Marilyn Matz
TERADYNEAbout Marilyn Matz
Independent director of Teradyne (TER) since 2017; age 71. CEO and Board Chair of Paradigm4, Inc.; co‑founder of Cognex Corporation with extensive leadership in automation, machine vision and software analytics over more than 40 years. Determined independent under SEC and Nasdaq standards and Teradyne’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cognex Corporation | Co‑founder; Senior Vice President and Business Unit Manager, PC Vision Products Group; various engineering and operations leadership roles | March 1981 – December 2008 | Led technical and business operations in machine vision; deep automation/software analytics expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paradigm4, Inc. | CEO & Board Chair; Co‑founder | Since December 2009 | Private company leadership; technology/software analytics focus |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee member
- Nominating & Corporate Governance Committee Chair
- Independence: Board determined Ms. Matz is independent; all standing committees comprise independent directors .
- Attendance and engagement:
- Board met 4 times in 2024; executive sessions after each meeting; each director attended at least 75% of meetings; 2024 average board and committee attendance was 100% .
- Compensation Committee held 5 meetings; average attendance 100% .
- Nominating & Corporate Governance Committee held 4 meetings; average attendance 100% .
- 2025 Election results (signal of shareholder support):
- Votes For: 128,439,681; Against: 1,649,208; Abstained: 125,739; Broker Non‑Votes: 10,908,880 .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Annual Director Cash Retainer | $90,000 |
| Nominating & Corporate Governance Committee Chair Fee | $15,000 |
| Total Cash Fees | $105,000 |
| Director Equity (Annual RSUs grant-date fair value) | $230,016 |
| Total 2024 Director Compensation | $335,016 |
| RSUs Outstanding at 12/31/2024 | 1,876 units, expected vesting May 9, 2025 |
- Director program features: emphasis on equity; full‑value RSUs; no perquisites; shareholder‑approved annual cap for non‑employee director compensation of $750,000; hedging and pledging prohibited .
Performance Compensation
Directors do not receive performance‑based equity awards; annual RSUs vest time‑based (no performance metrics applied) .
| Metric Type | Applicable to Directors? | Notes |
|---|---|---|
| Performance‑based RSUs (PSUs) | No | Annual director equity is time‑based RSUs |
| Cash bonus tied to operational/financial goals | No | Director compensation is retainer/fees + equity; no meeting fees disclosed |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Matz in TER’s director nominee table |
| Compensation Committee interlocks | Committee members (including Ms. Matz) had no relationships requiring disclosure under Item 404; no reciprocal executive board/comp committee overlaps reported |
Expertise & Qualifications
- Co‑founder/operator in machine vision and software analytics; senior leadership roles across engineering and business operations at Cognex; CEO/Chair at Paradigm4 .
- Board qualifications emphasize technical expertise and leadership experience in automation/machine vision/software analytics .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (as of March 14, 2025) | 16,202 shares; <1% of outstanding |
| Included in beneficial ownership | 1,876 shares due to RSUs vesting within 60 days; no DSUs listed for Ms. Matz |
| Stock ownership guideline | 5× annual cash retainer for non‑employee directors |
| Compliance status | As of 12/31/2024, all non‑employee directors met guidelines except Maddock and van Kralingen (Ms. Matz met) |
| Hedging/Pledging | Prohibited by Insider Trading Policy |
Governance Assessment
- Board effectiveness: Ms. Matz chairs Nominating & Corporate Governance and serves on Compensation—two key oversight bodies—suggesting strong influence on refreshment, ESG, succession, and pay governance; committee attendance metrics indicate robust engagement (Comp and NCGC averages 100%) .
- Alignment: She meets director stock ownership guidelines; uses time‑based RSUs with no performance gaming; hedging/pledging prohibited, enhancing alignment with shareholders .
- Independence and conflicts: Determined independent; no Item 404 related‑party transactions or compensation interlocks reported for committee members; no customer/supplier relationships flagged for Ms. Matz (others had reviewed relationships below Nasdaq thresholds) .
- Shareholder signals: Strong 2025 re‑election support (128.4M “For” vs. 1.6M “Against”); say‑on‑pay approved with 123.3M “For” vs. 6.4M “Against,” signaling investor confidence in governance and pay structures .
- Red flags: None disclosed—no hedging/pledging; no tax gross‑ups for directors; no performance equity for directors; no repricing; shareholder cap on director compensation .
Overall, Ms. Matz exhibits strong governance credentials (independence, leadership of NCGC, active committee engagement) and alignment (ownership guidelines met, anti‑hedge/pledge policy). Absence of related‑party transactions or interlocks, combined with robust shareholder support, indicates low governance risk and positive board effectiveness signals for investors .