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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 26, 2025
TERADYNE, INC.
(Exact Name of Registrant as Specified in Charter)
| Massachusetts | 001-06462 | 04-2272148 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 600 Riverpark Drive, North Reading, MA | 01864 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (978) 370-2700
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered |
||
| Common Stock, par value $0.125 per share | TER | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 26, 2025, the Board of Directors (the “Board”) of Teradyne, Inc. (“Teradyne”) appointed Necip Sayiner and Drew Henry as directors of Teradyne effective July 1, 2025. The Board also appointed Mr. Sayiner to the Board’s Audit Committee and Mr. Henry to the Board’s Compensation Committee and Nominating and Corporate Governance Committee effective July 1, 2025.
The Board has determined that Mr. Sayiner and Mr. Henry are both independent. To be considered independent by the Board, a director must satisfy the definitions pursuant to the Securities Exchange Commission and Nasdaq rules and, in the Board’s judgment, not have a material relationship with Teradyne. Teradyne’s Corporate Governance Guidelines, which include director qualification standards, are available on Teradyne’s web site at www.teradyne.com under the “Governance” section of the “Investor Relations” link.
Mr. Sayiner and Mr. Henry will be eligible to receive compensation for their service on the Board consistent with that provided to all non-employee directors, which is described under the caption “Director Compensation” in Teradyne’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 28, 2025, as adjusted by the Board of Directors from time to time.
There are no arrangements or understandings between Mr. Sayiner or Mr. Henry and any other persons pursuant to which either was selected to serve as a director of Teradyne. In addition, there are no transactions between Teradyne and Mr. Sayiner or Mr. Henry or either of their immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Exchange Act.
| Item 7.01. | Regulation FD Disclosure |
On June 26, 2025, Teradyne issued a press release announcing the appointment of Mr. Sayiner and Mr. Henry to the Board effective as of July 1, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press Release issued by Teradyne, Inc. on June, 26, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TERADYNE, INC. | ||||||
| Dated: June 26, 2025 | By: | /s/ Ryan Driscoll |
||||
| Name: | Ryan Driscoll | |||||
| Title: | Vice President, General Counsel, & Secretary | |||||
Exhibit 99.1
Teradyne Announces Election of Two New Independent Directors
Technology and semiconductor industry veterans Drew Henry and Dr. Necip Sayiner to join Board
NORTH READING, MA - June 26, 2025 - Teradyne, Inc. (NASDAQ:TER) announced the election of two new independent directors to its Board of Directors (the “Board”). Drew Henry, Executive Vice President of Strategy & Ecosystem at Arm Holdings, and Dr. Necip Sayiner, former President and CEO of Intersil Corporation, will join the Teradyne Board effective July 1, 2025. Mr. Henry was appointed to the Board’s Compensation Committee and Nominating and Corporate Governance Committee, and Dr. Sayiner was appointed to the Board’s Audit Committee.
These appointments are part of a multi-year board refreshment process, led by the Board’s Nominating and Corporate Governance Committee and aided by an independent search firm, to thoughtfully evolve the Board with directors that possess complementary skills aligned with Teradyne’s strategic priorities to accelerate shareholder value creation. With these appointments and following the conclusion of Ford Tamer’s tenure as a Director at the 2025 Annual Meeting, the Board will expand from seven to nine directors, five of whom have been added over the past three years and eight of whom are independent.
“We are very excited to welcome Drew and Necip to our Board of Directors,” said Paul Tufano, Teradyne’s Chairman. “Drew’s extensive experience within the semiconductor industry, particularly in the Compute space, will provide valuable insights to the Board as Teradyne pursues new opportunities in the Semiconductor Test and Product Test businesses. Necip’s deep technical expertise and leadership across networking and analog mixed signal, driving targeted growth through end market diversification, will provide a unique perspective to the Board across Teradyne’s businesses. We are confident that the Company will continue to benefit from the Board’s perspectives and insights as we advance our efforts to push the technology and operating boundaries.”
About Drew Henry
Drew Henry is the Executive Vice President of Strategy & Ecosystem at Arm Holdings, a global leader in semiconductor and software design. Since joining Arm in 2017, he has held multiple senior roles and helped shape Arm’s growth strategy across its global business. Mr. Henry brings more than 30 years of deep industry experience across the semiconductor, computing, and technology sectors, with a focus on strategic growth, platform development, and operational execution.
Prior to joining Arm, Mr. Henry served as the CEO of Acetti Software, a venture-funded cloud start-up, and held senior roles at SanDisk where he was the Senior Vice President and General Manager for various business units developing data storage solutions for telecommunication, consumer electronics, automotive, and cloud companies. Mr. Henry spent over a decade at Nvidia where he was the General Manager for GeForce, Nvidia’s brand of graphics processing units. He holds a Master of Science in Electrical Engineering from the University of Southern California and a BS in Engineering Physics from the University of the Pacific.
About Necip Sayiner
Dr. Necip Sayiner is a seasoned executive with over 25 years of leadership experience in the semiconductor industry and a proven track record of value creation. He served as President and CEO of Intersil Corporation, where he led the company’s $3.2B sale to Renesas Electronics in 2017, and later joined Renesas as Executive Vice President and General Manager until 2019. Prior to Intersil, he was President and CEO of Silicon Laboratories and held senior executive positions at Agere Systems. Dr. Sayiner has also contributed to the broader industry as Chairman of the Semiconductor Industry Association. He currently serves on the boards of Sandisk, Rambus, and Axcelis Technologies.
Dr. Sayiner holds a Ph.D. in Electrical Engineering from the University of Pennsylvania, an MS in Engineering from Southern Illinois University, and dual BS degrees in Electrical and Electronics Engineering and Physics from Bosphorus University in Turkey.
About Teradyne
Teradyne (NASDAQ:TER) designs, develops, and manufactures automated test equipment and advanced robotics systems. Its test solutions for semiconductors and electronics products enable Teradyne’s customers to consistently deliver on their quality standards. Its advanced robotics business includes collaborative robots and mobile robots that support manufacturing and warehouse operations for companies of all sizes. For more information, visit teradyne.com. Teradyne® is a registered trademark of Teradyne, Inc., in the U.S. and other countries.
For more information, contact:
Traci Tsuchiguchi
Investor Relations
Tel 978.370.2444
investorrelations@teradyne.com