Richard Burns
TERADYNEAbout Richard J. Burns
Richard J. Burns, age 62, is President of Teradyne’s Semiconductor Test division (since October 2020) and previously served as Vice President of Semiconductor Test Engineering (February 2016–September 2020) . In 2024, Teradyne delivered $2.82B revenue (~5% YoY), GAAP EPS $3.32, and non-GAAP PBIT 20.4% with Semiconductor Test sales up ~8.5%, reflecting a cyclical recovery and reduced customer concentration . 2022 PSUs paid 50% of target (PBIT met at 100%, relative TSR at 0%), underscoring a mix of financial execution against profit targets and share-price underperformance versus NYSE Composite over the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teradyne | President, Semiconductor Test | Oct 2020 – present | Led Semi Test revenue +8.5% YoY in 2024 via recovery and diversified customer base; aligned incentives to strategic design-ins and key account wins . |
| Teradyne | VP, Semiconductor Test Engineering | Feb 2016 – Sep 2020 | Drove engineering leadership in Teradyne’s largest segment; foundation for subsequent growth and product milestones . |
External Roles
- No external public company directorships or roles disclosed for Mr. Burns .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $500,000 | $561,000 |
| Notes | — | Variable compensation target unchanged at 80% of base | 12.2% salary increase to align with 50th percentile of peers . |
Performance Compensation
2024 Variable Cash Incentive – Design and Outcomes
| Component | Weight | Threshold | Target | Max | Actual | Result |
|---|---|---|---|---|---|---|
| Company Two-Year Rolling Revenue Growth | 29.25% | -6% | 7% | 19% | -5.70% | 3% |
| Company Non-GAAP PBIT | 19.5% | 11% | 21% | 39% | 20.4% | 95% |
| Company Vital Goals (objective operational metrics) | 48.75% | N/A | N/A | N/A | Not disclosed (confidential) | 136% |
| Gender Representation (U.S./Worldwide) | 2.5% | >24.7%/>19% | 24.8%/19.1% | N/A | 24.9%/21.0% | 200% |
| Burns-specific 2024 payout | Weight | Result |
|---|---|---|
| Company Performance | 48.75% | 88% |
| Semiconductor Test Division Performance | 48.75% | 109% (14 of 20 Vital Goals at/above target) |
| Gender Representation | 2.5% | 200% |
| Total Variable Cash Payout vs Target | — | 101% |
| 2024 Variable Cash Paid ($) | Target (% of Base) | Target $ | Actual Payout (%) | Actual $ |
|---|---|---|---|---|
| Burns | 80% | $448,800 | 101% | $453,288 |
2024 Profit Sharing (Cash Profit Sharing Plan)
| Period | Burns Model Cash Compensation ($) | Pro Rata % of Pool | Distribution ($) |
|---|---|---|---|
| H1 2024 | $1,009,800 | 7.664% | $77,391 |
| H2 2024 | $1,009,800 | 9.520% | $96,133 |
| Total 2024 | — | — | $173,524 |
PSU Achievement – 2022 Grant Determined in Jan 2025
| Metric | Target Range | Actual | Payout |
|---|---|---|---|
| Relative TSR vs NYSE Composite (3-yr) | 50–200% of target | -39.6% differential | 0% |
| 3-year PBIT | 10%/23%/34% thr/target/max | 23.0% | 100% |
| Burns 2022 PSUs – Target vs Earned (shares) | 6,690 target | 3,345 earned | 50% |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Richard J. Burns | 16,215 | <1% |
Footnote: Includes 2,906 shares underlying options/RSUs vesting within 60–90 days per SEC rules .
2024 Equity Grants (Grant Date: Feb 1, 2024)
| Award Type | Count (shares) | Grant Date Fair Value ($) | Key Terms |
|---|---|---|---|
| Performance-based RSUs (TSR 50% / PBIT 50%) | 10,091 | $960,058 | 3-year performance period (Jan 1, 2024–Dec 31, 2026), payout 0–200%; TSR vs NYSE Composite, PBIT thresholds at 11%/21%/39% . |
| Time-based RSUs | 5,046 | $480,076 | 4 equal annual tranches starting Feb 1, 2025 . |
| Non-qualified Stock Options | 4,267 | $160,013 | 4 equal annual tranches starting Feb 1, 2025; 7-year term; exercise price $95.14 . |
Vesting Schedules (Indicative)
| Award | Vesting | Dates |
|---|---|---|
| Time-based RSUs (2024 grant) | 25% annually | Feb 1, 2025–Feb 1, 2028 . |
| Stock Options (2024 grant) | 25% annually | Feb 1, 2025–Feb 1, 2028; expire Feb 1, 2031 . |
| 2024 PSUs | Earn then vest | Performance period ends Dec 31, 2026; shares vest at later of Feb 1, 2027 and certification date . |
Stock Ownership Policy, Hedging/Pledging, and Trading Plans
- Ownership guidelines tightened in Jan 2025: President, Semiconductor Test must hold 3x base salary (5-year compliance window; 50% net share retention until met). All NEOs met prior 2024 guidelines; Burns is above prior level and has until Jan 2030 to meet updated requirement .
- Company prohibits hedging and pledging; no margin or collateral pledges permitted .
- All executive officers must trade under Rule 10b5-1 plans; blackout periods apply .
Employment Terms
Change-in-Control (CIC) Agreement (Double Trigger)
| Element | Burns Terms |
|---|---|
| Salary Continuation | 2 years at annual model cash compensation (salary + target bonus) . |
| Bonus Treatment | Pro-rated target cash incentive for year of termination . |
| Equity | Full acceleration; PSUs vest at target . |
| Benefits | Health/dental/vision continuation for 2 years . |
| Covenants | 2-year non-compete and non-solicit; violations can suspend/recoup payments . |
| Tax Gross-ups | None; payments cut to avoid 280G excess parachute . |
Non-CIC Severance and Retirement
- No individual severance agreement for Burns; company may offer discretionary severance subject to standard covenants .
- Executive Retirement Policy (Jan 2024): after age 65 and ≥10 years service, unvested time-based RSUs/options continue to vest; options remain exercisable for their term, subject to compliance with post-employment obligations; PSUs continue based on actual performance with prorating if granted <365 days pre-termination .
- Performance RSUs: after ≥10 years service and ≥60 years old, earned PSUs vest at the end of performance period (with prorating for recent grants) .
Compensation Structure Details
Year-over-Year Mix and Governance Signals
- 2024 salary increase (+12.2%) to reflect peer alignment; variable cash target unchanged at 80% of base .
- 2024 equity target value for Burns decreased modestly ($1.6M vs $1.7M in 2023), with balanced mix of PSUs, RSUs, and options; options term limited to 7 years under plan governance .
- Performance metrics remained stringent, benchmarked to peer percentiles; revenue growth/PBIT thresholds set at 10th/50th/90th percentile of the VC Comparison Group .
- Clawback policy implemented per Nasdaq/SEC for incentive pay on restatements ; no repricing/cash-out of underwater options under plan .
Multi-Year Summary Compensation (NEO Table Extract)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $400,000 | $500,000 | $561,000 |
| Stock Awards | $1,080,235 | $1,687,645 | $1,468,136 |
| Option Awards | $125,027 | $170,021 | $160,013 |
| Non-Equity Incentive (Var. Cash + Profit Share) | $506,628 | $493,011 | $626,812 |
| All Other Compensation | $13,328 | $39,777 | $15,173 |
| Total | $2,125,218 | $2,890,454 | $2,831,134 |
Investment Implications
- Pay-for-performance alignment: Burns’ 2024 variable cash exceeded target (101%) driven by division outperformance and objective Vital Goals, while company-level growth underdelivered; governance uses stringent peer-informed thresholds and clawback, supporting disciplined incentive design .
- Retention and equity overhang: Material unvested RSUs/options and multi-year PSUs with 0–200% payouts, plus tightened ownership guidelines (3x salary), indicate continued share retention and controlled selling via 10b5-1 plans; hedging/pledging prohibitions reduce misalignment and liquidity-driven risk .
- Change-in-control terms: Double-trigger CIC with 2-year severance, equity acceleration at target, and strong covenants balances executive security with shareholder interests (no tax gross-ups), moderating exit risk while preserving continuity .
- Performance risk mix: Prior 2022 PSU outcomes (TSR 0%, PBIT 100%) highlight sensitivity to market-relative returns; continued reliance on PBIT and TSR in 2023–2024 PSU cycles maintains linkage to both operational profitability and shareholder experience .
- Shareholder sentiment: Say-on-pay approval ~89% in 2024 supports program credibility; ongoing peer benchmarking and plan governance changes (e.g., minimum vesting, no repricing) mitigate pay inflation and option-risk concerns .