TERADYNE, INC.

600 Riverpark Drive

North Reading, Massachusetts 01864

PROXY STATEMENT

March 29, 20182024

Proxies in the form provided by Teradyne, Inc. (“Teradyne” or the “Company”) are solicited by the Board of Directors (“Board”) of Teradyne for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday,Thursday, May 8, 2018,9, 2024, at 10:00 A.M. Eastern Time, at the offices of Teradyne, Inc. at 600 Riverpark Drive, North Reading, Massachusetts 01864.

Only shareholders of record as of the close of business on March 15, 201814, 2024 (the “Record Date”) will be entitled to vote at this annual meetingthe Annual Meeting and any adjournments thereof. As of the Record Date, 194,727,132152,973,620 shares of common stock were issued and outstanding. Each share outstanding as of the Record Date will be entitled to one vote, and shareholders may vote in person or by proxy. Delivery of a proxy will not in any way affect a shareholder’s right to attend the annual meetingAnnual Meeting and vote in person. Any shareholder delivering a proxy has the right to revoke it only by written notice to the Secretary or Assistant Secretary delivered at any time before it is exercised, including at the annual meeting.Annual Meeting. All properly completed proxy forms returned in time to be cast at the annual meetingAnnual Meeting will be voted. Shareholders attending the Annual Meeting will be provided an opportunity to ask questions of the Board and management, including the Company appointed proxies, Gregory S. Smith, Ryan E. Driscoll, and Gregory W. McIntosh.

Important Notice Regarding the Availability of Proxy Materials for

the ShareholderThe Annual Meeting to be Held on May 8, 20189, 2024

This Proxy Statement and the Accompanying Annual Report on Form 10-K, Letter to Shareholders, and Notice, are available atwww.proxyvote.com

At the meeting,Annual Meeting, the shareholders will consider and vote upon the following proposals put forth by the Board:

The Board recommends that you voteFOR the proposals listed above.

On or about March 29, 2018,2024, the Company mailed to its shareholders of record as of March 15, 201814, 2024, a notice containing instructions on how to access this proxy statement and the Company’s annual report online and to vote. Also on March 29, 2018,2024, the Company began mailing printed copies of these proxy materials to shareholders that have requested printed copies.

If you received a notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The notice also instructs you on how you may submit your

proxy overon the Internet.website listed on the proxy card and notice. If you received a notice by mail and would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting such materials included in the notice.

If a shareholder completes and submits a proxy, the shares represented by the proxy will be voted in accordance with the instructions for such proxy. If a shareholder submits a proxy card but does not fill out the voting instructions, shares represented by such proxy will be voted FOR each of the proposals listed above.

Shareholders may vote by proxy in one of the following three ways:

If you attend the Annual Meeting, you may vote in person even if you have previously returned your vote in accordance with one of the foregoing methods.

A majority of the outstanding shares represented at the meetingAnnual Meeting in person or by proxy shall constitute a quorum for the transaction of business. Abstentions and broker “non-votes” are counted as present or represented for purposes of determining the presence or absence of a quorum for the meeting. A “non-vote” occurs when a nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner. Brokers who hold shares on your behalf have discretionary authority to vote shares if specific instructions are not given with respect to routine matters. Although the determination of whether a nominee will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the SEC, we expect that Proposal Nos. 1, 2, and 3 will be non-routine matters and that Proposal No. 4 will be a routine matter. Accordingly, if your shares are held by a broker on your behalf and you do not instruct the broker as to how to vote your shares, your broker would not be entitled to exercise discretion to vote your shares on Proposal Nos. 1, 2, and 3. For this annual meeting, on all matters being submitted to shareholders,Annual Meeting, an affirmative vote of at least a majority of the shares voting on the matter at the meeting is required for approval.approval of Proposal Nos. 1, 2, and 4 and an affirmative vote of at least two-thirds of the shares outstanding and entitled to vote on the matter is required for approval of Proposal No. 3. Abstentions and broker “non-votes” are included in the number of shares present, or represented, at the Annual Meeting, but are not included in the number of shares voting at the Annual Meeting on non-routine matters. The vote on each matter submitted to shareholders is tabulated separately. Abstentions are not included in the number of shares present, or represented, and voting on each separate matter. Broker “non-votes” are also not included. An automated system administered by Teradyne’s transfer agent tabulates the votes.

The Board knows of no other mattermatters to be presented at the annual meeting.Annual Meeting. If any other matter should be presented at the annual meetingAnnual Meeting upon which a vote properly may be taken, shares represented by all proxies received by the Board will be voted in accordance with the judgment of those officers named as proxies and in accordance with the Securities and Exchange Commission’s (“SEC’s”) proxy rules. See the section entitled “Shareholder Proposals for 20192025 Annual Meeting of Shareholders” for additional information.

The Board presently consists of nine members, eight of whom are independent directors. Each director is elected annually for a one-year term. Ms. Matz joined the Board effective July 3, 2017. The current terms of the directors expire at the 2018 Annual Meeting of Shareholders.Meeting. The Board, based on the recommendation of the Nominating and Corporate Governance Committee, has nominated all current directors for re-election, other than Mr. ChristmanGuertin, who is retiring from the Board effective upon the conclusion of the 2018 Annual Meeting of Shareholders.Meeting. Teradyne has no reason to believe that any of the nominees will be unable to serve; however, if that should be the case, proxies will be voted for the election of some other person (nominated in accordance with Teradyne’s bylaws) or the Board will decrease the number of directors that currently serve on the Board. If elected, each director will hold office until the 20192025 Annual Meeting of Shareholders.

The Board recommends a vote FOR the election to the Board each of Mses. Johnson, Matz and Matzvan Kralingen and each of Messrs. Bradley, Gillis, Guertin, Jagiela, TufanoHerweck, Maddock, Smith, Tamer, and Vallee.Tufano.

The following table sets forth the nominees to be elected at this annual meeting,the Annual Meeting, the year each person was first appointed or elected, the principal occupation of that person during at least the past five years, that person’s age, any other public company boards on which the nominee serves or has served in the past five years, and the nominee’s qualifications to serve on the Board. In addition to the information presented below regarding each

nominee’s specific experience, background, qualifications, attributes and skills that led the Board to the conclusion that he or shethey should serve as a director, Teradyne also believes that all of its director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Teradyne and the Board. Additionally, Teradyne values the directors’ diversity and significant experience on other public company boards of directors and board committees.

Nominees for Directors

In January 2018, the executive officers achieved 154.5% of their target performance-based stock awards granted in 2015 based on Teradyne’s relative total shareholder return performance measured against the Philadelphia Semiconductor Index during the three-year performance period from January 2015 to January 2018.

The Company’s shareholders voted to approve the Say-on-Pay advisory proposal at the 2017 Annual Meeting of Shareholders with 93% of the votes cast approving the proposal. Notwithstanding this result, the Board of Directors continues to assess the Company’s executive compensation program to ensure it remains aligned with both short-term and long-term performance. For example, in 2018, the Company increased the PBIT rate target for variable cash compensation from 15% to 17% and increased the percentage PBIT required for maximum variable cash compensation payout from 25% to 30% and similarly increased the three-year cumulative PBIT rate component of the long term performance criteria for performance-based stock awards from 15% to 17% and increased the percentage PBIT required for maximum vesting of PBIT determined performance-based stock awards from 25% to 30%.

The performance-based variable cash compensation and equity awards are described in detail in the “Compensation Discussion and Analysis” section of this proxy statement.

The Company will report the results of the “Say-on-Pay” vote in a Form 8-K following the 2018 Annual Meeting of Shareholders.Meeting. The Company also will disclose in subsequent proxy statements how the Company’s compensation policies and decisions take into account the results of the shareholder advisory vote on executive compensation.

The Board recommends a vote FOR the advisory resolution approving the compensation of the Company’s named executive officers as described in this proxy statement.

PROPOSAL NO. 3

AMENDMENT TO THE ARTICLES OF ORGANIZATION TO LOWER THE VOTING REQUIREMENT FOR APPROVAL OF AN AMENDMENT OF THE ARTICLES OF ORGANIZATION AND FOR APPROVAL OF A VOLUNTARY DISSOLUTION OF THE COMPANY FROM A SUPER-MAJORITY TO A SIMPLE-MAJORITY

Section 10.03 of the Massachusetts Business Corporation Act requires the affirmative vote of at least two-thirds of the outstanding shares of the corporation entitled to vote on a matter in order to approve an amendment to the corporation’s articles of organization, unless the articles of organization provide for a lesser percentage. In addition, Section 14.02 of the Massachusetts Business Corporation Act requires the affirmative vote of at least two-thirds of the outstanding shares of the corporation entitled to vote on a matter in order to approve a voluntary dissolution of a corporation, unless the articles of organization provide for a lesser percentage. Because the Company’s Restated Articles of Organization (the “Articles”) do not provide for a lesser percentage, an amendment to the Articles or a voluntary dissolution of the Company must be approved by at least two-thirds of the Company’s outstanding shares entitled to vote on such matter.

Our Board is committed to high standards of corporate governance for the Company and its shareholders. The Board considered the advantages and disadvantages of the current “two-thirds of the outstanding shares” voting standard to amend the Articles or approve a voluntary dissolution. The Board believes that this proposal is consistent with our continuing commitment to best practices in corporate governance, including growing sentiment that the elimination of such a provision provides shareholders greater ability to participate in the corporate governance of the Company.

After careful consideration, on January 22, 2024, the Board unanimously approved, and recommends that the Company’s shareholders approve, an amendment to the Company’s Articles to add Article VI.D to the Articles, which provides that an amendment to the Articles may be approved by the affirmative vote of holders of a majority in interest of all stock issued, outstanding and entitled to vote on such matter and to add Article VI.E to the Articles, which provides that approval of a voluntary dissolution of the Company shall require the affirmative vote of holders of a majority in interest of all stock issued, outstanding and entitled to vote on such matter. The Board determined that this amendment to the Articles was in the best interests of the Company and its shareholders and directed this amendment to the Articles to be submitted to the shareholders for approval at the Annual Meeting.

If this amendment to the Articles is approved, as of the filing of the Restated Articles (defined below), the Company’s articles of organization and bylaws will not contain any supermajority voting requirements and, except for certain matters that, in accordance with the Massachusetts Business Corporation Act, require the affirmative vote of holders of a majority in interest of all stock issued, outstanding and entitled to vote on such matter, which matters will be set forth in Articles VI.B, VI.D and VI.E of the Restated Articles, all matters shall require the affirmative vote of the holders of a majority of the stock present or represented and voting on a matter or, in the case of a contested director election, a plurality of votes cast for directors. If this amendment to the Articles is approved, the affirmative vote of holders of a majority in interest of all stock issued, outstanding and entitled to vote on the matters set forth in Articles VI.B, VI.D and VI.E of the Restated Articles will be the closest voting standard to a requirement of an affirmative vote of a majority of votes cast that is permitted under the Massachusetts Business Corporation Act with respect to such matters.

Restated Articles of Organization

If approved, this amendment to the Articles would become effective upon filing of Restated Articles of Organization (the “Restated Articles”) with the Secretary of the Commonwealth of Massachusetts, the form of which is attached hereto as Appendix B, which, subject to shareholder approval, the Company intends to file promptly after the Annual Meeting.

Vote Required

The affirmative vote of the holders of at least two-thirds of shares outstanding and entitled to vote on this matter as of the Record Date is required for the approval of this proposal. Abstentions and “broker non-votes” will have the same effect as voting “against” the proposal.

The Board recommends a vote FOR the approval of the amendment to the Articles to lower the voting requirement for approval of an amendment to the Articles and approval of a voluntary dissolution of the Company from a super-majority to a simple-majority.

The Audit Committee has selected (and the Board of Directors has approved) PricewaterhouseCoopers LLP to serve as Teradyne’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2024. PricewaterhouseCoopers LLP, or its predecessor Coopers & Lybrand L.L.P., has served as Teradyne’s independent registered public accounting firm since 1968. The appointment of PricewaterhouseCoopers LLP is in the best interest of Teradyne’s shareholders. Teradyne expects that a representative from PricewaterhouseCoopers LLP will be at the annual meeting, will have the opportunity to make a statement if so desired and will be available to respond to appropriate questions. The ratification of this selection is not required by the laws of Thethe Commonwealth of Massachusetts, where Teradyne is incorporated, but the results of this vote will be considered by the Audit Committee in selecting an independent registered public accounting firm for future fiscal years.

The Board recommends a vote FOR ratification of the selection of PricewaterhouseCoopers LLP.

appearance of a conflict of interest; and other appropriate considerations.

Nominees shall be 74 years or younger as of the date of election or appointment. This requirement has no exceptions or conditions. No director may serve on more than four other public company boards.

The Board seeks nominees with a broad diversity of viewpoints, professional experience, education, geographic representation, backgrounds and skills. The backgrounds and qualifications of directors, considered as a group, should provide a significant composite mix of backgrounds, expertise and experience that will allow the Board to fulfill its responsibilities. The Board values racial, ethnic, cultural, gender, economic, professional and educational diversity in evaluating new candidates and seeks to incorporate a wide range of those attributes in Teradyne’s Board of Directors. Board composition isand succession planning are reviewed regularly to ensure that Teradyne’s directors reflect the knowledge, experience, skills and diversity required for the needs of the Board.

At the 2018 Annual Meeting, shareholders will be asked to consider the election of Marilyn Matz,Bridget van Kralingen, who has been nominated for election as director for the first time. In July 2017,January 2024, Ms. Matzvan Kralingen was appointed by our Board as a new director. Ms. Matzvan Kralingen was originally proposed to the Nominating and Corporate Governance Committee as a potential candidate for the Board by current Board member Edwin J. Gillis.an international executive and board search firm.

Shareholders wishing to suggest candidates to the Nominating and Corporate Governance Committee for consideration as potential director nominees may do so by submitting the candidate’s name, experience, and other relevant information to the Nominating and Corporate Governance Committee, 600 Riverpark Drive, North Reading, MA 01864. Shareholders wishing to nominate directors may do so by submitting a written notice to the Secretary at the same address in accordance with the nomination procedures set forth in Teradyne’s bylaws. Additional information regarding the nomination procedure is provided in the section below captioned “Shareholder Proposals for 20192025 Annual Meeting of Shareholders”.Shareholders.”

Director Independence

Teradyne’s Corporate Governance Guidelines require that at least a majority of the Board shall be independent.independent and set out standards for determining director independence. To be considered independent, a director must satisfy the definitions pursuant to the SEC rules and the listing standards of the New YorkThe Nasdaq Stock ExchangeMarket LLC (“NYSE”Nasdaq”), meet the standards regarding director independence adopted by Teradyne, and, in the Board’s judgment, not have a material relationship with Teradyne. The standards for determining independenceTeradyne’s Guidelines are available on Teradyne’s web sitewebsite atwww.teradyne.com under the “Corporate Governance”“Governance” section of the “Investors”“Investor Relations” link.

The Board has determined that the following directors are independent using the criteria identified above: Michael A. Bradley, Daniel W. Christman, Edwin J. Gillis, Timothy E. Guertin, Peter Herweck, Mercedes Johnson, Ernest E. Maddock, Marilyn Matz, Ford Tamer, Paul J. Tufano, and Roy A. Vallee.Bridget van Kralingen. In determining the independence of Teradyne’s directors, the Board reviewed and determined that the following did not preclude a determination of independence under Teradyne’s standards: Mr. Herweck’s position as CEO of Schneider Electric, a Teradyne customer; Ms. Johnson’s position as a director of Micron Technology,Analog Devices, Inc., Juniper Networks, Inc., and, until its acquisition by Renesas Electronics Corporation in February 2017, Intersil Corporation, eachboth a Teradyne customer; Mr. Tufano’s position as President, Chief Executive Officersupplier and director of Benchmark Electronics, Inc., one of Teradyne’s customers; and each of Ms. Johnson’s and Mr. Vallee’s positioncustomer, as a director of Synopsys, Inc., oneboth a Teradyne customer and supplier; Mr. Maddock’s position as director of Teradyne’s suppliers.Avnet, Inc., both a Teradyne customer and supplier; and Mr. Tamer’s position as a director of Marvell Technology, Inc., a Teradyne customer. Teradyne’s business with Micron Technology, Intersil, Juniper Networks, Benchmark ElectronicsAnalog Devices, Synopsys, Avnet, Schneider and SynopsysMarvell during 20172023 was immaterial to Teradyne and to the other companies. Teradyne will continue to monitor its business relationships and any significant competitive activity to ensure they have no impact on the independence of its directors. The Board has 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 Company’s Chief Executive Officer during a twelve-month period within the last three years. The Board has determined that Mark E. JagielaGreg Smith is not independent because he is Teradyne’s Chief Executive Officer.

All members of the Company’s 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 the NYSE,Nasdaq, as well as Teradyne’s standards.

The independent directors of the Board and its standing committees periodically meet without management present.

Board Leadership Structure and Self-Assessment

Since May 2014,2021, Mr. ValleeTufano 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 Board’s 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. Additionally, based on the result of another self-assessment, the board undertook a multi-year refreshment and succession planning process beginning in 2020.

Code of Ethics

The Code of Conduct is Teradyne’s 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. Teradyne’s Code of Conduct is available on Teradyne’s web sitewebsite atwww.teradyne.com under the “Corporate Governance”“Governance” section of the “Investors”“Investor Relations” link.

Teradyne maintains an insider trading policy as part of its Code of Conduct. Among other things, the insider trading policy prohibits trading on material non-public information and provides that directors, executive officers and certain other employees are prohibited from buying or selling Teradyne securities during the Company’s non-trading periods, also called “blackout periods”, except pursuant to an approved trading plan.

Teradyne shall disclose any changesubstantive amendments to or waiver, including an implicit 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 sitewebsite at www.teradyne.com under the “Governance” section of the “Investor Relations” link or in a Current Report on Form 8-K..

Insider Trading Policy

The Board has adopted an insider trading policy (“Insider Trading Policy”) to prevent the misuse of confidential information about Teradyne as well as other companies with which the Company has a business relationship and to promote compliance with the securities laws. Among other things, the Insider Trading Policy prohibits trading on material non-public information and prohibits directors, executive officers and certain other

employees from buying or selling Teradyne securities during the Company’s non-trading periods, also called “blackout periods”, except pursuant to an approved trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (“Rule 10b5-1”). The Board has also adopted a Rule 10b5-1 plan policy (“Rule 10b5-1 Plan Policy”) which applies to all executive officers and directors of Teradyne who adopt Rule 10b5-1 plans for trading in Teradyne’s securities. The Rule 10b5-1 Plan Policy sets forth mandatory guidelines that are intended to ensure compliance with Rule 10b5-1, including amendments adopted by the SEC in 2023, and to conform to best practices with respect to the design and implementation of Rule 10b5-1 plans.

Hedging and Pledging Policy

The Board recognizes there may be an appearance of improper or inappropriate conduct if Teradyne’s employees, executives and directors engage in certain types of transactions, even in circumstances where they may not be aware of any material, nonpublic information. Therefore, the Board has adopted, through the insider trading policy, a policy prohibiting employees, executives and directors from hedging Teradyne stock through short sales, prepaid variable forward contracts, equity swaps, collars and exchange funds. In addition, transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, are prohibited by this policy. The policy also prohibits holding Teradyne securities in a margin account or pledging Teradyne securities as collateral for loans.

Environmental, Social and Governance

The Board is committed to promoting, creating and maintaining a safe and healthy workplace, environment and society. Teradyne is committed to employee health, safety and welfare, to managing its activities that impact the environment in a responsible and effective manner, and to supporting the communities where its employees live and work. Teradyne strives to drive improvements in environmental sustainability, supply chain responsibility, diversity and inclusion, and positive social impact. In 2019, Teradyne formalized its ESG program and published its first CSR report. In August 2019, the Board invited an outside expert to present to the full Board on best practices and trends in ESG programs. Throughout 2020, 2021, 2022, and 2023 the Company expanded its ESG program and, in November 2023, published its fifth CSR report. In 2021, the Company became a member of The Responsible Business Alliance (“RBA”) and is continuing to implement many of the best practices of the RBA, including relating to compliance of the Company’s supply chain with its ESG program. In 2022, the Company joined the SEMI Climate Consortium, a semiconductor equipment industry group focused on reducing the greenhouse gas emissions in the production and operation of chip making equipment. In December 2023, the Company submitted a letter of commitment with the Science Based Target initiative establishing the Company's intent to set a science-based target.

The 2021, 2022 and 2023 CSR reports substantially expanded disclosure related to ESG, and the Company plans to continue to enhance its program and to provide additional, detailed disclosures to its shareholders, employees, customers, suppliers and other stakeholders. As described in the Code of Ethics section above, Teradyne’s annual Code of Conduct training includes training for employees on diversity and unconscious bias as well as on environmental best practices, including power and water conservation, recycling, and encouraging innovative designs to reduce energy consumption of the Company’s products.

Teradyne’s Board oversees its ESG program to ensure ESG initiatives are linked to company-wide strategic planning decisions. The Nominating and Corporate Governance Committee has primary responsibility for overseeing ESG priorities and the successful implementation of these priorities. The Company’s other Board committees also have oversight responsibility for ESG topics under their purview. Management annually reviews the Company’s ESG program and CSR report with the Board and regularly provides updates to the Board and Board committees and engages them to discuss ESG strategy, gain alignment on goals, and report on progress. The Company’s cross-functional ESG steering team is responsible for developing and executing its ESG strategy, proposing goals, approving and supporting initiatives, and embedding ESG into the corporate culture. The ESG steering team reports to Teradyne’s CEO and CFO. In addition, the Company has topic-specific working teams to address key ESG initiatives and a dedicated ESG manager who reports to the ESG steering team and drives these initiatives.

Detailed information regarding Teradyne’s ESG activities is available on its website at https://www.teradyne.com under the “Corporate Governance” sectionSocial Responsibility” link.

Human Capital Resources

The Board oversees the establishment and the maintenance of the “Investors” link.Company’s core values and its management of human capital. The Board believes that the Company’s future success depends upon its continued ability to attract, develop, and retain a high-performance workforce, comprised of people with shared values.

Corporate Culture

Teradyne’s core values are conducting business with honesty and integrity, collaborating with colleagues as a company without doors, and partnering with customers every step of the way because customers count on us. The Company is committed to conducting business in a responsible manner, with strategic operational policies, procedures and values that support transparency, sustainability and legal compliance. Teradyne ensures its employees ethically operate and fulfill business commitments through robust monitoring of the Company’s Code of Conduct and environmental, health and safety programs. The Company strives to foster a positive work environment that helps employees thrive. It is a priority for Teradyne to ensure that its people feel inspired, supported, safe and able to achieve their personal best. The Company is committed to equality as evidenced by its nondiscrimination, harassment prevention and pay equity policies and training. Teradyne values a diverse, inclusive and respectful work environment where all employees enjoy challenging assignments and development opportunities within the framework of a safe, positive culture.

Competitive Pay and Benefits

The primary objective of Teradyne’s compensation program for employees generally is to provide a compensation and benefits package that will continue to attract, retain, motivate and reward high performing employees who operate in a highly competitive and technologically challenging environment. The Company seeks to achieve this objective by linking a meaningful portion of compensation to Company and business unit performance. Teradyne enables employees to share in the success of the Company through various programs, including an employee stock purchase program, equity compensation and profit sharing and bonus plans. The Company seeks to provide competitive and fair total compensation and, to do so, refers to peer comparisons and internal equity. In addition to providing employees with competitive compensation packages, Teradyne offers benefits designed to meet the needs of employees and their families, including paid time off, parental leave, bereavement leave, health insurance coverage, flexible work arrangements, contributions to retirement savings, and access to employee assistance and work-life programs.

Employee Development and Training

Teradyne believes that employee development and training is a key factor in continuing to attract, motivate, develop and retain a strong, competitive workforce. The Company provides continual development opportunities to its employees, with a focus on development of job skills and competencies. Examples include new manager competencies like giving feedback and coaching, and training in software development tools and project management. Teradyne’s employees also receive annual performance reviews and are involved in setting goals for their own development and performance. Employees and managers look back on the previous year, review career development plans and create goals for the next year. In 2022, Teradyne implemented a new learning management system integrated with its human resources system. This enabled the business to more easily create and offer business training courses, including on topics such as project management, electrical safety, engineering standards, and product and sales. Additionally, for the first time, in 2023 Teradyne hired a Learning Development Manager to enhance the delivery of employee training programs throughout the Company.

Teradyne is committed to recruiting and developing talent at the collegiate level to help advance Science, Technology, Engineering and Mathematics (“STEM”) education for the future generation. For example, the Company’s paid internships and entry-level positions offer real-world experience, and its paid co-op program offers higher education students a unique learning opportunity as students alternate one semester in a work assignment and

Board Oversight of Risk

Management is responsible for the day-to-day management of risks to the Company, while the Board, of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. Management attends regular Board and committee meetings and discusses with the Board and committees various risks confronting the Company, including operational, cybersecurity and information security, legal, geopolitical, market and competitive risks.risks as well as the risks to the Company, its business and its employees due to climate change and trade regulations. Management and the Board have not identified any risks arising from Teradyne’s compensation plans, policies and practices for the executives or employees that are reasonably likely to have a material adverse effect on the Company.

The Board also oversees management's processes for identifying and mitigating risks, including cybersecurity risks, to help align the Company's risk exposure with its strategic objectives. Senior leadership, including the Company's Chief Information Security Officer, briefs the Audit Committee quarterly, and the full Board at least annually, on the Company's cybersecurity and information security posture.

Related Party Transactions

Under Teradyne’s written “Conflict of Interest Policy,” which is part of Teradyne’s Code of Conduct, the General Counsel notifies the Audit Committee of any investment or other arrangement to be entered into by Teradyne that could or would be perceived to represent a conflict of interest with any of the executive officers or directors. Every year Teradyne makes an affirmative inquiry of each of the executive officers and directors as to their existing relationships. Teradyne reports any potential conflicts identified through these inquiries to the Audit Committee. No potential conflicts were identified in 2023.

Shareholder Communications with Board of Directors

Shareholders and other interested parties may communicate with one or more members of the Board, including the Chair, or the non-management directors as a group by writing to the Non-Management Directors, Board of Directors, 600 Riverpark Drive, North Reading, MA 01864 or by electronic mail at nonmanagementdirectors@teradyne.com. Any communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities, such as customer complaints, will be sent to the appropriate executive. Solicitations, junk mail, computer viruses, and obviouslyother similarly frivolous or inappropriate communications will not be forwarded, but will be made available to any director who wishes to review them.

Under Teradyne’s Corporate Governance Guidelines, each director is expected to attend each annual meeting of shareholders. All then-serving directors attended the 20172023 Annual Meeting of Shareholders held on May 9, 2017.12, 2023.

Board Meetings

The Board met foursix times during the year ended December 31, 2017.2023. The non-employee directors, all of whom are independent, held executive sessions in which they met without management after itseach regularly scheduled meetingsmeeting during 2017.2023. The Chair of the Board presides over all Board meetings and each executive session. During 2017,2023, each director attended at least 75% of the total number of meetings of the Board and committee meetings held while such person served as a director. Teradyne’s Corporate Governance Guidelines, which are available atwww.teradyne.com under the “Corporate Governance”“Governance” section of the “Investors”“Investor Relations” link, provide a framework for the conduct of the Board’s business.

Board Committees

The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. In accordance with the listing standards of the NYSE,Nasdaq, all of the committees are comprised of independent directors. The members of each committee are appointed by the Board based on the recommendation of the Nominating and Corporate Governance Committee. Each committee performs

a self-evaluation and reviews its charter annually. Actions taken by any committee are reported to the Board, usually at the next Board meeting following the action. The table below shows the current membership of each of the standing committees:

* Committee Chair

The Board will appoint committee members for the 2018-20192024-2025 term following the election of directors at the 2018 Annual Meeting of Shareholders.Meeting.

Audit Committee

The Audit Committee has threefour members, all of whom have been determined by the Board to be independent pursuant to SEC rules and the listing standards of the NYSE,Nasdaq, as well as Teradyne’s independence standards. In addition, the Board determined that each member of the Audit Committee is financially literate and an “audit committee financial expert” as defined in the rules and regulations promulgated by the SEC. Mercedes Johnson serves on three public company audit committees in addition to Teradyne’s Audit Committee. The Board has determined that Ms. Johnson’s simultaneous service on three additional audit committees does not impair her ability to effectively serve on Teradyne’s Audit Committee. The Audit Committee’s oversight responsibilities, described in greater detail in its charter, include, among other things:

The Audit Committee met eleveneight times during 2017.2023. The responsibilities of the Audit Committee and its activities during 20172023 are more fully described in the Audit Committee Report contained in this proxy statement.

Compensation Committee

The Compensation Committee has four members, all of whom have been determined by the Board to be independent pursuant to SEC rules and the listing standards of the NYSE,Nasdaq, as well as Teradyne’s independence standards. The Compensation Committee’s primary responsibilities, discussed in greater detail in its charter, include, among other things:

The Compensation Committee has the authority to and does engage the services of independent advisors, experts and others to assist it from time to time. Teradyne’s compensation and benefits group in the Human Resources Department supports the Compensation Committee in its work and assists in administering the compensation plans and programs.

The Compensation Committee met sixfive times during 2017.2023.

The Compensation Committee has retained Compensia, Inc. (“Compensia”), an executive compensation consulting firm, to assist it in carrying out its duties and responsibilities regarding executive and non-employee director compensation. In 2017,2023, this engagement involved preparing (1) an executive officer compensation competitive analysis; (2) a director compensation competitive analysis; (3) a peer group analysis; and (4) a tally sheet analysis for executive officers. To maintain the independence of its advice, Compensia has providedprovides no services to Teradyne other than the services provided to the Compensation Committee. In addition, the Compensation Committee annually conducts annually a conflict of interestconflict-of-interest assessment for Compensia and any other independent advisors engaged during the year using the factors applicable to compensation consultations under SEC rules and the listing standards of the NYSE,Nasdaq, and, for 2017,2023, no conflict of interest was identified.

The Compensation Committee also uses proprietary compensation surveys prepared by Radford, a global compensation consultant focused on technology companies.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised entirely of independent directors in accordance with SEC rules and the listing standards of the NYSE,Nasdaq, as well as Teradyne’s independence standards. None of Teradyne’s executive officers serves on the Compensation Committee of any of the companies in which the directors are officers.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee has four members, all of whom have been determined by the Board to be independent pursuant to SEC rules and the listing standards of the NYSE,Nasdaq, as well

as Teradyne’s independence standards. The Nominating and Corporate Governance Committee’s primary responsibilities, discussed in greater detail in its charter, include, among other things:

things, to:

The Nominating and Corporate Governance Committee identifies director candidates through numerous sources, including recommendations from existing Board members, executive officers, and shareholders and through

engagements with executive search firms. The Nominating and Corporate Governance Committee regularly reviews Board composition, skills, diversity and succession plans.

Non-employee directors must notify the Nominating and Corporate Governance Committee if the director experiences a change of position from that held upon first becoming a member of the Board. Upon any such notification, the Nominating and Corporate Governance Committee will review the potential impact on the director’s independence and the appropriateness of the director’s continued membership on any Board committees under the circumstances. Teradyne’s Corporate Governance Guidelines also provide that the continuation of a former Chief Executive Officer of the Company on the Board is a matter to be decided by the Board, upon recommendation of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee met four times during 2017.2023.

Director Compensation

Teradyne uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board. Every year, Compensia, the Compensation Committee’s independent compensation consulting firm, conducts an analysis of director compensation, including a review of benchmark data, and reports to the Committee any recommendations regarding director compensation. The Compensation Committee considers Compensia’s annual input as part of its annual review of director compensation. Non-employee directors’ compensation is determined by the Board at the recommendation of the Compensation Committee. Directors who are employees of Teradyne receive no compensation for their service as a director.

Cash Compensation

After a review of peer benchmarking data and global survey data regarding director compensation, the Compensation Committee, with input from Compensia, recommended to the Board to maintain the non-employee director compensation generally, but to and increase the cash compensation of the non-employee director chairperson effective May 12, 2023, the date of the 2023 Annual Meeting of Shareholders. In 2017,2023, the non-employee directors were compensated at the rate of $70,000$90,000 per year. Additional fees paid to certain non-employee directors in 20172023 were as follows:

The shareholder-approved 2006 Equity and Cash Compensation Incentive Plan limits the aggregate amount or value, as applicable, of total annual cash and equity compensation that may be paid or granted, as applicable, to non-employee directors to an amount not to exceed $750,000.

Stock-Based Compensation

Each non-employee director receives an annual equity award having a fair market value equal to $175,000$230,000 on the earlier of (i) the date of the Annual Meeting of Shareholders or (ii) the last Thursday in May. This annual equity award, which is delivered in the form of restricted stock units, vests in full on the earlier of (i) the first anniversary of the date of grant or (ii) the date of the following year’s Annual Meeting of Shareholders.

Each new non-employee director is granted an equity award on the date first elected or appointed to the Board having a fair market value equal to $175,000$230,000, pro-rated daily to reflect the period between the director’s

date of election or appointment and the date of the next annual board grant. This equity award, which is also delivered in the form of restricted stock units, vests in full on the date of the next annual board equity award grant. The equity award is

Equity awards to directors are granted under the shareholder-approvedshareholder approved 2006 Equity and Cash Compensation Incentive Plan which limits annual equity awards for non-employee directors to an amount not to exceed $200,000.Plan.

Director Deferral Program

The non-employee directors may elect to defer receipt of their cash and/or equity awards and have the compensation notionally invested into (1) an interest bearinginterest-bearing account (based on ten-year Treasury note interest rates) or (2) a deferred stock unit (“DSU”) account. If a non-employee director elects to participate in this deferral program, he or shethey will receive either the cash value of the interest bearinginterest-bearing account or the shares of the Company’s common stock underlying the DSU’sDSUs, in either case, within 90 days following the end of his or hertheir board service.

Director Stock Ownership Guidelines

The Company maintains stock retention and stock ownership guidelines to align the interests of the non-employee directors with those of the Company’s shareholders and ensure that the directors have an ongoing financial stake in the Company’s success. Pursuant to the guidelines, the non-employee directors are expected to attain (within five years from the date of initial election or appointment to the Board) and maintain an investment level in shares of the Company’s common stock equal to fourfive times their annual cash retainer. Shares subject to the stock ownership guidelines do not include any unvested restricted stock units. All of the non-employee directors other than Ms. Matz,Mr. Maddock, who joined the Board in 2017,2022, and Ms. van Kralingen, who joined the Board in January 2024, met the ownership guidelines as of year-end.December 31, 2023.

Director Compensation Table for 20172023

The table below summarizes the compensation Teradyne paid to the non-employee directors for the fiscal year ended December 31, 2017.2023.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Teradyne’s directors, executive officers and any person who owns more than 10% of Teradyne’s common stock to file reports of initial common stock ownership and changes in common stock ownership with the SEC and the NYSE. Based solely on a review of these forms and written representations received from the directors and executive officers, Teradyne believes that all Section 16 filing requirements were met during the$90,000 per year January 1, 2017 through December 31, 2017.2023. Ms. Johnson received an additional $30,000 as Chair of the Audit Committee, which was prorated based on her appointment on May 12, 2023, through December 31, 2023. Mr. Guertin received an additional $20,000 as Chair of the Compensation Committee. Ms. Matz received an additional $15,000 as Chair of the Nominating and Corporate Governance Committee. For service as Chair of the Board, Mr. Tufano received an additional $75,000 per year pro-rated from January 1, 2023 until May 12, 2023, and $100,000 per year pro-rated daily from May 13, 2023 through December 31, 2023.Mr. Gillis’ fees were pro-rated daily to reflect the period between January 1, 2023 and Mr. Gillis’ retirement from the Board on May 12, 2023. Mr. Tufano elected to defer receipt of his cash fees for 2023 and have the fees invested into a DSU account.

AUDIT AND FINANCIAL ACCOUNTING OVERSIGHT

Audit Committee Report

In 2018,2024, the Audit Committee reviewed Teradyne’s audited financial statements for the fiscal year ended December 31, 20172023 and met with both management and PricewaterhouseCoopers LLP (“PwC”), Teradyne’s independent registered public accounting firm, to discuss those financial statements.

The Audit Committee also reviewed the report of management contained in Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 20172023 filed with the SEC, as well as PwC’s report included in Teradyne’s Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements and financial statement schedule and (ii) the effectiveness of internal control over financial reporting.

The Audit Committee has discussed with PwC the matters required to be discussed under the rules adopted byapplicable requirements of the Public Company Accounting Oversight Board (“PCAOB”). and the SEC. The Audit Committee has received the written disclosures and the letter from PwC required by the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC theirits independence.

Based on these reviews and discussions with management and PwC, the Audit Committee recommended to the Board (and the Board has approved) that Teradyne’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017.2023.

AUDIT COMMITTEE

Edwin J. Gillis (Chair)

Mercedes Johnson (Chair)

Ernest E. Maddock

Ford Tamer

Paul J. Tufano

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except to the extent that Teradyne specifically incorporates it by reference in any such filing.

Principal Accountant Fees and Services

Fees for Services Provided by PricewaterhouseCoopers LLP

The following table sets forth the aggregate fees for services provided by PricewaterhouseCoopers LLP,PwC, Teradyne’s independent registered public accounting firm, for the fiscal years ended December 31, 20172023 and December 31, 2016.2022.

Audit Fees

Audit Fees are fees related to professional services rendered for the audit of Teradyne’s annual financial statements and internal control over financial reporting for fiscal years 20172023 and 2016.2022. These fees include the

review of Teradyne’s interim financial statements included in its quarterly reports on Form 10-Q and services that are normally provided by PricewaterhouseCoopers LLPPwC in connection with other statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-Related Fees in 20172023 were for professional services associated with the new revenue recognition accounting standard. In 2016, fees were for professional services associated with Teradyne’s convertible debt issuance.acquisition due diligence.

Tax Fees

Tax Fees in 20172023 and 20162022 were for professional services related to global tax planning, acquisition due diligence, and compliance matters.

All Other Fees

All Other Fees are fees for services other than audit fees, audit-related fees and tax fees. In 2017,2023 and 2022, the fees were related to financial statement disclosure, and technical accounting software licenses. In 2016, the fees were related to a technical accounting software license.licenses, and training courses.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

During 20172023 and 2016,2022, the Audit Committee pre-approved all audit and other services performed by PricewaterhouseCoopers LLP.PwC.

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm in order to ensure that the provision of such services does not impair the independent registered public accounting firm’s independence. These services may include audit services, audit-related services, tax services and other services. In addition to generally pre-approving, on a case-by-case basis, services provided by the independent registered public accounting firm, the Audit Committee adopted a policy for the pre-approval of certain specified services that may be provided by the independent registered public accounting firm. Under this policy, the Audit Committee has pre-approved the independent registered public accounting firm’s engagement for the provision of certain services set forth in a detailed list subject to a dollar limit of either $50,000 or $100,000, depending on the service. The services set forth on the pre-approved list have been identified in a sufficient level of detail so that management will not be called upon to make a judgment as to whether a proposed service fits within the pre-approved service list. Pursuant to the policy, management informs the Audit Committee, at least annually or more frequently upon its request, if the Company uses any pre-approved service and the fees incurred in connection with that service.

EXECUTIVE OFFICERS

The following identifies and sets forth biographical information regarding our executive officers as of March 29, 2024. The background of Gregory S. Smith is described under "Proposal 1 - Directors."