Paul Tufano
TERADYNEAbout Paul J. Tufano
Independent Chair of the Board at Teradyne since May 2021 and a director since 2005, age 71. Former CEO of Benchmark Electronics (2016–2019), CFO and later COO of Alcatel‑Lucent (2008–2013), interim CEO and CFO roles at Solectron, CEO/COO/CFO at Maxtor, and earlier finance/operations leadership at IBM. The Board cites his “extensive financial reporting and operational expertise” and deep experience leading complex technology and manufacturing companies as core credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benchmark Electronics, Inc. | President & Chief Executive Officer | Sep 2016 – Mar 2019 | Led global EMS operations; capped multi‑decade C‑suite track record |
| Alcatel‑Lucent | Chief Financial Officer; Chief Operating Officer; Executive Vice President; Consultant | CFO Dec 2008 – Sep 2013; COO Jan 2013 – Sep 2013; EVP Dec 2008 – Jan 2013; Consultant Sep 2013 – Apr 2014 | Drove large‑scale finance and operations transformation in telecom equipment |
| Solectron Corporation | Executive VP & Chief Financial Officer; Interim Chief Executive Officer | CFO Jan 2006 – Oct 2007; Interim CEO Feb 2007 – Oct 2007 | Oversight of restructuring and transition as interim CEO |
| Maxtor Corporation | President & Chief Executive Officer; Executive VP & Chief Operating Officer; Chief Financial Officer | CEO Feb 2003 – Nov 2004; EVP/COO Apr 2001 – Feb 2003; CFO Jul 1996 – Feb 2003 | Led storage manufacturer through product and operational cycles |
| IBM Corporation | Finance and Operations leadership roles | 1979 – 1996 | Early career in finance/operations at a blue‑chip technology company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnerSys | Director | Since Apr 2015 | Public company board experience in industrial/energy storage |
Board Governance
- Role and tenure: Independent Chair since May 2021; Teradyne director since 2005. Duties include coordinating Board activities, setting agendas with the CEO, presiding over meetings, and leading executive sessions of independent directors.
- Independence: Board determined Mr. Tufano is independent under SEC, Nasdaq, and company guidelines.
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee member.
- Attendance: In 2024, each director attended at least 75% of Board/committee meetings; average Board and committee attendance 100%. Executive sessions of independent directors followed each regular meeting and are chaired by the Board Chair.
- Overboarding: Policy caps other public boards at ≤4; Mr. Tufano serves on 1 (EnerSys), within policy.
- Committee effectiveness: Compensation Committee average attendance 100% in 2024; Nominating & Corporate Governance Committee average attendance 100% in 2024.
- Say‑on‑pay signal: 2024 say‑on‑pay passed with ~89% approval—supportive of compensation governance overseen by the Compensation Committee.
Fixed Compensation (Non‑Employee Director; Fiscal 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard cash retainer for non‑employee directors |
| Chair of the Board cash fee | $100,000 | Additional fee for Independent Chair |
| Total cash fees | $190,000 | Mr. Tufano elected to defer 2024 cash fees into DSUs |
| Annual RSU grant (grant‑date fair value) | $230,016 | RSUs vest in full at the earlier of 1 year or next Annual Meeting |
| Total 2024 director compensation | $420,016 | Sum of cash and equity for FY24 |
Performance Compensation
| Element | Structure | Metrics/Targets | Notes |
|---|---|---|---|
| Performance‑based compensation | None | N/A | Teradyne’s non‑employee director program uses cash retainers and time‑based RSUs; “no performance‑based equity awards or perquisites.” |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company | EnerSys (Director since Apr 2015) |
| Compensation committee interlocks | None—no member of the Compensation Committee (incl. Mr. Tufano) had relationships requiring Item 404 disclosure; no executive of Teradyne served on a board/comp committee of an entity with reciprocal executives on Teradyne’s Compensation Committee in 2024. |
| Related‑party transactions | Board reviewed relationships; independence affirmed; Mr. Tufano not listed among directors with customer/supplier relationships reviewed (e.g., ADI, Synopsys, Avnet, Lattice, Schneider Electric, Marvell). |
Expertise & Qualifications
- Financial reporting and operational expertise; decades leading complex technology/manufacturing companies.
- Board leadership: independent Chair with defined responsibilities enhancing independent oversight and agenda setting.
- Human capital/compensation oversight via Compensation Committee; governance, succession, ESG oversight via Nominating & Corporate Governance Committee.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (Mar 14, 2025) | 59,965 shares; <1% of outstanding (based on 160,832,506 shares outstanding) |
| Included within beneficial ownership | 54,724 shares issuable within 60 days or upon board service end, including 52,848 DSUs under the director deferral plan |
| Director RSUs outstanding at 12/31/24 | 1,876 RSUs per director, vesting May 9, 2025 |
- Ownership guidelines: Non‑employee directors must hold shares equal to 5x the $90,000 annual cash retainer; all directors met as of 12/31/24 except two newer appointees (Mr. Tufano met the guideline).
- Hedging/pledging: Prohibited; directors are also required to use Rule 10b5‑1 plans for trading.
- Director deferral program: May defer cash/equity into interest‑bearing or DSU accounts; DSUs paid in shares within 90 days of board service end. Mr. Tufano deferred 2024 cash fees into DSUs.
Governance Assessment
- Positive signals
- Independent Chair since 2021 provides robust counterbalance to management; clear duties around agendas, executive sessions, and shareholder‑relevant topics.
- Strong ownership alignment: compliance with 5x retainer guideline; significant DSU balance aligns value with long‑term share performance; anti‑hedging/pledging and 10b5‑1 plan requirements reduce misalignment risk.
- No compensation committee interlocks or Item 404 related‑party issues; independence reaffirmed by the Board.
- Committee engagement: member of Compensation and Nominating & Corporate Governance Committees; 2024 average attendance 100%.
- Shareholder support: ~89% say‑on‑pay approval in 2024 under committee oversight.
- Watch items
- Board refreshment: age 71 under the 74 age cap and long tenure since 2005—Board has active refreshment and succession oversight; size to be reduced to 7 directors post‑2025 meeting.
- Cross‑company relationships: none disclosed for Mr. Tufano; Board monitors potential customer/supplier links for independence.
Overall: Mr. Tufano’s independent chairmanship, finance/operations background, committee service, and DSU‑heavy alignment support investor confidence with limited conflict risk and strong attendance/engagement metrics.