Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On October 26, 2020, the Board of Directors (the "Board") of Teradyne, Inc. ("Teradyne") elected Peter Herweck as a director of Teradyne effective November 9, 2020 and appointed him to the Board's Compensation and Nominating and Corporate Governance Committees.

The Board has determined that Mr. Herweck is independent. To be considered independent by the Board, a director must satisfy the definitions pursuant to the Securities Exchange Commission and Nasdaq rules and, in the Board's judgment, not have a material relationship with Teradyne. Teradyne's Corporate Governance Guidelines, which include director qualification standards, are available on Teradyne's web site at www.teradyne.com under the "Governance" section of the "Investor Relations" link.

Mr. Herweck will receive compensation at the rate of $80,000 per year.

On November 9, 2020, Mr. Herweck will receive a grant of restricted stock units pursuant to Teradyne's 2006 Equity and Cash Compensation Incentive Plan in an amount of shares having a fair market value equal to $98,000 based on the Board's annual equity compensation of $200,000 prorated daily to reflect the period from his date of appointment to the expected date of the 2021 Annual Meeting of Shareholders. This grant vests in full on the earlier of the date the 2021 Annual Meeting of Shareholders is held or the last Thursday in May 2021.

Item 8.01. Other Events.

On October 26, 2020, the Company issued a press release announcing the election of Mr. Herweck to the Board effective as of November 9, 2020. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits



99.1      Press Release issued by Teradyne, Inc. on October 26, 2020.

104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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