DEF 14A of Lam Research Corp, Sep 24, 2026

DEF 14A of Lam Research Corp

Filed Sep 24, 2026 · FY20260000707549-26-000047

Open on EDGAR

  1. Summary Information Regarding Director Nominees

    Summary Information Regarding Director Nominees The Board and nominating and governance committee believe that each of the director nominees listed below are highly qualified and possess the skills and experience required to enable them to effectively contribute to the Board’s oversight and direction of the Company. A description of the specific experiences, qualifications, attributes, and skills that led our Board to conclude that each of the director nominees should serve as a director follows the biographical information of each director nominee contained in the “Voting Proposals – Proposal No. 1: Election of Director Nominees – 2026 Nominees for Director” section beginning on page 68.

  2. Summary Information Regarding Director Nominees

    | | Director | | | Committee Membership(2) | | | | Other Current Public Boards | | Name | Age | Since | Independent(1) | AC | CHC | NGC | ITC | | | Timothy M. Archer | 59 | 2018 | No | | | | | Johnson Controls | | Eric K. Brandt | 64 | 2010 | Yes | C/FE | | M | | Gen Digital, Nutanix, Option Care Health | | Ita M. Brennan | 59 | 2024 | Yes | M/FE | | | | Cadence Design Systems, Planet Labs | | Anirudh Devgan | 57 | 2026 | Yes | * | | | M | Cadence Design Systems | | John M. Dineen | 63 | 2023 | Yes | M | | | | Cognizant Technology Solutions | | Mark Fields | 65 | 2024 | Yes | * | M | | | QUALCOMM | | Ho Kyu Kang | 64 | 2023 | Yes | | | | C | | | Bethany J. Mayer | 64 | 2019 | Yes | M/FE | | M | M | Astera Labs, Box, Hewlett Packard Enterprise | | Jyoti K. Mehra | 50 | 2021 | Yes | | C | | | | | Abhijit Y. Talwalkar | 62 | 2011 | Yes (Chair) | | M | M | M | Advanced Micro Devices, iRhythm Technologies, TE Connectivity |

  3. Summary Information Regarding Director Nominees

    (1) Independence determined in accordance with Nasdaq listing rules. (2) Memberships shown as of the date of this proxy statement. On November 3, 2026, certain membership changes will take effect. See “Governance Matters – Corporate Governance – Board Committees” for details.

  4. Summary Information Regarding Director Nominees

    | AC – Audit committee | C – Chair | | CHC – Compensation and human resources committee | M – Member | | NGC – Nominating and governance committee | FE – Audit committee financial expert (as determined based on SEC rules) | | ITC – Innovation and technology committee | * – Qualifies as an audit committee financial expert (as determined by SEC rules) |

  5. Director Nominee Composition Highlights and Skills Matrix

    Director Nominee Composition Highlights and Skills Matrix Our nominating and governance committee regularly evaluates the Board’s composition and membership criteria to assess the appropriate balance of experience, qualifications, skills, tenure, and other characteristics considered important to support the needs of our business, overall Board effectiveness and, ultimately, the long-term interests of the Company and its stockholders. Composition highlights and a skills matrix containing key qualifications, skills, and experiences considered most relevant in the nominating and governance committee’s decision to nominate candidates to serve on our Board are provided below. Not having a mark does not mean the director nominee does not possess that qualification, skill, or experience. For more information about each director nominee, including biographical information, qualifications, skills, and experiences, and our Board’s approach to refreshment, please refer to the sections titled “Voting Proposals – Proposal No. 1: Election of Director Nominees – 2026 Nominees for Director” beginning on page 68 and “Governance Matters – Corporate Governance – Our Approach to Promoting Board Effectiveness” beginning on page 11, respectively.

  6. Director Nominee Composition Highlights and Skills Matrix

    | Key Qualifications, Skills, & Experiences of Director Nominees | Timothy M. Archer | Eric K. Brandt | Ita M. Brennan | Anirudh Devgan | 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. | ü | ü | ü | ü | | ü | ü | ü | ü | ü | | 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. | ü | ü | | ü | | | ü | | | ü | | 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. | ü | ü | ü | ü | ü | ü | | ü | | ü | | 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. | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü |

  7. Director Nominee Composition Highlights and Skills Matrix

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  8. Director Nominee Composition Highlights and Skills Matrix

    | Key Qualifications, Skills, & Experiences of Director Nominees | Timothy M. Archer | Eric K. Brandt | Ita M. Brennan | Anirudh Devgan | 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. | ü | ü | ü | ü | ü | ü | | ü | | ü | | 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. | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | 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. | ü | ü | ü | ü | ü | ü | | ü | ü | ü | | 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. | ü | ü | ü | ü | ü | ü | | ü | ü | ü | | 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. | ü | ü | ü | ü | ü | | | ü | ü | | | 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. | ü | ü | | ü | ü | ü | | ü | ü | ü | | 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. | ü | ü | ü | ü | ü | ü | | ü | ü | ü | | 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. | ü | ü | | ü | ü | ü | ü | ü | | |

  9. Director Compensation

    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 – III. 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 with the results provided to the compensation and human resources committee annually. 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. Any changes are effective on the date of our next annual meeting of stockholders for service in the following calendar year (e.g., an adjustment was made in connection with the August 2025 compensation and human resources committee meeting, and such adjustment was effective on the date of our annual stockholder meeting in November 2025 for service in calendar year 2026). The committee may at any time recommend that the Board exercise, and the Board may at any time exercise, negative discretion to reduce or not increase any element of non-employee director compensation, but the program does not authorize the exercise of positive discretion over non-employee director compensation. The Board may modify, replace, supersede or cancel the non-employee director compensation program at any time. The elements of the program are described below. Under our 2025 Stock Incentive Plan, the total value of awards granted to any non-employee director in a single calendar year, plus cash fees payable to the director for the director’s service in such calendar year, may not exceed an aggregate value (computed as of the date of grant) of $1,000,000. For a non-employee chair of the Board, the limit is $1,500,000. These maximum values were determined by our compensation and human resources committee in consultation with Compensia, its independent compensation consultant, and designed to provide a suitable limit for the life of the 2025 Stock Incentive Plan. 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. Cash compensation paid to non-employee directors for the fiscal year ended June 28, 2026, together with the annual cash compensation program components in effect for calendar years 2026 and 2025, is shown below.

  10. Director Compensation for Fiscal Year 2026

    Director Compensation for Fiscal Year 2026

  11. Director Compensation for Fiscal Year 2026

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Sohail U. Ahmed | 110,000(2) | 258,870(3) | 368,870 | | Eric K. Brandt | 150,000(4) | 258,870(3) | 408,870 | | Ita M. Brennan | 115,000(5) | 258,870(3) | 373,870 | | Michael R. Cannon | 132,500(6) | 258,870(3) | 391,370 | | Anirudh Devgan | 110,000(7) | 262,704(8) | 372,704 | | John M. Dineen | 115,000(9) | 258,870(3) | 373,870 | | Mark Fields | 112,500(10) | 258,870(3) | 371,370 | | Ho Kyu Kang | 120,000(11) | 258,870(3) | 378,870 | | Bethany J. Mayer | 135,000(12) | 258,870(3) | 393,870 | | Jyoti K. Mehra | 130,000(13) | 258,870(3) | 388,870 | | Abhijit Y. Talwalkar | 287,500(14) | 258,870(3) | 546,370 |

  12. Director Compensation for Fiscal Year 2026

    (1) The amounts shown in this column represent the grant date fair value of unvested RSU awards granted during fiscal year 2026 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 since the RSUs do not have dividend equivalent rights. (2) Mr. Ahmed received $110,000, representing his annual retainers for calendar year 2026 of $100,000 for service as a director and $10,000 for service as a member of the innovation and technology committee. (3) On November 7, 2025, each non-employee director who was on the Board at such time received an annual grant for calendar year 2026 of 1,635 RSUs, based on the target value of $240,000 divided by the 30 trading day average of the closing price per share of Lam’s common stock prior to the grant date, $146.79, rounded down to the nearest share. All of these RSUs were outstanding and unvested as of June 28, 2026. (4) Mr. Brandt received $150,000, representing his annual retainers for calendar year 2026 of $100,000 for service as a director, $40,000 for service as the chair of the audit committee, and $10,000 for service as a member of the nominating and governance committee. (5) Ms. Brennan received $115,000, representing her annual retainers for calendar year 2026 of $100,000 for service as a director and $15,000 for service as a member of the audit committee. (6) Mr. Cannon received $132,500, representing his annual retainers for calendar year 2026 of $100,000 for service as a director, $20,000 for service as the chair of the nominating and governance committee, and $12,500 for service as a member of the compensation and human resources committee. (7) Dr. Devgan received $110,000, representing his annual retainers for calendar year 2026 of $100,000 for service as a director and $10,000 for service as a member of the innovation and technology committee. (8) On February 6, 2026, Dr. Devgan received an annual grant for calendar year 2026 of 1,141 RSUs, based on the target value of $240,000 divided by the 30 trading day average of the closing price per share of Lam’s common stock prior to the grant date, $210.24, rounded down to the nearest share. (9) Mr. Dineen received $115,000, representing his annual retainers for calendar year 2026 of $100,000 for service as a director and $15,000 for service as a member of the audit committee. (10) Mr. Fields received $112,500, representing his annual retainers for calendar year 2026 of $100,000 for service as a director and $12,500 for service as a member of the compensation and human resources committee. (11) Dr. Kang received $120,000, representing his annual retainers for calendar year 2026 of $100,000 service as a director and $20,000 for service as the chair of the innovation and technology committee. (12) Ms. Mayer received $135,000, representing her annual retainers for calendar year 2026 of $100,000 for service as a director, $15,000 for service as a member of the audit committee, $10,000 for service as a member of the innovation and technology committee, and $10,000 for service as a member of the nominating and governance committee. (13) Ms. Mehra received $130,000, representing her annual retainers for calendar year 2026 of $100,000 for service as a director and $30,000 for service as the chair of the compensation and human resources committee. (14) Mr. Talwalkar received $287,500, representing his annual retainers for calendar year 2026 of $100,000 for service as a director, $155,000 for service as chair of the Board, $12,500 for service as a member of the compensation and human resources committee, $10,000 for service as a member of the innovation and technology committee, and $10,000 for service as a member of the nominating and governance committee.

  13. Director Compensation for Fiscal Year 2026

    | Compensation Matters |

  14. Named Executive Officers for Fiscal Year 2026

    | | Table of Contents | Page | | I. | Overview of Executive Compensation | 29 | | | Our Compensation Cycle | 29 | | | Our Business, Our Industry Environment, and Our Financial Performance | 29 | | | Our Pay-for-Performance Orientation | 29 | | | Executive Compensation Snapshot: Programs and Recent Outcomes | 31 | | | Executive Compensation Philosophy and Program Design | 32 | | | 2025 Say on Pay Voting Results and Stockholder Outreach | 34 | | II. | CY2025 and CY2026 Compensation Programs | 34 | | | NEO Compensation Levels | 34 | | | Base Salary | 35 | | | Annual Incentive Program | 36 | | | Long-Term Incentive Program | 40 | | | Compensation Recovery Policy, or “Clawback” Policy | 43 | | | Insider Trading Policy and Hedging and Pledging Prohibition | 43 | | | Stock Ownership Guidelines | 43 | | | Severance/Change in Control Arrangements | 44 | | | Other Benefits Not Available to All Employees | 44 | | III. | Executive Compensation Governance and Procedures | 45 | | | Role of the Compensation and Human Resources Committee | 45 | | | Role of Committee Advisors | 45 | | | Role of Management | 46 | | | Peer Group Practices and Survey Data | 46 | | | Assessment of Compensation Risk | 47 | | | Policies and Practices Related to the Timing of Option Awards | 47 | | | Tax and Accounting Considerations | 47 |

  15. CEO Pay for Performance for Fiscal Years 2021-2026

    CEO Pay for Performance for Fiscal Years 2021-2026 (1) “CEO Total Compensation” consists of base salary, annual incentive payments, and “All Other Compensation” as reported in the “Summary Compensation Table” below, and the target award opportunities for equity-based awards both under the Long-Term Incentive Program or otherwise. Target award opportunities for equity-based awards under the Long-Term Incentive Program (expressed as a U.S. dollar value) are 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 the “Summary Compensation Table” below, which represent the grant date value of the awards determined in accordance with ASC 718. The calendar year 2026 increase in our CEO’s total compensation as shown above was primarily driven by an increase in his Long-Term Incentive Program (“LTIP”) award opportunity. In determining the CEO’s calendar year 2026/2028 LTIP target opportunity, the committee5 considered its desire to continue to incentivize outperformance and remain competitive relative to market practices. The graph below compares Lam’s cumulative five-year TSR with the 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.

  16. Calendar Year 2025 Annual Incentive Program

    Calendar Year 2025 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 CY2025. Non-GAAP operating 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 2025: amortization related to intangible assets acquired through certain business combinations; elective deferred compensation-related liability increase; and impairment of long-lived assets. For additional information, see the section titled “Appendices – Appendix A – Information Regarding Non-GAAP Financial Measures” below. (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 CY2025. Non-GAAP gross 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 2025: amortization related to intangible assets acquired through certain business combinations; and elective deferred compensation-related liability increase. For additional information, see the section titled “Appendices – Appendix A – Information Regarding Non-GAAP Financial Measures” below. (3) Individual performance factor for NEOs ranged from 1.05 to 1.20 (average of 1.13). (4) Individual payouts for NEOs ranged from 183% to 209% of target (average of 197%). For the calendar year 2025 AIP, the committee determined to change the manner in which it determined the Individual Performance Factors for our NEOs from the method used in prior years. The view of the committee was that both alignment to corporate objectives and differentiation of individual NEOs could be improved by replacing the prior approach, which combined a corporate scorecard, individualized weightings, and an individual achievement score (the latter weighed at 20% of the overall Individual Performance Factor), with a simplified approach according to which the committee determined a baseline Individual Performance Factor based on the Company’s performance relative to corporate-level Annual Operating Plan goals, and then applied adjustments to that baseline for individual NEOs based on differentiated individual performance. For a discussion of the corporate-level Annual Operating Plan goals underlying the calendar year 2025 AIP, as well as individual results achieved, see “ – II. CY2025 and CY2026 Compensation Programs – Annual Incentive Program – Calendar Year 2025 Annual Incentive Program Parameters and Payout Decisions – 2025 Annual Incentive Program Individual Performance Factors” below.

  17. 2026/2028 Long-Term Incentive Program Design

    2026/2028 Long-Term Incentive Program Design

  18. 2023/2025 Market-based PRSU Payout

    2023/2025 Market-based PRSU Payout (1) Prior to our 2025/2027 LTIP, TSR performance for Market-based PRSUs was determined by comparing our total return to the market price performance of the XSOX index. Starting with our 2025/2027 LTIP, the committee began measuring relative TSR performance by the percentile ranking of our TSR relative to the TSRs for the companies making up the index.

  19. 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 | Cash | Our AIP 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 AIP, see “ – II. CY2025 and CY2026 Compensation Programs – Annual Incentive Program” below. | | Long-Term Incentive Program(1) | A combination of: •Market-based PRSUs; and •service-based RSUs | Our LTIP 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 LTIP design provides that the target award opportunity is awarded in a combination of Market-based PRSUs and service-based RSUs. For more details regarding the design of the LTIP, see “ – II. CY2025 and CY2026 Compensation Programs – Long-Term Incentive Program – Design” below. |

  20. Compensation Components

    (1) The Company’s LTIP previously included stock options prior to an update made by the committee for the 2025/2027 LTIP. As illustrated below, our program design is weighted toward performance and incentivizing stockholder value creation. The performance-based program components include AIP cash payout opportunities and market-based equity awards under the LTIP.

  21. NEO Compensation Target Pay Mix Averages

    NEO Compensation Target Pay Mix Averages (1) The calendar year 2026 average NEO target pay mix is based on the Company’s NEOs for fiscal year 2026, and the calendar year 2025 average NEO target pay mix is based on the NEOs for fiscal year 2025. As such, the calendar year 2025 average pay mix includes compensation paid to Ava A. Harter and Patrick J. Lord, each of whom was classified as an NEO for fiscal year 2025 but was not classified as an NEO for fiscal year 2026, and does not include Mr. Fernandes or Dr. Vahedi, each of whom was classified as an NEO for fiscal year 2026 but was not classified as an NEO for fiscal year 2025. (2) The term “At-risk pay”, as used in this figure, refers to all compensation other than base salary. (3) The Company’s LTIP design provides that the target award opportunity is awarded in a combination of Market-based PRSUs and service-based RSUs. We consider Market-based PRSUs to be performance-based, but do not classify service-based RSUs as performance-based notwithstanding the variable pay outcome they provide. In calendar years 2026 and 2025, for our CEO and NEOs who are executive vice presidents (“EVPs”), the percentages of the LTIP target award opportunity awarded in Market-based PRSUs and service-based RSUs were 60% and 40%, respectively; while for NEOs who are senior vice presidents (“SVPs”), the percentages of the LTIP target award opportunity awarded in Market-based PRSUs and service-based RSUs were 55%, and 45%, respectively. See “ – II. CY2025 and CY2026 Compensation Programs – Long-Term Incentive Program – Design” for further information regarding the impact of such a target pay mix.

  22. 2025 Executive Compensation Stockholder Outreach

    | Topics | What we heard from our stockholders | Our perspective/How we responded | | Our Annual Incentive Program | Overall, stockholders did not express concerns regarding the design or pay-for-performance alignment of our AIP. As in prior years, certain stockholders expressed an interest in understanding the rationale for certain goals and metrics in our AIP. | Overall, we maintained the structure of our AIP for calendar years 2025 and 2026. For calendar year 2025, to increase alignment around corporate-level goals underlying the Individual Performance Factor component of the AIP, and to provide increased opportunity for individual differentiation in outcomes, the committee changed the manner in which it determined the Individual Performance Factors for our NEOs as described above in “ – Executive Compensation Snapshot: Programs and Recent Outcomes.” The goals and individual results achieved are described in “ – II. CY2025 and CY2026 Compensation Programs – Annual Incentive Program – Calendar Year 2025 Annual Incentive Program Parameters and Payout Decisions – 2025 Annual Incentive Program Individual Performance Factors” below. | | Our Long-Term Incentive Program | Overall, stockholders continued to be satisfied with the design and pay-for-performance alignment of our LTIP. A few stockholders noted interest in seeing awards with longer vesting periods to reinforce long-term alignment; in some cases, these stockholders expressed a preference that these longer-vesting service-based RSUs take the place of awards subject to performance-based vesting. | 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 the continuing support received from the large majority of our stockholders and the committee’s view that our LTIP was appropriately aligning pay and performance, we maintained the structure of our LTIP for calendar year 2026. |

  23. NEO Compensation Levels

    NEO Compensation Levels The committee establishes target compensation levels for each calendar year for our NEOs based on the factors described in “ – I. Overview of Executive Compensation Programs – Executive Compensation Philosophy and Program Design” above. Adjustments to target compensation levels are generally considered by the committee each year in February. Annual increases are based on an evaluation of performance by the CEO and the committee or, in the case of the CEO, based on an evaluation of the CEO’s performance by the independent members of our Board, as well as the Company’s performance and outlook for the upcoming calendar year, and compensation data from our Peer Group companies and survey data, in accordance with the principles described below under “ – III. Executive Compensation Governance and Procedures – Peer Group Practices and Survey Data.” For calendar years 2025 and 2026, total target direct compensation (“TTDC”) amounts for our NEOs were as follows:

  24. Calendar Year 2025/2026 Total Target Direct Compensation

    | | Annual Base Salary ($) | | AIP Target ($) | | LTIP Target ($)(3) | | TTDC ($) | | TTDC % Increase | | Named Executive Officer | 2026(1) | 2025(2) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | Y/Y | | Timothy M. Archer | 1,345,500 | 1,300,000 | 2,691,000 | 2,600,000 | 29,500,000 | 24,100,000 | 33,536,500 | 28,000,000 | 19.8% | | Douglas R. Bettinger | 805,000 | 775,000 | 966,000 | 891,250 | 7,250,000 | 6,800,000 | 9,021,000 | 8,466,250 | 6.6% | | Seshasayee (Sesha) Varadarajan | 800,000 | 766,000 | 880,000 | 766,000 | 7,250,000 | 5,650,000 | 8,930,000 | 7,182,000 | 24.3% | | Neil J. Fernandes | 685,000 | 630,000 | 685,000 | 567,000 | 4,250,000 | 3,600,000 | 5,620,000 | 4,797,000 | 17.2% | | Vahid Vahedi | 700,000 | 650,000 | 700,000 | 650,000 | 4,650,000 | 3,700,000 | 6,050,000 | 5,000,000 | 21.0% |

  25. Annual Incentive Program

    Annual Incentive Program

  26. Annual Incentive Program Components

    Annual Incentive Program Components The components of our AIP, each of which plays a role in determining actual payments made, are described below.

  27. Annual Incentive Program Components

    Annual Incentive Program Components (1) By excluding certain costs and expenses that are not indicative of core results, we believe non-GAAP results are useful for analyzing business trends over multiple periods. (2) For a description of corporate-level Annual Operating Plan goals, see “ – Calendar Year 2025 Annual Incentive Program Parameters and Payout Decisions – 2025 Annual Incentive Program Individual Performance Factors” below. The Funding Factor is set by the committee to create a maximum payout amount from which AIP 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 CY2025 payouts. The metrics and goals for the AIP 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 the figure below.

  28. Calendar Year 2025 Annual Incentive Program Parameters and Payout Decisions

    Calendar Year 2025 Annual Incentive Program Parameters and Payout Decisions In February 2025, the committee set the calendar year 2025 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 2026, the committee considered the actual results under these factors and made payout decisions for the calendar year 2025 program. 2025 Annual Incentive Program Target Award Opportunities. The AIP target award opportunities for calendar year 2025 for each NEO were as set forth the figure below in accordance with the principles described below under “ – III. 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 2025 relative to the prior year. The committee also set a maximum award opportunity, which for calendar year 2025 was equal to 2.50 times the target award opportunity.

  29. Annual Incentive Program Target Award Opportunities for Calendar Year 2025

    Annual Incentive Program Target Award Opportunities for Calendar Year 2025

  30. Annual Incentive Program Target Award Opportunities for Calendar Year 2025

    | Named Executive Officer | Target Award Opportunity (% of Base Salary) | Target Award Opportunity ($)(1) | | Timothy M. Archer | 200 | 2,600,000 | | Douglas R. Bettinger | 115 | 891,250 | | Seshasayee (Sesha) Varadarajan | 100 | 766,000 | | Neil J. Fernandes | 90 | 567,000 | | Vahid Vahedi | 100 | 650,000 |

  31. Annual Incentive Program Target Award Opportunities for Calendar Year 2025

    (1) Calculated by multiplying each NEO’s annual base salary as of October 1, 2025 by their respective target award opportunity percentage. 2025 Annual Incentive Program Funding Factor, Corporate Performance Factor, and Profitability Performance Factor. In February 2025, 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 2025, with the parameters as shown in the figure below.

  32. Calendar Year 2025 Annual Incentive Program Metrics, Goals, and Results

    Calendar Year 2025 Annual Incentive Program Metrics, Goals, and Results (1) Minimums and maximums are set by the Funding Factor. (2) Appendix A contains a reconciliation of non-GAAP operating margin and non-GAAP gross margin to the results reported in our financial statements. The Company’s actual non-GAAP operating margin and non-GAAP gross margin for calendar year 2025 resulted in the achievement levels shown in the figure above. 2025 Annual Incentive Program Individual Performance Factors. For calendar year 2025, the committee determined the Individual Performance Factor for each NEO (other than Mr. Archer) by establishing a baseline Individual Performance Factor of 1.05 based on the Company’s performance relative to corporate-level Annual Operating Plan goals and then applying adjustments to that baseline for individual NEOs based on differentiated individual performance. For calendar year 2025, the corporate-level Annual Operating Plan goals spanned the following areas: •Market performance and execution: goals relating to growth in our served addressable market; success of new product introductions; penetration of new market opportunities and defense of established positions; and achievement of industry share targets, among other factors. •Safety, quality, and customer satisfaction: goals relating to safety; quality; growth of Customer Support Business Group revenue; on-time and complete delivery of products; and customer satisfaction, among other factors. •Human capital: goals relating to employee engagement, as measured by employee survey; and talent retention, among other factors. •Financial performance: goals relating to operating income; earnings per share; and gross margin, among other factors. The committee assigned above-baseline Individual Performance Factors to two NEOs (other than Mr. Archer) based on their differentiated individual performance. The committee assigned an Individual Performance Factor of 1.15 to Mr. Varadarajan in recognition of his individual contributions to strong customer support and improved new product maturity at the time of introduction, while the committee assigned an Individual Performance Factor of 1.20 to Mr. Fernandes in recognition of his individual contributions to strong customer support and improved profitability of the Company. 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 highest level of individual performance achieved by the other NEOs. Calendar Year 2025 Annual Incentive Program Payout Decisions. Based on the above results and decisions, for the calendar year 2025 AIP, the committee approved the payouts for each NEO as shown below, which were less than the maximum payout available under the Funding Factor:

  33. Annual Incentive Program Payouts for Calendar Year 2025

    Annual Incentive Program Payouts for Calendar Year 2025

  34. Annual Incentive Program Payouts for Calendar Year 2025

    | Named Executive Officer | Target Award Opportunity ($)(1) | Maximum Award Opportunity Funding Factor (250.0% of Target Award Opportunity) ($)(2) | Individual Performance Factor | Corporate Performance Factor | Profitability Performance Factor | Actual Payouts ($)(3) | | Timothy M. Archer | 2,600,000 | 6,500,000 | 1.20 | 1.264 | 1.38 | 5,442,278 | | Douglas R. Bettinger | 891,250 | 2,228,125 | 1.05 | 1.264 | 1.38 | 1,632,356 | | Seshasayee (Sesha) Varadarajan | 766,000 | 1,915,000 | 1.15 | 1.264 | 1.38 | 1,536,571 | | Neil J. Fernandes | 567,000 | 1,417,500 | 1.20 | 1.264 | 1.38 | 1,186,835 | | Vahid Vahedi | 650,000 | 1,625,000 | 1.05 | 1.264 | 1.38 | 1,190,498 |

  35. Annual Incentive Program Payouts for Calendar Year 2025

    (1) Calculated by multiplying each NEO’s annual base salary as of October 1, 2025 by their respective target award opportunity percentage. (2) The Funding Factor resulted in AIP funding at 250.0% of target award opportunity for the calendar year (based on the actual non-GAAP operating margin results and the specific goal detailed under “ – 2025 Annual Incentive Program Funding Factor, Corporate Performance Factor, and Profitability Performance Factor” above). (3) Calculated by multiplying each NEO’s target award opportunity, in dollars, by each of (i) the Corporate Performance Factor of 1.264, (ii) the Profitability Performance Factor of 1.38, and (iii) that NEO’s individual Performance Factor.

  36. Calendar Year 2026 Annual Incentive Program Parameters

    Calendar Year 2026 Annual Incentive Program Parameters In February 2026, the committee set the target award opportunity for each NEO as a percentage of base salary and set a maximum award opportunity equal to 2.50 times the target award opportunity. For calendar year 2026, target award opportunities increased for several NEOs compared to the prior year in order to remain competitive relative to our Peer Group. The target award opportunity for each NEO is shown below.

  37. Annual Incentive Program Target Award Opportunities for Calendar Year 2026

    Annual Incentive Program Target Award Opportunities for Calendar Year 2026

  38. Annual Incentive Program Target Award Opportunities for Calendar Year 2026

    | Named Executive Officer | Target Award Opportunity (% of Base Salary) | | Timothy M. Archer | 200 | | Douglas R. Bettinger | 120 | | Seshasayee (Sesha) Varadarajan | 110 | | Neil J. Fernandes | 100 | | Vahid Vahedi | 100 |

  39. Annual Incentive Program Target Award Opportunities for Calendar Year 2026

    The committee approved non-GAAP operating margin as the annual metric for the Funding Factor and the Corporate Performance Factor, approved non-GAAP gross margin as the annual metric for the Profitability Performance Factor, and set the annual goals for the Funding Factor, the Corporate Performance Factor, and the Profitability Performance Factor. Consistent with the program design, the Corporate Performance Factor and Profitability Performance Factor goals are more difficult to achieve than the Funding Factor goal. Individual Performance Factor metrics and goals were also established for each NEO, based on corporate-level Annual Operating Plan goals and individual performance. All Corporate, Profitability, and Individual Performance Factor goals were designed to be stretch goals.

  40. Long-Term Incentive Program

    Long-Term Incentive Program

  41. Design

    Design Our LTIP is designed to attract and retain top talent, provide competitive levels of compensation, align pay with achievement of business objectives and with stock performance over a multi-year period, reward our NEOs for outstanding Company performance, and create stockholder value over the long-term. Under the current LTIP, at the beginning of each multi-year performance period, target award opportunities (expressed as a U.S. dollar value), performance metrics, and the mix of vehicles used are established for the program. Under the 2026/2028 LTIP, service-based RSUs vest on an annual basis over three years, while Market-based PRSUs cliff vest after three years. Cliff, rather than annual, vesting provides for both retention and for aligning NEOs with longer-term stockholder interests.

  42. Equity Vehicles

    Equity Vehicles The equity vehicles used in our 2026/2028 LTIP are as follows:

  43. 2026/2028 LTIP Equity Vehicles

    2026/2028 LTIP Equity Vehicles

  44. 2026/2028 LTIP Equity Vehicles

    | Equity Vehicles | Vesting | Terms | | Market-based PRSUs •CEO/EVPs: 60% of Target Award Opportunity •SVPs: 55% of Target Award Opportunity | •Awards cliff vest on the third anniversary of the February 27, 2026 grant date (the “Grant Date”), subject to satisfaction of a minimum performance requirement and continued employment. •Awards that vest at the end of the performance period are distributed in shares of our common stock. | •The target number of Market-based PRSUs granted is determined by dividing the applicable percentage of the target opportunity by the 30 trading day average of the closing price of our common stock prior to the Grant Date, $231.13, rounded down to the nearest share. •The number of shares represented by the Market-based PRSUs that can be earned over the performance period is determined according to the performance parameters described in the figure below. | | Service-based RSUs •CEO/EVPs: 40% of Target Award Opportunity •SVPs: 45% of Target Award Opportunity | •Awards vest one-third on the first, second, and third anniversaries of the Grant Date, subject to continued employment. •Awards are distributed in shares of our common stock upon vesting. | •The number of RSUs granted is determined by dividing the applicable percentage of the target opportunity by the 30 trading day average of the closing price of our common stock prior to the Grant Date, $231.13, rounded down to the nearest share. |

  45. Market-based PRSU Potential Payouts

    Market-based PRSU Potential Payouts

  46. Market-based PRSU Potential Payouts

    | Lam’s TSR Percentile Rank Compared to XSOX Index | Market-based PRSUs That Can Be Earned (% of Target)(1) | | 75th percentile or more | 150 | | 50th percentile | 100 | | 25th percentile | 50 | | Less than 25th percentile | 0 |

  47. Market-based PRSU Potential Payouts

    (1) The results of the vesting criteria (reflecting the number of Market-based PRSUs that can be earned) are linearly interpolated between the stated percentiles and percentages. The result of the vesting criteria is rounded down to the nearest whole number.

  48. Calendar Year 2026 LTIP Decisions

    Calendar Year 2026 LTIP Decisions Calendar Year 2026 decisions for the 2026/2028 LTIP. Under our LTIP, the committee sets a target award opportunity for each participant based on the NEO’s position and responsibilities, Company and individual performance, and an assessment of competitive compensation data. The target award opportunities for each participant are expressed in a U.S. dollar value. On February 27, 2026, the committee made a grant under the 2026/2028 LTIP of Market-based PRSUs and service-based RSUs, on the terms set forth in the tables titled “2026/2028 LTIP Equity Vehicles” and “2026/2028 Market-based PRSU Performance Parameters” above, with a combined value equal to the NEO’s total target award opportunity, as determined by the committee and shown below. The calendar year 2026/2028 target amounts for each NEO were increased from calendar 2025/2027 target opportunities after taking into consideration our NEOs’ contributions and responsibilities, and our desire to continue to incentivize outperformance and to provide appropriate incentive opportunities in a highly competitive market. Market median long-term incentive data across NEO roles increased by approximately 15% year-over-year on average, with more pronounced increases for Mr. Fernandes’ and Dr. Vahedi’s roles. In addition, as was noted above with respect to Mr. Varadarajan, the committee also adjusted his compensation to reflect the broader role and increased responsibilities he was assuming in 2026 in connection with his appointment as Chief Operating Officer.

  49. 2026/2028 LTIP Award Grants

    2026/2028 LTIP Award Grants

  50. 2026/2028 LTIP Award Grants

    | Named Executive Officer | Target Award Opportunity ($)(1) | Market-based PRSU Award (#)(2) | Service-based RSU Award (#) | | Timothy M. Archer | 29,500,000 | 76,580 | 51,053 | | Douglas R. Bettinger | 7,250,000 | 18,820 | 12,547 | | Seshasayee (Sesha) Varadarajan | 7,250,000 | 18,820 | 12,547 | | Neil J. Fernandes | 4,250,000 | 10,113 | 8,274 | | Vahid Vahedi | 4,650,000 | 11,065 | 9,053 |

  51. 2026/2028 LTIP Award Grants

    (1) Target award opportunities (expressed as a U.S. dollar value) are approved by the committee and converted to awards on the grant date as described in the figure above titled “2026/2028 LTIP Equity Vehicles” 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 amounts shown in “ – Executive Compensation Tables” following this CD&A, which represent the grant date fair value of the awards determined in accordance with ASC 718. (2) The number of Market-based PRSUs awarded is reflected at target. The final number of shares that may be earned will be 0% to 150% of target. Calendar Year 2023/2025 LTIP Award Payouts. In February 2026, the committee determined the payouts for the calendar year 2023/2025 LTIP Awards of Market-based PRSUs. Prior to our 2025/2027 LTIP, the number of shares represented by the Market-based PRSUs earned over the performance period was based on our relative TSR performance compared to the market price performance of the XSOX index as described in the table below. Starting with our 2025/2027 LTIP, the committee began measuring relative TSR performance for the Market-based PRSUs by the percentile ranking of the Company’s TSR relative to the TSRs for the companies making up the performance index, as described in the table titled “2026/2028 Market-based PRSU Performance Parameters” above.

  52. 2023/2025 Market-based PRSU Performance Parameters

    | Parameter | Terms | | Performance Period | Three years from the first business day in February (February 1, 2023 through January 31, 2026). | | Performance Index | PHLX Semiconductor Sector Total Return Index, or “XSOX index” | | Number of Shares | •Based on our relative TSR performance compared to the market price performance of the Performance Index, subject to a ceiling as shown in the figure below. The TSR performance or market price performance is measured using the closing price for the 50 trading days prior to the dates the performance period begins and ends, assuming that any dividends paid on our common stock are reinvested on the ex-dividend date (consistent with the treatment of dividends in the Performance Index). •Potential payouts are as shown in the figure below. The result of the vesting formula is rounded down to the nearest whole number. |

  53. 2023/2025 Market-based PRSU Potential Payouts

    2023/2025 Market-based PRSU Potential Payouts

  54. 2023/2025 Market-based PRSU Potential Payouts

    | Lam’s TSR % Change Performance Compared to XSOX Index % Change Performance | Market-based PRSUs That Can Be Earned (% of Target)(1) | | + 25% or more | 150 | | 10% | 120 | | 0% (equal to index) | 100 | | - 10% | 80 | | - 25% | 50 | | - 50% or less | 0 |

  55. 2023/2025 Market-based PRSU Potential Payouts

    (1) The results of the vesting formula (reflecting the number of Market-based PRSUs that can be earned) are linearly interpolated between the stated percentages. Based on the parameters set forth above, the Company’s TSR performance over the three-year performance period was equal to 319.73% and the performance of the XSOX index (based on market price) over the same three-year performance period was equal to 178.75%. Lam’s stock price outperformed the XSOX index by 140.98%, which resulted in the maximum possible performance payout of 150% of the target number of Market-based PRSUs granted to each NEO. Based on such results, the committee made the following payouts to each NEO for the 2023/2025 LTIP Award of Market-based PRSUs.

  56. 2023/2025 LTIP Market-based PRSU Award Payouts

    2023/2025 LTIP Market-based PRSU Award Payouts

  57. 2023/2025 LTIP Market-based PRSU Award Payouts

    | Named Executive Officer | Target Market-based PRSUs (#) | Actual Payout of Market-based PRSUs (150.00% of Target Award Opportunity) (#) | | Timothy M. Archer | 181,020 | 271,530 | | Douglas R. Bettinger | 51,280 | 76,920 | | Seshasayee (Sesha) Varadarajan | 35,950 | 53,925 | | Neil J. Fernandes | 14,380 | 21,570 | | Vahid Vahedi | 33,180 | 49,770 |

  58. Retirement Arrangements

    Retirement Arrangements The equity award agreements granted to NEOs under our 2026/2028 LTIP include terms that provide for favorable vesting treatment in the event of certain qualified retirements. The committee approved these award agreements to help attract and retain our NEOs, and to facilitate succession and transition planning in connection with NEO retirements. For additional information about these agreements and detail about post-termination benefits under these agreements, see the “ – Executive Compensation Tables – Potential Payments Upon Termination or Change in Control” section below.

  59. Severance/Change in Control Arrangements

    Severance/Change in Control Arrangements The Company has adopted an executive severance policy and executive change in control policy, which are intended to help attract and retain our NEOs, and to facilitate a smooth transaction and transition planning in connection with change in control events. The severance policy provides for designated payments in the event of an involuntary termination of employment, death or disability, as such terms are defined in the policy. The change in control policy provides for designated payments in the case of a change in control or an acquisition by the Company, in each case when coupled with an involuntary termination (i.e., a double trigger is required before payment is made due to a change in control or acquisition by the Company), as such terms are defined in the policy. For additional information about these arrangements and detail about post-termination payments under these arrangements, see the “ – Executive Compensation Tables – Potential Payments Upon Termination or Change in Control” section below.

  60. Hart-Scott-Rodino Filing Fees

    Hart-Scott-Rodino Filing Fees During fiscal year 2026, the Company paid filing fees and related legal fees incurred in connection with filings by Mr. Archer and Mr. Bettinger under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”). The filings were required because the dollar value of shares held by each of Mr. Archer and Mr. Bettinger exceeded thresholds established under the HSR Act, due to stock price appreciation and the vesting of equity awards granted under our LTIP. The committee considers it appropriate to pay these expenses because they arose as a result of the operation of the Company’s equity compensation program. Mr. Archer and Mr. Bettinger are each responsible for taxes due as a result of our paying the filing and legal fees, and they were not provided tax gross-up payments. The amount of the filing and legal fees paid appears in the “All Other Compensation” column in the “Summary Compensation Table” below.

  61. Role of the Compensation and Human Resources Committee

    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).

  62. Peer Group Practices and Survey Data

    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 2026 Peer Group companies compare to the Company:

  63. Peer Group Revenue and Market Capitalization

    Peer Group Revenue and Market Capitalization

  64. 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 7, 2025) | 17,136 | Approximately 0.33 to 3 times Lam | 16,049 | | Market Capitalization (30-day average as of July 7, 2025) | 115,382 | Approximately 0.33 to 3 times Lam | 113,003 |

  65. Peer Group Revenue and Market Capitalization

    Based on these criteria, the Peer Group and targets may be modified from time to time. Our Peer Group was reviewed in August 2025 to ensure that our Peer Group continues to fit within our Peer Group criteria outlined above, and no changes were made for calendar year 2026 compensation decisions. Our Peer Group consists of the companies listed as follows:

  66. Peer Group Companies for Calendar Year 2026

    Peer Group Companies for Calendar Year 2026

  67. Peer Group Companies for Calendar Year 2026

    | 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 | |

  68. Peer Group Companies for Calendar Year 2026

    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 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.

  69. Policies and Practices Related to Timing of Option Awards

    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 “ – II. CY2025 and CY2026 Compensation Programs” above. The LTIP consists of a mix of vehicles, which in prior years has included stock options for executives at the level of senior vice president or above. Executives below the level of senior vice president, and non-executive employees who do not participate in the LTIP, have historically not been eligible to receive stock options. Beginning with our calendar year 2025/2027 LTIP, the committee adjusted the mix of vehicles and removed stock options from our pay mix. Our standard practice is for the committee to annually approve the grant of equity awards 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, if any, is generally on March 1 of each applicable calendar year, unless March 1 falls on a Saturday or a Sunday, in which case we generally grant awards on the preceding Friday or succeeding Monday. 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. 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 2026, 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.

  70. Taxation of “Parachute” Payments

    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 2026, 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.

  71. Internal Revenue Code Section 409A

    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. 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.

  72. Accounting for Stock-Based Compensation

    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.

  73. Summary Compensation Table

    Summary Compensation Table

  74. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Timothy M. Archer President, Chief Executive Officer | 2026 | 1,316,625 | — | 33,539,410 | — | 5,442,278(4) | 56,162 | 40,354,475 | | | 2025 | 1,236,539 | — | 24,101,123 | — | 2,938,320(5) | 22,179 | 28,298,161 | | | 2024 | 1,176,923 | — | 19,847,946 | 6,261,433 | 2,831,300(6) | 17,439 | 30,135,041 | | Douglas R. Bettinger Executive Vice President, Chief Financial Officer | 2026 | 785,962 | — | 8,242,610 | — | 1,632,356(4) | 131,909 | 10,792,837 | | | 2025 | 743,999 | — | 6,800,221 | — | 1,022,379(5) | 27,136 | 8,593,735 | | | 2024 | 720,591 | — | 5,353,700 | 1,689,107 | 1,001,195(6) | 17,239 | 8,781,832 | | Seshasayee (Sesha) Varadarajan Executive Vice President, Chief Operating Officer | 2026 | 778,423 | 5,638(7) | 8,242,610 | — | 1,536,571(4) | 12,715 | 10,575,957 | | | 2025 | 714,596 | 2,560(7) | 5,609,261 | — | 838,646(5) | 15,789 | 7,180,852 | | | 2024 | 561,697 | 2,800(7) | 4,528,866 | 857,469 | 649,805(6) | 12,684 | 6,613,321 | | Neil J. Fernandes Senior Vice President, Global Customer Operations | 2026 | 650,096 | — | 4,784,397 | — | 1,186,835(4) | 15,037 | 6,636,365 | | Vahid Vahedi Senior Vice President, Chief Technology and Sustainability Officer | 2026 | 668,269 | 9,966(7) | 5,234,810 | — | 1,190,498(4) | 15,580 | 7,119,123 | | | 2025 | 618,269 | 1,673(7) | 3,673,330 | — | 734,580(5) | 18,327 | 5,046,179 | | | 2024 | 553,524 | 873(7) | 3,311,056 | 742,493 | 649,805(6) | 14,995 | 5,272,746 |

  75. Summary Compensation Table

    | (1) The target value of Mr. Archer’s service-based RSU and Market-based PRSU awards under the LTIP was $29,500,000 for fiscal year 2026, $24,100,000 for fiscal year 2025, and $17,200,000 for fiscal year 2024. The target value of Mr. Bettinger’s service-based RSU and Market-based PRSU awards was $7,250,000 for fiscal year 2026, $6,800,000 for fiscal year 2025, and $4,640,000 for fiscal year 2024. The target value of Mr. Varadarajan’s service-based RSU and Market-based PRSU awards was $7,250,000 for fiscal year 2026, $5,650,000 for fiscal year 2025, and $3,952,500 for fiscal year 2024. The target value of Mr. Fernandes’ service-based RSU and Market-based PRSU awards was $4,250,000 for fiscal year 2026. The target value of Dr. Vahedi’s service-based RSU and Market-based PRSU awards was $4,650,000 for fiscal year 2026, $3,700,000 for fiscal year 2025, and $2,890,000 for fiscal year 2024. The amounts shown in this column represent the value of service-based RSU and Market-based PRSU awards granted, in accordance with ASC 718. However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. For fiscal year 2026, the aggregate grant date fair value of the RSU and Market-based PRSU awards that may be earned by each NEO assuming the highest level of performance conditions for the Market-based PRSU awards will be achieved is as follows: Mr. Archer: $44,390,031; Mr. Bettinger: $10,909,215; Mr. Varadarajan: $10,909,215; Mr. Fernandes: $6,217,166; and Dr. Vahedi: $6,802,468. The fair value of service-based RSUs was calculated based on the fair market value of the Company’s common stock at the date of grant, discounted for dividends because the RSUs do not have dividend equivalent rights. The fair value of Market-based PRSUs granted in fiscal year 2026 under the 2026/2028 LTIP on February 27, 2026 was calculated using a Monte Carlo simulation model using the assumptions shown below. For additional details regarding the grants see “Grants of Plan-Based Awards for Fiscal Year 2026” below. | | | | | Market-based PRSU Award Valuation Assumptions | | | | | Expected Volatility | Risk-free Interest Rate | Expected Term (Years) | Dividend Yield | | 44.34% | 3.36% | 2.93 | 0.44% | | (2) The target value of stock option awards under the LTIP for fiscal year 2024 was $4,300,000 for Mr. Archer, $1,160,000 for Mr. Bettinger, $697,500 for Mr. Varadarajan, and $510,000 for Dr. Vahedi. The amounts shown in this column represent the value of the stock option awards granted, in accordance with ASC 718. However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. | | | | | (3) Please refer to “All Other Compensation Table for Fiscal Year 2026,” which immediately follows this table, for additional information. | | | | | (4) Represents the amount earned and subsequently paid under the calendar year 2025 AIP. | | | | | (5) Represents the amount earned and subsequently paid under the calendar year 2024 AIP. | | | | | (6) Represents the amount earned and subsequently paid under the calendar year 2023 AIP. | | | | | (7) Represents patent awards. | | | |

  76. Grants of Plan-Based Awards for Fiscal Year 2026

    Grants of Plan-Based Awards for Fiscal Year 2026

  77. Grants of Plan-Based Awards for Fiscal Year 2026

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Award Type | Grant Date | Approved Date | Target ($)(1) | Maximum ($)(1) | Target (#)(2) | Maximum (#)(2) | | | | Timothy M. Archer | Annual Incentive Program | N/A | 2/4/26 | 2,691,000 | 6,727,500 | | | | | | | LTIP-Equity | | | | | | | | | | | Market-based PRSUs | 2/27/26 | 2/4/26 | | | 76,580(4) | 114,870(4) | | 21,701,240 | | | Service-based RSUs | 2/27/26 | 2/4/26 | | | | | 51,053(5) | 11,838,170 | | Douglas R. Bettinger | Annual Incentive Program | N/A | 2/3/26 | 966,000 | 2,415,000 | | | | | | | LTIP-Equity | | | | | | | | | | | Market-based PRSUs | 2/27/26 | 2/3/26 | | | 18,820(4) | 28,230(4) | | 5,333,212 | | | Service-based RSUs | 2/27/26 | 2/3/26 | | | | | 12,547(5) | 2,909,398 | | Seshasayee (Sesha) Varadarajan | Annual Incentive Program | N/A | 2/3/26 | 880,000 | 2,200,000 | | | | | | | LTIP-Equity | | | | | | | | | | | Market-based PRSUs | 2/27/26 | 2/3/26 | | | 18,820(4) | 28,230(4) | | 5,333,212 | | | Service-based RSUs | 2/27/26 | 2/3/26 | | | | | 12,547(5) | 2,909,398 | | Neil J. Fernandes | Annual Incentive Program | N/A | 2/3/26 | 685,000 | 1,712,500 | | | | | | | LTIP-Equity | | | | | | | | | | | Market-based PRSUs | 2/27/26 | 2/3/26 | | | 10,113(4) | 15,169(4) | | 2,865,822 | | | Service-based RSUs | 2/27/26 | 2/3/26 | | | | | 8,274(5) | 1,918,575 | | Vahid Vahedi | Annual Incentive Program | N/A | 2/3/26 | 700,000 | 1,750,000 | | | | | | | LTIP-Equity | | | | | | | | | | | Market-based PRSUs | 2/27/26 | 2/3/26 | | | 11,065(4) | 16,597(4) | | 3,135,600 | | | Service-based RSUs | 2/27/26 | 2/3/26 | | | | | 9,053(5) | 2,099,210 |

  78. Grants of Plan-Based Awards for Fiscal Year 2026

    | (1) The calendar year 2026 AIP target and maximum estimated future payouts reflected in this table were calculated using the base salary for calendar year 2026. Awards payouts range from 0% to 250% of target. | | (2) The amounts reported represent the target and maximum number of Market-based PRSUs that may vest on the terms described in “ – Compensation Discussion and Analysis” above. The number of shares that may be earned is equal to from 0% to 150% of target. | | (3) The amounts reported represent the fair value of Market-based PRSU and service-based RSU awards granted during fiscal year 2026 in accordance with ASC 718. However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. For details regarding the assumptions used to calculate the fair value of awards granted during fiscal year 2026, see note 1 to the “Summary Compensation Table” above. |

  79. Grants of Plan-Based Awards for Fiscal Year 2026

    | (4) The Market-based PRSUs will vest on the third anniversary of the grant date, subject to continued employment. The actual conversion of Market-based PRSUs into shares of Lam common stock following the conclusion of the three-year performance period will range from 0% to 150% of the target amount, depending upon the percentile ranking of Lam’s TSR relative to the TSR of the companies in the XSOX index over the applicable three-year performance period. | | (5) The RSUs will vest in three equal installments on the first, second, and third anniversaries of the grant date, subject to continued employment. |

  80. Outstanding Equity Awards at Fiscal Year 2026 Year-End

    Outstanding Equity Awards at Fiscal Year 2026 Year-End

  81. Outstanding Equity Awards at Fiscal Year 2026 Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Timothy M. Archer | 2/27/2026(2) | | | | | 51,053 | 19,353,682 | — | — | | | 2/27/2026(3) | | | | | — | — | 76,580 | 29,030,712 | | | 2/28/2025(2) | | | | | 79,000 | 29,948,110 | — | — | | | 2/28/2025(3) | | | | | — | — | 177,750 | 67,383,248 | | | 3/1/2024(2) | | | | | 16,360 | 6,201,912 | — | — | | | 3/1/2024(5) | | | | | — | — | 147,260 | 55,824,793 | | | 3/1/2024(4) | 98,160 | 49,080 | 98.15 | 3/1/2031 | | | | | | | 3/1/2023(4) | 181,020 | — | 49.09 | 3/1/2030 | | | | | | | 3/1/2022(4) | 151,980 | — | 54.06 | 3/1/2029 | | | | | | | 3/1/2021(4) | 59,970 | — | 59.88 | 3/1/2028 | | | | | | | 3/2/2020(4) | 121,400 | — | 30.03 | 3/2/2027 | | | | | | Douglas R. Bettinger | 2/27/2026(2) | | | | | 12,547 | 4,756,442 | — | — | | | 2/27/2026(3) | | | | | — | — | 18,820 | 7,134,474 | | | 2/28/2025(2) | | | | | 22,290 | 8,449,916 | — | — | | | 2/28/2025(3) | | | | | — | — | 50,153 | 19,012,501 | | | 3/1/2024(2) | | | | | 4,420 | 1,675,578 | — | — | | | 3/1/2024(5) | | | | | — | — | 39,720 | 15,057,455 | | | 3/1/2024(4) | — | 13,240 | 98.15 | 3/1/2031 | | | | | | Seshasayee (Sesha) Varadarajan | 2/27/2026(2) | | | | | 12,547 | 4,756,442 | — | — | | | 2/27/2026(3) | | | | | — | — | 18,820 | 7,134,474 | | | 2/28/2025(2) | | | | | 20,836 | 7,898,719 | — | — | | | 2/28/2025(3) | | | | | — | — | 38,199 | 14,480,859 | | | 3/1/2024(2) | | | | | 5,310 | 2,012,968 | — | — | | | 3/1/2024(5) | | | | | — | — | 29,190 | 11,065,637 | | | 3/1/2024(4) | 15,920 | 7,960 | 98.15 | 3/1/2031 | | | | | | | 3/1/2023(4) | 29,400 | — | 49.09 | 3/1/2030 | | | | | | | 3/1/2022(4) | 20,880 | — | 54.06 | 3/1/2029 | | | | | | | 3/1/2021(4) | 12,270 | — | 59.88 | 3/1/2028 | | | | | | | 3/2/2020(4) | 27,480 | — | 30.03 | 3/2/2027 | | | | | | Neil J. Fernandes | 2/27/2026(2) | | | | | 8,274 | 3,136,591 | — | — | | | 2/27/2026(3) | | | | | — | — | 10,113 | 3,833,737 | | | 2/28/2025(2) | | | | | 13,276 | 5,032,799 | — | — | | | 2/28/2025(3) | | | | | — | — | 24,339 | 9,226,672 | | | 3/1/2024(2) | | | | | 3,650 | 1,383,679 | — | — | | | 3/1/2024(5) | | | | | — | — | 20,090 | 7,615,918 | | | 3/1/2024(4) | 10,940 | 5,470 | 98.15 | 3/1/2031 | | | | | | | 3/1/2023(4) | 11,760 | — | 49.09 | 3/1/2030 | | | | | | Vahid Vahedi | 2/27/2026(2) | | | | | 9,053 | 3,431,902 | — | — | | | 2/27/2026(3) | | | | | — | — | 11,065 | 4,194,631 | | | 2/28/2025(2) | | | | | 13,645 | 5,172,683 | — | | | | 2/28/2025(3) | | | | | — | — | 25,015 | 9,482,936 | | | 3/1/2024(2) | | | | | 3,880 | 1,470,869 | — | — | | | 3/1/2024(5) | | | | | — | — | 21,340 | 8,089,781 | | | 3/1/2024(4) | 11,640 | 5,820 | 98.15 | 3/1/2031 | | | | | | | 3/1/2023(4) | 27,150 | — | 49.09 | 3/1/2030 | | | | | | | 3/1/2022(4) | 20,880 | — | 54.06 | 3/1/2029 | | | | | | | 3/1/2021(4) | 12,270 | — | 59.88 | 3/1/2028 | | | | |

  82. Outstanding Equity Awards at Fiscal Year 2026 Year-End

    | (1) Calculated by multiplying the number of unvested units by $379.09, the closing price of our common stock on June 26, 2026, which was the last trading day of fiscal year 2026. | | (2) The RSUs will vest in three equal installments on the first, second, and third anniversaries of the grant date, subject to continued employment. | | (3) The Market-based PRSUs will vest on the third anniversary of the grant date, subject to continued employment. The Market-based PRSUs are shown at their target amount. The actual conversion of the Market-based PRSUs into shares of Lam common stock following the conclusion of the three-year performance period will range from 0% to 150% of that target amount, depending upon the percentile ranking of Lam’s TSR relative to the TSR of the companies in the XSOX index over the applicable three-year performance period. | | (4) The stock options become exercisable in three equal installments on the first, second, and third anniversaries of the grant date, subject to continued employment. | | (5) The Market-based PRSUs will vest on the third anniversary of the grant date, subject to continued employment. The Market-based PRSUs are shown at their target amount. The actual conversion of the Market-based PRSUs into shares of Lam common stock following the conclusion of the three-year performance period will range from 0% to 150% of that target amount, depending upon Lam’s TSR performance compared to the market price performance of the XSOX index over the applicable three-year performance period. |

  83. Option Exercises and Stock Vested During Fiscal Year 2026(1)

    Option Exercises and Stock Vested During Fiscal Year 2026(1)

  84. Option Exercises and Stock Vested During Fiscal Year 2026(1)

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Timothy M. Archer | 113,300 | 16,562,761 | 347,510 | 81,279,114 | | Douglas R. Bettinger | 144,060 | 24,215,992 | 98,175 | 22,962,151 | | Seshasayee (Sesha) Varadarajan | — | — | 76,192 | 17,820,547 | | Neil J. Fernandes | — | — | 34,477 | 8,063,826 | | Vahid Vahedi | — | — | 66,512 | 15,556,492 |

  85. Option Exercises and Stock Vested During Fiscal Year 2026(1)

    | (1) The table shows all stock options exercised and the value realized upon exercise, and all RSUs and Market-based PRSUs vested and the value realized upon vesting. |

  86. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  87. Nonqualified Deferred Compensation

    | Name | Executive Contributions in FY 2026 ($)(1) | Registrant Contributions in FY 2026 ($)(2) | Aggregate Earnings in FY 2026 ($)(3) | Aggregate Balance at 2026 Fiscal Year-End ($)(4) | | Timothy M. Archer | 1,789,370 | 2,500 | 2,550,646 | 19,379,173 | | Douglas R. Bettinger | 196,346 | 2,500 | 2,386,906 | 12,082,901 | | Seshasayee (Sesha) Varadarajan | — | — | — | — | | Neil J. Fernandes | 367,175 | 2,500 | 199,518 | 1,684,748 | | Vahid Vahedi | — | — | — | — |

  88. Nonqualified Deferred Compensation

    | (1) The entire amount of each executive’s contributions in fiscal year 2026 is reported in each respective NEO’s compensation in our fiscal year 2026 “Summary Compensation Table” above. | | (2) Represents the amount that Lam credited to the Elective Deferred Compensation Plan (the “EDCP”), which is 3% of the executive’s salary contribution during calendar years 2025 and 2026, to a maximum annual benefit of $2,500. These amounts are included in the “Summary Compensation Table” and “All Other Compensation Table for Fiscal Year 2026” above. | | (3) The NEOs did not receive above-market or preferential earnings in fiscal year 2026. | | (4) The fiscal year-end balance includes $9,513,329 for Mr. Archer and $5,699,922 for Mr. Bettinger that were previously reported in our Summary Compensation Tables in previous years. The fiscal year-end balance includes $17,929,246 for Mr. Archer and $12,082,901 for Mr. Bettinger that was contributed after December 31, 2004, or constitutes earnings on such contributions, and which is subject to distribution in the event of a Change in Control (as defined in the EDCP) as described in “ – Potential Payments upon Termination or Change in Control – Elective Deferred Compensation Plan” below. |

  89. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The independent members of our Board have adopted an executive severance policy (the “severance policy”) and an executive change in control policy (the “change in control policy”), which are applicable to our NEOs. The policies were amended by the independent members of our Board, effective May 15, 2024. The following is a summary of the policies.

  90. Potential Payments to Named Executive Officers Upon Termination or Change in Control

    Potential Payments to Named Executive Officers Upon Termination or Change in Control The tables below summarize the potential payments to our NEOs, assuming an employment termination or change in control of the Company as of the end of fiscal year 2026. These amounts are calculated assuming that the employment termination or change in control occurs on the last business day of fiscal year 2026, June 26, 2026. The closing price per share of our common stock on June 26, 2026 was $379.09. The short-term incentive program pro rata amounts are calculated by multiplying the applicable pro rata percentage by the target. Actual performance will not be known until after the end of calendar year 2026.

  91. Potential Payments to NEOs Upon Termination or Change in Control

    Potential Payments to NEOs Upon Termination or Change in Control

  92. Potential Payments to NEOs Upon Termination or Change in Control

    | Potential Payments to Mr. Archer Upon Termination or Change in Control as of June 26, 2026 | | | | | | | | | Involuntary Termination | | | | | | Voluntary Termination ($) | Disability or Death ($) | For Cause ($) | Not for Cause ($) | Change in Control or Acquisition by Lam ($) | | Compensation | | | | | | | Severance | — | — | — | 2,018,250 | 2,691,000 | | Short-term Incentive (5-year average) | — | — | — | 3,304,137 | 6,608,274 | | Short-term Incentive (pro rata) | — | 1,121,250 | — | 1,121,250 | 1,376,724 | | Long-term Incentives: | | | | | | | Stock Options (Unvested and Accelerated) | — | 13,788,388 | — | 3,447,097 | 13,788,388 | | Service-based Restricted Stock Units (Unvested and Accelerated) | — | 55,503,704 | — | 5,293,992 | 55,503,704 | | Performance-based Restricted Stock Units (Unvested and Accelerated) | — | 218,835,768 | — | 118,489,887 | 190,894,940 | | Benefits and Perquisites | | | | | | | Health Benefit Continuation/Retiree Health Plans | 894,000 | 894,000 | 894,000 | 894,000 | 894,000 | | Total | 894,000 | 290,143,110 | 894,000 | 134,568,613 | 271,757,030 |

  93. Potential Payments to NEOs Upon Termination or Change in Control

    | Potential Payments to Mr. Bettinger Upon Termination or Change in Control as of June 26, 2026 | | | | | | | | | Involuntary Termination | | | | | | Voluntary Termination ($) | Disability or Death ($) | For Cause ($) | Not for Cause ($) | Change in Control or Acquisition by Lam ($) | | Compensation | | | | | | | Severance | — | — | — | 805,000 | 1,207,500 | | Short-term Incentive (5-year average) | — | — | — | 573,826 | 1,721,479 | | Short-term Incentive (pro rata) | — | 402,500 | — | 402,500 | 478,189 | | Long-term Incentives: | | | | | | | Stock Options (Unvested and Accelerated) | — | 3,719,606 | — | 929,901 | 3,719,606 | | Service-based Restricted Stock Units (Unvested and Accelerated) | — | 14,881,936 | — | 1,475,039 | 14,881,936 | | Performance-based Restricted Stock Units (Unvested and Accelerated) | — | 59,466,332 | — | 32,435,320 | 51,808,714 | | Benefits and Perquisites | | | | | | | Health Benefit Continuation/COBRA Benefit | — | 37,304 | — | 37,304 | 37,304 | | Total | — | 78,507,678 | — | 36,658,890 | 73,854,728 |

  94. Potential Payments to NEOs Upon Termination or Change in Control

    | Potential Payments to Mr. Varadarajan Upon Termination or Change in Control as of June 26, 2026 | | | | | | | | | Involuntary Termination | | | | | | Voluntary Termination ($) | Disability or Death ($) | For Cause ($) | Not for Cause ($) | Change in Control or Acquisition by Lam ($) | | Compensation | | | | | | | Severance | — | — | — | 800,000 | 1,200,000 | | Short-term Incentive (5-year average) | — | — | — | 433,446 | 1,300,338 | | Short-term Incentive (pro rata) | — | 366,667 | — | 366,667 | 361,205 | | Long-term Incentives: | | | | | | | Stock Options (Unvested and Accelerated) | — | 2,236,259 | — | 559,065 | 2,236,259 | | Service-based Restricted Stock Units (Unvested and Accelerated) | — | 14,668,129 | — | 1,490,202 | 14,668,129 | | Performance-based Restricted Stock Units (Unvested and Accelerated) | — | 46,681,143 | — | 24,484,286 | 40,635,036 | | Benefits and Perquisites | | | | | | | Health Benefit Continuation/COBRA Benefit | — | 53,524 | — | 53,524 | 53,524 | | Total | — | 64,005,722 | — | 28,187,190 | 60,454,491 |

  95. Potential Payments to NEOs Upon Termination or Change in Control

    | Potential Payments to Mr. Fernandes Upon Termination or Change in Control as of June 26, 2026 | | | | | | | | | Involuntary Termination | | | | | | Voluntary Termination ($) | Disability or Death ($) | For Cause ($) | Not for Cause ($) | Change in Control or Acquisition by Lam ($) | | Compensation | | | | | | | Severance | — | — | — | — | 1,027,500 | | Short-term Incentive (5-year average) | — | — | — | — | 1,027,041 | | Short-term Incentive (pro rata) | — | 285,417 | — | — | 285,289 | | Long-term Incentives: | | | | | | | Stock Options (Unvested and Accelerated) | — | 1,536,725 | — | — | 1,536,725 | | Service-based Restricted Stock Units (Unvested and Accelerated) | — | 9,553,069 | — | — | 9,553,069 | | Performance-based Restricted Stock Units (Unvested and Accelerated) | — | 29,756,670 | — | — | 25,954,397 | | Benefits and Perquisites | | | | | | | Health Benefit Continuation/COBRA Benefit | — | 53,524 | — | 53,524 | 53,524 | | Total | — | 41,185,405 | — | 53,524 | 39,437,545 |

  96. Potential Payments to NEOs Upon Termination or Change in Control

    | Potential Payments to Dr. Vahedi Upon Termination or Change in Control as of June 26, 2026 | | | | | | | | | Involuntary Termination | | | | | | Voluntary Termination ($) | Disability or Death ($) | For Cause ($) | Not for Cause ($) | Change in Control or Acquisition by Lam ($) | | Compensation | | | | | | | Severance | — | — | — | — | 1,050,000 | | Short-term Incentive (5-year average) | — | — | — | — | 1,165,297 | | Short-term Incentive (pro rata) | — | 291,667 | — | — | 323,693 | | Long-term Incentives: | | | | | | | Stock Options (Unvested and Accelerated) | — | 1,635,053 | — | — | 1,635,053 | | Service-based Restricted Stock Units (Unvested and Accelerated) | — | 10,075,454 | — | — | 10,075,454 | | Performance-based Restricted Stock Units (Unvested and Accelerated) | — | 31,274,925 | — | | 27,302,441 | | Benefits and Perquisites | | | | | | | Health Benefit Continuation/Retiree Health Plans | 886,000 | 886,000 | 886,000 | 886,000 | 886,000 | | Total | 886,000 | 44,163,099 | 886,000 | 886,000 | 42,437,938 |

  97. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees (other than our CEO). The fiscal year 2026 annual total compensation of our CEO, Mr. Archer, was $40,354,475, the fiscal year 2026 annual total compensation of our median compensated employee (other than our CEO) was $80,764, and the ratio of these amounts was 500 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources system of record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. For purposes of identifying our median compensated employee in fiscal year 2026, we used our global employee population as of June 28, 2026, identified based on our human resources systems of record. We used total direct compensation as our consistently applied compensation measure for such population. In this context, total direct compensation means the sum of the applicable annual base salaries determined as of June 28, 2026, the incentive cash target amount payable for service in calendar year 2026, and the approved value of the annual equity awards granted during fiscal year 2026 for our global employee population. We annualized the annual base salary and incentive cash target amounts for all employees who did not work for the entire year. Given its global population, the Company used the foreign currency exchange rates in effect at the end of fiscal year 2026 to determine the annual total direct compensation and therefore the median compensated employee. After identifying our median compensated employee, we then calculated the annual total compensation for our median compensated employee for fiscal year 2026 using the same methodology used for our CEO as set forth in the “Summary Compensation Table” of this proxy statement.

  98. Pay Versus Performance

    Pay Versus Performance The following disclosure has been prepared in accordance with the pay versus performance disclosure requirements set forth in Item 402(v) of Regulation S-K under the Exchange Act, which requires the presentation of certain information about the relationship between the compensation of our NEOs and our performance. Amounts reported as “Compensation Actually Paid” differ from the compensation amounts disclosed elsewhere in this proxy statement and do not reflect the value of the compensation actually received by the NEOs, including our CEO, who serves as our principal executive officer (“PEO”). For information about how our executive compensation program seeks to align pay with performance, please refer to “ – Executive Compensation and Other Information – Compensation Discussion and Analysis” beginning on page 28.

  99. Pay Versus Performance

    Pay Versus Performance

  100. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(1)(2) | Value of Initial Fixed $100 Investment Based On: (3) | | Net Income ($ in thousands) | Non-GAAP Operating Income as a Percentage of Revenue (%)(5) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | | | | 2026 | 40,354,475 | 320,642,970 | 8,781,071 | 63,019,272 | 633 | 430 | 7,265,396 | 35.8 | | 2025 | 28,298,161 | 14,697,241 | 8,377,096 | 7,038,953 | 161 | 179 | 5,358,217 | 32.3 | | 2024 | 30,135,041 | 71,745,236 | 6,933,795 | 15,027,121 | 175 | 175 | 3,827,772 | 30.3 | | 2023 | 18,310,099 | 35,457,770 | 4,654,089 | 8,924,931 | 99 | 111 | 4,510,931 | 30.7 | | 2022 | 16,941,156 | 10,266,747 | 4,179,804 | 3,029,959 | 72 | 85 | 4,605,286 | 31.3 |

  101. Pay Versus Performance

    (1) Timothy M. Archer was our CEO for each of the years presented. Our other NEOs, other than the CEO, during the years presented were as follows: •FY 2026: Douglas R. Bettinger, Seshasayee (Sesha) Varadarajan, Neil J. Fernandes, and Vahid Vahedi •FY 2025: Douglas R. Bettinger, Patrick J. Lord, Ava A. Harter, and Seshasayee (Sesha) Varadarajan •FY 2024: Douglas R. Bettinger, Patrick J. Lord, Seshasayee (Sesha) Varadarajan, and Vahid Vahedi •FY 2023: Douglas R. Bettinger, Patrick J. Lord, Vahid Vahedi, and Seshasayee (Sesha) Varadarajan •FY 2022: Douglas R. Bettinger, Patrick J. Lord, Vahid Vahedi, and Seshasayee (Sesha) Varadarajan (2) The following tables present the amounts deducted from and added to our CEO’s total compensation for each year, as well as the average amounts deducted from and added to the average of the total compensation for the other NEOs, other than the CEO, for each year, as reported in the Summary Compensation Table, in order to determine the “compensation actually paid” to our CEO and the average “compensation actually paid”to the other NEOs, in accordance with SEC rules. Neither our CEO nor the other NEOs participated in any defined benefit or actuarial pension plans (including supplemental plans) during the years presented, and no such plans are reported in the Summary Compensation Table. As a result, no information regarding deductions or additions related to pension plans is presented. For purposes of these adjustments, the fair value of equity awards was determined as follows: (i) for service-based RSUs at fiscal year-end, using the closing price of the Company’s common stock on the last trading day preceding the fiscal year-end; (ii) for Market-based PRSUs at fiscal year-end, using a Monte Carlo simulation model with assumptions for expected volatility, risk-free interest rate, expected term and dividend yield determined as of the fiscal year-end; (iii) for service-based RSUs and Market-based PRSUs upon vesting, using the closing price of the Company’s common stock on the vesting date; (iv) for stock option awards at fiscal year-end, using a Black-Scholes option valuation model with assumptions for expected volatility, risk-free interest rate, expected term and dividend yield determined as of the fiscal year-end; and (v) for stock option awards upon vesting, using a Black-Scholes option valuation model with assumptions for expected volatility, risk-free interest rate, expected term and dividend yield determined as of the vesting date.

  102. Pay Versus Performance

    | | CEO | | | | | | Adjustments | FY 2026 | FY 2025 | FY 2024 | FY 2023 | FY 2022 | | Summary Compensation Table (SCT) Total | 40,354,475 | 28,298,161 | 30,135,041 | 18,310,099 | 16,941,156 | | (Deduct): SCT “Stock Awards” column value | (33,539,410) | (24,101,123) | (19,847,946) | (11,291,907) | (10,079,176) | | (Deduct): SCT “Option Awards” column value | — | — | (6,261,433) | (3,643,192) | (2,669,527) | | Add: year-end fair value of equity awards granted in the fiscal year that are outstanding and unvested as of the fiscal year-end | 57,296,009 | 33,443,663 | 26,917,750 | 18,979,835 | 11,041,230 | | Add (Deduct): year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the fiscal year-end | 187,848,957 | (7,464,817) | 30,177,855 | 7,625,472 | (7,109,304) | | Add: vesting date fair value of equity awards granted and vested in the fiscal year | — | — | — | — | — | | Add (Deduct): year-over-year change in fair value of equity awards granted in prior years that vested in the fiscal year | 68,682,939 | (15,478,643) | 10,623,969 | 5,477,463 | 2,142,368 | | (Deduct): fair value as of prior year-end of equity awards granted in prior years that failed to vest in the fiscal year | — | — | — | — | — | | Add: dollar value of dividends/earnings paid on equity awards in the fiscal year | — | — | — | — | — | | Compensation Actually Paid | 320,642,970 | 14,697,241 | 71,745,236 | 35,457,770 | 10,266,747 |

  103. Pay Versus Performance

    | | Other NEOs (Average) | | | | | | Adjustments | FY 2026 | FY 2025 | FY 2024 | FY 2023 | FY 2022 | | Summary Compensation Table (SCT) Total | 8,781,071 | 8,377,096 | 6,933,795 | 4,654,089 | 4,179,804 | | (Deduct): SCT “Stock Awards” column value | (6,626,107) | (6,574,519) | (4,371,479) | (2,709,589) | (2,122,367) | | (Deduct): SCT “Option Awards” column value | — | (129,498) | (1,160,663) | (737,158) | (510,227) | | Add: year-end fair value of equity awards granted in the fiscal year that are outstanding and unvested as of the fiscal year-end | 11,305,836 | 9,026,385 | 4,637,696 | 4,391,629 | 2,280,231 | | Add (Deduct): year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the fiscal year-end | 36,511,493 | (1,313,954) | 6,531,859 | 1,681,231 | (1,644,600) | | Add: vesting date fair value of equity awards granted and vested in the fiscal year | — | 117,447 | — | — | — | | Add (Deduct): year-over-year change in fair value of equity awards granted in prior years that vested in the fiscal year | 13,046,979 | (2,464,004) | 2,455,913 | 1,644,729 | 847,118 | | (Deduct): fair value as of prior year-end of equity awards granted in prior years that failed to vest in the fiscal year | — | — | — | — | — | | Add: dollar value of dividends/earnings paid on equity awards in the fiscal year | — | — | — | — | — | | Compensation Actually Paid | 63,019,272 | 7,038,953 | 15,027,121 | 8,924,931 | 3,029,959 |

  104. Pay Versus Performance

    (3) Total shareholder return is calculated based on the value of an initial fixed investment of $100 on June 25, 2021 through the end of the listed fiscal year, and assuming dividends are reinvested. (4) The peer group used is the PHLX Semiconductor Sector Total Return Index, which is the same peer group used in Part II, Item 5 of our Form 10-K. (5) Appendix A contains a reconciliation of non-GAAP operating income as a percentage of revenue to the results reported in our financial statements.

  105. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance The following graphs present the relationships between: (i) “compensation actually paid” (“CAP”), as disclosed in the Pay Versus Performance table, compared to our TSR; (ii) our TSR compared to the TSR of the PHLX Semiconductor Sector Total Return Index, which is the Company’s “peer group” for purposes of the Pay Versus Performance table; (iii) CAP as disclosed in the Pay Versus Performance table compared to our net income; and (iv) CAP as disclosed in the Pay Versus Performance table compared to our non-GAAP operating income as a percentage of revenue6. 6 Appendix A contains a reconciliation of non-GAAP operating income as a percentage of revenue to the results reported in our financial statements.

  106. Proposal No. 1: Election of Director Nominees

    Proposal No. 1: Election of Director Nominees Upon the recommendation of the nominating and governance committee, the Board has nominated for election to the Board 10 nominees who are directors of the Company as of the date of this proxy statement. All of the nominees were most recently elected by stockholders at the 2025 annual meeting of stockholders with the exception of Dr. Devgan, who was appointed to the Board on February 3, 2026. A nominee will be elected as a director at the annual meeting only if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Any nominee who fails to receive affirmative approval from holders of a majority of the votes cast in such nominee’s election at the annual meeting, either by proxy or in person, will have their previously submitted resignation promptly considered by the Board in accordance with our corporate governance guidelines. The term of office of each person elected as a director will be until the next annual meeting of stockholders or until their successor is elected and qualified or their earlier resignation or removal. Unless otherwise instructed, the people named on the proxy card as proxy holders (the “Proxy Holders”) will vote the proxies received by them for the 10 nominees named below. If any nominee of the Company should decline or be unable to serve as a director as of the time of the annual meeting, then the proxies will be voted for any substitute nominee designated by the then-current Board to fill the vacancy. The Company is not aware of any nominee who will be unable, or will decline, to serve as a director. The nominees for election or reelection have been nominated for election to the Board in accordance with the criteria and procedures discussed above in “Governance Matters – Corporate Governance.” New Director Appointment. As part of our board refreshment planning, the Board identified the desirability of augmenting its skills and experience with a current public company CEO with experience in the semiconductor ecosystem and technology leadership. Dr. Devgan was identified as a director candidate by the Board and introduced to the Board by Mr. Talwalkar without the involvement of a search firm. In connection with the assessment of Dr. Devgan’s candidacy by the nominating and corporate governance committee and the Board, Dr. Devgan met with our Board chair, nominating and governance committee chair, additional board members, and our president and CEO, as well as representatives of the Company’s executive management team. Following these meetings, upon the recommendation of the nominating and governance committee, the Board appointed Dr. Devgan to the Board. The Board believes that Dr. Devgan’s executive leadership experience and deep technology expertise further strengthens the Board’s oversight and direction of Lam’s business and long-term strategy. Nominee Board Contributions. We believe that each of our nominees, while serving as a director and/or officer of the Company, has devoted adequate time to the Board and performed their duties with critical attributes such as honesty, integrity, wisdom, and an adherence to high ethical standards. Each nominee has demonstrated strong business acumen, an ability to make independent analytical inquiries, to understand the Company’s business environment and to exercise sound judgment, as well as a commitment to the Company and its core values. We believe the nominees have diverse viewpoints, skills, backgrounds, and experiences that will encourage a robust decision-making process for the Board.

  107. Proposal No. 1: Election of Director Nominees

    | þ | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE 10 DIRECTOR NOMINEES SET FORTH BELOW. |

  108. 2026 Nominees for Director

    2026 Nominees for Director

  109. 2026 Nominees for Director

    | Timothy M. Archer Director since 2018 Age 59 Public company directorship in last five years: • Johnson Controls International plc | Experience Timothy M. Archer has served as the Company’s President and Chief Executive Officer since December 2018. Mr. Archer joined the Company in June 2012 as our executive vice president, chief operating officer, and was promoted to president and chief operating officer in January 2018. Prior to joining us, he spent 18 years at Novellus Systems, Inc. in various technology development and business leadership roles, including most recently as chief operating officer from January 2011 to June 2012; executive vice president of Worldwide Sales, Marketing, and Customer Satisfaction from September 2009 to January 2011; and executive vice president of the PECVD and Electrofill Business Units from November 2008 to September 2009. His tenure at Novellus also included assignments as senior director of technology for Novellus Systems Japan from 1999 to 2001 and senior director of technology for the Electrofill Business Unit from April 2001 to April 2002. He started his career in 1989 at Tektronix, where he was responsible for process development for high-speed bipolar integrated circuits. Mr. Archer has served as a member of the board of directors of Johnson Controls International plc since March 2024, where he is a member of the governance and sustainability committee. He also serves on the International Board of Directors for SEMI. From 2020 to 2022, Mr. Archer served as chair of the board for the National GEM Consortium. Mr. Archer completed the Program for Management Development at the Harvard Graduate School of Business and earned a B.S. degree in applied physics from the California Institute of Technology. Qualifications The Board has concluded that Mr. Archer should serve as a director of the Company because of his strong leadership; his knowledge and experience acquired from his current service as President, Chief Executive Officer and a director of the Company, and his past service as President and Chief Operating Officer, and as Executive Vice President and Chief Operating Officer of the Company; his deep knowledge and understanding of semiconductor processing equipment technologies; his understanding of our customers' markets and needs; and his mergers and acquisitions experience. Key Skills and Experiences •Industry Knowledge •Customer/Deep Technology Knowledge •Marketing, Disruptive Technology, and Strategy Experience •Leadership Experience •Finance Experience •Global Business Experience •M&A Experience •Comparative Board/Governance Experience •Cybersecurity Experience •Human Capital Management Experience •Risk Management Experience •Manufacturing/Operations Experience |

  110. 2026 Nominees for Director

    | Eric K. Brandt Director since 2010 Age 64 Board Committees: • Audit ° Chair: since 2024; 2014-2020 ° Member: 2010-2014 • Compensation and Human Resources ° Chair: 2020-2024 • Nominating and Governance ° Member: since 2019 Public company directorships in last five years: • Gen Digital Inc. • Nutanix, Inc. • Option Care Health, Inc. • The Macerich Company (former) • Dentsply Sirona Inc. (former) | Experience Eric K. Brandt is the former Executive Vice President and Chief Financial Officer of Broadcom Corporation, a position he held from March 2007 until its merger with Avago Technologies Limited in February 2016. From September 2005 to March 2007, Mr. Brandt served as President and Chief Executive Officer of Avanir Pharmaceuticals, Inc. Prior to Avanir Pharmaceuticals, Mr. Brandt was Executive Vice President-Finance and Technical Operations and Chief Financial Officer of Allergan Inc., where he also held a number of other senior positions following his arrival there in May 1999. Mr. Brandt has served as a member of the board of directors of: Nutanix, Inc. since May 2025, where he serves as chair of the audit committee and a member of the security and privacy committee; Option Care Health, Inc. since May 2024, where he serves as a member of the compensation committee and the quality, technology and compliance committee, and previously served as a member of the finance and investment committee; and Gen Digital Inc. (formerly NortonLifeLock, Inc.) since February 2020, where he is the chair of the audit committee and serves on the nominating and governance committee. He previously served on the board of directors of: The Macerich Company from June 2018 to June 2025; Dentsply Sirona Inc. (formerly Dentsply International, Inc.) from 2004 to 2024; Yahoo! Inc. from March 2016 to June 2017; Vertex Pharmaceuticals, Inc. from 2002 to 2009; and Avanir Pharmaceuticals from 2005 to 2007. Mr. Brandt earned an M.B.A. degree from the Harvard Graduate School of Business and a B.S. degree in chemical engineering from the Massachusetts Institute of Technology. He has completed the NYU Law – Nasdaq Cyber Scholar Program and the U.S. Secret Service and the National Association of Corporate Directors Cybersecurity Program. Qualifications The Board has concluded that Mr. Brandt should serve as a director of the Company because of his financial expertise including as a former chief financial officer of a publicly traded company that is a customer of our customers; his knowledge of and experience in the semiconductor industry and other technology industries; his mergers and acquisitions experience; his board governance experience from service on other public company boards, including as an audit committee member and chair, a compensation committee member, and a nominating and governance committee member and chair; and his cybersecurity expertise. Key Skills and Experiences •Industry Knowledge •Customer/Deep Technology Knowledge •Marketing, Disruptive Technology, and Strategy Experience •Leadership Experience •Finance Experience •Global Business Experience •M&A Experience •Comparative Board/Governance Experience •Cybersecurity Experience •Human Capital Management Experience •Risk Management Experience •Manufacturing/Operations Experience |

  111. 2026 Nominees for Director

    | Ita M. Brennan Director since 2024 Age 59 Board Committee: • Audit ° Member: since 2024 Public company directorships in last five years: • Cadence Design Systems, Inc. • Planet Labs PBC | Experience Ita M. Brennan is the former Senior Vice President, Chief Financial Officer of Arista Networks, Inc., a cloud networking solutions company, a position she held from May 2015 to February 2024. Over her career, Ms. Brennan has held several key finance roles. From March 2014 to May 2015, she served as Chief Financial Officer of QuantumScape Corporation. Prior to joining QuantumScape, she served as the Chief Financial Officer of Infinera Corporation from July 2010 to February 2014, and as Vice President of Finance and Corporate Controller from July 2006 to July 2010. From 1997 to 2006, Ms. Brennan held various roles at Maxtor Corporation, including Vice President of Finance for the company’s worldwide operations. Ms. Brennan has served as a member of the board of directors of: Nexthop Systems Inc. since March 2025; Planet Labs PBC since June 2021, where she serves as the chair of the audit committee; Cadence Design Systems, Inc. since March 2020, where she serves as the chair of the corporate governance and nominating committee and a member of the audit committee; and Community Services Agency, Mountain View since April 2024. She previously served on the board of directors of LogMeIn, Inc. from November 2018 to September 2020. Ms. Brennan studied accounting, finance, and management at the Institute of Chartered Accountants in Ireland, qualifying as a chartered accountant and fellow of the institute. In addition, Ms. Brennan is a public accounting alumna of Deloitte & Touche, having worked at the firm in both Ireland and the United States. Qualifications The Board has concluded that Ms. Brennan should serve as a director of the Company because of her extensive financial and accounting expertise; her executive leadership experience from her roles as chief financial officer and other finance positions at companies in the technology industry; and her extensive board experience as a director on other public company boards, including service on audit and governance and nominating committees. Key Skills and Experiences •Industry Knowledge •Marketing, Disruptive Technology, and Strategy Experience •Leadership Experience •Finance Experience •Global Business Experience •M&A Experience •Comparative Board/Governance Experience •Cybersecurity Experience •Risk Management Experience |

  112. 2026 Nominees for Director

    | Anirudh Devgan Director since 2026 Age 57 Board Committee: •Innovation and Technology ° Member: since 2026 Public company directorships in last five years: • Cadence Design Systems, Inc. | Experience Anirudh Devgan has served as chief executive officer and a member of the board of directors since December 2021, and as president since November 2017, of Cadence Design Systems, Inc., a computational software company. Prior to becoming president of Cadence, he served as executive vice president and general manager of the Digital & Signoff and System & Verification groups at Cadence. Prior to joining Cadence in 2012, Dr. Devgan served as corporate vice president and general manager of the Custom Design Business Unit at Magma Design Automation, Inc. Previous roles Dr. Devgan has held include management and technical positions at IBM, where he received numerous awards including the IBM Outstanding Innovation Award. Dr. Devgan is the recipient of the IEEE/SEMI Phil Kaufman Award, has been inducted into the National Academy of Engineering, is an IEEE Fellow, has authored numerous research papers, and holds several patents. Dr. Devgan earned Ph.D. and M.S. degrees in Electrical and Computer Engineering from Carnegie Mellon University, and a B.Tech. in Electrical Engineering from the Indian Institute of Technology, Delhi. Qualifications The Board has concluded that Dr. Devgan should serve as a director of the Company because of his deep semiconductor ecosystem and technology expertise; his public company executive leadership experience; his global business and strategic experience; his board governance experience from service on another public company board; and his recognized technical achievements and innovation leadership. Key Skills and Experiences •Industry Knowledge •Customer/Deep Technology Knowledge •Marketing, Disruptive Technology, and Strategy Experience •Leadership Experience •Finance Experience •Global Business Experience •M&A Experience •Comparative Board/Governance Experience •Cybersecurity Experience •Human Capital Management Experience •Risk Management Experience •Manufacturing/Operations Experience |

  113. 2026 Nominees for Director

    | John M. Dineen Director since 2023 Age 63 Board Committee: • Audit ° Member: since 2023 Public company directorships in last five years: • Cognizant Technology Solutions Corporation • Syneos Health, Inc. (former) | Experience John M. Dineen served as an Operating Advisor at Clayton, Dubilier & Rice LLC, a private equity investment firm, from January 2015 to December 2022. Previously, Mr. Dineen served in various senior leadership roles at General Electric Company (“GE”) from 1986 to 2014, where he managed several key business divisions of GE. Most recently, from 2008 to 2014, he was president and chief executive officer of London-based GE Healthcare. Before that, he served as president and chief executive officer of GE Transportation from 2005 to 2008. In addition, he served in several international management roles in Asia and Europe during his time at GE. Mr. Dineen has served as a member of the board of directors of: Cognizant Technology Solutions Corporation since April 2017, where he is the chair of the finance and strategy committee and a member of the audit committee and previously served as a member of the nominating, governance and public affairs committee. He previously served on the boards of directors of: Carestream Dental LLC from April 2017 to October 2024; Healogics, Inc. from June 2015 to October 2024; Syneos Health, Inc. from December 2018 to September 2023; and Merrimack Pharmaceuticals, Inc. from June 2015 to October 2019. Mr. Dineen earned a B.S. degree in computer science and biological sciences from the University of Vermont. Qualifications The Board has concluded that Mr. Dineen should serve as a director of the Company because of his leadership skills and his extensive global management and operations experience across several industries, including healthcare, technology, and international management, and his board governance experience from service on public company boards with global operations. Key Skills and Experiences •Marketing, Disruptive Technology, and Strategy Experience •Leadership Experience •Finance Experience •Global Business Experience •M&A Experience •Comparative Board/Governance Experience •Cybersecurity Experience •Human Capital Management Experience •Risk Management Experience •Manufacturing/Operations Experience |

  114. 2026 Nominees for Director

    | Mark Fields Director since 2024 Age 65 • Compensation and Human Resources ° Member: since 2024 Public company directorships in last five years: • QUALCOMM Incorporated • Hertz Global Holdings, Inc. (former) • TPG Pace Beneficial II Corp. (former) •TPG Pace Solutions Corp. (former) | Experience Mr. Fields has served as a Senior Advisor at TPG Capital LP, a global alternative asset firm, since October 2017. From October 2021 to February 2022, he served as Interim Chief Executive Officer of Hertz Global Holdings, Inc., which operates the Hertz, Thrifty and Dollar rental car brands. Prior to Hertz Global, Mr. Fields served as President and Chief Executive Officer of Ford Motor Company from July 2014 to May 2017, and as Chief Operating Officer from December 2012 to July 2014. He joined Ford in 1989 and served in various leadership positions throughout his tenure, including as Executive Vice President and President, Americas; Executive Vice President and Chief Executive Officer, Ford of Europe and Premier Automotive Group; Chair and Chief Executive Officer, Premier Automotive Group; and President and Chief Executive Officer, Mazda Motor Corporation. He has served as a member of the board of directors of: QUALCOMM Incorporated since June 2018, where he is a member of the audit committee; Tanium Inc. since September 2020; Planview, Inc. since April 2022; Boomi, LP since September 2022; Classic Collision since May 2024; Infomedia Ltd since December 2025. Mr. Fields previously served on the board of directors of: Hertz Global Holdings, Inc. from June 2021 to May 2026; TPG Pace Beneficial II Corp. from April 2021 to April 2023; TPG Pace Solutions Corp. from April 2021 to December 2021; Ford Motor Company from July 2014 to May 2017; and IBM from March 2016 to April 2018. Mr. Fields earned an M.B.A. degree from Harvard Business School and a B.A. in Economics from Rutgers University. Qualifications The Board has concluded that Mr. Fields should serve as a director of the Company because of his extensive operational experience in executive management positions in the automotive industry, including leading complex global business organizations; his extensive experience serving on other public company boards; and his financial expertise. Key Skills and Experiences •Industry Knowledge •Marketing, Disruptive Technology, and Strategy Experience •Leadership Experience •Finance Experience •Global Business Experience •M&A Experience •Comparative Board/Governance Experience •Human Capital Management Experience •Risk Management Experience •Manufacturing/Operations Experience |

  115. 2026 Nominees for Director

    | Ho Kyu Kang Director since 2023 Age 64 Board Committee: •Innovation and Technology ° Chair: since 2024 | Experience Ho Kyu Kang has served as a Professor in the Department of Systems Semiconductor Engineering at Yonsei University since March 2021. Prior to his current position, Dr. Kang served as Executive Vice President and Head of Research at the Semiconductor R&D Center of Samsung Electronics Co., Ltd., from 2017 to 2021. Before that, he served as Executive Vice President and leader of process development at the Semiconductor R&D Center from 2015 to 2017, as Senior Vice President and team leader from 2010 to 2015, and as Vice President responsible for the system large-scale integration process architecture team and advanced technology development from 2003 to 2010. Dr. Kang joined Samsung as a research and development engineer in 1985. He is the author or co-author of numerous international papers. Dr. Kang previously served on the boards of directors of: the Semiconductor Research Corporation from 2017 to 2020; and SEMATECH from 2010 to 2015. Dr. Kang earned a Ph.D. in material science and engineering from Stanford University, a M.S. degree in material science and engineering from Korea Advanced Institute of Science and Technology, and a B.S. degree in metallurgical engineering from Hanyang University. Qualifications The Board has concluded that Dr. Kang should serve as a director of the Company because of his decades of experience in semiconductor engineering and development; his extensive knowledge and experience acquired as an executive of a major semiconductor manufacturer; his deep knowledge and understanding of the semiconductor equipment industry and technologies; and his experience as a senior executive of Samsung, a major company customer. Key Skills and Experiences •Industry Knowledge •Customer/Deep Technology Knowledge •Leadership Experience •Global Business Experience •Manufacturing/Operations Experience |

  116. 2026 Nominees for Director

    | Bethany J. Mayer Director since 2019 Age 64 Board Committees: • Audit ° Member: since 2019 • Innovation and Technology ° Member: since 2024 • Nominating and Governance ° Member: since 2022 Public company directorships in last five years: • Astera Labs, Inc. •Box, Inc. • Hewlett Packard Enterprise Company • Marvell Technology (former) • Sempra (former) | Experience Bethany J. Mayer served as an Executive Advisor of Siris Capital Group LLC, a private equity firm, from May 2021 to September 2024. Prior to that she served as an Executive Partner from January 2018 to April 2021. She was the Executive Vice President, Corporate Development and Technology of Sempra Energy from November 2018 to January 2019. From September 2014 to December 2017, Ms. Mayer was the President and Chief Executive Officer of Ixia, which was ultimately acquired by Keysight Technologies in 2017. From May 2011 to May 2014, Ms. Mayer served as Senior Vice President and General Manager of Hewlett-Packard Company’s (“HP”) Networking business unit and the Network Function Virtualization business unit. From 2010 until 2011, she served as Vice President, Worldwide Marketing and Alliances of HP’s Enterprise Servers Storage and Networking Group. Prior to joining HP, she held leadership roles at Blue Coat Systems, Inc.; Cisco Systems, Inc.; and Apple, Inc. She has served as a member of the boards of directors of: Mainspring Energy, Inc. since October 2024; Securonix Inc. since January 2025; Astera Labs, Inc. since June 2024, where she is a member of the audit committee and a member of the compensation committee; Hewlett Packard Enterprise Company since June 2023, where she is a member of the audit committee, a member of the integration committee, and chair of the technology committee; and Box, Inc. since April 2020, where she is the chair of the board and the chair of the compensation committee and was previously a member of the operating committee. Ms. Mayer previously served on the boards of directors of: Celestial AI from April 2023 to February 2026; Electronics for Imaging Inc. from July 2019 to October 2024; Ambri Inc. from November 2022 to July 2024; Marvell Technology, Inc. from May 2018 to June 2022; Sempra from June 2019 to September 2024 after serving from February 2017 to November 2018; and Ixia from September 2014 to December 2017. Ms. Mayer earned an M.S. degree in Cybersecurity Risk and Strategy from New York University, an M.B.A. degree from CSU-Monterey Bay and a B.S. degree in political science from Santa Clara University. Qualifications The Board has concluded that Ms. Mayer should serve as a director of the Company because of her leadership skills and her experience in operational roles at companies in various technology industries, including networks, network management, servers, security solutions, cybersecurity, and internet technology; and her board governance experience from service on other boards. Key Skills and Experiences •Industry Knowledge •Marketing, Disruptive Technology, and Strategy Experience •Leadership Experience •Finance Experience •Global Business Experience •M&A Experience •Comparative Board/Governance Experience •Cybersecurity Experience •Human Capital Management Experience •Risk Management Experience •Manufacturing/Operations Experience |

  117. 2026 Nominees for Director

    | Jyoti K. Mehra Director since 2021 Age 50 Board Committee: • Compensation and Human Resources ° Chair: since 2024 ° Member: 2022-2024 | Experience Jyoti K. Mehra has served as the Executive Vice President of Human Resources of Gilead Sciences, Inc., a biopharmaceutical company, since July 2019. She previously served as Vice President of Human Resources of Gilead from October 2017 to July 2019. Prior to joining Gilead, she held positions of increasing responsibility with Novartis Pharmaceuticals Corporation and its affiliates, from 2005 through October 2017, most recently as Vice President of Human Resources of Novartis from July 2014 to October 2017. Ms. Mehra earned an M.A. degree in politics from Jawaharlal Nehru University, and a B.A. degree in political science from Delhi University. Qualifications The Board has concluded that Ms. Mehra should serve as a director of the Company because of her leadership and international business experience in a high-technology industry; her substantial human capital and talent development experience, including experience as the head of human resources of a public company with global operations; her governance experience; and her cybersecurity experience. Key Skills and Experiences •Industry Knowledge •Leadership Experience •Global Business Experience •M&A Experience •Comparative Board/Governance Experience •Cybersecurity Experience •Human Capital Management Experience •Risk Management Experience |

  118. 2026 Nominees for Director

    | Abhijit Y. Talwalkar Chair Director since 2011 Age 62 Board Committees: • Compensation and Human Resources ° Chair: 2012-2015 ° Member: since 2015, previously 2011-2012 • Innovation and Technology ° Member: since 2024 • Nominating and Governance ° Chair: 2015-2019 ° Member: since 2019, previously 2015-2015, 2011-2014 Public company directorships in last five years: • Advanced Micro Devices, Inc. • iRhythm Technologies Inc. • TE Connectivity Ltd. | Experience Abhijit Y. Talwalkar is the former President and Chief Executive Officer of LSI Corporation, a position he held from May 2005 until the completion of LSI’s merger with Avago Technologies in May 2014. From 1993 to 2005, Mr. Talwalkar was employed by Intel Corporation. At Intel, he held a number of senior management positions, including as Corporate Vice President and Co-General Manager of the Digital Enterprise Group, which was comprised of Intel’s business client, server, storage and communications business, and as Vice President and General Manager for the Intel Enterprise Platform Group, where he focused on developing, marketing, and supporting Intel business strategies for enterprise computing. Prior to joining Intel, Mr. Talwalkar held senior engineering and marketing positions at Sequent Computer Systems, which later became a part of IBM; Bipolar Integrated Technology, Inc.; and Lattice Semiconductor Inc. Mr. Talwalkar has served as a member of the board of directors of: Advanced Micro Devices, Inc., since June 2017, where he is a member of the compensation and leadership resources committee and the chair of the innovation and technology committee; TE Connectivity Ltd, since March 2017, where he is the chair of the management development and compensation committee; and iRhythm Technologies Inc., since May 2016, where he is the chair of the board and a member of the compensation and human capital management committee and the nominating and corporate governance committee. He previously served as a member of the board of directors of LSI from May 2005 to May 2014 and the U.S. Semiconductor Industry Association from May 2005 to May 2014. He was additionally a member of the U.S. delegation for World Semiconductor Council proceedings. Mr. Talwalkar earned a B.S. degree in electrical engineering from Oregon State University. Qualifications The Board has concluded that Mr. Talwalkar should serve as a director of the Company because of his experience in the semiconductor industry, including as the former chief executive officer of a semiconductor company and his previous role in the semiconductor industry’s trade association; his technology experience; his business and operations leadership roles at other semiconductor companies that include a customer of the Company; his finance experience; his global business experience; his mergers and acquisitions experience; his board governance experience from service on other public company boards, including as chair of another board; and his cybersecurity expertise. Key Skills and Experiences •Industry Knowledge •Customer/Deep Technology Knowledge •Marketing, Disruptive Technology, and Strategy Experience •Leadership Experience •Finance Experience •Global Business Experience •M&A Experience •Comparative Board/Governance Experience •Human Capital Management Experience •Risk Management Experience |