Ryan Driscoll
TERADYNEAbout Ryan Driscoll
Ryan E. Driscoll (age 47) is Vice President, General Counsel, and Secretary of Teradyne, appointed in February 2024 after serving as Deputy General Counsel from November 2009 to February 2024 . In 2024, Teradyne delivered $2.82B revenue (+5% YoY), GAAP EPS $3.32 (+22% YoY), non-GAAP EPS $3.22 (+10% YoY), operating cash flow $672M and free cash flow $474M, returning $275M via buybacks/dividends, setting the backdrop for executive pay-for-performance alignment . Executive incentives are tied to multi-year relative TSR versus the NYSE Composite and cumulative PBIT, with robust governance practices including a clawback policy and prohibitions on hedging/pledging .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teradyne | Vice President, General Counsel & Secretary | Feb 2024–present | Chief legal officer and corporate secretary responsibilities |
| Teradyne | Deputy General Counsel | Nov 2009–Feb 2024 | Senior legal leadership over corporate legal matters |
External Roles
No external board seats or roles disclosed in the proxy’s executive officer biographies .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $240,379 | $425,000 |
| Variable Cash Target (% of base) | 56% | 75% |
| Variable Cash Target ($) | $134,612 (calc) | $318,750 |
| Variable Cash Payout (% of target) | n/a | 91% |
| Variable Cash Payout ($) | n/a | $290,063 |
| Profit Sharing Distribution ($) | n/a | $127,806 |
| All Other Compensation ($) | n/a | $14,550 |
| Total 2024 Compensation ($) | n/a | $1,671,558 |
Notes: 2023 values reflect pre-promotion status; 2024 values reflect appointment as VP, GC & Secretary in January/February 2024 .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Variable Cash | Company performance & Vital Goals; gender representation metrics included | Not disclosed for Driscoll | $318,750 | Company achieved aggregate 91% payout of target for NEOs | $290,063 (91% of target) | Annual cash (2024 paid) |
| 2024 PRSU (grant 2/1/2024) | Relative TSR vs NYSE Composite | 50% | Not numerical target disclosed | In progress | In progress | Earned after 3-year period (2024–2026) |
| 2024 PRSU (grant 2/1/2024) | 3-year cumulative PBIT | 50% | Threshold 11%; Target 21%; Max 39% | In progress | In progress | Earned after 3-year period (2024–2026) |
| Time-based RSUs (grant 2/1/2024) | Service-based | n/a | n/a | n/a | n/a | 4-year ratable vesting, subject to continued employment |
| Stock Options (grant 2/1/2024) | Stock price appreciation (Black‑Scholes valued) | n/a | Strike $95.14 | n/a | n/a | 4-year ratable vesting; 7-year expiration (to 2/1/2031) |
Program-wide context: 2022 PRSU cycle paid 50% (0% TSR; 100% PBIT at 23%), demonstrating sensitivity to shareholder returns and profitability; Driscoll did not receive 2022 PRSUs due to his appointment timing .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/14/2025) | 1,649 shares; <1% of outstanding |
| Shares vesting within 60 days (included above) | 533 shares (RSUs/options within 60 days) |
| 2024 equity grants (2/1/2024) | 5,046 PRSUs at target; 2,523 time-based RSUs; 2,134 stock options; grant-date values $494,079; $240,038; $80,025; total $814,142 |
| Outstanding unvested at 12/31/2024 | 2,523 time-based RSUs ($319,664.10 MV); 5,046 PRSUs at target ($639,328.20 MV); 2,134 options unexercisable (strike $95.14; exp. 2/1/2031) |
| Additional outstanding RSUs (legacy) | 221 ($28,000.70 MV), 469 ($59,422.30 MV), 980 ($124,166.00 MV) |
| Stock ownership guidelines | Robust executive guidelines; specific multiple for VP GC not disclosed; CEO/CFO/President Semi Test strengthened in FY2025 |
| Hedging/Pledging | Prohibited for all employees and directors (alignment positive; no collateral pledging) |
| Clawback | Clawback policy compliant with Nasdaq/SEC for financial restatements |
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-in-Control Agreements | Double-trigger: termination without cause or resignation for good reason within 3 months before/24 months after a CIC → immediate vesting of all unvested equity (PRSUs at target), prorated target cash incentive, 2 years salary continuation based on annual model cash compensation (salary + target variable), and 2 years health/dental/vision; subject to release and 2-year non-compete/non-solicit; no excise tax gross-ups (cutback to avoid 280G excess parachute) |
| Standard severance (non-CIC) | Not disclosed for VP GC; potential payments table shows no salary continuation for Driscoll in a Not-for-Cause scenario (only pro-rated variable cash and equity components) |
| Non-compete/Non-solicit | 2-year post-termination covenants under CIC agreements |
| Potential Payments (as of 12/31/2024) | See table below |
| Scenario (Ryan Driscoll) | Salary Continuation | Pro-rated Variable Cash | Benefits Continuation | Accelerated/Continued Equity Value | Total |
|---|---|---|---|---|---|
| Change in Control | $1,487,500 | $318,750 | $66,234 | $1,229,059 | $3,101,544 |
| Not for Cause | $0 | $290,063 | $0 | $360,738 | $650,801 |
| Disability | $0 | $290,063 | $0 | $1,176,835 | $1,466,898 |
| Death | $1,487,500 | $290,063 | $66,234 | $1,229,059 | $3,072,856 |
Compensation Structure Details
| Component | Structure | 2024 Specifics |
|---|---|---|
| Base Salary | Market-aligned; reviewed annually | Increased to $425,000 due to appointment in Jan/Feb 2024 |
| Variable Cash | Multiple performance metrics incl. financial, strategic Vital Goals, gender representation; max 200% of target | Target 75% of base; payout 91% of target ($290,063) |
| Profit Sharing (Company GAAP pre-tax profit pool) | 10% of GAAP pre-tax profit (excl. certain divisions) distributed to eligible employees | Total $127,806 for Driscoll in 2024 |
| PRSUs | 50% relative TSR vs NYSE Composite; 50% 3-year cumulative PBIT; 3-year performance cycles | 5,046 PRSUs at target granted 2/1/2024; PBIT thresholds: 11%/21%/39%; vest scheduled Jan 2027 |
| Time-based RSUs | 4-year ratable vesting | 2,523 granted 2/1/2024; 4-year schedule |
| Stock Options | 4-year ratable vesting; 7-year term | 2,134 options at $95.14 strike; expire 2/1/2031 |
Deferred Compensation
| Item | 2024 Amounts |
|---|---|
| Executive Contributions | $18,757 |
| Employer Contributions | $750 |
| Aggregate Earnings | $69,450 |
| Aggregate Balance (12/31/2024) | $493,024 |
Governance and Say‑on‑Pay Context
- Compensation practices emphasize pay-for-performance, double-trigger CIC, clawback policy, robust stock ownership guidelines, and prohibitions on hedging/pledging and option repricing .
- 2025 say‑on‑pay (covering 2024 NEO compensation) passed: 123,251,108 for; 6,401,007 against; 562,513 abstain; broker non-votes 10,908,880 .
Investment Implications
- Alignment: Driscoll’s 2024 equity mix (PRSUs, RSUs, options) is levered to 3-year relative TSR and cumulative PBIT, with double-trigger CIC ensuring retention under control changes; no excise tax gross-ups and clawback policy enhance governance quality .
- Near-term supply/insider selling pressure: 533 shares vest within 60 days of 3/14/2025; continuing 4‑year RSU vesting and option tranches imply periodic supply, though hedging/pledging is prohibited, lowering forced sale risk .
- Retention/exit economics: CIC protection provides ~$3.1M potential payout with full equity acceleration at target, but non‑CIC severance shows no salary continuation for Driscoll, reducing guaranteed exit benefits outside CIC and potentially reinforcing performance/retention incentives .
- Company execution backdrop: 2024 outperformance on EPS and cash generation supports incentive payouts and PRSU value realization runway; 2022 PRSU TSR zero payout evidences downside sensitivity to shareholder returns .