Mercedes Johnson
TERADYNEAbout Mercedes Johnson
Mercedes Johnson is an independent director at Teradyne and currently serves as Chair of the Audit Committee. She is age 71 and has served on Teradyne’s board since 2014, bringing CFO-level financial leadership from Avago Technologies, Lam Research, and an interim CFO role at Intersil . All non-employee directors, including Ms. Johnson, were deemed independent in 2024 and participated in executive sessions after each regular board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avago Technologies Limited | Senior Vice President & Chief Financial Officer | Dec 2005 – Aug 2008 | Former senior financial executive; contributes industry and operational experience |
| Lam Research Corporation | Senior Vice President, Finance | Jun 2004 – Jan 2005 | Finance leadership prior to CFO tenure |
| Lam Research Corporation | Chief Financial Officer | May 1997 – May 2004 | CFO; deep semiconductor equipment finance experience |
| Intersil Corporation | Interim Chief Financial Officer | Apr 2013 – Sep 2013 | Transition CFO responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Synopsys, Inc. | Director | Since Feb 2017 | Current public company directorship |
| Analog Devices, Inc. | Director | Since Aug 2021 | Current public company directorship |
| Maxim Integrated Products | Director | Sep 2019 – Aug 2021 | Former public company directorship (last five years) |
| Millicom International Cellular S.A. | Director | May 2019 – May 2023 | Former public company directorship (last five years) |
| Prior boards (historical) | Director roles | Various | Micron Technology (to Jan 2019), Juniper Networks (to 2019), Intersil (to 2017) |
Board Governance
- Committee assignments: Audit Committee Chair; committee members are independent and designated “financial experts” by SEC rules; Audit Committee held 8 meetings in FY 2024 with average attendance of 95.8% .
- Board meetings: The Board met 4 times in 2024; each director attended at least 75% of meetings; all nine directors attended the May 9, 2024 annual meeting; non-employee directors held executive sessions after each regular meeting .
- Independence: All non-employee directors are independent under Nasdaq and Teradyne standards; Ms. Johnson is included in the independent director cohort .
- Committee structure: Three standing committees—Audit, Compensation, Nominating & Corporate Governance—each comprised of independent directors; 2023 membership confirmed Ms. Johnson as Audit Committee Chair .
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $80,000 | $86,346 | $109,120.88 (includes prorated Audit Chair fee starting May 12, 2023) | $120,000 (includes $30,000 Audit Chair fee) |
| Stock Awards ($, grant-date fair value) | $199,449 | $229,108 | $230,052.90 | $230,016 |
| Total ($) | $279,449 | $315,454 | $339,173.78 | $350,016 |
- Annual cash retainer for non-employee directors: $90,000 (2024), with additional $30,000 for Audit Chair; Chair of the Board receives $100,000 .
- Shareholder-approved limit: Total annual cash + equity compensation for any non-employee director capped at $750,000 under the 2006 Plan .
Performance Compensation
- Structure: Annual equity grants are restricted stock units (RSUs) with time-based vesting; no disclosed performance-based metrics for non-employee director equity; no option awards disclosed in recent years .
- Anti-hedging/anti-pledging: Policy prohibits hedging and pledging by directors .
| RSU Detail | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| RSUs outstanding at year-end | 1,561 | 2,143 | 2,530 | 1,876 |
| Expected vesting date | May 7, 2022 | May 12, 2023 | May 9, 2024 | May 9, 2025 |
Other Directorships & Interlocks
| Potential Interlock | Description | Independence/Materiality |
|---|---|---|
| Synopsys, Inc. | Ms. Johnson is a director; historically, Synopsys was a Teradyne customer noted in independence review | Board concluded relationships were immaterial to independence in 2014 |
| Semiconductor companies | Historical roles/directorships at Micron, Juniper, Intersil | Independence affirmed; business with these entities in 2014 deemed immaterial |
- Related-party safeguards: Annual conflicts inquiry and Audit Committee oversight; no potential conflicts identified in 2019, 2020, or 2022 .
Expertise & Qualifications
- Audit Committee financial expert: Board determined Audit Committee members (including Ms. Johnson) are financially literate and “audit committee financial experts” under SEC rules .
- Industry and finance credentials: Former CFO at Avago and Lam; Interim CFO at Intersil; contributes semiconductor and operational experience to the Board .
- Skills matrix (2023): Financial, M&A, semiconductor/electronics industry, global business, C-level experience .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) as of Mar 14, 2025 | 12,768 shares; less than 1% of class (160,832,506 shares outstanding) |
| Included in beneficial ownership | 1,876 shares attributable to options/RSUs vesting within 60 days or DSUs issuable per director deferral plan timing |
| Stock ownership guideline | Required to hold 5x annual cash retainer within 5 years; Ms. Johnson met guideline as of Dec 31, 2024 |
| Hedging/pledging | Prohibited by policy |
Governance Assessment
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Strengths:
- Deep CFO-level financial expertise and designated Audit Committee financial expert; serves as Audit Chair overseeing financial reporting, internal controls, cybersecurity, and ERM—key for investor confidence .
- Strong engagement: Board met 4 times in 2024 with executive sessions after each meeting; directors met attendance expectations; Audit Committee met 8 times with 95.8% average attendance .
- Alignment: Complies with 5x retainer ownership guideline; RSU-based equity fosters alignment; hedging/pledging prohibited; shareholder-approved cap on director pay .
-
Watch items / potential risks:
- Multi-board commitments: Continues to hold at least two other public company directorships (Synopsys, Analog Devices); historically served on multiple audit committees—Board previously assessed and found service did not impair effectiveness, but remains workload-sensitive in cyclical semiconductor markets .
- Interlocks: Historical relationships with Teradyne customers (e.g., Synopsys and others) monitored by Board; independence affirmed and relationships deemed immaterial, but ongoing oversight remains prudent .
- No disclosed performance metrics for director equity: Equity is time-based RSUs; while standard for directors, the absence of performance conditions places emphasis on committee effectiveness and oversight quality rather than pay-for-performance mechanics .
Overall, Ms. Johnson presents strong board effectiveness through audit leadership, high engagement, and clear alignment; potential concerns center on external commitments and historical interlocks, both mitigated by established governance processes and independence determinations .