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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:
 Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
 Definitive Additional Materials
 Soliciting Material Pursuant to §240.14a-12
LAM RESEARCH CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required
 Fee paid previously with preliminary materials
 Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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September 25, 2024
Dear Lam Research Stockholders,
We cordially invite you to attend the Lam Research Corporation 2024 Annual Meeting of Stockholders. The annual meeting will be held on Tuesday, November 5, 2024, at 9:30 a.m. Pacific Time. This year’s annual meeting will be a virtual meeting. You may attend the annual meeting, vote, and submit your questions during the live webcast of the annual meeting by visiting virtualshareholdermeeting.com/LRCX2024 and entering the 16-digit control number included in our Notice of Internet Availability or on your proxy card.
At this year’s annual meeting, stockholders will be asked to elect the eleven nominees named in the attached proxy statement as directors to serve until the next annual meeting of stockholders, and until their respective successors are elected and qualified; to cast an advisory vote to approve our named executive officer compensation; and to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025. The Board of Directors recommends that you vote in favor of each director nominee and for each of these proposals. Management will not provide a business update during this meeting; please refer to our latest quarterly earnings report for our most recently-provided outlook.
Please refer to the proxy statement for detailed information about the annual meeting, each director nominee, and each of the proposals, as well as voting instructions. Your vote is important, and we strongly urge you to cast your vote as soon as possible by the internet, telephone, or mail, even if you plan to attend the meeting.
Sincerely yours,


Abhijit Y. Talwalkar
Chairman of the Board

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Notice of 2024 Annual Meeting of Stockholders


4650 Cushing Parkway
Fremont, California 94538
Telephone: 510-572-0200
Meeting Information
Category
Details
Date and Time
Tuesday, November 5, 2024
9:30 a.m. Pacific Time
Place
Via the Internet at virtualshareholdermeeting.com/ LRCX2024
Record Date
Only stockholders of record at the close of business on September 6, 2024, the “Record Date,” are entitled to notice of, and to vote at, the annual meeting.
Proxy and Annual Report Materials
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 5, 2024
Our notice of 2024 Annual Meeting of Stockholders, proxy statement, and annual report to stockholders are available on the Lam Research website at investor.lamresearch.com.
Elect Electronic Delivery
Save Time, Money, & Trees
As part of our efforts to be an environmentally responsible corporate citizen, we encourage Lam stockholders to voluntarily elect to receive future proxy and annual report materials electronically.
• If you are a registered stockholder, please visit enroll.icsdelivery.com/lrcx for simple instructions.
• If you are a stockholder who owns stock through a broker or brokerage account, please opt for e-delivery at enroll.icsdelivery.com/lrcx or by contacting your nominee.
Date of Distribution
This notice, proxy statement and proxy card are first being made available and/or mailed to our stockholders on or about September 25, 2024.
Items of Business
#
Proposal
Our Board’s
Recommendation
1.
Election of eleven directors to serve until the next annual meeting of stockholders, and until their respective successors are elected and qualified

FOR each Director Nominee
2.
Advisory vote to approve our named executive officer (“NEO”) compensation

FOR
3.
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025

FOR
Transaction of such other business as may properly come before the annual meeting (including any adjournment or postponement thereof)
Voting
Please vote as soon as possible, even if you plan to attend the annual meeting, on all of the voting matters. You have three options for submitting your vote before the annual meeting:



By internet
By phone
By mail
The proxy statement and the accompanying proxy card provide detailed voting instructions.
IT IS IMPORTANT THAT YOU VOTE to play a part in the future of the Company. Please carefully review the proxy materials for the 2024 Annual Meeting of Stockholders.
By Order of the Board of Directors,

Ava A. Harter
Secretary



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Lam Research Corporation
Proxy Statement for 2024 Annual Meeting of Stockholders
TABLE OF CONTENTS

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Proxy Statement Summary
To assist you in reviewing the proposals to be acted upon at the annual meeting, we call your attention to the following summarized information about the Company, the proposals and voting recommendations, the Company’s director nominees, highlights of the directors' key qualifications, skills and experiences, board composition, corporate governance, executive compensation, and environmental, social, and governance (“ESG”) matters. For more information about these topics, please review the complete proxy statement before voting. We also encourage you to read our latest annual report on Form 10-K, which is available at investor.lamresearch.com, and our latest ESG report, which is available at lamresearch.com/company/environmental-social-and-governance/. The content of any website or report referred to in this proxy statement is not a part of nor incorporated by reference in this proxy statement unless expressly noted.
We use the terms “Lam Research,” “Lam,” the “Company,” “we,” “our,” and “us” in this proxy statement to refer to Lam Research Corporation, a Delaware corporation. We also use the term “Board” to refer to the Company’s Board of Directors.
This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statements that are not statements of historical fact, including statements regarding our ESG plans and goals. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the expectations expressed, including the risks and uncertainties described in our filings with the U.S. Securities and Exchange Commission (“SEC”), including specifically the Risk Factors described in our annual report on Form 10-K and our quarterly reports on Form 10-Q. You should not place undue reliance on forward-looking statements. We undertake no obligation to update any forward-looking statements.
About Lam Research Corporation
Lam Research is a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry. We have built a strong global presence with core competencies in areas such as nanoscale applications enablement, chemistry, plasma and fluidics, advanced systems engineering, and a broad range of operational disciplines. Our products and services are designed to help our customers build smaller and better performing devices that are used in a variety of electronic products, including mobile phones, personal computers, servers, wearables, automotive vehicles, and data storage devices.
Our customer base includes leading semiconductor memory, foundry, and integrated device manufacturers that make products such as non-volatile memory, dynamic random-access memory (“DRAM”), and logic devices. Their continued success is part of our commitment to driving semiconductor breakthroughs that define the next generation. Our core technical competency is integrating hardware, process, materials, software, and process control, enabling results on the wafer.


Semiconductor manufacturing, our customers’ business, involves the complete fabrication of multiple dies or integrated circuits on a wafer. This involves the repetition of a set of core processes and can require hundreds of individual steps. Fabricating these devices requires highly sophisticated process technologies to integrate an increasing array of new materials with precise control at the atomic scale. Along with meeting technical requirements, wafer processing equipment must deliver high productivity and be cost-effective.
Demand from cloud computing, artificial intelligence, 5G, the Internet of Things or “IoT,” and other markets is driving the need for increasingly powerful and cost-efficient semiconductors. At the same time, there are growing technical challenges with traditional two-dimensional scaling. These trends are driving significant inflections in semiconductor manufacturing, such as the increasing importance of vertical scaling strategies like three-dimensional architecture as well as multiple patterning to enable shrinks.
We believe we are in a strong position with our leadership and expertise in deposition, etch, and clean markets to facilitate some of the most significant innovations in semiconductor device manufacturing. Several factors create opportunity for sustainable differentiation for us: (i) our focus on research and development, with several ongoing programs relating to sustaining engineering, product and process development, and concept and feasibility; (ii) our ability to effectively leverage cycles of learning from our broad installed base; (iii) our collaborative focus with semi-ecosystem partners, including our close-to-customer focus; (iv) our ability to identify and invest in the breadth of our product portfolio to meet technology inflections; and (v) our focus on delivering our multi-product solutions with a goal to enhance the value of Lam’s solutions to our customers.
Lam Research Corporation 2024 Proxy Statement 1

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Figure 1. Fiscal Year 2024 Financial Highlights


1)
Figures for capital returned to stockholders and amounts repurchased include brokerage fees and commissions and excise taxes.
Figure 2. Proposals and Voting Recommendations
Voting Matters
Board Vote
Recommendation
Proposal No. 1: Election of Directors
FOR each nominee
Proposal No. 2: Advisory Vote to Approve Our Named Executive Officer Compensation
FOR
Proposal No. 3: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2025
FOR
Transaction of such other business as may properly come before the annual meeting (including any adjournment or postponement thereof)
Figure 3. Summary Information Regarding Director Nominees
You are being asked to vote on the election of these eleven directors. The following table provides summary information about each director nominee as of September 6, 2024. Information about nominee diversity is shown in Figure 4 on the following page, information about their key qualifications, skills and experiences is shown in Figure 5, and their biographical information is contained in the “Voting Proposals – Proposal No. 1: Election of Directors – 2024 Nominees for Director” section beginning on page 74 below.
Director
Committee
Membership(2)
Name
Age
Since
Independent(1)
AC(3)
CHC
NGC
ITC
Other Current Public Boards
Sohail U. Ahmed
66
2019
Yes
M
 
 
M
 
Timothy M. Archer
57
2018
No
Johnson Controls
Eric K. Brandt
62
2010
Yes
*
C
M
 
Gen Digital,
Macerich,
Option Care Health
Ita M. Brennan
57
2024
Yes
*
Cadence Design Systems,
Planet Labs
Michael R. Cannon
71
2011
Yes
M/FE
 
C
 
Seagate Technology
John M. Dineen
61
2023
Yes
M
Cognizant Technology Solutions
Mark Fields
63
2024
Yes
*
 
 
 
Hertz Global,
QUALCOMM
Ho Kyu Kang
62
2023
Yes
C
Bethany J. Mayer
62
2019
Yes
M/FE
 
M
M
Astera Labs,
Box,
Hewlett Packard Enterprise
Jyoti K. Mehra
48
2021
Yes
M
Abhijit Y. Talwalkar
60
2011
Yes
(Chairman)
 
M
M
M
Advanced Micro Devices,
iRhythm Technologies,
TE Connectivity
(1)
Independence determined in accordance with Nasdaq rules.
(2)
Memberships shown will continue through November 5, 2024, on which date certain membership changes will take effect. See “Governance Matters - Corporate Governance - Board Committees” for details.
(3)
As of September 6, 2024, Leslie F. Varon served as the Chair of our audit committee. As previously disclosed in a current report on Form 8-K, Ms. Varon is concluding her service on the Board on November 4, 2024. As of November 5, 2024, Eric K. Brandt will serve as the Chair of the audit committee.
AC – Audit committee
CHC – Compensation and human resources committee
NGC – Nominating and governance committee
ITC – Innovation and technology committee
C – Chair
M – Member
FE – Audit committee financial expert (as determined based on SEC rules)
* – Qualifies as an audit committee financial expert (as determined by SEC rules)
2

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Figure 4. Director Nominee Composition Highlights
The Board is committed to diversity and the pursuit of board refreshment and balanced tenure. The following charts show the tenure, age, and diversity of the director nominees. For more information about our Board's approach to refreshment and diversity, including our board diversity matrix, please refer to the section “Governance Matters - Corporate Governance - Our Approach to Ensuring Board Effectiveness” beginning on page 11 below.


Figure 5. Director Nominee Key Qualifications, Skills, and Experiences
The table below summarizes the key qualifications, skills, and experiences of our nominees. Not having a mark does not mean the director nominee does not possess that qualification, skill, or experience. The director biographies contained in the “Voting Proposals – Proposal No. 1: Election of Directors – 2024 Nominees for Director” section below describe each director nominee’s background and relevant experience in more detail, and identify those qualifications, skills, and experiences considered most relevant to the decision to nominate candidates to serve on our Board.
Key Qualifications, Skills, & Experiences of Director Nominees
Sohail U. Ahmed
Timothy M. Archer
Eric K. Brandt
Ita M. Brennan
Michael R. Cannon
John M. Dineen
Mark Fields
Ho Kyu Kang
Bethany J. Mayer
Jyoti K. Mehra
Abhijit Y. Talwalkar
Industry Knowledge – Knowledge of and experience with semiconductor and broader technology industries and markets provides our Board members with a deeper understanding of our products and services, the market sectors in which we and our customers compete, and the broader technology end markets that drive demand in our industry.
 
 
Customer/Deep Technology Knowledge – Directors who possess deep knowledge and understanding of semiconductor processing equipment technologies assist our Board in overseeing our business and strategies and enhance the Board’s understanding of our customers’ markets and needs.
Marketing, Disruptive Technology, and Strategy Experience – Directors with extensive knowledge and experience in business-to-business marketing and sales, and services and/or business development, or experience identifying and developing disruptive technologies and leading corporate strategy, provide value to the Board by offering critical insights and expertise on identifying and understanding new markets, expanding market share, and communicating with customers, particularly where such experience is in a capital equipment industry, and also provide the Board with critical guidance needed to progress in our innovation goals and drive semiconductor breakthroughs.
 
 
 
 
Leadership Experience – Current or former experience in an executive-level leadership position at a significant business allows our directors to provide the Board with important perspectives and knowledge regarding business strategy, operations, corporate culture, succession planning, and management and leadership best practices.
(table continues on next page)
Lam Research Corporation 2024 Proxy Statement 3

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Key Qualifications, Skills, & Experiences of Director Nominees
Sohail U. Ahmed
Timothy M. Archer
Eric K. Brandt
Ita M. Brennan
Michael R. Cannon
John M. Dineen
Mark Fields
Ho Kyu Kang
Bethany J. Mayer
Jyoti K. Mehra
Abhijit Y. Talwalkar
Finance Experience – Directors with profit and loss (“P&L”) and financing experience as an executive responsible for financial results of a breadth and level of complexity comparable to the Company help our Board oversee the Company’s financial planning, operations, investment strategies, capital allocation, and financial reporting.
 
 
 
Global Business Experience – Experience as a current or former business executive of a business with substantial global operations provides our Board with unique insights on managing an international business, global scale expansion, and understanding cultural norms.
Mergers and Acquisitions (“M&A”) Experience – Directors with M&A and integration experience (including buy- and sell-side and hostile M&A experience) as a public company director or officer provide our Board with key background and insights in assisting management with reviewing strategic alternatives, analyzing potential targets, post-deal integration, and oversight of transactions.
 
 
Comparative Board/Governance Experience – Recent or current experience as a director of another public company or significant involvement with the corporate governance requirements and practices of a public company board while serving in a senior leadership position at another public company, provides our Board with an understanding of the board’s role in essential matters, including oversight of strategy, operations, risk, compliance and succession planning, effective interactions with significant stockholders, and the proper dynamics between the board and senior management.
Cybersecurity Experience – An understanding of and/or experience overseeing corporate cybersecurity or information security programs and a history of participation in relevant cyber education, is an increasingly important background for our directors to possess and provides our Board with valuable knowledge in overseeing and navigating cybersecurity threats.
 
 
 
 
Human Capital Management Experience – Experience serving as a member of the compensation committee of a public company, head of human resources, or as direct manager of the head of human resources, or other experience in setting talent management policies in large organizations, aids our Board in overseeing the management of human capital, including culture, engagement, recruiting, retention, compensation, and succession planning.
Risk Management Experience – Directors with experience serving as a member of the audit committee of a public company, or directly overseeing enterprise risk management or business continuity planning in a large organization, or other experience in managing risk at the enterprise level or in a senior compliance or regulatory role assist our Board in understanding how to effectively evaluate and oversee the management and reporting of enterprise risks.
 
 
 
Manufacturing/Operations Experience – Directors with relevant experience in manufacturing and operations processes or management experience in operations at a company comparable to Lam serve as a valuable asset to our Board and have deeper knowledge of our business, products, services, and customers.
4

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Figure 6. Corporate Governance Highlights
Board and Other Governance Information
As of September 2024
Size of Board as Nominated
11
Number of Independent Nominated Directors
10
Number of Nominated Directors Who Attended ≥75% of Meetings
9(1)
Number of Nominated Directors on More Than Four Public Company Boards
0
Number of Nominated Non-Employee Executive Officer Directors Who Are on More Than Two Public Company Boards
0
Limitations on Director Commitments, Including Other Board and Committee Memberships and Leadership, With Commitments Evaluated Annually (Page 16)
Yes
Directors Subject to Stock Ownership Guidelines (Page 53)
Yes
Hedging and Pledging Prohibited (Page 11)
Yes
Annual Election of Directors (Page 73)
Yes
Voting Standard (Page 88)
Majority
Plurality Voting Carveout for Contested Elections
Yes
Separate Chair and CEO
Yes
Independent Board Chair (Page 15)
Yes
Independent Directors Meet Without Management Present (Page 15)
Yes
Annual Board (Including Individual Director) and Committee Self-Evaluations (Page 12)
Yes
Annual Independent Director Evaluation of CEO (Page 18)
Yes
Risk Oversight by Full Board and Committees (Page 19)
Yes
Commitment to Board Refreshment and Diversity (Page 12)
Yes
Robust Director Nomination Process (Page 14)
Yes
Significant Board Engagement (Page 18)
Yes
Board Orientation/Education Program (Page 13)
Yes
Code of Ethics Applicable to Directors (Page 11)
Yes
Stockholder Proxy Access (Pages 14, 89)
Yes
Stockholder Ability to Act by Written Consent
Yes
Stockholder Engagement Program (Page 21)
Yes
Poison Pill
No
Board Oversight of ESG (Including Climate), Human Capital, Information Security & Political Activities (Page 18)
Yes
Publication of Annual ESG Report aligned with GRI, SASB, and TCFD (Pages 7, 24)
Yes
(1)
Ms. Brennan and Mr. Fields were appointed to the Board effective August 30, 2024 and, therefore, did not attend any meetings during the fiscal year ended June 30, 2024.
Lam Research Corporation 2024 Proxy Statement 5

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Figure 7. Executive Compensation Highlights
What We Do
Pay for Performance (Pages 31-33, 65) – Our executive compensation program is designed to pay for performance; 100% of the annual incentive program is tied to company financial, strategic, and operational performance metrics; the long-term incentive program uses a combination of market-based performance restricted stock units (“Market-based PRSUs”) with performance based on relative total shareholder return (“TSR”), stock options, and service-based restricted stock units (“RSUs”).
Three-Year Performance Period for Our Long-Term Incentive Program (Page 49) – Our current long-term incentive program is designed to pay for performance over a period of three years.
Absolute and Relative Performance Metrics (Pages 34, 42, 49) – Our annual and long-term incentive programs for executive officers include the use of absolute and relative performance factors.
Balance of Annual and Long-Term Incentives – Our incentive programs provide a balance of annual and long-term incentives.
Different Performance Metrics for Annual and Long-Term Incentive Programs (Pages 34, 42, 49) – Our annual and long-term incentive programs use different performance metrics.
Capped Amounts (Pages 42, 49) – Amounts that can be earned under the annual and long-term incentive programs are capped.
Compensation Recovery/Clawback Policy (Page 52) – In 2023, our new clawback policy became effective in compliance with SEC rules and Nasdaq's final listing standards under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Pursuant to the policy, which applies to the Company's current and former executive officers covered by Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company must recoup, on a pre-tax basis, the excess amount of incentive-based compensation granted, earned, or vested wholly or in part on the attainment of any financial reporting measure during the three completed fiscal years immediately preceding the date on which the Company is required to prepare a restatement. The newly adopted policy applies regardless of fault, fraud, or misconduct. This new policy also supersedes our prior clawback policy, with respect to any and all incentive-based compensation that was received on or after October 2, 2023.
Prohibit Option Repricing – Our stock incentive plans prohibit option repricing without stockholder approval.
Stock Ownership Guidelines (Page 53) – We have stock ownership guidelines for each of our executive officers and certain other senior executives; each of our named executive officers as set forth in Figure 20 has met their individual ownership level under the current program or has a period of time remaining under the guidelines to do so.
Independent Compensation Advisor (Page 39) – The compensation and human resources committee benefits from its utilization of an independent compensation advisor retained directly by the committee that provides no other services to the Company.
Stockholder Engagement (Page 38) – We engage with stockholders on an annual basis and stockholder advisory firms on an as needed basis to obtain feedback concerning our executive compensation program.
What We Don’t Do
Tax “Gross-Ups” for Perquisites, for Other Benefits or upon a Change in Control (Pages 53, 56, 59) – Our executive officers do not receive tax “gross-ups” for perquisites, for other benefits, or upon a change in control.(1)
Single-Trigger Change in Control Provisions (Pages 53, 59) – Our executive change in control policy does not have single-trigger provisions.
(1)
Our executive officers may receive tax gross-ups in connection with relocation benefits and anniversary milestone awards, which are widely available to all of our employees.
6

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Figure 8. ESG Highlights
Our ESG strategy supports the success of our business. It provides a framework for meaningful investments, proactive risk management, and globally focused action. Our approach emphasizes engagement, goal setting, and accountability. Our ESG strategy is composed of six key pillars, which are described in greater detail beginning on page 24 and in our annual ESG report, available at lamresearch.com/company/environmental-social-and-governance/. We have set goals aligned with our strategy; these goals are highlighted below, together with some of our recent progress. We aim to achieve each of the following goals by calendar year 2025, unless otherwise stated. In 2023, we continued to build momentum across our ESG pillars. We also received recognition from our customers and from independent raters and rankers, including by being named among the World’s Most Ethical Companies by Ethisphere and included on the Dow Jones Sustainability Index North America. In the table below, references to specific years are to calendar, not fiscal, years.
Goals
2023 Progress
Governance
 
• 
Continue to expand our disclosure and alignment with industry-recognized frameworks and standards
• 
Our efforts to increase disclosure maintained or improved our ratings and rankings with third parties
Product Innovation
• 
83% of customers measured by emissions have science-based targets (“SBTs”)(1)
• 
10% of customers measured by emissions have set SBTs
Sustainable Operations(2)
 
• 
Achieve net zero greenhouse gas (“GHG”) emissions by 2050, including by meeting the following targets:
 – 
Achieve 100% renewable electricity by 2030
• 
Sourced 50% renewable electricity globally in 2023
 – 
Reduce absolute Scope 1 and 2 (market-based) GHG emissions 25% by 2025 and 60.6% by 2030 from a 2019 baseline; by 2040, achieve net zero operations
• 
51% decrease year-over-year and 48% increase from a 2019 baseline for Scope 1 and 2 (market-based) GHG emissions
 – 
Achieve 12 million kilowatt-hours (“kWh”) in total energy savings from a 2019 baseline
• 
Achieved 2.8 million kWh in annual energy savings, for a cumulative 9.8 million kWh in savings toward our 2025 goal
• 
Achieve zero waste to landfill for hazardous waste
• 
Diverted 99.97% of hazardous waste from landfills in 2023
• 
Achieve 80 million gallons of water savings in water-stressed regions from a 2019 baseline
• 
Achieved 65.9 million gallons of water savings from a 2019 baseline, including 20.1 million gallons in 2023
Our Workplace
• 
Build on our high-performance culture with best-in-class employee engagement at the global benchmark as measured by our annual employee survey
• 
Ended the year with an engagement score of 76, two points below the global top 25% benchmark
• 
Maintain an Occupational Safety and Health Administration recordable injury rate at or below 0.4 annually
• 
Realized a recordable injury rate of 0.33
• 
Increase the proportion of women (globally) and underrepresented employees (U.S.) across the Company
• 
Increased the proportion of women in our global workforce by 2.5%; decrease of underrepresented employees in the U.S. by 5.4%
(table continues on next page)
(1)
The percentage of customers measured by emissions who have set SBTs is calculated by summing the emissions associated with category 11 use of sold products for each customer with an SBTi or SBTi aligned methodology and then dividing by the total emissions for category 11 use of sold products to get a proportion of emissions represented by customers with SBTi or SBTi aligned methodology. Estimated annual emissions are determined using a GHG protocol spend-based methodology and emissions factors derived from the environmentally-extended input-output database (“EEIO”).
(2)
Energy savings, waste and water savings data exclude Lam’s subsidiaries Avonisys, Coventor, Metryx, SEMSYSCO, and Solmates.
Lam Research Corporation 2024 Proxy Statement 7

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Goals
2023 Progress
Responsible Supply Chain
 
• 
Achieve more than 90% compliance with our social and environmental expectations across our top suppliers(3)
• 
Exceeded our goal with 94% of top suppliers responding to our conflict minerals survey
• 
Engage with at least 50% of our top suppliers on environmental sustainability opportunities
• 
Engaged with 100% of top suppliers
• 
Increase engagement with suppliers on social and environmental topics through assessment, training, and capacity building
• 
Deepened supplier engagement through our second-annual Supplier ESG Forum, monthly webinar series and newsletters, and energy assessments
• 
46.5% of suppliers measured by emissions have SBTs(4)
• 
26% of suppliers as measured by emissions have SBTs
Our Communities
• 
Determine key targets for larger-scale impact aligned to a new strategic focus
• 
Achieved by launching our Powering Breakthroughs Together social impact framework with strategic focus areas to guide our giving and signature program initiatives
• 
Implement measurement of outcomes for key program and large-scale grants
• 
Continued to develop, refine, and test our reporting process for key programs and large-scale grants
• 
Increase annual unique participation rate in all employee giving programs from 10% to 30%
• 
Increased annual unique employee participation rate from 18% in 2022 to 20% in 2023
• 
Contribute 40,000 employee volunteer hours annually
• 
Contributed 30,677 employee volunteer hours in 2023
(3)
Top suppliers are defined as the top 100 direct suppliers, who account for approximately 96% of spend and 95-98% of supply chain emissions, with some variability year over year. Direct suppliers are defined as those who provide parts, assemblies, and services to produce parts used to manufacture and support Lam’s products.
(4)
The percentage of suppliers measured by emissions who have set SBTs is calculated by dividing the estimated annual emissions associated with our suppliers (direct and indirect) who have set SBTs by the estimated annual emissions of our suppliers (direct and indirect); estimated annual emissions are determined using a GHG protocol spend-based methodology and emissions factors derived from the EEIO.
8

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Stock Ownership
Security Ownership of Certain Beneficial Owners and Management
The table below sets forth the beneficial ownership of shares of Lam common stock by: (1) each person or entity who we believe, based on our review of filings made with the SEC, beneficially owned more than 5% of Lam’s common stock on the date set forth below; (2) each current director of the Company; (3) each NEO identified below in the “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis” section; and (4) all current directors and current executive officers as a group. With the exception of 5% owners, and unless otherwise noted, the information below reflects holdings as of September 6, 2024, which is the Record Date for the 2024 Annual Meeting of Stockholders and the most recent practicable date for determining ownership. For 5% owners, holdings are as of the dates of their most recent ownership reports filed with the SEC, which are the most practicable dates for determining their holdings. The percentage of the class owned is calculated using 129,611,472 as the number of shares of Lam common stock outstanding on September 6, 2024.
Figure 9. Beneficial Ownership Table
Name of Person or Identity of Group
Shares
Beneficially
Owned (#)(1)
Percentage
of Class
5% Stockholders
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
11,777,978(2)
9.09%
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
11,711,468(3)
9.04%
Directors
Sohail U. Ahmed
3,063
*
Timothy M. Archer (also a Named Executive Officer)
125,022
*
Eric K. Brandt
28,412
*
Ita M. Brennan
2
*
Michael R. Cannon
18,679
*
John M. Dineen
455
*
Mark Fields
56
*
Ho Kyu Kang
685
*
Bethany J. Mayer
3,059
*
Jyoti K. Mehra
1,389
*
Abhijit Y. Talwalkar
10,541
*
Lih Shyng (Rick L.) Tsai
7,459
*
Leslie F. Varon
2,834
*
Named Executive Officers (“NEOs”)
Douglas R. Bettinger
103,162
*
Patrick J. Lord
2,158
*
Seshasayee (Sesha) Varadarajan
30,863
*
Vahid Vahedi
28,868
*
All current directors and executive officers as a group (19 people)
370,537
*
*
Less than 1%
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(1)
Includes shares subject to outstanding stock options that are now exercisable or will become exercisable within 60 days after September 6, 2024, as well as RSUs, that will vest within that time period, as follows:
Shares
Sohail U. Ahmed
369
Timothy M. Archer
45,633
Eric K. Brandt
369
Michael R. Cannon
369
Ita M. Brennan
John M. Dineen
369
Mark Fields
Ho Kyu Kang
369
Bethany J. Mayer
369
Jyoti K. Mehra
369
Abhijit Y. Talwalkar
369
Lih Shyng (Rick L.) Tsai
369
Leslie F. Varon
369
Douglas R. Bettinger
7,074
Patrick J. Lord
Seshasayee (Sesha) Varadarajan
17,355
Vahid Vahedi
3,524
All current directors and executive officers as a group (19 people)
77,668
The terms of any outstanding stock options that are now exercisable or will become exercisable within 60 days after September 6, 2024, and RSUs that will vest within that time period, are reflected in “Figure 51. Outstanding Equity Awards at Fiscal Year 2024 Year-End,” except as described in the following sentences. Neil J. Fernandes has options covering 392 shares, which are unexercised and exercisable within 60 days of September 6, 2024. The grants for Mr. Fernandes have terms consistent with the terms reflected in “Figure 51. Outstanding Equity Awards at Fiscal Year 2024 Year-End.
As discussed in “Governance Matters – Director Compensation” below, the non-employee directors receive an annual equity award as part of their compensation. These awards generally vest on October 31, 2024, subject to continued service on the board as of that date, with immediate delivery of the shares upon vesting. For 2024, Messrs. Ahmed, Brandt, Cannon, Dineen, and Talwalkar; Mses. Mayer, Mehra, and Varon; Drs. Kang and Tsai each received awards of 369 RSUs.
(2)
All information regarding BlackRock Inc. (“BlackRock”) is based solely on information disclosed in amendment number 16 to Schedule 13G filed by BlackRock with the SEC on January 25, 2024 on behalf of BlackRock and certain subsidiaries. According to the Schedule 13G filing, of 11,777,978 shares of Lam common stock reported as beneficially owned by BlackRock as of December 31, 2023, BlackRock had sole voting power with respect to 10,680,121 shares, did not have shared voting power with respect to any shares, had sole dispositive power with respect to 11,777,978 shares, and did not have shared dispositive power with respect to any shares of Lam common stock.
(3)
All information regarding The Vanguard Group (“Vanguard”) is based solely on information disclosed in amendment number 12 to Schedule 13G filed by Vanguard with the SEC on February 13, 2024. According to the Schedule 13G filing, of the 11,711,468 shares of Lam common stock reported as beneficially owned by Vanguard as of December 29, 2023, Vanguard did not have sole voting power with respect to any shares, had shared voting power with respect to 175,654 shares, had sole dispositive power with respect to 11,143,624 shares, and had shared dispositive power with respect to 567,844 shares of Lam common stock.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our "officers," directors, and people who own more than 10% of a registered class of our equity securities to file an initial report of ownership (on a Form 3) and reports on subsequent changes in ownership (on Forms 4 or 5) with the SEC by specified due dates. Our "officers," directors, and greater-than-10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms they file. We are required to disclose in this proxy statement any failure to file any of these reports on a timely basis. Based solely on our review of the copies of the forms filed electronically with the SEC, and on written representations from certain reporting persons, we believe that all of these requirements were satisfied during fiscal year 2024, with the exception of one late Form 4 for Douglas R. Bettinger filed on August 8, 2023 to report a gift of 174 shares of the Company's common stock on August 3, 2023.
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Governance Matters
Corporate Governance
Our Board and members of management are committed to responsible corporate governance to manage the Company for the long-term benefit of its stockholders. To that end, the Board and management periodically review and update, as appropriate, the Company’s corporate governance policies and practices. As part of that process, the Board and management consider the requirements of federal and state law, including rules and regulations of the SEC; the listing standards for the Nasdaq Global Select Market (“Nasdaq”); published guidelines and recommendations of proxy advisory firms; published guidelines of some of our top stockholders; published guidelines of other selected public companies; and any feedback we receive from our stockholders. A list of key corporate governance practices is provided in the “Proxy Statement Summary” above.
Corporate Governance Policies
We have instituted a variety of policies and procedures to foster and maintain responsible corporate governance, including the following:
Figure 10. Policies and Procedures Summary
Policy or
Procedure
Summary
Board committee charters*
Each of the Board’s audit, compensation and human resources, nominating and governance, and innovation and technology committees has a written charter adopted by the Board that delegates authority and responsibilities to the committee.
Each committee reviews its charter, and the nominating and governance committee reviews the charters of all of the committees annually and recommends changes to the Board, as appropriate. See “Board Committees” below for additional information regarding these committees.
Corporate governance guidelines*
We adhere to written corporate governance guidelines, adopted by the Board and reviewed annually by the nominating and governance committee and the Board.
Selected provisions of the guidelines are discussed below, including in the “Board Nomination Policies and Procedures,” “Director Independence Policies,” and “Other Governance Practices” sections below.
Corporate
Code of Ethics*
We maintain a code of ethics that applies to all employees, officers, and members of the Board.
The code of ethics establishes standards reasonably necessary to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and full, fair, accurate, timely, and understandable disclosure in the periodic reports we file with the SEC and in other public communications. We will promptly disclose to the public any amendments to, or waivers from, any provision of the code of ethics to the extent required by applicable laws. We intend to make this public disclosure by posting the relevant material on our website, to the extent permitted by applicable laws.
Code of Conduct*
We maintain a written code of conduct to address a variety of situations that apply to our worldwide workforce. Among other items, the code of conduct addresses relationships and/or conduct with one another, with Lam (including conflicts of interest, safeguarding of Company assets, and protection of confidential information), and with other companies and stakeholders (including anti-corruption).
Insider Trading Policy**
Our insider trading policy restricts the trading of Company stock by our directors, officers, and employees, and includes provisions addressing insider blackout periods and prohibiting pledges of Company stock, and prohibiting such persons from engaging in hedging transactions, such as “cashless” collars, forward sales, equity swaps, and other similar arrangements. Investments in exchange funds are permitted if the fund is broadly diversified and comprises less than 2% of Company stock; exceptions to the 2% threshold may be permitted on a case-by-case basis.
*
A copy is available on the Investors section of our website at investor.lamresearch.com/corporate-governance.
**
A copy is available as Exhibit 19.1 to our 2024 Annual Report on Form 10-K.
Our Approach To Ensuring Board Effectiveness
As part of the Board’s commitment to responsible corporate governance, we have developed a number of practices that together serve to ensure that, over time, the Board continues to function in an effective manner that serves the long-term interests of the Company and its stockholders. Several of the practices that we consider to be most important are summarized in Figure 11 below, and the practices themselves are described in greater detail below.
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Figure 11. Board Effectiveness Practices

Board and committee evaluations. Every year, the Board conducts a self-evaluation of the Board, its committees, and the individual directors, overseen by the nominating and governance committee. From time to time, the evaluation is facilitated by an independent third-party consultant. The evaluation solicits the opinions of the directors regarding the effectiveness of the Board, Board committees, and individual directors in fulfilling their obligations. Feedback on Board effectiveness is provided to the full Board for discussion, feedback on each committee's effectiveness is provided to the committee for discussion, and feedback regarding individual director performance is provided to each individual director. The Board and committees identify and hold themselves accountable for action items stemming from the evaluation. The results of the evaluations are also considered by the nominating and governance committee and the Board as part of the director nomination process.
Board composition, diversity, and refreshment. The Board and the nominating and governance committee regard board refreshment as important, and strive to maintain an appropriate balance of tenure, turnover, diversity, and skills to meet the needs of the Company and the Board. In consideration of the Company’s evolving strategic priorities and as part of its refreshment planning, the nominating and governance committee regularly evaluates the Board’s composition, skills and experiences, diversity, and directors' time commitments and committee assignments to ensure the Board functions effectively. See “Proxy Statement Summary - Figure 5. Director Nominee Key Qualifications, Skills, and Experiences” and “Proxy Statement Summary - Figure 4 Director Nominee Composition Highlights” for additional information regarding the key qualifications, skills, and experiences considered by the Board and the nominating and governance committee in nominating our nominees. Since 2021, the Board has gained five new independent directors, three of whom are diverse in terms of gender identity, ethnicity or race, as shown in Figure 12.
Figure 12. Refreshment of Independent Directors Since 2021

The Board is committed to diversity, and for many years, the composition of the Board has reflected that commitment. The Board believes that board diversity is important to serving the long-term interests of the Company's stockholders. In identifying potential director candidates outside the Company, the nominating and governance committee is committed to actively seeking out qualified candidates who reflect diverse backgrounds, skills and experiences, including diversity of geography, gender identity, LGBTQ+ identity, age, race, and ethnicity, and classification as a member of an underrepresented minority, to include in the pool from which
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Board nominees are chosen, and any third-party search firms retained for a related search will be instructed to include such candidates in initial lists of candidates they prepare. Every year since 2006, the Board has had at least two female directors, and since 2019 we have had either three or four female directors. We began asking directors to self-identify their ethnicity/race beginning in 2020 and their gender identity and LGBTQ+ identity beginning in 2022, and have reported those metrics for the current and prior years in Figure 13 below. As illustrated in “Proxy Statement Summary - Figure 4. Director Nominee Composition Highlights”, 55% of our nominees are diverse overall, with 27% of our nominees being diverse on the basis of gender identity and 36% on the basis of ethnicity/race. In addition, over a number of years, the Board has appointed directors who have expanded the experiences, areas of substantive expertise, and geographic and industry diversity of the Board, as illustrated by the information provided in their biographies under “Voting Proposals - Proposal No. 1: Election of Directors - 2024 Nominees for Director” below.
Figure 13. Board Diversity Matrix(1)
As of September 6, 2024(2)
As of September 8, 2023
Total number of directors
13
11
Part I: Gender Identity
Female
Male
Non-Binary
Did Not
Disclose
Gender
Female
Male
Non-Binary
Did Not
Disclose
Gender
Directors
4
9
3
8
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian
1
4
1
4
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White (not of Hispanic or Latinx origin)
3
5
2
4
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background
(1)
Diversity is presented according to the categories and definitions specified in Nasdaq Rule 5605(f).
(2)
As previously disclosed in a current report on Form 8-K, two of our current directors, Dr. Tsai and Ms. Varon, are concluding their service on the Board on November 4, 2024. The size of the Board will be reduced to 11 prior to the 2024 annual meeting.
The Board is also committed to the pursuit of Board refreshment and balanced tenure. The Board believes that new perspectives and ideas are important to a forward-looking and strategic board, as is the ability to benefit from the valuable experience and familiarity of longer-serving directors who can leverage their experience with the Company and with the industry and business environment in which the Company operates. Our corporate governance guidelines do not impose a term limit on Board service; however, the Board regularly assesses the directors’ tenure mix and strives to maintain a balance that will ensure both fresh perspectives and experience on the Board. In addition, our corporate governance guidelines impose an age limitation for directors to be nominated to the Board, as described under “Board Nomination Policies and Procedures - Board Membership Criteria” below.
The Board also considers refreshment and tenure with respect to the leadership and membership of its standing committees, and the nominating and governance committee evaluates short-term and long-term roadmaps for committee membership and leadership on a regular basis. When reviewing committee assignments the nominating and governance committee considers the rotation of chairs and members with a view toward balancing the benefits derived from the diversity of experience and viewpoints of the various directors. The nominating and governance committee also considers individual directors' skills, experiences and qualifications, prior committee experience, and other positions and commitments.
Director onboarding and education. To ensure that new directors are able to effectively participate in and contribute to the Board as quickly as possible, we provide a comprehensive orientation and onboarding program for our new directors. Upon joining the Board, new directors participate in an orientation program which includes introductions to other Board members and our senior management team, and in-depth learning about our industry, business, technology, operations, culture, people, performance, strategic plans, risk management, and corporate governance practices, among other topics. The onboarding process may also include tours of one or more of our manufacturing or lab facilities. First time directors (i.e., those without prior public company board experience) are encouraged to attend an outside course shortly after joining the Board.
Our Board is also committed to ongoing education. Our corporate governance guidelines provide that directors are expected to participate in educational events sufficient to maintain their understanding of their duties as directors and to enhance their ability to fulfill their responsibilities. In addition to any external educational opportunities that the directors find useful, the Company and the board leadership are expected to facilitate such participation by arranging for appropriate educational presentations from time to time. In recent years, our Board heard from external advisors on multiple subjects, including cybersecurity, employee engagement and retention, and the economic and political climate in China.
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Board Nomination Policies and Procedures
Board membership criteria. Under our corporate governance guidelines, the nominating and governance committee is responsible for recommending nominees to the independent directors, and the independent directors nominate the slate of directors for approval by our stockholders. In making its recommendations, whether for new or incumbent directors, the nominating and governance committee assesses the appropriate balance of experience, skills, and characteristics required for the Board at the time.
Our corporate governance guidelines set out a non-exclusive list of factors to be considered by the nominating and governance committee in recommending nominees, which were selected by the Board to ensure proper board composition and effectiveness. These factors are reviewed and updated by the Board on a regular basis. The factors include, but are not limited to:
experience;
business acumen;
wisdom;
integrity;
judgment;
the ability to make independent analytical inquiries;
the ability to understand the Company’s business environment;
the candidate’s willingness and ability to devote adequate time to board duties;
diversity with respect to any attribute(s) the Board considers appropriate, including geography, gender identity, LGBTQ+ identity, age, ethnicity or race, and classification as a member of an underrepresented minority;
specific skills, background, or experience considered necessary or desirable for board or committee service;
specific experiences with other businesses or organizations that may be relevant to the Company or its industry; and
the interplay of a candidate’s experiences and skills with those of other Board members.
In addition, our corporate governance guidelines provide that a director may not be nominated for re-election or reappointment to the Board after having attained the age of 75 years. To be nominated, a new or incumbent candidate must provide an irrevocable conditional resignation that will be effective upon (1) the director’s failure to receive the required majority vote at an annual meeting at which the nominee faces re-election and (2) the Board’s acceptance of such resignation.
Upon the recommendations of the nominating and governance committee, the independent members of the Board have nominated eleven of our current directors for re-election to serve on the Board. Two current directors, Lih Shyng (Rick L.) Tsai and Leslie F. Varon, were not nominated, and, as previously disclosed in a current report on Form 8-K, are concluding their service on the Board on November 4, 2024. The Board would like to thank both Dr. Tsai and Ms. Varon for their dedicated service to the Company. Each nominee’s key qualifications, skills, and attributes considered most relevant to the nomination of the candidate to serve on the Board are reflected in their biography under “Voting Proposals - Proposal No. 1: Election of Directors - 2024 Nominees for Director” below. For a summary of the key qualifications, skills, and attributes of the nominees to the Board, see “Proxy Statement Summary - Figure 5. Director Nominee Key Qualifications, Skills, and Experiences.”
Nomination procedure. The nominating and governance committee sets specific qualifications for new directors, and identifies, screens, evaluates, and recommends qualified candidates for appointment or election to the Board. The committee considers recommendations from a variety of sources, including search firms, Board members, executive officers, and stockholders. Nominations for election by the stockholders are made by the independent members of the Board. New candidates to join the Board typically meet with our chair, our lead independent director (if applicable), members of the nominating and governance committee, additional board members, and our president and chief executive officer (“CEO”), as well as representatives of the Company’s executive team, prior to being considered for recommendation by the nominating and governance committee for appointment to the Board. See “Voting Proposals - Proposal No. 1: Election of Directors - 2024 Nominees for Director” below for additional information regarding the 2024 candidates for election to the Board.
The nominating and governance committee will consider for nomination persons properly nominated by stockholders in accordance with the Company’s bylaws and nomination procedures. Our bylaws provide that under certain circumstances, a stockholder, or group of up to 20 stockholders, who have maintained continuous ownership of at least three percent (3%) of our common stock for at least three years may nominate and include a specified number of director nominees in our annual meeting proxy statement that cannot exceed the greater of two or 20% of the aggregate number of directors then serving on the Board (rounded down). Information regarding the nomination procedures is provided in the “Voting and Meeting Information - Other Meeting Information - Stockholder-Initiated Proposals and Nominations for 2025 Annual Meeting” section below. Subject to then-applicable law, stockholder nominations for director will be evaluated by the Company’s nominating and governance committee in accordance with the same criteria as are applied to candidates identified by the committee or other sources.
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Director Independence Policies
Board independence requirements. Our corporate governance guidelines require that a majority of the Board members be independent. The nominating and governance committee annually reviews the independence of each director, including with respect to the Board and each individual committee, and recommends to the Board director independence determinations made with respect to continuing and prospective directors. No director will qualify as “independent” unless the Board affirmatively determines that the director qualifies as independent under the Nasdaq rules and has no relationship that would interfere with the exercise of independent judgment as a director. In addition, no non-employee director may serve as a consultant or service provider to the Company without the approval of a majority of the independent directors (and any such director’s independence must be reassessed by the full Board following such approval).
Board member independence. The Board has determined that all current directors and persons who served as directors during any part of fiscal year 2024, other than Mr. Archer, are independent in accordance with Nasdaq criteria for director independence. In making the determination, the Board considered prior employment with the Company, disclosed related party transactions, known familial relationships of directors with employees (not involving immediate family members) and commercial transactions involving other parties with common directorships, none of which qualified as related party transactions or were considered by the Board to interfere with the exercise of independent judgment as a director.
Board committee independence. All members of the Board’s audit, compensation and human resources, and nominating and governance committees must be non-employee or outside directors and independent in accordance with applicable Nasdaq criteria as well as Rule 16b-3 under the Exchange Act. See “Board Committees” below for additional information regarding these committees.
Lead independent director. Our corporate governance guidelines provide that the Board shall designate a lead independent director from among the independent members, if the chair is not independent. As described below under “Leadership Structure of the Board,” an independent director, Mr. Talwalkar, currently serves as chair of the Board, and as a result, the Board has not designated a lead independent director.
Executive sessions of independent directors. The Board and its audit, compensation and human resources, and nominating and governance committees hold meetings of the independent directors and committee members, without management present, as part of each regularly scheduled meeting and at any other time at the discretion of the Board or committee, as applicable.
Board access to independent advisors. The Board as a whole, and each standing Board committee separately, has the complete authority to retain, at the Company’s expense, and terminate, in their discretion, any independent consultants, counselors, or advisors as they deem necessary or appropriate to fulfill their responsibilities.
Leadership Structure of the Board
The Company’s governance framework provides the Board with the authority and flexibility necessary to select the appropriate leadership structure for the Board. In making determinations about the leadership structure, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders.
Under our corporate governance guidelines, the Board’s leadership structure includes a chair and may also include a separate lead independent director. Currently, Mr. Talwalkar, an independent director, serves as chair of the Board, and as a result, the Board has not designated a lead independent director.
The chair’s duties include (1) preparing the agenda for the Board meetings with input from the CEO, the Board, and the committee chairs; (2) upon invitation, attending meetings of any of the Board committees of which they are not a member; (3) conveying to the CEO, together with the chair of the compensation and human resources committee, the results of the CEO’s performance evaluation; (4) reviewing proposals submitted by stockholders for action at meetings of stockholders and, depending on the subject matter, determining the appropriate body, among the Board or any of the Board committees, to evaluate each proposal, and making recommendations to the Board regarding action to be taken in response to such proposal; (5) as requested by the Board, providing reports to the Board on the chair’s activities; (6) coordinating and developing the agenda for, and moderating executive sessions of the Board’s independent directors; (7) conveying to the CEO, as appropriate, discussions from executive sessions of the Board’s independent directors; and (8) performing such other duties as the Board may reasonably request from time to time.
Other Governance Practices
In addition to the principal policies and procedures described above, we have established a variety of other practices to enhance our corporate governance, including the following:
Director resignation or notification of change in executive officer status. Under our corporate governance guidelines, any director who is also an executive officer of the Company must offer to submit their resignation as a director to the Board if the director ceases to be an executive officer of the Company. The Board may accept or decline the offer, in its discretion. The corporate governance guidelines also require a non-employee director to notify the nominating and governance committee if the director
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changes or retires from their executive position at another public company. The nominating and governance committee reviews the appropriateness of the director’s continuing Board membership under the circumstances, and the director is expected to act in accordance with the nominating and governance committee’s recommendations.
Limitations on director commitments, including other board and committee memberships and leadership. The Board believes that it is critical that directors dedicate sufficient time to their service on the Board. Under our corporate governance guidelines, the nominating and governance committee considers a director’s other board and committee leadership positions and memberships that may affect a director’s ability to contribute effectively to the Board, and evaluates director commitments by reviewing director time devoted to service on our Board and committees (considering both time spent in Board and committee meetings and other time commitments outside of meetings), requiring directors to assess their time commitments, and monitoring the number of directors' outside directorships and committee memberships, among other items, at least annually. In particular, our corporate governance guidelines provide that Board members may not serve on more than four public company boards (including service on the Company’s Board). Non-employee directors who are executive officers at other public companies may not serve on more than two public company boards (including the Company’s Board). In addition, non-employee directors may not serve on more than three audit committees of public company boards (including the Company’s audit committee), unless approved by the nominating and governance committee. Finally, the Company’s CEO may not serve on more than one other public company board without obtaining prior approval of such directorship by the nominating and governance committee. All of our directors are currently in compliance with the limitations on director commitments in our corporate governance guidelines.
Director and executive stock ownership. Under the corporate governance guidelines, each non-employee director is expected to own at least the lesser of five times the value of the annual cash retainer (not including any committee chair or other supplemental retainers for directors) or 5,000 shares of Lam common stock, by the fifth anniversary of their initial election to the Board. The requirements are specified in the alternative of shares or dollars to allow for stock price volatility. The dollar alternative is translated into a number of shares by dividing the applicable multiple of the annual cash retainer by the average closing price of our common stock for the 30 trading days through June 30 of the most recently-completed fiscal year as of the measurement date. Guidelines for stock ownership by designated members of the executive management team are described below under “Compensation Matters - Executive Compensation and Other Information - Compensation Discussion and Analysis.” All of our directors and designated members of our executive management team were in compliance with the Company’s applicable stock ownership guidelines at the end of fiscal year 2024 or have a period of time remaining under the guidelines to meet the requirements.
Communications with board members. Any stockholder who wishes to communicate directly with the Board, with any Board committee, or with any individual director regarding the Company may write to the Board, the committee, or the director c/o Secretary, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538. Subject to certain exceptions specified in our corporate governance guidelines, the Secretary will forward communications to the appropriate director(s).
Any stockholder, employee, or other person may communicate any complaint regarding any accounting, internal accounting control, or audit matter to the attention of the Board’s audit committee by sending written correspondence by mail (to Lam Research Corporation, Attention: Board Audit Committee, P.O. Box 5010, Fremont, California 94537-5010) or by telephone (855-208-8578) or internet (through the Company’s third-party provider website at www.lamhelpline.ethicspoint.com). The audit committee has established procedures to ensure that employee complaints or concerns regarding audit or accounting matters will be received and treated anonymously (if the complaint or concern is submitted anonymously and if permitted under applicable law).
Meeting Attendance
Our Board held a total of four meetings during fiscal year 2024. The number of committee meetings held is shown below under “Board Committees”. All of the directors attended at least 75% of the aggregate number of Board meetings and meetings of Board committees on which they served during their tenure in fiscal year 2024.
We expect our directors to attend the annual meeting of stockholders each year unless unusual circumstances make attendance impractical. All of the individuals who were directors as of the 2023 annual meeting of stockholders attended that meeting.
Board Committees
The Board has four standing committees: an audit committee, a compensation and human resources committee, a nominating and governance committee, and an innovation and technology committee. The functions, membership, and charter of each are described below. Copies of each committee's charter are available on the Investors section of our website at investor.lamresearch.com/corporate-governance.
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Audit Committee
Membership as of September 6, 20241,2: Sohail U. Ahmed, Michael R. Cannon, John M. Dineen, Bethany J. Mayer, and Leslie F. Varon (Chair)
Meetings held in fiscal year 2024: Nine
Key responsibilities:
oversee the Company's accounting and financial reporting processes, independent auditors (including by carrying out an assessment of their qualifications and independence), internal audit program, and the audits of its financial statements;
oversee the Company's investment policies and performance,
review the Company's hedging strategy and tax strategies;
oversee the Company's ethics and compliance program;
oversee the Company's cybersecurity and information security policies and internal controls;
oversee management’s implementation and maintenance of internal control over accounting and financial reporting and of reporting systems and procedures designed to identify material misstatements in financial reporting, whether due to error or fraud, including the review of any material changes to the system of internal control over financial reporting;
review and monitor risk associated with the Company’s (i) investment policy and its investment portfolio performance, (ii) counterparty risk, including the financial position of key counterparties, including key customers, and (iii) debt and banking covenants, liquidity, available credit under revolving or other lines of credit, and access to financing;
review and approve the Company’s Insider Trading Policy, including amendments and changes thereto;
review the Company's earnings press releases, as well as financial information and earnings guidance provided therein;
review and oversee potential related party and conflict of interest situations, transactions required to be disclosed pursuant to Item 404 of Regulation S-K of the SEC, and any other transaction involving an executive or Board member, and
oversee (i) the determination of whether an accounting restatement is required due to the material noncompliance of the Company with any financial reporting requirement under the securities laws and (ii) the preparation of the Company’s accounting restatements to correct such noncompliance.
The Board concluded that all members of the audit committee, and persons who served as members of the audit committee during any part of fiscal year 2024, are non-employee directors who are independent in accordance with the Nasdaq listing standards and SEC rules for audit committee member independence. Furthermore, each member is able to read and understand fundamental financial statements as required by the Nasdaq listing standards, and the Board has determined that Mr. Cannon and Mss. Mayer and Varon are each an “audit committee financial expert” as defined in the SEC rules.
Compensation and Human Resources Committee
Membership as of September 6, 20243: Eric K. Brandt (Chair), Jyoti K. Mehra, Abhijit Y. Talwalkar, and Lih Shyng (Rick L.) Tsai
Meetings held in fiscal year 2024: Five
Key responsibilities:
review and approve the Company’s executive officer compensation philosophy, objectives, and strategies;
recommend to the independent members of the Board corporate goals and objectives under our compensation plans;
recommend to the independent members of the Board compensation packages and compensation payouts for the CEO, and approve the compensation packages and compensation payouts for our other executive officers;
oversee incentive, equity-based plans, and other compensatory plans in which our executive officers and/or directors participate;
produce an annual report on executive compensation for inclusion, as required, in our annual proxy statement;
oversee management’s determination as to whether our compensation policies and practices, including those related to pay equity laws, create risks that are reasonably likely to have a material adverse effect on the Company; and
discharge certain responsibilities of the Board with respect to organization and people matters, including executive succession planning, employee engagement programs, and assisting the Board in overseeing ESG matters relating to our workforce, including inclusion and diversity (“I&D”).
The Board concluded that all members of the compensation and human resources committee, and persons who served as members of the committee during any part of fiscal year 2024, are non-employee directors who are independent in accordance with Rule 16b-3 under the Exchange Act and the Nasdaq criteria for director and compensation committee member independence.
1
Mr. Dineen joined the committee on November 7, 2023.
2
Effective November 5, 2024, the members of the audit committee will be: Eric K. Brandt (Chair), Ita M. Brennan, John M. Dineen, and Bethany J. Mayer.
3
Effective November 5, 2024, the members of the compensation and human resources committee will be: Michael R. Cannon, Mark Fields, Jyoti K. Mehra (Chair), and Abhijit Y. Talwalkar.
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Nominating and Governance Committee
Membership as of September 6, 2024: Eric K. Brandt, Michael R. Cannon (Chair), Bethany J. Mayer, and Abhijit Y. Talwalkar
Meetings held in fiscal year 2024: Four
Key responsibilities:
identify individuals qualified to serve as members of the Board and recommend nominees for election as directors;
recommend committee membership and leadership assignments;
review our corporate governance guidelines and other governing documents and recommend amendments to the Board;
oversee self-evaluations of the Board and individual directors;
assist the Board in overseeing ESG matters not assigned to other committees, including our overall ESG strategy and goals, sustainability initiatives, climate-related goals, and, in each instance, our progress toward achieving those goals, as well as ESG reporting;
oversee the Company's political activities and review our policy regarding political contributions and spending;
develop, assess, and make recommendations to the Board concerning corporate governance matters;
review the independence of the Board and its committees and recommend director independence determinations to the Board;
monitor and evaluate the educational needs of directors and make recommendations to the Board where appropriate; and
administer the process for director candidates nominated by stockholders.
The Board concluded that all members of the nominating and governance committee, and persons who served as members of the nominating and governance committee during any part of fiscal year 2024, are non-employee directors who are independent in accordance with the Nasdaq criteria for director independence.
Innovation and Technology Committee
Membership as of September 6, 2024: Sohail U. Ahmed, Ho Kyu Kang (Chair), Bethany J. Mayer, and Abhijit Y. Talwalkar
Meetings held in fiscal year 2024: 04
Key responsibilities:
assist the Board in overseeing the Company's management of risks associated with the scope, direction, and quality of the Company's major technology plans and strategies, including its research and development (“R&D”) programs, capabilities, and activities, levels of investment, competitive positioning and intellectual property protection, and the technical, market, and business risks associated with product development and investment;
review and assess the performance, progress, and effectiveness of the Company's execution of its technology strategies;
review, evaluate, and make recommendations to the Board and management, in collaboration with the compensation and human resources committee, regarding the talent and skills requirements of the Company's workforce needed to support its current and future technology and R&D activities; and
assist the Board in overseeing the Company's management of risks associated with existing and future trends in technology and relevant markets that may affect the Company's plans and strategies.
Board’s Role and Engagement
General. The Board oversees the management of the business and affairs of the Company. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved for the stockholders. Board agendas facilitate dialogue between the Board and management regarding drivers of long-term stockholder value and key strategic and operational risks. The Board's and its committees' agendas include both regular, recurring topics as well as time for special agenda topics that are scheduled on an as-needed basis by the Board or committee chairs, as applicable.
The Board and its committees have the primary responsibilities for:
overseeing the Company's business strategies, and approving the Company's capital allocation plans and priorities, annual operating plan, and major corporate actions as set forth in the below sub-bullets;
°
a strategic plan is presented to the Board for discussion on an annual basis;
°
an operating plan is presented to the Board for discussion on an annual basis, and updates are presented at each quarterly Board meeting; and
°
capital allocation plans and priorities and other major corporate actions are presented and discussed as part of regular management updates and as special agenda topics, as appropriate.
appointing, annually evaluating the performance of, and approving the compensation of, our CEO;
4
The innovation and technology committee was formed in May 2024 and held its first meeting after the end of fiscal year 2024.
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reviewing with our CEO the performance of the Company’s other executive officers and approving their compensation;
reviewing and approving CEO and top leadership succession planning;
advising and mentoring the Company's senior management;
overseeing the Company’s internal control over financial reporting and disclosure controls and procedures;
overseeing the Company’s material risks and enterprise risk management processes and programs, with critical enterprise risks presented to the full Board at least annually;
overseeing the Company’s ethics and compliance programs, including the Company's code of ethics, with updates presented to the audit committee quarterly and to the full Board annually;
overseeing the Company's information security programs (including cybersecurity), with updates presented to the audit committee quarterly and to the full Board annually;
overseeing the Company's human capital management, with updates presented to the compensation and human resources committee quarterly and to the full Board annually;
overseeing ESG matters, with quarterly updates on our ESG program and performance provided to the nominating and governance committee, and the Company's ESG strategy, goals and performance presented to, and ESG reporting reviewed by, the full Board annually; and
overseeing the Company's political activities, with updates presented quarterly to the nominating and governance committee.
Risk Oversight. Effective and comprehensive risk management is critical to our Company’s success, given the dynamic economic, geopolitical, and social landscape in which we operate. Our Board is actively engaged in risk oversight both directly and through its committees. As a general matter, the Board exercises its oversight responsibility directly, including overseeing management’s implementation of the Company’s Enterprise Risk Management (“ERM”) program. In addition, the Board delegates oversight of certain risks to its various committees as further detailed below. The Board, and as applicable, each of its committees, oversees the Company's risk profile by regularly reviewing management's assessment of the Company's material risks and evaluating management’s risk mitigation strategies.
The Company’s ERM program is an enterprise-wide program designed to leverage existing management processes to enable effective identification of critical enterprise risks, design and implementation of appropriate risk mitigation strategies, and regular assessment of the status of risks and mitigation plans. The ERM program (i) establishes a comprehensive, enterprise-wide system to identify, evaluate, manage, and report risks, (ii) clearly defines management’s roles and responsibilities by allocating responsibility for specific risks to specific members of our senior management team, and (iii) facilitates dialogue between senior management and the Board regarding the Company’s top risks.
As part of the ERM framework, our management team seeks to create a comprehensive index of the Company’s top enterprise risks by gathering information and input regarding specific categories of risk from designated individuals representing each of the Company's business units on a quarterly basis. The ERM process involves both identification and ranking of the Company’s top risks. The imminence and timeframe of each relevant enterprise risk informs, in part, the relevant risk mitigation strategy and response time. Further, risks are evaluated based on their likelihood and impact, and appropriate risk mitigation strategies are designed based on such evaluation. On an as needed basis, we employ outside advisors to aid in assessing specific risks, provide benchmarking data, or provide information regarding trends or recent regulatory changes applicable to the Company’s risk profile.
Our chief legal officer (“CLO”), who reports to the chief executive officer, has overall responsibility for the ERM program. The CLO is responsible for coordinating the annual ERM risk reviews. Further, our CLO and/or the relevant risk owners provide the Board with annual reports regarding the critical enterprise risks, including an assessment of the likelihood and impact of each identified risk and related risk mitigation strategies. Updates on critical risks are also provided through regular reports to the Board related to the Company’s business operations, strategy, and financial results. In addition, our chief information security officer and chief compliance officer provide quarterly reports to the Audit Committee on relevant information security and compliance issues, respectively, and annually report to the Board regarding the Company's information security and ethics and compliance programs. Further, members of our Internal Audit function provide the Audit Committee with quarterly reports regarding the effectiveness and adequacy of the Company's controls, risk management, compliance, financial reporting, and governance processes that are designed by the Company.
In specific cases, the Board has delegated its risk oversight responsibility to committees of the Board based on each committees’ respective areas of responsibility and expertise, as described in further detail above in “Board Committees” and in the charters of the respective committees. Committees that have been charged with risk oversight regularly report to the Board on those risk matters within their areas of responsibility. Risk oversight responsibility has been allocated between the Board and its committees as summarized in Figure 14 and described in more detail below.
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Figure 14. Risk Oversight

Our audit committee oversees risks related to the Company’s accounting and financial reporting, internal controls, annual financial statement audits, independent registered public accounting firm, internal audit function, investment policy and investment portfolio performance, counterparties and debt and banking covenants, related party transactions, ethics and compliance program, hedging strategies, and tax strategies. The audit committee also oversees our information security program (including cybersecurity), with the responsibility of recommending such Board action as it deems appropriate.
Our nominating and governance committee oversees risks related to corporate governance, board effectiveness, director independence, Board and committee composition, political activities, and ESG matters not assigned to other committees, including climate-related risks and opportunities.
Our compensation and human resources committee oversees risks related to the Company’s equity and executive compensation programs and plans, executive succession plans, employee engagement programs, and ESG matters relating to the Company’s workforce, including I&D.
Our innovation and technology committee oversees risk related to the scope, direction, and quality of the Company's major technology plans and strategies, talent and skills requirements for technology and R&D activities, and existing and future technology and market trends.
Information Security (including Cybersecurity) Oversight. Our Board recognizes the significant role of information security in safeguarding our valuable intellectual property (“IP”) along with the confidentiality, integrity and availability of the data of our customers, employees, and suppliers. The Board is responsible for overseeing our strategy and approach to addressing information security risks, including managing and assessing risks from cybersecurity threats, both directly and through the audit committee. The audit committee is responsible for reviewing and monitoring the Company's cybersecurity and information security policies and its internal controls regarding cybersecurity and information security. In addition, the audit committee is responsible for regularly reporting to the Board on the substance of such reviews and, as necessary, recommending to the Board such actions as it deems appropriate. Our chief information security officer (“CISO”) reports on information security risks at least quarterly to the audit committee and at least annually to the Board.
In addition, we have implemented processes, which are integrated into the Company's ERM program, for identification, assessment, and management of material risks from cybersecurity threats. Our CISO, who has over 30 years of experience in information security and technology leadership, has primary responsibility for (i) leading our global information security program, (ii) managing the cybersecurity risks identified as part of the ERM program, and (iii) developing, implementing, and enforcing security policies and maintaining information security systems.
A key component within our ERM framework is a robust information security risk management program, which includes:
risk assessments designed to help identify risks to our critical systems, information, services, and our broader global information systems environment;
a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents;
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the use of external service providers, where appropriate, to aid in assessing specific risks, providing benchmarking data, providing information regarding trends or recent regulatory changes applicable to our risk profile, or to test or otherwise assist with aspects of our security processes;
the periodic engagement of an independent third-party expert to evaluate our security capabilities;
mandatory annual cybersecurity awareness training of our employees, including incident response personnel and senior management, as well as conducting periodic tests with our user population to reinforce good information security practices;
a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents, including those impacting the Company’s manufacturing sites;
processes to identify vulnerabilities, breach attempts, and possible criminal activity by external parties; and
processes to assess the practices of our suppliers and third-party service providers relative to protecting the security of our information.
Additionally, the Company holds International Organization for Standardization (“ISO”) 27001-2022 certification for information security at our corporate headquarters. For further details about our information security oversight, please see our 2024 Annual Report on Form 10-K.
Political Activity Oversight. Engagement in the political and public policy process is essential to the Company's strategic priorities and serves the interest of its stockholders and employees. Our nominating and governance committee oversees the Company's political activities to ensure that they align with Company policy. The committee is also responsible for reviewing the Company’s policy regarding political activities, and for reviewing payments to trade associations and other third parties that may be used for political or lobbying purposes. Our political activities are led by our Corporate Vice President of Global Trade and Government Affairs (“GTGA”), who is responsible for reporting to the nominating and governance committee at least quarterly on the Company's political activities, and annually on the Company's political policy updates and payments to trade associations and other third parties that may be used for political or lobbying purposes.
Our GTGA group plays a central role in helping us navigate export control requirements and works closely with our leadership to ensure a compliant, proactive response to new requirements. Externally, the GTGA group plays a leading role in industry efforts to amplify our voice in the wafer fabrication equipment industry and larger semiconductor ecosystem. We are a founding member of the Semiconductor Climate Consortium, which seeks to promote semiconductor industry climate action on a global scale. We also collaborate with the National Foreign Trade Council (“NFTC”) on international tax and trade policy issues.
We have also established an employee-funded political action committee, Leading American Microelectronics Political Action Committee (“LAMPAC”). Using voluntary contributions from eligible employees, LAMPAC supports candidates whose policy goals align with our advocacy agenda. To ensure proper administration of the LAMPAC and to maintain compliance with federal regulatory requirements, only authorized GTGA personnel are involved in LAMPAC's operations. The political action committee files routine public disclosures of its activity with the Federal Election Commission.
As a matter of company policy, we do not make direct political contributions of any kind to political parties, candidates, or political committees, nor do we make payments to influence the outcome of ballot measures, engage in independent political expenditures in direct support of or opposition to candidates, or engage in indirect political spending, such as through our supply chain, consultants, or third-party organizations, including 501(c)(4) or 527 entities. For more details regarding our political activities, please refer to our public policy engagement and political activity statement located on the Investors section of our website at investor.lamresearch.com/corporate-governance.
Stockholder Engagement
We believe that engagement with our stockholders is an important part of effective corporate governance. Our senior management, including our president and CEO, chief financial officer (“CFO”), and members of our Investor Relations team, maintain regular contact with a broad base of investors through quarterly earnings calls, meetings, investor day events, industry conferences, and other investor and industry events. Through these interactions, over the course of calendar year 2023, senior management and Investor Relations met with stockholders collectively holding over 53% of our shares (based on averaged quarterly holdings). In addition, we engage with major stockholders on governance matters, including executive compensation and ESG topics. This outreach is generally conducted outside of our proxy solicitation period and, depending on the topics, includes members of our Investor Relations, Human Resources, ESG, and Legal functions, and may also include members of the Board. During the proxy solicitation period, we may also engage with our stockholders about topics to be addressed at our annual meeting of stockholders. Our process for engaging with stockholders on governance topics and annual meeting proposals is summarized in Figure 15 below.
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Figure 15. Stockholder Governance Engagement Cycle

Through these engagements, we receive valuable input from our stockholders, which helps us evaluate key initiatives from additional perspectives. We share the opinions and information received from our stockholders with the Board. Over the last few years, we have heard from stockholders about their views on subjects such as executive compensation, ESG goals and related progress, culture, leadership transitions, returning capital to stockholders, director tenure, board refreshment, director skills and experiences, board and workforce diversity and inclusion, director time commitments, political activities, and supply chain management. Understanding the feedback shared with us, we have maintained our focus on board diversification, board refreshment based on skills and experiences, workforce diversity and inclusion, pay for performance, and risk oversight; have added additional areas of board oversight, including oversight over political activities; have augmented the Board's oversight of technology strategy and risk through the creation of a new board innovation and technology committee; and have enhanced our proxy statement and annual ESG report disclosures.
We engaged in extensive stockholder outreach on governance topics and annual meeting proposals in 2023, prior to and during the proxy solicitation period, as illustrated in Figure 16 below. We have summarized our governance outreach efforts, and described the topics discussed, in Figure 16 below, as well as in “Compensation Discussion and Analysis – Overview of Executive Compensation – 2023 Say on Pay Voting Results and Stockholder Outreach”:
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Figure 16. 2023 Stockholder Governance Outreach Summary

Topics
What we heard from our stockholders
Our Perspective/How we responded
Director Qualifications, Skills and Experiences, Board Composition, and Governance
Stockholders appreciated our detailed disclosures included in our skills and experiences matrix. Some stockholders suggested additional skills and experiences matrix categories for our consideration. Many stockholders provided favorable feedback on our board composition, refreshment, diversity and inclusion, and governance practices. In addition, many stockholders noted that our overboarding policies are in-line with their guidelines. However, a small number of stockholders equate long board tenure with a lack of independence or had more stringent overboarding limitations.
We continue to monitor stockholder guidelines and peer practices for consideration of whether the current board service limitations are at a suitable level, and whether to add additional skills and experiences categories.
ESG Oversight
Stockholders provided favorable feedback on our strong ESG governance and comprehensive disclosures, well-disclosed progress on our goals, and the establishment of our human rights policy. In addition, they noted that they were pleased that we set short-term science-based targets.
In our ESG report for calendar year 2023 (available on our website at lamresearch.com/company/environmental-social-and-governance/), we have provided further disclosures regarding our ESG governance, priorities, long- and short-term goals and progress (See Fig.8 “ESG Highlights” on page 7 and “Environmental, Social, and Governance Matters” beginning on page 24). In our governance documents, we provide further clarification on the nominating and governance committee’s ESG oversight responsibilities. (See also “Board Committees” on page 16.)
Climate
Stockholders provided favorable feedback on our net zero goals and roadmap, our well-disclosed progress and engagement with suppliers on goal setting, scorecards and audits. They were interested in further disclosures of our engagement with customers and suppliers regarding Scope 3 emissions, and additional disclosure of Scope 3 goals and objectives.
In our ESG report for calendar year 2023, we have described our progress toward reaching our short- and long-term goal to achieve net zero GHG emissions by 2050. The ESG Report also further details our efforts in engaging with customers and suppliers on Scope 3 emissions reductions. (See also “Environmental, Social, and Governance Matters” beginning on page 24.)
Executive Compensation
See “Compensation Discussion and Analysis – Overview of Executive Compensation – 2023 Say on Pay Voting Results and Stockholder Outreach” beginning on page 38.
Culture and Human Capital Management
We endeavor to be a great place to work globally by investing in a multi faceted strategy that is rooted in building an inclusive and diverse workplace. The Board is actively engaged in overseeing our culture and the management of human capital, both directly and through its compensation and human resources committee and innovation and technology committee. The compensation and human resources committee's responsibilities include organizational and people matters, including reviewing executive officer succession plans as described below, reviewing employee engagement programs, and reviewing and assisting the Board in overseeing ESG matters relating to human capital management and our workforce, including I&D and the workforce portion of our annual ESG report. In addition, the innovation and technology committee's responsibilities include reviewing, evaluating, and making recommendations to the Board and management, in collaboration with the compensation and human resources committee, regarding the talent and skills requirements of our workforce. Our chief human resources officer reports to the compensation and human resources committee on a quarterly basis on key human capital metrics and our progress relative to our human capital goals, to assist the committee in assessing organizational health. While the metrics and areas of focus can change over time, reflecting changing areas of operational focus, in recent years they have included metrics and goals such as those relating to headcount, demographics, hiring, retention (including retention by level or by group), organizational shape, inclusion, and engagement.
One of the Board’s primary responsibilities is to oversee the performance, development, and succession of our executive talent. However, the Board’s involvement in people development extends beyond the executive team. The Board and the compensation and human resources committee engage with management across a broad range of human capital related topics. To support employees’ well-being and ensure Lam is a place where everyone feels valued and can do their best work, we have focused on I&D; recruitment and development; employee engagement; providing a comprehensive compensation and benefits package; and health and safety. All of our named executive officers have compensation goals related to employee engagement, talent, and I&D, to help ensure the
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members of our executive team are aligned with our corporate goals in these areas and are accountable for the results achieved (see “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis” below for more details).
Employee engagement and voice are critical to Lam’s culture. We regularly engage employees to find out what’s working and how we can better meet their evolving needs. We conduct a global survey at a regular cadence to gather input from employees on culture, I&D, career opportunity, and manager effectiveness. We also solicit employee feedback through in-person and online employee forums, engagement sessions, all-employee meetings, conversations with managers, and our human resource support and employee relations teams. The Board believes that visits to Company facilities and regular direct engagement with employees enable it to assess the Company’s culture first-hand. Since 2017, the Board has visited our facilities in Fremont, Livermore, Tualatin, Taiwan, and South Korea, and regularly meets directly with employees in small groups to engage with and hear directly from them. Since August 2022, our Board has had engagement sessions with recently-hired college graduates, vice presidents, members of our employee resource groups, senior managers, and director-level employees at our Fremont and Tualatin locations. These surveys and engagements provide management and the Board with valuable employee feedback and help ensure the executive leadership team is focused on and held accountable for fostering and promoting a culture and workplace environment that is consistent with Lam’s core values and with achieving our human capital goals.
We believe it is important for every employee to feel valued, included, and empowered to reach their full potential. To this effect, we embrace I&D and proactively create opportunities to attract, retain, develop, and reward our employees. I&D is one of the strategic focus areas for the Company. The three core pillars of our I&D strategy include, (i) fostering inclusion, (ii) increasing diversity, and (iii) sharing our progress. We employ an executive leader of I&D who is responsible for driving our I&D strategy, building partnerships, and aligning with best practices. We strive to continuously enhance our I&D program by expanding resources available for professional development, facilitating the creation of additional employee resource groups, providing new job rotation and mentoring programs, and expanding our management training offerings. In addition, inclusion goals are also included in our leaders' performance and development plans.
Prioritizing the health, safety, and well-being of our employees is critical to our ongoing success. We invest in education, awareness, monitoring, and prevention programs to help recognize and control safety hazards. Our goal is to apply our environmental, health, and safety policies, programs, and response plans (“EHS Policies”) to any location in which we operate. In addition, we seek to extend our EHS Policies to anyone who works on our sites with the intent to provide a safe environment during both routine and extraordinary circumstances. We monitor our safety performance at the enterprise, regional, and site levels. We strive to provide workplace flexibility by enabling employees to work in ways intended to meet their unique needs. We also seek to ensure our benefits support the needs of our diverse employee base and deliver resources that support our employees’ well-being and health.
We aim to maintain and cultivate a workplace where every person has equal opportunities to thrive. We are committed to equal opportunity and non-discrimination in our employment practices, including equitable compensation for work performed. To ensure accountability, we conduct an annual pay equity assessment of our compensation practices and systems to promote fair and equitable compensation in our workforce. The charter of our compensation and human resources committee includes oversight responsibility for our compensation policies and practices related to pay equity laws. We maintain robust employment policies and procedures to reinforce our commitment to equal opportunity, non-discrimination, and pay equity. Our policies and procedures prohibit discrimination, harassment or retaliation in any aspect of employment, including recruiting, hiring, promotion, or compensation. Our Global Employment Practices Statement declares our support of workers’ rights to freedom of association and collective bargaining, to the extent permitted under local laws. In addition, our human rights policy further demonstrates our commitment to the protection, safety, and dignity of all Lam employees. Our most recent EEO-1 report can be found in the ESG section of our website at lamresearch.com/company/environmental-social-and-governance/. Our EEO-1 report shall not be deemed “filed” with the SEC for purposes of federal securities law, and it shall not, under any circumstances, be incorporated by reference into any of the Company’s past or future SEC filings. The EEO-1 report shall not be deemed soliciting material.
For further details about our human capital management, please see our 2024 Annual Report on Form 10-K, as well as our most recent ESG report.
Environmental, Social, and Governance Matters
An important part of advancing the industry and empowering progress is being a socially responsible company. Our core values underpin our commitments to sustainable growth and to making a positive contribution to people and the planet. We are committed to responsible and sustainable business practices and continuous improvement in our own operations, in our partnerships with customers, across our supply chain, and in our engagements with our other stakeholders. We invest in ESG across our business and integrate ESG principles into our day-to-day operations. Our ESG strategy is composed of six key pillars, as outlined below. This framework focuses our attention on our most important topics and pressing challenges, while helping us deliver value to our stakeholders.
Governance. Our ESG governance framework is illustrated in Figure 17 below. While our Board is actively engaged in ESG oversight, the nominating and governance committee has the primary responsibility for oversight of our ESG priorities. For human capital and workforce-related issues, the compensation and human resources committee, along with the innovation and technology
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committee, hold oversight responsibility. The compensation and human resources committee holds primary oversight responsibility for human capital and workforce-related issues while with the innovation and technology committee is primarily responsible for the technical talent and skills requirements of the Company's workforce. The audit committee is responsible for oversight of ethics and compliance and information security. Our executive leadership provides regular updates to the Board and its committees and engages them to discuss ESG strategy, gain alignment on goals, and report on progress. Our CEO and members of the CEO staff participate in our ESG executive steering committee, which is responsible for guiding our ESG strategy, approving and supporting initiatives, and holding business leaders accountable. Our cross-functional ESG leadership team is responsible for proposing goals, developing and executing strategy, and embedding ESG into our operations management system. Our net zero leadership team is responsible for working with business units to integrate climate considerations into decision-making processes, driving progress on our net zero strategy, and tracking performance against our climate goals (described in more detail under “Sustainable Operations” below). In addition, we have topic-specific working groups to address key issues. We also tie our executive compensation program to progress on Lam’s ESG goals to ensure that Lam’s executive leaders are accountable for driving ESG progress and are rewarded for their achievements. As a member of the United Nations Global Compact, we use the United Nations Sustainable Development Goals (SDGs) as another method of measuring our ESG progress.
Figure 17. Lam's ESG Governance Structure

Product Innovation. We develop products and solutions with the belief that business success includes making a positive impact on society and the planet. For us, that means that environmental impact and social responsibility should inform our product design and research and development. As part of our net zero strategy, we intend to accelerate the integration of environmental considerations into the design, manufacturing, delivery, and performance of our products to help us meet our goals.
In calendar year 2023, we focused on driving progress across three aspects of sustainable product innovation to deliver meaningful, measurable results. We are proud of our efforts to further technologies that accelerate our industry's path to a reduced-carbon future. Specifically, we made our tools and processes more energy efficient to drive reductions in energy usage, GHG emissions, and costs. We also identified and leveraged opportunities to shift away from high global warming potential (“GWP”) chemistries to reduce emissions. Our teams have installed Equipment Intelligence® ECO sensors in our labs to capture data on the environmental performance of our tools.
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Our Customer Support Business Group (“CSBG”) supports Lam’s customers across the equipment lifecycle. From solutions that increase system uptime to offerings that extend the product lifecycle, our goal is to help customers optimize quality and cost, with the added benefit of reducing their environmental impact. In addition to new systems, CSBG provides refurbished tools, previous generation tools, and equipment upgrades. These options deliver great customer value while avoiding the environmental impacts of manufacturing new tools and sending existing equipment to landfills. Our spares offerings include the reuse of high-value spare parts through a variety of re-cleaning, repair, refurbishment, and re-coating services.
Sustainable Operations. Incorporating environmental sustainability into business leads to better products, more efficient operations, and added value for our customers. As the world tackles climate change and other critical environmental issues, we seek to do our part by responsibly managing our impact and have set global goals for energy efficiency, GHG emissions, water conservation, and hazardous waste diversion. We carefully monitor and manage our environmental impact across our business and work to implement cost-effective best practices, focusing our efforts where we believe we can have the biggest long-term impact. By 2050, we aim to achieve net zero GHG emissions. To achieve this goal, we have established a net zero roadmap that outlines our strategy to achieve time-based targets to keep us on track. In 2022, we achieved Science-Based Targets initiative (“SBTi”) validation for our near-term GHG-reduction targets. These goals are in line with limiting global warming to 1.5"C, representing the most ambitious SBTi designation available. In 2023, we continued to pursue these targets through initiatives to optimize our tools and processes and reduce our usage of energy, water, and generation of waste. We report progress annually to the CDP and through our annual ESG report. Our ESG report for calendar year 2023 contains disclosures aligned with the Sustainability Accounting Standards Board (“SASB”), the Global Reporting Index (“GRI”), and the Task Force on Climate-Related Disclosures (“TCFD”) framework.
We are a founding member of the Semiconductor Climate Consortium. This industry-level collaboration brings together key players across the semiconductor industry to collectively tackle climate change. By collaborating with fellow members, we aim to accelerate solutions with greater speed and scale than can be achieved alone.
Our Workplace. As described above in the “Culture and Human Capital Management” section, guided by our core values, we strive to provide a work environment that fosters I&D, ensures every voice is heard, and enables employees to achieve their full potential. We aim to maintain a collaborative, supportive, and opportunity-rich culture that enhances innovation and employee engagement. We strive to protect the health and safety of our personnel throughout our entire operation, including our offices, manufacturing sites, R&D centers, and our field team working at customer sites.
Responsible Supply Chain. We understand the importance of an ethical, just, and low-carbon supply chain, and we engage with our suppliers to address issues including climate action, human rights, supplier diversity, and responsible mineral sourcing. Lam’s supply chain is extensive, so we employ strong oversight and governance to facilitate comprehensive supply chain management across the globe. Our Supply Chain ESG team leads our direct supplier risk assessment efforts, with a focus on driving continuous improvements. Lam also has cross-functional supply chain teams that collaborate to share best practices around supplier engagement. In recent years, we’ve assembled a global team to mature and refine our supply chain ESG approach. The team is embracing new tools and technologies to enhance supplier engagement, data collection, and due diligence — helping us support suppliers’ efforts to enhance their corporate responsibility practices while reducing Lam’s supply chain risks and advancing our ESG goals.
Lam is a member of the Responsible Business Alliance (“RBA”), the world’s largest industry coalition dedicated to corporate responsibility in global supply chains. We are a strong proponent of supply chain-related industry standards and uphold the guidelines published by the RBA. Our suppliers are expected to adhere to our Global Supplier Code of Conduct, which incorporates the RBA Code of Conduct and covers topics such as ethics, integrity, transparency, anti-corruption, conflict minerals, human rights and labor practices, health and safety, environmental sustainability, and social responsibility. Throughout the supplier lifecycle, we continue to conduct due diligence using a risk-based approach, which may include RBA self-assessment questionnaires, inspections, and corrective actions as needed.
Advancing climate action requires close collaboration between us and our customers and suppliers. Upstream activities contribute to our Scope 3 emissions, so if we want to reduce them, we need top suppliers on board. We continue to engage and educate our suppliers to make progress toward our 2050 net zero GHG emissions goal. In 2023, we hosted our second-annual Supplier ESG Forum to connect with suppliers. We asked our top suppliers to commit to climate action and used our ESG survey to collect information about our top suppliers' climate performance. In addition, we piloted energy assessments with some of our top suppliers to help them find opportunities to reduce their energy usage. By engaging suppliers on these issues, we are encouraging them to measure and manage important areas of their environmental impact. This supports mutual progress toward our respective ESG priorities and goals.
We strive to protect and support human rights—both in our supply chain and in our operations around the world. We expect our suppliers and sites to comply with laws including, but not limited to, the U.K. Modern Slavery Act of 2015 and the California Transparency in Supply Chains Act of 2010. Our global human rights policy, which applies to all our employees, outlines our expectations to uphold internationally recognized human rights. Our policy is intended to align with several internationally recognized standards, including the Universal Declaration of Human Rights, the UN’s Guiding Principles on Human Rights, and the RBA Code of Conduct. Lam expects our suppliers to adopt similar practices.
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I&D are part of our Core Values at Lam, and we recognize the value that our relationships with diverse suppliers bring. During our supplier onboarding process, we implement measures to identify diverse suppliers, including minority-, women-, LGBTQ+, and veteran-owned businesses, as well as businesses owned by people with disabilities. We also include diverse qualifications in our Supplier Scorecard and track and report spending with diverse direct material suppliers on a periodic basis.
Our Communities. One of our guiding principles is to “act with purpose for a better world.” We seek to fund community programs that uplift the places where we operate and live, in line with this guiding principle. We have established an overarching social impact platform – “Powering Breakthroughs Together” – with an objective of making meaningful progress in three focus areas: enabling transformative learning; helping build more resilient communities; and fostering more inclusive societies. We endeavor to work together with philanthropic organizations and our employees to increase the impact of our activities. In 2023, we completed the first year of our three-year, $10 million sponsorship of FIRST® Global. In addition to serving as the premier sponsor for the FIRST Global Challenges, we also encourage our employees to volunteer as FIRST mentors for students. Beyond our engagement with FIRST Global, we intend to support programs to strengthen relationships, technology, preparedness, and recovery plans that enable communities to succeed in the face of natural disasters or changing climate conditions. This includes making investments in programs implementing disaster preparedness and recovery plans, engaging and connecting with community members, helping rebuild communities or curbing climate change. We plan to invest in initiatives to facilitate equitable access and opportunities to help communities reach their full potential by eliminating barriers, leveling the playing field, and driving systematic change.
For more information about our ESG efforts, including climate-related efforts, please refer to our annual ESG report available in the ESG section of our website at lamresearch.com/company/environmental-social-and-governance/. Our ESG report shall not be deemed “filed” with the SEC for purposes of federal securities law, and it shall not, under any circumstances, be incorporated by reference into any of the Company’s past or future SEC filings. The ESG report shall not be deemed soliciting material.
Director Compensation
Our director compensation is designed to attract and retain high-caliber directors and to align director interests with those of stockholders. The compensation and human resources committee’s independent compensation consultant advises the committee with respect to non-employee director compensation and assists with the review of competitiveness of such compensation. In August 2021, our Board initially adopted our current non-employee director compensation program, which was most recently amended and approved by the Board in May 2024. The objective of the non-employee director compensation program is to target and pay the non-employee directors at the median of our Peer Group (as defined and described below under “Compensation Matters - Executive Compensation and Other Information - Compensation Discussion and Analysis – Executive Compensation Governance and Procedures – Peer Group Practices and Survey Data”), as measured every other year.
Under the non-employee director compensation program, non-employee director compensation is compared to our Peer Group annually and the results of this comparison are provided to the compensation and human resources committee in connection with its regular August meeting. Every other year, if this comparison shows any element of non-employee director compensation to be below the 50th percentile when compared to our Peer Group, this element will be automatically increased to a value equal, as nearly as practicable, to the 50th percentile, effective on the date of our next annual meeting of stockholders for service in the following calendar year (e.g., if an adjustment were made in connection with the August 2025 compensation and human resources committee meeting, then such adjustment will be effective on the date of our annual stockholder meeting in November 2025 for service in calendar year 2026). Under the program, the compensation and human resources committee has the option at any time to recommend that the Board exercise, and the Board has the right at any time to exercise, negative discretion to reduce (or to not increase) any element of non-employee director compensation. The non-executive director compensation program may be modified, replaced, superseded or canceled by the Board at any time. The elements of our non-employee director compensation are described below.
In the case of Mr. Archer, our president and CEO, his executive compensation (which is described below under “Compensation Matters - Executive Compensation and Other Information - Compensation Discussion and Analysis”) is reviewed annually by the independent members of the Board. Mr. Archer does not receive additional compensation for his service on the Board.
Non-employee director compensation. Non-employee directors receive annual cash retainers and equity awards. The chair of the Board, the lead independent director (if applicable), and committee chairs and members receive additional cash retainers. Non-employee directors who join the Board or a committee mid-year receive pro-rated cash retainers and equity awards, as applicable. Our non-employee director compensation program is based on service during the calendar year; however, SEC rules require us to report compensation in this proxy statement on a fiscal year basis. The results of our annual peer group comparison for calendar year 2023 revealed that certain elements of our non-employee director compensation were below the 50th percentile in comparison to our Peer Group (as defined below). As such, the applicable elements of our non-employee director compensation were automatically adjusted for calendar year 2024 as further detailed below. Cash compensation paid to non-employee directors for the fiscal year ended June 30, 2024, together with the annual cash compensation program components in effect for calendar years 2024 and 2023, is shown below.
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Figure 18. Director Annual Retainers
Annual Retainers(1)
Calendar Year 2024
($)
Calendar Year 2023
($)
Fiscal Year 2024(2)
($)
Non-employee Director
100,000
87,500
100,000
Chair
152,500
150,000
152,500
Audit Committee – Chair
35,000
35,000
35,000
Audit Committee – Member
15,000
15,000
15,000
Compensation and Human Resources Committee – Chair
30,000
30,000
30,000
Compensation and Human Resources Committee – Member
10,000
10,000
10,000
Nominating and Governance Committee – Chair
20,000
20,000
20,000
Nominating and Governance Committee – Member
10,000
10,000
10,000
Innovation and Technology Committee - Chair
20,000
Innovation and Technology Committee - Member
10,000
(1)
Each Director is entitled to an annual non-employee director cash retainer. Directors are also entitled to supplemental retainer fees if they have board leadership positions (e.g., chair) and/or are either committee chairs or members.
(2)
The chair and each member of the innovation and technology committee, respectively, were entitled to receive pro-rated annual retainers for their service on the committee during calendar year 2024, the amounts for which are planned to be paid to the directors in calendar year 2024 after the completion of the first committee meeting held in August 2024.
Each non-employee director also receives an annual equity award on the first Friday following the annual meeting. For the equity awards granted in November 2023, these had a targeted grant date value equal to $230,000 (the number of RSUs subject to the award is determined by dividing $230,000 by the 30 trading day average of the closing price of our common stock prior to the date of grant, rounded down to the nearest whole share). These awards generally vest on October 31 in the year following the grant and are subject to the terms and conditions of the Company’s 2015 Stock Incentive Plan, as amended, or other equity plan (the “Equity Plan”), and the applicable award agreements. These awards immediately vest in full: (1) if a non-employee director dies or becomes subject to a “disability” (as determined pursuant to the Equity Plan), (2) upon the occurrence of a “Corporate Transaction” (as defined in the Equity Plan), or (3) on the date of the annual meeting, if the annual meeting during the year in which the award was expected to vest occurs prior to the vest date and the non-employee director is not re-elected or retires or resigns effective immediately prior to the annual meeting. Non-employee directors who commence service after the annual equity award has been granted receive on the first Friday following the first regularly scheduled, quarterly Board meeting attended a pro-rated award based on the number of regularly scheduled, quarterly Board meetings remaining in the year as of the effective date and time of the director’s appointment. The pro-rated awards are subject to the same vesting schedule, terms and conditions as the annual equity awards, except that if the award is granted on the first Friday following the regularly scheduled quarterly November Board meeting, the award vests immediately.
On November 10, 2023, each director at such time (other than our president and CEO) received a grant of 369 RSUs for service during calendar year 2024. Unless there is an acceleration event, the RSUs granted to each current director for service during calendar year 2024 will vest in full on October 31, 2024, subject to the director’s continued service on the Board. On November 10, 2023, Mr. Dineen, who was appointed to the Board effective August 24, 2023, also received a pro-rated grant of 86 RSUs for service during calendar year 2023. The following table shows compensation for fiscal year 2024 for persons serving as directors during fiscal year 2024 other than Mr. Archer:
Figure 19. Director Compensation for Fiscal Year 2024
Fees Earned
or Paid in Cash
($)
Stock
Awards
($)(1)
Total
($)
Sohail U. Ahmed
115,000(2)
250,119(3)
365,119
Eric K. Brandt
140,000(4)
250,119(3)
390,119
Michael R. Cannon
135,000(5)
250,119(3)
385,119
John M. Dineen
140,625(6)
309,066(3)(7)
449,691
Ho Kyu Kang
100,000(8)
250,119(3)
350,119
Bethany J. Mayer
125,000(9)
250,119(3)
375,119
Jyoti K. Mehra
110,000(10)
250,119(3)
360,119
Abhijit Y. Talwalkar
272,500(11)
250,119(3)
522,619
Lih Shyng (Rick L.) Tsai
110,000(12)
250,119(3)
360,119
Leslie F. Varon
135,000(13)
250,119(3)
385,119
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(1)
The amounts shown in this column represent the grant date fair value of unvested RSU awards granted during fiscal year 2024 in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718, Compensation — Stock Compensation (“ASC 718”). However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. The fair value of RSUs was calculated based on the fair market value of the Company’s common stock at the date of grant, discounted for dividends.
(2)
Mr. Ahmed received $115,000, representing his annual retainers for calendar year 2024 of $100,000 for service as a director and $15,000 for service as a member of the audit committee.
(3)
On November 10, 2023, each non-employee director who was on the Board at such time received an annual grant for calendar year 2024 of 369 RSUs, based on the 30 trading day average of the closing price per share of Lam's common stock prior to the grant date, $622.70, and the target value of $230,000, rounded down to the nearest share. All of these RSUs were outstanding and unvested as of June 30, 2024.
(4)
Mr. Brandt received $140,000, representing his annual retainers for calendar year 2024 of $100,000 for service as a director, $30,000 for service as the chair of the compensation and human resources committee, and $10,000 for service as a member of the nominating and governance committee.
(5)
Mr. Cannon received $135,000, representing his annual retainers for calendar year 2024 of $100,000 for service as a director, $20,000 for service as the chair of the nominating and governance committee, and $15,000 for service as a member of the audit committee.
(6)
Mr. Dineen received $140,625, representing his annual retainers for calendar year 2024 of $100,000 for service as a director, and $15,000 for service as a member of the audit committee, and prorated annual retainer for calendar year 2023 of $25,625 for service on the board and as a member of the audit committee.
(7)
On November 10, 2023, Mr. Dineen received a prorated annual grant for calendar year 2023 of 86 RSUs based on the $622.70 per share closing price of Lam’s common stock and the target value of $53,750, rounded down to the nearest share.
(8)
Dr. Kang received $100,000, representing his annual retainer for calendar year 2024 for service as a director.
(9)
Ms. Mayer received $125,000, representing her annual retainers for calendar year 2024 of $100,000 for service as a director, $15,000 for service as a member of the audit committee, and $10,000 for service as a member of the nominating and governance committee.
(10)
Ms. Mehra received $110,000, representing her annual retainer for calendar year 2024 of $100,000 for service as a director and $10,000 for service as a member of the compensation and human resources committee.
(11)
Mr. Talwalkar received $272,500, representing his annual retainers for calendar year 2024 of $100,000 for service as a director, $152,500 for service as chair of the Board, $10,000 for service as a member of the compensation and human resources committee, and $10,000 for service as a member of the nominating and governance committee.
(12)
Dr. Tsai received $110,000, representing his annual retainers for calendar year 2024 of $100,000 for service as a director and $10,000 for service as a member of the compensation and human resources committee.
(13)
Ms. Varon received $135,000, representing her annual retainers for calendar year 2024 of $100,000 for service as a director and $35,000 for service as the chair of the audit committee.
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Compensation Matters
Executive Compensation and Other Information
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation program, including the compensation earned by our fiscal year 2024 “Named Executive Officers” (“NEOs”), who are as follows:
Figure 20. Named Executive Officers for Fiscal Year 2024
Named Executive Officer
Position(s)
Timothy M. Archer
President, Chief Executive Officer
Douglas R. Bettinger
Executive Vice President, Chief Financial Officer
Patrick J. Lord
Executive Vice President, Chief Operating Officer
Seshasayee (Sesha) Varadarajan
Senior Vice President, Global Products Group
Vahid Vahedi
Senior Vice President, Chief Technology and Sustainability Officer
Our CD&A is organized according to the following structure:
 
Table of Contents
Page
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I. OVERVIEW OF EXECUTIVE COMPENSATION
Our Compensation Cycle
Although we have a June fiscal year end, our executive compensation program is generally designed and oriented on a calendar year basis to correspond with our calendar year-based business planning. This CD&A generally reflects a calendar year (“CY”) orientation rather than a fiscal year (“FY”) orientation, as shown below. The Executive Compensation Tables following this CD&A are based on our fiscal year, as required by SEC regulations.
Figure 21. Executive Compensation Calendar-Year Orientation


Our Business, Our Industry Environment, and Our Financial Performance
An overview of our business and industry environment is set forth in “Proxy Statement Summary” on page 1.
Overall, calendar year 2023 customer demand weakened due to wafer fabrication equipment spending reductions resulting primarily from weakness in the memory market. In addition, the United States government’s restrictions on sales of equipment, parts, and services for specific technologies and customers in China further impacted equipment demand in the year.
Highlights for calendar year 2023:
achieved revenue of approximately $14.3 billion for the calendar year, representing an approximately 25% decrease over calendar year 2022;
generated operating cash flow of approximately $5.3 billion, which represents approximately 37% of revenues; and
generated sufficient cash flow to support payment of approximately $961 million in dividends to stockholders.
In the first half of calendar year 2024, wafer fabrication equipment spending increased over the same period of the prior year primarily from improved demand in the memory segment. Within memory, there were higher investments in overall DRAM, including growth in mature node DRAM spending from China.
For the March and June 2024 quarters combined, Lam delivered revenues of approximately $7.7 billion, and operating cash flows of approximately $2.2 billion.
Our Pay-for-Performance Orientation
To align with stockholders’ interests, our executive compensation program is designed to foster a pay-for-performance culture and achieve the executive compensation objectives described in “Executive Compensation Philosophy and Program Design - Executive Compensation Philosophy” below. We have structured our compensation program and payouts to reflect these goals. Highlights of our executive compensation program are listed in “Proxy Statement Summary – Figure 7. Executive Compensation Highlights” above and in “Executive Compensation Snapshot: Programs and Recent Outcomes” below. Our president and CEO’s compensation in relation to our revenue and net income, as well as the Company's cumulative five-year total shareholder return on common stock compared against the cumulative returns of other indices, are shown below.
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Figure 22. CEO Pay for Performance for Fiscal Years 2019-2024


(1)
“CEO Total Compensation” consists of base salary, annual incentive payments, the target award opportunities for equity-based awards both under the long-term incentive program or otherwise, and all other compensation as reported in the “Summary Compensation Table” below. Target award opportunities for equity-based awards under the long-term incentive program (expressed as a U.S. dollar value) are approved by the committee and converted to equity awards on the grant date using the 30 trading day average of the closing price of our common stock prior to the grant date. Target award opportunities differ from the values of equity awards shown in “Summary Compensation Table” below, which represent the grant date value of the awards determined in accordance with ASC 718.
The CEO Total Compensation for fiscal year 2019 represents Mr. Archer’s compensation for service as president and COO until December 5, 2018 and thereafter until the end of the 2019 fiscal year as president and CEO. For the years after fiscal year 2019, the CEO Total Compensation relates to Mr. Archer's compensation as CEO.
The calendar year 2024 increase in our CEO’s target total compensation was primarily driven by an increase in his Long-Term Incentive Program (“LTIP”) award opportunity. In determining the CEO’s calendar year 2024/2026 LTIP target opportunity, the committee considered the strength of his leadership, as reflected in the sustained value creation achieved for stockholders shown below, and its desire to continue to incentivize outperformance and remain competitive relative to market practices. The committee last increased Mr. Archer’s target LTIP award opportunity for the calendar year 2022/2024 award, and without an increase for calendar year 2024/2026, his target LTIP award opportunity would have positioned him meaningfully below the median of our peer group.
The graph below compares Lam’s cumulative five-year total shareholder return on common stock with the cumulative total returns of the Nasdaq Composite Total Return Index, the Standard & Poor’s (“S&P”) 500 (TR) Index, and the Philadelphia Semiconductor Sector Total Return Index. The graph tracks the performance of a $100 investment in our common stock and in each of the indices (with the reinvestment of all dividends) for the five years ended June 30, 2024.
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Figure 23. Comparison of Cumulative Five-Year Total Return

*
$100 invested on June 30, 2019 in stock or index, including reinvestment of dividends.
**
Copyright © 2024 Standard & Poor's, a division of S&P Global. All rights reserved.
Lam Research Corporation 2024 Proxy Statement 33

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Executive Compensation Snapshot: Programs and Recent Outcomes
The figures below provide a summary of our executive compensation programs, including our Annual Incentive Program (“AIP”) and our LTIP, along with recent pay outcomes under each program.
Figure 24. Calendar Year 2023 Annual Incentive Program


(1)
Determined based on the final result for the Company’s non-GAAP operating income as a percentage of revenue (“non-GAAP operating margin”) for CY 2023. For additional information, see section below titled, “Appendix A - Information Regarding Non-GAAP Financial Measures.”
(2)
Determined based on the final result for the Company’s non-GAAP gross margin as a percentage of revenue (“non-GAAP gross margin”) for CY 2023. For additional information, see section below titled, “Appendix A - Information Regarding Non-GAAP Financial Measures.”
(3)
Individual performance factor ranged from 0.913 – 0.958 (average of 0.929)
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Figure 25. Long-Term Incentive Program


(1)
“rTSR” is defined as relative total shareholder return. The performance period is three years from the first business day in February (February 1, 2024 through January 31, 2027).
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Executive Compensation Philosophy and Program Design
Executive Compensation Philosophy
The philosophy of our compensation and human resources committee that guided this year’s awards and payout decisions is that our executive compensation program should:
provide competitive compensation to attract and retain top talent;
provide total compensation packages that are fair to employees and reward corporate, organizational, and individual performance;
align pay with business objectives while driving exceptional performance;
optimize value to employees while maintaining cost-effectiveness to the Company;
create stockholder value over the long-term;
align our annual program to annual performance and our long-term program to longer-term performance;
recognize that a long-term, high-quality management team is a competitive differentiator for Lam, enhancing customer trust/market share and, therefore, stockholder value; and
provide rewards when results have been demonstrated.
Our compensation and human resources committee’s executive compensation objectives are to motivate:
performance that creates long-term stockholder value;
outstanding performance at the corporate, organization, and individual levels; and
retention of a long-term, high-quality management team.
Program Design
Our program design incorporates an annual review of each of the compensation elements. However, additional reviews may be undertaken whenever there is a change in roles or responsibilities or a new hire joins the Company.
Our program design uses a mix of annual and long-term components, and a mix of cash and equity components. Our executive compensation program includes base salary; AIP; LTIP; promotion, retention and/or new hire awards whenever necessary; as well as stock ownership guidelines and a compensation recovery policy. The primary elements of our executive compensation program are listed in Figure 26 below and are described in more detail in “III. Primary Components of NEO Compensation; CY2023 Compensation Payouts; CY2024 Compensation Targets and Metrics” below.
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Figure 26. Compensation Components
Element
How it is Paid
Purpose/Design
Base Salary
Cash
We believe the purpose of base salary is to provide competitive compensation to attract and retain top talent and to provide employees, including our NEOs, with a fixed and fair amount of compensation for the jobs they perform. Accordingly, we seek to ensure that our base salary levels are competitive in reference to peer group practice and market survey data.
Annual Incentive Program (AIP)
Cash
Our annual incentive program is designed to provide annual, performance-based compensation that is based on the achievement of pre-set annual financial, strategic, and operational objectives aligned with outstanding performance, and will allow us to attract and retain top talent, while maintaining cost-effectiveness to the Company.
For more details regarding the design of the annual incentive program, see “III. Primary Components of NEO Compensation; CY2023 Compensation Payouts; CY2024 Compensation Targets and Metrics - Annual Incentive Program” below.
Long-Term Incentive Program (LTIP)
A combination of:
• 
market-based performance restricted stock units (“Market-based PRSUs”);
• 
stock options; and
• 
service-based restricted stock units (“RSUs”)
Our long-term incentive program is designed to attract and retain top talent, provide competitive levels of compensation, align pay with stock performance over a multi-year period, reward our NEOs for outstanding Company performance, and create stockholder value over the long-term.
To accomplish these objectives, the program design provides that the target award opportunity is awarded in a combination of Market-based PRSUs, stock options, and service-based RSUs.
For more details regarding the design of the LTIP, see “III. Primary Components of NEO Compensation; CY 2023 Compensation Payouts; CY 2024 Compensation Targets and Metrics – Long-Term Incentive Program – Design” below.
As illustrated below, our program design is weighted toward performance and stockholder value. The performance-based program components include annual incentive program cash payout opportunities and market-based equity and stock option awards under the LTIP.
Figure 27. NEO Compensation Target Pay Mix Averages


(1)
We include Market-based PRSUs and stock options as performance-based, but do not classify service-based RSUs as performance-based. In addition, the Company’s LTIP design provides that the target award opportunity is awarded in a combination of Market-based PRSUs, stock options, and service-based RSUs, with at least 10% of the award in each of these last two vehicles. In calendar years 2023 and 2024, for our CEO and NEOs who are executive vice presidents, the percentages of the LTIP target award opportunity awarded in Market-based PRSUs, stock options, and service-based RSUs were 60%, 20%, and 20%, respectively; while for NEOs who are senior vice presidents, the percentages of the LTIP target award opportunity awarded in Market-based PRSUs, stock options, and service-based RSUs were 55%, 15%, and 30%, respectively. See “III. Primary Components of NEO; CY 2023 Compensation Payouts; CY 2024 Compensation Targets and Metrics – Long-Term Incentive Program – Design” for further information regarding the impact of such a target pay mix.
(2)
The term “At-risk pay” as referenced in Figure 27, above, refers to all compensation other than base salary.
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2023 Say on Pay Voting Results and Stockholder Outreach
We evaluate our executive compensation program and practices at least annually. Among other things, we consider the outcome of our most recent advisory vote on named executive officer compensation, or “Say on Pay,” and input we receive from our stockholders. As is described above in more detail in “Governance Matters – Corporate Governance – Stockholder Engagement,” we engage regularly with our stockholders, typically outside of our proxy solicitation period, on matters including executive compensation.
The primary components of our executive compensation program have remained consistent over the last several years and as a result of stockholders' strong support for our annual Say on Pay proposal, in excess of 94% from 2020 to 2023, we decided to maintain consistent programs year-over-year.
In 2023, we engaged in extensive stockholder outreach regarding our executive compensation program prior to the proxy solicitation period, covering design considerations relating to our AIP and stockholder perspectives regarding compensation recovery policies in anticipation of changes to our compensation recovery policy, among other topics. Figure 28 below summarizes what we heard from our stockholders, our perspective on those views, and how we have responded. Other than the changes described below and in this CD&A, our compensation and human resources committee (referred to as the committee5 throughout this CD&A) determined to maintain our executive compensation program and practices in their current form for calendar year 2024, in light of our stockholders’ continuing support.
Figure 28. 2023 Executive Compensation Stockholder Outreach
Topics
What we heard from our stockholders
Our perspective/How we responded
Our Annual Incentive Program
We received favorable feedback from stockholders on our addition of the Profitability Performance Factor as the third component of the AIP, and, more specifically, the selection of non-GAAP gross margin as the Profitability Performance Metric. Stockholders generally agreed that this addition would be in line with the focus of our Board, committee, and management team on the profitability of the Company.
We disclosed our rationale for the introduction of non-GAAP gross margin to the AIP as a third factor – the Profitability Performance Factor – in last year’s proxy statement and have continued to provide detail in this proxy statement. We believe the addition of this component of our AIP is in line with our goal of aligning executive pay with increased profitability.
Our Long-Term Incentive Program
We continued to receive positive feedback on the increase to the relative weighting of Market-based PRSUs beginning with the calendar year 2022 LTIP. Overall, stockholders continued to be satisfied with the design and pay-for-performance alignment of our LTIP, and also expressed positive remarks regarding the alignment of our vesting periods and performance structure.
The committee regularly evaluates the structure of our compensation programs, with the assistance of its compensation consultant, to ensure that our programs continue to serve their intended purposes. In light of stockholders’ positive feedback, we maintained our LTIP design for the 2024 calendar year.
Clawback Rules and Policy Changes
In preparation for upcoming changes to our compensation recovery policy, we solicited feedback from stockholders regarding the preferred scope of such policies. Most stockholders supported the adoption of policies conforming to the requirements of the relevant SEC rules and Nasdaq listing standards.
The Company's new compensation recovery policy became effective in 2023. The policy was adopted in line with relevant SEC rules and Nasdaq listing standards. For additional details, please see the section titled, “III. Primary Components of NEO Compensation; CY 2023 Compensation Payouts; CY 2024 Compensation Targets and Metrics – Compensation Recovery, or “Clawback” Policy” below.
5
For purposes of this CD&A, a reference to a compensation action or decision by the committee with respect to our CEO means an action or decision by the independent members of our Board after considering the recommendation of the committee and, in the case of all other NEOs, an action or decision by the committee.
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II. EXECUTIVE COMPENSATION GOVERNANCE AND PROCEDURES
Role of the Compensation and Human Resources Committee
Our Board has delegated certain responsibilities to the compensation and human resources committee through a formal charter. The committee oversees the compensation programs in which our CEO and his direct reports who are executive or senior vice presidents participate. The independent members of our Board approve the compensation packages and payouts for our CEO. Our CEO is not present for any decisions regarding his compensation packages and payouts.
Committee responsibilities include, but are not limited to:
reviewing and approving the Company’s executive compensation philosophy, objectives, and strategies;
reviewing and approving the appropriate peer group companies for purposes of evaluating the Company’s compensation competitiveness;
reviewing, and approving where appropriate, equity-based compensation plans;
causing the Board to perform a periodic performance evaluation of our CEO;
recommending to the independent members of the Board corporate goals and objectives under the Company’s compensation plans, compensation packages (e.g., annual base salary level, annual cash incentive award, long-term incentive award and any employment agreement, severance arrangement, change-in-control arrangement, equity grant, or special or supplemental benefits, and any material amendment to any of the foregoing) applicable to our CEO, and compensation payouts for our CEO;
annually reviewing with our CEO the performance of the Company’s other executive officers in light of the Company’s executive compensation goals and objectives and approving the compensation packages and compensation payouts for such individuals;
reviewing and recommending for appropriate Board action all cash, equity-based, and other compensation packages, and compensation payouts applicable to the chair and other non-employee members of the Board;
overseeing management's determination as to whether the compensation policies and practices, including those related to pay equity laws, create risks that are reasonably likely to have a material adverse effect on the Company;
reviewing the results of “Say on Pay” votes and considering whether any adjustments to the Company's executive compensation program are appropriate; and
establishing stock ownership guidelines applicable to the Company's executive officers and recommending to the Board stock ownership guidelines applicable to the chair and other members of the Board.
The committee is authorized to delegate its authority and responsibilities as it deems proper and consistent with legal requirements to its members, any other committee of the Board and/or one or more officers of the Company, in accordance with the provisions of the Delaware General Corporation Law. For additional information on the committee’s responsibilities and authorities, see “Governance Matters - Corporate Governance - Board Committees - Compensation and Human Resources Committee” above.
In order to carry out these responsibilities, the committee receives and reviews information, analyses, and proposals prepared by our management and by the committee’s compensation consultant (see “Role of Committee Advisors” below).
Role of Committee Advisors
The committee is authorized to engage its own independent advisors to assist in carrying out its responsibilities. The committee has engaged the services of Compensia, Inc. (“Compensia”), a national compensation consulting firm, as the committee’s compensation consultant. Compensia provides the committee with independent and objective guidance regarding the amount and types of compensation for our chair, non-employee directors, and executive officers, and how these amounts and types of compensation compare to other companies’ compensation practices, as well as guidance on market trends, evolving regulatory requirements, peer group composition, and other matters as requested by the committee.
Representatives of Compensia regularly attend committee meetings (including executive sessions without management present), communicate with the committee chair outside of meetings, and assist the committee with its consideration of performance metrics and goals. Compensia reports to the committee, not to management. At the committee’s request, Compensia meets with members of management to gather and discuss information that is relevant to advising the committee. The committee may replace Compensia or hire additional advisors at any time. Compensia has not provided any other services to the committee or to our management, and has received no compensation from us other than with respect to the services described above. The committee assessed the independence of Compensia pursuant to SEC rules and Nasdaq listing standards, including the following factors: (1) the absence of other services provided by it to the Company; (2) the fees paid to it by the Company as a percentage of its total revenue; (3) its policies and procedures to prevent conflicts of interest; (4) the absence of any business or personal relationships with committee members and with our executive officers; and (5) the fact that it does not own any Lam common stock. The committee assessed this information and concluded that the work of Compensia had not raised any conflict of interest.
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Role of Management
Our CEO, with support from our human resources and finance organizations, develops recommendations for the compensation of our other executive officers. Typically, these recommendations cover base salaries, annual incentive program target award opportunities, long-term incentive program target award opportunities, and the criteria upon which these award opportunities may be earned, as well as actual payout amounts under the annual and long-term incentive programs.
The committee considers our CEO’s recommendations within the context of competitive compensation data, the Company’s compensation philosophy and objectives, current business conditions, the advice of Compensia, and any other factors it considers relevant.
Our CEO and certain other members of management attend committee meetings at the request of the committee but leave the meeting for any deliberations related to and decisions regarding their own compensation, when the committee meets in executive session, and at any other time requested by the committee.
Peer Group Practices and Survey Data
In establishing the total compensation levels of our executive officers, as well as the mix and weighting of individual compensation elements, the committee monitors compensation data from a group of comparably sized companies in the technology industry (the “Peer Group”). The committee selects the companies constituting our Peer Group based on their comparability to our lines of business and industry, annual revenue, and market capitalization, and our belief that we are likely to compete with them for executive talent. Our Peer Group is focused on public semiconductor, semiconductor equipment, and materials companies that file standard reports with the SEC as domestic issuers, and similarly-sized high-technology equipment and hardware companies with a global presence and a significant investment in research and development. The table below summarizes how the calendar year 2024 Peer Group companies compare to the Company:
Figure 29. Peer Group Revenue and Market Capitalization
Metric
Lam Research
($M)
Target for Peer Group
Peer Group
Median
($M)
Revenue (last completed reported four quarters as of July 3, 2023)
18,857
Approximately 0.33 to 3 times Lam
18,173
Market Capitalization (30-day average as of July 3, 2023)
82,776
Approximately 0.33 to 3 times Lam
92,718
Based on these criteria, the Peer Group and targets may be modified from time to time. Our Peer Group was reviewed in August 2023 to ensure that our Peer Group continues to fit within our Peer Group criteria outlined above, and, based on the criteria identified above, three companies were added to the Peer Group (Cisco Systems, Inc., Marvell Technology, Inc., and ON Semiconductor Corporation) and two companies were removed (Seagate Technology Holdings Plc and Western Digital Corporation). These changes were made to ensure our Peer Group continues to fit within our Peer Group criteria outlined above. Our Peer Group consists of the companies listed as follows:
Figure 30. Peer Group Companies for Calendar Year 2024
Advanced Micro Devices, Inc.
Cisco Systems, Inc.
Microchip Technology Incorporated
Qualcomm Incorporated
Agilent Technologies, Inc.
Corning Incorporated
Micron Technology, Inc.
Texas Instruments Inc.
Analog Devices, Inc.
Intel Corporation
NVIDIA Corporation
Applied Materials, Inc.
KLA Corporation
NXP Semiconductors N.V.
 
Broadcom Inc.
Marvell Technology, Inc.
ON Semiconductor Corporation
We derive revenue, market capitalization, and NEO compensation data from public filings made by our Peer Group companies with the SEC and from other publicly available sources. Radford Technology Survey data may be used to supplement compensation data from public filings as needed. The committee reviews compensation practices and selected data on base salary, bonus targets, total cash compensation, equity awards, and total compensation drawn from the Peer Group companies and/or the Radford Technology Survey as a reference to help ensure compensation packages are consistent with market norms.
Base pay levels for each executive officer are generally set with reference to market-competitive levels and in reflection of each officer’s skills, experiences, and performance. Variable pay target award opportunities and total direct compensation for each executive officer are generally designed to deliver market-competitive compensation for the achievement of stretch goals, with downside risk for underperforming and upside reward for overperforming. For those executive officers who are new to their roles, compensation arrangements may be designed to deliver below-market compensation for a period of time. However, the committee
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does not “target” pay at any specific percentile. Rather, individual pay positioning depends on a variety of factors, such as prior job performance, job scope and responsibilities, skill set, prior experience, time in position, internal comparisons of pay levels for similar skill levels or positions, our goals to attract and retain executive talent, Company performance, and general market conditions.
Assessment of Compensation Risk
Management, with the assistance of Compensia, the committee’s independent compensation consultant, conducted a compensation risk assessment in 2024 and concluded that risks arising from the Company’s current employee compensation programs are not reasonably likely to have a material adverse effect on the Company.
Policies and Practices Related to Timing of Option Awards
As was noted above, our executive compensation program includes a long-term incentive program, or LTIP, which is described in more detail in “III. Primary Components of NEO Compensation; CY2023 Compensation Payouts; CY2024 Compensation Targets and Metrics” below. The LTIP consists of a mix of vehicles, including stock options. Executives below the level of senior vice president, and non-executive employees who do not participate in the LTIP, are generally not eligible to receive stock options.
Our standard practice is for the committee to annually approve the grant of equity awards, including stock options, under the LTIP for the current calendar year at each regularly scheduled February meeting of the committee. In addition, the committee recommends to the independent members of the Board the approval of equity awards to the CEO under the LTIP for the current calendar year, and the independent members of our Board then review and approve such awards to the CEO during their regularly scheduled February meeting. The grant date for all of the aforementioned annual equity awards under the LTIP, including stock options, is generally on March 1 of each applicable calendar year, unless March 1 falls on a Saturday or a Sunday, in which case we grant awards on the preceding Friday or succeeding Monday, respectively.
The grant date for annual equity awards under the LTIP occurs at a time when the Company is generally not expected to be in possession of material non-public information regarding our business, and at a time when the Company is not expected to have recently disclosed, or to be imminently disclosing, material non-public information. Were it to happen that, in a particular year, the Company were to be in possession of material non-public information at or around the time of the approval date and/or the grant date for annual equity awards under the LTIP, the committee may consider departing from the regular stock option grant timing if it deems such departure to be appropriate and in the best interests of the Company and its stockholders.
We may grant equity awards, including options, to NEOs and other eligible executives outside of our annual award cycle for new hires, promotions, recognition, retention, or other purposes. In determining when to grant “off-cycle” stock option awards, the committee generally would seek to do so at a time when the Company is not expected to be in possession of material non-public information regarding our business, and at a time when the Company is not expected to have recently disclosed, or to be imminently disclosing, material non-public information.
During fiscal year 2024, the Company did not (i) time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, or (ii) grant any stock options to any of its NEOs in any period beginning four business days prior to the filing of a periodic report on Form 10-Q, Form 10-K or current report on Form 8-K that discloses material non-public information, and ending one business day after the filing of such Form 10-Q, Form 10-K or Form 8-K.
Tax and Accounting Considerations
Taxation of “Parachute” Payments
Sections 280G and 4999 of the Internal Revenue Code (the “Code”) provide that “disqualified individuals” within the meaning of the Code (which generally includes certain officers, directors, and employees of the Company) may be subject to additional tax if they receive payments or benefits in connection with a change in control of the Company that exceed certain prescribed limits. The Company or its successor may also forfeit a deduction on the amounts subject to this additional tax.
We did not provide any of our executive officers, any director, or any other service provider with a “gross-up” or other reimbursement payment for any tax liability that the individual might owe as a result of the application of sections 280G or 4999 during fiscal year 2024, and we have not agreed and are not otherwise obligated to provide any individual with such a “gross-up” or other reimbursement as a result of the application of sections 280G and 4999.
Internal Revenue Code Section 409A
Section 409A of the Code imposes significant additional taxes on an executive officer, director, or service provider that receives non-compliant “deferred compensation” that is within the scope of section 409A. Among other things, section 409A potentially applies to cash awards under the LTIP, if any, the Elective Deferred Compensation Plan, certain equity awards, and severance arrangements.
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To assist our employees in avoiding additional taxes under section 409A, we have structured the LTIP, the Elective Deferred Compensation Plan, and our equity awards in a manner intended to qualify them for exemption from, or compliance with, section 409A.
Accounting for Stock-Based Compensation
We follow ASC 718 for accounting for our stock options and other stock-based awards. ASC 718 requires companies to calculate the grant date “fair value” of their stock option grants and other equity awards using a variety of assumptions. This calculation is performed for accounting purposes. ASC 718 also requires companies to recognize the compensation cost of stock option grants and other stock-based awards in their income statements over the period that an employee is required to render service in exchange for the option or other equity award.
III. PRIMARY COMPONENTS OF NEO COMPENSATION; CY2023 COMPENSATION PAYOUTS; CY2024 COMPENSATION TARGETS AND METRICS
This section describes the components of our executive compensation program. It also describes, for each component, the payouts to our NEOs for calendar year 2023 and the forward-looking actions taken with respect to our NEOs in calendar year 2024.
Base Salary
Adjustments to base salary are generally considered by the committee each year in February.
For calendar years 2024 and 2023, base salaries for NEOs were determined by the committee in February of each year, based on the factors described in Figure 26 above. The base salaries for calendar year 2024 became effective on May 27, 2024. The base salary adjustments for calendar year 2024 were made to, among other things, remain competitive relative to our Peer Group, taking into consideration that NEOs' base salaries were last adjusted in calendar year 2022. With respect to Dr. Lord, Dr. Vahedi, and Mr. Varadarajan, the committee adjusted their compensation, including their base salaries, to reflect the broader roles each of them assumed during 2023 in connection with a series of changes to the Company's management structure across operations, innovation, and product groups. Specifically, upon Dr. Lord's appointment as Chief Operating Officer, his role expanded to include the Company's Global Information Systems and Global Resilience, Security, and Transformation groups. Dr. Vahedi assumed the role of Chief Technology and Sustainability Officer, expanding his remit to drive innovations across etch, deposition, advanced packaging, and materials science. Mr. Varadarajan assumed oversight of our Global Products Group business unit, including responsibility for product design, engineering, and business processes for etch and deposition solutions. The base salary adjustments for the NEOs were as follows: Mr. Archer’s base salary was increased by 4.3%, Mr. Bettinger’s base salary was increased by 3.0%, Dr. Lord’s base salary was increased by 18.6%, Mr. Varadarajan's base salary was increased by 27.5%, and the base salary of Dr. Vahedi was increased by 11.7%. The base salaries of the NEOs for calendar years 2024 and 2023 are shown below.
Figure 31. NEO Annual Base Salaries
Named Executive Officer
Annual Base Salary
2024(1)
($)
Annual Base Salary
2023
($)
Timothy M. Archer
1,200,000
1,150,000
Douglas R. Bettinger
726,150
705,000
Patrick J. Lord
685,000
577,661
Seshasayee (Sesha) Varadarajan
685,000
537,151
Vahid Vahedi
600,000
537,151
(1)
Effective May 27, 2024
Annual Incentive Program
Annual Incentive Program Components
The components of our annual incentive program, each of which plays a role in determining actual payments made, are described in Figure 32 below. For calendar year 2023, the committee approved the addition of a new component to our annual incentive program, the Profitability Performance Factor.
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Figure 32. Annual Incentive Program Components


The Funding Factor is set by the committee to create a maximum payout amount from which annual incentive program payouts may be made. To determine each NEO’s AIP result, the committee assesses the results of each of the performance factors. The committee maintains discretion to adjust the performance factor results upward or downward, subject to the overall maximum established by the Funding Factor, although it did not exercise any such discretion in determining CY2023 or CY2024 payouts.
The metrics and goals for the annual incentive program are set annually in connection with our annual business planning cycle, and are directly connected to our annual business plans and goals. The interplay between our corporate planning cycle and our compensation planning and evaluation cycle is summarized in Figure 33 below.
Figure 33. Annual Planning and Compensation Decision Cycle


Goals are set depending on the business environment and the Company’s annual objectives and strategies, encompassed in the Annual Operating Plans for the Company and the organizations managed by each of the NEOs, to ensure that they remain stretch goals regardless of changes in the business environment, which can vary significantly from year-to-year in our industry. Accordingly,
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as business conditions improve, Corporate Performance Factor and Profitability Performance Factor goals are calibrated to require better performance, and if business conditions deteriorate, these goals are calibrated to incentivize stretch performance under more difficult conditions.
As shown in Figure 34, over the four years through calendar year 2022, the committee raised the Corporate Performance Factor goal year-over-year each year as our outlook and the industry outlook improved. For calendar year 2023, the weakened industry outlook for wafer fabrication equipment spending prompted the committee to establish a Corporate Performance Factor goal that was below that of the prior year, reflecting the increased difficulty of achieving similar profitability on a significantly smaller revenue base. This goal was intended to be challenging to achieve relative to the Company's annual operating plan for calendar year 2023.
Figure 34. Corporate Performance Factor Goals for Calendar Years 2019-2023

We believe that, over time, outstanding business results create stockholder value. Consistent with this belief, multiple performance-based metrics (non-GAAP operating margin, non-GAAP gross margin, product market share, and strategic, operational, and organizational metrics embodied in organizational Annual Operating Plans) are established for our NEOs as part of the annual incentive program. We believe the metrics and goals set under this program have been effective to motivate our NEOs and the organizations they lead, and to achieve pay-for-performance results.
The specific metrics and goals and the relative weightings for the Performance Factors are determined by the committee considering the recommendation of our CEO, other than the metrics and goals for the Individual Performance Factor, which are determined by our CEO, or in the case of the CEO, by the committee. In addition, the committee establishes individual target award opportunities for each NEO as a percentage of base salary. Specific target award opportunities are determined based on job scope and responsibilities, as well as an assessment of Peer Group data. Awards have a maximum payment amount defined as a multiple of the target award opportunity.
Beginning in calendar year 2023, in light of the focus by the Board, committee, and management team on the profitability of the Company, the committee determined to add a Profitability Performance Factor to the 2023 annual incentive program, with the metric of non-GAAP gross margin6; this new Performance Factor was in addition to the Corporate Performance Factor, which has a metric of non-GAAP operating margin7, and the Individual Performance Factor, which is based primarily on NEOs' performance to corporate-level Annual Operating Plan goals and individual contributions during the performance period. Each Performance Factor was weighted equally. The committee selected non-GAAP operating margin as the Corporate Performance Factor metric because the committee believes it is the performance metric that best reflects core operating results. Non-GAAP operating margin is considered useful to investors for analyzing business trends and comparing performance to prior periods. The committee selected non-GAAP gross margin as the Profitability Performance Factor metric because the committee believes it is the performance metric that has the largest impact on the overall profitability of the Company. Non-GAAP gross margin is considered useful to investors for analyzing the core profitability of the Company's business and comparing performance to prior periods. By excluding certain costs and expenses that are not indicative of core results, non-GAAP results are more useful for analyzing business trends over multiple periods. For an illustration of the Individual Performance Factor components, reference “Figure 37. Individual Performance Factor Components for Calendar Year 2023” below.
6
Non-GAAP gross margin is derived from results determined in accordance with generally accepted accounting principles (“GAAP”), with charges and credits in the following line items excluded from GAAP results for applicable quarters during calendar year 2023: amortization related to intangible assets acquired through certain business combinations; elective deferred compensation-related liability increase; restructuring charges, net; product rationalization costs; and transformational costs. For additional information, see the section below titled, “Appendix A – Information Regarding Non-GAAP Financial Measures.
7
Non-GAAP operating margin is derived from results determined in accordance with GAAP, with charges and credits in the following line items excluded from GAAP results for applicable quarters during calendar year 2023: amortization related to intangible assets acquired through certain business combinations; elective deferred compensation-related liability increase; restructuring charges, net; product rationalization costs; and transformational costs. For additional information, see the section below titled, “Appendix A – Information Regarding Non-GAAP Financial Measures.
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Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions
In February 2023, the committee set the calendar year 2023 target award opportunities, established the metrics and goals for the Funding Factor, the Corporate Performance Factor, and the Profitability Performance Factor, determined that the three Performance Factors should be weighted equally, and established the metrics and goals for the Individual Performance Factors for each then-employed NEO. In February 2024, the committee considered the actual results under these factors and made payout decisions for the calendar year 2023 program.
2023 Annual Incentive Program Target Award Opportunities. The annual incentive program target award opportunities for calendar year 2023 for each NEO were as set forth below in Figure 35 in accordance with the principles described above under “Executive Compensation Governance and Procedures - Peer Group Practices and Survey Data.” The target award opportunities (as a percentage of base salary) for each of our NEOs remained the same for calendar year 2023 relative to the prior year. The committee also set a maximum award opportunity, which for calendar year 2023 was equal to 2.50 times the target award opportunity. The maximum award of 2.50 times target for calendar year 2023 was increased from prior years, when it was set at 2.25 times target. The committee’s decision to increase the maximum award for calendar year 2023 was based on the committee’s view that this change would encourage outperformance relative to the Company's profitability goals and was in the best interests of the Company and its stockholders. The committee also considered that the design of the Profitability Performance Factor element of the program would result in payouts increasing or decreasing more rapidly in the event of outperformance or underperformance relative to the goal for calendar year 2023, thereby increasing both the risk and potential reward associated with the program as compared to prior year programs that only incorporated the Corporate Performance Factor and Individual Performance Factor. The committee's view was that balancing that increased risk with the potential for larger maximum awards would serve the committee's and the program's objective of incentivizing and rewarding outperformance.
Figure 35. Annual Incentive Program Target Award Opportunities for Calendar Year 2023
Named Executive Officer
Target Award
Opportunity
(% of Base Salary)
Target Award
Opportunity
($)(1)
Timothy M. Archer
200
2,300,000
Douglas R. Bettinger
115
810,750
Patrick J. Lord
110
635,427
Seshasayee (Sesha) Varadarajan
100
537,151
Vahid Vahedi
100
537,151
(1)
Calculated by multiplying each NEO’s annual base salary as of October 1, 2023 by their respective target award opportunity percentage.
2023 Annual Incentive Program Funding Factor, Corporate Performance Factor, and Profitability Performance Factor.
In February 2023, the committee set non-GAAP operating margin as the metric for the Funding Factor and Corporate Performance Factor, and set non-GAAP gross margin as the metric for the Profitability Performance Factor for calendar year 2023.
For the Funding Factor, the committee set the following parameters for calendar year 2023:
a minimum achievement of 5% non-GAAP operating margin was required to fund any program payments; and
achievement of non-GAAP operating margin greater than or equal to 20% would result in the maximum funding of 250% of target;
with actual funding levels interpolated between those points.
For the Corporate Performance Factor, the committee set the following parameters:
a goal of non-GAAP operating margin of 29.0% for the year, which was designed to be a stretch goal, and which would result in a Corporate Performance Factor of 1.0; and
achievement of non-GAAP operating margin greater than or equal to 34% would result in the maximum Corporate Performance Factor of 1.50 for the maximum payout;
with the actual performance result interpolated linearly between and below those points, subject to the minimum set by the Funding Factor.
For the Profitability Performance Factor, the committee set the following parameters:
a goal of non-GAAP gross margin of 45.0% for the year, which was designed to be a stretch goal, and which would result in a Profitability Performance Factor of 1.0; and
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achievement of non-GAAP gross margin greater than or equal to 47% would result in the maximum Profitability Performance Factor of 1.50 for the maximum payout;
with the actual performance result interpolated linearly between and below those points, subject to the minimum set by the Funding Factor.
The Company's actual non-GAAP operating margin and non-GAAP gross margin for calendar year 2023 were 29.0% and 46.3%, respectively, resulting in the achievement levels shown in Figure 36 below.
Figure 36. Funding Factor, Corporate Performance Factor, and Profitability Performance Factor Results for Calendar Year 2023
Metric
Result(1)
Percentage
Achievement
Funding Factor
Non-GAAP Operating Margin
29.0%
250%
Corporate Performance Factor
Non-GAAP Operating Margin
29.0%
100%
Profitability Performance Factor
Non-GAAP Gross Margin
46.3%
132.5%
(1)
Appendix A contains a reconciliation of non-GAAP operating margin and non-GAAP gross margin to the results reported in our financial statements.
2023 Annual Incentive Program Individual Performance Factors. For calendar year 2023, as shown in Figure 37 below, the committee determined the Individual Performance Factor for each NEO (other than Mr. Archer) using a formula that took into consideration two elements: a weighted score for each NEO based on the Company's performance relative to corporate-level Annual Operating Plan goals, with weightings for each NEO based on the extent to which they (and the organizations managed by them) were expected to contribute to and be accountable for that corporate-level performance; and an individual score for each NEO reflecting the extent to which individual NEOs provided exceptional contributions during the year. The committee evaluated the Company's performance relative to corporate-level Annual Operating Plan Goals and each NEO's individual performance. The committee combined the corporate-level scores with each NEO's individual score to yield the Individual Performance Factors shown in Figure 37 below.
In determining Mr. Archer's Individual Performance Factor, the independent members of the Board evaluated the Company's performance against its corporate-level goals, Mr. Archer's individual performance, and the performance of the other members of the management team reporting to him, and determined to assign him an Individual Performance Factor equal to the average of the Individual Performance Factors of the other NEOs, as shown in Figure 37 below.
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Figure 37. Individual Performance Factor Components for Calendar Year 2023


(1)
Market Performance and Execution relate to: growth in our served addressable market; success of new product launches; penetration of new market opportunities and defense of established positions; and achievement of market share targets.
(2)
Safety, Quality and Customer Satisfaction relate to: safety; quality; growth of Customer Support Business Group revenue; on-time delivery of products; and customer satisfaction.
(3)
Human Capital Management & ESG relate to: employee engagement, as measured by employee survey; employee inclusion, as measured by employee survey; employee diversity; talent retention; and recognition of ESG progress through continued inclusion in the Dow Jones Sustainability Index for North America.
(4)
Financial Performance relate to: operating income; earnings per share; cash return to stockholders; inventory management; and gross margin.
(5)
Mr. Archer's Individual Performance Factor was determined as the average of the Individual Performance Factors of the other NEOs.
(6)
The committee’s assignment to Dr. Lord of an individual achievement score above 100% was due to his exceptional contributions during the year, which included, among other things, his outstanding leadership of the Company's digital transformation initiative and strong operational leadership.
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Calendar Year 2023 Annual Incentive Program Payout Decisions. Based on the above results and decisions, for the calendar year 2023 annual incentive program, the committee approved the payouts for each NEO as shown below in Figure 38, which were less than the maximum payout available under the Funding Factor:
Figure 38. Annual Incentive Progr