DEF 14A of Lam Research Corp, Sep 25, 2024

DEF 14A of Lam Research Corp

Filed Sep 25, 2024 · FY20240001140361-24-041891

Open on EDGAR

  1. TABLE OF CONTENTS

    | Executive Compensation Tables | 55 | | CEO Pay Ratio | 64 | | Pay Versus Performance | 65 | | Securities Authorized for Issuance under Equity Compensation Plans | 69 |

  2. 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 – Executive Compensation Governance and Procedures – Peer Group Practices and Survey Data”), as measured every other year. Under the non-employee director compensation program, non-employee director compensation is compared to our Peer Group annually and the results of this comparison are provided to the compensation and human resources committee in connection with its regular August meeting. Every other year, if this comparison shows any element of non-employee director compensation to be below the 50th percentile when compared to our Peer Group, this element will be automatically increased to a value equal, as nearly as practicable, to the 50th percentile, effective on the date of our next annual meeting of stockholders for service in the following calendar year (e.g., if an adjustment were made in connection with the August 2025 compensation and human resources committee meeting, then such adjustment will be effective on the date of our annual stockholder meeting in November 2025 for service in calendar year 2026). Under the program, the compensation and human resources committee has the option at any time to recommend that the Board exercise, and the Board has the right at any time to exercise, negative discretion to reduce (or to not increase) any element of non-employee director compensation. The non-executive director compensation program may be modified, replaced, superseded or canceled by the Board at any time. The elements of our non-employee director compensation are described below. In the case of Mr. Archer, our president and CEO, his executive compensation (which is described below under “Compensation Matters - Executive Compensation and Other Information - Compensation Discussion and Analysis”) is reviewed annually by the independent members of the Board. Mr. Archer does not receive additional compensation for his service on the Board. Non-employee director compensation. Non-employee directors receive annual cash retainers and equity awards. The chair of the Board, the lead independent director (if applicable), and committee chairs and members receive additional cash retainers. Non-employee directors who join the Board or a committee mid-year receive pro-rated cash retainers and equity awards, as applicable. Our non-employee director compensation program is based on service during the calendar year; however, SEC rules require us to report compensation in this proxy statement on a fiscal year basis. The results of our annual peer group comparison for calendar year 2023 revealed that certain elements of our non-employee director compensation were below the 50th percentile in comparison to our Peer Group (as defined below). As such, the applicable elements of our non-employee director compensation were automatically adjusted for calendar year 2024 as further detailed below. Cash compensation paid to non-employee directors for the fiscal year ended June 30, 2024, together with the annual cash compensation program components in effect for calendar years 2024 and 2023, is shown below. Figure 18. Director Annual Retainers

  3. Director Compensation

    | Annual Retainers(1) | Calendar Year 2024 ($) | Calendar Year 2023 ($) | Fiscal Year 2024(2) ($) | | Non-employee Director | 100,000 | 87,500 | 100,000 | | Chair | 152,500 | 150,000 | 152,500 | | Audit Committee – Chair | 35,000 | 35,000 | 35,000 | | Audit Committee – Member | 15,000 | 15,000 | 15,000 | | Compensation and Human Resources Committee – Chair | 30,000 | 30,000 | 30,000 | | Compensation and Human Resources Committee – Member | 10,000 | 10,000 | 10,000 | | Nominating and Governance Committee – Chair | 20,000 | 20,000 | 20,000 | | Nominating and Governance Committee – Member | 10,000 | 10,000 | 10,000 | | Innovation and Technology Committee - Chair | 20,000 | — | — | | Innovation and Technology Committee - Member | 10,000 | — | — |

  4. Director Compensation

    | (1) Each Director is entitled to an annual non-employee director cash retainer. Directors are also entitled to supplemental retainer fees if they have board leadership positions (e.g., chair) and/or are either committee chairs or members. |

  5. Director Compensation

    | (2) The chair and each member of the innovation and technology committee, respectively, were entitled to receive pro-rated annual retainers for their service on the committee during calendar year 2024, the amounts for which are planned to be paid to the directors in calendar year 2024 after the completion of the first committee meeting held in August 2024. |

  6. Director Compensation

    Each non-employee director also receives an annual equity award on the first Friday following the annual meeting. For the equity awards granted in November 2023, these had a targeted grant date value equal to $230,000 (the number of RSUs subject to the award is determined by dividing $230,000 by the 30 trading day average of the closing price of our common stock prior to the date of grant, rounded down to the nearest whole share). These awards generally vest on October 31 in the year following the grant and are subject to the terms and conditions of the Company’s 2015 Stock Incentive Plan, as amended, or other equity plan (the “Equity Plan”), and the applicable award agreements. These awards immediately vest in full: (1) if a non-employee director dies or becomes subject to a “disability” (as determined pursuant to the Equity Plan), (2) upon the occurrence of a “Corporate Transaction” (as defined in the Equity Plan), or (3) on the date of the annual meeting, if the annual meeting during the year in which the award was expected to vest occurs prior to the vest date and the non-employee director is not re-elected or retires or resigns effective immediately prior to the annual meeting. Non-employee directors who commence service after the annual equity award has been granted receive on the first Friday following the first regularly scheduled, quarterly Board meeting attended a pro-rated award based on the number of regularly scheduled, quarterly Board meetings remaining in the year as of the effective date and time of the director’s appointment. The pro-rated awards are subject to the same vesting schedule, terms and conditions as the annual equity awards, except that if the award is granted on the first Friday following the regularly scheduled quarterly November Board meeting, the award vests immediately. On November 10, 2023, each director at such time (other than our president and CEO) received a grant of 369 RSUs for service during calendar year 2024. Unless there is an acceleration event, the RSUs granted to each current director for service during calendar year 2024 will vest in full on October 31, 2024, subject to the director’s continued service on the Board. On November 10, 2023, Mr. Dineen, who was appointed to the Board effective August 24, 2023, also received a pro-rated grant of 86 RSUs for service during calendar year 2023. The following table shows compensation for fiscal year 2024 for persons serving as directors during fiscal year 2024 other than Mr. Archer: Figure 19. Director Compensation for Fiscal Year 2024

  7. Director Compensation

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Sohail U. Ahmed | 115,000(2) | 250,119(3) | 365,119 | | Eric K. Brandt | 140,000(4) | 250,119(3) | 390,119 | | Michael R. Cannon | 135,000(5) | 250,119(3) | 385,119 | | John M. Dineen | 140,625(6) | 309,066(3)(7) | 449,691 | | Ho Kyu Kang | 100,000(8) | 250,119(3) | 350,119 | | Bethany J. Mayer | 125,000(9) | 250,119(3) | 375,119 | | Jyoti K. Mehra | 110,000(10) | 250,119(3) | 360,119 | | Abhijit Y. Talwalkar | 272,500(11) | 250,119(3) | 522,619 | | Lih Shyng (Rick L.) Tsai | 110,000(12) | 250,119(3) | 360,119 | | Leslie F. Varon | 135,000(13) | 250,119(3) | 385,119 |

  8. Director Compensation

    | (1) The amounts shown in this column represent the grant date fair value of unvested RSU awards granted during fiscal year 2024 in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718, Compensation — Stock Compensation (“ASC 718”). However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. The fair value of RSUs was calculated based on the fair market value of the Company’s common stock at the date of grant, discounted for dividends. |

  9. Director Compensation

    | (2) Mr. Ahmed received $115,000, representing his annual retainers for calendar year 2024 of $100,000 for service as a director and $15,000 for service as a member of the audit committee. |

  10. Director Compensation

    | (3) On November 10, 2023, each non-employee director who was on the Board at such time received an annual grant for calendar year 2024 of 369 RSUs, based on the 30 trading day average of the closing price per share of Lam's common stock prior to the grant date, $622.70, and the target value of $230,000, rounded down to the nearest share. All of these RSUs were outstanding and unvested as of June 30, 2024. |

  11. Director Compensation

    | (4) Mr. Brandt received $140,000, representing his annual retainers for calendar year 2024 of $100,000 for service as a director, $30,000 for service as the chair of the compensation and human resources committee, and $10,000 for service as a member of the nominating and governance committee. |

  12. Director Compensation

    | (5) Mr. Cannon received $135,000, representing his annual retainers for calendar year 2024 of $100,000 for service as a director, $20,000 for service as the chair of the nominating and governance committee, and $15,000 for service as a member of the audit committee. |

  13. Director Compensation

    | (6) Mr. Dineen received $140,625, representing his annual retainers for calendar year 2024 of $100,000 for service as a director, and $15,000 for service as a member of the audit committee, and prorated annual retainer for calendar year 2023 of $25,625 for service on the board and as a member of the audit committee. |

  14. Director Compensation

    | (7) On November 10, 2023, Mr. Dineen received a prorated annual grant for calendar year 2023 of 86 RSUs based on the $622.70 per share closing price of Lam’s common stock and the target value of $53,750, rounded down to the nearest share. |

  15. Director Compensation

    | (8) Dr. Kang received $100,000, representing his annual retainer for calendar year 2024 for service as a director. |

  16. Director Compensation

    | (9) Ms. Mayer received $125,000, representing her annual retainers for calendar year 2024 of $100,000 for service as a director, $15,000 for service as a member of the audit committee, and $10,000 for service as a member of the nominating and governance committee. |

  17. Director Compensation

    | (10) Ms. Mehra received $110,000, representing her annual retainer for calendar year 2024 of $100,000 for service as a director and $10,000 for service as a member of the compensation and human resources committee. |

  18. Director Compensation

    | (11) Mr. Talwalkar received $272,500, representing his annual retainers for calendar year 2024 of $100,000 for service as a director, $152,500 for service as chair of the Board, $10,000 for service as a member of the compensation and human resources committee, and $10,000 for service as a member of the nominating and governance committee. |

  19. Director Compensation

    | (12) Dr. Tsai received $110,000, representing his annual retainers for calendar year 2024 of $100,000 for service as a director and $10,000 for service as a member of the compensation and human resources committee. |

  20. Director Compensation

    | (13) Ms. Varon received $135,000, representing her annual retainers for calendar year 2024 of $100,000 for service as a director and $35,000 for service as the chair of the audit committee. |

  21. Director Compensation

    | Compensation Matters |

  22. Compensation Discussion and Analysis

    | | Table of Contents | Page | | I. | Overview of Executive Compensation | 31 | | | Our Compensation Cycle | 31 | | | Our Business, Our Industry Environment, and Our Financial Performance | 31 | | | Our Pay-for-Performance Orientation | 31 | | | Executive Compensation Snapshot: Programs and Recent Outcomes | 34 | | | Executive Compensation Philosophy and Program Design | 36 | | | 2023 Say on Pay Voting Results and Stockholder Outreach | 38 | | II. | Executive Compensation Governance and Procedures | 39 | | | Role of the Compensation and Human Resources Committee | 39 | | | Role of Committee Advisors | 39 | | | Role of Management | 40 | | | Peer Group Practices and Survey Data | 40 | | | Assessment of Compensation Risk | 41 | | | Policies and Practices Related to the Timing of Option Awards | 41 | | | Tax and Accounting Considerations | 41 | | III. | Primary Components of NEO Compensation; CY2023 Compensation Payouts; CY2024 Compensation Targets and Metrics | 42 | | | Base Salary | 42 | | | Annual Incentive Program | 42 | | | Long-Term Incentive Program | 49 | | | Compensation Recovery Policy, or “Clawback” Policy | 52 | | | Stock Ownership Guidelines | 53 | | | Severance/Change in Control Arrangements | 53 | | | Other Benefits Not Available to All Employees | 53 |

  23. Our Pay-for-Performance Orientation

    | (1) “CEO Total Compensation” consists of base salary, annual incentive payments, the target award opportunities for equity-based awards both under the long-term incentive program or otherwise, and all other compensation as reported in the “Summary Compensation Table” below. Target award opportunities for equity-based awards under the long-term incentive program (expressed as a U.S. dollar value) are approved by the committee and converted to equity awards on the grant date using the 30 trading day average of the closing price of our common stock prior to the grant date. Target award opportunities differ from the values of equity awards shown in “Summary Compensation Table” below, which represent the grant date value of the awards determined in accordance with ASC 718. |

  24. Executive Compensation Snapshot: Programs and Recent Outcomes

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

  25. Executive Compensation Philosophy

    | • | provide competitive compensation to attract and retain top talent; |

  26. Executive Compensation Philosophy

    | • | create stockholder value over the long-term; |

  27. Executive Compensation Philosophy

    | • | align our annual program to annual performance and our long-term program to longer-term performance; |

  28. Executive Compensation Philosophy

    | • | recognize that a long-term, high-quality management team is a competitive differentiator for Lam, enhancing customer trust/market share and, therefore, stockholder value; and |

  29. Executive Compensation Philosophy

    | • | performance that creates long-term stockholder value; |

  30. Executive Compensation Philosophy

    | • | retention of a long-term, high-quality management team. |

  31. Program Design

    | Element | How it is Paid | Purpose/Design | | Base Salary | Cash | We believe the purpose of base salary is to provide competitive compensation to attract and retain top talent and to provide employees, including our NEOs, with a fixed and fair amount of compensation for the jobs they perform. Accordingly, we seek to ensure that our base salary levels are competitive in reference to peer group practice and market survey data. | | Annual Incentive Program (AIP) | Cash | Our annual incentive program is designed to provide annual, performance-based compensation that is based on the achievement of pre-set annual financial, strategic, and operational objectives aligned with outstanding performance, and will allow us to attract and retain top talent, while maintaining cost-effectiveness to the Company. For more details regarding the design of the annual incentive program, see “III. Primary Components of NEO Compensation; CY2023 Compensation Payouts; CY2024 Compensation Targets and Metrics - Annual Incentive Program” below. | | Long-Term Incentive Program (LTIP) | A combination of: • market-based performance restricted stock units (“Market-based PRSUs”); • stock options; and • service-based restricted stock units (“RSUs”) | Our long-term incentive program is designed to attract and retain top talent, provide competitive levels of compensation, align pay with stock performance over a multi-year period, reward our NEOs for outstanding Company performance, and create stockholder value over the long-term. To accomplish these objectives, the program design provides that the target award opportunity is awarded in a combination of Market-based PRSUs, stock options, and service-based RSUs. For more details regarding the design of the LTIP, see “III. Primary Components of NEO Compensation; CY 2023 Compensation Payouts; CY 2024 Compensation Targets and Metrics – Long-Term Incentive Program – Design” below. |

  32. Program Design

    | (1) We include Market-based PRSUs and stock options as performance-based, but do not classify service-based RSUs as performance-based. In addition, the Company’s LTIP design provides that the target award opportunity is awarded in a combination of Market-based PRSUs, stock options, and service-based RSUs, with at least 10% of the award in each of these last two vehicles. In calendar years 2023 and 2024, for our CEO and NEOs who are executive vice presidents, the percentages of the LTIP target award opportunity awarded in Market-based PRSUs, stock options, and service-based RSUs were 60%, 20%, and 20%, respectively; while for NEOs who are senior vice presidents, the percentages of the LTIP target award opportunity awarded in Market-based PRSUs, stock options, and service-based RSUs were 55%, 15%, and 30%, respectively. See “III. Primary Components of NEO; CY 2023 Compensation Payouts; CY 2024 Compensation Targets and Metrics – Long-Term Incentive Program – Design” for further information regarding the impact of such a target pay mix. |

  33. 2023 Say on Pay Voting Results and Stockholder Outreach

    | Topics | What we heard from our stockholders | Our perspective/How we responded | | Our Annual Incentive Program | We received favorable feedback from stockholders on our addition of the Profitability Performance Factor as the third component of the AIP, and, more specifically, the selection of non-GAAP gross margin as the Profitability Performance Metric. Stockholders generally agreed that this addition would be in line with the focus of our Board, committee, and management team on the profitability of the Company. | We disclosed our rationale for the introduction of non-GAAP gross margin to the AIP as a third factor – the Profitability Performance Factor – in last year’s proxy statement and have continued to provide detail in this proxy statement. We believe the addition of this component of our AIP is in line with our goal of aligning executive pay with increased profitability. | | Our Long-Term Incentive Program | We continued to receive positive feedback on the increase to the relative weighting of Market-based PRSUs beginning with the calendar year 2022 LTIP. Overall, stockholders continued to be satisfied with the design and pay-for-performance alignment of our LTIP, and also expressed positive remarks regarding the alignment of our vesting periods and performance structure. | The committee regularly evaluates the structure of our compensation programs, with the assistance of its compensation consultant, to ensure that our programs continue to serve their intended purposes. In light of stockholders’ positive feedback, we maintained our LTIP design for the 2024 calendar year. | | Clawback Rules and Policy Changes | In preparation for upcoming changes to our compensation recovery policy, we solicited feedback from stockholders regarding the preferred scope of such policies. Most stockholders supported the adoption of policies conforming to the requirements of the relevant SEC rules and Nasdaq listing standards. | The Company's new compensation recovery policy became effective in 2023. The policy was adopted in line with relevant SEC rules and Nasdaq listing standards. For additional details, please see the section titled, “III. Primary Components of NEO Compensation; CY 2023 Compensation Payouts; CY 2024 Compensation Targets and Metrics – Compensation Recovery, or “Clawback” Policy” below. |

  34. Role of the Compensation and Human Resources Committee

    | • | reviewing and approving the appropriate peer group companies for purposes of evaluating the Company’s compensation competitiveness; |

  35. Role of the Compensation and Human Resources Committee

    | • | 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; |

  36. Role of the Compensation and Human Resources Committee

    | • | 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; |

  37. Role of Management

    Role of Management Our CEO, with support from our human resources and finance organizations, develops recommendations for the compensation of our other executive officers. Typically, these recommendations cover base salaries, annual incentive program target award opportunities, long-term incentive program target award opportunities, and the criteria upon which these award opportunities may be earned, as well as actual payout amounts under the annual and long-term incentive programs. The committee considers our CEO’s recommendations within the context of competitive compensation data, the Company’s compensation philosophy and objectives, current business conditions, the advice of Compensia, and any other factors it considers relevant. Our CEO and certain other members of management attend committee meetings at the request of the committee but leave the meeting for any deliberations related to and decisions regarding their own compensation, when the committee meets in executive session, and at any other time requested by the committee.

  38. 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 2024 Peer Group companies compare to the Company: Figure 29. Peer Group Revenue and Market Capitalization

  39. Peer Group Practices and Survey Data

    | Metric | Lam Research ($M) | Target for Peer Group | Peer Group Median ($M) | | Revenue (last completed reported four quarters as of July 3, 2023) | 18,857 | Approximately 0.33 to 3 times Lam | 18,173 | | Market Capitalization (30-day average as of July 3, 2023) | 82,776 | Approximately 0.33 to 3 times Lam | 92,718 |

  40. Peer Group Practices and Survey Data

    Based on these criteria, the Peer Group and targets may be modified from time to time. Our Peer Group was reviewed in August 2023 to ensure that our Peer Group continues to fit within our Peer Group criteria outlined above, and, based on the criteria identified above, three companies were added to the Peer Group (Cisco Systems, Inc., Marvell Technology, Inc., and ON Semiconductor Corporation) and two companies were removed (Seagate Technology Holdings Plc and Western Digital Corporation). These changes were made to ensure our Peer Group continues to fit within our Peer Group criteria outlined above. Our Peer Group consists of the companies listed as follows: Figure 30. Peer Group Companies for Calendar Year 2024

  41. Peer Group Practices and Survey Data

    | 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 | |

  42. Peer Group Practices and Survey Data

    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.

  43. 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 “III. Primary Components of NEO Compensation; CY2023 Compensation Payouts; CY2024 Compensation Targets and Metrics” below. The LTIP consists of a mix of vehicles, including stock options. Executives below the level of senior vice president, and non-executive employees who do not participate in the LTIP, are generally not eligible to receive stock options. Our standard practice is for the committee to annually approve the grant of equity awards, including stock options, under the LTIP for the current calendar year at each regularly scheduled February meeting of the committee. In addition, the committee recommends to the independent members of the Board the approval of equity awards to the CEO under the LTIP for the current calendar year, and the independent members of our Board then review and approve such awards to the CEO during their regularly scheduled February meeting. The grant date for all of the aforementioned annual equity awards under the LTIP, including stock options, is generally on March 1 of each applicable calendar year, unless March 1 falls on a Saturday or a Sunday, in which case we grant awards on the preceding Friday or succeeding Monday, respectively. The grant date for annual equity awards under the LTIP occurs at a time when the Company is generally not expected to be in possession of material non-public information regarding our business, and at a time when the Company is not expected to have recently disclosed, or to be imminently disclosing, material non-public information. Were it to happen that, in a particular year, the Company were to be in possession of material non-public information at or around the time of the approval date and/or the grant date for annual equity awards under the LTIP, the committee may consider departing from the regular stock option grant timing if it deems such departure to be appropriate and in the best interests of the Company and its stockholders. We may grant equity awards, including options, to NEOs and other eligible executives outside of our annual award cycle for new hires, promotions, recognition, retention, or other purposes. In determining when to grant “off-cycle” stock option awards, the committee generally would seek to do so at a time when the Company is not expected to be in possession of material non-public information regarding our business, and at a time when the Company is not expected to have recently disclosed, or to be imminently disclosing, material non-public information. During fiscal year 2024, the Company did not (i) time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, or (ii) grant any stock options to any of its NEOs in any period beginning four business days prior to the filing of a periodic report on Form 10-Q, Form 10-K or current report on Form 8-K that discloses material non-public information, and ending one business day after the filing of such Form 10-Q, Form 10-K or Form 8-K.

  44. 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 2024, and we have not agreed and are not otherwise obligated to provide any individual with such a “gross-up” or other reimbursement as a result of the application of sections 280G and 4999.

  45. 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.

  46. 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.

  47. III. PRIMARY COMPONENTS OF NEO COMPENSATION; CY2023 COMPENSATION PAYOUTS; CY2024 COMPENSATION TARGETS AND METRICS

    III. PRIMARY COMPONENTS OF NEO COMPENSATION; CY2023 COMPENSATION PAYOUTS; CY2024 COMPENSATION TARGETS AND METRICS This section describes the components of our executive compensation program. It also describes, for each component, the payouts to our NEOs for calendar year 2023 and the forward-looking actions taken with respect to our NEOs in calendar year 2024.

  48. Annual Incentive Program

    Annual Incentive Program

  49. Annual Incentive Program Components

    Annual Incentive Program Components The components of our annual incentive program, each of which plays a role in determining actual payments made, are described in Figure 32 below. For calendar year 2023, the committee approved the addition of a new component to our annual incentive program, the Profitability Performance Factor. Figure 32. Annual Incentive Program Components The Funding Factor is set by the committee to create a maximum payout amount from which annual incentive program payouts may be made. To determine each NEO’s AIP result, the committee assesses the results of each of the performance factors. The committee maintains discretion to adjust the performance factor results upward or downward, subject to the overall maximum established by the Funding Factor, although it did not exercise any such discretion in determining CY2023 or CY2024 payouts. The metrics and goals for the annual incentive program are set annually in connection with our annual business planning cycle, and are directly connected to our annual business plans and goals. The interplay between our corporate planning cycle and our compensation planning and evaluation cycle is summarized in Figure 33 below. Figure 33. Annual Planning and Compensation Decision Cycle Goals are set depending on the business environment and the Company’s annual objectives and strategies, encompassed in the Annual Operating Plans for the Company and the organizations managed by each of the NEOs, to ensure that they remain stretch goals regardless of changes in the business environment, which can vary significantly from year-to-year in our industry. Accordingly, as business conditions improve, Corporate Performance Factor and Profitability Performance Factor goals are calibrated to require better performance, and if business conditions deteriorate, these goals are calibrated to incentivize stretch performance under more difficult conditions. As shown in Figure 34, over the four years through calendar year 2022, the committee raised the Corporate Performance Factor goal year-over-year each year as our outlook and the industry outlook improved. For calendar year 2023, the weakened industry outlook for wafer fabrication equipment spending prompted the committee to establish a Corporate Performance Factor goal that was below that of the prior year, reflecting the increased difficulty of achieving similar profitability on a significantly smaller revenue base. This goal was intended to be challenging to achieve relative to the Company's annual operating plan for calendar year 2023. Figure 34. Corporate Performance Factor Goals for Calendar Years 2019-2023 We believe that, over time, outstanding business results create stockholder value. Consistent with this belief, multiple performance-based metrics (non-GAAP operating margin, non-GAAP gross margin, product market share, and strategic, operational, and organizational metrics embodied in organizational Annual Operating Plans) are established for our NEOs as part of the annual incentive program. We believe the metrics and goals set under this program have been effective to motivate our NEOs and the organizations they lead, and to achieve pay-for-performance results. The specific metrics and goals and the relative weightings for the Performance Factors are determined by the committee considering the recommendation of our CEO, other than the metrics and goals for the Individual Performance Factor, which are determined by our CEO, or in the case of the CEO, by the committee. In addition, the committee establishes individual target award opportunities for each NEO as a percentage of base salary. Specific target award opportunities are determined based on job scope and responsibilities, as well as an assessment of Peer Group data. Awards have a maximum payment amount defined as a multiple of the target award opportunity. Beginning in calendar year 2023, in light of the focus by the Board, committee, and management team on the profitability of the Company, the committee determined to add a Profitability Performance Factor to the 2023 annual incentive program, with the metric of non-GAAP gross margin(6); this new Performance Factor was in addition to the Corporate Performance Factor, which has a metric of non-GAAP operating margin(7), and the Individual Performance Factor, which is based primarily on NEOs' performance to corporate-level Annual Operating Plan goals and individual contributions during the performance period. Each Performance Factor was weighted equally. The committee selected non-GAAP operating margin as the Corporate Performance Factor metric because the committee believes it is the performance metric that best reflects core operating results. Non-GAAP operating margin is considered useful to investors for analyzing business trends and comparing performance to prior periods. The committee selected non-GAAP gross margin as the Profitability Performance Factor metric because the committee believes it is the performance metric that has the largest impact on the overall profitability of the Company. Non-GAAP gross margin is considered useful to investors for analyzing the core profitability of the Company's business and comparing performance to prior periods. By excluding certain costs and expenses that are not indicative of core results, non-GAAP results are more useful for analyzing business trends over multiple periods. For an illustration of the Individual Performance Factor components, reference “Figure 37. Individual Performance Factor Components for Calendar Year 2023” below.

  50. Annual Incentive Program Components

    | 6 | Non-GAAP gross margin is derived from results determined in accordance with generally accepted accounting principles (“GAAP”), with charges and credits in the following line items excluded from GAAP results for applicable quarters during calendar year 2023: amortization related to intangible assets acquired through certain business combinations; elective deferred compensation-related liability increase; restructuring charges, net; product rationalization costs; and transformational costs. For additional information, see the section below titled, “Appendix A – Information Regarding Non-GAAP Financial Measures.” |

  51. Annual Incentive Program Components

    | 7 | Non-GAAP operating margin is derived from results determined in accordance with GAAP, with charges and credits in the following line items excluded from GAAP results for applicable quarters during calendar year 2023: amortization related to intangible assets acquired through certain business combinations; elective deferred compensation-related liability increase; restructuring charges, net; product rationalization costs; and transformational costs. For additional information, see the section below titled, “Appendix A – Information Regarding Non-GAAP Financial Measures.” |

  52. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions In February 2023, the committee set the calendar year 2023 target award opportunities, established the metrics and goals for the Funding Factor, the Corporate Performance Factor, and the Profitability Performance Factor, determined that the three Performance Factors should be weighted equally, and established the metrics and goals for the Individual Performance Factors for each then-employed NEO. In February 2024, the committee considered the actual results under these factors and made payout decisions for the calendar year 2023 program. 2023 Annual Incentive Program Target Award Opportunities. The annual incentive program target award opportunities for calendar year 2023 for each NEO were as set forth below in Figure 35 in accordance with the principles described above under “Executive Compensation Governance and Procedures - Peer Group Practices and Survey Data.” The target award opportunities (as a percentage of base salary) for each of our NEOs remained the same for calendar year 2023 relative to the prior year. The committee also set a maximum award opportunity, which for calendar year 2023 was equal to 2.50 times the target award opportunity. The maximum award of 2.50 times target for calendar year 2023 was increased from prior years, when it was set at 2.25 times target. The committee’s decision to increase the maximum award for calendar year 2023 was based on the committee’s view that this change would encourage outperformance relative to the Company's profitability goals and was in the best interests of the Company and its stockholders. The committee also considered that the design of the Profitability Performance Factor element of the program would result in payouts increasing or decreasing more rapidly in the event of outperformance or underperformance relative to the goal for calendar year 2023, thereby increasing both the risk and potential reward associated with the program as compared to prior year programs that only incorporated the Corporate Performance Factor and Individual Performance Factor. The committee's view was that balancing that increased risk with the potential for larger maximum awards would serve the committee's and the program's objective of incentivizing and rewarding outperformance. Figure 35. Annual Incentive Program Target Award Opportunities for Calendar Year 2023

  53. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | Named Executive Officer | Target Award Opportunity (% of Base Salary) | Target Award Opportunity ($)(1) | | Timothy M. Archer | 200 | 2,300,000 | | Douglas R. Bettinger | 115 | 810,750 | | Patrick J. Lord | 110 | 635,427 | | Seshasayee (Sesha) Varadarajan | 100 | 537,151 | | Vahid Vahedi | 100 | 537,151 |

  54. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | (1) Calculated by multiplying each NEO’s annual base salary as of October 1, 2023 by their respective target award opportunity percentage. |

  55. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    2023 Annual Incentive Program Funding Factor, Corporate Performance Factor, and Profitability Performance Factor. In February 2023, the committee set non-GAAP operating margin as the metric for the Funding Factor and Corporate Performance Factor, and set non-GAAP gross margin as the metric for the Profitability Performance Factor for calendar year 2023. For the Funding Factor, the committee set the following parameters for calendar year 2023:

  56. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | • | a minimum achievement of 5% non-GAAP operating margin was required to fund any program payments; and |

  57. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | • | achievement of non-GAAP operating margin greater than or equal to 20% would result in the maximum funding of 250% of target; |

  58. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | • | with actual funding levels interpolated between those points. |

  59. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    For the Corporate Performance Factor, the committee set the following parameters:

  60. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | • | a goal of non-GAAP operating margin of 29.0% for the year, which was designed to be a stretch goal, and which would result in a Corporate Performance Factor of 1.0; and |

  61. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | • | achievement of non-GAAP operating margin greater than or equal to 34% would result in the maximum Corporate Performance Factor of 1.50 for the maximum payout; |

  62. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | • | with the actual performance result interpolated linearly between and below those points, subject to the minimum set by the Funding Factor. |

  63. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    For the Profitability Performance Factor, the committee set the following parameters:

  64. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | • | a goal of non-GAAP gross margin of 45.0% for the year, which was designed to be a stretch goal, and which would result in a Profitability Performance Factor of 1.0; and |

  65. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | • | achievement of non-GAAP gross margin greater than or equal to 47% would result in the maximum Profitability Performance Factor of 1.50 for the maximum payout; |

  66. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | • | with the actual performance result interpolated linearly between and below those points, subject to the minimum set by the Funding Factor. |

  67. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    The Company's actual non-GAAP operating margin and non-GAAP gross margin for calendar year 2023 were 29.0% and 46.3%, respectively, resulting in the achievement levels shown in Figure 36 below. Figure 36. Funding Factor, Corporate Performance Factor, and Profitability Performance Factor Results for Calendar Year 2023

  68. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | | Metric | Result(1) | Percentage Achievement | | Funding Factor | Non-GAAP Operating Margin | 29.0% | 250% | | Corporate Performance Factor | Non-GAAP Operating Margin | 29.0% | 100% | | Profitability Performance Factor | Non-GAAP Gross Margin | 46.3% | 132.5% |

  69. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | (1) Appendix A contains a reconciliation of non-GAAP operating margin and non-GAAP gross margin to the results reported in our financial statements. |

  70. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    2023 Annual Incentive Program Individual Performance Factors. For calendar year 2023, as shown in Figure 37 below, the committee determined the Individual Performance Factor for each NEO (other than Mr. Archer) using a formula that took into consideration two elements: a weighted score for each NEO based on the Company's performance relative to corporate-level Annual Operating Plan goals, with weightings for each NEO based on the extent to which they (and the organizations managed by them) were expected to contribute to and be accountable for that corporate-level performance; and an individual score for each NEO reflecting the extent to which individual NEOs provided exceptional contributions during the year. The committee evaluated the Company's performance relative to corporate-level Annual Operating Plan Goals and each NEO's individual performance. The committee combined the corporate-level scores with each NEO's individual score to yield the Individual Performance Factors shown in Figure 37 below. In determining Mr. Archer's Individual Performance Factor, the independent members of the Board evaluated the Company's performance against its corporate-level goals, Mr. Archer's individual performance, and the performance of the other members of the management team reporting to him, and determined to assign him an Individual Performance Factor equal to the average of the Individual Performance Factors of the other NEOs, as shown in Figure 37 below. Figure 37. Individual Performance Factor Components for Calendar Year 2023

  71. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | (1) Market Performance and Execution relate to: growth in our served addressable market; success of new product launches; penetration of new market opportunities and defense of established positions; and achievement of market share targets. |

  72. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | (2) Safety, Quality and Customer Satisfaction relate to: safety; quality; growth of Customer Support Business Group revenue; on-time delivery of products; and customer satisfaction. |

  73. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | (3) Human Capital Management & ESG relate to: employee engagement, as measured by employee survey; employee inclusion, as measured by employee survey; employee diversity; talent retention; and recognition of ESG progress through continued inclusion in the Dow Jones Sustainability Index for North America. |

  74. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | (4) Financial Performance relate to: operating income; earnings per share; cash return to stockholders; inventory management; and gross margin. |

  75. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | (5) Mr. Archer's Individual Performance Factor was determined as the average of the Individual Performance Factors of the other NEOs. |

  76. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | (6) The committee’s assignment to Dr. Lord of an individual achievement score above 100% was due to his exceptional contributions during the year, which included, among other things, his outstanding leadership of the Company's digital transformation initiative and strong operational leadership. |

  77. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    Calendar Year 2023 Annual Incentive Program Payout Decisions. Based on the above results and decisions, for the calendar year 2023 annual incentive program, the committee approved the payouts for each NEO as shown below in Figure 38, which were less than the maximum payout available under the Funding Factor: Figure 38. Annual Incentive Program Payouts for Calendar Year 2023

  78. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | 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 | 2,300,000 | 5,750,000 | 0.929 | 1.000 | 1.325 | 2,831,300 | | Douglas R. Bettinger | 810,750 | 2,026,875 | 0.932 | 1.000 | 1.325 | 1,001,195 | | Patrick J. Lord | 635,427 | 1,588,568 | 0.958 | 1.000 | 1.325 | 806,579 | | Seshasayee (Sesha) Varadarajan | 537,151 | 1,342,878 | 0.913 | 1.000 | 1.325 | 649,805 | | Vahid Vahedi | 537,151 | 1,342,878 | 0.913 | 1.000 | 1.325 | 649,805 |

  79. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | (1) Calculated by multiplying each NEO’s annual base salary as of October 1, 2023 by their respective target award opportunity percentage. |

  80. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | (2) The Funding Factor resulted in annual incentive program 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 “2023 Annual Incentive Program Funding Factor, Corporate Performance Factor, and Profitability Performance Factor” above). |

  81. Calendar Year 2023 Annual Incentive Program Parameters and Payout Decisions

    | (3) Calculated by multiplying each NEO’s target award opportunity, in dollars, by each of (i) the Corporate Performance Factor of 1.0, (ii) the Profitability Performance Factor of 1.325, and (iii) that NEO's individual Performance Factor. In calculating the payout for Mr. Archer, the product of the Corporate Performance Factor, the Profitability Performance Factor, and his Individual Performance Factor was rounded to three decimal places before being multiplied by his target award opportunity. |

  82. Calendar Year 2024 Annual Incentive Program Parameters

    Calendar Year 2024 Annual Incentive Program Parameters In February 2024, 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 2024, target award opportunities for the NEOs remained unchanged compared to the prior year. The target award opportunity for each NEO is shown below. Figure 39. Annual Incentive Program Target Award Opportunities for Calendar Year 2024

  83. Calendar Year 2024 Annual Incentive Program Parameters

    | Named Executive Officer | Target Award Opportunity (% of Base Salary) | | Timothy M. Archer | 200 | | Douglas R. Bettinger | 115 | | Patrick J. Lord | 110 | | Seshasayee (Sesha) Varadarajan | 100 | | Vahid Vahedi | 100 |

  84. Calendar Year 2024 Annual Incentive Program Parameters

    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 upon corporate-level Annual Operating Plan goals and individual performance. All Corporate, Profitability, and Individual Performance Factor goals were designed to be stretch goals. For calendar year 2024, the committee set the levels of non-GAAP operating margin and non-GAAP gross margin necessary to achieve a Corporate Performance Factor or Profitability Performance Factor of 1.0, respectively, at levels higher than the Company's Annual Operating Plan goals for both metrics. In addition, the committee determined to cause Corporate Performance Factor and Profitability Performance Factor results to scale up and down more rapidly within the range of results between the levels associated with the Company's Annual Operating Plan goals for both non-GAAP operating margin and non-GAAP gross margin, and the levels corresponding to a 1.0 result for the Corporate Performance Factor and Profitability Performance Factor. The committee took this approach in order to reward outperformance for stretch achievements in pricing and cost initiatives, which also includes potential offsets for the impact of the Company’s planned investments in research and development targeting key technology inflections. These changes were intended to incentivize management to achieve a stretch result that would be better than the Company's Annual Operating Plan, by more quickly increasing the potential reward to executives for exceeding the annual operating plan. In addition, the committee considered the current dynamic regulatory environment in which the Company was operating, and the potential material impacts that a significant regulatory change (e.g., additional export controls) could have on the Company's business and operating performance that could not be predicted at the time the committee established the CY2024 goals. Taking this into consideration, the committee determined that, should a regulatory change occur in calendar year 2024 that resulted in a material impact on the Company's business, the committee would consider whether to exercise either positive or negative discretion as a consequence of that change, relative to the Corporate Performance Factor and/or the Profitability Performance Factor results, provided the Funding Factor result is not exceeded.

  85. Long-Term Incentive Program

    Long-Term Incentive Program

  86. 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 long-term incentive program, 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. Prior to our 2022/2024 long-term incentive program, 50% of the total target award opportunity was generally awarded in Market-based PRSUs, and the remaining 50% was awarded in a combination of stock options and service-based RSUs with at least 10% of the award in each of these two vehicles. The specific percentage of service-based RSUs and stock options was reviewed annually to determine whether service-based RSUs or stock options would be the more efficient form of equity for the majority of the award based on criteria such as the business environment and the potential value to motivate and retain the executives. We consider Market-based PRSUs and stock options to be performance-based, but do not classify service-based RSUs as performance-based. Beginning with our 2022/2024 long-term incentive program, the committee determined to substantially increase the weighting of Market-based PRSUs relative to prior years, with the aim of furthering the committee's objective of aligning pay with performance. The committee also determined that it would be appropriate to provide for a different mix for the CEO and NEOs who are executive presidents than for NEOs who are senior vice presidents. Beginning with the 2022/2024 long-term incentive program, of the total target award opportunity for the CEO and NEOs who are executive vice presidents, 60% was awarded in Market-based PRSUs, 20% was awarded in stock options, and 20% was awarded in service-based RSUs; while for NEOs who are senior vice presidents, 55% was awarded in Market-based PRSUs, 15% was awarded in stock options, and 30% was awarded in service-based RSUs. Primarily as a result of this change, the percentage of the average NEO's target pay mix that is performance-based increased from 59% in calendar year 2021 to approximately 73% in calendar years 2022 through 2024. While service-based RSUs and stock options vest on an annual basis over three years, 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.

  87. Equity Vehicles

    Equity Vehicles The equity vehicles used in our 2024/2026 long-term incentive program are as follows: Figure 40. 2024/2026 LTIP Program Equity Vehicles

  88. 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 three years from the March 1, 2024 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, $875.95, 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 Figure 43 below. | | Stock Options • CEO/EVPs: 20% of Target Award Opportunity • SVPs: 15% 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 exercisable upon vesting. • Expiration is on the seventh anniversary of the Grant Date. | • The number of stock options 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, $875.95, rounded down to the nearest share and multiplying the result by three. The ratio of three options for every RSU is based on a Black Scholes fair value accounting analysis. • The exercise price of stock options is the closing price of our common stock on the Grant Date. | | Service-based RSUs • CEO/EVPs: 20% of Target Award Opportunity • SVPs: 30% 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, $875.95, rounded down to the nearest share. |

  89. Equity Vehicles

    Figure 41. 2024/2026 Market-based PRSU Performance Parameters

  90. Equity Vehicles

    | Parameter | Terms | | Performance Period | Three years from the first business day in February (February 1, 2024 through January 31, 2027). | | Performance Index | PHLX Semiconductor Sector Total Return Index, or “XSOX index” | | Number of Shares | • Based on our “total return” stock price performance compared to the market price performance of the Performance Index, subject to a ceiling as described below. The stock price performance or market price performance is measured using the average 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). • The target number of shares represented by the Market-based PRSUs is increased by 2% of target for each 1% that our stock price performance exceeds the market price performance of the Performance Index; similarly, the target number of shares represented by the Market-based PRSUs is decreased by 2% of target for each 1% that our stock price performance trails the market price performance of the Performance Index. The result of the vesting formula is rounded down to the nearest whole number. • A table reflecting the potential payouts depending on various comparative results is shown below in Figure 42. | | Award Ceiling/Minimum | The final shares awarded cannot exceed 150% of target (requiring a positive percentage change in our stock price performance compared to that of the market price performance of the Performance Index equal to or greater than 25 percentage points) and can be as little as 0% of target (requiring a percentage change in our stock price performance compared to that of the market price performance of the Performance Index equal to or lesser than negative 50 percentage points). |

  91. Equity Vehicles

    Figure 42. Market-based PRSU Potential Payouts

  92. Equity Vehicles

    | Lam's Total Return % 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 |

  93. Equity Vehicles

    | (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 using the formula described in the third row of Figure 41. |

  94. Target Award Opportunity

    | | Target Award Opportunity ($) by Long-Term Incentive Program(1) | | | | | Named Executive Officer | 2021/2023(2) | 2022/2024(3) | 2023/2025(4) | 2024/2026(5) | | Timothy M. Archer | 11,000,000 | 15,000,000 | 15,000,000 | 21,500,000 | | Douglas R. Bettinger | 3,050,000 | 3,750,000 | 4,250,000 | 5,800,000 | | Patrick J. Lord | 2,500,000 | 3,000,000 | 3,500,000 | 4,650,000 | | Seshasayee (Sesha) Varadarajan | 2,250,000 | 2,750,000 | 3,250,000 | 4,650,000 | | Vahid Vahedi | 2,250,000 | 2,750,000 | 3,000,000 | 3,400,000 |

  95. Target Award Opportunity

    | (2) The three-year performance period for the 2021/2023 LTIP began on February 1, 2021 and ended on January 31, 2024. |

  96. Target Award Opportunity

    | (3) The three-year performance period for the 2022/2024 LTIP began on February 1, 2022 and ends on January 31, 2025. |

  97. Target Award Opportunity

    | (4) The three-year performance period for the 2023/2025 LTIP began on February 1, 2023 and ends on January 31, 2026. |

  98. Target Award Opportunity

    | (5) The three-year performance period for the 2024/2026 LTIP began on February 1, 2024 and ends on January 31, 2027. |

  99. Calendar Year 2024 LTIP Decisions

    Calendar Year 2024 LTIP Decisions Calendar Year 2024 decisions for the 2024/2026 long-term incentive program. On March 1, 2024, the committee made a grant under the 2024/2026 long-term incentive program, of Market-based PRSUs, stock options, and service-based RSUs on the terms set forth in Figures 40 and 41 with a combined value equal to the NEO’s total target award opportunity, as shown below. Figure 44. 2024/2026 LTIP Award Grants

  100. Calendar Year 2024 LTIP Decisions

    | Named Executive Officer | Target Award Opportunity ($) | Market-based PRSUs Award (#)(1) | Stock Options Award (#) | Service-based RSUs Award (#) | | Timothy M. Archer | 21,500,000 | 14,726 | 14,724 | 4,908 | | Douglas R. Bettinger | 5,800,000 | 3,972 | 3,972 | 1,324 | | Patrick J. Lord | 4,650,000 | 3,185 | 3,183 | 1,061 | | Seshasayee (Sesha) Varadarajan | 4,650,000 | 2,919 | 2,388 | 1,592 | | Vahid Vahedi | 3,400,000 | 2,134 | 1,746 | 1,164 |

  101. Calendar Year 2024 LTIP Decisions

    | (1) 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. |

  102. Calendar Year 2021/2023 LTIP Award Payouts

    Calendar Year 2021/2023 LTIP Award Payouts In February 2024, the committee determined the payouts for the calendar year 2021/2023 LTIP Awards of Market-based PRSUs. The number of shares represented by the Market-based PRSUs earned over the performance period was based on our stock price performance compared to the market price performance of the XSOX index. Based on the above formula and Market-based PRSU Vesting Summary set forth in Figures 41 and 42, the Company’s stock price performance over the three-year performance period was equal to 59.07% and the performance of the XSOX index (based on market price) over the same three-year performance period was equal to 49.11%. Lam’s stock price outperformed the XSOX index by 9.96%, which resulted in a performance payout of 119.93% 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 2021/2023 LTIP Award of Market-based PRSUs. Figure 45. 2021/2023 LTIP Market-based PRSU Award Payouts

  103. Calendar Year 2021/2023 LTIP Award Payouts

    | Named Executive Officer | Target Market-based PRSUs (#) | Actual Payout of Market-based PRSUs (119.93% of Target Award Opportunity) (#) | | Timothy M. Archer | 9,998 | 11,990 | | Douglas R. Bettinger | 2,772 | 3,324 | | Patrick J. Lord | 2,272 | 2,724 | | Seshasayee (Sesha) Varadarajan | 2,045 | 2,452 | | Vahid Vahedi | 2,045 | 2,452 |

  104. 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.

  105. Executive Compensation Tables

    | 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 | 2024 | 1,176,923 | — | 19,847,946 | 6,261,433 | 2,831,300(4) | 17,439 | 30,135,041 | | | 2023 | 1,150,000 | — | 11,291,907 | 3,643,192 | 2,212,600(5) | 12,400 | 18,310,099 | | | 2022 | 1,084,615 | — | 10,079,176 | 2,669,527 | 3,096,188(6) | 11,650 | 16,941,156 | | Douglas R. Bettinger Executive Vice President, Chief Financial Officer | 2024 | 720,591 | — | 5,353,700 | 1,689,107 | 1,001,195(4) | 17,239 | 8,781,832 | | | 2023 | 705,000 | — | 3,198,654 | 1,031,855 | 778,320(5) | 12,183 | 5,726,012 | | | 2022 | 687,984 | — | 2,519,532 | 667,118 | 1,304,012(6) | 11,564 | 5,190,210 | | Patrick J. Lord Executive Vice President, Chief Operating Officer | 2024 | 599,091 | — | 4,292,294 | 1,353,582 | 806,579(4) | 15,736 | 7,067,282 | | | 2023 | 577,661 | — | 2,633,964 | 849,515 | 610,010(5) | 11,392 | 4,682,542 | | | 2022 | 543,324 | — | 2,015,730 | 596,912 | 995,107(6) | 11,255 | 4,162,328 | | Seshasayee (Sesha) Varadarajan Senior Vice President, Global Products Group | 2024 | 561,697 | 2,800(7) | 4,528,866 | 857,469 | 649,805(4) | 12,684 | 6,613,321 | | | 2023 | 537,151 | 6,400(7) | 2,603,133 | 520,842 | 516,739(5) | 9,312 | 4,193,577 | | | 2022 | 514,174 | 1,600(7) | 1,977,102 | 366,757 | 792,700(6) | 11,124 | 3,663,457 | | Vahid Vahedi Senior Vice President, Chief Technology and Sustainability Officer | 2024 | 553,524 | 873(7) | 3,311,056 | 742,493 | 649,805(4) | 14,995 | 5,272,746 | | | 2023 | 537,151 | — | 2,402,604 | 546,418 | 516,739(5) | 11,312 | 4,014,224 | | | 2022 | 514,174 | — | 1,977,102 | 410,119 | 792,700(6) | 9,124 | 3,703,219 |

  106. 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.

  107. 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 2024. These amounts are calculated assuming that the employment termination or change in control occurs on the last day of fiscal year 2024, June 30, 2024. The closing price per share of our common stock on June 28, 2024, which was the last trading day of fiscal year 2024, was $1,064.85. 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 2024. Figure 54. Potential Payments to NEOs Upon Termination or Change in Control

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

    | Potential Payments to Mr. Archer Upon Termination or Change in Control as of June 30, 2024 | | | | | | | | | Involuntary Termination | | | | | | Voluntary Termination ($) | Disability or Death ($) | For Cause ($) | Not for Cause ($) | Change in Control or Acquisition by Lam ($) | | Compensation | | | | | | | Severance | — | — | — | 1,800,000 | 2,400,000 | | Short-term Incentive (5-year average) | — | — | — | 2,352,194 | 4,704,388 | | Short-term Incentive (pro rata) | — | 1,200,000 | — | 1,200,000 | 1,176,097 | | Long-term Incentives: | | | | | | | Stock Options (Unvested and Accelerated) | — | 10,808,993 | — | 2,039,158 | 10,808,993 | | Service-based Restricted Stock Units (Unvested and Accelerated) | — | 11,308,708 | — | 1,312,961 | 11,308,708 | | Performance-based Restricted Stock Units (Unvested and Accelerated) | — | 63,836,692 | — | 31,230,987 | 58,125,902 | | Benefits and Perquisites | | | | | | | Health Benefit Continuation/Retiree Health Plans | 798,000 | 798,000 | 798,000 | 798,000 | 798,000 | | Total | 798,000 | 87,952,393 | 798,000 | 40,733,300 | 89,322,088 |

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

    | Potential Payments to Mr. Bettinger Upon Termination or Change in Control as of June 30, 2024 | | | | | | | | | Involuntary Termination | | | | | | Voluntary Termination ($) | Disability or Death ($) | For Cause ($) | Not for Cause ($) | Change in Control or Acquisition by Lam ($) | | Compensation | | | | | | | Severance | — | — | — | 726,150 | 1,089,225 | | Short-term Incentive (5-year average) | — | — | — | 459,902 | 1,379,705 | | Short-term Incentive (pro rata) | — | 417,536 | — | 417,536 | 459,902 | | Long-term Incentives: | | | | | | | Stock Options (Unvested and Accelerated) | — | 2,956,378 | — | 547,812 | 2,956,378 | | Service-based Restricted Stock Units (Unvested and Accelerated) | — | 3,073,157 | — | 351,401 | 3,073,157 | | Performance-based Restricted Stock Units (Unvested and Accelerated) | — | 17,230,338 | — | 8,302,636 | 15,630,933 | | Benefits and Perquisites | | | | | | | Health Benefit Continuation/COBRA Benefit | — | 31,824 | — | 31,824 | 31,824 | | Total | — | 23,709,233 | — | 10,837,261 | 24,621,124 |

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

    | Potential Payments to Dr. Lord Upon Termination or Change in Control as of June 30, 2024 | | | | | | | | | Involuntary Termination | | | | | | Voluntary Termination ($) | Disability or Death ($) | For Cause ($) | Not for Cause ($) | Change in Control or Acquisition by Lam ($) | | Compensation | | | | | | | Severance | — | — | — | 685,000 | 1,027,500 | | Short-term Incentive (5-year average) | — | — | — | 343,085 | 1,029,254 | | Short-term Incentive (pro rata) | — | 376,750 | — | 376,750 | 343,085 | | Long-term Incentives: | | | | | | | Stock Options (Unvested and Accelerated) | — | 2,411,343 | — | 445,855 | 2,411,343 | | Service-based Restricted Stock Units (Unvested and Accelerated) | — | 2,488,554 | — | 285,380 | 2,488,554 | | Performance-based Restricted Stock Units (Unvested and Accelerated) | — | 13,983,610 | — | 6,734,112 | 12,671,715 | | Benefits and Perquisites | | | | | | | Health Benefit Continuation/COBRA Benefit | — | 47,736 | — | 47,736 | 47,736 | | Total | — | 19,307,993 | — | 8,917,918 | 20,019,187 |

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

    | Potential Payments to Mr. Varadarajan Upon Termination or Change in Control as of June 30, 2024 | | | | | | | | | 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) | — | — | — | — | 867,141 | | Short-term Incentive (pro rata) | — | 342,500 | — | — | 289,047 | | Long-term Incentives: | | | | | | | Stock Options (Unvested and Accelerated) | — | 1,688,770 | — | — | 1,688,770 | | Service-based Restricted Stock Units (Unvested and Accelerated) | — | 3,583,220 | — | — | 3,583,220 | | Performance-based Restricted Stock Units (Unvested and Accelerated) | — | 12,082,853 | — | — | 10,965,825 | | Benefits and Perquisites | | | | | | | Health Benefit Continuation/COBRA Benefit | — | 44,441 | — | 44,441 | 44,441 | | Total | — | 17,741,784 | — | 44,441 | 18,465,944 |

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

    | Potential Payments to Dr. Vahedi Upon Termination or Change in Control as of June 30, 2024 | | | | | | | | | Involuntary Termination | | | | | | Voluntary Termination ($) | Disability or Death ($) | For Cause ($) | Not for Cause ($) | Change in Control or Acquisition by Lam ($) | | Compensation | | | | | | | Severance | — | — | — | — | 900,000 | | Short-term Incentive (5-year average) | — | — | — | — | 867,718 | | Short-term Incentive (pro rata) | — | 300,000 | — | — | 289,239 | | Long-term Incentives: | | | | | | | Stock Options (Unvested and Accelerated) | — | 1,549,189 | — | — | 1,549,189 | | Service-based Restricted Stock Units (Unvested and Accelerated) | — | 3,019,914 | — | — | 3,019,914 | | Performance-based Restricted Stock Units (Unvested and Accelerated) | — | 10,803,968 | — | — | 9,765,739 | | Benefits and Perquisites | | | | | | | Health Benefit Continuation/Retiree Health Plans | 787,000 | 787,000 | 787,000 | 787,000 | 787,000 | | Total | 787,000 | 16,460,071 | 787,000 | 787,000 | 17,178,799 |

  113. 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 2024 annual total compensation of our CEO, Mr. Archer, was $30,135,041, the fiscal year 2024 annual total compensation of our median compensated employee (other than our CEO) was $83,462, and the ratio of these amounts was 361 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. As permitted under the SEC rules, we are using the same median employee identified for purposes of our fiscal year 2023 CEO pay ratio, as we believe the changes to our employee population and employee compensation arrangements since we identified that median employee have not significantly impacted our pay ratio. For purposes of identifying our median compensated employee in fiscal year 2023, we used our global employee population as of June 25, 2023, 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 25, 2023, the incentive cash target amount payable for service in calendar year 2023, and the approved value of the annual equity awards granted during fiscal year 2023 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 2023 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 direct compensation for our median compensated employee for fiscal year 2024 using the same methodology used for our CEO as set forth in the “Summary Compensation Table” of this proxy statement.

  114. 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 30. Figure 55. Pay Versus Performance

  115. Pay Versus Performance

    | | | | 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 $100 Investment Based On:(3) | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | Net Income ($ in thousands) | Non-GAAP Operating Income as a Percentage of Revenue (%)(5) | | 2024 | 30,135,041 | 71,745,236 | 6,933,795 | 15,027,121 | 368 | 300 | 3,827,772 | 30.3 | | 2023 | 18,310,099 | 35,457,770 | 4,654,089 | 8,924,931 | 209 | 190 | 4,510,931 | 30.7 | | 2022 | 16,941,156 | 10,266,747 | 4,179,804 | 3,029,959 | 152 | 145 | 4,605,286 | 31.3 | | 2021 | 15,495,736 | 56,855,461 | 4,171,767 | 17,871,377 | 211 | 171 | 3,908,458 | 31.5 |

  116. 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: |

  117. Pay Versus Performance

    | • | FY 2024: Douglas R. Bettinger, Patrick J. Lord, Seshasayee (Sesha) Varadarajan, and Vahid Vahedi |

  118. Pay Versus Performance

    | • | FY 2023: Douglas R. Bettinger, Patrick J. Lord, Vahid Vahedi, and Seshasayee (Sesha) Varadarajan |

  119. Pay Versus Performance

    | • | FY 2022: Douglas R. Bettinger, Patrick J. Lord, Vahid Vahedi, and Seshasayee (Sesha) Varadarajan |

  120. Pay Versus Performance

    | • | FY 2021: Douglas R. Bettinger, Richard A. Gottscho, Patrick J. Lord, and Vahid Vahedi |

  121. Pay Versus Performance

    | (2) The following table presents 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. |

  122. Pay Versus Performance

    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.

  123. Pay Versus Performance

    | | CEO | | | | Other NEOs (Average) | | | | | Adjustments | FY 2024 | FY 2023 | FY 2022 | FY2021 | FY 2024 | FY 2023 | FY 2022 | FY2021 | | Summary Compensation Table (SCT) Total | 30,135,041 | 18,310,099 | 16,941,156 | 15,495,736 | 6,933,795 | 4,654,089 | 4,179,804 | 4,171,767 | | (Deduct): SCT “Stock Awards” column value | (19,847,946) | (11,291,907) | (10,079,176) | (11,071,172) | (4,371,479) | (2,709,589) | (2,122,367) | (2,591,242) | | (Deduct): SCT “Option Awards” column value | (6,261,433) | (3,643,192) | (2,669,527) | (1,195,482) | (1,160,663) | (737,158) | (510,227) | (295,211) | | Add: year-end fair value of equity awards granted in the applicable fiscal year that are outstanding and unvested as of the applicable fiscal year-end | 26,917,750 | 18,979,835 | 11,041,230 | 13,042,142 | 4,637,696 | 4,391,629 | 2,280,231 | 3,081,156 | | Add (Deduct): year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the applicable fiscal year-end | 30,177,855 | 7,625,472 | (7,109,304) | 27,474,359 | 6,531,859 | 1,681,231 | (1,644,600) | 8,431,240 | | Add: vesting date fair value of equity awards granted and vested in the applicable fiscal year | — | — | — | — | — | — | — | — | | Add (Deduct): year-over-year change in fair value of equity awards granted in prior years that vested in the applicable fiscal year | 10,623,969 | 5,477,463 | 2,142,368 | 13,109,878 | 2,455,913 | 1,644,729 | 847,118 | 5,073,667 | | (Deduct): fair value as of prior year-end of equity awards granted in prior years that failed to vest in the applicable fiscal year | — | — | — | — | — | — | — | — | | Add: dollar value of dividends/earnings paid on equity awards in the applicable fiscal year | — | — | — | — | — | — | — | — | | Compensation Actually Paid | 71,745,236 | 35,457,770 | 10,266,747 | 56,855,461 | 15,027,121 | 8,924,931 | 3,029,959 | 17,871,377 |

  124. Pay Versus Performance

    | (3) Total shareholder return is calculated based on the value of an initial fixed investment of $100 on June 26, 2020 through the end of the listed fiscal year, and assuming dividends are reinvested. |

  125. Pay Versus Performance

    | (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. |

  126. Pay Versus Performance

    | (5) Appendix A contains a reconciliation of non-GAAP operating income as a percentage of revenue to the results reported in our financial statements. |

  127. 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 total shareholder return (“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 revenue(8).

  128. Relationship Between Compensation Actually Paid and Performance

    | 8 | Appendix A contains a reconciliation of non-GAAP operating income as a percentage of revenue to the results reported in our financial statements. |

  129. Relationship Between Compensation Actually Paid and Performance

    Figure 56. Relationships Between Compensation Actually Paid and Performance and Company TSR and Peer Group TSR

  130. Relationship Between Compensation Actually Paid and Performance

    | (1) Total shareholder return is calculated based on the value of an initial fixed investment of $100 on June 26, 2020 through the end of the listed fiscal year, and assuming dividends are reinvested. |

  131. Relationship Between Compensation Actually Paid and Performance

    | (2) Appendix A contains a reconciliation of non-GAAP operating income as a percentage of revenue to the results reported in our financial statements. |

  132. Securities Authorized for Issuance under Equity Compensation Plans

    | (2) Includes 1,148,971 shares issuable upon service-based RSUs vesting, Market-based PRSUs vesting or stock option exercises under the 2015 Plan. The share total assumes shares will be issued at the maximum vesting amount for outstanding Market-based PRSUs. |

  133. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors This first proposal relates to the election to the Board of eleven nominees who are directors of the Company as of the date of this proxy statement. In general, the eleven nominees identified in this proposal who receive the highest number of “for” votes will be elected. However, 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 not be elected to the Board, even if they are among the top eleven nominees in total “for” votes. This requirement reflects the majority vote provisions implemented by the Company in November 2009. 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 eleven nominees named below, each of whom is currently a director of the Company. The proxies cannot be voted for more than eleven nominees, whether or not there are additional nominees. 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 unless otherwise instructed, 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.” Directorship Changes. As part of its Board refreshment planning, the Board identified the desirability of augmenting its skills and experiences in two areas: (i) by the addition of a member with extensive operational experience in executive management positions and experience leading complex global business organizations, and (ii) by the addition of a member with extensive financial expertise, senior executive management leadership positions, and public company board experience at large public companies with worldwide operations. The Board identified Ms. Brennan and Mr. Fields as candidates with the involvement of a third-party search firm. Ms. Brennan was selected as a valuable addition to the Board due to her significant executive leadership and public company directorship experience, as well as her extensive experience as the chief financial officer at several major global organizations. In addition, Mr. Fields was selected as a director because of his experience as a former chief executive officer of a global automotive company, and his extensive global management and operations experience, as well as his broad public company board experience. Over the course of several months, Ms. Brennan and Mr. Fields each met with our chairman, nominating and governance committee chair, members of the nominating and governance committee, additional board members, and our president and CEO, as well as representatives of the Company’s executive team. Following those meetings, the nominating and governance committee separately recommended each of Ms. Brennan and Mr. Fields for appointment to the Board. The Board, after discussing each of the recommendations and increasing the size of the Board, appointed both Ms. Brennan and Mr. Fields to the Board, effective August 30, 2024. Board Size. The 11 directors to be elected in this proposal are fewer than the 13 members of the Board as of the date of mailing. As is discussed above in “Governance Matters − Corporate Governance,” two of our current directors, Dr. Tsai and Ms. Varon, are concluding their service on the Board on November 4, 2024, and the size of the Board will be reduced to 11 prior to the 2024 annual meeting. The Board would like to thank both Dr. Tsai and Ms. Varon for their dedicated service to the Company. Information Regarding Each Nominee. In addition to the biographical information concerning each nominee’s specific experience, attributes, positions, and qualifications and age as of September 6, 2024, 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.

  134. Proposal No. 1: Election of Directors

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

  135. 2024 Nominees for Director

    2024 Nominees for Director

  136. 2024 Nominees for Director

    | Sohail U. Ahmed Director since 2019 Age 66 Board Committees: • Audit ° Member since 2022 • Compensation and Human Resources ° Member: 2020-2022 • Innovation and Technology ° Member since 2024 | Experience Sohail U. Ahmed is the former Senior Vice President and General Manager of the Technology and Manufacturing Group at Intel Corporation, a leading producer of microchips, computing and communications products, where he was responsible for overseeing the research and development and deployment of next-generation silicon logic technologies for production of future Intel microprocessors. He held that position from January 2015 to October 2018. Immediately prior to that, he was Corporate Vice President and General Manager, Logic Technology Department at Intel from 2004 to January 2015. Mr. Ahmed joined Intel in 1984, working as a process engineer, and held progressive technical and management positions in logic process development. Mr. Ahmed earned an M.S. degree in chemical engineering from the University of California, Davis, and a B.S. degree in chemical engineering from the University of Southern California. Qualifications The Board has concluded that Mr. Ahmed should serve as a director of the Company because of his extensive knowledge and experience acquired as an executive of a major semiconductor manufacturer focused on next-generation silicon logic technologies, his deep knowledge and understanding of semiconductor processing equipment technologies, and his experience as a senior executive of a major Company customer. Key Skills and Experiences • Industry Knowledge • Customer/Deep Technology Knowledge • Leadership Experience • Global Business Experience • Human Capital Management Experience • Manufacturing/Operations Experience |

  137. 2024 Nominees for Director

    | Timothy M. Archer Director since 2018 Age 57 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 5, 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 public limited company, a global provider of building technology, software, and services, since March 2024, where he is a member of the compensation and talent development committee. He also serves on the International Board of Directors for SEMI, the global industry association representing the electronics manufacturing and design supply chain. From 2020 to 2022, Mr. Archer served as chairman of the board for the National GEM Consortium, a nonprofit organization that is dedicated to increasing the participation of underrepresented groups at the master’s and doctoral levels in engineering and science. 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 • Cybersecurity Experience • Human Capital Management Experience • Risk Management Experience • Manufacturing/Operations Experience |

  138. 2024 Nominees for Director

    | Eric K. Brandt Director since 2010 Age 62 Board Committees: • Audit ° Chair: 2014-2020 ° Member: 2010-2014 • Compensation and Human Resources ° Chair since 2020 • Nominating and Governance ° Member since 2019 Public company directorships in last five years: • Option Care Health, Inc. • Gen Digital Inc. • The Macerich Company • Dentsply Sirona Inc. (former) • Altaba Inc. (former) | Experience Eric K. Brandt is the former Executive Vice President and Chief Financial Officer of Broadcom Corporation, a global supplier of semiconductor devices, 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., a pharmaceutical company. Prior to Avanir Pharmaceuticals, Mr. Brandt was Executive Vice President-Finance and Technical Operations and Chief Financial Officer of Allergan Inc., a global specialty pharmaceutical company, 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: Option Care Health, Inc., a health provider of home and alternate site infusion services, since May 2024, where he serves as a member of the compensation committee and the finance and investment committee; Gen Digital Inc. (formerly NortonLifeLock, Inc.), a consumer cyber security provider, since February 2020, where he is the chair of the audit committee; The Macerich Company, a real estate investment trust focused on regional malls, since June 2018, where he is the chair of the capital allocation committee and a member of the compensation committee; and Altaba Inc. (formerly Yahoo! Inc.), a private company that remained, and was subsequently renamed, following the completion of Yahoo!’s sale of its operating businesses in June 2017 (and which is in the process of a stockholder approved plan of dissolution and liquidation), since its inception, where he is the lead independent director and chair of the audit committee, and has served as chairman of the board, chair of the nominating and governance committee, and a member of the compensation committee. He previously served on the board of directors of: Dentsply Sirona Inc. (formerly Dentsply International, Inc.), a manufacturer and distributor of dental product solutions, from 2004 to 2024, where he was the non-executive chairman of the board, chair of the executive committee, and served as a member of the corporate governance and nominating committee, the human resources committee, and the audit and finance committee; MC10, Inc., a privately-held medical device Internet of Things (IoT) company, from March 2016 until February 2018, where he was chair of the compensation committee and governance committee; Yahoo! Inc., a digital information discovery company, from March 2016 to June 2017, where he was chairman of the board and chair of the audit and finance committee; Vertex Pharmaceuticals, Inc., a pharmaceutical company, from 2002 to 2009, where he was chair of the audit committee, and a member of the nominating and governance committee; 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. 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 |

  139. 2024 Nominees for Director

    | Ita M. Brennan Director since 2024 Age 57 Public company directorships in last five years: • Planet Labs PBC • Cadence Design Systems, Inc. • LogMeIn, Inc. (former) | 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, a battery manufacturing company. Prior to joining QuantumScape, she served as the Chief Financial Officer of Infinera Corporation, a telecommunications equipment company, from July 2006 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, an information storage solutions company, including Vice President of Finance for the company’s worldwide operations. Ms. Brennan has served as a member of the board of directors of: Planet Labs PBC, an earth imaging company, since June 2021, where she serves as the chair of the audit committee; and Cadence Design Systems, Inc., a computational software company, since March 2020, where she serves as the chair of the corporate governance and nominating committee and a member of the audit committee. She previously served on the board of directors of LogMeIn, Inc., a provider of web-based remote access software and services, from November 2018 to September 2020, where she served as a member of the audit committee. 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 U.S. 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 |

  140. 2024 Nominees for Director

    | Michael R. Cannon Director since 2011 Age 71 Board Committees: • Audit ° Member since 2013 • Compensation and Human Resources ° Member: 2011-2013 • Nominating and Governance ° Chair since 2019 ° Member: 2011-2019 Public company directorships in last five years: • Seagate Technology Holdings plc • Dialog Semiconductor Plc (former) | Experience Michael R. Cannon is the General Partner of MRC & LBC Partners, LLC, a private management consulting company. From February 2007 until his retirement in January 2009, Mr. Cannon served as President of Global Operations of Dell Inc., a computer systems manufacturer and services provider; and from January 2009 to January 2011, he served as a consultant to Dell. Prior to joining Dell, he was President and Chief Executive Officer of Solectron Corporation, an electronic manufacturing services company, from January 2003 to February 2007. From July 1996 to January 2003, Mr. Cannon served as President and Chief Executive Officer of Maxtor Corporation, a disk drive and storage systems manufacturer. Prior to joining Maxtor, Mr. Cannon held senior management positions at International Business Machines Corp. (IBM), a global services, software and systems company. Mr. Cannon has served as a member of the board of directors of Seagate Technology Holdings public limited company, a disk drive and storage solutions company, since February 2011, where he became chairman of the board in July 2020, is a member of the nominating and corporate governance committee and the compensation and people committee, and has served as lead independent director, as the chair of the nominating and corporate governance committee, and as a member of the audit and finance committees. He previously served on the board of directors of Dialog Semiconductor Plc, a mixed signal integrated circuits company, from February 2013 until it was acquired in August 2021, where he served as the chair of the remuneration committee and as a member of the nomination committee; Adobe Systems Inc., a diversified software company, from December 2003 to April 2016, where he had been a member of the audit committee and chair of the compensation committee; Elster Group SE, a precision metering and smart grid technology company, from October 2010 until the company was acquired in August 2012; Solectron Corporation, an electronic manufacturing services company, from January 2003 to January 2007; and Maxtor Corporation, a disk drive and storage solutions company, from July 1996 until Seagate acquired Maxtor in May 2006. Mr. Cannon studied mechanical engineering at Michigan State University and completed the Advanced Management Program at the Harvard Graduate School of Business. Qualifications The Board has concluded that Mr. Cannon should serve as a director of the Company because of his industry knowledge; his marketing experience; his experience as President at a public corporation that is a customer of our customers; his finance experience; his 20 years of international business experience; his experience with mergers and acquisitions; and his extensive board experience as a director on other public company boards, including service on audit, compensation and nominating and governance 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 • Human Capital Management Experience • Risk Management Experience • Manufacturing/Operations Experience |

  141. 2024 Nominees for Director

    | John M. Dineen Director since 2023 Age 61 Board Committee: • Audit ° Member since 2023 Public company directorships in last five years: • Cognizant Technology Solutions Corporation • Syneos Health, Inc. (former) • Merrimack Pharmaceuticals, 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), a global digital industrial company, 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, a leading provider of medical imaging, diagnostics, and other health information technology. 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 boards of directors of: Cognizant Technology Solutions Corporation, a professional services company, since April 2017, where he is the chair of the finance and strategy committee and a member of the audit committee and has served as a member of the nominating, governance, and public affairs committee; Carestream Dental LLC, a privately-held provider of digital imaging, software, and practice management solutions for dental practitioners, where he has served as the chair of the board since April 2017; and Healogics, Inc., a privately-held provider of advanced wound care, since June 2015. He previously served on the boards of directors of: Syneos Health, Inc., a fully integrated biopharmaceutical solutions company, from December 2018 to September 2023, where he served as the chair of the board; Merrimack Pharmaceuticals, Inc., a pharmaceutical company specializing in the development of drugs for the treatment of cancer, from June 2015 to October 2019, where he served as the chair of the organization and compensation committee; and Torque Therapeutics, Inc., a privately-held developer of immunotherapies to address cancers, that was since combined with Cogen Immune Medicine and renamed Repertoire Immune Medicines, from January 2016 to December 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 |

  142. 2024 Nominees for Director

    | Mark Fields Director since 2024 Age 63 Public company directorships in last five years: • Hertz Global Holdings, Inc. • QUALCOMM Incorporated • 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 Holdings, Inc., Mr. Fields served as President and Chief Executive Officer of Ford Motor Company, an automotive 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; Chairman 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: Hertz Global Holdings, Inc. since June 2021; QUALCOMM Incorporated, a semiconductors, software, and services company, since June 2018, where he is a member of the audit committee; Tanium Inc., a privately-held cybersecurity and systems management company, where he has served as the lead independent director since September 2020; Planview, Inc., a privately-held global enterprise software company, since April 2022; and Boomi, LP, a privately-held software company, since September 2022. Mr. Fields previously served on the board of directors of: 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 Corporation from March 2016 to April 2018. Mr. Fields earned a B.A. in Economics from Rutgers University and an M.B.A. degree from Harvard Business School. 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 designation as an audit committee financial expert. Key Skills and Experiences • Industry Knowledge • Leadership Experience • Finance Experience • Global Business Experience • M&A Experience • Comparative Board/Governance Experience • Human Capital Management Experience • Risk Management Experience • Manufacturing/Operations Experience |

  143. 2024 Nominees for Director

    | Ho Kyu Kang Director since 2023 Age 62 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., (Samsung), a manufacturer of consumer electronics, information technology and mobile communications products, and semiconductor devices, 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 (SRC), a U.S.-based, non-profit, multinational research and development consortium, from 2017 to 2020; SEMATECH, a U.S.-based, non-profit, multinational research and development consortium, 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 (KAIST), 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 |

  144. 2024 Nominees for Director

    | Bethany J. Mayer Director since 2019 Age 62 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 Group Ltd. (former) • Sempra (former) | Experience Bethany J. Mayer has served as an Executive Advisor of Siris Capital Group LLC, a private equity firm, since May 2021, where she previously served as an Executive Partner from January 2018 to April 2021. She was the Executive Vice President, Corporate Development and Technology of Sempra Energy, an energy services holding company, from November 2018 to January 2019. From September 2014 to December 2017, Ms. Mayer was the President and Chief Executive Officer of Ixia, a test, visibility, security solutions, network testing tools and virtual network security solutions provider for applications across physical and virtual networks that 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., a hardware, software, and services provider for cybersecurity and network management; Cisco Systems, Inc., an internet technology company; and Apple Computer, Inc., a technology company. She has served as a member of the boards of directors of: Astera Labs, Inc., a semiconductor-based connectivity solutions for AI and cloud infrastructure company, since June 2024, where she is a member of the audit committee; Hewlett Packard Enterprise Company, a multinational information technology company, since June 2023, where she is a member of the audit committee and a member of the technology committee; Celestial AI, a privately-held software computing and memory company, since April 2023; Box, Inc., a cloud content management and file sharing service for businesses, since April 2020, where she is the chair of the board, chair of the compensation committee, and was a member of the operating committee; and Electronics for Imaging Inc., a privately held print technology company, since July 2019. Ms. Mayer previously served on the boards of directors of: Ambri Inc., a battery manufacturing company, from November 2022 to July 2024; Marvell Technology Group Ltd, a infrastructure semiconductor solutions company, from May 2018 to June 2022, where she was a member of the executive compensation committee, nominating and governance committee, and audit committee; Pulse Secure, LLC, a privately-held provider of access and mobile security solutions to both enterprises and service providers, from September 2019 to December 2020, where she was the chairperson of the board, and previously served as a member from January 2018 to November 2018; Sempra from June 2019 to September 2024 after serving from February 2017 to November 2018, where she has previously served as the chair of the safety, sustainability and technology committee and a member of the executive committee and the audit committee; SnapRoute, Inc., a privately-held developer of open source network stacks for enterprises, from May 2018 to July 2019; DataStax, Inc., a privately-held database software provider for cloud applications, from May 2018 to April 2019; Delphi Automotive PLC, an auto parts supplier, from August 2015 to April 2016; 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 |

  145. 2024 Nominees for Director

    | Jyoti K. Mehra Director since 2021 Age 48 Board Committee: • Compensation and Human Resources ° Member since 2022 | 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, a pharmaceutical company, 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 • Leadership Experience • Global Business Experience • M&A Experience • Comparative Board/Governance Experience • Cybersecurity Experience • Human Capital Management Experience |

  146. 2024 Nominees for Director

    | Abhijit Y. Talwalkar Chairman Director since 2011 Age 60 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 leading provider of silicon, systems and software technologies for the storage and networking markets, 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, a leading producer of microchips, computing and communications products. 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, a multiprocessing computer systems design and manufacturer that later became a part of IBM; Bipolar Integrated Technology, Inc., a very-large-scale integration (VLSI) bipolar semiconductor company; and Lattice Semiconductor Inc., a service driven developer of programmable design solutions widely used in semiconductor components. Mr. Talwalkar has served as a member of the board of directors of: Advanced Micro Devices Inc., a developer of high performance computing, graphics and visualization technologies, since June 2017, where he is a member of the compensation and leadership resources committee, chair of the innovation and technology committee and has served as a member of the nominating and corporate governance committee and the innovation and technology committee; TE Connectivity Ltd, a connectivity and sensor solutions company, since March 2017, where he is the chair of the management development and compensation committee and has served as a member of the audit committee; and iRhythm Technologies Inc., digital health care solutions company, since May 2016, where he is the chairman of the board and a member of the compensation and human capital management committee and the nominating and corporate governance committee, and has served as a member of the audit 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 chairman 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 |