Joined the board in July 2025 (less than 24 months ago), so he is exempt from the stock performance trigger; he brings over 30 years of semiconductor and technology industry experience from Arm Holdings, with no overboarding concerns and attendance above the 75% threshold.

Teradyne's 3-year stock return of +178.1% outpaces the S&P 500 (^GSPC — S&P 500) by +117.7 percentage points, well below the 65-point threshold needed to trigger a concern, so no performance flag applies; Herweck has no other public board seats, met attendance standards, and brings deep industrial automation expertise.

Strong 3-year TSR far exceeds the S&P 500 (^GSPC — S&P 500) trigger threshold, so no performance concern arises; Johnson holds two outside public board seats (Synopsys and Analog Devices), which is within policy limits, and she is a financial expert with deep semiconductor CFO experience serving as Audit Committee Chair.

No TSR underperformance concern given Teradyne's strong outperformance of the S&P 500 (^GSPC — S&P 500); Maddock holds three outside public board seats (Ultra Clean Holdings, Avnet, Ouster), which is within the four-seat policy limit, and he contributes over 35 years of technology and finance experience including a decade as a public company CFO.

Teradyne's 3-year return of +178.1% substantially outperforms the S&P 500 (^GSPC — S&P 500), so no performance trigger applies; Matz holds no other public board seats, met attendance requirements, and brings 40-plus years of automation and machine vision leadership including co-founding Cognex Corporation.

Joined the board in July 2025 (less than 24 months ago), so he is exempt from the stock performance trigger; he holds three outside public board seats (Sandisk Technologies, Axcelis Technologies, Rambus), which is within the four-seat policy limit, and he brings over 25 years of semiconductor leadership experience.

As CEO-director, Smith is subject to the same TSR test as other directors; Teradyne's 3-year return of +178.1% outpaces the S&P 500 (^GSPC — S&P 500) by +117.7 percentage points, well short of the 65-point trigger threshold, so no performance flag applies, and he holds only one outside board seat at Technoprobe S.p.A.

Teradyne's strong 3-year TSR far exceeds the S&P 500 (^GSPC — S&P 500) trigger threshold, so his long tenure since 2005 does not raise a performance concern; he holds one outside public board seat (EnerSys), met attendance standards, and brings extensive financial reporting and operational expertise as Independent Chair.

Joined in January 2024 (approximately 27 months ago), so she is within the range where the trigger is applied proportionally; however, Teradyne's 3-year TSR of +178.1% vastly outperforms the S&P 500 (^GSPC — S&P 500) and no underperformance concern exists; she holds three outside public board seats (Travelers Insurance, Discovery Limited, Schrödinger), within the four-seat policy limit.