0000904454-24-000115 3 2 20240202 20240207 20240207 Driscoll Ryan 0001479936 3 34 001-06462 24604893 978-370-1235 TERADYNE INC. 600 RIVERPARK DRIVE NORTH READING MA 01864 TERADYNE, INC 0000097210 3825 08 Industrial Applications and Services 042272148 MA 1231 600 RIVERPARK DRIVE NORTH READING MA 01864 978-370-2700 600 RIVERPARK DRIVE NORTH READING MA 01864 TERADYNE INC 19920703 3 1 ownership.xml FORM 3 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB Number: Washington, D.C. 20549 3235-0104 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF Estimated SECURITIES average burden hours per response... 0.5 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting 2. Date of Event 3. Issuer Name and Ticker or Trading Person * Requiring Symbol Driscoll Ryan Statement TERADYNE, INC [TER] (MM/DD/YYYY) 2/2/2024 (Last) (First) (Middle) 4. Relationship of Reporting Person(s) to Issuer (Check TERADYNE, INC., 600 RIVERPARK all applicable) DRIVE _____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) VP, General Counsel, Secretary / (Street) 5. If Amendment, 6. Individual or Joint/Group NORTH READING, MA 01864 Date Original Filing(Check Applicable Line) (City) (State) (Zip) Filed(MM/DD/YYYY) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1.Title of Security 2. Amount of 3. 4. Nature of Indirect (Instr. 4) Securities Ownership Beneficial Ownership Beneficially Owned Form: (Instr. 5) (Instr. 4) Direct (D) or Indirect (I) (Instr. 5) Common Stock (1) 5,036.0774 (1) D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivate Security 2. Date Exercisable 3. Title and 4. 5. 6. Nature of (Instr. 4) and Expiration Date Amount of Conversion Ownership Indirect (MM/DD/YYYY) Securities or Form of Beneficial Underlying Exercise Derivative Ownership Derivative Price of Security: (Instr. 5) Security Derivative Direct (D) (Instr. 4) Security or Indirect (I) Date Expiration Title Amount (Instr. 5) Exercisable Date or Number of Shares Stock Option (Right to Buy) (2) 2/1/2031 Common 2,134 $95.14 D Stock Explanation of Responses: (1) Includes 4,193 restricted stock units ("RSUs") granted to the Reporting Person under the Issuer's 2006 Equity and Cash Compensation Incentive Plan. Each RSU represents the right to receive one share of Common Stock. The RSUs vest as follows: (i) 2,523 RSUs granted on February 1, 2024 vest 25% per year over four years beginning on February 1, 2025; (ii) 980 RSUs granted on January 27, 2023 vest as to 327 shares on January 27, 2025, 326 shares on January 27, 2026 and 327 shares on January 27, 2027; (iii) 469 RSUs granted on January 28, 2022 vest as to 234 shares on January 28, 2025 and 235 shares on January 28, 2026; and (iv) 221 RSUs granted on January 29, 2021 vest on January 29, 2025. (2) This option vests 25% per year over four years beginning on February 1, 2025, the first anniversary of the grant. Remarks: Exhibit List: Exhibit 24 - Power of Attorney Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Driscoll Ryan TERADYNE, INC. VP, General Counsel, 600 RIVERPARK DRIVE Secretary NORTH READING, MA 01864 Signatures /s/ Ryan E. Driscoll 2/7/2024 ** Signature of Reporting Person Date Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 5(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. EX-24 2 poa.htm EXHIBIT 24 TO FORM 3 POWER OF ATTORNEY I, Ryan E. Driscoll, hereby authorize and designate each of Teradyne, Inc.'s then serving Chief Financial Officer, General Counsel, Corporate Counsel, Secretary, Assistant Secretary or Corporate Controller or any of their respective designees, signing singly, as my true and lawful attorney-in-fact to: (1) execute for and on my behalf, in my capacity as a Section 16 filer with respect to Teradyne, Inc. (the "Company"), a Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder; (2) do and perform any and all acts for and on my behalf which may be necessary or desirable to complete and execute any such Form ID and Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the Securities and Exchange Commission, any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby further grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until I am no longer required to file a Form ID and Forms 3, 4 and 5 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this 2nd day of February, 2024. /s/ Ryan E. Driscoll Ryan E. Driscoll