Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Pay versus Performance

In accordance with Item 402(v) of Regulation S-K, the Company is providing the following information about the relationship between executive compensation actually paid, as computed under SEC rules, and certain financial performance of the Company. For more information about the Company’s executive compensation program, refer to the “Compensation Discussion and Analysis” section starting on page 29 and the compensation tables starting on page 45.

Pay versus Performance Table


Year	Summary Compensation Table Total for PEO(1)		Compensation Actually Paid to PEO(2)			Average Summary Compensation Table Total for Non-PEO NEOs(3)		Average Compensation Actually Paid to Non-PEO NEOs(4)			Value of Initial Fixed $100 Investment Based On:				Net Income ($MM)(6)		PBIT 4 (%)(7)

											Total Shareholder Return		Peer Group Total Shareholder Return(5)
(a)	(b)		(c)			(d)		(e)			(f)		(g)		(h)		(i)
2022	$	10,601,249	$	(16,408,806	)	$	2,665,821	$	(1,673,638	)	$	129.70	$	157.85	$	715.5		28	%
2021	$	10,954,713	$	37,477,207		$	2,495,173	$	6,687,782		$	241.76	$	246.07	$	1,014.6		33	%
2020	$	10,366,962	$	38,723,342		$	2,200,641	$	6,002,932		$	176.71	$	161.36	$	784.1		30	%

(1)	The amounts in column (b) are the amounts reported for our Principal Executive Officer, Mark E. Jagiela, in the “Total” column of the Summary Compensation Table for each applicable fiscal year.

(2)

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Jagiela, as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Jagiela during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Mr. Jagiela’s total compensation for each year to determine the compensation actually paid:


Year	Reported Summary Compensation Table Total for PEO		Reported Value of Equity Awards(a)			Equity Award Adjustments(b)			Reported Change in the Actuarial Present Value of Pension Benefits(c)			Pension Benefit Adjustments(d)		Compensation Actually Paid to PEO
2022	$	10,601,249	$	(7,809,305	)	$	(19,200,750	)	$	—		$	—	$	(16,408,806	)
2021	$	10,954,713	$	(6,967,898	)	$	33,490,392		$	—		$	—	$	37,477,207
2020	$	10,366,962	$	(6,924,411	)		35,341,904		$	(61,113	)	$	—	$	38,723,342

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following, in each case, to the extent applicable: (i) the

year-end

fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are

4	See Appendix A of this proxy statement for additional information regarding the non-GAAP financial measures discussed in this Pay versus Performance table (PBIT) and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:


Year	Year End Fair Value of Equity Awards Granted in the Year		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments
2022	$	5,951,742	$	(20,098,995	)	$	—	$	(5,053,497	)	$	—	$	—	$	(19,200,750	)
2021	$	14,187,235	$	17,214,099		$	—	$	2,089,059		$	—	$	—	$	33,490,392
2020	$	16,917,961	$	18,293,731		$	—	$	130,212		$	—	$	—	$	35,341,904

(c)

The amounts included in this column are the amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year.

(d)

The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Jagiela during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:


Year	Service Cost		Prior Service Cost		Total Pension Benefit Adjustments
2022	$	—	$	—	$	—
2021	$	—	$	—	$	—
2020	$	—	$	—	$	—

(3)

The amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Jagiela) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The

Non-PEO

NEOs included for purposes of calculating the amounts in column (d) and in column (e) are as follows: (i) for 2022, Sanjay Mehta, Charles J. Gray, Richard J. Burns and Gregory S. Smith; (ii) for 2021, Sanjay Mehta, Charles J. Gray, Bradford B. Robbins and Gregory S. Smith; and (iii) for 2020, Sanjay Mehta, Charles J. Gray, Richard J. Burns and Gregory S. Smith.

(4)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Jagiela), as computed in accordance with Item 402(v) of

Regulation S-K.

The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Jagiela) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to average total

compensation for the NEOs as a group (excluding Mr. Jagiela) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:


Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs		Average Reported Value of Equity Awards			Average Equity Award Adjustments(a)			Average Reported Change in the Actuarial Present Value of Pension Benefits			Average Pension Benefit Adjustments(b)		Average Compensation Actually Paid to Non-PEO NEOs
2022	$	2,665,821	$	(1,506,542	)	$	(2,832,916	)	$	—		$	—	$	(1,673,638	)
2021	$	2,495,173	$	(1,178,493	)	$	5,376,688		$	(39,988	)	$	34,402	$	6,687,782
2020	$	2,200,641	$	(1,044,919	)	$	4,847,210		$	—		$	—	$	6,002,932

(a)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:


Year	Average Year End Fair Value of Equity Awards Granted in the Year		Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years			Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year		Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Average Equity Award Adjustments
2022	$	1,188,442	$	(3,043,775	)	$	—	$	(977,583	)	$	—	$	—	$	(2,832,916	)
2021	$	2,399,542	$	2,697,209		$	—	$	279,938		$	—	$	—	$	5,376,688
2020	$	2,433,816	$	2,440,854		$	—	$	(27,460	)	$	—	$	—	$	4,847,210

(b)

The amounts deducted or added in calculating the total pension benefit adjustments are as follows:


Year	Average Service Cost		Average Prior Service Cost		Total Average Pension Benefit Adjustments
2022	$	—	$	—	$	—
2021	$	34,402	$	—	$	34,402
2020	$	—	$	—	$	—

(5)

Teradyne has chosen to compare the change in the cumulative total shareholder return (“TSR”) of its common stock with the TSR of the Morningstar Global Semiconductor Equipment & Materials GR USD Industry Group. The Morningstar Global Semiconductor Equipment & Materials GR USD Industry Group is the peer group used by the Company for purposes of Item 2(e) of Regulation

-K

under the Exchange Act in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2022.

(6)	Reflects net income as reported for each year in the company’s Annual Report on Form 10-K.

(7)

PBIT is the “company selected measure” for the “Pay versus Performance Table”. PBIT is a key metric for both the Company’s annual variable cash compensation program and the performance-based RSUs granted annually to the PEO and other NEOs. PBIT is a

non-GAAP

financial measure equal to GAAP income from operations excluding restructuring and other; amortization of acquired intangible assets; acquisition and divestiture related charges or credits; pension actuarial gains and losses;

non-cash

convertible debt interest expense; and certain other gains and charges. This PBIT metric used by the Compensation Committee in the variable cash compensation calculation is the same as the PBIT metric reported by the Company in the financial statements accompanying its quarterly earnings releases.

Company Selected Measure Name

PBIT

Named Executive Officers, Footnote [Text Block]

The

Non-PEO

Peer Group Issuers, Footnote [Text Block]

(5)

-K

under the Exchange Act in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2022.

PEO Total Compensation Amount

$ 10,601,249

$ 10,954,713

$ 10,366,962

PEO Actually Paid Compensation Amount

$ 16,408,806

37,477,207

38,723,342

Adjustment To PEO Compensation, Footnote [Text Block]

(2)

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Jagiela, as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Jagiela during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Mr. Jagiela’s total compensation for each year to determine the compensation actually paid:


Year	Reported Summary Compensation Table Total for PEO		Reported Value of Equity Awards(a)			Equity Award Adjustments(b)			Reported Change in the Actuarial Present Value of Pension Benefits(c)			Pension Benefit Adjustments(d)		Compensation Actually Paid to PEO
2022	$	10,601,249	$	(7,809,305	)	$	(19,200,750	)	$	—		$	—	$	(16,408,806	)
2021	$	10,954,713	$	(6,967,898	)	$	33,490,392		$	—		$	—	$	37,477,207
2020	$	10,366,962	$	(6,924,411	)		35,341,904		$	(61,113	)	$	—	$	38,723,342

(a)

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following, in each case, to the extent applicable: (i) the

year-end

4	See Appendix A of this proxy statement for additional information regarding the non-GAAP financial measures discussed in this Pay versus Performance table (PBIT) and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.


Year	Year End Fair Value of Equity Awards Granted in the Year		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments
2022	$	5,951,742	$	(20,098,995	)	$	—	$	(5,053,497	)	$	—	$	—	$	(19,200,750	)
2021	$	14,187,235	$	17,214,099		$	—	$	2,089,059		$	—	$	—	$	33,490,392
2020	$	16,917,961	$	18,293,731		$	—	$	130,212		$	—	$	—	$	35,341,904

(c)

The amounts included in this column are the amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year.

(d)


Year	Service Cost		Prior Service Cost		Total Pension Benefit Adjustments
2022	$	—	$	—	$	—
2021	$	—	$	—	$	—
2020	$	—	$	—	$	—

Non-PEO NEO Average Total Compensation Amount

$ 2,665,821

2,495,173

2,200,641

Non-PEO NEO Average Compensation Actually Paid Amount

$ (1,673,638)

6,687,782

6,002,932

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(4)

Regulation S-K.

S-K,

the following adjustments were made to average total

compensation for the NEOs as a group (excluding Mr. Jagiela) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:


Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs		Average Reported Value of Equity Awards			Average Equity Award Adjustments(a)			Average Reported Change in the Actuarial Present Value of Pension Benefits			Average Pension Benefit Adjustments(b)		Average Compensation Actually Paid to Non-PEO NEOs
2022	$	2,665,821	$	(1,506,542	)	$	(2,832,916	)	$	—		$	—	$	(1,673,638	)
2021	$	2,495,173	$	(1,178,493	)	$	5,376,688		$	(39,988	)	$	34,402	$	6,687,782
2020	$	2,200,641	$	(1,044,919	)	$	4,847,210		$	—		$	—	$	6,002,932

(a)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:


Year	Average Year End Fair Value of Equity Awards Granted in the Year		Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years			Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year		Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Average Equity Award Adjustments
2022	$	1,188,442	$	(3,043,775	)	$	—	$	(977,583	)	$	—	$	—	$	(2,832,916	)
2021	$	2,399,542	$	2,697,209		$	—	$	279,938		$	—	$	—	$	5,376,688
2020	$	2,433,816	$	2,440,854		$	—	$	(27,460	)	$	—	$	—	$	4,847,210

(b)

The amounts deducted or added in calculating the total pension benefit adjustments are as follows:


Year	Average Service Cost		Average Prior Service Cost		Total Average Pension Benefit Adjustments
2022	$	—	$	—	$	—
2021	$	34,402	$	—	$	34,402
2020	$	—	$	—	$	—

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid and Cumulative TSR

As illustrated by the following graph, the amount of compensation actually paid to Mr. Jagiela and the average amount of compensation actually paid to the NEOs as a group (excluding Mr. Jagiela) is generally aligned with the Company’s cumulative TSR over the years presented in the graph. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented in the graph is because a significant portion of the compensation actually paid to Mr. Jagiela and to the other NEOs is comprised of equity awards, including time-based RSUs, performance-based RSUs, and stock options. As illustrated by the following graph, the Company’s cumulative TSR over the three years presented was 28.1%, while the cumulative TSR of the Morningstar Global Semiconductor Equipment & Materials GR USD Industry Group was 57.85%

Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid and Net Income

As illustrated by the following graph, the amount of compensation actually paid to Mr. Jagiela and the average amount of compensation actually paid to the NEOs as a group (excluding Mr. Jagiela) is generally aligned with the Company’s net income over the years presented in the graph. While the Company does not specifically use annual net income as a performance measure in the executive compensation program, the measure of net income is correlated with PBIT, a key metric for the Company’s annual variable cash compensation program and the performance-based RSUs granted annually to all NEOs

Compensation Actually Paid vs. Company Selected Measure [Text Block]

ompensation Actually Paid and PBIT

non-GAAP

financial measure used by the Compensation Committee in the variable cash compensation calculation and is the same as the PBIT metric reported by the Company in the financial statements accompanying its quarterly earnings releases. While the Company uses numerous financial and

non-financial

performance measures for the purpose of evaluating performance for its executive compensation program, the

Company has determined that PBIT is the most important performance measure to link compensation actually paid to the NEOs to Company performance

Total Shareholder Return Vs Peer Group [Text Block]

Compensation Actually Paid and Cumulative TSR

Tabular List [Table Text Block]

List of Most Important Financial Performance Measures

The following table lists the most important financial performance measures used by our Compensation Committee for determining executive pay in 2022 and linking compensation actually paid to Company performance. The role of each of these financial performance measures on our NEOs’ compensation is discussed in the “Compensation Discussion and Analysis” section above.

Financial Performance Measures for 2022

Annual PBIT (

component of NEO variable compensation

)

Two-year

rolling revenue growth rate (

component of NEO variable compensation

)

Three-year cumulative PBIT (

component of NEO performance-based RSU awards

)

Three-year TSR (