Drew Henry
TERADYNEAbout Drew Henry
Drew Henry is an independent director of Teradyne appointed effective July 1, 2025. He is Executive Vice President of Strategy & Ecosystem at Arm Holdings (joined 2017), with prior senior operating roles including CEO of Acetti Software, Senior Vice President/GM at SanDisk, and over a decade at Nvidia as General Manager for GeForce. He holds an M.S. in Electrical Engineering from USC and a B.S. in Engineering Physics from the University of the Pacific . The Board determined he is independent and disclosed no related‑party transactions requiring Item 404(a) disclosure in connection with his appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nvidia | General Manager, GeForce (GPU business) | Over a decade (years not disclosed) | Led flagship GPU platform; deep compute ecosystem and product leadership experience |
| SanDisk | Senior Vice President and General Manager (multiple business units) | Not disclosed | Ran storage businesses serving telecom, consumer, auto, and cloud markets; significant P&L and go‑to‑market scope |
| Acetti Software | Chief Executive Officer (venture‑funded cloud startup) | Not disclosed | Early‑stage CEO experience; strategy and scaling in cloud software |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Arm Holdings | EVP, Strategy & Ecosystem | 2017–present | Shapes Arm’s global growth strategy; extensive semiconductor compute ecosystem expertise |
Board Governance
- Committee assignments: Compensation Committee (member) and Nominating & Corporate Governance Committee (member), effective July 1, 2025 .
- Independence: Board determined independent under SEC and Nasdaq standards; no Item 404(a) related‑party transactions disclosed .
- Board structure: Independent Chair (Paul J. Tufano); regular executive sessions of independent directors after each scheduled Board meeting .
- 2024 attendance context: Board met 4x; each director met at least 75% attendance; committee attendance averages in 2024 were Audit 95.8%, Compensation 100%, Nominating & Governance 100% (Henry joined in 2025; figures provide context) .
- Overboarding policy: Directors may serve on no more than four other public company boards; age limit 74 at election/appointment .
Fixed Compensation
| Component | Program Terms | Amount/Detail |
|---|---|---|
| Annual cash retainer (non‑employee director) | Paid in cash; deferrable into DSUs or interest account | $90,000 per year |
| Committee chair fees | Additional cash for chairs (not members) | Audit Chair $30,000; Compensation Chair $20,000; Nominating & Governance Chair $15,000 |
| Independent Chair fee | Additional cash for Board Chair | $100,000 per year (not applicable to Henry) |
| Meeting fees | Not disclosed (none indicated) | N/A |
| Annual equity grant | Full‑value RSUs; vests in full on the earlier of 1‑year anniversary or next Annual Meeting | $230,000 grant‑date fair value each year |
| New director equity grant | Pro‑rated RSU upon appointment; vests at next annual board grant | $230,000 pro‑rated (Henry eligible as of July 1, 2025) |
| Deferral program | Cash and/or equity deferrable; DSU or interest account; DSUs settle within 90 days after board service ends | Available to all non‑employee directors |
| Ownership guideline | Must own 5x annual cash retainer within 5 years of election/appointment; unvested RSUs excluded | Applies to Henry; 5‑year compliance window from appointment |
| Anti‑hedging/pledging | Prohibited for directors | Hedging and pledging barred by policy |
| Compensation cap | Shareholder‑approved annual cap per director | ≤ $750,000 total cash+equity per year |
| Eligibility confirmation | New directors receive the same compensation program | Henry eligible per 8‑K appointment disclosure |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Performance‑conditioned pay for directors | None | Teradyne provides full‑value, time‑based RSUs to non‑employee directors; no performance‑based equity or variable cash for directors |
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction | Notes |
|---|---|---|---|
| None disclosed by Teradyne as of appointment | — | None | 8‑K states no arrangements/understandings for selection and no related‑party transactions requiring Item 404(a) disclosure |
Expertise & Qualifications
- Semiconductor and compute ecosystem operator; platform and product leadership (Nvidia GeForce; Arm strategy) .
- Growth strategy, P&L, and business unit GM experience across storage, consumer, telecom, auto, and cloud end markets (SanDisk) .
- Early‑stage CEO experience (Acetti Software) .
- Education: M.S. Electrical Engineering (USC); B.S. Engineering Physics (University of the Pacific) .
Equity Ownership
- Initial equity: Eligible for a pro‑rated $230,000 RSU grant upon appointment (vests at the next annual board grant), then standard annual RSU grants thereafter .
- Ownership alignment: Must attain ≥5x annual cash retainer within 5 years; unvested RSUs excluded from compliance; deferral program (DSUs) available to facilitate ownership .
- Hedging/pledging: Prohibited by policy (alignment safeguard) .
Governance Assessment
- Signals supporting investor confidence:
- Independence confirmed; no related‑party transactions disclosed at appointment .
- Immediate placement on Compensation and Nominating & Governance committees leverages strategic/operator background in compute ecosystems and platform growth .
- Robust governance environment: independent Chair; strong committee attendance; annual director elections with majority voting; executive sessions each meeting .
- Compensation oversight context is stable: recent Say‑on‑Pay support ~89% of votes cast, and Compensation Committee employs an independent consultant (Compensia) .
- Watch items:
- As an active EVP at Arm, time commitment will be monitored under overboarding policy limits (≤4 other public boards; Henry has no disclosed public company directorships at appointment) .
- The Board’s conflict and related‑party monitoring applies; no 404(a) items disclosed as of appointment .
Board Governance (reference context)
| Committee | 2024 Meetings | 2024 Avg Attendance | Core Responsibilities |
|---|---|---|---|
| Compensation | 5 | 100% | Exec and non‑employee director pay, clawback policy, HCM oversight |
| Nominating & Corporate Governance | 4 | 100% | Board composition, refreshment, ESG oversight, succession planning |
Note: Attendance figures above reflect FY2024 (before Mr. Henry’s July 2025 appointment) and are provided as context for committee effectiveness .