Bridget van Kralingen
TERADYNEAbout Bridget van Kralingen
Independent director of Teradyne (TER) since 2024; age 61. Partner at Motive Partners since November 2022; previously led IBM’s Global Sales and Markets Division and IBM Global Consulting, and was Managing Partner, US Financial Services at Deloitte Consulting. Tenure on the TER board: elected January 2024 and nominated for re‑election in 2025; identified as independent under SEC/Nasdaq and company guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Corporation | Led Global Sales and Markets; earlier led Global Consulting divisions | Apr 2004 – Dec 2021 | Global go‑to‑market and consulting leadership; international operations and IT services expertise |
| Deloitte Consulting | Managing Partner, US Financial Services | Pre‑2004 | Financial services strategy and client leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Travelers Insurance | Director | Since Jan 2022 | Current public board |
| Discovery Limited | Director | Since Jun 2022 | Current public board |
| Royal Bank of Canada | Director | Jun 2011 – Apr 2024 | Prior public board |
Board Governance
| Item | Details |
|---|---|
| Committees | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Chair roles | None |
| Independence | Determined independent by Board (SEC/Nasdaq and company standards) |
| Attendance (2024) | Board met 4 times; average Board and committee attendance 100%; each director attended ≥75% of meetings |
| Committee attendance (2024) | Compensation Committee average attendance 100%; Nominating & Corporate Governance Committee average attendance 100%; Audit Committee average attendance 95.8% (Bridget not on Audit) |
| Years of service | Director since 2024 |
Fixed Compensation
| Component | TER Policy (2024) | Bridget’s 2024 Amount |
|---|---|---|
| Annual cash retainer | $90,000 for non‑employee directors | $89,324 (prorated for 2024 service start) |
| Committee chair fees | Audit Chair $30,000; Compensation Chair $20,000; Nominating & Governance Chair $15,000 | $0 (not a chair) |
| Independent Chair fee | $100,000 | $0 (not Chair) |
| Equity grant (annual) | RSUs with grant‑date fair value $230,000; vest earlier of 1 year or next AGM | Included in 2024 stock awards total $304,327 (annual grant plus prorated new‑director grant) |
| New director equity (prorated) | RSUs prorated to next annual grant date | Granted Jan 12, 2024 (prorated RSUs) |
| Deferral program | Optional deferral of cash/equity into interest account or DSUs; paid within 90 days of end of board service | Eligible; no deferral election disclosed for Bridget in 2024 table |
| Director ownership guideline | 5x annual cash retainer within 5 years; unvested RSUs excluded | Not yet required to be met; as of Dec 31, 2024 she had time remaining to comply |
| Anti‑hedging/pledging | Hedging and pledging prohibited | Applies to Bridget |
Performance Compensation
| Item | TER Policy |
|---|---|
| Performance‑based director pay | None; director program uses full‑value, time‑based RSUs; no performance‑based equity or perquisites |
| Performance metrics tied to director pay | Not applicable (no director performance awards) |
Other Directorships & Interlocks
| External Board | Potential Business Overlap with TER | Board Independence Determination |
|---|---|---|
| Travelers Insurance | None disclosed | Independent |
| Discovery Limited | None disclosed | Independent |
| Royal Bank of Canada (prior) | None disclosed with TER; role ended Apr 2024 | Independent; prior role listed |
- Related‑party checks: Under TER’s Conflict of Interest Policy, the Audit Committee reviewed potential conflicts annually; none identified in 2023. The Board specifically reviewed certain relationships for other directors and found them immaterial; Bridget’s independence affirmed.
Expertise & Qualifications
- Extensive global business experience; information technology services; international operations; global sales and business development.
- Governance breadth: compensation oversight, succession, ESG oversight; Board and committees oversee AI governance, cybersecurity, ERM, and sustainability, indicating broad strategic risk oversight exposure.
Equity Ownership
| Date/Source | Beneficial Ownership Detail | Shares | Percent of Shares Outstanding |
|---|---|---|---|
| 03/14/2024 (DEF 14A ownership table) | Common shares beneficially owned | 709 | ~0.00046% (709 / 152,973,620) |
| 01/12/2024 (Form 4) | New‑director RSU award (A) | 709 | |
| 05/09/2024 (Form 4) | Annual RSU grant (A) | 1,876 | |
| 12/31/2024 (DEF 14A footnote) | Unvested RSUs held by each then‑serving non‑employee director; vest expected 05/09/2025 | 1,876 | |
| 05/09/2025 (Form 4) | RSU award (A); post‑txn ownership | 2,971 granted; 5,556 owned after txn | |
| Policy flags | Hedging and pledging prohibited | — | — |
Insider transactions (Form 4 summary):
- 01/12/2024: Award grant, 709 shares; ownership 709.
- 05/09/2024: Award grant, 1,876 shares; ownership 2,585 (post‑txn reported).
- 05/09/2025: Award grant, 2,971 shares; ownership 5,556 (post‑txn).
Fixed Compensation (Bridget 2024 — detailed)
| Metric | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 89,324 | Prorated from 2024 service; no chair fees |
| Stock Awards (RSUs) | 304,327 | Includes annual award (grant‑date FV ~$230,016) and prorated new‑director grant; FASB ASC 718 fair value |
| Total | 393,650 | — |
SAY‑ON‑PAY & Shareholder Feedback
- 2024 Say‑on‑Pay approval: approximately 89% of votes cast FOR.
- 2025 AGM outcomes:
- Bridget’s re‑election: For 128,463,260; Against 1,543,112; Abstain 208,256; Broker non‑votes 10,908,880.
- Say‑on‑Pay (2024 compensation): For 123,251,108; Against 6,401,007; Abstain 562,513; Broker non‑votes 10,908,880.
Compensation Committee Analysis
- Committee membership (2024): Peter Herweck (Chair), Marilyn Matz, Paul J. Tufano, Bridget van Kralingen; all independent. Meetings: five in 2024; average attendance 100%.
- Independent consultant: Compensia retained; annual conflict‑of‑interest assessment found no conflicts (2024).
Governance Assessment
- Strengths:
- Independence affirmed; no related‑party concerns disclosed for Bridget; annual conflict checks showed no potential conflicts in 2023.
- Strong engagement: Board/committee attendance averages at or near 100%; executive sessions held each meeting; robust governance policies (ownership guidelines; anti‑hedging/pledging; majority voting; overboarding limits).
- Equity alignment: Director compensation emphasizes equity (time‑based RSUs); ownership guideline of 5x cash retainer within five years fosters alignment.
- Shareholder support: High re‑election vote counts and strong Say‑on‑Pay outcomes (89% in 2024; 2025 vote approved).
- Potential watchpoints:
- Multiple external boards (Travelers, Discovery) — consistent with overboarding policy (≤4 public boards); currently within limits; monitor time commitments as committee responsibilities expand.
- Ownership guideline not yet met (new director with compliance runway) — expected under policy.
No hedging/pledging, loans, or director perquisites are permitted under TER policies; director pay capped by shareholder‑approved plan ($750,000 annual limit).
Other Notes
- Board oversight includes ERM, cybersecurity/AI governance, sustainability/ESG, and succession planning; Bridget’s committee roles (Compensation; Nominating & Governance) directly touch human capital, governance principles, ESG, and succession oversight.