Michelle Turner
TERADYNEAbout Michelle Turner
Michelle Turner (age 52) was appointed Teradyne’s Vice President, Chief Financial Officer, and Treasurer effective November 3, 2025, and will serve as principal financial and accounting officer. She brings 30 years of finance leadership across aerospace & defense (L3Harris), healthcare (Johnson & Johnson), industrials (Raytheon, Honeywell), and oil & gas (BHP), with a BS in Accounting (University of South Florida) and MBA (Arizona State). Company context entering her tenure: FY2024 revenue was $2.82B (+~5% YoY) with GAAP EPS $3.32 (+~22% YoY), non-GAAP EPS $3.22 (+~10% YoY), operating cash flow $672M, and free cash flow $474M. Executive incentives are anchored to PBIT, two-year rolling revenue growth, Vital Goals, gender representation, and multi-year PSUs tied to relative TSR vs NYSE Composite and cumulative PBIT.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| L3Harris Technologies | SVP & CFO | 2022–2023 | Led finance for a defense technology leader; capital allocation and operational efficiency focus. |
| Johnson & Johnson | CFO & VP, Enterprise Supply Chain | 2017–2022 | Finance leadership across supply chain; enterprise cost and efficiency programs. |
| BHP Billiton | Vice President, Petroleum | 2016–2017 | Finance leadership in energy; portfolio optimization. |
| Raytheon Company | VP & CFO, Space and Airborne Systems; prior roles | 2007–2017 | Business-unit CFO; growth, disciplined investment in defense programs. |
| Honeywell International | Finance leadership roles | n/a | Financial planning and operations in diversified industrials. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company board roles disclosed in filings reviewed. |
Fixed Compensation
| Component | Terms | Value |
|---|---|---|
| Base Salary | Initial base salary | $640,000 per year. |
| Target Annual Cash Incentive | As % of base | 100% of base salary (“Model Compensation”). |
| Sign-on Cash Bonus | One-time | $200,000. |
| Relocation Cash | One-time lump sum | $150,000. |
Performance Compensation
| Instrument | Metric | Weighting | Target / Threshold / Max | Vesting / Term | Notes |
|---|---|---|---|---|---|
| Variable Cash (Company program) | Two-year rolling revenue growth | 29.25% | -6% / 7% / 19% | Annual payout | 2024 actual: -5.70% → 3% result. |
| Variable Cash (Company program) | PBIT (non-GAAP) | 19.5% | 11% / 21% / 39% | Annual payout | 2024 actual: 20.4% → 95% result. |
| Variable Cash (Company program) | Vital Goals (weighted across divisions) | 48.75% | Confidential | Annual payout | 2024 actual: 136% result (company-wide). |
| Variable Cash (Company program) | Gender representation (global/U.S.) | 2.5% | 24.8% / 19.1% | Annual payout | 2024 actual: 24.9% / 21.0% → 200% result. |
| PSUs | Relative TSR vs NYSE Composite (NYA) | 50% of PSUs | Earnout: 0–200% based on relative performance | Earned after 3 years; vests at determination | TSR measurement uses 45-day averaging at start/end of period. |
| PSUs | Cumulative PBIT | 50% of PSUs | 11% / 21% / 39% | Earned after 3 years; vests at determination | Earnout: 0–200% based on PBIT goal attainment. |
| Time-based RSUs | Service | — | — | 4-year, annual tranches | Standard executive vesting cadence. |
| Stock Options | Service; stock price appreciation | — | — | 4-year, annual tranches; 7-year term | Options only valuable if stock appreciates. |
Turner’s initial equity award (grant date November 3, 2025) totals $6,800,000 at target across time-based RSUs, PSUs, and options; terms are consistent with Teradyne’s 2025 executive grants (standard vest schedules described above). Specific share counts and exercise prices were not disclosed in the 8-K.
2024 Company Payout Outcomes (context for program design)
| Executive Group | 2024 Variable Cash Payout (% of Target) |
|---|---|
| CEO, CFO, GC (company-wide metrics) | 91% |
| President, Semiconductor Test | 101% |
| President, Robotics | 58% |
PSU Earnouts (recent determination)
| Grant | Metric | Performance | Earnout |
|---|---|---|---|
| 2022 PSUs (vest Jan 2025) | Relative TSR vs NYA (2022–2024) | -39.6% vs index | 0% |
| 2022 PSUs (vest Jan 2025) | PBIT (2022–2024) | 23.0% | 100% |
| Total | Combined | — | 50% of target earned |
Equity Ownership & Alignment
| Policy / Status | Detail |
|---|---|
| Executive Stock Ownership Guidelines | CFO required ownership increased from 2x to 3x base salary beginning in 2025; 5 years from designation to comply; retain at least 50% of net shares until met; unvested RSUs/options and pledged stock excluded from compliance calculation. |
| Turner compliance timeline | New executive designation implies 5 years to comply from appointment (Nov 2025). |
| Hedging / Pledging | Hedging (short sales, collars, swaps, etc.) and pledging/margin accounts are prohibited for employees and directors. |
| Beneficial ownership | Initial Form 3/4 holdings for Turner not disclosed in the 8-K; ownership data expected in subsequent filings. |
Employment Terms
| Agreement | Key Economics / Terms | Triggers | Other |
|---|---|---|---|
| Offer Letter + Employment Agreement | Base $640k; 100% target bonus; initial equity $6.8M at target; one-time $200k cash + $150k relocation. | Ongoing employment | Standard company employment terms. |
| Change-in-Control Agreement (executive form) | 2 years severance at Model Compensation; prorated target bonus for year of termination; full acceleration of equity (PSUs at target); 2 years health/dental/vision continuation; no excise tax gross-up. | Double trigger: termination without cause or resignation for good reason during window from 3 months pre- to 24 months post-CIC. | Subject to release; post-employment covenants. |
| CFO Severance Agreement (company policy) | 1 year severance at Model Compensation; 1 year health coverage; one-year post-employment non-compete & non-solicit; subject to release and covenants. | Termination outside CIC window (other than death/disability/cause). | Company CFO template; clawback policy applies. |
| Clawback | Recovery of incentive compensation upon financial restatement; compliant with Nasdaq/SEC. | ||
| Equity Plan Governance | No single-trigger acceleration; double-trigger CIC; no repricing/cash-out of underwater options; no tax gross-ups; one-year minimum vesting with limited exceptions; prohibition on loans; awards subject to recovery. |
Compensation Structure Analysis
- Heavy use of at-risk pay and multi-metric design (PBIT, revenue growth, Vital Goals, gender representation) ties cash incentives to both financial and operational KPIs; PSUs split evenly between long-term profitability and shareholder experience via relative TSR. 2024 payouts showed downward adjustments when revenue growth lagged, evidencing pay-for-performance calibration.
- Governance features reduce misalignment risk: robust clawback, anti-hedging/pledging, no excise tax gross-ups, no option repricing, and double-trigger CIC, with minimum vesting standards embedded in the plan.
- Ownership guidelines increased for CFO to 3x salary beginning 2025, raising skin-in-the-game expectations; five-year compliance runway with mandatory share retention promotes alignment.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~89% of votes cast, indicating strong support for program design; 2025 advisory vote approved with 123,251,108 “for” votes vs. 6,401,007 “against.”
Compensation Peer Group (Benchmarking)
- 2024 peer group spans semis and industrial tech (e.g., Cadence, Keysight, KLA, Marvell, Microchip, ON Semiconductor, Rockwell, Skyworks, Teledyne, Zebra, etc.), with added Fortive and ADI removed to better fit TER’s profile; TER was below median on revenue and market cap at peer set approval.
Investment Implications
- Compensation alignment: Turner’s package mirrors TER’s disciplined, performance-linked program; double-trigger CIC terms with no tax gross-ups and stronger CFO ownership guidelines suggest solid shareholder alignment and reduced governance risk.
- Near-term trading signals: No immediate insider selling pressure indicated—initial equity is largely unvested (RSU/options) with standard multi-year schedules; hedging/pledging prohibitions further curb misalignment. Watch for initial Form 3/4 to size ownership.
- Execution risk: With variable cash and PSUs tied to PBIT and TSR, compensation outcomes will hinge on sustaining semi test recovery, robotics margin improvement, and delivering two-year revenue growth—recent payouts (91% company-wide in 2024) show sensitivity to growth underperformance.