The Board has determined that the following directors are independent using the criteria
identified above: Michael A. Bradley, Edwin J. Gillis, Timothy E. Guertin, Peter Herweck, Mercedes Johnson, Marilyn Matz, Ford Tamer, and Paul J. Tufano. In determining the independence of Teradynes directors, the Board reviewed and determined
that the following did not preclude a determination of independence under Teradynes standards: Ms. Johnsons position as a director of Analog Devices, Inc., both a Teradyne supplier and customer, as a director of Synopsys, Inc., both
a Teradyne customer and supplier, and as a director of Millicom International Cellular S.A., a Teradyne supplier; Mr. Bradleys position as a director of Avnet, Inc., both a Teradyne customer and supplier; and Mr. Tamers
position as a director of Marvell Technology, Inc., a Teradyne customer. Teradynes business with Analog Devices, Synopsys, Millicom, Avnet and Marvell during 2021 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 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 Companys Chief Executive Officer during a twelve-month period within the last three years. The Board has determined that Mark E. Jagiela is not independent because he is
Teradynes Chief Executive Officer.
All members of the Companys 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 Nasdaq, as well as Teradynes standards.
The independent directors of the Board and its standing committees periodically meet without management present.
Board Leadership Structure and Self-Assessment
Since May 2021, Mr. Tufano has served as an independent Chair of the Board. The Board believes that having an independent Chair is the
preferred corporate governance structure for the Company because it strikes an effective balance between management and independent leadership participation in the Board process.
The Board and each of its committees annually undertake a self-assessment, including an evaluation of its composition, mandate and function.
The Chair of the Nominating and Corporate Governance Committee manages this annual process and implementation of any action items resulting from the process. For example, as a result of one of the Boards self-assessments in which the directors
expressed their interest in having a separate strategy discussion, an annual strategic session with management was implemented starting in 2018.
Code
of Ethics
The Code of Conduct is Teradynes ethics policy. The Company deploys Code of Conduct training to all new full and part
time employees and contractors as part of the on-boarding process and administers annual Code of Conduct refresher training to all employees at the end of each year, which includes a video presentation, quiz
and compliance certification. The Code of Conduct training covers a variety of topics, including anti-corruption and bribery, proper workplace conduct, diversity, equity and inclusion, unconscious bias, avoiding conflicts of interest, cybersecurity
and information security and protection in the workplace, environmental best practices in the workplace, health and safety practices, and proper use of social media. The Board has established a means for anyone to report violations of the ethics
policy on a confidential or anonymous basis. Teradynes Code of Conduct is available on Teradynes web site at www.teradyne.com under the Governance section of the Investor Relations link.
Teradyne shall disclose any change to or waiver from the Code of Conduct granted to an executive officer or director within four business days
of such determination by disclosing the required information on its web site at www.teradyne.com under the Governance section of the Investor Relations link.
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