49% payout on TSR-based PRSUs . Recognitions include Forbes’ “America’s Most Innovative Leaders” (2019) and the 2021 SFI St. Patrick’s Day Science Medal .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Analog Devices, Inc. | Chair of the Board | March 2022–present | Combined CEO/Chair role to facilitate strategic agility; enhanced Lead Independent Director responsibilities for oversight |
| Analog Devices, Inc. | Chief Executive Officer & Director | May 2013–present | Led strategy execution, global scale expansion, hybrid manufacturing investments, and innovation at the Intelligent Edge |
| Analog Devices, Inc. | President | 2012–present | Senior leadership of operations and strategy; continuity through cycles |
| Analog Devices, Inc. | Various leadership roles | 1988–2012 | Corporate leadership, worldwide sales, strategic marketing, business development, product management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Acacia Communications, Inc. | Director | Until 2021 | Optical networking expertise; governance during strategic transactions |
| Forbes / SFI | Awards | 2019; 2021 | Recognized for innovation leadership and contributions to science ecosystems in Ireland |
Fixed Compensation
| Element | FY2024 Target | Notes |
|---|---|---|
| Base Salary | $1,200,000 | Temporary 10% salary reduction from Mar 24–Sep 28, 2024 for NEOs (excluding new CFO) |
| Target Variable Cash Incentive | 200% of base salary | CEO target unchanged in FY2024 |
| Max Payout Factor (Short-Term Incentive) | 3.0x for FY2024 | Reduced to 2.5x beginning FY2025, with shift to annual assessment/payout |
Multi-year CEO compensation (Summary Compensation Table):
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | $1,075,000 | $1,128,846 | $1,137,692 |
| Stock Awards ($) | $15,000,172 | $19,997,672 | $19,999,288 |
| Option Awards ($) | $0 | $0 | $0 |
| Non-Equity Incentive ($) | $5,560,731 | $4,071,924 | $628,707 |
| All Other Compensation ($) | $462,392 | $345,193 | $670,928 |
| Total ($) | $22,098,295 | $25,543,635 | $22,436,615 |
FY2024 “All Other Compensation” detail:
| Item | Amount ($) |
|---|---|
| Company 401(k) and DCP Payments | $91,015 |
| Corporate Aircraft Personal Use | $565,487 |
| Cyber/Data Privacy Protection Services | $7,200 |
| Tax Planning | $7,226 |
| Total | $670,928 |
Performance Compensation
Short-term variable cash incentive design and outcomes (FY2024):
- Metrics: 50% OPBT margin (Adjusted Operating Margin), 50% YoY revenue growth; OPBT margin floor ≤40% results in zero payout regardless of revenue .
- Quarterly targets/payout mapping (illustrative points): OPBT margin 42.0% → 1.0x; 45.0% → 2.0x; ≥50.0% → 3.0x; Revenue growth 8.0% → 1.0x; 15.0% → 2.0x; ≥22% → 3.0x .
| Quarter | OPBT Margin (%) | Payout Factor (OPBT) | Revenue Growth (%) | Payout Factor (Revenue) | Quarterly Payout Factor (Avg) |
|---|---|---|---|---|---|
| Q1 FY2024 | 42.0 | 100% | (22.7) | 0% | 49% |
| Q2 FY2024 | 39.0 | 0% | (33.8) | 0% | 0% |
| Q3 FY2024 | 41.2 | 58% | (24.8) | 0% | 29% |
| Q4 FY2024 | 41.1 | 56% | (10.1) | 0% | 28% |
Long-term equity program (CEO):
- FY2024 equity mix: Time-based RSUs 25% ($5M), Financial Metric PRSUs 40% ($8M), Relative TSR PRSUs 35% ($7M); PRSUs have 3-year cumulative performance with cliff vesting .
- FY2024 grants: RSUs 23,808; Relative TSR PRSUs 26,762; Financial Metric PRSUs 38,408; RSUs vest 25% annually over 4 years from Aug 15, 2024; PRSUs cliff vest after the 3-year performance period .
- Relative TSR PRSUs payout curve versus S&P 500: 25th percentile → 50%, 55th → 100%, 75th → 200%; capped at 100% if absolute 3-year TSR negative .
- 3-year cumulative TSR performance (latest assessed): ADI TSR 29.47% vs comparator 19.15% → 115.49% payout .
| FY2024 Equity Grant Component | Count | Vesting | Target/Payout Mechanics |
|---|---|---|---|
| Time-based RSUs | 23,808 | 25% per year over 4 years; anniversaries of Aug 15, 2024 | N/A |
| Relative TSR PRSUs | 26,762 | 3-year cliff | 25th→50%; 55th→100%; 75th→200%; cap at 100% if absolute TSR negative |
| Financial Metric PRSUs | 38,408 | 3-year cliff | Non-GAAP operating profit; <85%→0%; 100%→100%; 115%→200% |
Special CEO Performance Stock Option (granted Dec 2020):
- Structure: 460,000-share option with 3 tranches; exercisability one year after each target stock price threshold hit .
- Thresholds attained as of Apr 12, 2023; May 30, 2024; Jul 23, 2024; exercisable tranches: 151,800 (exercised eligibility Apr 12, 2024), 151,800 (eligible May 30, 2025), 156,400 (eligible Jul 23, 2025), subject to continued service .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Shares Beneficially Owned | 100,326 |
| Shares Acquirable Within 60 Days (options/RSUs) | 460,329 |
| Total Beneficial Ownership | 560,655 |
| Percent of Shares Outstanding | <1% |
| Notable Holdings | 34,828 shares in Vincent Roche 2023 GRAT; 43,515 shares in Vincent Roche 2024 GRAT |
- Executive stock ownership guidelines: CEO required to hold 5x base salary; all Leadership Team members were in compliance as of Nov 2, 2024 .
- Hedging/pledging: Prohibited; directors and executive officers may not hold ADI securities in margin accounts or pledge them as collateral (policy in place since Jan 2013) .
Outstanding equity awards snapshot (key option grants):
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 3/29/2018 | 50,017 | — | 91.13 | 3/29/2028 |
| 3/13/2019 | 100,803 | — | 108.08 | 3/13/2029 |
| 3/11/2020 | 134,620 | — | 94.41 | 3/11/2030 |
| 12/15/2020 (incl. CEO PSO) | 151,800 | 308,200 | 144.06 | 12/15/2030 |
| 3/10/2021 | 53,089 | 17,697 | 147.11 | 3/10/2031 |
Employment Terms
Change-in-control (CIC) retention agreement economics:
- Multiples: lump sum equal to 299% of base salary plus 299% of total variable cash incentive paid in the prior four fiscal quarters for CEO (and specified NEOs); benefits continuation for 24 months; payment of related legal fees; “double-trigger” protection within 24 months of Board-approved CIC; separate protection for non-Board-approved CIC within 12 months .
- Tax gross-ups: agreements entered into since 2009 do not include excise tax gross-ups; CIC table shows no gross-up for CEO .
Potential payments for Roche (as of Nov 2, 2024):
| Scenario | Cash Severance ($) | Variable Cash Incentive ($) | Accelerated Equity ($) | Benefits ($) | Gross-Up ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary Not for Cause or Good Reason (post-CIC) | 3,588,000 | 3,151,092 | 84,513,698 | 16,127 | — | 91,268,917 |
| Death | — | — | 133,309,174 | — | — | 133,309,174 |
| Disability | — | — | 133,309,174 | — | — | 133,309,174 |
Other policies and benefits:
- Clawback: recovery of excess incentive-based compensation for 3 completed fiscal years preceding a required accounting restatement; applies to CEO and officers .
- Deferred compensation (DCP): CEO FY2024 contributions $95,631; company contributions $7,650; aggregate earnings $2,417,809; ending balance $13,566,767 .
- Perquisites: personal use of corporate aircraft ($565,487); cyber/data privacy protection services ($7,200) .
Board Governance
- Board service history: Director since 2013; Chair since March 2022 . Independence: not independent (current employee); Ray Stata also not independent; 9 of 11 directors independent if slate elected .
- Committees: Roche serves on no standing committees; Messrs. Roche and Stata do not participate in portions of meetings discussing their compensation or sessions of independent directors .
- Combined CEO/Chair role: Board deems structure appropriate given strategy; enhanced Lead Independent Director responsibilities for independent oversight, agenda setting, evaluation process, shareholder liaison, and executive sessions .
- Board meetings and attendance: Board met 9 times in FY2024; each director attended at least 75% of Board and committee meetings; all current directors attended the 2024 Annual Meeting .
- Executive sessions: Board holds at least twice per year independent director executive sessions; committee executive sessions held regularly without management .
- Director compensation for employee directors: Roche receives no additional compensation for service as director/Chair .
Investment Implications
- Alignment: CEO comp is heavily performance-based, with 75% of FY2024 long-term equity delivered via PRSUs tied to relative TSR and non-GAAP operating profit, and short-term incentives tied to OPBT margin and revenue growth; this design supports pay-for-performance and profitability discipline .
- Retention risk and incentives: Significant unvested PRSUs (FY2022–2024 grants) with 3-year cliff vesting and time-based RSUs vesting over 4 years create strong retention hooks; FY2024 CEO grants include 23,808 RSUs and 65,170 PRSUs (2024 cohorts) subject to future vesting/performance . CIC protection with 299% multiples and broad equity acceleration (double-trigger) mitigate flight risk in change-of-control scenarios .
- Potential selling pressure and option dynamics: CEO PSO tranches will become exercisable on May 30, 2025 and July 23, 2025 subject to continued service, adding in-the-money optionality; monitoring Form 4s around those dates and annual RSU vest anniversaries may inform near-term supply dynamics . No hedging/pledging permitted, reducing misalignment risk .
- Governance checks on dual role: Combined CEO/Chair is balanced by a robust Lead Independent Director framework and a predominantly independent board, with structured executive sessions and clear committee oversight across audit, compensation, nominating/governance, and corporate development .
Notes on Director Compensation and Ownership Policies
- Non-employee director stock ownership guideline: ≥4x annual cash retainer; time-based RSUs and restricted stock count; pledged shares do not count; all non-employee directors in compliance as of FY2024 end . Employee director Roche follows executive ownership guidelines (5x salary) with Leadership Team in compliance .
Performance Compensation Details (Reference)
- FY2025 plan changes: reduced short-term incentive cap to 2.5x and moved to annual measurement/payout, responding to 2024 say-on-pay feedback .
- Shareholder engagement: Board/management engaged holders representing over 57% of shares; changes implemented to incentive design based on feedback .