0000006281-22-000146.txt : 20220406 0000006281-22-000146.hdr.sgml : 20220406 20220406174757 ACCESSION NUMBER: 0000006281-22-000146 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220404 FILED AS OF DATE: 20220406 DATE AS OF CHANGE: 20220406 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mahendra-Rajah Prashanth CENTRAL INDEX KEY: 0001609983 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07819 FILM NUMBER: 22811560 MAIL ADDRESS: STREET 1: C/O WABCO HOLDINGS INC. STREET 2: ONE CENTENNIAL AVENUE CITY: PISCATAWAY STATE: NJ ZIP: 08855 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ANALOG DEVICES INC CENTRAL INDEX KEY: 0000006281 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042348234 STATE OF INCORPORATION: MA FISCAL YEAR END: 1029 BUSINESS ADDRESS: STREET 1: ONE ANALOG WAY CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: 7813294700 MAIL ADDRESS: STREET 1: ONE ANALOG WAY CITY: WILMINGTON STATE: MA ZIP: 01887 4 1 wf-form4_164928165932898.xml FORM 4 X0306 4 2022-04-04 0 0000006281 ANALOG DEVICES INC ADI 0001609983 Mahendra-Rajah Prashanth ONE ANALOG WAY WILMINGTON MA 01887 0 1 0 0 SVP, Finance & CFO Restricted Stock Unit (RSU) 0.0 2022-04-04 4 A 0 12245 0 A Comm Stock - $.16-2/3 value 12245.0 12245 D Performance-Based Restricted Stock Unit 0.0 2022-04-04 4 A 0 7785 0 A Comm Stock - $.16-2/3 value 7785.0 7785 D Performance-Based Restricted Stock Unit 0.0 2022-04-04 4 A 0 12360 0 A Comm Stock - $.16-2/3 value 12360.0 12360 D The Restricted Stock Units granted to the Reporting Person on April 4, 2022 vest in equal installments on the first, second, third and fourth anniversaries of March 15, 2022. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company. Unless earlier forfeited under the terms of the Performance-Based RSU, each Performance-Based RSU vests and converts into no more than 200% of one share of common stock of the Company upon the vesting date. Each Performance-Based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 200% of one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters relating to the Company's relative total shareholder return (TSR) performance against the TSR of a defined comparator group of companies, as approved by the Company's Compensation Committee, over a three-year performance period beginning on the grant date and ending on March 15, 2025. Each Performance-Based RSU represents the right to receive, following vesting, up to 200% of one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters relating to the Company's financial performance, as approved by the Company's Compensation Committee, over a one-year performance period, two-year cumulative performance period and three-year cumulative performance period, and vesting on the third anniversary of March 15, 2022. /s/ Shelly Shaw, Associate General Counsel, by Power of Attorney 2022-04-06 EX-24 2 subpoa-xmkstossandja.htm MAHENDRA-RAJAH POA 
SUBSTITUTE POWER OF ATTORNEY

      Pursuant to a written Limited Power of Attorney for Section 16 Reporting Obligations granted by each of the following individuals (collectively, the "Powers of Attorney"), copies of which were previously filed with the Securities and Exchange Commission, the undersigned has been constituted and appointed true and lawful attorney-in-fact and agent, with full powers of substitution and revocation, to do and perform every act and thing whatsoever requisite, necessary or proper to be done in the exercise of the rights and powers granted in such Powers of Attorney:
      James A. Champy
      Anantha P. Chandrakasan
      Martin Cotter
      Tunc Doluca
      Bruce R. Evans
      Edward H. Frank
      Laurie H. Glimcher
      Karen M. Golz
      Gregory N. Henderson
      Mercedes Johnson
      Mark M. Little
      Prashanth Mahendra-Rajah
      Vincent Roche
      Anelise Angelino Sacks
      Kenton J. Sicchitano
      Ray Stata

      The undersigned, pursuant to the powers granted in the Powers of Attorney, hereby constitutes and appoints Janene Asgeirsson and Shelly Shaw as substitute to the undersigned attorney-in-fact, with full power and authority to do and perform every act and thing whatsoever requisite, necessary or proper to be done in the exercise of the rights and powers granted to the undersigned in the Powers of Attorney.  For the avoidance of doubt, the foregoing appointment shall not serve as a revocation of the powers granted to the undersigned in the Powers of Attorney.
      This Substitute Power of Attorney shall remain in full force and effect with respect to each individual listed above, until the underlying Power of Attorney is revoked or terminated, unless earlier revoked by the undersigned in a signed writing.

IN WITNESS WHEREOF, the undersigned has caused this Substitute Power of Attorney to be executed as of this 3rd day of March, 2022.



Signature


/s/ Margaret K. Seif
Print Name







\\\DC - 57385/2 - #1301253 v1







\\\DC - 57385/2 - #1301253 v1