Vivek Jain

About Vivek Jain

Vivek Jain, 65, is Executive Vice President of Global Operations & Technology at Analog Devices, Inc. (ADI), responsible for global manufacturing and supply chain operations. He has served as EVP since May 2022 and previously as SVP from August 2021 to May 2022; prior roles include Senior Vice President of the Technology and Manufacturing Group at Maxim Integrated (2009–2021), VP of Fab Operations at Maxim (2007–2009), and Plant Manager at Intel’s Technology Development and Manufacturing facility. He holds a B.S. in Chemical Engineering from IIT Delhi, an M.S. in Chemical Engineering from Penn State, an M.S. in Electrical Engineering from Stanford, and is a 2014 graduate of Stanford GSB’s Executive Program . ADI delivered FY2024 revenue of $9.4B, 57.1% gross margin, 21.6% operating margin, and $3.9B operating cash flow; adjusted metrics showed 67.9% adjusted gross margin, 40.9% adjusted operating margin, $6.38 adjusted diluted EPS, and $3.1B FCF. Over 10 years, ADI’s total shareholder return exceeded 450% and its dividend CAGR was ~10%; over the last three fiscal years, ADI’s TSR was 37%, outpacing the S&P 500 at 30% .

Past Roles

External Roles

No external public company directorships are mentioned in ADI’s proxy biography for Mr. Jain .

Fixed Compensation

Target variable cash incentive (as % of base salary):

Notes:

• FY2024 base salaries for NEOs were reduced by 10% from March 24, 2024 through September 28, 2024 to control costs; target bonus percentages were unchanged in FY2024 .

Performance Compensation

Short-Term Variable Cash Incentive Plan (FY2024 Design and Results)

• Metrics and weighting: 50% OPBT margin (Adjusted Operating Margin), 50% year-over-year revenue growth; quarterly measurement with semi-annual payouts; payout factor capped at 3.0x; zero payout if OPBT margin ≤40% .
• FY2024 quarterly actuals and payout factors:

• Full-year payout: ~27% of target in FY2024 vs ~182% in FY2023 and ~293% in FY2022, reflecting negative YOY revenue growth despite margin performance .

Design changes for FY2025:

• Maximum payout factor reduced from 3.0x to 2.5x; moved to annual measurement and payout, reflecting shareholder feedback and say-on-pay engagement .

Long-Term Equity Incentives (Structure and FY2024 Grants)

Design:

• Relative TSR PRSUs: cumulative 3-year performance vs comparator group; cliff vest at 3 years; payouts capped at target if absolute TSR is negative .
• Financial Metric PRSUs: cumulative 3-year non-GAAP operating profit target; cliff vest at 3 years; moved to cumulative 3-year measurement starting FY2024 .
• Time-based RSUs: vest in equal installments over 4 years; used for retention and ownership accumulation .

FY2024 annual grants (target values converted to share counts):

Vesting schedules tied to specific grants:

• 2024 RSUs/PRSUs: RSUs vest in equal installments on the first–fourth anniversaries of August 15, 2024; 2024 PRSUs performance period Aug 15, 2024–Aug 15, 2027; vest Aug 29, 2027 .
• 2023 PRSUs: performance period Mar 15, 2023–Mar 15, 2026; vest Mar 29, 2026 .
• 2022 PRSUs: performance period Mar 15, 2022–Mar 15, 2025; vest Mar 29, 2025; 2022 Financial Metric PRSUs earned as of Nov 2, 2024 remain subject to service-based vesting until Mar 15, 2025 .

Stock vested during FY2024 (vesting-driven value realization):

Equity Ownership & Alignment

Beneficial Ownership (as of Jan 8, 2025)

• Stock ownership guidelines: 3x annual base salary for Leadership Team; RSUs and certified PRSUs count; options do not; pledged shares do not count. All Leadership Team members were in compliance as of Nov 2, 2024 .
• No Hedging or Pledging Policy: Prohibits certain hedging/pledging transactions; future pledging by directors and executive officers has been prohibited since Jan 2013. Pledged positions disclosed for another insider (Ray Stata), none indicated for Mr. Jain in the ownership table .

Outstanding Equity as of FY2024 Year-End (Nov 2, 2024)

Insider selling pressure outlook:

• Multiple vest events in 2025: 2021 RSUs in Feb/May/Aug/Nov 2025; 2022 Financial Metric PRSUs service-vest Mar 15, 2025; 2022 Relative TSR PRSUs vest Mar 29, 2025. These scheduled vestings typically increase tradable shares and could influence Form 4 activity patterns .

Employment Terms

• Change-in-control arrangements: Mr. Jain is party to ADI’s Retention Agreement (double-trigger severance if terminated within 24 months post-board-approved change in control); ADI adopted updated ADI Retention Agreements and replaced expiring Maxim plan in Oct 2023 . Under the 2020 and 2006 Plans, at change-in-control closing, one-half of unvested equity awards accelerate; remaining half continues on original schedule and accelerates upon termination without cause or for good reason within one year post-transaction (combination single-trigger partial acceleration plus double-trigger for remainder). Agreements since 2009 do not include excise tax gross-ups .

• Potential payments upon termination (as of Nov 2, 2024): | Scenario | Cash Severance ($) | Variable Cash Incentive ($) | Accelerated Equity Value ($) | Medical/Other ($) | Excise Tax Gross-Up ($) | Total ($) | |---|---:|---:|---:|---:|---:|---:| | Involuntary termination or good reason following change-in-control | $1,943,500 | $1,066,778 | $18,442,235 | $34,372 | $0 | $21,486,885 | | Death | — | — | $19,454,001 | — | — | $19,454,001 | | Disability | — | — | $19,454,001 | — | — | $19,454,001 |

• Deferred Compensation Plan (DCP): Executives eligible to defer compensation; company contributes 8% of eligible deferred contributions; payments made per elections; executive/key employee payments delayed 6 months post-termination per tax rules; assets held in Rabbi trust; accounting treatment described .

• Clawback policy: Company will attempt to recover excess incentive-based compensation for officers in the event of an accounting restatement per Rule 10D-1 and Nasdaq rules; SOX clawback applies to CEO/CFO for misconduct-related restatements .

Investment Implications

• High alignment, lower near-term cash sensitivity: Jain’s pay mix is heavily equity-based with FY2024 short-term payout at ~27% of target due to negative revenue growth, evidencing disciplined pay-for-performance. Long-term PRSUs emphasize 3-year cumulative operating profit and relative TSR, with TSR payouts capped when absolute TSR is negative, curbing risk-taking bias .
• Upcoming vesting cadence may drive liquidity events: Multiple RSU/PRSU vest dates in 1H–2H 2025 and March 2025 could increase tradable shares for Jain; monitor Form 4 filings around these dates for potential selling pressure signals .
• Retention risk appears mitigated: Significant unvested equity and double-trigger CoC protections, plus absence of excise tax gross-ups, suggest balanced retention with shareholder-friendly features; partial single-trigger acceleration on CoC reflects competitive semiconductor market practice reviewed by independent consultant Pearl Meyer .
• Ownership and governance: Beneficial ownership is <1%; compliance with 3x salary ownership guideline; hedging/pledging prohibited for executives, with no pledge disclosures for Jain, supporting alignment with long-term shareholder interests .