Necip Sayiner
TERADYNEAbout Necip Sayiner
Dr. Necip Sayiner is an independent director of Teradyne, appointed effective July 1, 2025 and serving on the Audit Committee. He is a seasoned semiconductor executive, former President & CEO of Intersil and Silicon Laboratories, and ex–EVP/GM at Renesas; he has chaired the Semiconductor Industry Association. He holds a Ph.D. in Electrical Engineering (University of Pennsylvania), an MS in Engineering (Southern Illinois University), and dual BS degrees in Electrical/Electronics Engineering and Physics (Boğaziçi University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intersil Corporation | President & CEO; led sale to Renesas | Through 2017 (sale closed) | Led $3.2B sale to Renesas Electronics |
| Renesas Electronics | Executive Vice President & General Manager | 2017–2019 | Senior operating leadership |
| Silicon Laboratories | President & CEO | Not disclosed | Led analog/mixed-signal expansion |
| Agere Systems | Senior executive positions | Not disclosed | Semiconductor operations leadership |
| Semiconductor Industry Association | Chairman | Not disclosed | Industry governance and policy |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Axcelis Technologies | Director | Current | Public company board service |
| Rambus | Director | Current | Public company board service |
| SanDisk | Director | Current | Public company board service (as disclosed) |
The company disclosed no related-party transactions involving Mr. Sayiner under Item 404(a) at appointment .
Board Governance
- Independence: Board determined Mr. Sayiner is independent under SEC and Nasdaq standards .
- Committee assignments: Audit Committee member (effective July 1, 2025) .
- Appointment and tenure: Appointed as director effective July 1, 2025; eligible for non-employee director compensation per proxy framework .
- Director stock ownership guidelines: 5× annual cash retainer, to be met within five years; unvested RSUs do not count toward compliance .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy .
- Deferral program: Directors may defer cash/equity into interest-bearing or DSU accounts, paid within 90 days after board service ends .
- Meeting attendance: Board/committee average attendance was 100% in 2024; director-specific 2025 attendance for Mr. Sayiner not yet disclosed .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $90,000 | 2024 structure maintained; paid to all non-employee directors |
| Audit Committee Chair fee | $30,000 | Chair only; Mr. Sayiner is a member (not chair) |
| Compensation Committee Chair fee | $20,000 | Chair only |
| Nominating & Governance Chair fee | $15,000 | Chair only |
| Independent Chair of Board fee | $100,000 | Applies to Chair (not to members) |
| Annual equity grant (RSUs) | $230,000 fair value | Vests in full on the earlier of the first anniversary or next Annual Meeting; granted under 2006 Plan |
| New director RSU grant (pro-rated) | $230,000 pro-rated | Granted on appointment; vests at next annual board grant date |
| Director compensation cap | $750,000 | Shareholder-approved annual limit per director |
Mr. Sayiner will be eligible to receive compensation consistent with director compensation disclosed in the 2025 proxy and the program described above .
Performance Compensation
| Item | Status | Evidence |
|---|---|---|
| Performance-based equity awards for directors | None | Teradyne’s director program uses full-value, time-based RSUs; no performance-based awards for directors |
Other Directorships & Interlocks
- Current public boards: Axcelis, Rambus, SanDisk (as disclosed) .
- Interlocks/conflicts: At appointment, the company reported no transactions with Mr. Sayiner or his immediate family requiring disclosure under Item 404(a) .
Expertise & Qualifications
- Deep technical and operating expertise across networking, analog/mixed-signal, and diversified end markets; track record in strategic M&A and end-market diversification .
- Industry leadership as SIA Chairman; executive roles at Intersil, Renesas, Silicon Labs, Agere .
- Advanced degrees in Electrical Engineering and related fields (Ph.D., MS, dual BS) .
Equity Ownership
| Metric | Value | Date/Source |
|---|---|---|
| Initial beneficial ownership (Form 3) | 0 shares | Filed July 3, 2025; “No securities are beneficially owned.” |
| Section 16 power of attorney | On file | Executed June 16, 2025 (Form 3 Exhibit 24) |
| Ownership guideline | 5× annual cash retainer within five years | Directors expected to meet guideline; unvested RSUs excluded |
| Hedging/pledging | Prohibited | Insider Trading Policy |
| Deferrals | Available (cash/equity to DSUs or interest-bearing) | Paid within 90 days post-service |
Future RSU holdings for Mr. Sayiner will depend on grants made after his July 1, 2025 appointment under the director RSU program .
Governance Assessment
- Positive indicators:
- Independence affirmed; Audit Committee placement aligns with financial oversight expertise .
- Strong technical/operator background and prior industry leadership bolster board effectiveness in semiconductor test strategy .
- Robust governance policies: director ownership guidelines, clawback, anti-hedging/pledging, and non-employee director compensation cap .
- No related-party transactions flagged at appointment, reducing conflict risk .
- Watch items:
- Initial zero share ownership at appointment; alignment expected to build through RSU grants and ownership guideline compliance over five years .
- Multiple external board roles in the semiconductor ecosystem warrant routine monitoring for potential competitive/customer/supplier overlaps; company reports none requiring disclosure at appointment .
Director compensation uses time-based equity only, avoiding performance metric complexity for directors; executive compensation program’s metrics and outcomes are separate and not applicable to directors .
Insider Filings
| Filing | Date | Key Details |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | July 3, 2025 | No securities beneficially owned; POA on file |
No Form 4 transactions for Mr. Sayiner were located in company filings as of the latest search window.