TERADYNE, INC.

600 Riverpark Drive

North Reading, Massachusetts 01864

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

The Annual Meeting of Shareholders of Teradyne, Inc., a Massachusetts corporation, will be held on Tuesday,Friday, May 8, 201812, 2023 at 10:00 A.M. Eastern Time, at the offices of Teradyne, Inc. at 600 Riverpark Drive, North Reading, Massachusetts 01864, for the following purposes:

1.    To elect the eight nominees named in the accompanying proxy statement to the Board of Directors to serve as directors for a one-year term.

2.    To approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers.

3.    To approve, in a non-binding, advisory vote, the frequency of an advisory vote on the compensation of the Company’s named executive officers.

4.    To ratify the selection of the firm of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2023.

4.5.    To transact such other business as may properly come before the meeting and any postponements or adjournments thereof.

Shareholders entitled to notice of and to vote at the meetingAnnual Meeting shall be determined as of the close of business on March 15, 2018,16, 2023, the record date fixed by the Board of Directors for such purpose.

By Order of the Board of Directors,

Charles J. Gray, Secretary

March 29, 201831, 2023

Table of Contents

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PROPOSAL NO. 3

ADVISORY VOTE ON WHETHER THE ADVISORY VOTE ON APPROVAL OF COMPENSATION OF NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS

The Company is providing shareholders with the opportunity at the 2023 Annual Meeting to vote on the following advisory resolution, commonly known as “Say-on-Frequency”:

RESOLVED, that the shareholders of the Company approve, in a non-binding, advisory vote, that the frequency of an advisory vote on the compensation of the Company’s named executive officers set forth in the Company’s proxy statement is:

Choice 1 – Every year;

Choice 2 – Every two years;

Choice 3 – Every three years; or

Choice 4 – Abstain.

The Board of Directors believes that shareholders should continue to have the opportunity to vote on the compensation of the Company’s named executive officers every year consistent with the Company’s current practice. The Compensation Committee and the Board regularly review the Company’s executive compensation program to ensure it remains aligned with both the short-term and long-term performance of the Company.

Shareholders may vote for one year, two years or three years, or may abstain from voting on the proposal. The Company will report the results of the vote, as well as the decision by the Company as to the frequency of the shareholder vote on executive compensation in light of the results of this advisory vote, in a Form 8-K following the 2023 Annual Meeting.

The Board recommends a vote FOR having an advisory vote to approve the compensation of the Company’s named executive officers every ONE year.

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RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected (and the Board of Directors has approved) PricewaterhouseCoopers LLP to serve as Teradyne’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2023. PricewaterhouseCoopers LLP, or its predecessor Coopers & Lybrand L.L.P., has served as Teradyne’s independent registered public accounting firm since 1968. The appointment of PricewaterhouseCoopers LLP is in the best interest of Teradyne’s shareholders. Teradyne expects that a representative from PricewaterhouseCoopers LLP will be at the annual meeting, will have the opportunity to make a statement if so desired and will be available to respond to appropriate questions. The ratification of this selection is not required by the laws of Thethe Commonwealth of Massachusetts, where Teradyne is incorporated, but the results of this vote will be considered by the Audit Committee in selecting an independent registered public accounting firm for future fiscal years.

The Board recommends a vote FOR ratification of the selection of PricewaterhouseCoopers LLP.

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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Corporate Governance and Board Policies

Teradyne is committed to good, transparent corporate governance to ensure that the Company is managed for the long-term benefit of its shareholders. TheTeradyne’s Board of Directors (the “Board”) has adopted Corporate Governance Guidelines (“Guidelines”) to provide a framework for the effective governance of Teradyne. The Nominating and Corporate Governance Committee periodically reviews the Guidelines and recommends changes, as appropriate, to the Board of Directors for approval. The Board of Directors has also adopted written charters for its standing committees (Audit, Compensation, and Nominating and Corporate Governance), and the Company has a Code of Conduct applicable to all directors, officers and employees. Copies of the Guidelines, committee charters, and Code of Conduct are available on the Company’s web sitewebsite atwww.teradyne.com under the “Corporate Governance”“Governance” section of the “Investors”“Investor Relations” link. Teradyne posts additional information on its web sitewebsite from time to time as the Board makes changes to Teradyne’s corporate governance policies.

Teradyne has instituted a variety of policies and practices to foster and maintain good corporate governance. The Board reviews these practices on a regular basis. Teradyne’s current policies and practices include the following:

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Board Nomination Policies and Procedures

The Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending candidates for election to the Board and does not distinguish between nominees recommended by shareholders and other nominees. All nominees must meet, at a minimum, the Board membership criteria described below.

Director nominees are evaluated on the basis of a range of criteria, including (but not limited to): integrity, honesty and adherence to high ethical standards; business acumen, experience and ability to exercise sound judgments and contribute positively to a decision-making process; commitment to understanding Teradyne and its industry, andindustry; commitment to regularly attend and participate in Board and Committee meetings; ability to ensure that outside commitments do not materially interfere with duties as a Board member; absence of a conflict of interest or

definitions pursuant to the SEC rules and the listing standards of the New YorkThe Nasdaq Stock ExchangeMarket LLC (“NYSE”Nasdaq”), meet the standards regarding director independence adopted by Teradyne, and, in the Board’s judgment, not have a material relationship with Teradyne. The standards for determining independenceTeradyne’s Guidelines are available on Teradyne’s web sitewebsite atwww.teradyne.com under the “Corporate Governance”“Governance” section of the “Investors”“Investor Relations” link.

The Board has determined that the following directors are independent using the criteria identified above: Michael A. Bradley, Daniel W. Christman, Edwin J. Gillis, Timothy E. Guertin, Peter Herweck, Mercedes Johnson, Ernest E. Maddock, Marilyn Matz, Ford Tamer, and Paul J. Tufano and Roy A. Vallee.Tufano. In determining the independence of Teradyne’s directors, the Board reviewed and determined that the following did not preclude a determination of independence under Teradyne’s standards: Ms. Johnson’s position as a director of Micron Technology,Analog Devices, Inc., Juniper Networks, Inc., and, until its acquisition by Renesas Electronics Corporation in February 2017, Intersil Corporation, eachboth a Teradyne customer; Mr. Tufano’s position as President, Chief Executive Officersupplier and director of Benchmark Electronics, Inc., one of Teradyne’s customers; and each of Ms. Johnson’s and Mr. Vallee’s positioncustomer, as a director of Synopsys, Inc., oneboth a Teradyne customer and supplier, and as a director of Teradyne’s suppliers.Millicom International Cellular S.A., a Teradyne supplier; Mr. Maddock’s position as director of Avnet, Inc., both a Teradyne customer and supplier; and Mr. Tamer’s position as a director of Marvell Technology, Inc., a Teradyne customer. Teradyne’s business with Micron Technology, Intersil, Juniper Networks, Benchmark ElectronicsAnalog Devices, Synopsys, Millicom, Avnet and SynopsysMarvell during 20172022 was immaterial to Teradyne and to the other companies. Teradyne will continue to monitor its business relationships to ensure they have no impact on the independence of its directors. The Board has determined that Michael A. Bradley met the standards for independence on February 1, 2018 because, as of that date, he had not received compensation from Teradyne related to his employment as the Company’s Chief Executive Officer during a twelve-month period within the last three years. The Board has determined that Mark E. JagielaGreg Smith is not independent because he is Teradyne’s Chief Executive Officer.

All members of the Company’s three standing committees – the Audit, Compensation, and Nominating and Corporate Governance Committee – are required to be independent and have been determined by the Board to be independent pursuant to the SEC rules and the listing standards of the NYSE,Nasdaq, as well as Teradyne’s standards.

Insider Trading Policy

The Board has adopted an insider trading policy (“Insider Trading Policy”) to prevent the misuse of confidential information about Teradyne as well as other companies with which the Company has a business relationship and to promote compliance with the securities laws. Among other things, the Insider Trading Policy prohibits trading on material non-public information and prohibits directors, executive officers and certain other employees from buying or selling Teradyne securities during the Company’s non-trading periods, also called “blackout periods”, except pursuant to an approved trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (“Rule 10b5-1”). The Board has also adopted a Rule 10b5-1 plan policy (“Rule 10b5-1 Plan Policy”) which applies to all executive officers and directors of Teradyne who adopt Rule 10b5-1 plans for trading in Teradyne’s securities. The Rule 10b5-1 Plan Policy sets forth mandatory guidelines that are intended to ensure compliance with Rule 10b5-1 and to conform to best practices with respect to the design and implementation of Rule 10b5-1 plans. The Company’s Insider Trading Policy and Rule 10b5-1 Plan Policy were revised in 2023 to reflect new regulations issued by the SEC.

Hedging and Pledging Policy

The Board recognizes there may be an appearance of improper or inappropriate conduct if Teradyne’s employees, executives and directors engage in certain types of transactions, even in circumstances where they may not be aware of any material, nonpublic information. Therefore, the Board has adopted, through the insider trading policy, a policy prohibiting employees, executives and directors from hedging Teradyne stock through short sales, prepaid variable forward contracts, equity swaps, collars and exchange funds. In addition, transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, are prohibited by this policy. The policy also prohibits holding Teradyne securities in a margin account or pledging Teradyne securities as collateral for loans.

Environmental, Social and Governance

The Board is committed to promoting, creating and maintaining a safe and healthy workplace, environment and society. Teradyne is committed to employee health, safety and welfare, to managing its activities that impact the environment in a responsible and effective manner, and to supporting the communities where its employees live and work. Teradyne strives to drive improvements in environmental sustainability, supply chain responsibility, diversity and inclusion, and positive social impact. In 2019, Teradyne formalized its ESG program and published its first CSR report. In August 2019, the Board invited an outside expert to present to the full Board on best practices and trends in ESG programs. Throughout 2020, 2021 and 2022, the Company expanded its ESG program and, in November 2022, published its fourth CSR report. In 2021, the Company became a member of The Responsible Business Alliance (“RBA”) and is continuing to implement many of the best practices of the RBA, including relating to compliance of the Company’s supply chain with its ESG program. In 2022, the Company joined the SEMI Climate Consortium, a semiconductor equipment industry group focused on reducing the greenhouse gas emissions in the production and operation of chip making equipment. The 2021 and 2022 CSR reports substantially expanded disclosure related to ESG, and the Company plans to continue to enhance its program and to provide additional, detailed disclosures to its shareholders, employees, customers, suppliers and other stakeholders. As described in the Code of Ethics section above, Teradyne’s annual Code of Conduct training includes training for employees on diversity and unconscious bias as well as on environmental best practices, including power and water conservation, recycling, and encouraging innovative designs to reduce energy consumption of the Company’s products.

Teradyne’s Board oversees its ESG program to ensure ESG initiatives are linked to company-wide strategic planning decisions. The Nominating and Corporate Governance Committee has primary responsibility for overseeing ESG priorities and the successful implementation of these priorities. The Company’s other Board committees also have oversight responsibility for ESG topics under their purview. Management annually reviews the Company’s ESG program and CSR report with the Board and regularly provides updates to the Board and

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Board committees and engages them to discuss ESG strategy, gain alignment on goals, and report on progress. The Company’s cross-functional ESG steering team is responsible for developing and executing its ESG strategy, proposing goals, approving and supporting initiatives, and embedding ESG into the corporate culture. The ESG steering team reports to Teradyne’s CEO and CFO. In addition, the Company has topic-specific working teams to address key ESG initiatives and a dedicated ESG manager who reports to the ESG steering team and drives these initiatives.

Detailed information regarding Teradyne’s ESG activities is available on its website at https://www.teradyne.com under the “Corporate Governance” sectionSocial Responsibility” link.

Human Capital Resources

The Board oversees the Company’s culture and its management of human capital. The Board believes that the Company’s future success depends upon its continued ability to attract, develop, and retain a high-performing workforce, comprised of people with shared values.

Corporate Culture

Teradyne’s core values are conducting business with honestly and integrity, collaborating with colleagues as a company without doors, and partnering with customers every step of the “Investors” link.way. The Company is committed to conducting business in a responsible manner, with strategic operational policies, procedures and values that support transparency, sustainability and legal compliance. Teradyne ensures its employees ethically operate and fulfill business commitments through robust monitoring of the Company’s Code of Conduct and environmental, health and safety programs. The Company is committed to equality as evidenced by its nondiscrimination, harassment prevention and pay equity policies and training. Teradyne values a diverse, inclusive and respectful work environment where all employees enjoy challenging assignments and development opportunities within the framework of a safe, positive culture.

Competitive Pay and Benefits

The primary objective of Teradyne’s compensation program for employees generally is to provide a compensation and benefits package that will continue to attract, retain, motivate and reward high performing employees who operate in a highly competitive and technologically challenging environment. The Company seeks to achieve this objective by linking a significant portion of compensation to Company and business unit performance. Teradyne enables employees to share in the success of the Company through various programs including a stock purchase program, equity compensation and profit sharing and bonus plans. The Company seeks to provide competitive and fair total compensation and, to do so, refers to peer comparisons and internal equity. In addition to providing employees with competitive compensation packages, Teradyne offers benefits designed to meet the needs of employees and their families, including paid time off, parental leave, bereavement leave, health insurance coverage, flexible work arrangements, contributions to retirement savings, and access to employee assistance and work-life programs.

Employee Development and Training

Teradyne believes that employee development and training is a key factor in continuing to attract, motivate, develop and retain a strong, competitive workforce. The Company provides continual development opportunities to its employees, with a focus on development of job skills and competencies. Examples include new manager competencies like giving feedback and coaching, and training in software development tools and project management. Teradyne’s employees also receive annual performance reviews and are involved in setting goals for their own development and performance. Employees and managers look back on the previous year, review career development plans and create goals for the next year. In 2022, Teradyne implemented a new learning management system integrated with our human resources system. This enabled our business to more easily create

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Board Oversight of Risk

Management is responsible for the day-to-day management of risks to the Company, while the Board, of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. Management attends regular Board and committee meetings and discusses with the Board and committees various risks confronting the Company, including operational, cybersecurity and information security, legal, market and competitive risks.risks as well as the risks to the Company, its business and its employees due to climate change and the COVID-19

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pandemic. Management and the Board have not identified any risks arising from Teradyne’s compensation plans, policies and practices for the executives or employees that are reasonably likely to have a material adverse effect on the Company.

Information technology and data security, particularly cybersecurity, is a top area of focus for the Board, which views our diligence and improvement in these areas as essential for the success of the Company. The Board of Directors is actively involved in overseeing cybersecurity risk management, both through annual presentations given by members of management during Board of Directors meetings as well as quarterly reports from the Audit Committee on its cybersecurity risk oversight activities. Four of the Company’s director nominees have experience or expertise in cybersecurity. The Audit Committee meets with members of management to review the Company’s information technology and data security policies and practices, and to assess current and projected threats, cybersecurity incidents, and related risks. Teradyne has a dedicated Chief Information Security Officer, whose team advises the Company on cybersecurity risks and assesses the effectiveness of information technology and data security processes, and who regularly leads discussions about cybersecurity risk management with the Board.

Related Party Transactions

Under Teradyne’s written “Conflict of Interest Policy,” which is part of Teradyne’s Code of Conduct, the General Counsel notifies the Audit Committee of any investment or other arrangement to be entered into by Teradyne that could or would be perceived to represent a conflict of interest with any of the executive officers or directors. Every year Teradyne makes an affirmative inquiry of each of the executive officers and directors as to their existing relationships. Teradyne reports any potential conflicts identified through these inquiries to the Audit Committee. No potential conflicts were identified in 2022.

Shareholder Communications with Board of Directors

Shareholders and other interested parties may communicate with one or more members of the Board, including the Chair, or the non-management directors as a group by writing to the Non-Management Directors, Board of Directors, 600 Riverpark Drive, North Reading, MA 01864 or by electronic mail at nonmanagementdirectors@teradyne.com. Any communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities, such as customer complaints, will be sent to the appropriate executive. Solicitations, junk mail, computer viruses, and obviouslyother similarly frivolous or inappropriate communications will not be forwarded, but will be made available to any director who wishes to review them.

committees are comprised of independent directors. The members of each committee are appointed by the Board based on the recommendation of the Nominating and Corporate Governance Committee. Each committee performs a self-evaluation and reviews its charter annually. Actions taken by any committee are reported to the Board, usually at the next Board meeting following the action. The table below shows the current membership of each of the standing committees:

The Board will appoint committee members for the 2018-20192023-2024 term following the election of directors at the 20182023 Annual Meeting of Shareholders.

Audit Committee

The Audit Committee has threefive members, all of whom have been determined by the Board to be independent pursuant to SEC rules and the listing standards of the NYSE,Nasdaq, as well as Teradyne’s independence standards. In addition, the Board determined that each member of the Audit Committee is financially literate and an “audit committee financial expert” as defined in the rules and regulations promulgated by the SEC. Mercedes Johnson serves on three public company audit committees in addition to Teradyne’s Audit Committee. The Board has determined that Ms. Johnson’s simultaneous service on three additional audit committees does not impair her ability to effectively serve on Teradyne’s Audit Committee. The Audit Committee’s oversight responsibilities, described in greater detail in its charter, include, among other things:

The Compensation Committee has the authority to and does engage the services of independent advisors, experts and others to assist it from time to time. Teradyne’s compensation and benefits group in the Human Resources Department supports the Compensation Committee in its work and assists in administering the compensation plans and programs.

The Compensation Committee met six times during 2017.2022.

The Compensation Committee has retained Compensia, Inc. (“Compensia”), an executive compensation consulting firm, to assist it in carrying out its duties and responsibilities regarding executive and non-employee director compensation. In 2017,2022, this engagement involved preparing (1) an executive officer compensation competitive analysis; (2) a director compensation competitive analysis; (3) a peer group analysis; and (4) a tally sheet analysis for executive officers. To maintain the independence of its advice, Compensia has providedprovides no services to Teradyne other than the services provided to the Compensation Committee. In addition, the Compensation Committee conducts annually a conflict of interest assessment for Compensia and any other independent advisors engaged during the year using the factors applicable to compensation consultations under SEC rules and the listing standards of the NYSE,Nasdaq, and, for 2017,2022, no conflict of interest was identified.

The Compensation Committee also uses proprietary compensation surveys prepared by Radford, a global compensation consultant focused on technology companies.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised entirely of independent directors in accordance with SEC rules and the listing standards of the NYSE,Nasdaq, as well as Teradyne’s independence standards. None of Teradyne’s executive officers serves on the Compensation Committee of any of the companies in which the directors are officers.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee has fourthree members, all of whom have been determined by the Board to be independent pursuant to SEC rules and the listing standards of the NYSE,Nasdaq, as well

The Nominating and Corporate Governance Committee identifies director candidates through numerous sources, including recommendations from existing Board members, executive officers, and shareholders and through engagements with executive search firms. The Nominating and Corporate Governance Committee regularly reviews Board composition, skills, diversity and succession plans.

Non-employee directors must notify the Nominating and Corporate Governance Committee if the director experiences a change of position from that held upon first becoming a member of the Board. Upon any such notification, the Nominating and Corporate Governance Committee will review the potential impact on the director’s independence and the appropriateness of the director’s continued membership on any Board committees under the circumstances. Teradyne’s Corporate Governance Guidelines also provide that the continuation of a former Chief Executive Officer of the Company on the Board is a matter to be decided by the Board, upon recommendation of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee met four times during 2017.2022.

Director Compensation

Teradyne uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board. Every year, Compensia, the Compensation Committee’s independent compensation consulting firm, conducts an analysis of director compensation, including a review of benchmark data, and reports to the Committee any recommendations regarding director compensation. The Compensation Committee considers Compensia’s annual input as part of its annual review of director compensation. Non-employee directors’ compensation is determined by the Board at the recommendation of the Compensation Committee. Directors who are employees of Teradyne receive no compensation for their service as a director.

Cash Compensation

After a review of peer benchmarking data and global survey data regarding director compensation, the Compensation Committee, with input from Compensia, recommended to the Board to increase the cash compensation of the non-employee directors effective May 13, 2022, the date of the 2022 Annual Meeting of Shareholders. In 2017,2022, the non-employee directors were compensated at the rate of $70,000$80,000 per year.year pro-rated from January 1, 2022 until May 13, 2022, and compensated at the rate of $90,000 per year pro-rated from May 13, 2022 through December 31, 2022. Additional fees paid to certain non-employee directors in 20172022 were as follows:

The shareholder-approved 2006 Equity and Cash Compensation Incentive Plan limits the aggregate amount or value, as applicable, of total annual cash and equity compensation that may be paid or granted, as applicable, to non-employee directors to an amount not to exceed $750,000.

Stock-Based Compensation

Each non-employee director receives an annual equity award having a fair market value equal to $175,000$230,000 on the earlier of (i) the date of the Annual Meeting of Shareholders or (ii) the last Thursday in May. This annual equity award, which is delivered in the form of restricted stock units, vests in full on the earlier of (i) the first anniversary of the date of grant or (ii) the date of the following year’s Annual Meeting of Shareholders. The fair market value of this equity award reflects an increase from $200,000 in 2021 as a result of peer benchmarking data and global survey data regarding director compensation.

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Each new non-employee director is granted an equity award on the date first elected or appointed to the Board having a fair market value equal to $175,000 $230,000, pro-rated daily to reflect the period between the director’s

AUDIT AND FINANCIAL ACCOUNTING OVERSIGHT

Audit Committee Report

In 2018,2023, the Audit Committee reviewed Teradyne’s audited financial statements for the fiscal year ended December 31, 20172022 and met with both management and PricewaterhouseCoopers LLP (“PwC”), Teradyne’s independent registered public accounting firm, to discuss those financial statements.

The Audit Committee also reviewed the report of management contained in Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 20172022 filed with the SEC, as well as PwC’s report included in Teradyne’s Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements and financial statement schedule and (ii) the effectiveness of internal control over financial reporting.

The Audit Committee has discussed with PwC the matters required to be discussed under the rules adopted byapplicable requirements of the Public Company Accounting Oversight Board (“PCAOB”). and the SEC. The Audit Committee has received the written disclosures and the letter from PwC required by the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC theirits independence.

Based on these reviews and discussions with management and PwC, the Audit Committee recommended to the Board (and the Board has approved) that Teradyne’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017.2022.

AUDIT COMMITTEE

Edwin J. Gillis (Chair)

Mercedes Johnson

Ernest E. Maddock

Ford Tamer

Paul J. Tufano

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except to the extent that Teradyne specifically incorporates it by reference in any such filing.

Principal Accountant Fees and Services

Fees for Services Provided by PricewaterhouseCoopers LLP

The following table sets forth the aggregate fees for services provided by PricewaterhouseCoopers LLP,PwC, Teradyne’s independent registered public accounting firm, for the fiscal years ended December 31, 20172022 and December 31, 2016.2021.

Audit Fees

Audit Fees are fees related to professional services rendered for the audit of Teradyne’s annual financial statements and internal control over financial reporting for fiscal years 20172022 and 2016.2021. These fees include the

review of Teradyne’s interim financial statements included in its quarterly reports on Form 10-Q and services that are normally provided by PricewaterhouseCoopers LLPPwC in connection with other statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-Related Fees in 2017 were for professional services associated with the new revenue recognition accounting standard. In 2016, fees were for professional services associated with Teradyne’s convertible debt issuance.None.

Tax Fees

Tax Fees in 20172022 and 20162021 were for professional services related to global tax planning and compliance matters.

All Other Fees

All Other Fees are fees for services other than audit fees, audit-related fees and tax fees. In 2017,2022 and 2021, the fees were related to financial statement disclosure, and technical accounting software licenses. In 2016, the fees were related to a technical accounting software license.licenses, and training courses.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

During 20172022 and 2016,2021, the Audit Committee pre-approved all audit and other services performed by PricewaterhouseCoopers LLP.PwC.

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm in order to ensure that the provision of such services does not impair the independent registered public accounting firm’s independence. These services may include audit services, audit-related services, tax services and other services. In addition to generally pre-approving, on a case-by-case basis, services provided by the independent registered public accounting firm, the Audit Committee adopted a policy for the pre-approval of certain specified services that may be provided by the independent registered public accounting firm. Under this policy, the Audit Committee has pre-approved the independent registered public accounting firm’s engagement for the provision of certain services set forth in a detailed list subject to a dollar limit of either $50,000 or $100,000, depending on the service. The services set forth on thepre-approved list have been identified in a sufficient level of detail so that management will not be called upon to make a judgment as to whether a proposed service fits within the pre-approved service list. Pursuant to the policy, management informs the Audit Committee, at least annually or more frequently upon its request, if the Company uses any pre-approved service and the fees incurred in connection with that service.

OWNERSHIP OF SECURITIES

The following table sets forth as of March 15, 201816, 2023, information relating to the beneficial ownership of Teradyne’s common stock by each director, each named executive officer and all directors and executive officer, individually andofficers as a group.

The following table sets forth certain persons who, based upon Schedule 13G filings made since December 31, 2017,2022, own beneficially more than five percent of Teradyne’s common stock.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides information regardingwith respect to the 2017 compensation of Teradyne’s principalfollowing persons who, pursuant to SEC rules, constitute our “named executive officer, our principal financial officer, and the three executive officers (other than Teradyne’s principal executive officer and principal financial officer) who were the Company’s most highly-compensated executive officers as of the end of 2017. These individuals were:officers” for 2022:

These executive officers were our named executive officers for 2017.In November 2022, the Company announced Mr. Jagiela’s decision to retire as CEO, effective February 1, 2023, and the appointment of Mr. Smith as CEO as of such date, in each case as discussed in more detail below. Because Mr. Jagiela served as CEO during 2022, in this Compensation Discussion and Analysis, when we refer to the CEO or Chief Executive Officer, we are referring to Mr. Jagiela.

This Compensation Discussion and Analysis describes the material elements of Teradyne’s executive compensation program during the fiscal year ended December 31, 2017.2022. It also provides an overview of the Company’s executive compensation philosophy, as well as the Company’s principal compensation policies and practices.practices as they relate to executive compensation. Finally, it analyzes how and why the Compensation Committee of the Board of Directors (the “Compensation Committee”) arrived at the specific compensation decisions for the Company’s executive officers, including the named executive officers, in 2017,2022, and discusses the key factors that the Compensation Committee considered in determining the compensation of thesethe named executive officers.

20172022 Executive Compensation Summary

Teradyne is a leading global supplier of automationautomatic test equipment for test and industrial applications.robotics products. The Company designs, develops, manufactures and sells automatic test systems and robotics products. Teradyne’s automatic test systems are used to test semiconductors, wireless products, data storage and complex electronics systems in many industries including the consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Teradyne’s industrial automationrobotics products include collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and light industrial customers to improve quality, increase manufacturing and material handling efficiency and decrease manufacturing and logistics costs. The automatic test equipment and industrial automationrobotics markets are highly competitive and are characterized by rapid changes in demand that necessitate adjusting operations and managing spending prudently across business cycles.

In 2017,July 2022, Gregory S. Smith was promoted to President of the Company. In November 2022, the Company increasedwas notified of the decision by Mr. Jagiela to retire as CEO effective February 1, 2023. Mr. Smith was appointed in November 2022 as the new CEO effective February 1, 2023.

In 2022, the Company generated the second highest revenue in its revenue by 22% from 2016 to $2.14history of $3.2 billion, while generatinggenerated significant free cash flow and increasing its profit rate before interest and taxes (PBITof $415 million¹). The Company, and achieved market share gains in its semiconductor test business, achieved model profitability in its wireless test business, and grew its industrial automation business by over 70% year over year, positioning the Company for sustained profitability and growth. Additionally, in 2017, the Company exceeded its 2020GAAP earnings of $4.22 per share target threeand non-GAAP earnings of $4.25 per share. In 2022, the Company’s largest test market, System-On-a-Chip (SOC), softened after

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six years ahead of plan. During 2017,growth, and the growth in the Company’s Robotics business moderated. The Company continued to investnavigate through supply, operations, logistics and staffing issues to meet the challenging delivery and support needs of its customers in the test and robotics markets. The Company also worked to develop new products in growing segments across its test and robotics businesses to expand its served markets and position itself for long-term, futurecontinued growth while maintaining financial discipline.

In 2017,2022, the Company returned $256$822 million to shareholders through its dividend and share repurchase programs. In January 2018,2023, the Company announced it planned to repurchase $750up to $500 million in shares in 20182023 pursuant to a $1.5its $2 billion new repurchase program authorized by the Board. Additionally, theBoard in January 2023. The Company

executive officers from 20102016 to 20172022 has varied from 79% to 200%185% of target baseddepending on the strength of Company performance as compared to performance goals in the applicable year. For example, in 2021, the Company increased revenue year over year by 19% to a record $3.7 billion while growing GAAP earnings 30% to $5.56 per share and contrastsnon-GAAP earnings 29% to compensation received from 2007 to 2009 where$5.98 per share, the eighth consecutive year of earnings per share growth. As a result of this performance, the named executive officers received variable cash compensation well below target inpayouts with a range between 167% and 185% of target. In 2022, despite the Company’s second highest revenue in its history, due to challenging performance goals and revenue falling 15% from 39% to 74% based on Company performance as compared to target objectives.

In setting compensation levels for the executive officers (or in the case of the Chief Executive Officer, in making recommendations about such levels to the independent members of the Board), the Compensation Committee takes into account such factors as internal equity, competitive market data (drawn from peer company and survey information), other benefits provided, individual and corporate performance and the general and industry-specific business environment, as well as the roles and responsibilities of each executive officer.

Role of the Compensation Committee

The Compensation Committee’s role is to fulfill certain responsibilities of the Board relating to compensation for the Company’s executive officers, and to review and oversee the administration of equity-based incentives, profit sharing, deferred compensation, retirement and pension plans, and other compensatory plans. The Compensation Committee recommends to the independent members of the Board all aspects of the Chief Executive Officer’s compensation and is also responsible for approving all aspects of the other executive officers’ compensation. The Compensation Committee has the authority to select, retain and terminate compensation consultants, independent counsel and such other advisors as it determines to be necessary to carry out its responsibilities and to approve the fees and other terms of retention of any such advisors. In 2022, as in prior years, it engaged the independent compensation consulting firm Compensia as its compensation consultant.

Role of Executive Officers in Determining Executive Pay

The Chief Executive Officer makes individual compensation recommendations for the other executive officers to the Compensation Committee for its review consideration and determination.consideration. The Compensation Committee’s compensation consultant and members of the human resourcesCompany’s Human Resources department provide competitive market information to the Compensation Committee for comparative purposes. The executive officers do not determine any element of their own compensation or their total compensation amount.

Competitive Positioning

To assureensure its compensation is competitive, Teradynethe Company makes extensive use of comparative data for its worldwide employee programs and its executive officer compensation. This includes data gathered from surveys, the Compensation Committee’s compensation consultantsconsultant and public filings.

For 2018,purposes of determining 2022 compensation, the Compensation Committee engaged the independent compensation consulting firm,asked Compensia to develop a competitive analysis of Teradyne’s peer companies, as well asto analyze executive pay packages and to advise on the relationship of the Company’s short-term and long-term performance on the pay packages.incentives to total compensation. In October 2021, Compensia recommended to the Compensation Committee a peer group that reflects organizations of comparable size (revenue and market capitalization) and operations (product type and geographic scope) to Teradyne and that provides an appropriate sample size for comparisons. Compensia proposed, and theThe Compensation Committee reviewed and approved a peer group that included the 17 companies listed below:

For 2018, Compensia recommended that the Compensation Committee (1) remove from the peer group Fairchild, FEI, and Polycom due to acquisitions, and Lam Research, whose revenue and market capitalization rose above the scoping requirements, and (2) add to the peer group Coherent, Marvell, Maxim Integrated, Microsemi, and MKS Instruments. At the time the peer group was approved, Teradyne remained close towas below the median of the peer group in terms of bothrevenue (36^th percentile), and below the median of the peer group in terms of market capitalization (24^th percentile).

During 2022, for purposes of setting 2023 compensation, the Compensation Committee approved the following changes to the peer group: (1) removing Arista Networks, Ciena and NetApp to more closely align the peer group with Teradyne’s business profile, and (2) adding Analog Devices, Cognex, and Teledyne Technologies as these companies had levels of revenue and market capitalization (48^ththat were more appropriate for purposes of comparison with Teradyne’s business profile and 67^th percentiles, respectively).otherwise met the criteria required for inclusion in the peer group.

The Company augmentedCompensation Committee supplemented the peer group data with data from the Radford Global Survey. From this survey, the Company used reported data for all semiconductor/semiconductor equipmentits peer group companies as well as all technology companies with industry and financial characteristics generally aligned with our peers and with annual revenues between $900 million and $4 billion in annual revenue and between $2$1.7 billion and $20$7 billion inand market capitalization.capitalizations between $6.7 billion and $60 billion.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, Teradyne is providing the following information about the relationship of the annual total compensation of its employees to the annual total compensation of Mr. Jagiela, the Company’s Chief Executive Officer (the “CEO”). The pay ratio information included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

shareholders. TheThis approach is designed to focus the executive officers on creating shareholder value over the long-term and on delivering exceptional performance throughout fluctuations in business cycles.

The following charts illustrate performance-based target compensation for the Chief Executive Officer and the other named executive officers (as a group) as a percentage of total target compensation for 2017.2022. For purposes of the charts, performance-based restricted stock units are valued based on target.

businesses in which the Company operates, and sets other operating and financialstrategic goals based on the specific objectives of the Company for the year, as well as certain strategic objectives.

year. These operating financial and strategic goals may include strategic customer wins, market share gains, gross margin and profitability goals, new product introductions, engineering project milestones, employee retention, cost controls and growth targets – the achievement of which positively impactimpacts the Company’s long-term performance. Teradyne is not disclosing the specific performance target levels for these goals in this Compensation Discussion and Analysis section because they represent confidential, commercially sensitive information that Teradyne does not disclose to the public and it believes, if disclosed, would cause competitive harm. The target levels for such performance measures, such as product development, market share, new product introductions and margin goals for new and existing products, are inherently competitive and, if disclosed, would provide valuable insight into specific customers, markets and areas where Teradyne is focusing.

The Compensation Committee sets operating, financial and strategic goals for the variable cash compensation program to align executive compensation with both the Company’s short-term financial and operating strategy and its long-term profitable growth strategy. In developing the variable cash compensation program, the Compensation Committee takes into account that these goals are difficult to achieve because they are heavily contingent upon multiple factors, including technological innovations, customer demand and the actions of competitors. The target levels for the measures to improve competitive positioning are challenging due to the strong competition within the Company’s markets, while technical and engineering innovations make product development goals difficult to achieve in a fixed time frame. In 2015 and prior years, the operating, financial and strategic target levels increased or decreased the variable cash compensation payout up to 60%. Starting in 2016, the Compensation Committee modified the program so that the revenue growth metric contributes 30% towards the target variable cash compensation payout with the PBIT metric contributing 40% and the operating, financial and strategic goals contributing 30%.

Following the close of each fiscal year, management reviews the performance of the Company against each pre-established goal and prepares a calculation of variable cash pay-out is calculatedpayout based on the review. The performance review and calculation are then presented to the Compensation Committee for its review. Based on the financial performance of the divisions or the Compensation Committee, orCompany as a whole, as applicable, and the performance against the operating and strategic goals, the variable cash compensation then is determined by the independent members of the Board for the Chief Executive Officer then determinesand by the variable cash compensationCompensation Committee for the other named executive officers.

Equity Compensation

Equity compensation is designed to align executive compensation with shareholder return, motivate and reward individual andlonger-term Company performance, and attract, retain and retainreward talented individuals. Teradyne’s equity compensation program provides three types of equity incentives: (1) time-based restricted stock unit awards which vest in equal amountsinstallments annually over four years conditioned upon continued service, supporting the Company’s employee retention efforts; (2) performance-based restricted stock unit awards, which rewardsplit equally at targetbetween awards that vest based on the achievement of relative total shareholder return and cumulative PBIT percentage, in each case, measured at the end of a three-year performance period; and (3) stock options granted at market valuewith an exercise price equal to the closing price of a share of Teradyne common stock on the date of grant, which vest in equal amountsinstallments annually over four years conditioned upon continued service, where executives only benefit from stock appreciation. These equity compensation components are consistent withif the Company’s long-term goals to deliver profitability, revenue growth, and superior return to shareholders.stock price appreciates.

Equity awards are made under the shareholder approvedshareholder-approved 2006 Equity and Cash Compensation Incentive Plan. The grant date value of awards granted to the named executive officers areis based upon peer group data provided by Compensia, global survey data, and each individual’sexecutive’s relative contribution, performance and responsibility within the organization. The Compensation Committee assesses these factors each year for each executive officer.

competitive market data from the peer group, global survey data, and compensation surveys. The independent members of the Board determine the award typetypes and levelgrant date value for the Chief Executive Officer and the Compensation Committee determines the award typetypes and levelgrant date value for alleach other executive officers.officer. Management approves equity awards for all other employees within the overall equity budget pursuant to a delegation of authority from the Compensation Committee.

Since 2006, theThe equity awards granted to the executive officers have beenare made in January in order to align the evaluation of each named executive officer’s performance and the resulting award of the equity compensation towith the end of the fiscal year. The fair market value for these awards is determined usingStock options are granted with an exercise price equal to the closing price on the date of grant, as provided by the terms of Teradyne’s equity plans.the shareholder-approved 2006 Equity and Cash Compensation Incentive Plan. No employee equity awards are granted during blackout periods, except for new hire grants. New hire grants are automatically issued on the first trading day of the month following the employee’s start date, in accordance with guidelines approved by the Compensation Committee.

Retirement Benefits

Retirement benefits are designed to attract and retain talented employees and reward long-term service to the Company. Retirement benefits provide a long-term savings opportunity for employees on a tax-efficient basis. In the U.S., the Company offersmaintains the Teradyne, Inc. Savings Plan (the “401k Plan”). The 401k Plan, which is available to all employees and provides a discretionary employer matching contribution.contribution, and a non-qualified retirement plan, the Teradyne, Inc. Supplemental Savings Plan (the “Supplemental Savings Plan”), for certain employees whose benefits would otherwise be capped based on restrictions imposed by the Internal Revenue Service. Executive officers may participate in the 401k Plan on the same terms as those available for other eligible U.S. employees. For 2017,2022, the Company matched $1 for every $1 contributed by the employee to the Company’s 401k Plan and Supplemental Savings Plan (as defined below) up to 4% of the employee’s compensation (subject to Internal Revenue Service limits)limits in the case of the 401k Plan) for employees not accruing benefits in the Retirement Plan or SERP (each as defined below), andwith no match for employees continuing to accrueaccruing benefits in the Retirement Plan or SERP.

The Company also maintains a non-qualified Teradyne, Inc. Supplemental Savings Plan (the “Supplemental Savings Plan”) for certain employees whose benefits would otherwise be capped at limits based on restrictions imposed by the Internal Revenue Service. For additional information regarding the Supplemental Savings Plan, see the “NonqualifiedNonqualified Deferred Compensation Table.”

Teradyne also provides a separate defined benefit retirement plan, the Retirement Plan for Employees of Teradyne, Inc. (the “Retirement Plan”)., and a non-qualified defined benefit Supplemental Executive Retirement Plan (“SERP”) for certain senior employees. In 1999, this planthe Retirement Plan was discontinued forclosed to new employees, but participating employees were given the option to elect to continue to participate in the plan or to opt out of the plansuch participation in order to receive a higher employer match in the 401k Plan. Commencing in 2009, employees who continued to participate in the separate Retirement Plan have receivedreceive no employer match in the 401k employer match.Plan. No named executive officer is currently earningaccruing benefits under the Retirement Plan.

The Company also maintains a defined benefit Supplemental Executive Retirement Plan, (“SERP”) for certain senior employees.but Mr. Jagiela participated in this plan prior to 1999. No named executive officer is currently accruing benefits under the SERP. For additional information, see the “PensionPension Benefits Table.” Mr. Robbins is the only named executive officer earning benefits under the SERP.

The Company also provides certain other benefits to its retirees. Based on age and service, Messrs. Jagiela, BeecherGray, and RobbinsSmith qualify for these broad-based employee benefits. At retirement, they will be eligible to receive a pro-rated amount of variable cash compensation at target through the date of their retirement. In addition, mostMost retirees can also continue in the Company’s health, dental and vision programs at a partially subsidized rate. The “Pension Benefits Table” lists the present value of accumulated benefits for Messrs. Jagiela and Robbins as of December 31, 2017.

In addition, if a named executive officer dies, suffers permanent disability, retires or is terminated without cause after at least ten years of service and having reached the age of sixty, then (a) one hundred percent of the

the number of shares underlying the performance-based RSU grant, if any, that are determinedearned at the end of the three-year performance period.

The Compensation Committee considers the expense of the executive officers’ retirement benefits in determining their overall compensation.

Chief Executive Officer Separation Agreement

Upon his appointment as Chief Executive Officer, Mr. Jagiela entered into an Agreement Regarding Termination Benefits (“Separation Agreement”). The term of this Separation Agreement, entered into on January 22, 2014, is three years, and extends for additional one-year periods unless Teradyne gives notice of non-renewal to Mr. Jagiela. The Separation Agreement contains a three-year, post-employment customer and employee non-hire and non-solicitation restriction and a three-year, post-employment non-competition restriction. In consideration of these restrictions, Mr. Jagiela is eligible to receive severance payments for two years at his annual target compensation rate and continued vesting of non-performance based equity awards for two years and of performance-based equity awards for three years following his termination by Teradyne for any reason other than death, disability or cause, each as defined in the Separation Agreement, or in a circumstance in which Mr. Jagiela would be eligible to payments pursuant to his Change in Control Agreement. During the two-year post-employment period, Mr. Jagiela is also eligible for ongoing health, dental and vision insurance plan coverage, provided on the same terms as those in effect at the date of his termination. If Teradyne terminates Mr. Jagiela’s employment due to his disability and Mr. Jagiela is not eligible to receive payments pursuant to his Change in Control Agreement, he is eligible for a two-year severance payment to the extent he is not eligible to receive disability insurance, which payment is reduced by any compensation Mr. Jagiela receives from other employment.

Change in Control Agreements and Severance Agreements

The Compensation Committee and the Board have approved a change in control agreement for each executive officer similar to those offered by most peer companies. The independent members of the Board also have approved an Agreement Regarding Termination Benefits with the Chief Executive Officer.officer. The structure and design of these agreements, including the level of payments and benefits provided to the executive officers under the agreements, are intended to be similar to those provided by peer companies.

The change in control agreements provide a retention tool for the executive officers to remain with the Company both during and following thea change in control transaction and enable the executive officers to focus on the continuing business operations and the success of a potential business combination that the Board has determined to be in the best interests of the shareholders. This results in stability and continuity of operations during a potentially uncertain time. The terms of the change in control agreements are described under “Post-Termination Compensation Table”—“Change in Control Agreements.”

The Compensation Committee and the Board have also approved severance agreements for Messrs. Smith and Mehta which provide for severance payments in exchange for post-employment non-hire, non-solicit, and non-competition covenants. Mr. Smith entered into his agreement in connection with his appointment as Chief Executive Officer effective February 1, 2023, as described above. None of the severance agreements contain a tax gross-up provision. In connection with his retirement effective February 1, 2023, Mr. Jagiela entered into a retirement agreement. The terms of the severance and retirement agreements are described under “Post-Termination Compensation Table” – “Chief Executive Officer Severance Agreement”, “Chief Financial Officer Severance Agreement” and “Former Chief Executive Officer Retirement Agreement”.

Other Benefits

To attract and retain highly qualified employees, the Company offers benefit programs designed to be competitive in each country in which the Company operates. All U.S. employees and executive officers participate in similar healthcare, life and disability insurance, and other welfare programs.

To offer most employees an opportunity to acquire an equity interest in Teradyne, the Company offers an Employee Stock Purchase Plan. This plan allows participating employees to purchase shares of common stock

Pursuant to these guidelines, the Chief Executive Officer is expected to attain and maintain an investment level in shares of the Company’s common stock equal to three times his annual base salary and all other executive officers are expected to attain and maintain an investment level equal to two times their annual base salary. In each case, such investment levels are expected to be attained within five years from the date upon which the individual becomes subject to the guidelines. Until this ownership guideline is met, the executive officers are expected to retain at least 50% of the shares issued pursuant to anCompany equity award,awards, after taxes.

Shares subject to the stock ownership guidelines do not include any unvested grants of restricted stock units (including any unearned performance-based RSUs), any vested but unexercised stock options or any pledged Company stock. The Company maintains a policy prohibiting executives and directors from pledging Teradyne stock.

During the year, the executive officers complied with the stock ownership guidelines, and at year end, all named executive officers other than Mr. Smith (who became subject to the guidelines upon his promotion in February 2016) were at or above the stock ownership guideline levels.investment levels, except for Mr. Burns who has until October 2025 to meet the ownership guidelines.

Compensation Recoupment Policy

A compensation recoupment policy is applicable to all the executive officers. Under this policy, the Company may recover incentive compensation that was based on achievement of financial results that were subsequently restated if an executive officer was found to be personally responsible for any fraud or intentional misconduct that caused the restatement. This policy covers variable cash compensation and performance-based equity awards. The Board will review and update the Company’s compensation recoupment policy followingto comply with the adoption of regulationsfinal rules by the Securities and Exchange Commission implementing Section 954 of the Dodd-Frank Act.Act and applicable stock exchange listing standards.

Impact of Accounting and Tax Treatment on Executive Compensation

Prior toAs a result of federal tax year 2018, under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), publicly-traded corporations could not deduct each year for federal income tax purposeslegislation enacted in December 2017, compensation paid to certain executive officers (the Chief Executive Officer and each of the three other most highly-compensated executive officers, other than its chief financial officer) in excess of $1 million per executive. This deduction limitation did not apply, however, to compensation that constituted “qualified performance-based compensation” within the meaning of Section 162(m) of the Code. In designing the Company’s executive compensation programs, the Compensation Committee considering the deductibility of executive compensation under Section 162(m) of the Code, but maintained the flexibility to award and pay non-deductible compensation if the Company believed that such compensation was in the interest of the Company.

2022 Target Cash Compensation

To align cash compensation with the industry and the competitive market, the Compensation Committee, and the independent members of the Board in the case of the Chief Executive Officer, approved increases in the 20172022 base salaries and target cash compensation for certain of the named executive officers. The 20162021 and 20172022 base salaries and target cash compensation for the named executive officers are set forth below:

The PBIT and revenue growth metrics for the variable cash compensation of the named executive officers was 200% of the target amount.are illustrated below:

The variable cash compensation for Messrs. Jagiela, BeecherMehta, and Gray for 2022 was calculated by applyingmeasuring total Company performance: Company-wide profit against the 23% target, Company-wide two-year rolling revenue growth rate against the 13% target, and a revenue-weighted averageweighted averaging formula, based on division revenue, of the performance of all divisions.divisions against the division’s specific operating and strategic goals. The variable cash compensation formula for Messrs. Smith and RobbinsMr. Burns in 2022 was splitdivided equally between (a) the weighted average formula of(1) the performance of all divisionsthe Semiconductor Test Division and (b)(2) total Company performance. The variable cash compensation formula for Mr. Smith for the first half of 2022 was divided equally between (1) the performance of their respective divisions (Semiconductor Testthe business units within Robotics, weighted by revenue, and (2) total Company performance. The variable cash compensation formula for Mr. Smith for the second half of 2022 was based on total Company performance following and Wireless Test for Mr. Robbins).due to his appointment as President effective as of July 1, 2022.

In January 2018,2023, the Compensation Committee reviewed the Company’s performance against its 20172022 performance-based variable cash compensation targets. The divisions’ performancesperformance of the divisions varied from 31%74% to 194%116% of target. The variable cash compensation payout for the Semiconductor Test Division, which historically accounts for approximately 70-80% of Teradyne’s revenue and a commensurate portion of the variable cash compensation calculation for the executive officers, exceeded its revenue, market share and PBIT percentage targets which positively impacted the calculation. Once the performance of the total Company and each of the divisions was determined,measured against the PBIT target, two-year revenue growth target, and divisional goals, the payout for the named executive officers was calculated by applyingcalculated. For 2022, the payout for the PBIT metric was above target due to the Company’s PBIT rate of 27.5%², the payout for the two-year rolling revenue growth rate metric was just above the 0% threshold with a weighted averaging formulatwo-year rolling revenue growth rate of 0.49%, and the performancepayout on the strategic goals was slightly above target based on achievement of all divisions.certain divisional goals.

The Compensation Committee, and the independent members of the Board in the case of the Chief Executive Officer, approved for 20172022 (1) a 180% payout of 92% of target variable cash compensation for Messrs. Jagiela, BeecherMehta and Gray, (2) a 158% payout of 99% of target for Mr. Robbins,Burns, and (3) a 181% payout of 89% of target for Mr. Smith. Due to the different variable compensation factors for each executive officer, total cash compensation paid was between 25%0.4% and 42% above5.9% below target, depending on the named executive officer. The payout amounts of 20172022 performance-based variable cash compensation for each named executive officer can be found under the column “Non-Equity“Non-Equity Incentive Plan Compensation” in the Summary Compensation Table.

20172022 Equity Awards

In January 2017,2022, the Compensation Committee, and the independent members of the Board in the case of the Chief Executive Officer, approved the 20172022 equity awards for the named executive officers. The Compensation

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Committee and the independent members of the Board continued to award RSUs and stock options for the 2017 equity grantin 2022 with the same mix of performance-based stock awards (granted in the form of performance-based restricted stock units (“RSUs”) and making up 60% of the total grant date fair value of the awards, with performance-based stock awards measured at target), time-based stock awards (granted in the form of time-based RSUs (40%), performance-based RSUs (50%)and making up 30% of the total grant date fair value of the awards), and non-qualified stock options (10%)(making up 10% of the total grant date fair value of the awards), as in 2016.2021.

For the 20172022 performance-based RSUs, the Compensation Committee approved performance metrics for the performance-based RSUs split equally between (1) a relative total shareholder return (“TSR”) formula measured at the end of a three-year performance period (using a 45-day price averaging method at both the beginning and

The final number of performance-based RSUs earned will be determined by the Compensation Committee and the independent members of the Board, as applicable, upon the completion of the three-year performance period. All of the performance-based RSUs earned will vest at the end of the three-year performance period. No performance-based RSUs will vest if the named executive officer is no longer an employee at the end of the three-year period; provided, however,period, except that if the named executive officer’s employment ends prior to the