Analog Devices

(e) At the annual meeting of shareholders of Analog Devices, Inc. (the “Company”) held on Wednesday, March 9, 2022 (the “2022 Annual Meeting”), the Company’s shareholders approved the 2022 Employee Stock Purchase Plan, which had previously been adopted by the Company’s Board of Directors subject to shareholder approval. The description of the 2022 Employee Stock Purchase Plan contained on pages 67 to 72 of the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on January 21, 2022, is incorporated herein by reference. A complete copy of the 2022 Employee Stock Purchase Plan is included as Appendix B to the Proxy Statement and is incorporated herein by reference.

On March 7, 2022, Analog Devices, Inc. (the “Company”) announced the appointment of Gregory Bryant as Executive Vice President and President of Business Units, effective as of March 14, 2022. In this role, Mr. Bryant will have oversight of the Company’s business units – Industrial, Automotive, Communications, Digital Healthcare, and Consumer. Mr. Bryant, 53, joins the Company after a 30-year career at Intel Corporation. Most recently, Mr. Bryant served as Intel’s Executive Vice President and General Manager, Client Computing Group from September 2019 to January 2022, and as Senior Vice President, Client Computing Group from June 2017 to September 2019. From January 2015 to June 2017, Mr. Bryant served as Intel’s Corporate Vice President and General Manager, Connected Home and Commercial Client Platforms.

On January 18, 2022, Mark M. Little, a member of the Board of Directors of Analog Devices, Inc. (the “Company”) since 2017, notified the Company that he will retire and not stand for re-election at the Company’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”) to be held on March 9, 2022. Dr. Little’s decision to not stand for re-election did not involve any disagreement on any matter relating to the Company’s operations, policies or practices. Dr. Little will continue to serve as a director until the 2022 Annual Meeting.

Election of Directors Effective as of the Effective Time, the size of the Company’s Board of Directors (the “Board”) was expanded to 13 and Tunç Doluca and Mercedes Johnson were appointed to the Board. Ms. Johnson was also appointed to the Audit Committee of the Board. Mr. Doluca and Ms. Johnson will be compensated in accordance with the Company’s non-employee director compensation policy as disclosed in the Company’s annual proxy statement filed on January 22, 2021. In addition, Mr. Doluca and Ms. Johnson will each become party to the Company’s Form of Indemnification Agreement for Directors and Officers, filed as Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 1, 2008. At the Effective Time, (i) all outstanding Maxim restricted stock units and Maxim restricted shares held by Mr. Doluca, Ms.

On January 21, 2021, Mr. Steven Pietkiewicz, Senior Vice President, Power Products, notified Analog Devices, Inc. (the “Company”) that he will retire from the Company effective October 17, 2021 (the “Retirement Date”). In connection with his retirement, the Company and Mr. Pietkiewicz agreed that he will step down from his current position effective January 31, 2021 and assume the role of Senior Advisor to Mr. Martin Cotter, the Company’s Senior Vice President, Worldwide Sales and Digital Marketing. In his new role, Mr. Pietkiewicz will provide transition services until his Retirement Date to allow for a smooth transition for the Company and its customers.

On December 15, 2020, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Analog Devices, Inc. (the “Company”) approved: (a) the grant of a special performance stock option award to Vincent Roche, the Company’s Chief Executive Officer, exercisable for up to 460,000 shares of the Company’s common stock (the “Target Shares”), at an exercise price of $144.06 (the “CEO Performance Stock Option Award”), and (b) the grant of performance restricted stock units (the “Maxim Integration PRSUs”) to a select group of key employees, including the following executive officers (the “Officers”): 19,443 Maxim Integration PRSUs for Prashanth Mahendra-Rajah, Senior Vice President, Finance and Chief Financial Officer, 13,460 Maxim Integration PRSUs for John Hassett, Senior Vice President, Industrial and Consumer, and 13,460 Maxim Integration PRSUs for Martin Cotter, Senio…

At a meeting of the Board of Directors of Analog Devices, Inc. (the "Company") held on August 18, 2020, Dr. Laurie H. Glimcher, MD was elected as an independent Director to the Board of Directors, effective August 18, 2020, for a term continuing to the Company’s next annual meeting of shareholders in March 2021 when all directors will be subject to election by shareholders. Dr. Glimcher will serve on the Company’s Compensation Committee of the Board of Directors. In connection with her service on the Board of Directors, Dr. Glimcher will receive an annual cash retainer of $80,000, paid quarterly. In connection with her service on the Compensation Committee of the Board of Directors, Dr. Glimcher will also receive an annual cash retainer of $10,000. Dr.

(e) As described in Item 5.07 below, on March 11, 2020, Analog Devices, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”). At the 2020 Annual Meeting, the Company’s shareholders approved the Analog Devices, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan was adopted by the Company’s Board of Directors (the “Board”) on December 11, 2019, subject to and effective upon the approval of our shareholders. The description of the 2020 Plan contained on pages 72-81 of the Company’s d efinitive p roxy s tatement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2020, is incorporated herein by reference. A complete copy of the 2020 Plan is included as Appendix B to the Proxy Statement and is incorporated herein by reference.

(a) On December 10, 2019, at a meeting of the Board of Directors of Analog Devices, Inc. (the “Company”), Lisa Su and Neil Novich each informed the Board of Directors of the Company that they have decided not to stand for re-election at the next annual meeting of the Company’s shareholders. Dr. Su and Mr. Novich will continue to serve as directors of the Company until their terms expire at the Company’s 2020 annual meeting. Dr. Su is a member of the Company’s Compensation Committee and Mr. Novich is a member of the Audit Committee. Dr. Su’s and Mr. Novich’s decisions not to stand for re-election to the Board of Directors of the Company are not due to any disagreement with the Company.

At a meeting of the Board of Directors of Analog Devices, Inc. (the "Company") held on November 25, 2019, Susie Wee was elected as an independent Director to the Board of Directors, effective November 29, 2019, for a term continuing to the Company’s next annual meeting of shareholders in March 2020 when all directors will be subject to election by shareholders. Dr. Wee will serve on the Company’s Compensation Committee of the Board of Directors. In connection with her service on the Board of Directors, Dr. Wee will receive an annual cash retainer of $80,000, paid quarterly. In connection with her service on the Compensation Committee of the Board of Directors, Dr. Wee will also receive an annual cash retainer of $20,000. Dr.

On January 28, 2019, Eileen Wynne, Vice President and Chief Accounting Officer of Analog Devices, Inc. (the “Company”), notified the Company of her decision to resign as the Company’s principal accounting officer, effective February 22, 2019. She will remain with the Company through June 30, 2019. Ms. Wynne’s resignation is not the result of any dispute or disagreement with the Company. Upon the effectiveness of Ms. Wynne’s resignation, the Company plans to appoint Michael Sondel, the Company’s Senior Director of Finance, Industrial, Healthcare & Consumer Group, to serve as the Company’s Chief Accounting Officer and principal accounting officer. Mr. Sondel, 42, has been with the Company since 2001, most recently serving as Senior Director of Finance, Industrial, Healthcare & Consumer Group since March 2018.

At a meeting of the Board of Directors of Analog Devices, Inc. (the “Company”) held on December 13, 2018, Anantha P. Chandrakasan was elected to the Board of Directors, effective January 1, 2019, for a term continuing to the Company’s next annual meeting of shareholders in March 2019 when all directors will be subject to election by shareholders. In connection with his service on the Board of Directors, Dr. Chandrakasan will receive an annual cash retainer of $70,000, paid quarterly. Dr. Chandrakasan will automatically be granted on February 15, 2019 (or the next succeeding business day that the Nasdaq is open) under the Company’s 2006 Stock Incentive Plan 450 restricted stock units, which shall vest and convert into shares of the Company’s common stock on the earlier of the date of the Company’s next annual meeting of shareholders or March 14, 2019.

(b) On August 31, 2018, Peter Real informed Analog Devices, Inc. (the “ Company ”) that he was resigning from his position as Senior Vice President and Chief Technology Officer of the Company, effective immediately, due to health reasons.

(b) On July 20, 2018, Rick Hess, Strategic Advisor to the Chief Executive Officer and former Executive Vice President, notified Analog Devices, Inc. (the “ Company ”) that he will retire from the Company effective August 4, 2018, the end of the Company’s third fiscal quarter.

At a meeting of the Board of Directors of Analog Devices, Inc. (the “ Company ”) held on June 13, 2018, Karen M. Golz was elected to the Board of Directors for a term continuing to the Company’s next annual meeting of shareholders in March 2019 when all directors will be subject to election by shareholders. Ms. Golz will serve on the Company’s Audit Committee of the Board of Directors. In connection with her service on the Board of Directors, Ms. Golz will receive an annual cash retainer of $70,000, paid quarterly. In connection with her service on the Audit Committee of the Board of Directors, Ms. Golz will also receive an annual cash retainer of $10,000, paid quarterly. Ms.

On August 16, 2017, Analog Devices, Inc. (the “ Company ” or “ Analog Devices ”) announced that Prashanth Mahendra-Rajah would be joining the Company as Senior Vice President, Finance and Chief Financial Officer of the Company, effective as of Mr. Mahendra-Rajah’s first day of employment, expected to be September 28, 2017. Mr. Mahendra-Rajah, 47, currently serves as the Chief Financial Officer of WABCO Holdings Inc. and has held that position since June 2014. Prior to that, Mr. Mahendra-Rajah served as Corporate Vice President and Segment CFO for the Silicon Systems Group, a division of Applied Materials, Inc., from April 2012. Prior to that role, Mr. Mahendra-Rajah served as Vice President Finance, Head of Global Planning & Reporting for Visa Inc. for two years. Before then, Mr.

On March 10, 2017, Analog Devices, Inc. (the “ Company ”) acquired Linear Technology Corporation (“ Linear ”). On July 5, 2017, to promote the successful integration of Linear, pursuant to the Company’s Amended and Restated 2006 Stock Incentive Plan, the Compensation Committee of the Board of Directors of the Company approved the grant of performance-based restricted stock units (“ PRSUs ”), effective July 17, 2017, to members of the Company’s senior executive team, including 5,276 PRSUs to Eileen Wynne, the Company’s interim Chief Financial Officer, and 16,232 PRSUs to Peter Real, the Company’s Senior Vice President and Chief Technology Officer. PRSUs were not granted to the Company’s Chief Executive Officer.

On June 15, 2017, Analog Devices, Inc. (the “ Company ”) announced senior leadership changes for the combined company following the Company’s acquisition of Linear Technology Corporation (“ Linear ”). Effective June 15, 2017, Rick Hess, the Company’s Executive Vice President, will transition to Strategic Advisor to the CEO, providing strategic advice and guidance to the CEO and senior executives with a primary focus on Linear integration matters.

(b) On June 1, 2017, Robert Swanson notified Analog Devices, Inc. (the “ Company ”) that he has decided not to serve on the Company’s Board of Directors due to personal reasons, effective immediately. Mr. Swanson’s resignation is not due to any disagreement with the Company, and he will be available to the Company for consultation.

Election of Director Effective March 10, 2017, as of immediately after completion of the Merger, the Company’s Board of Directors elected Robert H. Swanson, Jr. to serve as a director for a term continuing to the Company’s next annual meeting of shareholders in March 2018 when all directors will be subject to election by shareholders. In connection with his service on the Board of Directors, Mr. Swanson will receive an annual cash retainer of $70,000, paid quarterly. Mr. Swanson will not serve on any committees of the Board. 4 Mr. Swanson will automatically be granted on April 15, 2017 (or the next succeeding business day that the NASDAQ is open) 2,445 restricted stock units under the Company’s 2006 Stock Incentive Plan, which shall vest and convert into shares of the Company’s common stock on the earlier of the date of the Company’s next annual meeting of shareholders or March 8, 2018.

On March 3, 2017, David A. Zinsner, Senior Vice President, Finance and Chief Financial Officer of Analog Devices, Inc. (the “ Company ”), notified the Company that he is resigning from his CFO position effective March 17, 2017 and is leaving the Company on March 30, 2017. Mr. Zinsner’s resignation does not reflect any dispute or disagreement with the Company. Mr. Zinsner will receive a pro-rated bonus under the Corporation’s 2017 Executive Performance Incentive Plan for the first half of fiscal 2017 based on the actual bonus, if any, he would have received absent his departure. Eileen Wynne, the Company’s Vice President and Chief Accounting Officer, will serve as the Company’s interim Chief Financial Officer, effective March 18, 2017 until a successor to Mr. Zinsner is named. The Company has commenced a search for a new chief financial officer. Ms.

At a meeting of the Board of Directors of Analog Devices, Inc. (the “ Company ”) held on January 17, 2017, Mark M. Little was elected to the Board of Directors for a term continuing to the Company’s next annual meeting of shareholders in March 2017 when all directors will be subject to election by shareholders. Dr. Little will serve on the Company’s Audit Committee of the Board of Directors. In connection with his service on the Board of Directors, Dr. Little will receive an annual cash retainer of $70,000, paid quarterly. In connection with his service on the Audit Committee of the Board of Directors, Dr. Little will also receive an annual cash retainer of $10,000, paid quarterly. Dr.

(b) On September 19, 2016, Analog Devices, Inc. (the “ Company ”) announced that Richard Meaney, Senior Vice President, Industrial, Healthcare and Consumer Business Group, will leave the Company effective December 31, 2016 (the “ Separation Date ”). Rick D. Hess, who currently leads the Communications and Automotive business groups will assume leadership of the Industrial, Healthcare and Consumer business groups, previously run by Mr. Meaney. Mr. Meaney will remain an executive officer through October 29, 2016 and will serve as Special Advisor to the Chief Executive Officer through his Separation Date. As of his Separation Date, Mr. Meaney will receive (i) a payment equal to two years of his base salary and bonus at target, and (ii) continued coverage under the Company’s group health plans for 12 months following the Separation Date. In consideration of Mr.