AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 2/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Proprietary technology, share gains and UR+ identify plausible advantages, but do not establish barriers protecting economic returns.
durability · — · Several periods of demand strength demonstrate commercial relevance, but cannot establish a durable technological or ecosystem advantage.
customer dependency · — · Customer concentration establishes Teradyne's dependence on major buyers; it does not establish buyers' dependence on Teradyne. Switching costs are undisclosed.
erosion resilience · — · Share gains coexist with competing product capabilities and actual trade restrictions. The passages cannot establish how well a structural advantage withstands those pressures.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · — · Disclosed efforts to increase prices do not establish accepted net-price increases or cuts. Margin improvements attributed primarily to volume and mix do not resolve realized pricing.
retention · 2/4 · Consecutive quarters of memory and robotics demand, together with rising paid extended-warranty deferrals, provide indirect evidence of continuing customer engagement. They do not establish same-customer repeat rates or lock-in, and orders remain cancellable.
margin resilience · 3/4 · Quarterly gross margin rose from 57.2% to 59.8%, and first-half gross margin from 58.9% to 60.3%, alongside strong operating demand. This demonstrates recent resilience, primarily from volume and mix; it does not demonstrate pricing-led protection through a downturn.
contractual freedom · 1/4 · Customers may delay deliveries or cancel orders without advance notice, subject to possible penalties, limiting committed demand and bargaining protection. Specific price-reset rights are undisclosed; possible inability to pass through costs is a risk rather than a demonstrated pricing failure.
Predictability80
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 12.42
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 4.62
Financial strength—
Missing required inputs: debtFcfGrade, netDebtEbitGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 79.83
- Interest coverage (x)
- 94.95
- Current ratio (x)
- 1.75
Capital allocation—
Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- 0.17
- 3-year average SBC / revenue (%)
- 2.10
- cashConversionGrade
- 87.37
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual cash generation and continued investment support a mixed assessment. In 2025, distributions of $785 million exceeded both operating and free cash flow, while substantial purchase commitments increased exposure to demand forecasts. The completed $157.8 million MLTP investment and 2026 repurchases are documented, but acquisition returns and repurchase value creation are not established.
incentive alignment · 3/4 · Existing multi-year TSR and profitability awards, four-year equity vesting and actual differentiated performance-award outcomes demonstrate meaningful alignment. The 2023 award determination combined a maximum TSR result with below-target PBIT achievement. Continued retirement vesting and missing actual ownership holdings limit the conclusion.
execution · 3/4 · Memory-test share gains, record Semiconductor Test revenue, five consecutive quarters of robotics growth and broad Product Test growth demonstrate strong recent execution. Attribution to management is partly indirect because AI demand and market conditions also contribute; the earlier robotics decline prevents an exceptional durability assessment.
governance · 3/4 · An independent chair, independent committees, executive sessions, 97.78% meeting attendance and an adopted related-party review policy support strong disclosed governance. These are actual arrangements and attendance disclosures, without proof of exceptional long-term oversight effectiveness.
Evidence
The development of our products, both hardware and software, is based in significant part on proprietary information, our brands and technology.
Business / proprietary technology · Filed 19/02/2026
Memory test revenue remained stable despite a smaller overall market, supported by share gains in high bandwidth memory (“HBM”) and DRAM final test applications.
Business overview / 2025 memory-test share gains · Filed 19/02/2026
In memory, revenue exceeded $200 million for the third consecutive quarter, reflecting strong demand for high bandwidth memory (“HBM”) and DRAM test solutions supporting AI compute deployments, as well as renewed demand for NAND final test applications.
MD&A / memory-test demand · Filed 31/07/2026
During the first quarter of 2026, our Semiconductor Test segment delivered record results, driven primarily by continued strength in Artificial Intelligence (“AI”)–related demand across compute and memory applications resulting in Semiconductor Test revenue alone exceeding $1.0 billion for the first time.
MD&A / first-quarter 2026 Semiconductor Test results · Filed 01/05/2026
Some of our competitors have introduced or announced new products with certain performance characteristics which may be considered equal or superior to those we currently offer.
Competition / competing product performance · Filed 19/02/2026
The market for our test products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment.
Business / test-equipment customer concentration · Filed 19/02/2026
While it is difficult to quantify the exact impact, current trade restrictions are limiting our ability to be competitive, particularly in certain markets, where some competitors are not subjected to the same restrictions.
Business overview / current trade restrictions · Filed 19/02/2026
Competitors in the Semiconductor Test segment include, among others, Advantest Corporation, SPEA S.p.A., and Cohu, Inc.
Business / named Semiconductor Test competitors · Filed 20/02/2025
We also face competition from emerging Asian companies and from internal supply at several of our customers.
Competition / emerging suppliers and internal customer supply · Filed 20/02/2025
An extensive ecosystem (“UR+”) has grown around the company's cobot technology, creating innovation and choice for customers and a wide range of components, kits and solutions to suit numerous applications.
Business / UR+ ecosystem · Filed 19/02/2026
Strong Robotics revenue of $100 million, marked the fifth consecutive quarter of sequential growth, driven primarily by demand from electronics manufacturing and semiconductor customers, which has become the segment's largest end-market.
MD&A / robotics revenue and sequential growth · Filed 31/07/2026
Competitors in our Robotics segment include manufacturers of traditional industrial robots such as KUKA Robotics Corporation, ABB, FANUC, Staubli and Yaskawa Electric Corporation, companies with emerging collaborative robot offerings such as Techman, Doosan, Jaka, and AUBO Robotics, and manufacturers of autonomous mobile robots in the material handling space such as Omron, Rockwell Automation, Junion, HikRobot, Agilox, and KION.
Business / named Robotics competitors · Filed 20/02/2025
2024 was a very weak industrial automation market resulting in a year-over-year decline in Robotics revenues while outperforming our peer group.
Business overview / 2024 robotics revenue decline · Filed 20/02/2025
We also have been, and may continue to attempt to, offset the effect of these inflationary pressures by increasing the prices of our products.
Risk factors / efforts to increase product prices · Filed 20/02/2025
Gross Profit Our gross profit was as follows: For the Three Months Ended June 28, 2026 June 29, 2025 Dollar/Point Change (in millions) Gross profit $ 794.6 $ 373.0 $ 421.6 Percent of total revenues 59.8 % 57.2 % 2.6 Gross profit as a percent of revenue increased by 2.6 points, primarily due to higher sales and product mix in Semiconductor Test.
MD&A / quarterly gross-profit change and drivers · Filed 31/07/2026
Gross Profit Our gross profit was as follows: For the Six Months Ended June 28, 2026 June 29, 2025 Dollar/Point Change (in millions) Gross profit $ 1,575.6 $ 788.3 $ 787.3 Percent of total revenues 60.3 % 58.9 % 1.4 Gross profit as a percent of revenue increased by 1.4 points, primarily due to higher sales volume in Semiconductor Test.
MD&A / first-half gross-profit change and drivers · Filed 31/07/2026
Our backlog at any particular date is not necessarily indicative of the actual sales for any succeeding period because our customers may delay delivery of products or cancel orders without advanced notice, subject to possible cancellation penalties.
Business / customer delivery delays and cancellation rights · Filed 19/02/2026
As of June 28, 2026, and December 31, 2025, Teradyne had a product warranty accrual of $25.7 million and $19.2 million, respectively, included in other accrued liabilities and revenue deferrals related to extended warranties of $78.1 million and $55.9 million, respectively, included in short and long-term deferred revenue and customer advances.
Commitments and contingencies / extended-warranty revenue deferrals · Filed 31/07/2026
Teradyne generated $674.4 million in operating cash flow and $450 million in free cash flow(1) in 2025 and returned $785 million, or 116% of operating cash flow or 174% of free cash flow, to our shareholders through share repurchases and dividends.
Fiscal 2025 performance / cash generation and shareholder distributions · Filed 27/03/2026
The purchase commitments covered by the agreements aggregate to approximately $1,473.0 million, of which $1,415.1 million is for less than one year.
Commitments and contingencies / purchase commitments · Filed 19/02/2026
D. ACQUISITIONS MultiLane Test Products On April 8, 2026, Teradyne and HTP Holding SAL (“MultiLane”) formed a joint venture, MultiLane Test Products Holding LLP (“MLTP”), in which Teradyne holds a controlling 75% ownership interest, with the remaining 25% attributable to noncontrolling interests, for a total purchase price of $157.8 million, subject to customary post-closing adjustments.
Acquisitions / completed MLTP transaction · Filed 31/07/2026
During the six months ended June 28, 2026, Teradyne repurchased 0.2 million shares of common stock for a total cost of $74.2 million at an average price of $341.89 per share.
Equity / first-half 2026 share repurchases · Filed 31/07/2026
| 2026 Notice of Annual Meeting & Proxy Statement | Page 41 Executive Compensation 2025 Executive Compensation Core Compensation Element Purpose Key Characteristics Base Salary • Compensates our executive officers for expected levels of day-to-day performance • Reflects expertise and scope of responsibilities in a competitive market for executive talent Annual Variable Cash Opportunity • Aligns executive officer performance with near-term financial and organizational objectives • Multiple measurable performance metrics: ▪ Including financial and organizational performance metrics • Requires significant levels of achievement before payments are earned Annual Profit Bonus Award Opportunity • Allows eligible employees to participate in our growth by encouraging performance that increases profit • Payout is based on the annual PBIT percentage (non-GAAP profit before interest and taxes) for the combined Semiconductor Test and Product Test (excluding Wireless Test) results measured against peer profitability targets • Each division excluded from the Profit Bonus Plan, including Robotics, is eligible to receive a profit-sharing or growth plan cash incentive based on certain specified financial goals Annual Performance-based RSUs • Aligns interests of executive officers with long-term shareholder interests through incentivizing PBIT and relative stock price growth over a multi-year performance period • Modifier helps align payouts with shareholder experience • Encourages retention • 50% of the performance-based RSUs vest based upon the determination of Teradyne’s TSR performance relative to the New York Stock Exchange Composite Index over a three-year performance period • 50% of the performance-based RSUs vest based on three-year cumulative PBIT Annual Time-based RSUs • Aligns interests of executive officers with long-term shareholder interests as their value is tied to stock price growth • Encourages retention • Four-year vesting subject to continued employment Stock Options • Aligns interests of executive officers with long-term shareholder interests through incentivizing long-term stock price growth as stock options only become valuable if the stock price increases from the grant date • Encourages retention • Four-year vesting subject to continued employment • Expire seven years after the applicable grant date Base Salary To align cash compensation with 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 2025 base salaries for Messrs.
Executive compensation / existing incentive structure · Filed 27/03/2026
| 2026 Notice of Annual Meeting & Proxy Statement | Page 53 Executive Compensation In January 2026, the Compensation Committee reviewed performance against the 2023 performance-based RSU targets and determined actual achievement against those targets as described below: Metric Actual Performance % of Target Achievement TSR Teradyne’s TSR percentage point gain (104.69%) minus that of the NYA Index (40.60%) was determined at the end of fiscal 2025, resulting in 64.09% 200% PBIT(1) 21.08% 73.42% Total Final Achievement 136.71% (1) See Appendix A of this proxy statement for additional information regarding the non-GAAP financial measures discussed in this Compensation Discussion and Analysis section and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.
Executive compensation / actual 2023 performance-award achievement · Filed 27/03/2026
| 2026 Notice of Annual Meeting & Proxy Statement | Page 56 Executive Compensation NAME OF PLAN MATERIAL FEATURES RATIONALE Continued Retirement Vesting • If a named executive officer retires (or otherwise terminates due to death or a termination without cause) after at least 10 years of service and having reached the age of 60, then performance-based RSUs will vest on the third anniversary of the date of grant based on actual performance at the end of the performance period (provided any performance-based RSUs awarded less than 365 days prior to the date of termination will be prorated based on the number of days the named executive officer was employed by Teradyne during the 365 day period) • Pursuant to an Executive Retirement Policy adopted by the Board in January 2024 (the “Executive Retirement Policy”), if a named executive officer retires after reaching the age of 65 and has at least 10 years of service to Teradyne, then unvested time-based RSUs and unvested stock options granted will continue to vest (provided any time-based awards awarded less than 365 days prior to the date of termination will be prorated based on the number of days the named executive officer was employed by Teradyne during the 365 day period) and any vested stock options (including those that become vested pursuant to the Executive Retirement Policy) may be exercised for the remainder of the generally applicable term of such option, which in all cases is no later than 7 years from the date of grant • Continued vesting following retirement or termination, other than for cause, is subject to the named executive officer’s continued compliance with any post-employment obligations to Teradyne • Preserves morale and productivity and encourages long-term retention of our executive officers • Retirement vesting is consistent with competitive market practice • Performance awards only pay out based on actual performance, consistent with governance best practices Other Benefits TYPE OF PLAN MATERIAL FEATURES RATIONALE 401(k) Plan In the U.S., Teradyne maintains the Teradyne, Inc.
Executive compensation / continued retirement vesting · Filed 27/03/2026
Teradyne’s current policies and practices include the following: Sound Governance Practices Executive sessions of independent directors at Board meetings Robust director and executive officer stock ownership guidelines Policy prohibiting employees and directors from hedging and pledging Teradyne stock Board access to management and independent advisors Independent registered public accounting firm and internal auditor meet regularly with Audit Committee without management Directors may be removed by a shareholder vote with or without cause Policy promoting equal opportunity for all employees Independence and Board Composition Independent Board Chair Independent directors constitute a majority of the Board and all members of the Board committees Annual Nominating and Corporate Governance Committee review of Board composition, skills, demographics and refreshment and succession plan Directors must be 74 years or younger as of the date of their election or appointment with no exceptions or conditions Review and Oversight Annual Board and committee self-assessments Annual Board evaluation of CEO performance Annual review of non-employee director compensation and cap on the aggregate value of total annual compensation to non-employee directors Nominating and Corporate Governance Committee review of director’s change in position or employment Board oversight of enterprise risk management, including cybersecurity and data protection, artificial intelligence, and sustainability risks Annual Board review of executive succession plan Teradyne, Inc.
Corporate governance / current board and oversight practices · Filed 27/03/2026
2025 Average Board and Committee Meeting Attendance 97.78% Teradyne, Inc.
Corporate governance / 2025 meeting attendance · Filed 27/03/2026
Our Board has adopted a written Related‑Party Transactions Policy that requires the Audit Committee to review and approve or ratify any transaction in which the Company participates and a “Related Person” has a direct or indirect material interest, as defined under Item 404(a) of Regulation S‑K (generally transactions exceeding $120,000).
Related-party transactions / adopted review policy · Filed 27/03/2026
Within Product Test Group, revenue increased 26% year over year and 33% sequentially, reflecting broad-based growth across multiple markets and applications.
MD&A / Product Test revenue growth · Filed 31/07/2026
We may also not be fully able to pass additional costs on to our customers, which could have a negative impact on our results of operations and financial condition.
Risk factors / possible limits to cost pass-through · Filed 19/02/2026
