DEF 14A of Kla Corp, Sep 22, 2026

DEF 14A of Kla Corp

Filed Sep 22, 2026 · FY20260001193125-26-397898

Open on EDGAR

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    | 56 | Compensation and Talent Committee Report | | 57 | Executive Compensation Tables | | 57 | Summary Compensation Table | | 59 | Grants of Plan-Based Awards | | 60 | Outstanding Equity Awards at Fiscal Year End | | 62 | Option Exercises and Stock Vested | | 62 | Nonqualified Deferred Compensation | | 65 | Potential Payments Upon Termination or Change of Control | | 70 | Pay Ratio Disclosure | | 73 | Certain Relationships and Related Transactions | | 74 | Equity Compensation Plan Information | | 75 | Report of the Audit Committee | | 76 | Questions and Answers | | 82 | Information for KLA Annual Meeting of Stockholders on November 4, 2026, 12:00 p.m. PST |

  2. Director Nominee Skills Matrix

    Director Nominee Skills Matrix

  3. Director Nominee Skills Matrix

    | Director Nominee Skills Matrix | | | | | | | | | | | Public Company. Experience with reporting obligations, investor interaction, corporate securities rules, and public company governance. | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Global Business. Broad exposure to companies or organizations having a significant global presence, including developing and managing business in markets around the world, communicating in different cultures, and understanding different geopolitical situations. | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Corporate Governance. Adhering to bylaws and charters; experience in setting and adhering to corporate governance agenda for a board of directors; knowledge and understanding of governance planning, implementation and review processes; experience in encouraging management accountability and protecting stockholder interests. | ● | ● | ● | ● | ● | ¡ | ● | ● | ● | | Corporate Financing/Capital Allocation. Experience in making capital allocation decisions; experience in financing or capital markets transactions. | ● | ¡ | ● | ● | ● | ● | ● | ● | ● | | Financial Expertise/Literacy. Experience in accounting or financial reporting, including understanding of internal controls; experience in overseeing such reporting and controls. | ● | ¡ | ● | ● | ● | ¡ | ● | ● | ● | | Information Services and Technology. Experience, knowledge and understanding of information services industry; significant experience with technology, science and innovation; basic knowledge of various IT solutions, experience in overseeing the implementation of such solutions and using such solutions to improve business performance; particular experience with social media and developing online platforms. | ● | ¡ | ¡ | ● | ● | ● | ● | ● | ● | | Legal/Public/Regulatory. Expertise in compliance with applicable governmental regulations; experience in legal and regulatory matters, and corporate compliance and ethics policies; experience in managing the effects of government policies and regulations. | ● | ● | ¡ | ● | ● | ¡ | ● | ● | ● | | Risk Management. Experience in the management of critical business and/or legal risk; understanding of risk management functions, including risk profiles and appetite statements, scenario planning, crisis management, risk identification/classification and similar functions; history of leadership roles in risk management across a number of organizations; ability to think strategically about risk across several organizations; ability to provide oversight and advice relating to risk. | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Business Operations. Experience managing supply chain risk and functionality; operating within and through economic cycles; ramping up and ramping down significant employee base; appropriate staffing decisions across numerous functions and operational channels. | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Business Development and Strategic Planning. Superior knowledge and understanding of business development, strategic planning, implementation, and review processes; experience in leading strategy discussion at the board level; experience in strategy development with more than one organization; strategic agenda-setting experience; experience with developing and implementing strategies for growth and/or downsizing, including mergers and acquisitions, joint ventures, and divestitures. | ● | ● | ● | ● | ● | ● | ● | ¡ | ● | | Human Resource, Executive Compensation and Talent Management. Broad experience in executive development, performance, and compensation; experience with HR processes and strategies and efforts to attract, motivate, and retain candidates for key positions; experience in talent development, including developing equity and inclusion in workforce. | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Cybersecurity/Data Privacy. Experience in overseeing and managing cybersecurity and data privacy risks; history of leadership roles in cybersecurity risk management; degrees, certifications, or other background in cybersecurity. | ¡ | | | ● | ● | ¡ | ¡ | ¡ | ● | | Industry. Experience in the semiconductor industry; perspective and knowledge of semiconductor-related information, including insight into the industry’s challenges and opportunities. | ● | | ¡ | ● | ● | ● | ● | ¡ | ● | | Artificial Intelligence (“AI”). Experience in the development, deployment, or oversight of AI and machine learning technologies; familiarity with AI governance frameworks, responsible AI principles, and associated risks; history of leadership roles involving AI strategy or AI risk management. | ¡ | ¡ | | ¡ | ● | ● | ¡ | ● | ● |

  4. Director Nominee Skills Matrix

    | ● | Denotes extensive experience, knowledge, and/or expertise and indicates a primary qualification supporting the Director’s nomination. | ¡ | Denotes an area in which the director has demonstrated proficiency and indicates an ancillary qualification supporting the Director’s nomination. |

  5. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

  6. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Robert Calderoni |

  7. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Director Since: 2007 Age: 66 Board Committees: Compensation and Talent Nominating and Governance (Chair) | Background Mr. Calderoni has more than 30 years of executive experience in the technology industry. He is the former Chairman and Interim President and Chief Executive Officer of Citrix Systems, Inc., retiring in December 2022. Mr. Calderoni was appointed Interim President and CEO at Citrix in October 2021. Mr. Calderoni was the Executive Chairman at Citrix from July 2015 to December 2018. From October 2015 to January 2016, Mr. Calderoni served as the interim Chief Executive Officer and President of Citrix. Prior to that, he was President of SAP AG’s cloud business following SAP’s October 2012 acquisition of Ariba, Inc., a leading provider of cloud software solutions where he served as Chairman and Chief Executive Officer. Prior to the acquisition, Mr. Calderoni served as Chief Executive Officer and a member of the Board of Directors of Ariba from October 2001 until the company was acquired, and he also served as Ariba’s Chairman of the Board of Directors from July 2003 until the acquisition date. Before becoming Chief Executive Officer of Ariba, Mr. Calderoni served as Ariba’s Chief Financial Officer from January 2001 to October 2001. Prior to joining Ariba, Mr. Calderoni was Chief Financial Officer at Avery Dennison Corporation, a global manufacturing company. He also held numerous senior financial executive positions at major technology companies, including Senior Vice President Finance at Apple Inc., and Vice President Finance at IBM. Mr. Calderoni is also President of Sobe Capital Advisors, Inc. As a former senior executive officer of Citrix, SAP and Ariba, Mr. Calderoni provides our Board with extensive and relevant leadership and international operations experience in the technology industry. In addition, Mr. Calderoni is well-qualified to serve as Chairman of the Board as a result of his over 20 years of experience as a finance executive, including his past service as the Chief Financial Officer of two publicly traded technology companies. As a current Board member of one other public company, Mr. Calderoni also has familiarity with a range of corporate governance issues. Other U.S. Public Company Boards: | | | Hewlett Packard Enterprise Company (since 2025) Ansys, Inc. (2020 to 2025) Citrix Systems, Inc. (2014 to 2022) |

  8. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Tracy Embree |

  9. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Director Since: 2025 Age: 53 Board Committees: Compensation and Talent | Background Ms. Embree is the former President of Otis Americas, a division of Otis Worldwide Corporation (“Otis”), the world’s leading elevator and escalator manufacturing, installation and service company, having served in that role from October 2023 to April 2025. Prior to joining Otis, Ms. Embree spent 23 years with Cummins Inc. in various global leadership roles, including President of the Distribution Business. Ms. Embree has served on the Boards of Directors for Lennox International Inc. since June 2025 and Kirby Corporation since 2026, and previously served on the Board for Louisiana-Pacific Corporation from February 2016 to May 2025. Ms. Embree holds a bachelor’s degree in chemical engineering from Massachusetts Institute of Technology and an MBA from Harvard Business School. Ms. Embree’s qualifications for Board service include her extensive experience in industrial strategy, emerging technologies, sustainable solutions and operational expertise. Other U.S. Public Company Boards: | | | Lennox International Inc. (since 2025) Kirby Corporation (since 2026) Louisiana-Pacific Corporation (2016 to 2025) |

  10. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Jeneanne Hanley |

  11. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Director Since: 2019 Age: 53 Board Committees: Compensation and Talent | Background Ms. Hanley held various positions at Lear Corporation, a designer and manufacturer of automotive seating systems and electrical distribution systems and related components, from 1994 until January 2019, most recently serving as Senior Vice President and President of the E-Systems Division. Other positions at Lear Corporation she held included Corporate Vice President, Global Surface Materials, Corporate Vice President, Americas Seating Business Unit and Vice President, Global Strategy and Business Development. Ms. Hanley also serves on the Board of Directors of Tenneco Inc. Ms. Hanley earned her bachelor’s degree in mechanical engineering in 1994 and her master’s degree in business administration in 2000 from the University of Michigan. Ms. Hanley possesses significant operating and leadership skills, including extensive experience in electrical distribution systems and electronic modules used in the automotive industry. She offers significant experience pairing business strategy with organizational strategy in a complex global industry. Other U.S. Public Company Boards: QuantumScape Corporation (since 2021) |

  12. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Kevin Kennedy |

  13. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Director Since: 2007 Age: 70 Board Committees: Audit (Chair) Nominating and Governance | Background Mr. Kennedy most recently served as Chairman of the Board of Directors of Quanergy Systems, Inc., a leading provider of LiDAR sensors, from March 2020 to December 2023. He previously served as the Chief Executive Officer of Quanergy from January 2020 to December 2022. In December 2022 Quanergy filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. From July 2018 through March 2020, Mr. Kennedy was a senior managing director at Blue Ridge Partners, a consulting firm that advises companies on accelerating profitable revenue growth. Prior to that, Mr. Kennedy served as President, Chief Executive Officer and member of the Board of Directors of Avaya Inc., a leading global provider of business communications applications, systems and services, positions he held from January 2009 to October 2017. In January 2017, Avaya Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of New York. Prior to joining Avaya, Mr. Kennedy was Chief Executive Officer of JDS Uniphase Corporation, a provider of optical products and test and measurement solutions for the communications industry, from September 2003 to December 2008, also serving as JDS Uniphase’s President from March 2004 to December 2008. From 2001 to 2003, he served as Chief Operating Officer of Openwave Systems, Inc., a provider of software solutions for the communication and media industries. Previously, Mr. Kennedy spent nearly eight years at Cisco Systems, Inc. and 17 years at Bell Laboratories. In 1987, Mr. Kennedy was a Congressional Fellow to the U.S. House of Representatives on Science, Space and Technology. In January 2012, Mr. Kennedy was appointed to the President’s National Security Telecommunications Advisory Committee by former President Barack Obama. Mr. Kennedy holds a Carnegie Mellon University Software Engineering Institute CERT Certificate for Cybersecurity Oversight. As a member of the Boards of Directors of Digital Realty Trust, Inc. and UL Solutions Inc., and a former senior executive at Avaya, JDS Uniphase, Quanergy and Openwave, Mr. Kennedy possesses a vast amount of leadership and operational experience with companies in high technology industries. Also, as the holder of a Ph.D. degree in engineering from Rutgers University, a member of President Obama’s National Security Telecommunications Advisory Committee, a former Congressional Fellow to the U.S. House of Representatives Committee on Science, Space and Technology, and the author of more than 30 papers on computational methods, data networking and technology management, Mr. Kennedy offers relevant expertise in a broad range of technology matters. Specifically, Mr. Kennedy has been associated with over 150 M&A transactions as part of building large and growing organizations. In addition, as a result of his experience on the Boards of Directors of several public companies, Mr. Kennedy offers our Board a deep understanding of corporate governance matters. Other U.S. Public Company Boards: | | | | Digital Realty Trust, Inc. (since 2013) UL Solutions Inc. (since 2020) | Maxeon Solar Technologies, Ltd. (2020 to 2022) Quanergy Systems, Inc. (2020 to 2023) |

  14. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Michael McMullen |

  15. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Director Since: 2023 Age: 65 Board Committees: Compensation and Talent (Chair) Nominating and Governance | Background Mr. McMullen is the former Chief Executive Officer and President of Agilent Technologies (“Agilent”), a global leader in life sciences, diagnostics and applied chemical markets, providing application focused solutions that include instruments, software, services and consumables for the entire laboratory workflow, roles he held since 2015 and 2014, respectively, until his retirement in May 2024. Mr. McMullen then served as a senior advisor to Agilent from May 2024 to October 2024. In his over forty-year career at Agilent and its predecessor, Hewlett-Packard Company, Mr. McMullen held numerous leadership positions, including Chief Operating Officer from 2014 to 2015, and Senior Vice President, Agilent and President, Chemical Analysis Group from 2009 to 2014. Prior to that, he served in various capacities for Agilent, including Vice President and General Manager of the Chemical Analysis Solutions Unit of the Life Sciences and Chemical Analysis Group and Country Manager for Agilent’s China, Japan and Korea Life Sciences and Chemical Analysis Group. Prior to that, Mr. McMullen served as Controller for the Hewlett-Packard Company and Yokogawa Electric Joint Venture from 1996 to 1999. Mr. McMullen has served as a member of the Board of Directors of Bristol-Myers Squibb Company since 2024. As the former President and Chief Executive Officer of Agilent, Mr. McMullen brings to the Board extensive leadership experience, driving growth at a global scale in complex multinational equipment businesses. His experiences will provide valuable insight into challenges faced by a technology company with an international presence. Other U.S. Public Company Boards: | | | Bristol-Myers Squibb Company (since 2024) Agilent Technologies, Inc. (2015 to 2024) Coherent, Inc. (2018 to 2022) |

  16. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Victor Peng |

  17. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Director Since: 2019 Age: 66 Board Committees: Compensation and Talent | Background Mr. Peng has served as Chief Executive Officer of PsiQuantum, a private company founded in 2016 that builds thousands of wafers of quantum chips in a tier-1 foundry, operates cryogenic cabinets designed to support hundreds of chips, and is optimizing fault-tolerant algorithms that will solve valuable problems using its first-generation computers, since February 2026. He previously served as President, Adaptive and Embedded Computing Group at Advanced Micro Devices, Inc. (“AMD”) from February 2023 until his retirement in August 2024. Mr. Peng rejoined AMD in 2022 after 14 years at Xilinx, most recently serving as its President, Chief Executive Officer and member of the Board of Directors. Mr. Peng has over 40 years of experience defining and delivering leadership technologies across FPGAs, SoCs, GPUs and high-performance CPUs. Mr. Peng serves on the Boards of Directors of PsiQuantum and Microchip Technology, Inc. During his tenure as Chief Executive Officer of Xilinx, Mr. Peng solidified Xilinx’s leadership as the number 1 provider of FPGAs and Adaptive SoCs and led the development of Xilinx’s strategic growth strategy. Mr. Peng oversaw Xilinx’s transformation from a silicon to platform solutions provider, including the introduction of the industry’s first Adaptive Compute Acceleration Platforms with the launch of the Versal ACAP family, a new line of Alveo data center accelerator cards, and a unified software suite that simplifies the development of software and accelerated applications on Xilinx products. In his previous role as Chief Operating Officer, Mr. Peng managed Global Sales, Product and Vertical Marketing, Product Development, and Global Operations and Quality. Prior to that, he served as Executive Vice President and General Manager of Products, leading the definition, development, and marketing for the company’s portfolio of products and differentiated technologies. Prior to joining Xilinx, Mr. Peng worked at AMD as Corporate Vice President of silicon engineering for the Graphics Products Group and led the central silicon engineering team supporting graphics, game console products, and CPU chipsets. Prior to that, Mr. Peng held executive and engineering leadership roles at TZero Technologies, MIPS Technologies, SGI, and Digital Equipment Corp. Mr. Peng holds four U.S. patents. He earned a Bachelor’s degree in Electrical Engineering from Rensselaer Polytechnic Institute and holds a Master’s degree also in Electrical Engineering from Cornell University. As the current Chief Executive Officer of PsiQuantum, the former President, Adaptive, Embedded, and AI Group, of AMD, a current member of the Boards of Directors of PsiQuantum, Microchip Technology, Inc., and Rambus, Inc. and with his over 30 years of experience in the semiconductor industry, Mr. Peng provides our Board with extensive and relevant leadership and international operations experience. Other U.S. Public Company Boards: Microchip Technology, Inc. (since 2025) Rambus, Inc. (since 2026) Xilinx, Inc. (2017 to 2022) |

  18. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Jamie Samath |

  19. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Director Since: 2025 Age: 56 Board Committees: Audit | Background Mr. Samath is Executive Vice President, Chief Financial Officer and Enterprise Technology Leader at Intuitive Surgical, Inc., a global technology leader in minimally invasive care and the pioneer of robotic-assisted surgery. At Intuitive, Mr. Samath leads a multi-faceted organization where he oversees information technology, real estate and workplace services, purchasing, and finance. In his 13 years with Intuitive, Mr. Samath has held various roles, including Senior Vice President of Finance, Corporate Controller and Principal Accounting Officer. Prior to joining Intuitive, Mr. Samath was Vice President Finance, Corporate Controller and Principal Financial Officer at Atmel Corporation, and served in various finance roles at National Semiconductor Corporation. Mr. Samath earned his bachelor’s degree in Business Studies from London Metropolitan University and was certified as a Certified Public Accountant (inactive). Mr. Samath’s extensive experience as a finance executive for a leading technology company and experience managing the internal audit and financial operations functions brings an important and valuable perspective to our Board and Audit Committee. His experiences also provide valuable insight into challenges faced by technology companies. Other U.S. Public Company Boards: None |

  20. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Susan Taylor |

  21. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Director Since: 2025 Age: 57 Board Committees: Audit | Background Ms. Taylor served as Chief Accounting Officer of Meta Platforms, Inc., a social media and technology company, from April 2017 until June 2023. From 2012 to 2017, Ms. Taylor served as Vice President, Controller, and Chief Accounting Officer of LinkedIn Corporation, a professional social networking company. From 2009 to 2012, Ms. Taylor served as the Vice President, Controller, and Chief Accounting Officer of Silver Spring Networks, Inc., a provider of networking solutions. From 2008 to 2009, Ms. Taylor served as the Senior Director, Accounting Policy of Yahoo! Inc. Prior to Yahoo!, Ms. Taylor spent over thirteen years at PricewaterhouseCoopers, a global professional services accounting firm, in various roles within the firm’s assurance practice. Ms. Taylor has served on the Boards of Directors of Everpure, Inc. (formerly Pure Storage, Inc.) since 2018 and Pattern Group, Inc. since 2025. Ms. Taylor received a Bachelor of Commerce degree from the University of Toronto and is a Certified Public Accountant (inactive) in California. Ms. Taylor’s extensive leadership and financial experience at major social media networks, cloud, data and software companies, as well as her knowledge of accounting, internal controls and financial reporting and experience in scaling operations in support of global businesses brings an important and valuable perspective to our Board and Audit Committee. Her experiences also provide valuable insight into challenges faced by technology companies. Other U.S. Public Company Boards: Everpure, Inc. (formerly Pure Storage, Inc.) (since 2018) Pattern Group, Inc. (since 2025) |

  22. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Richard Wallace |

  23. NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING

    | Director Since: 2006 Age: 66 Board Committees: None | Background Mr. Wallace currently serves as our President and Chief Executive Officer. He has been our Chief Executive Officer since January 2006 and has also served as our President since November 2008. He began at KLA Instruments in 1988 as an applications engineer and has held various general management positions throughout his 38 years with us, including positions as President and Chief Operating Officer from July 2005 to December 2005, Executive Vice President of the Customer Group from May 2004 to July 2005, and Executive Vice President of the Wafer Inspection Group from July 2000 to May 2004. Earlier in his career, he held positions with Ultratech Stepper and Cypress Semiconductor. Mr. Wallace previously served as a member of the Board of Directors of SEMI (Semiconductor Equipment and Materials International), a prominent industry association, including as SEMI’s Chairman of the Board. He earned his bachelor’s degree in electrical engineering from the University of Michigan and his master’s degree in engineering management from Santa Clara University, where he also taught strategic marketing and global competitiveness courses after his graduation. As our President and Chief Executive Officer and a KLA employee for 38 years, Mr. Wallace brings to the Board extensive leadership and semiconductor industry experience, including a deep knowledge and understanding of our business, operations and employees, the opportunities and risks faced by KLA, and management’s strategy and plans for accomplishing our goals. In addition, Mr. Wallace’s current service as a member of the Boards of Directors of KLA and Marvell Technology, Inc., and his prior service as a member of the Boards of Directors of Splunk, NetApp and Proofpoint give him a strong understanding of his role as a Director and a broad perspective on key industry issues and corporate governance matters. Other U.S. Public Company Boards: Marvell Technology, Inc. (since 2024) Splunk, Inc. (2022 to 2024) Proofpoint, Inc. (2017 to 2021) |

  24. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  25. Our Fiscal Year 2026 Director Compensation Program

    Our Fiscal Year 2026 Director Compensation Program Non-employee members of the Board (“Outside Directors”) receive a combination of equity and cash compensation as approved by the Compensation and Talent Committee (or, in the case of the compensation of the Chairman of the Board, as recommended by the Compensation and Talent Committee and approved by the Board). Equity compensation to Outside Directors is provided under our 2023 Incentive Award Plan (“2023 Plan”), which has been approved by our stockholders. Retainers and committee fees are paid in quarterly cash installments (unless the applicable director elects to defer such cash payments, as described below). The following table presents the key features of our fiscal year 2026 Outside Director compensation program:

  26. Our Fiscal Year 2026 Director Compensation Program

    | COMPENSATION ELEMENT | FISCAL YEAR 2026 PROGRAM | | Cash Compensation | | | Standard annual cash retainer | $110,000 | | Committee member additional annual cash retainers (including Committee Chair) | $15,000 for Audit Committee $15,000 for Compensation and Talent Committee $15,000 for Nominating and Governance Committee | | Committee Chair additional annual cash retainers | $30,000 for Audit Committee $30,000 for Compensation and Talent Committee $30,000 for Nominating and Governance Committee | | Annual cash retainer for non-executive Chairman (in lieu of standard retainer) | $190,000 | | Reimbursement for reasonable meeting attendance expenses | Included |

  27. Our Fiscal Year 2026 Director Compensation Program

    | Equity Compensation | | | Market value of standard restricted stock unit (“RSU”) award granted at annual meeting | $250,000 (to be granted at the Annual Meeting); dividend equivalents payable upon vesting | | Market value of non-executive Chairman RSU award granted at annual meeting in lieu of standard RSU award | $330,000 (to be granted at the Annual Meeting); dividend equivalents payable upon vesting | | Vesting period of Outside Director RSUs | Awards vest in full annually; shares immediately issued upon vesting |

  28. Our Fiscal Year 2026 Director Compensation Program

    Other than as described above, members of the Board do not receive any additional compensation for their services as directors. The Board will separately determine the compensation payable to Outside Directors for service on special purpose committees of the Board, if such committees are created. If a new Outside Director joins the Board after the date of an annual meeting of stockholders, his or her first RSU award will be granted at the time or promptly after he or she joins the Board and will be prorated to take into account the period of time from the last annual meeting of stockholders to the date the new Outside Director joined the Board. Under the Outside Director compensation program, the RSU awards granted to our Outside Directors are issued with “dividend equivalent” rights pursuant to our 2023 Plan. Dividend equivalent rights entitle the recipient to receive credits, payable in cash, equal to the cash dividends that would have been received on the shares of our Common Stock had the shares subject to the RSUs been issued and outstanding on the dividend record date. The dividend equivalents are only payable to the recipient upon vesting and settlement of the underlying award. We have had in effect since 2008 a policy of providing prorated vesting acceleration of RSUs held by Outside Directors who are in good standing, whose service on the Board terminates before their RSUs are vested and who, at the time of termination, have served on the Board for six years.

  29. Director Compensation Table

    Director Compensation Table The following table sets forth certain information regarding the compensation earned by or awarded to each Outside Director during fiscal year 2026. In footnote (2) to the table below, the share amounts give effect to the Stock Split, as described in the “Executive Summary” to the “Compensation Discussion and Analysis” section of this Proxy Statement.

  30. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Robert Calderoni | 250,000 | 329,998 | - | 3,118 | 583,116 | | Jason Conley | 93,750 | 250,000 | - | - | 343,750 | | Tracy Embree | 93,750 | 250,000 | - | - | 343,750 | | Jeneanne Hanley | 125,000 | 250,000 | - | 2,520 | 377,520 | | Emiko Higashi(5) | 62,500 | - | - | 2,520 | 65,020 | | Kevin Kennedy | 170,000 | 250,000 | - | 2,520 | 422,520 | | Michael McMullen | 158,750 | 250,000 | - | 2,520 | 411,270 | | Gary Moore(5) | 85,000 | - | - | 2,520 | 87,520 | | Victor Peng | 125,000 | 250,000 | - | 2,520 | 377,520 | | Jamie Samath | 125,000 | 250,000 | - | 661 | 375,661 | | Susan Taylor | 125,000 | 250,000 | - | 631 | 375,631 |

  31. Director Compensation Table

    (1) The amounts set forth in this column represent cash fees earned by each Outside Director during fiscal year 2026, regardless of whether the fees were actually paid during the fiscal year. (2) The amounts shown represent the aggregate grant date fair value of RSUs awarded to each Outside Director during fiscal year 2026, computed in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, referred to in this Proxy Statement as ASC 718 (except that the fair values set forth above have not been reduced by the Company’s estimated forfeiture rate). The ASC 718 grant date fair value of each RSU award was calculated based on the fair market value of our Common Stock on the award date. For further discussion regarding the assumptions used in calculating the grant date fair value for RSUs, please refer to Note 1 to the Company’s consolidated financial statements in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, filed with the SEC on August 6, 2026. On November 5, 2025, each Outside Director then in office was granted an award of RSUs covering 2,037.320 shares of our Common Stock (other than Mr. Calderoni who, as Chairman of the Board, received an award of RSUs covering 2,567.020 shares on November 5, 2025 and an award of RSUs covering 112.690 shares on February 5, 2026, as described above under the heading “Our Fiscal Year 2026 Director Compensation Program”). Because Ms. Higashi’s and Mr. Moore’s service on the Board ended on November 5, 2025, they did not receive an RSU award in fiscal year 2026. The following table shows, for each Outside Director, the aggregate number of unvested shares of our Common Stock underlying all outstanding RSUs held by that Outside Director then in office as of June 30, 2026:

  32. Director Compensation Table

    | Name | Aggregate Number of Unvested Shares of Common Stock Underlying Director RSU Awards as of June 30, 2026 | | Robert Calderoni | 2,679.710 | | Jason Conley | 2,037.320 | | Tracy Embree | 2,037.320 | | Jeneanne Hanley | 2,037.320 | | Kevin Kennedy | 2,037.320 | | Michael McMullen | 2,037.320 | | Victor Peng | 2,037.320 | | Jamie Samath | 2,037.320 | | Susan Taylor | 2,037.320 |

  33. Director Compensation Table

    (3) As noted above, of the Outside Directors serving during fiscal year 2026, only Ms. Taylor participated in our EDSP during fiscal year 2026. We have concluded that, because the EDSP earnings correspond to the actual market earnings on a select group of investment funds available under the EDSP, no portion of our Outside Directors’ earnings under the EDSP is “above market” or “preferential.” Accordingly, we do not report any portion of our Outside Directors’ earnings under the EDSP in the Director Compensation Table. Ms. Taylor’s investment earnings (loss) under the EDSP during fiscal year 2026 was $11,579. (4) Represents dividend equivalents paid upon the vesting of RSUs during fiscal year 2026. (5) Ms. Higashi’s and Mr. Moore’s service as an Outside Director and member of the Board ended on November 5, 2025. Our Corporate Governance Practices At KLA, we believe that strong and effective corporate governance procedures and practices are an extremely important part of our corporate culture. In that spirit, we have summarized several of our corporate governance practices below.

  34. Named Executive Officers

    | COMPENSATION PHILOSOPHY AND DESIGN PRINCIPLES | | | | | Executive compensation should be designed to: | | | | | | Attract, retain and reward executives who contribute to our overall success by offering compensation packages that are competitive with those offered by other employers with which we compete for talent. | | Achieve a balance and alignment between (i) performance-based compensation that rewards corporate and individual achievement and stockholder value creation, and (ii) compensation that supports our long-term retention efforts. | | This philosophy is reflected in the following design principles: | | | | | | In addition to a competitive base salary, a substantial portion of the executives’ potential cash compensation is tied to a short-term incentive bonus plan that rewards corporate and individual achievement of challenging performance goals. | | The program also provides two types of long-term compensation: (i) performance-based restricted stock unit awards covering shares of our Common Stock (“PRSUs”), which provide additional compensation as a reward for achievement of corporate performance goals and which, if earned, include service-vesting requirements, and (ii) service- based restricted stock unit awards covering shares of our Common Stock (“RSUs”) with vesting conditioned only upon continued service. |

  35. Compensation and Talent Committee Decision Making – Approval Procedures Overview and Market Data

    Compensation and Talent Committee Decision Making – Approval Procedures Overview and Market Data The Compensation and Talent Committee takes a broad-based approach in evaluating and making decisions with respect to executive compensation. The charter of the Compensation and Talent Committee gives the Compensation and Talent Committee full authority to determine the compensation of our executive officers (including our NEOs), other than the Chief Executive Officer, for whom the Compensation and Talent Committee makes recommendations to the Outside Directors for approval. Advisor to the Compensation and Talent Committee The Compensation and Talent Committee retains Semler Brossy Consulting Group, LLC (“Semler Brossy”), an independent compensation consultant, to provide the Compensation and Talent Committee with independent, objective analysis and advice on executive officer and director compensation matters. Semler Brossy reports directly to the Chair of the Compensation and Talent Committee and, aside from its support of the Compensation and Talent Committee, performed no other work for the Company during fiscal year 2026. Semler Brossy generally attends all meetings of the Compensation and Talent Committee in which evaluations of the effectiveness of overall executive compensation programs are conducted or in which compensation for executive officers is analyzed or approved. During fiscal year 2026, Semler Brossy’s duties included providing the Compensation and Talent Committee with relevant market and industry data and analysis, as well as preparing and reviewing materials for the Compensation and Talent Committee’s meetings. In fulfilling these duties, Semler Brossy met, as needed and at the direction of the Compensation and Talent Committee, with our Chief Executive Officer, Chief Human Resources Officer and other executive officers and members of our Human Resources department. The Compensation and Talent Committee, in conducting its annual assessment in fiscal year 2026, determined that Semler Brossy was independent and did not have any conflicts of interest. Approval Procedures During multiple meetings (both with and without management present) and with the assistance of Semler Brossy, the Compensation and Talent Committee engaged in extensive deliberation in developing the fiscal year 2026 executive compensation program, seeking to establish compensation packages and target performance levels aimed at rewarding strong future financial performance and our long-term success. The Compensation and Talent Committee’s deliberations for all executive officers looked at a broad range of market data (described below), individual performance reviews and total compensation reports for each officer, the historically cyclical nature of our business, internally appropriate levels and targets relative to the officer’s role, and initial package recommendations from management informed by market data provided by Semler Brossy. With regard to our 2025 Executive Incentive Plan (“2025 Bonus Plan”) and the fiscal year 2026 PRSUs granted to our NEOs, the proposed financial metrics and payout percentage recommendations were developed by management and approved by the Compensation and Talent Committee, with review and guidance from Semler Brossy. With respect to the compensation of our Chief Executive Officer (Mr. Wallace), the Compensation and Talent Committee considered recommendations prepared by Semler Brossy. Following extensive deliberation, the Compensation and Talent Committee recommended Mr. Wallace’s proposed fiscal year 2026 target compensation opportunities and RSU and PRSU grants for approval by the Outside Directors. The Outside Directors then discussed and, in August 2025, approved Mr. Wallace’s fiscal year 2026 target compensation opportunities and PRSU and RSU grants as recommended. Mr. Wallace was not present and did not participate in the discussions regarding his own compensation. For the other NEOs, the Compensation and Talent Committee, after considering the performance reviews and recommendations of Mr. Wallace, as well as extensive comparative compensation data provided by Semler Brossy, approved the fiscal year 2026 target compensation opportunities and PRSU and RSU grants for the other NEOs in August 2025. In each case, when establishing each element of compensation and the overall target compensation opportunities for the NEOs, the Compensation and Talent Committee and the Outside Directors exercised their judgment based upon the data provided, and no specific formula was applied to determine the weight of each data point. Market Data Our ability to continue to attract and retain outstanding contributors, including our core executive team, is essential to our continuing success. Therefore, the Compensation and Talent Committee reviews several different data sources (including Radford survey data for our industry peer group, as well as the broader technology market) to assess whether we are offering compensation opportunities that are competitive with those offered by other employers seeking to attract the same talented individuals. The industry peer group is comprised of U.S. publicly traded companies primarily in the semiconductor and semiconductor equipment industries that had at least 0.33x the Company’s trailing four-quarter revenues and at least 0.2x the Company’s 200-day average market capitalization value. Additionally, the peer group is reviewed to remove companies that we feel are too large to provide meaningful comparison. Below is the list of industry peer group companies used in developing our fiscal year 2026 program:

  36. Compensation and Talent Committee Decision Making – Approval Procedures Overview and Market Data

    | Advanced Micro Devices, Inc. | Keysight Technologies, Inc. | MKS Inc. | Skyworks Solutions, Inc. | | Analog Devices, Inc. | Lam Research Corporation | NXP Semiconductors, N.V. | Texas Instruments Incorporated | | Applied Materials, Inc. | Marvell Technology Inc. | ON Semiconductor Corp. | | | Corning Incorporated | Microchip Technology, Inc. | Qorvo, Inc. | | | GLOBALFOUNDRIES Inc. | Micron Technology, Inc. | Qualcomm Incorporated | |

  37. Compensation and Talent Committee Decision Making – Approval Procedures Overview and Market Data

    The Compensation and Talent Committee, in consultation with Semler Brossy, periodically reviews and, as appropriate, may approve changes to the list. The peer group for 2026 added NXP Semiconductors, N.V. and Qualcomm Incorporated and removed Broadcom, Inc., NVIDIA Corporation and Teradyne, Inc. When assessing our fiscal year 2026 executive compensation program, the Compensation and Talent Committee reviewed information developed by Semler Brossy regarding the compensation levels, programs and practices of our industry peer group to obtain comparative data and identify compensation trends and practices. Though the Compensation and Talent Committee referred to percentile data in its analysis, as well as allocations between annual and long-term compensation, the Compensation and Talent Committee did not employ specific equations for determining compensation amounts based on such data. Rather, the Compensation and Talent Committee’s emphasis was on establishing compensation packages for the executive officers that would be competitive with those offered by other employers in our industry, appropriately reflect each executive officer’s skill set and experience, drive performance and encourage retention of top performers.

  38. KEY PAY PRACTICES IN OUR EXECUTIVE COMPENSATION PROGRAM AND LAST YEAR’S “SAY ON PAY” VOTE

    | What We Do | | What We Don’t Do | | | | Pay for performance: We have a pay for performance focus with a majority of our NEOs’ cumulative annual target compensation in the form of performance-based annual cash bonuses and PRSUs, tied to challenging metrics that reflect and are key to the growth and profitability of our business and promote alignment between executive and stockholder economic interests. | | No automatic salary increases: We do not guarantee automatic salary increases for our executive officers. | | | Different metrics in short- and long-term incentive plans: The metrics used for our annual cash bonus program (i.e., Operating Margin Dollar achievement and corporate balanced scorecard assessment) are different from those used for our PRSUs (i.e., Relative Free Cash Flow Margin (as defined below) and non-GAAP EPS (as defined below)). | | No hedging and pledging: We prohibit officers, directors and employees from hedging against our stock or pledging our stock. | | | Long-term incentive alignment: Our annual RSUs vest equally over a four-year period from the grant date. Our annual PRSUs granted prior to fiscal year 2025 vest over a four-year period, with 50% vesting on the later of the third anniversary of the grant date and the date that the performance conditions have been determined to have been satisfied and 50% vesting on the fourth anniversary of the grant date. Our annual PRSUs granted in fiscal years 2025 and 2026 vest 100% on the later of the third anniversary of the grant date and the date that the performance conditions have been determined to have been satisfied. Our EPS Awards have a custom vesting schedule. | | No single-trigger change of control: We only offer “double trigger” change of control benefits. | | | Stock ownership guidelines: We impose stock ownership guidelines on all executive officers and Outside Directors. | | No gross-ups: We do not provide tax gross-up provisions on any change of control, severance or other payments related to executive terminations. | | | Clawbacks: We maintain an SEC- and NASDAQ-compliant clawback policy for recovery of any erroneously awarded incentive compensation in the event of a financial restatement. | | No excessive perquisites: It is our policy to strictly limit the use and value of perquisites. | | | Compensation consultant: The Compensation and Talent Committee retains and regularly consults with an independent compensation consultant to advise on our executive compensation program and practices. | | No dividends prior to vesting: We do not pay dividends on RSUs or PRSUs until the awards vest and then only on the portion that vests. |

  39. Short-Term Executive Incentive Bonus Plan

    Short-Term Executive Incentive Bonus Plan Our annual Executive Incentive Plan (our “Bonus Plan”) is intended to motivate our senior executives, including our NEOs, to achieve short-term corporate objectives by providing a competitive cash bonus, which is earned based upon the achievement of pre-determined Company performance goals, relating to Operating Margin Dollar (as defined below), the Company’s “balanced scorecard” objectives (as described below) and individual performance. Under our Bonus Plan, which operates on a calendar-year basis consistent with our operating plan, participating executives are eligible to earn up to 200% of the applicable executive’s target bonus opportunity based on the level of attainment of performance goals during the relevant calendar year. During our fiscal year 2026, our NEOs participated in our 2025 Bonus Plan from July 1, 2025 through December 31, 2025, and in our 2026 Bonus Plan from January 1, 2026 through June 30, 2026. The 2026 Bonus Plan is substantially identical to the 2025 Bonus Plan, other than with respect to Operating Margin Dollar target levels of performance and the related payout percentages. Plan Design and Performance Metrics We used Operating Margin Dollar achievement as a key performance metric in our calendar year 2025 Bonus Plan because we believe that it reflects several important competitive and business elements, such as product acceptance, market share and cost discipline, and is therefore a very good barometer of our overall performance. For our calendar year 2025 Bonus Plan, “Operating Margin Dollar” represents our total revenues less total costs of revenues, research and development expenses and selling, general and administrative expenses, other than expenses related to acquisitions, goodwill impairment, severance and merger-related items. In addition to Operating Margin Dollar achievement, payouts under the 2025 Bonus Plan are also determined in part by a “balanced scorecard” rating awarded by the Compensation and Talent Committee, which is designed to measure our progress based on financial and non-financial metrics related to operational excellence, customer focus, growth and talent management. The use of the balanced scorecard is designed to ensure that the quality of our operating results is high and that those results support the sustainability of our business model. We believe that the balanced scorecard’s use of broad measures of financial and strategic success closely aligns with the interests of our executive officers with those of our stockholders. The balanced scorecard is tracked throughout the year by the Board, and then formally reviewed by the Compensation and Talent Committee and the Board following the conclusion of the applicable calendar year for assessment of the Company’s success in achieving its annual strategic goals. For calendar year 2025, the corporate goals and objectives were set at levels that the Compensation and Talent Committee believed would be challenging to achieve based on our historical and anticipated performance and the then-prevailing macroeconomic conditions. For 2025, we, together with industry analysts covering the semiconductor and semiconductor capital equipment industries, anticipated wafer-fabrication equipment (“WFE”) to be modestly higher than 2024 due to increased capital expenditures to support artificial intelligence, modest growth in the mobile and personal computer sectors and advanced node progress, offset in part by geopolitical and trade headwinds, weakness in the automotive and industrial sectors, and investment pushouts by certain foundry/logic customers. While the Operating Margin Dollar and many of the “balanced scorecard” metrics are quantitative in nature, some are qualitative and, therefore, introduce a degree of judgment into the bonus determination process. This structure of using both Operating Margin Dollar achievement and the balanced scorecard is intended to ensure that bonus payouts not only reflect the Company’s achievement of specific levels of Operating Margin Dollars, but also the level of management performance necessary to continue to achieve those results over the long term. The 2025 Bonus Plan also contains an element of an individual assessment. The Compensation and Talent Committee may increase or decrease each executive officer’s bonus amount (to the extent earned) based on a subjective assessment of the executive’s individual performance by applying a “bonus achievement percentage” multiplier. Bonus achievement percentage multipliers for individual performance can range from 80% to 120%. Following the completion of calendar year 2025, the Compensation and Talent Committee conducted a performance assessment of each executive officer (including each NEO), with input from Mr. Wallace (except with respect to his own performance), and the Outside Directors conducted a similar assessment for Mr. Wallace, in each case based on the executive officer’s leadership skills, experience and performance, including (for the NEOs) how each NEO led his or her organization as demonstrated against the key balanced scorecard objectives and goals for the NEO’s respective organization. The bonus payout for a NEO cannot exceed 200% of the NEO’s target bonus. The payout formula under the Bonus Plan was structured as follows: Payout Percentages Our 2025 Bonus Plan was structured to pay out 100% of each participating executive’s target bonus amount if we successfully achieved our target level of Operating Margin Dollar performance (subject to the applicable executive’s bonus achievement percentage multiplier). Under the 2025 Bonus Plan, we were required to achieve a threshold level of Operating Margin Dollar achievement in order for the Bonus Plan to be funded; to the extent Operating Margin Dollar was achieved below the threshold value, the applicable payout percentage would be equal to 0%. Upon achievement of that threshold level, a participant’s actual bonus amount was then determined based upon a bonus payout grid, with Operating Margin Dollar goals as the variable along one axis and, on the other axis, the “balanced scorecard” rating (which is a score awarded to the Company by the Board based on its assessment of our performance against the “balanced scorecard” metrics), as adjusted by the participant’s bonus achievement percentage multiplier. The Compensation and Talent Committee sets performance targets for the Bonus Plan in consideration of internal budgets, broader market forecasts, and prior year achievement. The maximum Operating Margin Dollar achievement was set at $6.5 billion for the calendar year ended December 31, 2025, which (if attained) would have been 48% more than the Operating Margin Dollar achievement in 2024. The 2025 Bonus Plan was structured so that, for each level of Operating Margin Dollar performance, the maximum payout would be reasonable relative to our financial results. The following examples highlight the possible funding levels for our 2025 Bonus Plan at different levels of our performance, before applying individual multipliers.

  40. Short-Term Executive Incentive Bonus Plan

    | Level of Operating Margin Dollars | Funding Level Details | | Less than $1.5 billion | No payouts would be made under the 2025 Bonus Plan if we achieved Operating Margin Dollars of less than $1.5 billion | | $1.5 billion (threshold) | Set at 30% of target Highest bonus funding level equal to 38% of the NEO’s target bonuses, if the Board awarded the Company a balanced scorecard rating of 5 (“exceptional”) | | $5.0 billion (target) | Target level of Operating Margin Dollars of $5.0 billion was approximately 14% higher than our Operating Margin Dollar performance for the prior calendar year ($4.404 billion) | | | Highest bonus funding level equal to 150% of the executive officers’ target bonuses, if the Board awarded the Company a balanced scorecard rating of 5 (“exceptional”) | | | Target bonus funding level equal to 100% of the executive officers’ target bonuses, if the Board awarded the Company a balanced scorecard rating of 3+ (“primarily meets expectations”) | | $6.5 billion (maximum) | Set at 30% higher than target Operating Margin Dollars of $6.5 billion would have surpassed any calendar year in our history | | | Highest bonus funding level equal to 200% of the executive officers’ target bonuses, if the Board awarded the Company a balanced scorecard rating of 3+ (“primarily meets expectations”) | | | Minimum bonus funding level equal to 60% of the executive officers’ target bonuses, if the Board awarded the Company a balanced scorecard rating of 1 (“opportunity for improvement”) |

  41. Short-Term Executive Incentive Bonus Plan

    In 2025, the Compensation and Talent Committee assigned weighting to the various elements on the Balanced Scorecard ranging from 10% to 40%. The Compensation and Talent Committee and the Board reviewed the following categories to determine the balanced scorecard rating for our 2025 Bonus Plan:

  42. Short-Term Executive Incentive Bonus Plan

    | Balanced Scorecard Objectives | Metrics | Weighting | Assessment | Score Given | | Financial – Top Line Performance | Revenue | 20% | Revenue finished at $12.745 billion, in excess of our internal plan for the calendar year | 4+ | | Financial – Product Differentiation | Gross Margin | 15% | Gross margin finished at 62.8%, in excess of our internal plan for the calendar year | 4+ | | Financial – Productivity | Operating Margin | 15% | Operating margin finished at 43.6%, in excess of our internal plan for the calendar year | 4+ | | Quality of Result – Market Dynamics Quality of Result – Market Leadership Quality of Result – Program Execution | Share of WFE Process Control Share Key Product Roadmap Milestones | 40% | Share of WFE finished above our internal plan for the calendar year Process control share finished consistent with our internal plan for the calendar year Program execution remained on track and critical milestones were met for certain projects | 4+ | | Human Capital – Talent | Turnover, engagement, hiring | 10% | Overall turnover and top talent turnover remained low; employee engagement scores improved; hiring goals were exceeded and average time to hire improved | 4+ |

  43. Short-Term Executive Incentive Bonus Plan

    The Board evaluated the Company’s performance with respect to the objectives described above on a scale of 1 to 5, with:

  44. Short-Term Executive Incentive Bonus Plan

    | | “1” corresponding to “opportunity for improvement,” | | | “3” corresponding to “primarily meets expectations,” and | | | “5” corresponding to “exceptional.” |

  45. Short-Term Executive Incentive Bonus Plan

    The Board awarded the Company a balanced scorecard rating of “4+” based on its assessment of our overall performance against our strategic objectives during calendar year 2025. That, combined with Operating Margin Dollar achievement of $5.556 billion in calendar year 2025 (approximately 11% above target), resulted in a funding, before applying bonus achievement percentage multipliers, of 167.6% of target bonuses under the 2025 Bonus Plan. The matrix for the 2025 Bonus Plan is set forth below.

  46. Short-Term Executive Incentive Bonus Plan

    | Calendar Year 2025 Bonus Funding Table | | | | | | | | | | | | | | Balanced Scorecard Performance | | Operating Margin Dollar ($M) Performance | | | | | | | | | | | | | | < $1,500 | $1,500 | $4,000 | $4,500 | $4,750 | $5,000 | $5,250 | $5,500 | $5,556 | $6,000 | $6,500 | | Exceptional | 5 | 0% | 38% | 107% | 120% | 143% | 150% | 158% | 195% | | | | | | 4+ | 0% | 31% | 89% | 100% | 119% | 125% | 131% | 163% | 167.6% | 200% | | | | 4 | 0% | 28% | 78% | 88% | 105% | 110% | 121% | 143% | 147.5% | 176% | | | | 3+ | 0% | 25% | 71% | 80% | 95% | 100% | 110% | 130% | 134.1% | 160% | 200% | | Primarily meets expectations | 3 | 0% | 23% | 64% | 72% | 86% | 90% | 99% | 117% | 120.7% | 144% | 180% | | | 2+ | 0% | 19% | 53% | 60% | 71% | 75% | 83% | 98% | 100.6% | 120% | 150% | | | 2 | 0% | 13% | 36% | 40% | 48% | 50% | 55% | 65% | 67.0% | 80% | 100% | | | 1+ | 0% | 10% | 28% | 32% | 38% | 40% | 44% | 52% | 53.6% | 64% | 80% | | Opportunity for improvement | 1 | 0% | 8% | 21% | 24% | 29% | 30% | 33% | 39% | 40.2% | 48% | 60% | | % of Plan | | <30% | 30% | 80% | 90% | 95% | 100% | 105% | 110% | 111% | 120% | 130% |

  47. Short-Term Executive Incentive Bonus Plan

    In addition, based on the Compensation and Talent Committee’s (or, with respect to Mr. Wallace, the Outside Directors’) assessment of each NEO’s individual performance for calendar year 2025, NEOs were awarded bonus achievement percentages ranging from 100% to 119.2%. For an NEO other than the CEO, the NEO’s bonus achievement percentage is determined by the CEO and validated by the Compensation and Talent Committee based on how effectively the NEO led his or her organization as demonstrated against the key Balanced Scorecard measures and objectives for the organization for which the NEO is responsible. The CEO’s bonus achievement percentage is determined by the Outside Directors based on leadership and the Company’s performance under its Balanced Scorecard objectives. | Executive Compensation and Other Matters Payouts The following table presents each NEO’s target bonus (as a percentage of base salary and in dollars, based on actual salary paid during the calendar year 2025 (rather than fiscal year 2026)), as well as the bonus payout percentage generated by the 2025 Bonus Plan’s payout grid, based on our performance, the bonus achievement percentage multiplier assigned to the NEO and the actual bonus amount paid to the NEO.

  48. Short-Term Executive Incentive Bonus Plan

    | Name | NEO’s 2025 Target Bonus Award Under Bonus Plan (as a Percentage of Base Salary) (1) | NEO’s Target Bonus Award Under Bonus Plan ($) | Payout Multiple Based on Company Performance (Operating Margin Dollars and Balanced Scorecard) | Bonus Achievement Percentage Assigned by Compensation and Talent Committee or the Outside Directors | Actual Bonus Payout Under 2025 Bonus Plan ($) | Actual Bonus Payout Under 2025 Bonus Plan as a Percentage of Target Bonus | | Richard Wallace | 200% | 2,569,231 | 167.6% | 119.2% | 5,132,789 | 200% | | Bren Higgins | 125% | 997,596 | 167.6% | 119.2% | 1,992,989 | 200% | | Ahmad Khan | 125% | 997,596 | 167.6% | 119.2% | 1,992,989 | 200% | | Brian Lorig | 100% | 600,000 | 167.6% | 115.0% | 1,156,440 | 193% | | Mary Beth Wilkinson | 80% | 465,231 | 167.6% | 100.0% | 779,727 | 168% |

  49. Short-Term Executive Incentive Bonus Plan

    (1) The amounts in this column represent the applicable NEO’s target bonus (stated as a percentage of the executive officer’s base salary). Under the 2025 Bonus Plan, the actual salary paid during the calendar year multiplied by (a) the payout percentage determined by the 2025 Bonus Plan’s bonus payout grid based on the Company’s performance, and (b) the NEO’s bonus achievement percentage multiplier assigned by the Compensation and Talent Committee or, in the case of Mr. Wallace, the Outside Directors, generated the executive officer’s actual bonus payment amount. Our NEOs’ target bonus opportunities are determined by our Compensation and Talent Committee (or, in the case of Mr. Wallace, by our Outside Directors) by considering each NEO’s performance, role and responsibilities at our Company. The target bonus as a percentage of base salary for the NEOs was unchanged for calendar year 2025 compared to calendar year 2024.

  50. Long-Term Incentives

    Long-Term Incentives Our annual long-term incentives for our NEOs are awarded in the form of RSUs and PRSUs, typically once per year in late July or early August, coinciding with the beginning of our fiscal year. We do not schedule our equity grants in anticipation of the release of material, non-public information (“MNPI”), nor do we time the release of MNPI based upon grant dates of equity. The Compensation and Talent Committee also does not take MNPI into account when determining the timing and terms of equity award grants. In the event MNPI becomes known to the Committee prior to granting an equity award, the Committee will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity to avoid any impropriety. Annual PRSU Awards During fiscal year 2026, we granted each of our NEOs an annual award of PRSUs, which vests based on the attainment of specified Company performance goals and service-vesting requirements. The NEOs’ fiscal year 2026 PRSUs are earned based on the Company’s Relative Free Cash Flow Margin (as defined below). “Relative Free Cash Flow Margin” means our cumulative free cash flow (cash flow provided by operations, less capital expenditures), divided by cumulative revenues, relative to the cumulative free cash flow margin for our industry peer group companies for the three years ending June 30, 2028. A determination will be made after June 30, 2028, based on the Company’s percentile performance relative to its industry peer group, regarding the percentage of the fiscal year 2026 PRSUs that have been earned. We believe that the Relative Free Cash Flow Margin metric is a key measure of our long-term performance and stockholder value creation. Our ability to generate cash from operations is essential to fund the expansive research and development efforts that are instrumental to our long-term success, as well as our efforts to return cash to stockholders. The relative nature of the metric ensures that our performance must compare favorably to our industry peer group companies for PRSUs to be earned. Any fiscal year 2026 PRSUs earned by an NEO will vest 100% on the later of three years from the date of grant and the date that the Compensation and Talent Committee, or in the case of Mr. Wallace, the Outside Directors, determine that the performance conditions have been attained, subject to continued service through the applicable vesting date. Fiscal year 2026 PRSUs are granted with dividend equivalent rights which entitle the recipient to receive credits, payable in cash or additional shares of our Common Stock, equal to the cash dividends that would have been received on the shares of our Common Stock had the shares been issued and outstanding on the dividend record date. Dividend equivalents are only paid to the recipient upon vesting or settlement of the underlying award. The following table highlights the possible payouts under the participating NEO’s fiscal year 2026 PRSUs at different levels of Company performance:

  51. Long-Term Incentives

    | Level of Relative Free Cash Flow Margin Performance | PRSU Payout Details | | Less than 30 th percentile | No shares underlying the 2026 PRSU awards will become eligible to vest if our Relative Free Cash Flow Margin is below the 30 th percentile | | 30 th percentile (Threshold) | 25% of the target number of shares underlying the 2026 PRSU awards will become eligible to vest if our Relative Free Cash Flow Margin is equal to the 30 th percentile | | 55 th percentile (Target) | Target performance level will require strong performance relative to our industry peer group and is therefore considered challenging 100% of the target number of shares underlying the 2026 PRSU awards will become eligible to vest if our Relative Free Cash Flow Margin is equal to the 55 th percentile | | 80 th percentile or above (Maximum) | Maximum performance level will require significant performance relative to the Company’s industry peer group and is therefore considered very challenging 200% of the target number of shares underlying the 2026 PRSU awards will become eligible to vest if our Relative Free Cash Flow Margin is equal to or greater than the 80 th percentile |

  52. Long-Term Incentives

    Payout will be linearly interpolated if actual results fall between the threshold and target, or the target and maximum measurement points above. The following table sets forth the threshold, target and maximum shares achievable by our NEOs with respect to their annual PRSU awards for fiscal year 2026 (rounded down to the nearest whole share). The share amounts in the table below give effect to the Stock Split.

  53. Long-Term Incentives

    | Name | Type of Grant | Target Value ($) (1) | Threshold Shares (#) | Target Shares (#) | Maximum Shares (#) | | Richard Wallace | Annual PRSU | 14,160,000 | 38,605 | 154,423 | 308,846 | | Bren Higgins | Annual PRSU | 3,350,000 | 9,133 | 36,533 | 73,066 | | Ahmad Khan | Annual PRSU | 3,350,000 | 9,133 | 36,533 | 73,066 | | Brian Lorig | Annual PRSU | 2,125,000 | 5,284 | 21,136 | 42,272 | | Mary Beth Wilkinson | Annual PRSU | 1,050,000 | 2,610 | 10,443 | 20,886 |

  54. Long-Term Incentives

    (1) The number of shares underlying our fiscal year 2026 PRSUs was determined by dividing a dollar target by the 30-day average of our closing stock price ending on the Friday prior to approval of the awards. In fiscal year 2026, the 30-day average price was 0.5% higher than the price on the date of grant, which is the price used to determine the value of the award in the “Summary Compensation Table.” Fiscal Year 2023 Annual PRSUs – Performance Criteria Satisfaction Determination The fiscal year 2023 PRSUs were earned based on our Relative Free Cash Flow Margin attained over the three-year period ended June 30, 2025. In August 2025, the Compensation and Talent Committee and, in the case of Mr. Wallace, the Outside Directors, determined the extent to which the fiscal year 2023 annual PRSUs had been earned: a 150% payout at the 75 th percentile of our industry peer group. The terms of the fiscal year 2023 annual PRSUs, including the target performance and payout level, actual results and vesting schedule, are summarized in the following table:

  55. Long-Term Incentives

    | Terms of Fiscal Year 2023 Annual PRSUs | Threshold | Target Level | Maximum Level | Actual Results | | Relative Free Cash Flow Margin performance | 30 th percentile | 55 th percentile | 75 th percentile | 75 th percentile | | Payout level as a percentage of target shares | | | | | | Vesting schedule | With respect to the earned fiscal year 2023 annual PRSUs, 50% vested in August 2025 and the remaining 50% vested in August 2026 | | | |

  56. Long-Term Incentives

    The following table sets forth the threshold, target and maximum shares achievable by the NEOs, as well as the actual number of shares earned by them, with respect to the fiscal year 2023 PRSUs (rounded down to the nearest whole share). The share amounts in the table below give effect to the Stock Split.

  57. Long-Term Incentives

    | Name | Type of Grant | Threshold Shares (#) | Target Shares (#) | Maximum Shares (#) | Actual Shares Earned (#) | | Richard Wallace | Annual PRSU | 60,360 | 241,460 | 362,190 | 362,190 | | Bren Higgins | Annual PRSU | 14,900 | 59,620 | 89,430 | 89,430 | | Ahmad Khan | Annual PRSU | 15,650 | 62,600 | 93,900 | 93,900 | | Brian Lorig | Annual PRSU | 7,450 | 29,810 | 44,710 | 44,710 | | Mary Beth Wilkinson | Annual PRSU | 5,960 | 23,850 | 35,770 | 35,770 |

  58. Long-Term Incentives

    Annual RSU Awards The Compensation and Talent Committee (or in the case of Mr. Wallace, the Outside Directors) also approved annual 2026 RSU grants to our NEOs. Each RSU award vests over four years, with 25% of the RSUs underlying the award vesting on each of the first four anniversaries of the applicable vesting commencement date, subject to continued service through the applicable vesting date. The size of the RSU and annual PRSU awards to NEOs are typically weighted equally, except in the case of Mr. Wallace, whose grants are weighted 60% annual PRSUs (at target levels) and 40% RSUs. Fiscal year RSUs are granted with dividend equivalent rights which entitle the recipient to receive credits, payable in cash or additional shares of our Common Stock, equal to the cash dividends that would have been received on the shares of our Common Stock had the shares been issued and outstanding on the dividend record date. Dividend equivalents are only paid to the recipient upon vesting or settlement of the underlying award. The following table sets forth the RSU grants for each NEO in fiscal year 2026 (rounded down to the nearest whole share). The share amounts in the table below give effect to the Stock Split.

  59. Long-Term Incentives

    | Name | Target Value ($)(1) | Shares (#) | | Richard Wallace | 9,440,000 | 102,949 | | Bren Higgins | 3,350,000 | 36,534 | | Ahmad Khan | 3,350,000 | 36,534 | | Brian Lorig | 2,125,000 | 23,174 | | Mary Beth Wilkinson | 1,050,000 | 11,451 |

  60. Long-Term Incentives

    (1) The number of shares underlying our fiscal year 2026 RSUs was determined by dividing a dollar target by the 30-day average of our closing stock price ending on the Friday prior to approval of the awards. In fiscal year 2026, the 30-day average price was 0.5% higher than the price on the date of grant, which is the price used to determine the value of the award in the “Summary Compensation Table.” Fiscal Year 2023 Complementary EPS-Based PRSU Awards – Performance Criteria Satisfaction Determination The Complementary EPS-based PRSU awards were special grants made only in fiscal year 2023. In fiscal year 2026, the second tranche of the EPS Awards (as defined and described below) was earned based on our non-GAAP diluted earnings per share (“EPS”) for the three-year performance period ended June 30, 2025. In August 2025, the Compensation and Talent Committee and, in the case of Mr. Wallace, the Outside Directors, determined that Tranche 2 of the EPS Awards had been earned at 147% of the target number of PRSUs subject to such tranche based on cumulative EPS achieved of $82.35. The terms of Tranche 2 of the EPS Awards, including the target performance and payout level, actual results and vesting schedule are summarized in the following table:

  61. Long-Term Incentives

    | Terms of Tranche 2 of Fiscal Year 2023 EPS Awards | Threshold | Target Level | Maximum Level | Actual Results | | Cumulative EPS for the three years ended June 30, 2025 | $65.88 | $77.50 | $93.00 | $82.35 | | Payout level as a percentage of target shares | 50% | 100% | 250% | 147% | | Vesting schedule | 100% of the earned Tranche 2 EPS Awards vested on June 30, 2026 | | | |

  62. Long-Term Incentives

    Payouts were linearly interpolated if actual results fell between the threshold and target, or the target and maximum levels above. For additional information on the EPS Awards, see the section below titled “Potential Payments upon Termination or Change of Control – EPS Awards.” The following table sets forth the threshold, target and maximum shares achievable by the NEOs, as well as the actual number of shares earned by them, with respect to Tranche 2 of the fiscal year 2023 EPS Awards (rounded down to the nearest whole share). The share amounts in the table below give effect to the Stock Split.

  63. Long-Term Incentives

    | Name | Type of Grant | Threshold Shares (#) | Target Shares (#) | Maximum Shares (#) | Actual Shares Earned (#) | | Richard Wallace | EPS Award | 31,450 | 62,910 | 157,270 | 92,478 | | Bren Higgins | EPS Award | 20,970 | 41,940 | 104,850 | 61,652 | | Ahmad Khan | EPS Award | 20,970 | 41,940 | 104,850 | 61,652 | | Brian Lorig | EPS Award | 8,380 | 16,770 | 41,920 | 24,652 | | Mary Beth Wilkinson | EPS Award | 8,380 | 16,770 | 41,920 | 24,652 |

  64. Long-Term Incentives

    EPS is a non-GAAP financial measure and is disclosed in our earnings releases each quarter. EPS excludes the following measures included in GAAP earnings per diluted share attributable to KLA: (i) acquisition-related charges; (ii) restructuring, severance and other charges; (iii) charges associated with redemption of debt; (iv) goodwill and intangible impairment; (v) income tax effects of non-GAAP adjustments; and (vi) discrete tax items (in each case, with such adjustments to occur in a manner materially consistent with our past practice or as a result of new laws and regulations). For purposes of calculating non-GAAP EPS, if the effective tax rate is more than (x) 1% greater than the assumed tax rate of 14% (the “Assumed Tax Rate”), then the effective tax rate used for purposes of such calculations shall equal 1% more than the Assumed Tax Rate, or (y) 1% less than the Assumed Tax Rate, then the effective tax rate used for purposes of such calculations shall equal 1% less than the Assumed Tax Rate. Dividend Equivalents. Each EPS Award entitles the NEO to receive dividend equivalents with respect to the payment of cash dividends on shares of our Common Stock having a record date on or after the grant date of the EPS Award, but before the date on which the PRSUs are settled or forfeited. The dividend equivalents will be credited in the form of cash credits, equal to the amount of cash dividends payable on the applicable date with respect to the number of shares then represented by the PRSUs, and the additional cash credits shall be subject to the same terms and conditions as the underlying EPS Award, including all applicable vesting conditions, such that no dividend equivalents shall be paid to an NEO unless and until the NEO has fully satisfied all applicable vesting conditions of the underlying EPS Award.

  65. Employee Benefits and Perquisites

    Employee Benefits and Perquisites Perquisites and Other Compensation We make only nominal use of perquisites in compensating our domestic executive officers, including our NEOs. All of our executive officers, including our NEOs, are entitled to receive Company-provided professional financial services. These services include tax planning, preparation and filing, as well as financial and estate planning services, up to a maximum cost of $20,000 per calendar year, and are provided in order to allow our executive officers to devote their fullest attention to our business and to help ensure that their tax returns comply with IRS requirements. In addition, our executive officers, including our NEOs, are eligible to participate in our 401(k) plan (including a Company matching contribution on employee 401(k) plan contributions), employee stock purchase plan, executive deferred savings plan and the other employee benefit plans sponsored by us on the same terms and conditions that are generally available to other eligible employees. Other than the benefits described above, we did not provide any other perquisites to our NEOs in fiscal year 2026. Severance Benefits and Change of Control Agreements We currently maintain two executive severance plans that provide certain compensation and benefits to our employees, including certain of our NEOs, if a participant’s employment with the Company terminates under certain specified circumstances: (i) our Amended and Restated Executive Severance Plan, adopted in 2006 (the “Original Severance Plan”), and (ii) our Amended and Restated 2010 Executive Severance Plan (the “2010 Severance Plan” and, together with the Original Severance Plan, the “Severance Plans”). At the end of fiscal year 2026, Mr. Wallace was a participant under the Original Severance Plan, and Messrs. Higgins, Khan and Lorig and Ms. Wilkinson were participants under the 2010 Severance Plan. These severance benefits and arrangements are described below in more detail under the title “Potential Payments upon Termination or Change of Control.” We believe the Original Severance Plan and the 2010 Severance Plan are important for the long-term retention of our senior executives and enhance their commitment to the attainment of our strategic objectives. These severance benefits allow the participating executives to continue to focus their attention on our business operations and strategic plans without undue concern over their own financial situation during periods when substantial disruptions and distractions might otherwise prevail. We believe that these severance benefits are fair and reasonable in light of the level of dedication and commitment the participating executive officers have rendered the Company, the contribution they have made to our growth and financial success, and the value we expect to receive from retaining their services, including during challenging transition periods in connection with a change of control. Deferred Compensation We maintain an Executive Deferred Savings Plan, a nonqualified deferred compensation plan, which enables eligible employees, including our NEOs, and directors to defer all or a portion of certain components of their compensation, with no Company match. In fiscal year 2026, Messrs. Wallace, Higgins, Khan, and Lorig had balances under our Executive Deferred Savings Plan. For further information, please see the section of this Proxy Statement entitled “Nonqualified Deferred Compensation.” We do not provide any pension benefits or any other retirement benefits to our NEOs, other than the 401(k) plan generally available to employees. Stock Ownership Guidelines; Policy Regarding Hedging There are stock ownership guidelines applicable to our executive officers (including our NEOs) and Outside Directors. Under those guidelines, our executives are expected to own KLA Common Stock having a minimum value, denominated as a multiple of their annual base salaries, as follows:

  66. Employee Benefits and Perquisites

    Unearned PRSUs do not count for purposes of measuring compliance with the ownership guidelines. The value of outstanding RSUs and PRSUs for which the performance-based vesting criteria (if any) have been achieved but for which the service-based vesting criteria have not yet been satisfied is included in measuring compliance. Each executive officer, once he or she has served in a position listed above for at least four years, is expected to comply with these guidelines. With respect to our NEOs, the Compensation and Talent Committee conducts an annual review to assess compliance with the guidelines. The table below sets forth as of June 30, 2026 our NEOs’ compliance with our stock ownership guidelines. Value is based on the per share closing price of our Common Stock on June 30, 2026 ($301.71) and the ratio is based on the annual salary rate approved during fiscal year 2026. The share amounts in the table below give effect to the Stock Split.

  67. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth certain summary information concerning the compensation earned for services rendered in all capacities to the Company and its subsidiaries by our NEOs for the following fiscal years.

  68. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation ($)(1)(3) | All Other Compensation ($)(4) | Total ($) | | (a) | (b) | (c) | (e) | (f) | (g) | (h) | | Richard Wallace President & Chief Executive Officer | 2026 | 1,285,385 | 23,473,887(5) | 5,132,789 | 62,415 | 29,954,476 | | | 2025 | 1,190,481 | 20,147,371 | 3,704,317 | 62,415 | 25,104,584 | | | 2024 | 1,129,905 | 19,695,857 | 1,978,769 | 28,434 | 22,832,965 | | Bren Higgins Executive Vice President & Chief Financial Officer | 2026 | 792,692 | 6,664,196(5) | 1,992,990 | 43,631 | 9,493,509 | | | 2025 | 750,000 | 5,494,737 | 1,433,077 | 43,631 | 7,721,445 | | | 2024 | 758,174 | 5,855,158 | 810,569 | 28,649 | 7,452,550 | | Ahmad Khan President, Semiconductor Products and Customers | 2026 | 792,692 | 6,664,196(5) | 1,992,990 | 36,492 | 9,486,370 | | | 2025 | 750,000 | 5,494,737 | 1,433,077 | 36,492 | 7,714,306 | | | 2024 | 758,174 | 5,855,158 | 810,569 | 27,509 | 7,451,410 | | Brian Lorig Executive Vice President, KLA Global Services | 2026 | 614,038 | 4,227,288(5) | 1,156,440 | 21,929 | 6,019,695 | | | 2025 | 543,654 | 3,663,158 | 775,855 | 21,929 | 5,004,596 | | | 2024 | 521,251 | 2,661,344 | 584,100 | 10,802 | 3,777,497 | | Mary Beth Wilkinson Executive Vice President, Chief Legal Officer & Corporate Secretary | 2026 | 560,000 | 2,088,778(5) | 779,727 | 35,092 | 3,463,597 | | | 2025 | 555,558 | 1,923,158 | 619,842 | 35,092 | 3,133,650 | | | 2024 | 525,000 | 2,395,612 | 495,600 | 30,132 | 3,446,344 |

  69. SUMMARY COMPENSATION TABLE

    (1) The amounts shown in column (c) for fiscal year 2026 include amounts deferred by each of our NEOs, including under our 401(k) plan, a tax-qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code, and under our EDSP, a nonqualified deferred compensation program available to our executive officers and certain other employees. (2) The amounts shown in column (d) for fiscal year 2026 represent the aggregate grant date fair value of all RSUs and PRSUs awarded to the particular NEO. For further discussion regarding the assumptions used in calculating the grant date fair value for equity awards, please refer to Note 1 to the Company’s consolidated financial statements in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, filed with the SEC on August 6, 2026. With respect to RSUs (i.e., awards issued with only service-based vesting criteria and no performance-based vesting criteria), the grant date fair value of each such RSU has been computed in accordance with the provisions of FASB Accounting Standards Codification Topic 718, referred to in this Proxy Statement as ASC 718. The ASC 718 grant date fair value of each RSU award was calculated based on the closing fair market value of our Common Stock on the applicable grant date. With respect to PRSUs (i.e., awards issued with both service-based and performance-based vesting criteria), the grant date fair value of each such award has been computed in accordance with ASC 718 based on the probable outcome (determined as of the grant date) of the performance-based conditions applicable to the awards, which is target level performance, and the closing fair market value of our Common Stock on the grant date. (3) The amounts shown in column (f) for fiscal year 2026 reflect the payments earned by each NEO under our 2025 Bonus Plan, which amounts were paid in calendar year 2026. The 2025 Bonus Plan covered, and the payments set forth in this column were earned during, calendar year 2025. The NEOs currently participate in our 2026 Bonus Plan, under which they are eligible to earn cash incentive compensation with respect to calendar year 2026. Amounts payable under our 2026 Bonus Plan will not be determinable until the conclusion of calendar year 2026 and, accordingly, will be disclosed in our Proxy Statement for fiscal year 2027. (4) The amounts presented in column (g) consist of the following for fiscal year ended June 30, 2026:

  70. SUMMARY COMPENSATION TABLE

    | Name | Company Matching Contribution to 401(k) Plan ($) | Company-Paid Financial Plan- ning and Tax Preparation Costs ($) | Long-Term Disability and Term Life Insurance Premium ($) | Other ($) | Total ($) | | Richard Wallace | 15,135 | 17,118 | 30,162 | — | 62,415 | | Bren Higgins | 18,150 | 17,118 | 8,363 | — | 43,631 | | Ahmad Khan | 14,596 | 17,118 | 4,680 | 98 | 36,492 | | Brian Lorig | 18,237 | — | 3,692 | — | 21,929 | | Mary Beth Wilkinson | 14,400 | 17,118 | 3,397 | 177 | 35,092 |

  71. SUMMARY COMPENSATION TABLE

    (5) A portion of this amount reflects the estimated fair value of annual PRSUs granted to our NEOs based on the probable outcome (determined as of the grant date) of the performance-based conditions applicable to the awards, which is target level performance and the closing fair market value of our Common Stock on the grant date. The number of shares issuable under the fiscal year 2026 annual PRSUs will be determined by the Company’s Relative Free Cash Flow Margin over the three-year period ending June 30, 2028 relative to our industry peer group. The fiscal year 2026 annual PRSUs are structured so that 100% of the target number of shares underlying the award will be earned upon achievement by KLA of a target Relative Free Cash Flow Margin performance among this peer group (the 55th percentile), and up to 200% of that target number of shares could be earned for performance at or above the 80th percentile. Because the Company’s relative performance over the three-year performance period was undeterminable as of the grant date of the annual PRSUs, the probable outcome of the performance-based conditions applicable to the awards as of the grant date, for purposes of the calculations set forth in this table, has been determined to be equal to 100% of the target number of shares underlying the applicable award. Accordingly, the amounts included in the table above attributable to annual PRSUs granted during fiscal year 2026 are as follows: (a) for Mr. Wallace, $14,084,332; (b) for Mr. Higgins, $3,332,098; (c) for Mr. Khan, $3,332,098; (d) for Mr. Lorig, $2,113,644; and (e) for Ms. Wilkinson, $1,044,389. The grant date fair value of the fiscal year 2026 annual PRSUs, if earned at their maximum, would be as follows: (a) for Mr. Wallace, $28,168,669; (b) for Mr. Higgins, $6,664,196; (c) for Mr. Khan, $6,664,196; (d) for Mr. Lorig, $4,227,288; and (e) for Ms. Wilkinson, $2,088,778. The Company’s achievement of the performance-based conditions applicable to the fiscal year 2026 annual PRSUs (and therefore the number of shares issuable under the fiscal year 2026 annual PRSUs) will be determined by the Compensation and Talent Committee (and with respect to Mr. Wallace, the Outside Directors), following the completion of fiscal year 2028.

  72. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides certain summary information concerning each grant of plan-based awards made to a NEO during the fiscal year ended June 30, 2026. No stock options or stock appreciation rights were granted to any of the NEOs during the fiscal year ended June 30, 2026. We do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards, and there were no option exercises during the fiscal year ended June 30, 2026. The share amounts in columns (f)-(i) in the table below give effect to the Stock Split.

  73. GRANTS OF PLAN-BASED AWARDS

    | | | Potential Payouts Under Non-Equity Plan Awards(1) | | | Potential Future Payouts Under Equity Incentive Plan Awards | | | | | | Name and Principal Position | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(2) | Target (#)(3) | Maximum (#)(4) | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Equity Awards ($)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Richard Wallace President & Chief Executive Officer | | 750,000 | 2,500,000 | 5,000,000 | | | | | | | | 8/7/2025(6) | | | | | | | 102,949 | 9,389,555 | | | 8/7/2025(7) | | | | 38,606 | 154,423 | 308,847 | — | 14,084,332 | | Bren Higgins Executive Vice President & Chief Financial Officer | | 290,625 | 968,750 | 1,937,500 | | | | | | | | 8/7/2025(6) | | | | | | | 36,534 | 3,332,098 | | | 8/7/2025(7) | | | | 9,133 | 36,534 | 73,068 | — | 3,332,098 | | Ahmad Khan President, Semiconductor Products and Customers | | 290,625 | 968,750 | 1,937,500 | | | | | | | | 8/7/2025(6) | | | | | | | 36,534 | 3,332,098 | | | 8/7/2025(7) | | | | 9,133 | 36,534 | 73,068 | — | 3,332,098 | | Brian Lorig Executive Vice President, KLA Global Services | | 176,250 | 587,500 | 1,175,000 | | | | | | | | 8/7/2025(6) | | | | | | | 23,174 | 2,113,644 | | | 8/7/2025(7) | | | | 5,794 | 23,174 | 46,349 | — | 2,113,644 | | Mary Beth Wilkinson Executive Vice President, Chief Legal Officer and Corporate Secretary | | 134,400 | 448,000 | 896,000 | | | | | | | | 8/7/2025(6) | | | | | | | 11,451 | 1,044,389 | | | 8/7/2025(7) | | | | 2,863 | 11,451 | 22,902 | — | 1,044,389 |

  74. GRANTS OF PLAN-BASED AWARDS

    (1) The amounts set forth in the table as “Potential Payouts Under Non-Equity Incentive Plan Awards” reflect the potential cash payouts (threshold, target and maximum) that could be earned under our calendar year 2025 and 2026 Bonus Plans. Because the NEOs participated in the calendar year 2025 Bonus Plan during the first half of fiscal year 2026 and the 2026 Bonus Plan during the second half of fiscal year 2026, the amounts under “Potential Payouts under Non-Equity Plan Awards” is apportioned 50% to the potential payouts under the calendar year 2025 Bonus Plan and 50% to the potential payouts under the calendar year 2026 Bonus Plan based on the salary rates and target bonus percentages approved for the NEO during fiscal year 2025 for the 2025 Bonus Plan and fiscal year 2026 for the 2026 Bonus Plan. (2) The number of shares reported in column (f) reflects the threshold number of shares that can potentially be earned under the fiscal year 2026 annual PRSUs (i.e., 25% of the target number of shares subject to those awards). (3) The number of shares reported in column (g) reflects the target number of shares that can potentially be earned under the fiscal year 2026 annual PRSUs (i.e., 100% of the target number of shares subject to those awards). (4) The number of shares reported in column (h) reflects the maximum number of shares that can potentially be earned under the fiscal year 2026 annual PRSUs (i.e., 200% of the target number of shares subject to those awards). (5) The dollar value reported in column (j) represents the grant date fair value of the applicable RSU or PRSU. With respect to RSUs, the grant date fair value of each such RSU has been computed in accordance with ASC 718. The ASC 718 grant date fair value of each RSU award was calculated based on the closing sale price of our Common Stock on the grant date. With respect to PRSUs, the grant date fair value of the award has been computed in accordance with ASC 718 based on the probable outcome (determined as of the grant date) of the performance-based conditions applicable to the award and the closing sale price of our Common Stock on the grant date. Because the annual PRSUs granted during fiscal year 2026 were structured so that they would be fully earned upon achievement by KLA of its target level of three-year Relative Free Cash Flow Margin performance over the three-year period ending June 30, 2028 (a target that was considered difficult to achieve at the time of grant), the probable outcome of the performance-based conditions applicable to the awards as of the grant date, for purposes of the calculations set forth in this table, has been determined to be equal to the target number of shares potentially issuable under the applicable award.

  75. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table provides certain summary information concerning outstanding equity awards held by the NEOs as of June 30, 2026. Equity awards reflected in the table below that were granted prior to 2023 were granted under our 2004 Equity Incentive Plan (“2004 Plan”) and awards granted in 2023 and after were granted under our 2023 Plan. The numbers in the table below and footnotes give effect to the Stock Split.

  76. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | | Stock Awards | | | | | Name and Principal Position | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Richard Wallace President and Chief Executive Officer | 8/4/2022 | 40,240(2) | 12,140,810 | | | | | 8/4/2022 | 181,095(3) | 54,638,172 | | | | | 8/4/2022 | | | 157,250(4) | 47,443,898 | | | 8/3/2023 | 78,420(2) | 23,660,098 | | | | | 8/3/2023 | | | 352,870(5) | 106,464,408 | | | 8/1/2024 | 79,930(2) | 24,115,713 | | | | | 8/1/2024 | | | 319,740(6) | 96,468,852 | | | 8/7/2025 | 102,949(2) | 31,060,704 | | | | | 8/7/2025 | | | 308,847(7) | 93,182,114 | | Bren Higgins Executive Vice President & Chief Financial Officer | 8/4/2022 | 14,900(2) | 4,495,479 | | | | | 8/4/2022 | 44,715(3) | 13,490,963 | | | | | 8/4/2022 | | | 104,825(4) | 31,626,751 | | | 8/3/2023 | 29,140(2) | 8,791,829 | | | | | 8/3/2023 | | | 87,420(5) | 26,375,488 | | | 8/1/2024 | 27,244(2) | 8,219,823 | | | | | 8/1/2024 | | | 72,668(6) | 21,924,741 | | | 8/7/2025 | 36,534(2) | 11,022,601 | | | | | 8/7/2025 | | | 73,068(7) | 22,045,201 | | Ahmad Khan President, Semiconductor Products and Customers | 8/4/2022 | 15,650(2) | 4,721,762 | | | | | 8/4/2022 | 46,950(3) | 14,165,285 | | | | | 8/4/2022 | | | 104,825(4) | 31,626,751 | | | 8/3/2023 | 29,140(2) | 8,791,829 | | | | | 8/3/2023 | | | 87,420(5) | 26,375,488 | | | 8/1/2024 | 27,244(2) | 8,219,823 | | | | | 8/1/2024 | | | 72,668(6) | 21,924,741 | | | 8/7/2025 | 36,534(2) | 11,022,601 | | | | | 8/7/2025 | | | 73,068(7) | 22,045,201 | | Brian Lorig Executive Vice President, KLA Global Services | 8/4/2022 | 7,450(2) | 2,247,740 | | | | | 8/4/2022 | 22,350(3) | 6,743,219 | | | | | 8/4/2022 | | | 41,925(4) | 12,649,192 | | | 8/3/2023 | 13,240(2) | 3,994,640 | | | | | 8/3/2023 | | | 39,730(5) | 11,986,938 | | | 8/1/2024 | 18,163(2) | 5,479,883 | | | | | 8/1/2024 | | | 48,446(6) | 14,616,492 | | | 8/7/2025 | 23,174(2) | 6,991,948 | | | | | 8/7/2025 | | | 46,349(7) | 13,983,896 |

  77. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | | Stock Awards | | | | | Name and Principal Position | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Mary Beth Wilkinson Executive Vice President, Chief Legal Officer & Corporate Secretary | 8/4/2022 | 5,960(2) | 1,798,192 | | | | | 8/4/2022 | 17,880(3) | 5,394,575 | | | | | 8/4/2022 | | | 41,925(4) | 12,649,192 | | | 8/3/2023 | 8,470(2) | 2,555,484 | | | | | 8/3/2023 | | | 25,440(5) | 7,675,502 | | | 8/1/2024 | 9,537(2) | 2,877,390 | | | | | 8/1/2024 | | | 25,434(6) | 7,673,662 | | | 8/7/2025 | 11,451(2) | 3,454,845 | | | | | 8/7/2025 | | | 22,902(7) | 6,909,690 |

  78. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    (1) Calculated based on the $301.71 closing price per share of our Common Stock on June 30, 2026. (2) Reflects RSU awards that vest as to 25% of the underlying shares annually on each of the first four anniversaries of the date of grant, provided the NEO continues in our employ through the applicable vesting date. The underlying shares may vest on an accelerated basis in the event the NEO’s employment terminates under certain circumstances as described in the section of the Proxy Statement entitled “Potential Payments Upon Termination or Change of Control.” (3) Represents awards of PRSUs granted in August 2022, for which the performance determination was made in August 2025. 50% of the PRSUs vested in August 2025 and 50% vested in August 2026, subject to the NEO continuing in our employ through the applicable vesting date. (4) Represents the maximum number of shares of our Common Stock that could be earned under PRSUs that were granted to the applicable NEO in August 2023. The achievement of the performance-vesting component of these PRSUs will be determined following the completion of fiscal year 2026 based on the Company’s three-year Relative Free Cash Flow Margin over fiscal years 2024, 2025 and 2026 relative to our industry peer group. Fifty percent (50%) of the earned shares will vest on the three-year anniversary of the grant date, and the remaining fifty percent (50%) will vest on the four-year anniversary of the grant date, provided the NEO continues in our employ through the applicable vesting date. The underlying shares may also vest on an accelerated basis in the event the NEO’s employment terminates under certain circumstances, as described in the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change of Control.” (5) Represents the maximum number of shares of our Common Stock that could be earned under EPS Awards that were granted to the applicable NEO in August 2022. The achievement of the performance-vesting component of these EPS Awards will be determined following the completion of fiscal year 2026 based on the Company’s non-GAAP EPS achieved during the applicable performance period. The underlying shares may vest on an accelerated basis in the event the NEO’s employment terminates under certain circumstances as described in the section of the Proxy Statement entitled “Potential Payments Upon Termination or Change of Control.” (6) Represents the maximum number of shares of our Common Stock that could be earned under annual PRSUs that were granted to the applicable NEO in August 2024. The achievement of the performance-vesting component of these PRSUs will be determined following the completion of fiscal year 2027 based on the Company’s three-year Relative Free Cash Flow Margin over fiscal years 2025, 2026 and 2027 relative to our industry peer group. One hundred percent (100%) of the earned shares will vest on the three-year anniversary of the grant date (or, if later, the date the Compensation and Talent Committee, or in the case of Mr. Wallace, the Outside Directors determine that the performance conditions have been attained), provided the NEO continues in our employ through the applicable vesting date. The underlying shares may also vest on an accelerated basis in the event the NEO’s employment terminates under certain circumstances, as described in the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change of Control.” (7) Represents the maximum number of shares of our Common Stock that could be earned under annual PRSUs that were granted to the applicable NEO in August 2025. The achievement of the performance-vesting components of these PRSUs will be determined following completion of fiscal year 2028 based on the Company’s three-year Relative Free Cash Flow Margin over fiscal years 2026, 2027 and 2028 relative to our industry peer group. One hundred percent (100%) of the earned shares will vest on the three year anniversary of the grant date (or if later, the date that the Compensation and Talent Committee, or in the case of Mr. Wallace, the Outside Directors, determine that the performance conditions have been attained), provided the NEO continues in our employ through the applicable vesting date. The underlying shares may also vest on an accelerated basis in the event the NEO’s employment terminates under certain circumstances, as described in the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change of Control.”

  79. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth information with respect to shares of our Common Stock subject to RSUs or PRSUs held by the NEOs that vested during the fiscal year ended June 30, 2026. No stock appreciation rights or stock options were exercised by the NEOs during the fiscal year ended June 30, 2026. The share numbers in the table below and footnotes below give effect to the Stock Split.

  80. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Richard Wallace | 617,508 | 74,952,845 | | Bren Higgins | 205,782 | 31,517,296 | | Ahmad Khan | 215,167 | 32,355,196 | | Brian Lorig | 92,762 | 13,546,798 | | Mary Beth Wilkinson | 89,542 | 13,243,035 |

  81. OPTION EXERCISES AND STOCK VESTED

    (1) Our 2004 Plan and 2023 Plan allow us to withhold shares issuable upon a vesting event to pay for the applicable withholding tax with respect to such vesting event. The gross number of shares acquired on vesting, which is set forth in the table above, was reduced by the withheld shares, and the net remaining shares were issued to each NEO. The following reflects the net number of shares that were issued to each NEO, after giving effect to such withholding, during the fiscal year ended June 30, 2026: Mr. Wallace, 291,058 shares; Mr. Higgins, 103,755 shares; Mr. Khan, 108,487 shares; Mr. Lorig, 46,771 shares; and Ms. Wilkinson, 42,698 shares. (2) Based on the closing market price of the vested shares on the vesting date (or, if the vesting date occurred on a day on which the NASDAQ Stock Market was closed for trading, the closing market price of our Common Stock on the last trading day immediately prior to the vesting date). Does not include dividend equivalent rights on the vested shares.

  82. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION We have established the EDSP in order to provide our executive officers and other key employees with the opportunity to defer all or a portion of their cash compensation each year. Pursuant to the EDSP, each participant can elect to defer between 5% to 100% of his or her salary, commissions and bonuses for the fiscal year. The deferred amount is credited to an account maintained in his or her name on our books. The portion of the account attributable to the participant’s deferral is fully vested at all times but is not matched with any Company funds. The account is periodically adjusted to reflect earnings (or losses) based on the participant’s investment elections among a select group of investment funds utilized to track the notional investment return on the account balance. As of June 30, 2026, there were a total of 31 investment funds available for selection under the EDSP, and the participant may periodically change his or her investment elections. The participant may elect to receive his or her vested account balance upon termination of employment or at an earlier designated date. The distribution may, at the participant’s election, be made in a lump sum or in quarterly installments over a period ranging from five years to 15 years, depending on the circumstances triggering the distribution event. A participant can receive an early distribution of a portion of his or her vested account balance in the event of a financial hardship or in the event he or she agrees to forfeit a designated percentage of his or her remaining account balance. We maintain life insurance policies on EDSP participants as a funding vehicle for a portion of our obligations under the EDSP upon an early distribution of a portion of his or her vested account balance in the event of a financial hardship or in the event he or she agrees to forfeit a designated percentage of his or her remaining account balance. The following table shows the deferred compensation activity for each participating NEO during the fiscal year ended June 30, 2026. Ms. Wilkinson does not participate in the EDSP.

  83. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Fiscal Year 2026 ($) | Company Contributions in Fiscal Year 2026 ($) | Aggregate Earnings in Fiscal Year 2026 ($)(1)(2)(3)(4) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance as of June 30, 2026 ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | Richard Wallace | — | — | 795,945 | — | 4,756,378 | | Bren Higgins | 420,127 | — | 360,425 | — | 2,787,272 | | Ahmad Khan | 1,888,789 | — | 576,706 | — | 5,081,687 | | Brian Lorig | — | — | 413,480 | — | 2,883,800 |

  84. NONQUALIFIED DEFERRED COMPENSATION

    (1) The reported amount corresponds to a composite of the actual market earnings on a group of investment funds selected by the applicable executive officer for purposes of tracking the notional investment return on the officer’s account balance for fiscal year 2026. No portion of the reported amount was “above market” or “preferential.” Accordingly, amounts reported in this column (d) for each NEO are not reported in the Summary Compensation Table. (2) The 14 investment funds named below were available for selection under the EDSP for the entirety of fiscal year 2026. The rate of return for each such fund for fiscal year 2026 was as follows:

  85. NONQUALIFIED DEFERRED COMPENSATION

    | Name of Fund | % Rate of Return for Fiscal Year 2026 | | Vanguard Wellington Fund Admiral Shares | 16.25 | | Vanguard High-Yield Corporate Fund Admiral Shares | 5.72 | | Vanguard Total Bond Market Index Fund Admiral Shares | 3.70 | | PIMCO Total Return Fund Institutional Class | 5.50 | | Vanguard 500 Index Fund Admiral Shares | 22.27 | | Vanguard Equity-Income Fund Admiral Shares | 18.39 | | T. Rowe Price Mid-Cap Growth Fund I Class | 7.62 | | MFS Mid Cap Value Fund Class R6 | 19.57 | | Fidelity® Small Cap Index Fund | 40.91 | | DFA U.S. Targeted Value Portfolio Institutional Class | 32.49 | | Vanguard Total International Stock Index Fund Admiral Shares | 27.36 | | Vanguard International Growth Fund Admiral Shares | 9.60 | | Allspring Government Money Market Fund – Class Inst | 3.83 | | Vanguard Real Estate Index Fund Admiral Shares | 12.49 |

  86. NONQUALIFIED DEFERRED COMPENSATION

    (3) The 17 investment funds named below were available for selection under the EDSP for the period from July 1, 2025 through July 24, 2025. The rate of return for each such fund for that period was as follows:

  87. NONQUALIFIED DEFERRED COMPENSATION

    | Name of Fund | % Rate of Return for the Period from July 1, 2025 – July 24, 2025 | | American Funds The Growth Fund of America® Class R–6 | 3.24 | | Vanguard Explorer Fund Admiral Shares | 1.50 | | MFS Global Equity Fund Class R6 | 1.28 | | Fidelity Freedom® 2010 Fund Class K6 | 0.41 | | Fidelity Freedom® 2015 Fund Class K6 | 0.67 | | Fidelity Freedom® 2020 Fund Class K6 | 0.86 | | Fidelity Freedom® 2025 Fund Class K6 | 1.11 | | Fidelity Freedom® 2030 Fund Class K6 | 1.24 | | Fidelity Freedom® 2035 Fund Class K6 | 1.56 | | Fidelity Freedom® 2040 Fund Class K6 | 2.01 | | Fidelity Freedom® 2045 Fund Class K6 | 2.33 | | Fidelity Freedom® 2050 Fund Class K6 | 2.29 | | Fidelity Freedom® 2055 Fund Class K6 | 2.33 | | Fidelity Freedom® 2060 Fund Class K6 | 2.28 | | Fidelity Freedom® 2065 Fund Class K6 | 2.28 | | Fidelity Freedom® 2070 Fund Class K6 | 2.30 | | Fidelity Freedom® Retirement Fund Class K6 | 0.09 |

  88. NONQUALIFIED DEFERRED COMPENSATION

    (4) The 17 investment funds named below were available for selection under the EDSP for the period from July 25, 2025 through June 30, 2026. The rate of return for each such fund for fiscal year 2026 was as follows:

  89. NONQUALIFIED DEFERRED COMPENSATION

    | Name of Fund | % Rate of Return for Fiscal Year 2026 | | VIP Growth Portfolio – Initial Class | 22.82 | | Columbia Small Cap Growth Fund Institutional 2 Class | 55.36 | | American Funds Capital World Growth and Income Fund® Class R–6 | 27.62 | | VIP Freedom 2010 Portfolio(SM) – Initial Class | 9.36 | | VIP Freedom 2015 Portfolio(SM) – Initial Class | 10.78 | | VIP Freedom 2020 Portfolio(SM) – Initial Class | 12.29 | | VIP Freedom 2025 Portfolio(SM) – Initial Class | 13.97 | | VIP Freedom 2030 Portfolio(SM) – Initial Class | 15.30 | | VIP Freedom 2035 Portfolio(SM) – Initial Class | 16.90 | | VIP Freedom 2040 Portfolio(SM) – Initial Class | 19.87 | | VIP Freedom 2045 Portfolio(SM) – Initial Class | 21.66 | | VIP Freedom 2050 Portfolio(SM) – Initial Class | 21.91 | | VIP Freedom 2055 Portfolio(SM) – Initial Class | 22.10 | | VIP Freedom 2060 Portfolio(SM) – Initial Class | 22.23 | | VIP Freedom 2065 Portfolio(SM) – Initial Class | 22.21 | | VIP Freedom 2070 Portfolio(SM) – Initial Class | 22.11 | | VIP Freedom Retirement Portfolio(SM) – Initial Class | 8.65 |

  90. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL In January 2006, our Board adopted the Original Severance Plan, which was amended and restated on October 20, 2016. In November 2010, our Compensation and Talent Committee adopted the 2010 Severance Plan. The 2010 Severance Plan exists in parallel with the Original Severance Plan, which remains in full force and effect for existing participants under that plan until terminated or modified in accordance with its terms. No participant under the 2010 Severance Plan is eligible to simultaneously participate under the Original Severance Plan, and no participant under the Original Severance Plan is eligible to simultaneously participate under the 2010 Severance Plan. The Original Severance Plan and the 2010 Severance Plan each provide certain compensation and benefits if a participant’s employment with us terminates under certain defined circumstances. In exchange for receiving benefits under either plan, the participant must agree to a release of claims in favor of the Company and certain non-solicitation restrictions for the period of time co-terminous with the period for which he or she will receive continued compensation and benefits under the applicable Severance Plan. All of our NEOs participated in either the Original Severance Plan or the 2010 Severance Plan during fiscal year 2026, as described in more detail below.

  91. Table Reflecting Potential Termination and Change of Control Payments

    | Name | Event | Salary/Bonus Continuation and Severance Payments ($) | Pro-rated Bonus ($) | Accelerated Vesting of Stock Awards ($)(1) | Payment of Dividend Equivalents ($)(2) | Total ($) | | Richard Wallace | Termination without Cause or Resignation for Good Reason (3) | 2,600,000 | 5,132,789 | 270,248,053(4) | 1,684,807 | 279,665,649 | | | Termination without Cause or Resignation for Good Reason following a Change of Control (3) (5) | 14,715,875 | 5,132,789 | 470,008,943(6) | 2,605,335 | 492,462,942 |

  92. Table Reflecting Potential Termination and Change of Control Payments

    | Name | Event | Salary / Bonus Continuation ($) | Pro-rated Bonus ($) | Accelerated Vesting of Stock Awards ($)(1) | Payment of Dividend Equivalents ($)(2) | Total ($) | | Bren Higgins | Termination without Cause or Resignation for Good Reason following a Change of Control (3) (5) | 1,200,000 | 1,992,990 | 135,215,669(6) | 785,386 | 139,194,045 | | Ahmad Khan | Termination without Cause or Resignation for Good Reason following a Change of Control (3) (5) | 1,200,000 | 1,992,990 | 136,116,273(6) | 793,028 | 140,102,291 | | Brian Lorig | Termination without Cause or Resignation for Good Reason following a Change of Control (3) (5) | 937,500 | 1,156,440 | 73,585,183(6) | 402,190 | 76,081,314 | | Mary Beth Wilkinson | Termination without Cause or Resignation for Good Reason Following a Change of Control (3) (5) | 840,000 | 779,727 | 45,878,258(6) | 273,238 | 47,771,223 |

  93. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Wallace, our President and Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As disclosed in the Summary Compensation Table, the fiscal year 2026 annual total compensation as determined under Item 402 of Regulation S-K for Mr. Wallace was $29,954,476. The fiscal year 2026 annual total compensation as determined under Item 402 of Regulation S-K for the median employee was $99,696. Based on the foregoing, our estimate of the ratio of Mr. Wallace’s annual total compensation to the median employee’s annual total compensation for fiscal year 2026 is 300 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies. As permitted by SEC rules, we used the same median employee in our fiscal year 2026 pay ratio calculation as we used in fiscal year 2025, as we believe there have not been any changes to our employee population or employee compensation that would have significantly impacted our pay ratio disclosure. On June 30, 2025, the date upon which we identified our median employee, we and our subsidiaries employed a total of approximately 15,000 employees. We originally identified the median employee based on total target compensation of each employee within our global workforce as set forth in our human resources databases for fiscal year 2025, which included target salary, cash bonus, equity compensation and other long-term incentive compensation for fiscal year 2025. During the original identification of our median employee, for employees outside the United States, we converted their compensation to U.S. dollars using prevailing exchange rates as of June 30, 2025. With respect to the annual total compensation of Mr. Wallace, we used the amount reported in the “Total” column for fiscal year 2026 in our Summary Compensation Table included in this Proxy Statement. We calculated our median employee’s total annual compensation for fiscal year 2026 in the same manner as Mr. Wallace’s total annual compensation was calculated for purposes of the Summary Compensation Table.

  94. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended June 30, 2022, 2023, 2024, 2025 and 2026 and our financial performance for such fiscal year.

  95. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table for Non- PEO Named Executive Officers(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in thousands) | Free Cash Flow Margin(6) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | | 2026 | $29,954,476 | $507,945,072 | $7,115,793 | $56,314,498 | $939.21 | $425.88 | $4,830,771 | 27.7% | | 2025 | $25,104,584 | $34,781,582 | $6,016,889 | $(383,111) | $489.42 | $277.82 | $4,061,643 | 30.8% | | 2024 | $22,832,965 | $90,772,465 | $6,589,057 | $13,543,792 | $447.99 | $274.10 | $2,761,896 | 30.9% | | 2023 | $26,644,359 | $66,578,359 | $8,534,115 | $22,630,489 | $264.61 | $183.98 | $3,387,351 | 31.7% | | 2022 | $20,568,625 | $30,398,207 | $5,380,793 | $7,397,584 | $173.68 | $128.04 | $3,322,060 | 32.6% |

  96. PAY VERSUS PERFORMANCE TABLE

    (1) Amounts reported are for Richard Wallace, who served as our Chief Executive Officer during each of the applicable fiscal years. (2) Our non-PEO named executive officers (our “Non-PEO Named Executive Officers”) were (a) Bren Higgins, Ahmad Khan, Brian Lorig and Mary Beth Wilkinson, for fiscal year 2026, (b) Bren Higgins, Ahmad Khan, Oreste Donzella, Brian Lorig and Mary Beth Wilkinson, for fiscal year 2025, (c) Bren Higgins, Ahmad Khan, Oreste Donzella and Brian Lorig, for fiscal year 2024, (d) Bren Higgins, Ahmad Khan, Oreste Donzella and Brian Lorig, for fiscal year 2023, and (e) Bren Higgins, Ahmad Khan, Oreste Donzella and Mary Beth Wilkinson, for fiscal year 2022. (3) Amounts in these columns show the “Compensation Actually Paid,” as calculated in accordance with the specific methodology prescribed by the SEC. The table below provides the adjustments to the Summary Compensation Table total compensation to arrive at the Compensation Actually Paid to our CEO and the average Compensation Actually Paid to our Non-PEO Named Executive Officers for each of the required fiscal years.

  97. PAY VERSUS PERFORMANCE TABLE

    | | 2026 | | 2025 | | 2024 | | 2023 | | 2022 | | | Adjustments to Reported Summary Compensation Table Total for CEO and Non-PEO Named Executive Officers | PEO | Non-PEO Named Executive Officers (Average) | PEO | Non-PEO Named Executive Officers (Average) | PEO | Non-PEO Named Executive Officers (Average) | PEO | Non-PEO Named Executive Officers (Average) | PEO | Non-PEO Named Executive Officers (Average) | | Summary Compensation Table total amount for applicable fiscal year | $29,954,476 | $7,115,793 | $25,104,584 | $6,016,889 | $22,832,965 | $6,589,057 | $26,644,359 | $8,534,115 | $20,568,625 | $5,380,793 | | Subtract the amounts reported under the Stock Awards column in the Summary Compensation Table for the applicable fiscal year | $23,473,887 | $4,911,115 | $20,147,371 | $3,498,316 | $19,695,857 | $4,045,389 | $23,492,301 | $7,023,747 | $15,296,189 | $3,427,362 | | Add year-end fair value of equity awards granted during the applicable fiscal year that remain unvested as of applicable fiscal year end determined as of applicable fiscal year end | $124,242,817 | $24,368,996 | $38,187,226 | $6,216,273 | $41,638,580 | $8,233,631 | $34,527,604 | $9,647,715 | $17,938,199 | $3,545,418 | | Add (subtract) year over year change in fair value of equity awards granted in prior years that remain outstanding and unvested as of applicable fiscal year end | $350,342,943 | $18,152,723 | $2,660,611 | $(3,554,393) | $33,678,469 | $(1,717,033) | $24,635,303 | $8,777,513 | ($18,828,402) | ($4,115,578) | | Add (subtract) year over year change in fair value of equity awards granted in prior years that vested in the applicable fiscal year | $26,878,723 | $11,588,101 | $(11,023,468) | $(5,563,563) | $12,318,309 | $4,483,525 | $4,263,394 | $2,694,893 | $26,015,974 | $6,014,313 | | Total Adjustments | $477,990,596 | $49,198,706 | $9,676,998 | $(6,400,000) | 67,939,500 | $6,954,735 | $39,934,000 | $14,096,374 | $9,829,582 | $2,016,791 | | Compensation Actually Paid | $507,945,072 | $56,314,498 | $34,781,582 | $(383,111) | $90,772,465 | $13,543,792 | $66,578,359 | $22,630,489 | $30,398,207 | $7,397,584 |

  98. PAY VERSUS PERFORMANCE TABLE

    For purposes of the foregoing adjustments, the fair value or change in fair value (as applicable) of equity awards was determined as follows: (i) for RSUs, the closing price of our Common Stock on the applicable fiscal year-end date, or, in the case of vesting dates, the closing price of our Common Stock on the applicable vesting date, in each case multiplied by the number of shares of our Common Stock underlying the award; and (ii) for unvested PRSUs (including EPS Awards), the same valuation methodology as the RSUs above, except that the year-end values are multiplied by the probability of achievement of the applicable performance objectives as of the applicable date. (4) In accordance with Item 201(e) of Regulation S-K, our total shareholder return is calculated, for each fiscal year shown in the table above, as the cumulative total shareholder return on our Common Stock from June 30, 2021 (i.e., the last trading day of our 2021 fiscal year), through and including the last day of the applicable fiscal year, assuming a fixed investment of $100. (5) Our peer group is comprised of the component companies of the Philadelphia Semiconductor Index (the “Peer Index”). Amounts reported in this column represent the cumulative total shareholder return of the Peer Index. (6) Free cash flow margin equals our free cash flow divided by total revenues. Free cash flow equals net cash provided by operating activities less capital expenditures. Free cash flow margin over the applicable three-year period relative to our industry peer group for that same three-year period is used in determining the level at which the performance criteria under our annual PRSUs are satisfied, between 0%-200% of the target shares granted for the periods presented.

  99. PAY VERSUS PERFORMANCE TABLE

    | Free Cash Flow Measures | | | | | | | (Dollars in millions) | For the twelve months ended | | | | | | | June 30, 2022 | June 30, 2023 | June 30, 2024 | June 30, 2025 | June 30, 2026 | | Net cash provided by operating activities | $3,312.7 | $3,669.8 | $3,308.6 | $4,081.9 | $4,143.1 | | Less Capital expenditures | $(307.3) | $(341.6) | $(277.4) | $(335.3) | $(375.9) | | Free cash flow | $3,005.4 | $3,328.2 | $3,031.2 | $3,746.6 | $3,767.1 | | Total revenues | $9,211.9 | $10,496.1 | $9,812.2 | $12,156.2 | $13,579.5 | | Free cash flow margin | 32.6% | 31.7% | 30.9% | 30.8% | 27.7% |

  100. PAY VERSUS PERFORMANCE TABLE

    | Executive Compensation Tables

  101. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  102. Relationship Between Compensation Actually Paid and Total Shareholder Return, Net Income and Free Cash Flow Margin

    Relationship Between Compensation Actually Paid and Total Shareholder Return, Net Income and Free Cash Flow Margin The following charts graphically depict the relationship between compensation actually paid to our PEO and the average of the compensation actually paid to our non-PEO NEOs and each of our cumulative total shareholder return, Peer Index total shareholder return , our net income and free cash flow margin.