Ernest Maddock
TERADYNEAbout Ernest E. Maddock
Ernest E. Maddock (age 66) has served as an independent director of Teradyne since 2022 and is a member of the Audit Committee, with the Board determining he is an “audit committee financial expert.” He is the former CFO of Micron Technology (2015–2018) and previously held CFO roles at Riverbed Technology (2013–2015) and Lam Research (2008–2013), bringing over 35 years of technology industry finance and operating experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Micron Technology, Inc. | Senior Vice President & Chief Financial Officer | 2015–2018 | Led finance for global memory leader |
| Riverbed Technology, Inc. | Executive Vice President & Chief Financial Officer | 2013–2015 | Enterprise infrastructure software finance leadership |
| Lam Research Corporation | Chief Financial Officer; earlier roles in operations/technology/finance | CFO 2008–2013; various roles 1997–2013 | Semicap finance and operations expertise |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Ultra Clean Holdings, Inc. | Director | June 2018 | Public company board service |
| Avnet, Inc. | Director | August 2021 | Avnet is a Teradyne customer and supplier; Board determined no material relationship, below Nasdaq thresholds |
| Ouster, Inc. | Director | January 2022 | Public company board service |
Board Governance
- Committee assignments: Audit Committee member; committee members deemed independent and financially literate; Audit Committee met eight times in 2024; average committee attendance 95.8% .
- Independence: Board affirmed Maddock’s independence under SEC/Nasdaq and Company guidelines; reviewed Avnet relationship and determined it did not preclude independence (amounts below Nasdaq thresholds) .
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 75% of Board/committee meetings; non-employee directors held executive sessions after each regular Board meeting; all directors attended the May 9, 2024 annual meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $90,000 | Board maintained same non-employee director compensation as 2023 |
| Committee chair fees | N/A | Audit Chair: $30,000; Compensation Chair: $20,000; NCG Chair: $15,000 (Maddock is not chair) |
| Independent Chair fee | N/A | $100,000 (paid to Independent Chair) |
| 2024 equity grant (RSUs) | $230,016 | Annual full-value RSUs; time-based vesting; grant policy: earlier of Annual Meeting or last Thursday in May |
| Total 2024 director compensation (Maddock) | $320,016 | Fees $90,000; Stock awards $230,016 |
Performance Compensation
| Equity Award | Grant Policy | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (non-employee director) | Fair market value $230,000 granted on earlier of Annual Meeting or last Thursday in May | Vests in full on earlier of first anniversary of grant or next Annual Meeting; Maddock held 1,876 RSUs with expected vesting date May 9, 2025 | None; directors do not receive performance-based equity |
Other Directorships & Interlocks
| External Company | Relationship to TER | Independence Determination |
|---|---|---|
| Avnet, Inc. | Customer and supplier of Teradyne | Board determined amounts paid/received over last 3 fiscal years do not exceed Nasdaq thresholds; no material relationship; independence maintained |
| Schneider Electric; Synopsys; Analog Devices; Lattice Semiconductor; Marvell (other directors’ ties) | Various customer/supplier relationships with TER | Board reviewed and affirmed independence for all relevant directors; amounts below thresholds |
Expertise & Qualifications
- Financial leadership: 10 years as public company CFO; Board-designated “audit committee financial expert” .
- Technology industry: 35+ years in operations, technology, and finance at semicap and semiconductor companies .
- Corporate governance: Service on multiple public company boards; independence affirmed .
Equity Ownership
| Item | Amount | Details |
|---|---|---|
| Total beneficial ownership | 6,610 shares | Less than 1% of class (160,832,506 shares outstanding as of March 14, 2025) |
| RSUs vesting within 60 days of March 14, 2025 | 1,876 shares | Expected vest May 9, 2025 |
| DSUs (Deferred Stock Units) | 2,536 shares | Issuable within 90 days of end of board service under Director Deferral Plan |
| Options exercisable/unexercisable | Not disclosed | No options indicated in director compensation table |
| Ownership guidelines | 5x annual cash retainer; 5-year compliance window | As of Dec 31, 2024: all directors met guidelines except Maddock (joined 2022) and van Kralingen (joined 2024); both have additional time |
| Hedging/pledging | Prohibited | Insider Trading Policy bans hedging and pledging; no margin accounts |
Governance Assessment
- Strengths: Independent director with deep semicap CFO experience; Audit Committee membership and financial expert designation bolster oversight of reporting, internal controls, cybersecurity, and ERM; strong attendance and engagement norms (exec sessions each meeting) .
- Alignment and incentives: Balanced director pay mix with emphasis on equity (time-based RSUs); ability to elect DSU deferrals; shareholder-approved annual director compensation cap of $750,000 .
- Shareholder feedback: Say-on-Pay in 2024 approved with ~89% of votes cast; Company reported outreach to shareholders representing ~53% of outstanding shares in 2024 .
- Potential conflicts and red flags: Avnet directorship presents customer/supplier interlock; Board reviewed and deemed non-material under Nasdaq thresholds; continued monitoring disclosed. Maddock has not yet met director stock ownership guideline but remains within 5-year window (joined 2022), reducing immediate alignment concerns; hedging/pledging prohibited, mitigating risk .
Overall, Maddock’s finance pedigree and committee expertise support board effectiveness; disclosed interlocks have been assessed within governance frameworks, and director pay/ownership policies align incentives without performance equity for directors .