Peter Herweck
TERADYNEAbout Peter Herweck
Independent director since 2020; age 58. Former CEO of Schneider Electric SE (May 2023–Nov 2024), former CEO of AVEVA Group plc (May 2021–Mar 2023), and former EVP of Schneider Electric’s global Industrial Automation business (Oct 2016–Apr 2021). The Board classifies him as independent, with immaterial customer relationships (Schneider Electric is a Teradyne customer) under Nasdaq thresholds, and he serves as Chair of the Compensation Committee and member of the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schneider Electric SE | Chief Executive Officer | May 2023–Nov 2024 | Contributes executive experience in global industrial automation; Board cites value of his expertise . |
| AVEVA Group plc | Chief Executive Officer | May 2021–Mar 2023 | Led a global industrial software firm; brings extensive sector knowledge . |
| Schneider Electric SE | EVP, Global Industrial Automation; member of Executive Committee | Oct 2016–Apr 2021 | Deep automation operations background; informs governance and risk oversight . |
External Roles
| Organization | Role | Tenure | Public Company Board/Interlock |
|---|---|---|---|
| AVEVA Group plc | Director | Mar 2018–Jan 2023 | Former public company directorship; currently no other public boards disclosed . |
| World Economic Forum (affiliations cited) | Climate/CEO initiatives participant | Not dated in proxy | Climate-related risk experience noted via participation in First Movers Coalition and CEO Alliance for Climate Actions . |
Board Governance
- Committees: Compensation Committee Chair (appointed Jan 22, 2024; 2024 average attendance 100%; five meetings), and Nominating & Corporate Governance Committee member (2024 average attendance 100%; four meetings) .
- Independence: Board determined Herweck is independent despite Schneider Electric’s customer relationship; amounts were below Nasdaq thresholds; committee members are all independent .
- Attendance: In 2024, the Board met six times; each director attended at least 75% and all nine then-serving directors attended the 2024 Annual Meeting. In 2025, the Board reported 100% average attendance and four meetings in 2024 .
- Overboarding: Policy limits directors to no more than four other public company boards; Board states all directors complied in renominations for the Annual Meeting .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $90,000 | $90,000 | Standard for all non-employee directors. |
| Compensation Committee Chair fee | $0 (chair in 2024) | $20,000 (prorated from Jan 22, 2024) | Chair fees per policy . |
| Equity grant (RSUs, time-based) – annual program | $230,053 | $230,016 | Full-value RSUs; vest at 1-year; no performance-based equity for directors . |
| Total director pay (Teradyne reported) | $320,052.90 | $339,716 | Includes cash fees and stock awards. |
| Deferral election | DSU balance increased; 5,133 DSUs as of 12/31/2023; elected to defer 2024 cash fees into DSUs; 8,538 DSUs as of 12/31/2024 | DSU deferral program available to directors . |
Performance Compensation
- Directors do not receive performance-based equity awards or perquisites; equity mix emphasizes full-value RSUs with time-based vesting only .
| Metric | Applicable to Director Compensation? | Program Detail |
|---|---|---|
| TSR / PBIT metrics | No | Not used for directors; applies to NEO PSUs only. |
| Meeting fees | No | Not disclosed; structure is annual retainers plus chair fees . |
Other Directorships & Interlocks
| Entity | Relationship to TER | Independence/Thresholds | Governance Note |
|---|---|---|---|
| Schneider Electric SE | Customer of Teradyne | Board determined immaterial under Nasdaq thresholds; independence maintained | Potential perceived conflict mitigated by independence review; monitored by Board . |
| Synopsys, Analog Devices, Avnet, Lattice, Marvell (other directors) | Customers/suppliers of Teradyne (for other directors) | All below Nasdaq thresholds; committees comprised of independent directors | Broader network is monitored for independence . |
Expertise & Qualifications
- C-level and global operations expertise in industrial automation and software; technical product development and strategic planning experience .
- Climate-related risk experience via WEF coalitions; risk oversight and cybersecurity experience noted in Board skills matrix narrative (HERWECK tagged) .
- Governance competence: serves as Compensation Committee Chair; participates in Nominating & Corporate Governance Committee oversight of ESG and succession .
Equity Ownership
| Ownership Item | 2023 (as of 12/31/2023 or 3/14/2024) | 2024 (as of 12/31/2024) | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 8,629 (as of 3/14/2024; <1%) | Not separately tabulated in proxy | Footnote indicates 7,663 shares issuable within 60 days including DSUs . |
| DSUs (deferred stock units) | 5,133 (12/31/2023) | 8,538 (12/31/2024) | 2024 increase due to fee deferrals . |
| RSUs outstanding (director annual grant) | 2,530 RSUs (vest 5/9/2024) | 1,876 RSUs (vest 5/9/2025) | Annual director RSU grant ~$230k fair value . |
| Ownership guidelines | Met (5x annual cash retainer requirement) | Met (all except Maddock and van Kralingen who have time to comply) | Directors have 5 years to comply; unvested RSUs excluded . |
| Hedging/pledging | Prohibited (policy covers directors) | Prohibited; reiterated | Insider Trading Policy; Rule 10b5-1 plans mandated for directors . |
Governance Assessment
- Committee leadership and engagement: Serving as Compensation Committee Chair since Jan 2024 with 100% average committee attendance in 2024 is a positive signal for oversight quality and pay governance .
- Independence and conflicts: Prior CEO role at Schneider Electric (a customer) presents a potential perceived conflict, but the Board’s formal independence determination and immaterial transaction thresholds mitigate red-flag risk; continued monitoring disclosed .
- Alignment: Robust director ownership guidelines (5x retainer) and use of DSUs (8,538 as of 12/31/2024) support skin-in-the-game; hedging/pledging prohibited .
- Shareholder signals: Say-on-Pay passed with ~89% support in 2024, indicating investor comfort with compensation governance; as Comp Committee Chair, he anchors this oversight .
- Compensation structure: No performance-based equity for directors; strong emphasis on equity retainer and no perquisites; non-employee director pay capped at $750k annually—investor-friendly guardrails .
RED FLAGS: Potential customer interlock (Schneider Electric) merits continued monitoring; however, Board independence determinations and thresholds reduce immediate concern .