ANALOG DEVICES INC (ADI)
Sector: Information Technology
2026 Annual Meeting Analysis
ANALOG DEVICES INC · Meeting: March 11, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
ADI's 3-year TSR of +73.2% outperforms the company-disclosed peer group median of +46.0% by +27.2 percentage points, well below the 50-point underperformance threshold required to trigger a No vote for strong positive TSR; no other policy flags apply.
Director since 2023, within the 24-month new-director exemption window; holds one outside public board seat (International Workplace Group), well within the four-board limit; no other policy flags apply.
Director since 2022; ADI's strong positive 3-year TSR outperforms the peer median, so the TSR trigger does not apply; holds one outside public board seat (AEM Holdings); no other policy flags apply.
Director since 2014; ADI outperforms its peer group on a 3-year basis, so the TSR trigger does not apply; holds three outside public board seats (SiTime, Rocket Lab, Blaize Holdings), which is at the maximum permitted under ADI's own governance guidelines and the four-board policy limit; no other policy flags apply.
Director since 2018; ADI's 3-year TSR outperforms the peer median, so the TSR trigger does not apply; attended at least 75% of meetings; no other policy flags apply.
Director since 2023, within the 24-month new-director exemption window; holds two outside public board seats (Citigroup, Nike), within the four-board limit; no other policy flags apply.
Director since 2021; ADI's strong positive 3-year TSR outperforms the peer median, so the TSR trigger does not apply; holds two outside public board seats (Teradyne, Synopsys); no other policy flags apply.
Appointed January 2026, clearly within the 24-month new-director exemption; no outside public board seats currently listed; relevant expertise in robotics and AI aligns well with ADI's strategy.
Co-founder and director since 1965; ADI's 3-year TSR outperforms the peer median so the TSR trigger does not apply; holds no outside public board seats; no other policy flags apply, though shareholders may weigh his non-independent status and very long tenure independently.
Director since 2025, within the 24-month new-director exemption; holds one outside public board seat (Neogen Corporation); no other policy flags apply.
All ten director nominees receive a FOR recommendation. ADI's 3-year total shareholder return of +73.2% outperforms the company-disclosed compensation peer group median of +46.0% by +27.2 percentage points — well below the 50-point underperformance threshold required to trigger a No vote under the strong-positive-TSR tier. No directors are overboarded beyond policy limits, all attended at least 75% of meetings, the audit committee includes two designated financial experts, and no familial relationships with senior management are disclosed. The board has been substantially refreshed, with six new directors added in the past five years and an average independent director tenure of just 3.75 years.
Say on Pay
✓ FORCEO
Vincent Roche
Total Comp
$27,456,265
Prior Support
90.1%%
CEO total compensation of approximately $27.5 million is high in absolute terms but is broadly consistent with benchmarks for a CEO of a $150 billion market-cap semiconductor company competing for talent against peers such as AMD, Applied Materials, and Texas Instruments; no individual executive threshold triggers are evident from the available data. Pay structure is strongly performance-oriented — approximately 86% of the CEO's total target pay is in equity, of which 75% consists of performance stock awards tied to relative total shareholder return and cumulative non-GAAP operating profit over a three-year period, well exceeding the 50-60% variable pay threshold required by policy. The pay-for-performance alignment check is clearly satisfied: ADI's 3-year total shareholder return of +73.2% outperforms the company-disclosed peer group median of +46.0% by +27.2 percentage points, so above-benchmark incentive pay is justified by shareholder outcomes. The prior Say on Pay vote received 90.1% support, no prior-year engagement failure is present, and a meaningful clawback policy covering the CEO and other officers is disclosed.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose EY's tenure or the specific fee amounts in a form that could be extracted from the provided text; per policy, the tenure trigger requires confirmed data to fire, so the absence of disclosed tenure does not trigger a No vote — it is noted as a minor negative factor. EY is a Big 4 firm fully appropriate for a $150 billion market-cap semiconductor company. No material financial restatements attributable to audit failure are disclosed. The fee ratio cannot be calculated from the available data, but no flags are raised in the filing. On balance, a FOR vote is appropriate.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Improve Shareholder Ability to Call for a Special Shareholder Meeting
John Chevedden is a well-known individual governance activist with a strong track record of credible governance proposals, so this proposal deserves serious evaluation on its merits rather than automatic dismissal. The company has already taken meaningful action — in January 2025 it reduced the threshold to call a special meeting from 80% of shares to 25%, a very substantial improvement that addresses the core concern of enabling shareholders to convene a special meeting. The remaining gap between the company's 25% threshold (with a one-year continuous holding requirement) and the proposal's requested 10% threshold (with no holding requirement) is a legitimate but incremental governance debate, and given that the company has already made a large step toward shareholder access and that many of its largest institutional shareholders expressed support for the 25% threshold during engagement, the partial remediation is sufficient to warrant a FOR vote on the existing governance structure rather than further lowering the bar at this time.
Overall Assessment
The 2026 ADI annual meeting ballot presents a clean governance picture: all ten director nominees receive FOR recommendations driven by ADI's strong 3-year total shareholder return that outperforms its semiconductor peer group, the Say on Pay vote is supported by a heavily performance-weighted pay structure and strong pay-for-performance alignment, and the auditor ratification passes without red flags despite the absence of fee and tenure detail in the extracted text. The one contested item is the Chevedden special-meeting proposal, which receives an AGAINST recommendation because the company has already made a substantial governance improvement by reducing the threshold from 80% to 25%, and the incremental step to 10% is not compelling given institutional shareholder support for the existing threshold.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing