(1) | Our executive officers may receive tax gross-ups in connection with relocation benefits that (1)
Our executive officers may receive tax gross-ups in connection with relocation benefits and anniversary milestone awards, which are widely available to all of our employees. Lam Research Corporation 2021 Proxy Statement 5
Figure 8. ESG Highlights We have a responsibility to contribute to a better world. When we think beyond our ourselves, we get better results, advance our industry, and empower progress. To that end, we strive to incorporate environmental, social and governance (“ESG”) considerations into everything we do – from our operations and workplace practices, to how we source our materials and design our products. Our ESG strategy is composed of six key pillars, which are described in greater detail on pages 18-19 and in our annual ESG report, available at lamresearch.com/company/environmental-social-governance. We have set goals across five of those six pillars, which are highlighted below, together with our key accomplishments in each area for the 2020 calendar year. We aim to achieve the majority of these goals by 2025, with some exceptions. | | ESG Pillar & Strategy | | | Goals | | | 2020 Accomplishments | | | | Business and Governance Integrate ESG into our business operations; foster ownership and accountability; set strategy and goals | | | •
Continue to expand our disclosure and alignment with industry-recognized frameworks and standards | | | •
Set goals across five ESG strategic pillars •
Developed two new ethics policies and strengthened global supplier code of conduct •
Expanded and strengthened our information security program | | | | Workplace Build an inclusive, diverse, and engaging workplace while achieving top performance in health and safety | | | •
Build on our high-performance culture with best-in-class employee engagement at the top 10% global benchmark as measured by our employee survey •
Increase number of women and underrepresented employees across the company •
Maintain a total recordable incident rate (TRIR) below 0.4 | | | •
Developed an organization-wide inclusion and diversity strategy and plan •
Enacted global safety protocols, expanded remote work, and provided additional benefits to support our employees through the pandemic •
Increased our employee engagement survey score, which accounts for areas of our employees. |
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| culture including inclusion, diversity, and respectful treatment | | | Lam Research Corporation 2017 Proxy Statement | Responsible Supply Chain Ensure an ethical and responsible business ecosystem focused on human rights and environment | | | •
Achieve more than 90% compliance rate with our social and environmental expectations across our top tier suppliers •
Engage with at least 50% of our top tier suppliers on environmental sustainability opportunities •
Increase engagement with all suppliers on social and environmental topics through assessment, training, and capacity building | | | •
Enhanced our Global Supplier Code of Conduct by integrating additional compliance requirements •
Established a global strategic framework for responsible supply chain and developed our 2025 goals •
Released a new supplier survey focused on environmental sustainability | | | | Sustainable Operations Minimize our environmental impact through investments in energy, water, waste, and greenhouse gas emissions reductions | | | •
Achieve 100% renewable energy globally by 2030 •
Reduce absolute scope 1 and 2 greenhouse gas (GHG) emissions 25% from a 2019 baseline •
Achieve net zero carbon emissions by 2050 •
Achieve 12 million kWh in energy savings •
Achieve zero waste to landfill for hazardous waste •
Achieve 17 million gallons of water savings (15%) in water-stressed regions | | | •
Achieved more than 2 million kWh savings through energy efficiency •
Completed waste audits at our sites in California, Oregon, and Ohio •
Decreased the total global amount of hazardous waste disposed to landfill | | | | Communities Be a responsible corporate citizen with programs focusing on education, societal needs, and employee engagement | | | •
Determine key targets for larger scale impact aligned to a new strategic focus •
Implement measurement of outcomes for key program and large-scale grants •
Increase community program unique employee participation rate from 10% to 30% •
Increase volunteer hours by 33% | | | •
Committed $7 million to support our communities through the COVID-19 pandemic •
Contributed more than $3 million in support for non-profit organizations outside of our COVID-19 response •
Directed approximately $1 million to support social justice initiatives | |
Security Ownership of Certain Beneficial Owners and Management The table below sets forth the beneficial ownership of shares of Lam common stock by: (1) each person or entity who we believe, based on our review of filings made with the United States Securities and Exchange Commission, or the “SEC,”SEC, beneficially owned as of September 11, 2017, more than 5% of Lam’s common stock on the date set forth below; (2) each current director of the Company; (3) each NEO identified below in the “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis” section; and (4) all current directors and current executive officers as a group. With the exception of 5% owners, and unless otherwise noted, the information below reflects holdings as of September 11, 2017,9, 2021, which is the Record Date for the 2017 annual meeting2021 Annual Meeting of Stockholders and the most recent practicable date for determining ownership. For 5% owners, holdings are as of the dates of their most recent ownership reports filed with the SEC, which are the most practicable dates for determining their holdings. The percentage of the class owned is calculated using 162,496,503140,802,727 as the number of shares of Lam common stock outstanding on September 11, 2017. 9, 2021.Figure 5.9. Beneficial Ownership Table
| | | | | | | | | | | Name of Person or Identity of Group | | Shares
Beneficially
Owned
(#)(1) | Shares
Beneficially
Owned
(#)(1) | | | Percentage
of Class | | | | 5% Stockholders | | | | | | | | | | | | | | | The Vanguard Group Inc.
100 Vanguard Boulevard
Malvern, PA 19355 | | | 16,162,079 | (2) | 11,640,096(2) | | 9.9 | | | | 8.27% | | | | BlackRock, Inc.
55 East 52nd Street
New York, NY 10055 | | | 12,619,092 | (3) | 11,293,118(3) | | 7.8 | | | | 8.02% | | | | FMR LLC
245 Summer Street
Boston, MA 02210 | | | 11,171,305 | (4) | 8,898,166(4) | | 6.9 | | | | 6.32% | | | Ameriprise Financial, Inc.
145 Ameriprise Financial Center
Minneapolis, MN 55474
| Directors | | 9,652,830 | (5) | | | 5.9 | % | | | | | | | Directors | Sohail U. Ahmed | | | | | 1,754 | | | | | | * | | | Martin B. Anstice
| Timothy M. Archer (also a Named Executive Officer) | | | 145,155 | | 90,769 | | * | | | | * | | | | Eric K. Brandt | | | 28,480 | | 27,475 | | * | | | | * | | | | Michael R. Cannon | | | 22,780 | | 17,370 | | * | | | | * | | | Youssef A. El-Mansy
| | | 22,050 | | | | * | | Christine A. Heckart
| | | 15,280 | | | | * | | Young Bum (YB) Koh
| | | 1,000 | | | | * | | Catherine P. Lego | | | 48,288 | | 49,378 | | * | | | | * | | | Stephen G. Newberry
| Bethany J. Mayer | | 11,930 | | | 1,750 | * | | | | | * | | | | Abhijit Y. Talwalkar | | | 23,380 | | 14,802 | | * | | | | * | | | | Lih Shyng (Rick L.) Tsai | | | 2,560 | | 6,150 | | * | | | | * | | | | | Leslie F. Varon | | | | | 1,525 | | | | | | * | | | | | Named Executive Officers (“NEOs”) | | | | | | | | | | | | | | Timothy M. Archer
| | | 96,037 | | | | * | | Douglas R. Bettinger | | | 52,894 | | 112,029 | | * | | | | * | | | | Richard A. Gottscho | | | 20,956 | | 22,545 | | * | | | | * | | | Sarah A. O’Dowd
| Patrick J. Lord | | 72,192 | | | 1,941 | * | | | | | * | | | | | Vahid Vahedi | | | | | 33,006 | | | | | | * | | | | | All current directors and executive officers as a group (18(16 people) | | | 659,814 | | 434,374 | | * | | | | * | | |
*
Less than 1% Lam Research Corporation 2021 Proxy Statement 7
(1)
Includes shares subject to outstanding stock options that are now exercisable or will become exercisable within 60 days after September 9, 2021, as well as RSUs, that will vest within that time period, as follows: (1) | Includes shares subject to outstanding stock options that are now exercisable or will become exercisable within 60 days after September 11, 2017, as well as restricted stock units, or “RSUs,” that will vest within that time period, as follows: |
| | | Shares | | | | | Sohail U. Ahmed | Shares | | 510 | | Martin B. Anstice | Timothy M. Archer | | 82,397 | 31,072 | | | | Eric K. Brandt | | | 2,050510 | | | | Michael R. Cannon | | | 2,050510 | | Youssef A. El-Mansy | | | 2,050 | | Christine A. Heckart | | | 2,050 | | Young Bum (YB) Koh | | | 1,000 | | | Catherine P. Lego | | | 2,050510 | | Stephen G. Newberry | Bethany J. Mayer | | 2,050 | 510 | | | | Abhijit Y. Talwalkar | | | 2,050510 | | | | Lih Shyng (Rick L.) Tsai | | | 2,050510 | | Timothy M. Archer | Leslie F. Varon | | 46,334 | 510 | | | | Douglas R. Bettinger | | | 31,05959,358 | | | | Richard A. Gottscho | | | — 1,064 | | Sarah A. O’Dowd | Patrick J. Lord | | 40,712 | — | | | | Vahid Vahedi | | | 9,446 | | | | All current directors and executive officers as a group (18(16 people) | | | 217,952120,980 | |
The terms of any outstanding stock options that are now exercisable or will become exercisable within 60 days after September 9, 2021, and RSUs that will vest within that time period, are reflected in “Figure 31. FYE201755. Outstanding Equity Awards.Awards at Fiscal Year 2021 Year-End,” except as described in the following sentences. Scott G. Meikle, Ph.D. and Seshasayee (Sesha) Varadarajan have options covering 6,514 and 9,446 shares, respectively, which are unexercised and exercisable within 60 days of September 9, 2021. The grants for Dr. Meikle and Mr. Varadarajan have terms consistent with the terms reflected in “ Figure 55. Outstanding Equity Awards at Fiscal Year 2021 Year-End.” As discussed in “Governance Matters – Director Compensation” below, the non-employee directors receive an annual equity grantaward as part of their compensation. These grantsawards generally vest on October 31, 2017,2021, subject to continued service on the board as of that date, with immediate delivery of the shares upon vesting. For 2017, Drs. El-Mansy and Tsai;2021, Messrs. Ahmed, Brandt, Cannon, Newberry and Talwalkar; Mses. Lego, Mayer and Mses. HeckartVaron; and LegoDr. Tsai each received grantsawards of 2,050510 RSUs. These RSUs are included (2)
All information regarding The Vanguard Group (“Vanguard”) is based solely on information disclosed in the tables above. As of November 11, 2016, Dr. Koh had not yet been appointed to the board of the Company. In accordance with the Company’s non-employee director compensation program, Dr. Koh received a pro-rated equity award of 1,000 RSUs (or 75% of the $200,000 targeted grant date value, with theamendment number of RSUs determined in the same manner as an annual equity award) on May 12, 2017, the first Friday following his first attended board meeting.(2) | All information regarding The Vanguard Group, Inc., or “Vanguard,” is based solely on information disclosed in amendment number fivenine to Schedule 13G filed by Vanguard with the SEC on July 10, 2017. According to the Schedule 13G filing, of the 16,162,079 shares of Lam common stock reported as beneficially owned by Vanguard as of June 30, 2017, Vanguard had sole voting power with respect to 245,279 shares, had shared voting power with respect to 32,331 shares, had sole dispositive power with respect to 15,887,595 shares and shared dispositive power with respect to 274,484 shares of Lam common stock reported as beneficially owned by Vanguard as of that date. The 16,162,079 shares of Lam common stock reported as beneficially owned by Vanguard include 198,150 shares beneficially owned by Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, as a result of it serving as investment manager of collective trust accounts, and 122,780 shares beneficially owned by Vanguard Investments Australia, Ltd., a wholly–owned subsidiary of Vanguard, as a result of it serving as investment manager of Australian investment offerings. |
(3) | All information regarding BlackRock Inc., or “BlackRock,” is based solely on information disclosed in amendment number nine to Schedule 13G filed by BlackRock with the SEC on January 25, 2017 on behalf of BlackRock and its subsidiaries: BlackRock (Luxembourg) S.A.; BlackRock (Netherlands) B.V.; BlackRock (Singapore) Limited; BlackRock Advisors (UK) Limited; BlackRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock Asset Management Deutschland AG; BlackRock Asset Management Ireland Limited; BlackRock Asset Management North Asia Limited; BlackRock Asset Management Schweiz AG; BlackRock Capital Management; BlackRock Financial Management, Inc.; BlackRock Fund Advisors; BlackRock Fund Managers Ltd; BlackRock Institutional Trust Company, N.A.; BlackRock International Limited; BlackRock Investment Management (Australia) Limited; BlackRock Investment Management (UK) Ltd; BlackRock Investment Management, LLC; BlackRock Japan Co Ltd; and BlackRock Life Limited. According to the Schedule 13G filing, of the 12,619,092 shares of Lam common stock reported as beneficially owned by BlackRock as of December 31, 2016, BlackRock had sole voting power with respect to 11,047,990 shares, did not have shared voting power with respect to any shares, had sole dispositive power with respect to 12,619,092 shares and did not have shared dispositive power with respect to any shares of Lam common stock reported as beneficially owned by BlackRock as of that date. |
(4) | All information regarding FMR, LLC, or “FMR,” is based solely on information disclosed in a Schedule 13G filed by FMR with the SEC on February 14, 2017 on behalf of FMR and the following subsidiaries: Crosby Advisors LLC; FIAM LLC; Fidelity Institutional Asset Management Trust Company; Fidelity Management & Research (Hong Kong) Limited; Fidelity Management Trust Company; Fidelity Selectco, LLC; FMR Co., Inc.; and Strategic Advisers, Inc. According to the Schedule 13G filing, of the 11,171,305 shares of Lam common stock reported as beneficially owned by FMR as of December 31, 2016, FMR had sole voting power with respect to 1,068,792 shares, did not have shared voting power with respect to any shares, had sole dispositive power with respect to 11,171,305 shares and did not have shared dispositive power with respect to any shares of Lam common stock reported as beneficially owned by FMR as of that date. |
(5) | All information regarding Ameriprise Financial, Inc., or “Ameriprise,” is based solely on information disclosed in amendment number four to Schedule 13G filed by Ameriprise with the SEC on February 10, 2017. According to the Schedule 13G filing, of the 9,652,830 shares of Lam common stock reported as beneficially owned by Ameriprise as of December 31, 2016, Ameriprise did not have sole voting power with respect to any shares, had shared voting power with respect to 9,557,231 shares, did not have sole dispositive power with respect to any shares and
|
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| | | Lam Research Corporation 2017 Proxy Statement | | 5 |
| shared dispositive power with respect to 9,652,830 shares of Lam common stock reported as beneficially owned by Ameriprise as of that date. According to the Schedule 13G filing, Ameriprise, as the parent company of Columbia Management Investment Advisers, LLC, or “Columbia,” may be deemed to have, but disclaims, beneficial ownership of the shares reported by Columbia in the Schedule 13G filing. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers, directors, and people who own more than 10% of a registered class of our equity securities to file an initial report of ownership (on a Form 3) and reports on subsequent changes in ownership (on Forms 4 or 5) with the SEC on February 10, 2021. According to the Schedule 13G filing, of the 11,640,096 shares of Lam common stock reported as beneficially owned by specified due dates. Our executive officers, directors,Vanguard as of December 31, 2020, Vanguard did not have sole voting power with respect to any shares, had shared voting power with respect to 250,280 shares, had sole dispositive power with respect to 10,995,496 shares, and greater-than-10% stockholders are also required by SEC rules
had shared dispositive power with respect to 644,600 shares of Lam common stock.to furnish us with copies of all section 16(a) forms they file. We are required to disclose in this proxy statement any failure to file any of these reports on a timely basis. Based
(3)
All information regarding BlackRock Inc. (“BlackRock”) is based solely on our reviewinformation disclosed in amendment number 13 to Schedule 13G filed by BlackRock with the SEC on January 29, 2021 on behalf of BlackRock and certain subsidiaries. According to the Schedule 13G filing, of the copies11,293,118 shares of Lam common stock reported as beneficially owned by BlackRock as of December 31, 2020, BlackRock had sole voting power with respect to 9,632,140 shares, did not have shared voting power with respect to any shares, had sole dispositive power with respect to 11,293,118 shares, and did not have shared dispositive power with respect to any shares of Lam common stock. (4)
All information regarding FMR LLC (“FMR”) is based solely on information disclosed in amendment number one to Schedule 13G filed by FMR with the SEC on February 8, 2021 on behalf of FMR, Abigail P. Johnson, certain of FMR’s subsidiaries and affiliates, and other companies. According to the Schedule 13G filing, of the forms that we received from the filers,8,898,166 shares of Lam common stock reported as beneficially owned by FMR as of December 31, 2020, FMR had sole voting power with respect to 1,046,371 shares, did not have shared voting power with respect to any shares, had sole dispositive power with respect to 8,898,166 shares, and on written representations from certain reporting persons, we believe that alldid not have shared dispositive power with respect to any shares of these requirements were satisfied during fiscal year 2017.Lam common stock.
Our Board and members of management are committed to responsible corporate governance to manage the Company for the long-term benefit of its stockholders. To that end, the Board and management periodically review and update, as appropriate, the Company’s corporate governance policies and practices. As part of that process, the Board and management consider the requirements of federal and state law, including rules and regulations of the SEC; the listing standards for the Nasdaq Global Select Market or “Nasdaq;”(“Nasdaq”); published guidelines and recommendations of proxy advisory firms; published guidelines of some of our top stockholders; published guidelines of other selected public companies; and any feedback we receive from our stockholders. A list of key corporate governance practices is provided in the “Proxy Statement Summary” above.
Corporate Governance Policies We have instituted a variety of policies and procedures to foster and maintain responsible corporate governance, including the following: Board committee charters. Each of the Board’s audit, compensation,
Figure 10. Policies and Procedures Summary | | Policy or
Procedure | | | Summary | | | | Board committee charters* | | | Each of the Board’s audit, compensation and human resources, and nominating and governance committees has a written charter adopted by the Board that establishes practices and procedures for the committee in accordance with applicable corporate governance rules and regulations. Each committee reviews its charter annually and recommends changes to the Board, as appropriate. Each committee charter adopted by the Board that delegates authority and responsibilities to the committee. Each committee reviews its charter, and the nominating and governance committee reviews the charters of all of the committees, annually and recommends changes to the Board, as appropriate. See “Board Committees” below for additional information regarding these committees. | | | | Corporate governance guidelines* | | | We adhere to written corporate governance guidelines, adopted by the Board and reviewed annually by the nominating and governance committee and the Board. Selected provisions of the guidelines are discussed below, including in the “Board Nomination Policies and Procedures,” “Director Independence Policies,” and “Other Governance Practices” sections below. | | | | Corporate Code of Ethics* | | | We maintain a code of ethics that applies to all employees, officers, and members of the Board. The code of ethics establishes standards reasonably necessary to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and full, fair, accurate, timely, and understandable disclosure in the periodic reports we file with the SEC and in other public communications. We will promptly disclose to the public any amendments to, or waivers from, any provision of the code of ethics to the extent required by applicable laws. We intend to make this public disclosure by posting the relevant material on our website, to the extent permitted by applicable laws. | | | | Global Standards of Business Conduct* | | | We maintain written standards of business conduct to address a variety of situations that apply to our worldwide workforce. Among other things, these global standards of business conduct address relationships and/or conduct with one another, with Lam (including conflicts of interest, safeguarding of Company assets, and protection of confidential information), and with other companies and stakeholders (including anti-corruption). | | | | Insider Trading Policy | | | Our insider trading policy restricts the trading of Company stock by our directors, officers, and employees, and includes provisions addressing insider blackout periods and prohibiting pledges of Company stock, and prohibiting such persons from engaging in hedging transactions, such as “cashless” collars, forward sales, equity swaps and other similar arrangements. Investments in exchange funds may be permitted on a case-by-case basis if the fund is broadly diversified. | |
*
A copy is available on the Investors section of our website athttp://investor.lamresearch.com/corporate-governance.cfmcorporate-governance. The content on any website referred to in this proxy statement is not a Our Approach To Ensuring Board Effectiveness As part of or incorporated by reference in this proxy statement unless expressly noted. Also see “Board Committees” below for additional information regarding these committees.Corporate governance guidelines. We adherethe Board’s commitment to writtenresponsible corporate governance, guidelines, adoptedwe have developed a number of practices that together serve to ensure that, over time, the Board continues to function in an effective manner that serves the long-term interests of the Company and its stockholders. Several of the practices that we consider to be most important are summarized in Figure 11 below, and the practices themselves are described in greater detail below.
Lam Research Corporation 2021 Proxy Statement 9
Figure 11. Board Effectiveness Practices ![[MISSING IMAGE: tm2120121d2-fc_fig11pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-120221/tm2120121d2-fc_fig11pn.jpg) Board and committee evaluations. Every year, the Board conducts a self-evaluation of the Board, its committees, and the individual directors, overseen by the nominating and governance committee. From time to time, the evaluation is facilitated by an independent third-party consultant. The evaluation solicits the opinions of the directors regarding the effectiveness of the Board, Board committees, and individual directors in fulfilling their obligations. Feedback on Board effectiveness is provided to the full Board for discussion, feedback on each committee’s effectiveness is provided to the committee for discussion, and feedback regarding individual director performance is provided to each individual director. The Board and reviewed annuallycommittees identify and hold themselves accountable for action items stemming from the evaluation. The results of the evaluations are also considered by the nominating and governance committee and the Board. Selected provisionsBoard as part of the guidelines are discussed below, including in the “director nomination process. Board Nomination Policiescomposition, diversity and Procedures,” “Director Independence Policies,” and “Other Governance Practices” sections below. The corporate governance guidelines are available on the Investors section of our website athttp://investor.lamresearch.com/corporate-governance.cfm.Corporate code of ethics.refreshment. We maintain a code of ethics that applies to all employees, officers, and members of the Board.
The code of ethics establishes standards reasonably necessary to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and full, fair, accurate, timely, and understandable disclosure in the periodic reports we file with the SEC and in other public communications. We will promptly disclose to the public any amendments to, or waivers from, any provision of the code of ethics to the extent required by applicable laws. We intend to make this public disclosure by posting the relevant material on our website, to the extent permitted by applicable laws. A copy of the code of ethics is available on the Investors section of our website athttp://investor.lamresearch.com/corporate-governance.cfm.
Global standards of business conduct policy. We maintain written standards of appropriate conduct in a variety of business situations that apply to our worldwide workforce. Among other things, these global standards of business conduct address relationships with one another, relationships with Lam (including conflicts of interest, safeguarding of Company assets, and protection of confidential information), and relationships with other companies and stakeholders (including anti-corruption).
Insider trading policy. Our insider trading policy restricts the trading of Company stock by our directors, officers, and employees, and includes provisions addressing insider blackout periods and prohibiting hedges and pledges of Company stock.
Board Nomination Policies and Procedures
Board membership criteria. Under our corporate governance guidelines, the nominating and governance committee is responsible for assessing the appropriate balance of experience, skills, and characteristics required for the Board and for recommending director nominees to the independent directors.
The guidelines direct the committee to consider all factors it considers appropriate. The committee need not consider all of the same factors for every candidate. Factors to be considered may include but are not limited to: experience; business acumen; wisdom; integrity; judgment; the ability to make independent analytical inquiries; the ability to understand the Company’s business environment; the candidate’s willingness and ability to devote adequate time to board duties; specific skills, background, or experience considered necessary or desirable for board or committee service; specific experiences with other businesses or
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| | | Lam Research Corporation 2017 Proxy Statement | | 7 |
organizations that may be relevant to the Company or its industry; diversity with respect to any attribute(s) the Board considers appropriate, including geographic, gender, age, and ethnic diversity; and the interplay of a candidate’s experiences and skills with those of other Board members.
The specific skills, background, and experiences that are evaluated in connection with board service include (but are not limited to or required):
| • | | Industry knowledge: knowledge of and experience with our industry and markets, including an understanding of our customers’ markets and needs; |
| • | | Technology knowledge: knowledge and understanding of semiconductor and semiconductor wafer front end technologies; |
| • | | Marketing experience: extensive knowledge and experience in business-to-business marketing and sales, and/or business development, preferably in a capital equipment industry; |
| • | | Business and operations leadership experience: experience as a current or former CEO, president and/or COO; |
| • | | Finance experience: profit and loss (“P&L”) and financing experience as an executive responsible for financial results of a breadth and level of complexity comparable to the Company; |
| • | | International business experience: experience as a current or former business executive resident outside the United States and responsible for at least one business unit outside the United States; |
| • | | Mergers and acquisitions experience (“M&A”): M&A and integration experience (including buy- and sell-side and hostile M&A experience) as a public company director or officer; |
| • | | Board/governance experience: experience with corporate governance requirements and practices |
| • | | Public relations/investor relations/public policy experience |
| • | | Cybersecurity expertise:understanding of and experience in overseeing corporate cybersecurity programs and having a history of participation in relevant cyber education |
The Board and the nominating and governance committee regard board refreshment as important, and strive to maintain an appropriate balance of tenure, turnover, diversity, and skills onto meet the needs of the Company and the Board. For In consideration of the Company’s evolving strategic priorities and as part of its refreshment planning, the nominating and governance committee regularly evaluates the Board’s composition, skills and experiences, diversity, and committee assignments to ensure that the Board functions effectively. See “Proxy Statement Summary – Figure 4. Director Nominee Key Qualifications, Skills and Experiences Highlights” and “Proxy Statement Summary – Figure 5. Director Nominee Composition Highlights” for additional information regarding the key qualifications, skills and experiences considered by the Board and the nominating and governance committee in nominating our nominees.
The Board is committed to diversity, and for many years, the composition of the Board has reflected that commitment. The Board believes that board diversity is important to serving the Board’s commitmentlong-term interests of the Company’s stockholders. In identifying potential director candidates outside the Company, the nominating and governance committee is committed to diversity. For example,actively seeking out qualified candidates who reflect diverse backgrounds, skills and experiences, including diversity of gender, sexual orientation, race and ethnicity, to include in the pool from which Board nominees are chosen, and any third-party search firms retained for a related search will be instructed to include such candidates in initial lists of candidates they prepare. As illustrated in “Proxy Statement Summary – Figure 5. Director Nominee Composition Highlights”, 67% of our nominees are diverse, either as to gender or as to ethnicity/race. Every year since 2006, the Board has had at least two female directors, and starting in 2019, the total number of female directors increased to three, representing 33% of our nominees. In 2020, we began asking directors to self-identify their ethnicity/race and reporting those metrics, and since 2006, andthat time 33% of our nominees have been diverse with respect to ethnicity/race. In addition, over the last 10 years, the Board has appointed directors who have expanded the experiences, and areas of substantive expertise, and geographic and industry diversity of the directors,Board, as illustrated by the information provided in their biographies under “Voting Proposals – Proposal No. 1: Election of Directors – 20172021 Nominees for Director” below. Most recently, The Board is also committed to the pursuit of Board has increased its geographic diversity with the appointment of two directors whose careers include significant leadership experience with major non-U.S. customersrefreshment and who reside in Asia.
Regarding tenure, thebalanced tenure. The Board believes that new perspectives and ideas are important to a forward-looking and strategic board, as is the ability to benefit from the valuable experience and familiarity of longer-serving directors. In linedirectors who can bring to bear their learnings from their experience with the Board’s pursuit of boardCompany and with the industry and business environment in which the Company operates. Our corporate governance guidelines do not impose a term limit on Board service; however, the Board regularly assesses the directors’ tenure mix and strives to maintain a balance that will ensure both fresh perspectives and experience on the Board. In addition, our corporate governance guidelines impose an age limitation for directors to be nominated to the Board, as described below under “Board Nomination Policies and Procedures – Board Membership Criteria” below.
The Board also considers refreshment and balanced tenure including considerationwith respect to the leadership and membership of any resignations,its standing committees, and the nominating and governance committee evaluates short-term and long-term roadmaps for committee membership and leadership on a regular basis. Director onboarding and education. To ensure that new directors are able to effectively participate in and contribute to the Board appointed twoas quickly as possible, we provide a comprehensive orientation and onboarding program for our new directors. Upon joining the Board, new directors withinparticipate in an orientation program which includes introductions to other Board members and our senior management team, and in depth learning about our industry, business, technology, operations, culture, people, performance, strategic plans, risk management and corporate governance practices, among other topics. The onboarding process also includes tours of one or more of our manufacturing or lab facilities. In addition, each new director is partnered with a longer-tenured director to facilitate their integration into the last fiscal year,Board. First time directors (i.e. those without prior public company board experience) are encouraged to attend an outside course shortly after joining the Board. Our Board is also committed to ongoing education. Our corporate governance guidelines provide that directors are expected to participate in educational events sufficient to maintain their understanding of their duties as directors and has appointed 12to enhance their ability to fulfill their responsibilities. In addition to any external educational opportunities that the directors find useful, the Company and the board leadership are expected to facilitate such participation by arranging for appropriate educational presentations from time to time. Board Nomination Policies and Procedures Board membership criteria. Under our corporate governance guidelines, the nominating and governance committee is responsible for recommending nominees to the independent directors, and the independent directors nominate the slate of directors for approval by our stockholders. In making its recommendations, whether for new or incumbent directors, in the last 10 years.Prior to recommendingnominating and governance committee assesses the nominationappropriate balance of an incumbent non-employee director for reelection, the committee reviews the experiences,experience, skills, and qualificationscharacteristics required for the Board at the time.
Our corporate governance guidelines set out a non-exclusive list of factors to be considered by the directornominating and governance committee in recommending nominees, which were selected by the Board to assessensure proper board composition and effectiveness. These factors are reviewed and updated by the continuing relevance of hisBoard on a regular basis. In May 2021, the factors were updated to include additional diversity attributes. The factors include, but are not limited to: •
experience; •
business acumen; •
wisdom; •
integrity; •
judgment; •
the ability to make independent analytical inquiries; •
the ability to understand the Company’s business environment; •
the candidate’s willingness and ability to devote adequate time to board duties; •
diversity with respect to any attribute(s) the Board considers appropriate, including geography, gender, sexual orientation, age, and ethnicity or her experiences,race; •
specific skills, and qualifications to thosebackground, or experience considered necessary or desirable for board or committee service; •
specific experiences with other businesses or organizations that may be relevant to the Company or its industry; and •
the interplay of a candidate’s experiences and skills with those of other Board members. In addition, our corporate governance guidelines provide that a director may not be nominated for re-election or reappointment to the Board at that time.after having attained the age of 75 years. To be nominated, a new or incumbent candidate must provide an irrevocable conditional resignation that will be effective upon (1) the director’s failure to receive the required majority vote at an annual meeting at which the nominee faces re-election and (2) the Board’s acceptance of such resignation. In addition, no director, after having attained Upon the agerecommendations of 75 years, may bethe nominating and governance committee, the independent members of the Board have nominated all of our current directors for re-election or reappointmentto serve on the Board. Each nominee’s key qualifications, skills, and attributes considered most relevant to the Board.nomination of the candidate to serve on the Board are reflected in their biography under “ Voting Proposals – Proposal No. 1: Election of Directors – 2021 Nominees for Director” below. For a summary of the key qualifications, skills, and attributes of the nominees to the Board, see “Proxy Statement Summary – Figure 4. Director Nominee Key Qualifications, Skills and Experiences Highlights.” Nomination procedure. The nominating and governance committee sets specific qualifications for new directors, and identifies, screens, evaluates, and recommends qualified candidates for appointment or election to the Board. The committee considers recommendations from a variety of sources, including search firms, Board members, executive officers, and stockholders. Nominations for election by the stockholders are made by the independent members of the Board. New candidates to join the Board typically meet with our chair, our lead independent director (if applicable), members of the nominating and governance committee, additional board members, and our president and CEO, as well as representatives of the Company’s executive team, prior to being considered for recommendation by the nominating and governance committee for appointment to the Board. See “Voting Proposals – Proposal No. 1: Election of Directors – 20172021 Nominees for Director” below for additional information regarding the 20172021 candidates for election to the Board. Lam Research Corporation 2021 Proxy Statement 11
Certain provisions of our bylaws apply to the nomination or recommendation of candidates by a stockholder. For example, in February 2017, the Board amended and restated our bylaws to provide that under certain circumstances, a stockholder, or group of up to 20 stockholders, who have maintained continuous ownership of at least three percent (3%) of our common stock for at least three years may nominate and include a specified number of director nominees in our annual meeting proxy statement that cannot exceed the greater of two or 20% of the aggregate number of directors then serving on the Board (rounded down). Information regarding the nomination procedure is provided in the “Voting and Meeting Information – Other Meeting Information – Stockholder-Initiated Proposals and Nominations for 20182022 Annual Meeting” section below. Director Independence Policies Board independence requirements. Our corporate governance guidelines require that a majority of the Board members be independent. No director will qualify as “independent” unless the Board affirmatively determines that the director qualifies as independent under the Nasdaq rules and has no relationship that would interfere with the exercise of independent judgment as a director. In addition, no non-employee director may serve as a consultant or service provider to the Company without the approval of a majority of the independent directors (and any such director’s independence must be reassessed by the full Board following such approval). Board member independence. The Board has determined that all current directors, other than Messrs. Anstice and Newberry,Mr. Archer, are independent in accordance with Nasdaq criteria for director independence. In making the determination, the Board considered prior employment with the Company, disclosed related party transactions, known familial relationships of directors with employees (not involving immediate family members) and commercial transactions involving other parties with common directorships, none of which qualified as related party transactions or were considered by the Board to interfere with the exercise of independent judgment as a director. Board committee independence. All members of the Board’s audit, compensation and human resources, and nominating and governance committees must be non-employee or outside directors and independent in accordance with applicable Nasdaq criteria as well as in the case of the compensation committee, applicable rules under section 162(m) of the Internal Revenue Code of 1986, as amended, or the “Code,” and Rule 16b-3 of the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” See “Board Committees” below for additional information regarding these committees. Lead independent director. Our corporate governance guidelines authorize the Board to designate a lead independent director from among the independent members. Mr. Talwalkar was appointed the lead independent director, effective August 27, 2015. SeeAs described below under “Leadership Structure of the Board,” below for information regarding the responsibilitiesan independent director, Mr. Talwalkar, currently serves as chairman of the Board, and as a result the Board has not designated a lead independent director. Executive sessions of independent directors. The Board and its audit, compensation and human resources, and nominating and governance committees hold meetings of the independent directors and committee members, without management present, as part of each regularly scheduled meeting and at any other time at the discretion of the Board or committee, as applicable. Board access to independent advisors. The Board as a whole, and each standing Board committee separately, has the complete authority to retain, at the Company’s expense, and terminate, in their discretion, any independent consultants, counselors, or advisors as they deem necessary or appropriate to fulfill their responsibilities.Board education program. Our corporate governance guidelines provide that directors are expected to participate in educational events sufficient to maintain their understanding of their duties as directors and to enhance their ability to fulfill their responsibilities. In addition to any external educational
opportunities that the directors find useful, the Company and the board leadership are expected to facilitate such participation by arranging for appropriate educational presentations from time to time.
Leadership Structure of the Board The currentCompany’s governance framework provides the Board with the authority and flexibility necessary to select the appropriate leadership structure for the Board. In making determinations about the leadership structure, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders. Under our corporate governance guidelines, the Board’s leadership structure includes a chair and may also include a separate lead independent director. Currently, Mr. Talwalkar, an independent director, serves as chairman of the Board, consists ofand as a chairman andresult the Board has not designated a lead independent director. The chairman, Mr. Newberry, served as chief executive officer of the Company from June 2005 to January 2012. The Board believes that this is the appropriate board leadership structure at this time. Lam and its stockholders benefit from having Mr. Newberry as its chairman, as he brings to bear his experience as CEO as well as his other qualifications in carrying out his responsibilities as chairman, whichchair’s duties include (1) preparing the agenda for the Board meetings with input from the CEO, the Board, and the committee chairs; (2) upon invitation, attending meetings of any of the Board committees onof which he isthey are not a member; (3) conveying to the CEO, together with the chair of the compensation and human resources committee, the results of the CEO’s performance evaluation; (4) reviewing proposals submitted by stockholders for action at meetings of stockholders and, depending on the subject matter, determining the appropriate body, among the Board or any of the Board committees, to evaluate each proposal, and making recommendations to the Board regarding action to be taken in response to such proposal; (5) as requested by the Board, providing reports to the Board on the chair’s activities; (6) coordinating and developing the agenda for, and moderating executive sessions of the Board’s independent directors; (7) conveying to the CEO, as appropriate, discussions from executive sessions of the Board’s independent directors; and (8) performing such other duties as the Board may reasonably request from time to time; and (6) providing reports to the Board on the chairman’s activities under his agreement. The Company and its stockholders also benefit from having a lead independent director to provide independent board leadership. The lead independent director is responsible for: (1) coordinating the activities of the independent directors; (2) consulting with the chairman regarding matters such as (a) schedules of and agendas for Board meetings, (b) the quality, quantity, and timeliness of the flow of information from management, and (c) the retention of consultants who report directly to the Board; and (3) developing the agenda for and moderating executive sessions of the Board’s independent directors.time. Other Governance Practices In addition to the principal policies and procedures described above, we have established a variety of other practices to enhance our corporate governance, including the following:Board and committee assessments. Every year, the Board conducts a self-evaluation of the Board, its committees, and the individual directors, overseen by the nominating and governance committee and generally led by the lead independent director and the chairman of the Board. From time to time, the evaluation is facilitated by an independent third-party consultant. The evaluation solicits the opinions of the directors regarding the effectiveness of the Board, committees, and individual directors in fulfilling its/their
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| | | Lam Research Corporation 2017 Proxy Statement | | 9 |
obligations. Feedback on Board and committee effectiveness is provided to the full Board for discussion, and feedback regarding individual director performance is provided to each individual director. The Board and committees identify and hold themselves accountable for any action items stemming from the assessment. The results of the evaluations are also considered as part of the director nomination process.
Director resignation or notification of change in executive officer status. Under our corporate governance guidelines, any director who is also an executive officer of the Company must offer to submit his or hertheir resignation as a director to the Board if the director ceases to be an executive officer of the Company. The Board may accept or decline the offer, in its discretion. The corporate governance
guidelines also require a non-employee director to notify the nominating and governance committee if the director changes or retires from his or hertheir executive position at another public company. The nominating and governance committee reviews the appropriateness of the director’s continuing Board membership under the circumstances, and the director is expected to act in accordance with the nominating and governance committee’s recommendations. Limitations on other board and committee memberships. The Board believes that it is critical that directors dedicate sufficient time to their service on the Board. Under our corporate governance guidelines, Board members may not serve on more than four public company boards (including service on the Company’s Board). Non-employee directors who are sitting executivesexecutive officers at other public companies may not serve on more than threetwo public company boards (including the Company’s Board). The nominating and governance committee will review the appropriateness of continued Board membership if a non-employee director who is a sitting executive serves on more than two such boards, and the director is expected to follow the recommendation of the nominating and governance committee. In addition, non-employee directors may not serve on more than three audit committees of public company boards (including the Company’s audit committee)., unless approved by the nominating and governance committee. Finally, the Company’s CEO may not serve on more than one other public company board. Director and executive stock ownership. Under the corporate governance guidelines, each non-employee director is expected to own at least the lesser of five times the value of the annual cash retainer (not including any committee chair or other supplemental retainers for directors) or 5,000 shares of Lam common stock, by the fifth anniversary of his or hertheir initial election to the Board. Guidelines for stock ownership by designated members of the executive management team are described below under “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis.” All of our directors and designated members of our executive management team were in compliance with the Company’s applicable stock ownership guidelines at the end of fiscal year 20172021 or have a period of time remaining under the programguidelines to do so.meet the requirements. Communications with Boardboard members. Any stockholder who wishes to communicate directly with the Board, with any Board committee, or with any individual director regarding the Company may write to the Board, the committee, or the director c/o Secretary, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538. TheSubject to certain exceptions specified in our corporate governance guidelines, the Secretary will forward all such communications to the appropriate director(s). Any stockholder, employee, or other person may communicate any complaint regarding any accounting, internal accounting control, or audit matter to the attention of the Board’s audit committee by sending written correspondence by mail (to Lam Research Corporation, Attention: Board Audit Committee, P.O. Box 5010, Fremont, California 94537-5010) or by telephone (855-208-8578) or internet (through the Company’s third-party provider website atwww.lamhelpline.ethicspoint.com)www.lamhelpline.ethicspoint.com). The audit committee has established procedures to ensure that employee complaints or concerns regarding audit or accounting matters will be received and treated anonymously (if the complaint or concern is submitted anonymously and if permitted under applicable law).
Our Board held a total of six meetings during fiscal year 2017.2021. The number of committee meetings held is shown in Figure 6.Figures 12-14. All of the directors attended at least 75% of the aggregate number of Board meetings and meetings of Board committees on which they served during their tenure in fiscal year 2017, with the exception of Mr. Cannon due to medical reasons. We expect his attendance going forward to be consistent with prior years.2021. We expect our directors to attend the annual meeting of stockholders each year unless unusual circumstances make attendance impractical. All but one of the individuals who were directors as of the 20162020 annual meeting of stockholders attended that meeting.
The Board has three standing committees: an audit committee, a compensation and human resources committee, and a nominating and governance committee. The purpose, membership, and charter of each are described below.Figure 6. Committee Membership
| | | | | | | | Current Committee Memberships | | Name | | Audit | | Compensation | | Nominating
and
Governance | | Eric K. Brandt | | Chair | | | | | | Michael R. Cannon | | x | | | | x | | Youssef A. El-Mansy | | | | x | | | | Christine A. Heckart | | x | | | | | | Catherine P. Lego | | | | Chair | | x | | Abhijit Y. Talwalkar | | | | x | | Chair | | Total Number of Meetings Held in FY2017 | | 9 | | 6 | | 4 |
Audit committee. The purpose Copies of the audit committee is to oversee the Company’s accounting and financial reporting processes and the audits of our financial statements, including the system of internal controls. As part of its responsibilities, the audit committee reviews and oversees the potential conflict of interest situations, transactions required to be disclosed pursuant to Item 404 of Regulation S-K of the SEC, and any other transaction involving an executive or Board member. A copy of the audit committeeeach charter isare available on the Investors section of our website at http://investor.lamresearch.com/corporate-governance.cfmcorporate-governance.
Lam Research Corporation 2021 Proxy Statement 13
Figure 12. Audit Committee | | Membership(1)(2) | | | Independence(4) | | | Meetings
in FY2021 | | | Purpose | | | | Michael R. Cannon(3)
Catherine P. Lego(3)
Bethany J. Mayer(3)
Leslie F. Varon (Chair)(3) | | | 4 of 4 | | | 9 | | | Purpose is to oversee the Company’s accounting and financial reporting processes, the Company’s Internal Audit Program, its investment policies and performance, its information security (including cybersecurity), its Ethics and Compliance Program, and the audits of our financial statements, including the system of internal controls. As part of its responsibilities, the audit committee reviews and oversees potential conflict of interest situations, transactions required to be disclosed pursuant to Item 404 of Regulation S-K of the SEC, and any other transaction involving an executive or Board member. | |
(1)
As of September 9, 2021. (2)
Each member is able to read and understand fundamental financial statements as required by the Nasdaq listing standards. (3)
Each is an “audit committee financial expert” as defined in the SEC rules. (4)
The Board concluded that all audit committee members are non-employee directors who are independent in accordance with the Nasdaq listing standards and SEC rules for audit committee member independenceindependence. Figure 13. Compensation and that each audit committee member is able to read and understand fundamental financial statements as required by the Nasdaq listing standards. The Board also determined that Messrs. Brandt and Cannon (both membersHuman Resources Committee | | Membership(1) | | | Independence(2) | | | Meetings
in FY2021 | | | Purpose | | | | Sohail U. Ahmed
Eric K. Brandt (Chair) Abhijit Y. Talwalkar
Lih Shyng (Rick L.) Tsai | | | 4 of 4 | | | 6 | | | Purpose is to discharge certain responsibilities of the Board relating to executive compensation; to oversee incentive, equity-based plans, and other compensatory plans in which the Company’s executive officers and/or directors participate; to produce an annual report on executive compensation for inclusion as required in the Company’s annual proxy statement; and to discharge certain responsibilities of the Board with respect to organization and people matters, including assisting the Board in overseeing ESG matters relating to the Company’s workforce. The committee is authorized to perform the responsibilities referenced above and described in its charter. | |
(1)
As of the committee) are each, and Messrs. Anstice, Newberry, and Talwalkar and Ms. Lego (members of the Board) each qualify as, an “audit committee financial expert” as defined in the SEC rules.September 9, 2021. Compensation committee.(2) The purpose of the compensation committee is to discharge certain responsibilities of the Board relating to executive compensation; to oversee incentive, equity-based plans, and other compensatory plans in which the Company’s executive officers and/or directors participate; and to produce an annual report on executive compensation for inclusion as required in the Company’s annual proxy statement. The compensation committee is authorized to perform the responsibilities of the committee referenced above and described in the charter. A copy of the compensation committee charter is available on the Investors section of our website athttp://investor.lamresearch.com/corporate-governance.cfm.
The Board concluded that all members of the compensation and human resources committee are non-employee directors who are independent in accordance with Rule 16b-3 of the Exchange Act and the Nasdaq criteria for director and compensation committee member independence and who are outside directors for purposes of section 162(m) of the Code.independence.
Figure 14. Nominating and governance committee.Governance Committee | | Membership(1) | | | Independence(2) | | | Meetings
in FY2021 | | | Purpose | | | | Eric K. Brandt
Michael R. Cannon (Chair)
Catherine P. Lego
Abhijit Y. Talwalkar | | | 4 of 4 | | | 4 | | | Purpose is to identify individuals qualified to serve as members of the Board of the Company; to recommend nominees for election as directors of the Company; to oversee self-evaluations of the Board’s performance; to develop and recommend corporate governance guidelines to the Board; to provide oversight with respect to corporate governance, and to assist the Board in overseeing ESG matters not assigned to other committees. The nominating and governance committee will consider for nomination persons properly nominated by stockholders in accordance with the Company’s bylaws and other procedures described below under “Voting and Meeting Information – Other Meeting Information – Stockholder – Initiated Proposals and Nominations for the 2022 Annual Meeting.” Subject to then-applicable law, stockholder nominations for director will be evaluated by the Company’s nominating and governance committee in accordance with the same criteria as is applied to candidates identified by the committee or other sources. | |
(1)
As of September 9, 2021. (2)
The purposeBoard concluded that all members of the nominating and governance committee is to identify individuals qualified to serve as members of the Board of the Company, to recommend nominees for election as directors of the Company, to oversee self-evaluations of the Board’s performance, to develop and recommend corporate governance guidelines to the Board, and to provide oversight with respect to corporate governance. A copy of the nominating and governance committee charter is available on the Investors section of our website athttp://investor.lamresearch.com/corporate-governance.cfm. The Board concluded that all nominating and governance committee members are non-employee directors who are independent in accordance with the Nasdaq criteria for director independence.
The nominating and governance committee will consider for nomination persons properly nominated by stockholders in accordance with the Company’s bylaws and other procedures described below under “Voting and Meeting Information – Other Meeting Information – Stockholder-Initiated Proposals and Nominations for 2018 Annual Meeting.” Subject to then-applicable law, stockholder nominations for director will be evaluated by the Company’s nominating and governance committee in accordance with the same criteria as is applied to candidates identified by the nominating and governance committee or other sources.
Board’s Role and Engagement General. The Board directs and oversees the management of the business and affairs of the Company. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved for the stockholders. Board agendas facilitate dialogue between the Board and management regarding drivers of long-term stockholder value and key strategic and operational risks. The Board’s and its committees’ agendas include both regular, recurring topics as well as time for special agenda topics that are scheduled on an as-needed basis by the Board or committee chairs, as applicable. The Board and its committees have the primary responsibilities of:for: discussing, reviewing, monitoring•
overseeing the Company’s business strategies, and approving the Company’s business strategies, capital allocation plans/plans and priorities, annual operating plan, and major corporate actions as set forth below;in the below sub-bullets; | ° | | A strategic plan is presented to the Board for discussion on an annual basis, and updates are presented at each quarterly Board meeting. |
| ° | | An operating plan is presented to the Board for discussion on an annual basis, and updates are presented at each quarterly Board meeting. |
| ° | | Capital allocation plans and priorities are discussed on a quarterly basis. |
| ° | | Major corporate actions are presented and discussed as part of strategic plan updates and as special agenda topics, as appropriate. |
◦
A strategic plan is presented to the Board for discussion on an annual basis; ◦
An operating plan is presented to the Board for discussion on an annual basis, and updates are presented at each quarterly Board meeting; ◦
Capital allocation plans and priorities are discussed on a quarterly basis; and ◦
Other major corporate actions are presented and discussed as part of management updates and as special agenda topics, as appropriate. •
appointing, annually evaluating the performance of, and approving the compensation of theour CEO; •
reviewing with theour CEO the performance of the Company’s other executive officers and approving their compensation; •
reviewing and approving CEO and top leadership succession planning; •
advising and mentoring the Company’s senior management; •
overseeing the Company’s internal controls over financial reporting and disclosure controls and procedures; •
overseeing the Company’s material risks and enterprise risk management processes and programs; •
overseeing the Company’s ethics and compliance programs, including the Company’s code of ethics;ethics, with updates presented to the audit committee quarterly and to the full Board annually; Continues on next page •
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overseeing the Company’s enterprise riskinformation security programs, with updates presented to the audit committee quarterly and to the full Board annually; •
overseeing human capital management, processeswith updates presented quarterly to the compensation and programs, described in further detail below.human resources committee and the full Board; and •
overseeing ESG, with updates presented to the nominating and governance committee semiannually and the Company’s ESG reporting reviewed by the full Board annually. Risk oversight.Oversight. The Board is actively engaged in risk oversight. Management regularly reports to the Board on its risk assessments and risk mitigation strategies for the major risks of our business. Generally, the Board exercises its oversight responsibility directly; however, in specific cases, such responsibility has been delegated to committees of the Board. Committees that have been charged with risk Lam Research Corporation 2021 Proxy Statement 15
oversight regularly report to the Board on those risk matters within their areas of responsibility. Risk oversight responsibility has been delegated to committees ofallocated between the Board and its committees as set forthsummarized in Figure 15 and described in more detail below. Figure 15. Risk Oversight •
Our audit committee oversees risks related to the Company’s accounting and financial reporting, internal controls, and the auditing of our annual financial statements.statement audits, independent registered public accounting firm, internal audit function, related party transactions, ethics and compliance program, investment policy and portfolio, hedging strategies, and tax strategies. The audit committee also oversees risks related to our independent registered public accounting firm, our internal audit function, and our related party transactions.information security program (including cybersecurity), with the responsibility of recommending such Board action as it deems appropriate. •
Our compensation and human resources committee oversees risks related to the Company’s equity and executive compensation programs and plans.plans, executive succession plans, employee engagement programs, and ESG matters relating to the Company’s workforce, including inclusion and diversity. •
Our nominating and governance committee oversees risks related to corporate governance, board effectiveness, director independence, Board and Board committee composition, and ESG matters not assigned to other committees. Stockholder Engagement We believe that engagement with our stockholders is an important part of effective corporate governance. Our senior management, including our president and CEO, succession planning.chief financial officer (“CFO”) and members of our Investor Relations team, maintain regular contact with a broad base of investors through quarterly earnings calls, meetings, investor day events, industry conferences and other investor and industry events. In addition, we regularly engage with major stockholders on governance matters, including executive compensation and ESG topics. The outreach is generally conducted outside of our proxy solicitation period and, depending on the topics, includes members of our Legal, Investor Relations and Human Resources functions, and may also include members of the Board. During the proxy solicitation period, we may also engage with our stockholders about topics to be addressed at our annual meeting of stockholders. Our process for engaging with stockholders on governance topics and annual meeting proposals is summarized in Figure 16 below. Figure 16. Stockholder Governance Engagement Cycle Through these engagements, we receive valuable input from our stockholders which helps us to evaluate key initiatives from additional perspectives. We share the opinions and information received from our stockholders with the Board. Over the last few years, we have heard from stockholders about their views on subjects such as executive compensation, ESG considerations, culture, leadership transitions, proxy access, returning capital to stockholders, director tenure, board refreshment, director skills and experiences, and board and workforce diversity. Understanding the feedback shared with us, we have adopted proxy access; have maintained our focus on board diversification, board refreshment based on skills and experiences, workforce diversity, and pay for performance; and have enhanced our proxy statement and annual ESG report disclosures. We engaged in extensive stockholder outreach on governance topics and annual meeting proposals in 2020, both prior to and during the proxy solicitation period, as illustrated in Figure 17 below. We have summarized our governance outreach efforts, and described the topics discussed, in Figure 17 below, as well as in “Compensation Discussion and Analysis – Overview of Executive Compensation – 2020 Say on Pay Voting Results and Stockholder Outreach”:
Figure 17. 2020 Stockholder Governance Outreach Summary ![[MISSING IMAGE: tm2120121d2-fc_fig17pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-120221/tm2120121d2-fc_fig17pn.jpg) | | Topics | | | What we heard from our stockholders | | | Our Perspective/How we responded | | | | Corporate governance | | | Stockholders appreciated the steps we have taken to increase the diversity of our Board and were interested in understanding the Board’s refreshment process. Stockholders were interested in better understanding the Board’s risk oversight role, including matters related to ESG. | | | We have enhanced our corporate governance guidelines to further emphasize the Board’s commitment to diversity and its expectations for the inclusion of diverse candidates in board candidate searches, and have expanded the factors to be used in selecting board nominees to include additional diversity criteria (see “Our Approach To Ensuring Board Effectiveness” and “Board Nomination Policies and Procedures” on pages 9-12). We have also added additional details regarding the Board’s role in overseeing ESG matters (see “Board’s Role and Engagement” on pages 15-16 and “Environmental, Social and Governance Oversight” on pages 18-19). | | | | Human Capital Management | | | Stockholders were interested in understanding the diversity of our workforce and our initiatives in that regard, our approach to assessing employee engagement, compensation measurements, and the impact of the COVID-19 pandemic on our workforce and how we have supported our employees. | | | We have increased the scope of the workforce diversity disclosure in our ESG report and have published our EEO-1 report for the 2020 calendar year in the ESG section of our website at lamresearch.com/ company/environmental-social-governance. For additional detail regarding our workplace diversity and inclusion initiatives, our approach to employee engagement, and our approach to addressing the impact of the COVID-19 pandemic on our workforce, see “Culture and Human Capital Management” on pages 17-18 and our ESG report available in the ESG section of our website (see address above). | | | | ESG | | | Stockholders supported our ESG reporting and approach and were interested in understanding how we determine our ESG areas of focus. Certain stockholders were interested in better understanding our supply chain governance. | | | We continue to enhance our ESG program and reporting. Our most recent annual ESG report for calendar year 2020 describes in detail our process for determining our areas of focus, our overall ESG strategy, the goals we have set, and our progress against those goals. Key to our approach is the integration of ESG principles into day-to-day operations. In our most recent ESG report, we have added additional detail regarding our supply chain and workforce programs. | | | | Executive Compensation | | | See “Compensation Discussion and Analysis – Overview of Executive Compensation – 2020 Say on Pay Voting Results and Stockholder Outreach” on pages 27-28. | |
Culture and Human Capital Management We endeavor to be a great place to work globally through a multi-faceted strategy that is rooted in fostering an inclusive and diverse workplace. The Board is actively engaged in overseeing our culture and the management of human capital, both directly and through its compensation and human resources committee. The compensation and human resources committee’s responsibilities include organizational and people matters, including reviewing executive officer succession plans as described below, reviewing employee engagement programs, and reviewing and assisting the Board in overseeing ESG matters relating to our workforce, including inclusion and diversity and the workforce portion of our annual ESG report. One of the Board’s primary responsibilities is to oversee the performance, development and succession of our executive talent; however, the Board’s involvement in people development extends beyond the executive team. The Board and the compensation and human resources committee engage with management across a broad range of human capital related topics. To support employees’ well-being and ensure Lam is a place where everyone feels valued and can do their best work, we have focused on inclusion and diversity; recruitment and development; employee engagement; providing a comprehensive compensation and benefits package; and health and safety. Since calendar year 2020, all of our named executive officers have had compensation goals related to culture, talent, and inclusion and diversity, to help ensure the members of our executive team are aligned with our corporate goals in these areas and are accountable for the results achieved (see “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis” below for more details). Since 2019, we have been conducting a series of employee surveys focused on employee engagement, culture, inclusion and diversity, manager effectiveness, well-being, and communications. The surveys provide management and the Board with valuable employee feedback and help ensure the executive leadership team is focused on and held accountable for fostering and promoting a culture and workplace environment that are consistent with Lam’s core values and with achieving our human capital goals. Based on employee feedback, we launched an inclusion and diversity program, expanded resources available for professional development, facilitated the creation of additional employee resource groups, created new job rotation and mentoring programs, and expanded our management training offerings. Lam Research Corporation 2021 Proxy Statement 17
Throughout the COVID-19 pandemic, our focus and priority have remained on the health, safety, and well-being of our employees. We took a holistic approach in response to the pandemic to safeguard our employees. We implemented health and safety procedures consistent with government guidelines and best practices for the health and safety of on-site workers, enabling staff to work remotely to the extent practicable. We distributed relief and recovery funds to employees, offered enhanced benefits to support the physical, mental and financial health of our employees, and provided other employee assistance programs to those experiencing disruptions due to the pandemic. The Board believes that visits to Company facilities and direct engagement with employees enable it to judge the Company’s cultural journey first-hand. Since 2017, the Board has visited our facilities in Fremont, Livermore, Tualatin, Taiwan and South Korea, and met directly with employees in small groups at all these locations in order to engage with and hear directly from them. Due to the pandemic, these in-person meetings have been paused, and are expected to resume when the circumstances permit. We are committed to equal opportunity and non-discrimination in our employment practices, including equitable compensation for work performed. The charter of our compensation and human resources committee includes oversight responsibility for our compensation policies and practices related to pay equity laws. We maintain robust employment policies and procedures to reinforce our commitment to equal opportunity, non-discrimination, and pay equity. Our policies and procedures prohibit discrimination, harassment or retaliation in any aspect of employment, including recruiting, hiring, promotion, or compensation. Environmental, Social and Governance Oversight An important part of advancing the industry and empowering progress is being a socially responsible company. Our core values underpin our commitments to sustainable growth and to making a positive contribution to people and the planet. We are committed to responsible and sustainable business practices and continuous improvement in our own operations, in our partnerships with our customers, across our supply chain and in our engagements with our other stakeholders. We invest in ESG across our business and integrate ESG principles into our day-to-day operations. Our ESG strategy is composed of six key pillars, as outlined below. This framework focuses our attention on our most important topics and pressing challenges, while helping us to deliver value to our stakeholders. Business and Governance. Our ESG governance framework is illustrated in Figure 18 below. While our Board is actively engaged in ESG oversight, the nominating and governance committee has the primary responsibility for our ESG priorities. For workforce-related issues, the compensation and human resources committee holds responsibility. The audit committee is responsible for oversight on ethics and compliance and information security. Management provides regular updates to the Board and these committees and engages them to discuss ESG strategy, gain alignment on goals, and report on progress. Our ESG executive steering committee is responsible for guiding our ESG strategy, approving and supporting initiatives, and holding business leaders accountable. Our cross-functional ESG leadership team is responsible for proposing goals, developing and executing strategy, and embedding ESG into our operations management system. In addition, we have topic-specific working groups to address key issues. Figure 18. Lam’s ESG Governance Structure Workplace. As described above in the “Culture and Human Capital Management” section, guided by our core values, we strive to provide a work environment that fosters inclusion and diversity, ensures every voice is heard, and enables employees to achieve their full potential. We aim to maintain a collaborative, supportive, and opportunity-rich culture that enhances innovation and employee engagement. We strive to protect the health and safety of our personnel throughout our entire operation, including our offices, manufacturing sites, research and development (“R&D”) centers, and our field team working at customer sites. Community. We believe that positively involving our employees and giving back to our community is central to our culture and an expression of our core values. Our charitable giving includes employee volunteer hours, the Lam Research Foundation grant program,
and employee donations. Our global philanthropy and volunteerism programs provide financial and human services to improve education and quality of life in the communities in which we operate. As a successful equipment supplier in the technology industry, we encourage students to pursue science, technology, engineering and math, or “STEM,” careers, engage in activities that give young people visibility into careers in the semiconductor industry, and support those students who demonstrate excellence in the STEM fields. We are also committed to creating positive impacts in communities around the world by contributing to local, national, and international organizations that support community needs such as hunger, food and water security, disadvantaged children and senior citizens, health improvement, and environmental protection. As part of our COVID-19 relief and recovery efforts, we have donated funds to our communities for both short-term assistance and longer-term recovery, including a portion dedicated to organizations supporting Black communities that have been disproportionately affected by the pandemic. We have also donated funds in support of initiatives fighting social injustice, by contributing to organizations that are working to end systemic racism through education, reform, and legislation. Sustainable Operations. Incorporating environmental sustainability into business leads to better products, more efficient operations, and added value for our customers. As the world tackles climate change and other critical environmental issues, we seek to do our part by responsibly managing our impact with global goals for energy efficiency, greenhouse gas emissions, water conservation, and waste reduction. We carefully monitor and manage our environmental impact across our business and work to implement cost-effective best practices, focusing our efforts where we believe we can have the biggest long-term impact. We look at impacts from procurement to manufacturing, during R&D and product design, and throughout a product’s lifecycle. We carefully manage our greenhouse gas emissions, set goals, and report progress annually to the CDP (formerly the Carbon Disclosure Project) and through our annual ESG report. We aim to communicate our approach to climate governance, strategy, risk management, metrics, and targets via the framework developed by the Task Force on Climate-Related Financial Disclosures and have been making progress towards achieving that goal. Products and Customers. We develop innovative products and solutions that meet or exceed safety requirements and incorporate energy efficiency features that benefit our customers and the environment. We also strive to extend the life of our products and solutions to enable our customers to realize greater value from our products with a potentially lower environmental impact. Responsible Supply Chain. We understand the importance of an ethical, responsible, resilient, and diverse supply chain, and we engage with our suppliers to address a wide range of issues including human rights, supplier diversity, environmental impact, and mineral sourcing. We are a strong proponent of supply chain-related industry standards and uphold the guidelines published by the Responsible Business Alliance (the “RBA”). Since 2019, Lam has been an affiliate member of the RBA, the world’s largest industry coalition dedicated to corporate responsibility in global supply chains. All of our direct suppliers are expected to adhere to our Global Supplier Code of Conduct, which incorporates the RBA code of conduct and covers topics such as ethics, integrity, transparency, anti-corruption, conflict minerals, human trafficking, environmental sustainability, and social responsibility. Acknowledgment of and consent to adhere to our Global Supplier Code of Conduct is a mandatory requirement of our new supplier onboarding process. For more information about our ESG efforts, please refer to our annual ESG report available in the ESG section of our website at lamresearch.com/company/environmental-social-governance. Our ESG report shall not be deemed “filed” with the SEC for purposes of federal securities law, and it shall not, under any circumstances, be incorporated by reference into any of the Company’s past or future SEC filings. The ESG report shall not be deemed soliciting material. Our director compensation is designed to attract and retain high-caliber directors and to align director interests with those of stockholders. Director compensation is reviewed and determined annually by the Board (in(and in the case of Messrs. NewberryMr. Archer, as our president and Anstice,CEO, his executive compensation is reviewed annually by the independent members of the Board), upon following a recommendation from the compensation and human resources committee. Non-employee director compensation (including the compensation of Mr. Newberry, who is currently our non-employee chairman) is described below. Mr. Anstice,Archer, whose compensation as president and CEO is described below under “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis,” does not receive additional compensation for his service on the Board. Lam Research Corporation 2021 Proxy Statement 19
Non-employee director compensation. Non-employee directors receive annual cash retainers and equity awards. The chairmanchair of the Board, committee chairs, the lead independent director (if applicable), and committee chairs and members receive additional cash retainers. Non-employee directors who join the Board or a committee midyearmid-year receive pro-rated cash retainers and equity awards, as applicable. Our non-employee director compensation program is based on service during the calendar year; however, SEC rules require us to report compensation in this proxy statement on a fiscal-yearfiscal year basis. Cash compensation paid to non-employee directors for the fiscal year ended June 25, 2017,27, 2021, together with the annual cash compensation program components in effect for calendar years 20162021 and 2017,2020, is shown in the table below. Figure 7.19. Director Annual Retainers | | Annual Retainers(1) | | | Calendar Year 2021
($) | | | Calendar Year 2020
($) | | | Fiscal Year 2021
($) | | | | Non-employee Director | | | 75,000 | | | 75,000 | | | 75,000 | | | | Chair | | | 130,000 | | | 130,000 | | | 130,000 | | | | Audit Committee – Chair | | | 30,000 | | | 30,000 | | | 30,000 | | | | Audit Committee – Member | | | 12,500 | | | 12,500 | | | 12,500 | | | | Compensation and Human Resources Committee – Chair | | | 20,000 | | | 20,000 | | | 20,000 | | | | Compensation and Human Resources Committee – Member | | | 10,000 | | | 10,000 | | | 10,000 | | | | Nominating and Governance Committee – Chair | | | 15,000 | | | 15,000 | | | 15,000 | | | | Nominating and Governance Committee – Member | | | 5,500 | | | 5,500 | | | 5,500 | |
(1) | | | | | | | | | | | | | | Annual Retainers | | Calendar
Year 2017
($) | | | Calendar
Year 2016
($) | | | Fiscal
Year 2017
($) | | | Non-employee Director | | | 65,000 | | | | 65,000 | | | | 65,000 | | | Lead Independent Director | | | 22,500 | | | | 22,500 | | | | 22,500 | | | Chairman | | | 160,000 | | | | 280,000 | | | | 220,000 | | | Audit Committee – Chair | | | 30,000 | | | | 30,000 | | | | 30,000 | | | Audit Committee – Member | | | 12,500 | | | | 12,500 | | | | 12,500 | | | Compensation Committee – Chair | | | 20,000 | | | | 20,000 | | | | 20,000 | | | Compensation Committee – Member | | | 10,000 | | | | 10,000 | | | | 10,000 | | | Nominating and Governance Committee – Chair | | | 15,000 | | | | 15,000 | | | | 15,000 | | | Nominating and Governance Committee – Member | | | 5,000 | | | | 5,000 | | | | 5,000 | |
Each Director is entitled to an annual non-employee director cash retainer. Directors are also entitled to supplemental retainer fees if they have board leadership positions (e.g., chair) and/or are either committee chairs or members. Each non-employee director also receives an annual equity grantaward on the first Friday following the annual meeting withmeeting. For the equity awards granted in November 2020, these had a targeted grant date value equal to $200,000$210,000 (the number of RSUs subject to the award is determined by dividing $200,000$210,000 by the closing price of a share of Company common stock as of the date of grant, rounded down to the nearest 10 shares). These grantsawards generally vest on October 31 in the year following the grant and are subject to the terms and conditions of the Company’s 2015 Stock Incentive Plan, as amended or the(the “2015 Plan,”Plan”), and the applicable award agreements. These grantsawards immediately vest in full: (1) if a non-employee director dies or becomes subject to a “disability” (as(as determined pursuant to the 2015 Plan), (2) upon the occurrence of a “Corporate Transaction” (as(as defined in the 2015 Plan), or (3) on the date of the annual meeting, if the annual meeting during the year in which the award was expected to vest occurs prior to the vest date and the non-employee director is not re-elected or retires or resigns effective immediately prior to the annual meeting. Non-employee directors who commence service after the annual equity award has been granted receive on the first Friday following the first regularly scheduled, quarterly Board meeting attended a pro-rated grantaward based on the number of regularly scheduled, quarterly Board meetings remaining in the year as of the effective date of the director’s appointment. The pro-rated grantsawards are subject to the same vesting schedule, terms and conditions as the annual equity awards, except that if the award is granted on the first Friday following the regularly scheduled quarterly November Board meeting, the grantaward vests immediately. On November 11, 2016, Dr. Tsai, who was appointed to the Board effective September 13, 2016,6, 2020, each director at such time other than our president and CEO received a pro-rated grant of 510 RSUs for service during calendar year 2016 that vested immediately.On November 11, 2016, each director other than Mr. Anstice and Dr. Koh, who was appointed a director on May 10, 2017, received a grant of 2,050 RSUs for service during calendar year 2017.
On May 12, 2017, Dr. Koh, who was appointed to the Board effective May 10, 2017, received a pro-rated grant of 1,000 RSUs for service during calendar year 2017.
2021. Unless there is an acceleration event, these RSUs granted to each current director for service during calendar year 20172021 will vest in full on October 31, 2017,2021, subject to the director’s continued service on the Board. Chairman compensation. Mr. Newberry, who served asvice-chairman from December 7, 2010 to November 1, 2012 and since such date has served as chairman, has a chairman’s agreement documenting his responsibilities, described above under “Governance Matters – Corporate Governance –Leadership Structure of the Board,” and compensation. Mr. Newberry entered into a chairman’s agreement with the Company commencing on January 1, 2017, and expiring on December 31, 2017, subject to the right of earlier termination in certain circumstances and a one-year extension upon mutual written agreement of the parties. The agreement provides that Mr. Newberry will serve as chairman (and not as an employee or officer) and in addition to his regular compensation as a non-employee director, he receives an additional cash retainer of $160,000 on the same date.
Mr. Newberry was eligible to participate through 2014 in the Company’s Elective Deferred Compensation Plan that is generally applicable to executives of the Company, subject to the general terms and conditions of such plan. He continues to maintain a balance in the plan until he no longer performs service for the Company as a director but is no longer eligible to defer any compensation into the plan.
The following table shows compensation for fiscal year 20172021 for persons serving as directors during fiscal 2017year 2021 other than Mr. Anstice: Archer:
Figure 8. FY201720. Director Compensation | | | | | | | | | | | | | | | | | | Director Compensation for Fiscal Year 2017 | | | | | Fees
Earned
or Paid
in Cash
($) | | | Stock Awards ($) (1) | | | All Other
Compen- sation ($) (2) | | | Total ($) | | | Stephen G. Newberry | | | 225,000 | (6) | | | 197,415 | (3) | | | 26,275 | | | | 448,690 | | | Eric K. Brandt | | | 95,000 | (7) | | | 197,415 | (3) | | | — | | | | 292,415 | | | Michael R. Cannon | | | 82,500 | (8) | | | 197,415 | (3) | | | — | | | | 279,915 | | | Youssef A. El-Mansy | | | 75,000 | (9) | | | 197,415 | (3) | | | 26,275 | | | | 298,690 | | | Christine A. Heckart | | | 77,500 | (10) | | | 197,415 | (3) | | | — | | | | 274,915 | | | Young Bum (YB) Koh | | | 48,750 | (11) | | | 148,690 | (4) | | | — | | | | 197,440 | | | Catherine P. Lego | | | 90,000 | (12) | | | 197,415 | (3) | | | 25,012 | | | | 312,427 | | | Krishna C. Saraswat(13) | | | — | | | | — | | | | — | | | | — | | | Abhijit Y. Talwalkar | | | 112,500 | (14) | | | 197,415 | (3) | | | — | | | | 309,915 | | | Lih Shyng (Rick L.) Tsai | | | 81,250 | (15) | | | 247,135 | (3),(5) | | | — | | | | 328,385 | |
(1) | The amounts shown in this column represent the grant date fair value of unvested RSU awards granted during fiscal year 2017 in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation – Stock Compensation, or “ASC 718.” However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. The assumptions used to calculate the fair value of the RSUs in fiscal year 2017 are set forth in Note 4 to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2017. |
(2) | Represents the portion of medical, dental, and vision premiums paid by the Company. |
(3) | On November 11, 2016, each non-employee director who was on the board received an annual grant of 2,050 RSUs based on the $97.49 closing price of Lam’s common stock and the target value of $200,000, rounded down to the nearest 10 shares. |
(4) | On May 12, 2017, Dr. Koh received a prorated annual grant of 1,000 RSUs based on the $149.58 closing price of Lam’s common stock and the target value of $150,000, rounded down to the nearest 10 shares. |
(5) | On November 11, 2016, Dr. Tsai received a prorated annual grant of 510 RSUs based on the $97.49 closing price of Lam’s common stock and the target value of $50,000, rounded down to the nearest 10 shares. |
(6) | Mr. Newberry received $225,000, representing his $160,000 chairman retainer and $65,000 annual retainer as a director. |
(7) | Mr. Brandt received $95,000, representing his $65,000 annual retainer and $30,000 as the chair of the audit committee. |
(8) | Mr. Cannon received $82,500, representing his $65,000 annual retainer, $12,500 as a member of the audit committee, and $5,000 as a member of the nominating and governance committee. |
(9) | Dr. El-Mansy received $75,000, representing his $65,000 annual retainer and $10,000 as a member of the compensation committee. |
(10) | Ms. Heckart received $77,500, representing her $65,000 annual retainer and $12,500 as a member of the audit committee. |
for Fiscal Year 2021| | | | | Fees Earned or
Paid in Cash
($) | | | Stock Awards
($)(1) | | | All Other
Compensation
($)(2) | | | Total
($) | | | | Sohail U. Ahmed | | | | | 85,000(3) | | | | | | 206,157(4) | | | | | | — | | | | | | 291,157 | | | | | Eric K. Brandt | | | | | 100,500(5) | | | | | | 206,157(4) | | | | | | — | | | | | | 306,657 | | | | | Michael R. Cannon | | | | | 102,500(6) | | | | | | 206,157(4) | | | | | | — | | | | | | 308,657 | | | | | Youssef A. El-Mansy(7) | | | | | — | | | | | | — | | | | | | 33,278 | | | | | | 33,278 | | | | | Catherine P. Lego | | | | | 93,000(8) | | | | | | 206,157(4) | | | | | | 31,883 | | | | | | 331,040 | | | | | Bethany J. Mayer | | | | | 87,500(9) | | | | | | 206,157(4) | | | | | | — | | | | | | 293,657 | | | | | Abhijit Y. Talwalkar | | | | | 220,500(10) | | | | | | 206,157(4) | | | | | | — | | | | | | 426,657 | | | | | Lih Shyng (Rick L.) Tsai | | | | | 85,000(11) | | | | | | 206,157(4) | | | | | | — | | | | | | 291,157 | | | | | Leslie F. Varon | | | | | 105,000(12) | | | | | | 206,157(4) | | | | | | — | | | | | | 311,157 | | |
(1)
ContinuesThe amounts shown in this column represent the grant date fair value of unvested RSU awards granted during fiscal year 2021 in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation (“ASC 718”). However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture.The fair value of RSUs was calculated based on next page the fair market value of the Company’s common stock at the date of grant, discounted for dividends.
(2)
uRepresents the portion of medical, dental and vision premiums paid by the Company.
(3)
Mr. Ahmed received $85,000, representing his annual retainers for calendar year 2021 of $75,000 for service as a director and $10,000 for service as a member of the compensation and human resources committee. | | | Lam Research Corporation 2017 Proxy Statement | | 13 |
(11) | Dr. Koh received $48,750 representing his partial year annual retainer as a director. |
(12) | Ms. Lego received $90,000, representing her $65,000 annual retainer, $20,000 as a the chair of the compensation committee, and $5,000 as a member of the nominating and governance committee. |
(13) | Dr. Saraswat resigned from his board membership effective November 7, 2016. All payments to Dr. Saraswat for the relevant fiscal year were paid in the prior fiscal year period. |
(14) | Mr. Talwalkar received $112,500, representing his $65,000 annual retainer, $22,500 as lead independent director, $10,000 as a member of the compensation committee, and $15,000 as the chair of the nominating and governance committee. |
(15) | Dr. Tsai received $81,250 representing his $65,000 annual retainer, and $16,250 representing his partial year annual retainer for calendar year 2016. |
(4)
On November 6, 2020, each non-employee director who was on the Board at such time received an annual grant for calendar year 2021 of 510 RSUs based on the $409.42 per share closing price of Lam’s common stock and the target value of $210,000, rounded down to the nearest 10 shares. All of these RSUs were outstanding and unvested as of June 27, 2021. (5)
Mr. Brandt received $100,500, representing his annual retainers for calendar year 2021 of $75,000 for service as a director, $20,000 for service as the chair of the compensation and human resources committee, and $5,500 for service as a member of the nominating and governance committee. (6)
Mr. Cannon received $102,500, representing his annual retainers for calendar year 2021 of $75,000 for service as a director, $15,000 for service as the chair of the nominating and governance committee, and $12,500 for service as a member of the audit committee. (7)
Dr. El-Mansy retired from the Board effective as of November 1, 2020 and as a result did not receive an annual retainer during fiscal year 2021. (8)
Ms. Lego received $93,000, representing her annual retainers for calendar year 2021 of $75,000 for service as a director, $12,500 for service as a member of the audit committee, and $5,500 for service as a member of the nominating and governance committee. (9)
Ms. Mayer received $87,500, representing her annual retainers for calendar year 2021 of $75,000 for service as a director and $12,500 for service as a member of the audit committee. (10)
Mr. Talwalkar received $220,500, representing his annual retainers for calendar year 2021 of $75,000 for service as a director, $130,000 for service as chairman, $10,000 for service as a member of the compensation and human resources committee, and $5,500 for service as a member of the nominating and governance committee. (11)
Dr. Tsai received $85,000, representing his annual retainers for calendar year 2021 of $75,000 for service as a director and $10,000 for service as a member of the compensation and human resources committee. (12)
Ms. Varon received $105,000, representing her annual retainers for calendar year 2021 of $75,000 for service as a director and $30,000 for service as the chair of the audit committee. Other benefits. Any members of the Board enrolled in the Company’s health plans on or prior to December 31, 2012, can continue to participate after retirement from the Board in the Company’s Retiree Health Plans. The Board eliminated this benefit for any person who became a director after December 31, 2012. The most recent valuation of the Company’s accumulated post-retirement benefit obligation under Accounting Standards CodificationASC 715,Compensation-Retirement Benefits, or “ASC 715,” as of June 25, 2017,27, 2021, for eligible former directors and the current directors who may become eligible, is shown below. Factors affecting the amount of post-retirement benefit obligation include current age, at enrollment, age at retirement, coverage tier (e.g., single, plus spouse, plus family), interest rate, and length of service. Figure 9. FY201721. Accumulated Post-Retirement Benefit Obligations | | Name | | | | Director Compensation for Fiscal Year 2017
| | Name | | Accumulated
Post-Retirement
Benefit Obligation,
as of June 25, 201727, 2021
($)
| | Stephen G. Newberry | Sohail U. Ahmed | | 918,000 | — | | | | Eric K. Brandt | | | — | | | | Michael R. Cannon | | | — | | | | Youssef A. El-Mansy | | | 627,000571,000 | | Christine A. Heckart | | | — | | Young Bum (YB) Koh | | | | | | Catherine P. Lego | | | 526,000456,000 | | Krishna C. Saraswat | Bethany J. Mayer | | | — | | | | Abhijit Y. Talwalkar | | | — | | | | Lih Shyng (Rick L.) Tsai | | | — | | | | Leslie F. Varon | | | — | |
Lam Research Corporation 2021 Proxy Statement 21
| | | — | | | Compensation Matters | |
Executive Compensation and Other Information
Compensation Discussion and Analysis This Compensation Discussion and Analysis or “CD&A,”(“CD&A”) describes our executive compensation program. It is organized into the following four sections: | | | I. | | Overview of Executive Compensation (Including Our Philosophy and Program Design) | II. | | Executive Compensation Governance and Procedures | III. | | Primary Components of Named Executive Officer Compensation; Calendar Year 2016 Compensation Payouts; Calendar Year 2017 Compensation Targets and Metrics | IV. | | Tax and Accounting Considerations |
Our CD&A discusses compensation earned by our fiscal year 20172021 “Named Executive Officers,” or “NEOs,”Officers” (“NEOs”), who are as follows: Figure 10. FY2017 NEOs22. Named Executive Officers for Fiscal Year 2021| | | | | Named Executive Officer | | | Position(s) | | Martin B. Anstice | Timothy M. Archer | | | President and Chief Executive Officer | | Timothy M. Archer | | Executive Vice President and Chief Operating Officer | | Douglas R. Bettinger | | | Executive Vice President and Chief Financial Officer | | | | Richard A. Gottscho | | | Executive Vice President, Corporate Chief Technology Officer | | Sarah A. O’Dowd | Patrick J. Lord | | | Executive Vice President, Customer Support Business Group and Global Operations | | | | Vahid Vahedi | | | Senior Vice President Chief Legal Officer, and SecretaryGeneral Manager, Etch Business Unit | |
Our CD&A is organized according to the following structure: | | | Table of Contents | | | Page | | | | | | | | | | | 23 | | | | | | | | | | | | 24 | | | | | | | | | | | | 25 | | | | | | | | | | | | 27 | | | | | | | | | | | | 28 | | | | | | | | | | | | 28 | | | | | | | | | | | | 29 | | | | | | | | | | | | 29 | | | | | | | | | | | | 29 | | | | | | | | | | | | 30 | | | | | | | | | | | | 30 | | | | | | | | | | | | | | | | | | | | | | | | 31 | | | | | | | | | | | | 31 | | | | | | | | | | | | 37 | | | | | | | | | | | | 39 | | | | | | | | | | | | 40 | | | | | | | | | | | | 40 | | | | | | | | | | | | 40 | | | |
I. OVERVIEW OF EXECUTIVE COMPENSATION To align with stockholders’ interests, our executive compensation program is designed to foster apay-for-performance culture and achieve the executive compensation objectives set forthdescribed in “Executive Compensation Philosophy and Program Design – Executive Compensation Philosophy” below. We have structured our compensation program and payouts to reflect these goals. Highlights of our executive compensation program are listed in “Proxy Statement Summary – Figure 7. Executive Compensation Highlights” above. Our president and CEO’s compensation in relation to each of our revenue and net income, isas well as the Company’s cumulative five-year total shareholder return on common stock compared against the cumulative returns of other indices, are shown below. Figure 11. FY2012-FY201723. CEO Pay for Performance for Fiscal Years 2016-2021 (1)
Continues“CEO Total Compensation” consists of base salary, annual incentive payments, accrued values of the cash payments under the long-term incentive program when applicable and grant date fair values of equity-based awards both under the long-term incentive program or otherwise, and all other compensation as reported in the “Summary Compensation Table” below.
The CEO Total Compensation for fiscal year 2019 represents Mr. Archer’s compensation for service as president and COO until December 5, 2018 and thereafter until the end of the 2019 fiscal year as president and CEO. For years prior to and after fiscal year 2019, the CEO Total Compensation relates to the compensation of the applicable CEO. The graph below compares Lam’s cumulative five-year total shareholder return on next page common stock with the cumulative total returns of the Nasdaq Composite Total Return Index, the Standard & Poor’s (“S&P”) 500 (TR) Index, and the Philadelphia Semiconductor Sector Total Return Index. The graph tracks the performance of a $100 investment in our common stock and in each of the indices (with the reinvestment of all dividends) for the five years ended June 27, 2021. Lam Research Corporation 2021 Proxy Statement u23
Figure 24. Comparison of Cumulative Five-Year Total Return COMPARISON OF CUMULATIVE FIVE-YEAR TOTAL RETURN*
Among the Company, the Philadelphia Semiconductor Sector Total Return Index,
the Nasdaq Composite Total Return Index, and
the S&P 500 (TR) Index *
$100 invested on June 26, 2016 in stock or June 30, 2016 in index, including reinvestment of dividends. Indices calculated on month-end basis. | | | Lam Research Corporation 2017 Proxy Statement | | 15 |
(1) | “CEO Total Compensation” consists of base salary, annual incentive payments, accrued values of the cash payments under the long-term incentive program when applicable and grant date fair values of equity-based awards under the long-term incentive program, and all other compensation as reported in the “Summary Compensation Table” below. |
(2) | The CEO Total Compensation for fiscal years 2012 and 2013 reflects awards covering a two-year performance period as compared to the three-year period in all subsequent fiscal years. In 2014, the committee granted one-time calendar year 2014 Gap Year Awards as defined below of Market-Based Performance Restricted Stock Unit, or “Market-Based PRSU,” stock options and RSUs on the terms set forth in Figure 16 of the 2014 proxy statement. The one-time 2014 Gap Year Award, with a value of $3,074,271 is reflected in the “Executive Compensation Tables –Summary Compensation Table” for fiscal year 2014 is not included in fiscal year 2014 CEO Total Compensation in order to allow readers to more easily compare compensation in prior and subsequent periods and better reflect the compensation payable in any fiscal year following the transition. In 2014, our LTIP was redesigned by: (i) establishing a program entirely composed of equity, (ii) introducing a new LTIP vehicle, a Market-Based PRSU, designed to reward eligible participants based on our stock price performance relative to the Philadelphia Semiconductor Sector Index (SOX), or “SOX index,” (iii) differentiating the metric in our LTIP from the absolute operational performance metrics used for the annual incentive program, and (iv) extending the performance period for the LTIP from two to three years. This change would have left participants with a gap in long-term incentive vesting opportunity in 2016. To ensure that participants received a long-term award that vested in 2016, the committee also awarded in 2014 a one-time gap year award with a two-year performance period, or the “Gap Year Award.” The target amount awarded under the Gap Year Award was equal to 50% of the target award opportunity under the regular three-year LTIP award. While the impact on the employee from the extended performance period and the Gap Year Award was to normalize the received compensation in any year, assuming the same year after year performance and target opportunities, the impact on the Company from such normalization was a higher grant-based compensation expense in fiscal year 2014. |
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Copyright © 2021 Standard & Poor’s, a division of S&P Global. All rights reserved. To understand our executive compensation program fully, we believe it is important to understand: •
our business, our industry environment, and our financial performance; and •
our executive compensation philosophy and program design. Our Business, Our Industry Environment, and Our Financial Performance Lam Research has been an innovative supplier
An overview of wafer fabrication equipmentour business and services to the semiconductor industry for more than 35 years. Our customer base includes leading semiconductor memory, foundry, and integrated device manufacturers that make products such asnon-volatile memory (NVM), DRAM memory, and logic devices. We aim to increase our strategic relevance with our customers by contributing more to their continued success. Our core technical competencyenvironment is integrating hardware, process,set forth in “Proxy Statement Summary” on page 1. materials, software, and process control enabling results on the wafer.
Our products and services are designed to help our customers build smaller, faster, and better performing devices that are used in a variety of electronic products, including mobile phones, personal computers, servers, wearables, automotive devices, storage devices, and networking equipment.
Semiconductor manufacturing, our customers’ business, involves the complete fabrication of multiple dies or integrated circuits on a wafer. This involves the repetition of a set of core processes and can require hundreds of individual steps. Fabricating these devices requires highly sophisticated process technologies to integrate an increasing array of new materials with precise control at the atomic scale. Along with meeting technical requirements, wafer processing equipment must deliver high productivity and be cost-effective.
Demand from the Cloud, Internet of Things (IoT), and other markets is driving the need for increasingly powerful and cost-efficient semiconductors. At the same time, there are growing technical challenges with traditionaltwo-dimensional scaling. These trends are driving significant inflections in semiconductor manufacturing, such as the increasing importance of vertical scaling strategies like 3D architectures as well as multiple patterning to enable shrinks.
We believe we are in a strong position with our leadership and competency in deposition, etch, and single-wafer clean to facilitate some of the most significant innovations in semiconductor device manufacturing. Several factors create opportunity for sustainable differentiation for us: our focus on research and development, with a breadth of programs across sustaining engineering, product and process development, and concept and feasibility; our ability to effectively leverage cycles of learning from our broad installed base; and our collaborative focus with ecosystem partners.
Although we have a June fiscal year end, our executive compensation program is generally designed and oriented on a calendar-yearcalendar year basis to correspond with our calendar-year-basedcalendar year-based business planning. This CD&A generally reflects a calendar-yearcalendar year (“CY”) orientation rather than a fiscal-yearfiscal year (“FY”) orientation, as shown below. The Executive Compensation Tables at the end of this CD&A are based on our fiscal year, as required by SEC regulations.
Figure 12.25. Executive Compensation Calendar-Year Orientation 
In calendar year 2016,2020, demand for semiconductor equipment increased relative to calendar year 2015 as technology inflections led2019, with growth across all segments of the market, and Lam’s global teams displayed resiliency despite the operational challenges presented by the COVID-19 pandemic, enabling the Company to higher investments. Against this backdrop, Lam delivereddeliver record financial performance.
Highlights for calendar year 2016:2020: •
achieved record revenuesrevenue of approximately $6.4$11.9 billion for the calendar year, representing an 8%a 25% increase over calendar year 2015;2019; •
generated operating cash flow of approximately $1.5$2.3 billion, which represents approximately 23%20% of revenues; and •
generated sufficient cash flow to support payment of approximately $191$686 million in dividends to stockholders, a 25% increase compared to calendar year 2015.stockholders. In the first half of calendar year 2017, investments for2021, wafer fabrication equipment spending have remained solidhas strengthened, driven by increases in semiconductor demand and our customers’ technology-oriented investments. We continued to increase our production output levels as customers transition to next-generation technology nodes, which are increasingly complex and more costly to produce.we operated under COVID-19-related safety protocols. In an improved wafer fabrication spending environment, Lam has continued to generatedelivered solid operating income and cash generation with revenues of $4.5$8.0 billion, and operating cash flows from operations of $1.2$2.6 billion earned from the March and June 20172021 quarters combined.
Executive Compensation Philosophy and Program Design Executive Compensation Philosophy The philosophy of our compensation and human resources committee that guided this year’s awards and payout decisions is that our executive compensation program should: •
provide competitive compensation to attract and retain top talent; •
provide total compensation packages that are fair to employees and reward corporate, organizational, and individual performance; •
align pay with business objectives while driving exceptional performance; •
optimize value to employees while maintaining cost-effectiveness to the Company; •
create stockholder value over the long term;long-term; •
align our annual program to annual performance and our long-term program to longer-term performance; •
recognize that a long-term, high-quality management team is a competitive differentiator for Lam, enhancing customer trust/market share and, therefore, stockholder value; and •
provide rewards when results have been demonstrated. Our compensation and human resources committee’s executive compensation objectives are to motivate: •
performance that creates long-term stockholder value; •
outstanding performance at the corporate, organization, and individual levels; and •
retention of a long-term, high-quality management team. Program Design Our program design incorporates an annual review of the compensation elements. However, a review can be undertaken whenever there is a change in roles or responsibilities or a new hire joins the Company. Our program design uses a mix of annual and long-term components, and a mix of cash and equity components. Our executive compensation program includes base salary,salary; an annual incentive program or “AIP,” and(“AIP”); a long-term incentive program (“LTIP”); promotion, retention and/or “LTIP,”new hire awards whenever necessary; as well as stock ownership guidelines and a compensation recovery policy. As illustratedThe primary elements of our executive compensation program are listed in Figure 26 below our program design is weighted towards performance and stockholder value. The performance-based program components include AIP cash payoutsare described in more detail in “III. Primary Components of NEO Compensation; CY2020 Compensation Payouts; CY2021 Compensation Targets and market-based equity and stock option awards under the LTIP.For senior vice presidents and above, we also have stock ownership guidelines that foster a long-term orientation. See next paragraph for additional information.
Metrics” below.
Continues on next page Lam Research Corporation 2021 Proxy Statement u25
Figure 26. Compensation Components | | Element | | | How it is Paid | | | Purpose/Design | | Lam Research Corporation 2017 Proxy Statement | Base Salary | 17 |
Figure 13. NEO Compensation Target Pay Mix Averages(1)
(1) | Data for 2017, 2016 | Cash | | | We believe the purpose of base salary is to provide competitive compensation to attract and 2015 charts isretain top talent and to provide employees, including our NEOs, with a fixed and fair amount of compensation for the then-applicablejobs they perform. Accordingly, we seek to ensure that our base salary levels are competitive in reference to peer group practice and market survey data. | | | | Annual Incentive Program (AIP) | | | Cash | | | Our annual incentive program is designed to provide annual, performance-based compensation that is based on the achievement of pre-set annual financial, strategic, and operational objectives aligned with outstanding performance, and will allow us to attract and retain top talent, while maintaining cost-effectiveness to the Company. For more details regarding the design of the annual incentive program, see “III. Primary Components of NEO Compensation; CY2020 Compensation Payouts; CY2021 Compensation Targets and Metrics – Annual Incentive Program” below. | | | | Long-Term Incentive Program (LTIP) | | | 50% market-based performance restricted stock units (“Market-based PRSUs”) 50% combination of stock options and service-based RSUs | | | Our long-term incentive program is designed to attract and retain top talent, provide competitive levels of compensation, align pay with stock performance over a multi-year period, reward our NEOs (i.e., fiscal year 2015 NEOs are represented infor outstanding Company performance, and create stockholder value over the 2015 chart, etc.). |
(2) | long-term. The Company’s LTIPprogram design provides that 50% of the target award opportunity is awarded in Market-based PRSUs and the remaining 50% in a combination of stock options and service-based RSUs, with at least 10% of the award in each of these two vehicles. In 2017calendar years 2020 and 2015,2021, the percentagepercentages of the LTIP target award opportunity awarded in stock options and service-based RSUs waswere 10% and 40%, respectively. In 2016, the corresponding percentages awarded in stock options and service-based RSUs were 20% and 30%. See “III. Primary Components of Named Executive Officer Compensation; Calendar Year 2016 Compensation Payouts; Calendar Year 2017 Compensation Targets and Metrics – Long-Term Incentive Program – Design”for further information regarding the impact of such a target pay mix. | |
(3) | For purposes of this illustration, we include Market-based PRSUsAs illustrated below, our program design is weighted toward performance and stockholder value. The performance-based program components include annual incentive program cash payouts and market-based equity and stock options as performance-based, but do not classify service-based RSUs as performance-based. |
Our stock ownership guidelines for our NEOs and certain other senior executives are shown below. option awards under the LTIP.
Figure 27. NEO Compensation Target Pay Mix Averages (1)
The requirements are specified in the alternative of shares or dollars to allow for stock price volatility. Ownership levels as shown below must be achieved within five years of appointment to oneCompany’s LTIP design provides that 50% of the below positions. Increased requirements due to promotionstarget award opportunity is awarded in Market-based PRSUs and the remaining 50% in a combination of stock options and service-based RSUs with at least 10% of the award in each of these two vehicles. In calendar years 2020 and 2021, the percentages of the LTIP target award opportunity awarded in stock options and service-based RSUs were 10% and 40%, respectively. See “III. Primary Components of Named Executive Officer Compensation; Calendar Year 2020 Compensation Payouts; Calendar Year 2021 Compensation Targets and Metrics – Long-Term Incentive Program – Design” for further information regarding the impact of such a target pay mix. (2)
For purposes of this illustration, we include Market-based PRSUs and stock options as performance-based, but do not classify service-based RSUs as performance-based. 2020 Say on Pay Voting Results and Stockholder Outreach We evaluate our executive compensation program and practices at least annually. Among other things, we consider the outcome of our most recent advisory vote on named executive officer compensation, or an increase “Say on Pay,” and input we receive from our stockholders. As is described above in the ownership guideline must be achieved within five years of promotion or a changemore detail in the guidelines. At the end of fiscal year 2017, all NEOs were in compliance“Governance Matters – Corporate Governance – Stockholder Engagement,” we engage regularly with our stock ownership guidelines or have astockholders, typically outside of our proxy solicitation period, of time remaining under the guidelines to meet the required ownership level.
on matters including executive compensation.Figure 14. Executive Stock Ownership Guidelines
| | | Position | | Guidelines (lesser of) | Chief Executive Officer | | 5x base salary or 65,000 shares | Executive Vice Presidents | | 2x base salary or 20,000 shares | Senior Vice Presidents | | 1x base salary or 10,000 shares |
Compensation Recovery, or “Clawback” Policy
Our executive officers covered by section 16 of the Exchange Act are subject to the Company’s compensation recovery, or “clawback,” policy. The clawback policy was adopted in August 2014 and will enable us to recover, within 36 months of the issuance of the original financial statements, the excess amount of cash incentive-based compensation issued starting in calendar year 2015 to officers covered by section 16 of the Exchange Act when a material restatement of financial results
is required. A covered individual’s fraud must have materially contributed to the need to issue restated financial statements in order for the clawback policy to apply to that individual. The recovery of compensation is not the exclusive remedy available in the event that the clawback policy is triggered.
Executive Compensation Highlights
Highlightsprimary components of our executive compensation program have remained consistent over the last several years and in general have received continuing support from our stockholders, as reflected in the voting results for our annual Say on Pay proposals shown in Figure 28 below. In 2019, our Say on Pay proposal received a lower than usual level of support, as a result of which we engaged in extensive stockholder outreach to better understand the views of our stockholders. We believe those engagement efforts, as well as the steps we have taken to address our stockholders’ questions and concerns, and improvements we have made to our disclosures regarding our executive compensation program, led directly to the significant increase in support our Say on Pay proposal received in 2020, when stockholders approved the proposal by a vote of 94.2% of votes cast.
Figure 28. Historical Say on Pay Votes (1) (1)
Percentages represented are listedas a percentage of votes cast. Abstentions are treated as votes cast and have the effect of “Against” votes with respect to the Say on Pay proposal. Figure 29 below summarizes what we heard from our stockholder outreach in 2020 with respect to executive compensation, our perspective on those views, and how we have responded. Lam Research Corporation 2021 Proxy Statement 27
Figure 4. 29. 2020 Executive Compensation Highlights.Stockholder Outreach | | Topics | | | What we heard from our stockholders | | | Our perspective/How we responded | | | | Use and Structure of Special Equity Awards | | | Some stockholders remained concerned by our issuance, in December 2018, of one time promotion or retention awards to two of our NEOs in connection with a management transition, and in particular, with the structure of these awards, including the lack of performance conditions. | | | While we view the special equity awards as a one-time supplement to our regular compensation program that served a critical purpose in our management transition,we have clarified that we are committed, going forward, to not granting one-time equity awards to our NEOs without a performance-based component. | | | | Our Annual Incentive Program | | | Some stockholders would like to see more disclosure relating to the individual performance factor component of the AIP in order to better understand how the program supports pay for performance. | | | We recognize the need to explain how the individual performance factor component of our AIP is linked to the operating metrics we use to manage our business, and ultimately to our business results and financial performance. We have added extensive detail to explain how the individual performance factor component of our CY2020 AIP was determined. | | | | Our Long-Term Incentive Program | | | Some stockholders would like us to consider incorporating an additional financial or operational performance-based metric in our LTIP, in addition to our current performance-based metric, which compares our “total return” stock price performance to the performance of an index (described in more detail below). | | | Our compensation and human resources committee regularly evaluates the structure of our compensation programs, with the assistance of their compensation consultant, to ensure that our programs continue to serve their intended purposes. While to date we have not identified an additional performance factor that the committee believes would improve the design and effectiveness of our LTIP, we continue to evaluate alternative metrics for potential use in our LTIP. | |
Other than the changes noted above, our compensation and human resources committee determined to maintain our executive compensation program and practices in their current form for calendar year 2021, in light of our stockholders’ continuing support. II.
II. EXECUTIVE COMPENSATION GOVERNANCE AND PROCEDURES Role of the Compensation and Human Resources Committee Our Board has delegated certain responsibilities to the compensation and human resources committee, or for purposes of this CD&A, the “committee,” through a formal charter. The committee1 oversees the compensation programs in which our chief executive officerCEO and his direct reports who are executive andor senior vice president reportspresidents participate. The independent members of our Board approve the compensation packages and payouts for our CEO. TheOur CEO is not present for any decisions regarding his compensation packages and payouts. Committee responsibilities include, but are not limited to: •
reviewing and approving the Company’s executive compensation philosophy, objectives, and strategies; •
reviewing and approving the appropriate peer group companies for purposes of evaluating the Company’s compensation competitiveness; •
reviewing, and approving where appropriate, equity-based compensation plans; •
causing the Board to perform a periodic performance evaluation of theour CEO; •
recommending to the independent members of the Board (as determined under both Nasdaq’s listing standards and section 162(m) of the Code) corporate goals and objectives under the Company’s compensation plans, compensation packages (e.g., annual base salary level, annual cash incentive award, long-term incentive award and any employment agreement, severance arrangement,change-in-control arrangement, equity grant, or special or supplemental benefits, and any material amendment to any of the foregoing) as applicable to theour CEO, and compensation payouts for theour CEO; •
annually reviewing with theour CEO the performance of the Company’s other executive officers in light of the Company’s executive compensation goals and objectives and approving the compensation packages and compensation payouts for such individuals; •
reviewing and recommending for appropriate Board action all cash, equity-based and other compensation packages, and compensation payouts applicable to the chairmanchair and other non-employee members of the Board; •
overseeing management’s determination as to whether the compensation policies and practices, including those related to pay equity laws, create risks that are reasonably likely to have a material adverse effect on the Company; •
reviewing the results of “Say on Pay” votes and considering whether any adjustments to the Company’s executive compensation program are appropriate; and •
establishing stock ownership guidelines applicable to the Company’s executive officers and recommending to the Board stock ownership guidelines applicable to the chair and other members of the Board;Board.
1
For purposes of this CD&A, a reference to a compensation action or decision by the committee with respect to our CEO means an action or decision by the independent members of our Board after considering the recommendation of the committee and, reviewing, and approving where appropriate, equity-based compensation plans.in the case of all other NEOs, an action or decision by the committee.
The committee is authorized to delegate such of its authority and responsibilities as the committeeit deems proper and consistent with legal requirements to its members, of the committee, any other committee of the Board andand/or one or more officers of the Company, in accordance with the provisions of the Delaware General Corporation Law. For additional information on the committee’s responsibilities and authorities, see “Governance Matters – Corporate Governance – Board Committees – Compensation and Human Resources Committee ” above. In order to carry out these responsibilities, the committee receives and reviews information, analysisanalyses, and proposals prepared by our management and by the committee’s compensation consultant (see “Role of Committee Advisors” below). Role of Committee Advisors The committee is authorized to engage its own independent advisors to assist in carrying out its responsibilities. The committee has engaged the services of Compensia, Inc. (“Compensia”), or “Compensia,” a national compensation consulting firm, as the committee’s compensation consultant. Compensia provides the committee with independent and objective guidance regarding the amount and types of compensation for our chairman,chair, non-employee directors, and executive officers, and how these amounts and types of compensation compare to other companies’ compensation practices, as well as guidance on market trends, evolving regulatory requirements, compensation of our independentnon-employee directors, peer group composition, and other matters as requested by the committee. Representatives of Compensia regularly attend committee meetings (including executive sessions without management present), communicate with the committee chair outside of meetings, and assist the committee with its consideration of performance metrics and goals. Compensia reports to the committee, not to management. At the committee’s request, Compensia meets with members of management to gather and discuss information that is relevant to advising the committee. The committee may replace Compensia or hire additional advisors at any time. Compensia has not provided any other services to the committee or to our management, and has received no compensation from us other than with respect to the services described above. The committee assessed the independence of Compensia pursuant to SEC rules and Nasdaq listing standards, including the following factors: (1) the absence of other services provided by it to the Company; (2) the fees paid to it by the Company as a percentage of its total revenue; (3) its policies and procedures to prevent conflicts of interest; (4) the absence of any business or personal relationships with committee members; (5) the fact that it does not own any Lam common stock; and (6) the absence of any business or personal relationships with our executive officers. The committee assessed this information and concluded that the work of Compensia had not raised any conflict of interest.
Our CEO, with support from our human resources and finance organizations, develops recommendations for the compensation of our other executive officers. Typically, these(1) | For purposes of this CD&A, a reference to a compensation action or decision by the committee with respect to our chairman and our president and chief executive officer, means an action or decision by the independent members of our Board after considering the recommendation of the committee and, in the case of all other NEOs, an action or decision by the compensation committee. |
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| | | Lam Research Corporation 2017 Proxy Statement | | 19 |
recommendations cover base salaries, annual incentive program target award opportunities, long-term incentive program target award opportunities, and the criteria upon which these award opportunities may be earned, as well as actual payout amounts under the annual and long-term incentive programs. The committee considers theour CEO’s recommendations within the context of competitive compensation data, the Company’s compensation philosophy and objectives, current business conditions, the advice of Compensia, and any other factors it considers relevant. At the request of the committee, our chairman also provides input to the committee. Our CEO attends committee meetings at the request of the committee but leaves the meeting for any deliberations related to and decisions regarding his own compensation, when the committee meets in executive session, and at any other time requested by the committee.
Peer Group Practices and Survey Data In establishing the total compensation levels of our executive officers, as well as the mix and weighting of individual compensation elements, the committee monitors compensation data from a group of comparably sized companies in the technology industry or the(the “Peer Group,”Group”), which may differ from peer groups used by stockholder advisory firms. The committee selects the companies constituting our Peer Group based on their comparability to our lines of business and industry, annual revenue, and market capitalization, and our belief that we are likely to compete with them for executive talent. Our Peer Group is focused on U.S. based, public semiconductor, semiconductor equipment and materials companies that file standard reports with the SEC as domestic issuers, and similarly sizedsimilarly-sized high-technology equipment and hardware companies with a global presence and a significant investment in research and development. The table below summarizes how the Peer Group companies compare to the Company: Figure 15. 201730. Peer Group Revenue and Market Capitalization | | Metric | | | Lam Research
($M) | | | Target for Peer Group | | | Peer Group
Median
($M) | | | | Revenue (last completed reported four quarters as of June 29, 2020) | | | 9,614 | | | Approximately 0.33 to 3 times Lam | | | 9,584 | | | | Market Capitalization (30-day average as of June 29, 2020) | | | 42,036 | | | Approximately 0.33 to 3 times Lam | | | 29,374 | |
Lam Research Corporation 2021 Proxy Statement | | | | | | | | | | | | Metric | | Lam Research ($M) | | | Target for
Peer Group | | Peer Group Median ($M) | | | Revenue (last completed four quarters as of June 20, 2016) | | | 5,821 | | | 0.33 to
3.0 times Lam | | | 4,492 | | | Market Capitalization (30-day average as of June 20, 2016) | | | 12,722 | | | 0.33 to
3.0 times Lam | | | 12,203 | |
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Based on these criteria, the Peer Group and targets may be modified from time to time. Our Peer Group was reviewed in August 20162020 for calendar year 20172021 compensation decisions and, based on the criteria identified above, one company was added to the Peer Group (NXP Semiconductors N.V.) and two companies were addedremoved (ON Semiconductor Corporation and Juniper Networks, Inc.). These changes were made to the peer group (Micron Technology and Skyworks Solutions) and three companies (Avago Technologies, Freescale Semiconductor, and Marvel Technologyensure that our Peer Group Ltd.) were removed.continues to fit within our Peer Group criteria outlined above. Our Peer Group consists of the companies listed as follows.
follows: Figure 16. CY201731. Peer Group Companies for Calendar Year 2021| | | | | Advanced Micro Devices, Inc. | | Micron Technology | KLA Corporation | | | Qualcomm Incorporated | | | | Agilent Technologies, Inc. | | Maxim Integrated Products, Inc. | Microchip Technology Incorporated | | | Seagate Technology PLC | | | | Analog Devices, Inc. | | NetApp, | Micron Technology, Inc. | | | Skyworks Solutions, Inc. | | | | Applied Materials, Inc. | | | NetApp, Inc. | | | Texas Instruments Inc. | | | | Broadcom Inc. | | | NVIDIA Corporation | | | Western Digital Corporation | | Broadcom Limited | | ON Semiconductor Corporation | | Corning Incorporated | | SanDisk Corporation | Juniper Networks, Inc. | NXP Semiconductors N.V. | Skyworks Solutions | KLA-Tencor Corporation | | Xilinx, Inc. | |
We derive revenue, market capitalization, and NEO compensation data from public filings made by our Peer Group companies with the SEC and from other publicly available sources. Radford Technology Survey data may be used to supplement compensation data from public filings as needed. The committee reviews compensation practices and selected data on base salary, bonus targets, total cash compensation, equity awards, and total compensation drawn from the Peer Group companies and/or the Radford Technology Survey as a reference to help ensure compensation packages are consistent with market norms. Base pay levels for each executive officer are generally set with reference to market competitivemarket-competitive levels and in reflection of each officer’s skills, experiences, and performance. Variable pay target award opportunities and total direct compensation for each executive officer are generally designed to deliver market competitivemarket-competitive compensation for the achievement of stretch goals, with downside risk for underperforming and upside reward for success.overperforming. For those executive officers who are new to their roles, compensation arrangements may be designed to deliver below marketbelow-market compensation for a period of time. However, the committee does not “target” pay at any specific percentile. Rather, individual pay positioning depends on a variety of factors, such as prior job performance, job scope and responsibilities, skill set, prior experience, time in position, internal comparisons of pay levels for similar skill levels or positions, our goals to attract and retain executive talent, Company performance, and general market conditions.
Assessment of Compensation Risk Management, with the assistance of Compensia, the committee’s independent compensation consultant, conducted a compensation risk assessment in 20172021 and concluded that the Company’s current employee compensation programs are not reasonably likely to have a material adverse effect on the Company’s business. 2016 Say on Pay Voting Results; Company Response
We evaluate our executive compensation program annually. Among other things, we consider the outcome of our most recent Say on Pay voteTax and input we receive from our stockholders. In 2016, our stockholders approved our 2016
Accounting Considerationsadvisory vote on executive compensation, with 98.32% of the votes cast in favor of the advisory proposal. We believe that our most recent Say on Pay vote signifies our stockholders’ support of our executive compensation program and practices. We did not make any material changes to our programs and practices in fiscal year 2017.
III. PRIMARY COMPONENTS OF NAMED EXECUTIVE OFFICER COMPENSATION; CALENDAR YEAR 2016 COMPENSATION PAYOUTS; CALENDAR YEAR 2017 COMPENSATION TARGETS AND METRICS
This section describes the components of our executive compensation program. It also describes, for each component, the payouts to our NEOs for calendar year 2016 and the forward-looking actions taken with respect to our NEOs in calendar year 2017.
Base Salary
We believe the purpose of base salary is to provide competitive compensation to attract and retain top talent and to provide compensation to employees, including our NEOs, with a fixed and fair amount of compensation for the jobs they perform. Accordingly, we seek to ensure that our base salary levels are competitive in reference to Peer Group practice and market survey data. Adjustments to base salary are generally considered by the committee each year in February.
For calendar years 2017 and 2016, base salaries for NEOs were determined by the committee in February of each year and became effective on March 1 or the first day of the pay period that included March 1 (if earlier), based on the factors described above. The following base salary adjustments for 2017 were made to remain competitive against our Peer Group and reflect performance as follows: Mr. Archer’s base salary was increased by 5%, Mr. Anstice’s was increased by 3.1%, Mr. Bettinger’s and Ms. O’Dowd’s were increased by 3%, and Dr. Gottscho’s was increased by 2%. The base salaries of the NEOs for calendar years 2017 and 2016 are as follows:
Figure 17. NEO Annual Base Salaries
| | | | | | | | | | Named Executive Officer | | Annual Base
Salary
2017 (1)
($) | | | Annual Base
Salary
2016 (2) ($) | | | Martin B. Anstice | | | 990,000 | | | | 960,000 | | | Timothy M. Archer | | | 668,367 | | | | 636,540 | | | Douglas R. Bettinger | | | 584,010 | | | | 567,000 | | | Richard A. Gottscho | | | 567,324 | | | | 556,200 | | | Sarah A. O’Dowd | | | 462,341 | | | | 448,875 | |
(1) | Effective February 27, 2017 |
(2) | Effective February 29, 2016 |
Annual Incentive Program
Design
Our annual incentive program is designed to provide annual, performance-based compensation that: (1) is based on the achievement ofpre-set annual financial, strategic, and operational objectives aligned with outstanding performance, and (2) will allow us to attract and retain top talent, while maintaining cost-effectiveness to the Company. The committee establishes individual target award opportunities for each NEO as a percentage of base salary. Specific target award opportunities are determined based on job scope and responsibilities, as well as an assessment of Peer Group data. Awards have a maximum payment amount defined as a multiple of the target award opportunity. The maximum award for 2016 and 2017 was set at 2.25 times target, consistent with prior years.
Annual incentive program components
Annual incentive program components, each of which plays a role in determining actual payments made, include:
a Funding Factor,
a Corporate Performance Factor, and
various Individual Performance Factors.
The Funding Factor is set by the committee to create a maximum payout amount from which annual incentive program payouts may be made. The committee may exercise negative (but not positive) discretion against the Funding Factor result, and generally the entire funded amount is not paid out. Achievement of a minimum level of performance against the Funding Factor goals is required to fund any program payments. In February 2016, for calendar year 2016, the committee setnon-GAAP operating income as a percentage of revenue as the metric for the Funding Factor, with the following goals:
a minimum achievement of 5%non-GAAP operating income as a percentage of revenue was required to fund any program payments, and
achievement ofnon-GAAP operating income (as a percentage of revenue) greater than or equal to 20% resulting in the maximum payout potential of 225% of target,
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| | | Lam Research Corporation 2017 Proxy Statement | | 21 |
with actual funding levels interpolated between those points.
The committee selectednon-GAAP operating income as a percentage of revenue because it believes that operating income as a percentage of revenue is the performance metric that best reflects core operating results.2Non-GAAP operating income is considered useful to investors for analyzing business trends and comparing performance to prior periods. By excluding certain costs and expenses that are not indicative of core results,non-GAAP results are more useful for analyzing business trends over multiple periods.
As a guide for using negative discretion against the Funding Factor results and for making payout decisions, the committee primarily tracks the results of the following two components that are weighted equally in making payout decisions, and against which discretion may be applied in a positive or negative direction, provided the Funding Factor result is not exceeded:
the Corporate Performance Factor, which is based on a corporate-wide metric and goals that are designed to be stretch goals that apply to all NEOs; and
the Individual Performance Factors, which are designed to be stretch goals and are based on organization-specific metrics and individual performance that apply to each individual NEO. In addition, in assessing individual performance, the CEO considers the performance of the whole executive team.
The specific metrics and goals, and their relative weightings, for the Corporate Performance Factor are determined by the committee based upon the recommendation of our CEO, and the Individual Performance Factors are determined by our CEO, or in the case of the CEO, by the committee.
The metrics and goals for the Corporate and Individual Performance Factors are set annually. Goals are set depending on the business environment, ensuring that they
are stretch goals regardless of changes in the business environment. Accordingly, as business conditions improve, goals are set to require better performance, and as business conditions deteriorate, goals are set to require stretch performance under more difficult conditions.
We believe that, over time, outstanding business results create stockholder value. Consistent with this belief, multiple performance-based metrics(non-GAAP operating income, product market share, and strategic operational, and organizational metrics) are established for our NEOs as part of the Corporate and Individual Performance Factors.
We believe the metrics and goals set under this program, together with the exercise of discretion by the committee as described above, have been effective to motivate our NEOs and the organizations they lead and to achievepay-for-performance results.
(2) | Non-GAAP results are designed to provide information about performance without the impact of certainnon-recurring and othernon-operating lineitems. Non-GAAP operating income is derived from GAAP results, with charges and credits in the following line items excluded from GAAP results for applicable quarters during fiscal years 2017 and 2016: restructuring charges; acquisition-related costs, including net acquisition funding interest expense; costs associated with rationalization of certain product configurations; amortization related to intangible assets acquired in the Novellus Systems, Inc. transaction; acquisition-related inventory fair value impact; costs associated with campus consolidation; litigation settlement; costs associated with business process reengineering; and gain on sale of assets, net of associated exit costs. |
Figure 18. Annual Incentive Program Payouts
| | | | | | | Calendar
Year | | Average NEO’s
Annual Incentive
Payout as % of Target
Award Opportunity | | | Business Environment | | 2016 | | | 166 | | | Strong operating performance and continued expansion of served available markets, supported by stable economic conditions. Healthy demand for semiconductor equipment driven by capacity and technology investments. | | 2015 | | | 159 | | | Strong operating performance and expansion of served available markets, supported by stable economic conditions. Robust demand for semiconductor equipment driven by both capacity and technology investments. | | 2014 | | | 127 | | | Strong operating performance supported by stable economic conditions and healthy demand for semiconductor equipment; Company growth in various growing industry technology inflections |
Calendar year 2016 annual incentive program parameters and payout decisions
In February 2016, the committee set the calendar year 2016 target award opportunity and established the metrics and goals for the Funding Factor, the metrics and annual goals for the Corporate Performance Factor, and the metrics and goals for the Individual Performance Factors for each NEO were established. In February 2017, the committee considered the actual results under these factors and made payout decisions for the calendar year 2016 program, all as described below.
2016 Annual Incentive Program Target Award Opportunities. The annual incentive program target award opportunities for calendar year 2016 for each NEO were as set forth in Figure 19 below in accordance with the principles set forth above under “Executive Compensation Governance and Procedures – Peer Group Practices and Survey Data.”
2016 Annual Incentive Program Corporate Performance Factor. In February 2016, the committee setnon-GAAP operating income as a percentage of revenue as the metric for the calendar year 2016 Corporate Performance Factor, and set:
a goal of 20% of revenue for the year, which was designed to be a stretch goal, and which would result in a Corporate Performance Factor of 1.00;
a minimum Corporate Performance Factor of 0.20 for any payout; and
a maximum Corporate Performance Factor of 1.50 for the maximum payout.
These goals were designed to be stretch goals. Actualnon-GAAP operating income as a percentage of revenue was 22.9% for calendar year 2016. This performance resulted in a total Corporate Performance Factor for calendar year 2016 of 1.29.
2016 Annual Incentive Program Organization/Individual Performance Factor. For 2016, the organization-specific performance metrics and goals for each NEO’s Individual Performance Factor were set on an annual basis, and were designed to be stretch goals. The Individual Performance Factor for Mr. Anstice for calendar year 2016 was based on the average of the Individual Performance Factors of all the
executive and senior vice presidents reporting to him. For all other NEOs, their respective Individual Performance Factors were based on market share and/or strategic, operational, and organizational performance goals specific to the organizations they managed, as described in more detail below.
The accomplishments of actual individual performance against the established goals described below during 2016 were considered.
Mr. Archer’s Individual Performance Factor for calendar year 2016 was based on the accomplishment of market share, and strategic, operational, and organizational development goals for the global sales organization, the customer support business group and global operations.
Mr. Bettinger’s Individual Performance Factor for calendar year 2016 was based on the accomplishment of strategic, operational, and organizational development goals for finance, global information systems, and investor relations.
Dr. Gottscho’s Individual Performance Factor for calendar year 2016 was based on the accomplishment of market share, and strategic, operational, and organizational development goals for the product groups – deposition, etch, and clean.
Ms. O’Dowd’s Individual Performance Factor for calendar year 2016 was based on the accomplishment of strategic, operational, and organizational development goals for the legal department.
In consideration of the CEO’s assessment of each individual’s achievements and the teamwork demonstrated to deliver the overall strong company performance in 2016, the committee exercised discretion such that each NEO received an Individual Performance Factor of 1.29 (equal to the Corporate Performance Factor) for the 2016 calendar year.
2016 Annual Incentive Program Payout Decisions. In February 2017, in light of the Funding Factor results and based on the above results and decisions, the committee approved the following payouts for the calendar year 2016 annual incentive program for each NEO, which were substantially less than the maximum payout available under the Funding Factor:
Figure 19. CY2016 Annual Incentive Program Payouts
| | | | | | | | | | | | | | | | | | Named Executive Officer | | Target Award
Opportunity
(% of Base Salary) | | | Target Award
Opportunity ($) (1) | | | Maximum Payout under
Funding Factor (225.0% of
Target Award Opportunity) ($) (2) | | | Actual Payouts ($) | | | Martin B. Anstice | | | 150 | | | | 1,440,000 | | | | 3,240,000 | | | | 2,396,304 | | | Timothy M. Archer | | | 110 | | | | 700,194 | | | | 1,575,437 | | | | 1,165,193 | | | Douglas R. Bettinger | | | 90 | | | | 510,300 | | | | 1,148,175 | | | | 849,190 | | | Richard A. Gottscho | | | 90 | | | | 500,580 | | | | 1,126,305 | | | | 833,015 | | | Sarah A. O’Dowd | | | 80 | | | | 359,100 | | | | 807,975 | | | | 597,578 | |
(1) | Calculated by multiplying each NEO’s annual base salary for the calendar year 2016 by his or her respective target award opportunity percentage. |
(2) | The Funding Factor resulted in a potential payout of up to 225.0% of target award opportunity for the calendar year (based on the actual non-GAAP operating income percentage results detailed under “2016 Annual Incentive Program Corporate Performance Factor” above and the specific goals set forth in the second paragraph under “Annual incentive program components” above). |
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| | | Lam Research Corporation 2017 Proxy Statement | | 23 |
Calendar year 2017 annual incentive program parameters
In February 2017, the committee set the target award opportunity for each NEO as a percentage of base salary, and consistent with prior years set a cap on payments equal to 2.25 times the target award opportunity. The target award opportunity for each NEO is shown below.
Figure 20. CY2017 Annual Incentive Program Target Award Opportunities
| | | | | Named Executive Officer | | Target Award
Opportunity
(% of Base Salary) | | Martin B. Anstice | | | 150 | | Timothy M. Archer | | | 110 | | Douglas R. Bettinger | | | 90 | | Richard A. Gottscho | | | 90 | | Sarah A. O’Dowd | | | 80 | |
The committee also approved the annual metric for the Funding Factor and the Corporate Performance Factor asnon-GAAP operating income as a percentage of revenue, and set the annual goals for the Funding Factor and the Corporate Performance Factor. Consistent with the program design, the Corporate Performance Factor goal is more difficult to achieve than the Funding Factor goal. Individual Performance Factor metrics and goals were also established for each NEO. These include strategic and operational performance goals specific to individuals and their business organization. As a result, each NEO has multiple performance metrics and goals under this program. All Corporate and Individual Performance Factor goals were designed to be stretch goals.
Long-Term Incentive Program
Design
Our long-term incentive program, or “LTIP,” is designed to attract and retain top talent, provide competitive levels of compensation, align pay with achievement of business objectives and with stock performance over a multi-year period, reward our NEOs for outstanding Company performance, and create stockholder value over the long term.
Under the current long-term incentive program, at the beginning of each multi-year performance period, target award opportunities (expressed as a U.S. dollar value) and performance metrics are established for the program. Of the total target award opportunity, 50% is awarded in Market-based PRSUs, and the remaining 50% is awarded in a combination of stock options and service-based RSUs with at least 10% of the award in each of these two vehicles. The specific percentage of service-based RSUs and stock options are reviewed annually to determine whether service-based RSUs or stock options are the more efficient form of equity for the majority of the award based on criteria such as the current business environment and the potential value to motivate and retain the executives. We consider performance-based RSUs and stock options as performance-based, but do not classify service-based RSUs as performance-based. This means that if options constitute 10% of the total target award opportunity, the long-term incentive program will be 60% performance-based. If options constitute 40% of the total target award opportunity, the long-term incentive program will be 90% performance-based.
Equity Vehicles
The equity vehicles used in our 2017/2019 long-term incentive program are as follows:
Figure 21. 2017/2019 LTIP Program Equity Vehicles
| | | | | | | Equity
Vehicles | | % of Target
Award
Opportunity | | | Terms | Market-based PRSUs | | | 50 | | | • Awards cliff vest three years from the March 1, 2017 grant date, or “Grant Date,” subject to satisfaction of a minimum performance requirement and continued employment. Cliff, rather than annual, vesting provides for both retention and for aligning NEOs with longer-term stockholder interests.
• The performance period for Market-based PRSUs is three years from the first business day in February (February 1, 2017 through January 31, 2020).
• The number of shares represented by the Market-based PRSUs that can be earned over the performance period is based on our stock price performance compared to the market price performance of the Philadelphia Semiconductor Sector Index (SOX), subject to the below-referenced ceiling. The stock price performance or market price performance is measured using the closing price for the 50 trading days prior to the dates the performance period begins and ends. The target number of shares represented by the Market-based PRSUs is increased by 2% of target for each 1% that Lam’s stock price performance exceeds the market price performance of the SOX index; similarly, the target number of shares represented by the Market-based PRSUs is decreased by 2% of target for each 1% that Lam’s stock price performance trails the market price performance of the SOX index. The result of the vesting formula is rounded down to the nearest whole number. A table reflecting the potential payouts depending on various comparative results is shown in Figure 22 below.
• The final award cannot exceed 150% of target (requiring a positive percentage change in the Company’s stock price performance compared to that of the market price performance of the SOX index equal to or greater than 25 percentage points) and can be as little as 0% of target (requiring a percentage change in the Company’s stock price performance compared to that of the market price performance of the SOX index equal to or lesser than negative 50 percentage points).
• The number of Market-based PRSUs granted was determined by dividing 50% of the target opportunity by the30-day average of the closing price of our common stock prior to the Grant Date, $115.81, rounded down to the nearest share.
• Awards that vest at the end of the performance period are distributed in shares of our common stock.
| Stock Options | | | 10 | | | • Awards vestone-third on the first, second, and third anniversaries of the March 1, 2017 grant date, or “Grant Date,” subject to continued employment.
• The number of stock options granted is determined by dividing 10% of the target opportunity by the30-day average of the closing price of our common stock prior to the Grant Date, $115.81, rounded down to the nearest share and multiplying the result by four. The ratio of four options for every RSU is based on a Black Scholes fair value accounting analysis.
• Awards are exercisable upon vesting.
• Expiration is on the seventh anniversary of the Grant Date.
| RSUs | | | 40 | | | • Awards vestone-third on the first, second, and third anniversaries of the March 1, 2017 grant date, or “Grant Date,” subject to continued employment.
• The number of RSUs granted is determined by dividing 40% of the target opportunity by the30-day average of the closing price of our common stock prior to the Grant Date, $115.81, rounded down to the nearest share.
• Awards are distributed in shares of our common stock upon vesting.
|
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| | | Lam Research Corporation 2017 Proxy Statement | | 25 |
Figure 22. Market-based PRSU Vesting Summary
| | | | | % Change in Lam’s Stock Price
Performance Compared to % Change in
SOX Index Market Price Performance | | Market-Based PRSUs
That Can Be Earned
(% of Target) (1) | | | + 25% or more | | | 150 | | | 10% | | | 120 | | | 0% (equal to index) | | | 100 | | | -10% | | | 80 | | | -25% | | | 50 | | | -50% or less | | | 0 | |
(1) | As set forth in the third bullet of the first row of Figure 21, the results of the vesting formula (reflecting the number of Market-Based PRSUs that can be earned) are linearly interpolated between the stated percentages using the described formula. |
Target Award Opportunity
Under the long-term incentive program, the committee sets a target award opportunity for each participant based on the NEO’s position and responsibilities and an assessment of competitive compensation data. The target award opportunities for each participant are expressed in a U.S. dollar value. The target amounts for each NEO under the program cycles affecting fiscal year 2017 are as follows:
Figure 23. LTIP Target Award Opportunities
| | | | | | | | | Named Executive Officer | | Long-
Term
Incentive
Program | | | Target Award
Opportunity
($)
| | Martin B. Anstice | | | 2017/2019 | (1) | | | 8,000,000 | | | | 2016/2018 | (2) | | | 7,500,000 | | | | 2015/2017 | (3) | | | 6,750,000 | | | | 2014/2016 | (4) | | | 6,500,000 | | Timothy M. Archer | | | 2017/2019 | (1) | | | 4,500,000 | | | | 2016/2018 | (2) | | | 4,000,000 | | | | 2015/2017 | (3) | | | 3,500,000 | | | | 2014/2016 | (4) | | | 3,000,000 | | Douglas R. Bettinger | | | 2017/2019 | (1) | | | 2,750,000 | | | | 2016/2018 | (2) | | | 2,750,000 | | | | 2015/2017 | (3) | | | 2,500,000 | | | | 2014/2016 | (4) | | | 2,500,000 | | Richard A. Gottscho | | | 2017/2019 | (1) | | | 3,250,000 | | | | 2016/2018 | (2) | | | 3,250,000 | | | | 2015/2017 | (3) | | | 3,000,000 | | | | 2014/2016 | (4) | | | 2,500,000 | | Sarah A. O’Dowd | | | 2017/2019 | (1) | | | 1,400,000 | | | | 2016/2018 | (2) | | | 1,400,000 | | | | 2015/2017 | (3) | | | 1,300,000 | | | | 2014/2016 | (4) | | | 1,300,000 | |
(1) | The three-year performance period for the 2017/2019 LTIP began on February 1, 2017 and ends on January 31, 2020. |
(2) | The three-year performance period for the 2016/2018 LTIP began on February 1, 2016 and ends on January 31, 2019. |
(3) | The three-year performance period for the 2015/2017 LTIP began on February 2, 2015 and ends on February 1, 2018. |
(4) | The three-year performance period for the 2014/2016 LTIP began on February 18, 2014 and ended on February 17, 2017. The 2014 Gap Year Award (with a performance period that began on February 18, 2014 and that ended on February 17, 2016, and target award opportunities for each participant of 50% of his or her 2014/2016 LTIP target award opportunity) is not included. |
Calendar Year 2014/2016 LTIP Award Parameters and Payouts
On February 18, 2014, the committee granted to each NEO as part of the calendar year 2014/2016 long-term incentive program, or “2014/2016 LTIP Awards,” Market-based PRSUs, and service-based RSUs and stock options with a total target award opportunity shown below. The service-based RSUs and stock options vested over three years,one-third on each anniversary of the grant date. The Market-based PRSU’s cliff vested three years from the grant date.
Figure 24. 2014/2016 LTIP Awards
| | | | | | | | | | | | | | | | | | Named Executive Officer | | Target
Award
Opportunity
($) | | | Market-
Based
PRSUs
Award (1)
(#) | | | Stock
Options
Award
(#) | | | Service-
Based
RSUs
Award
(#) | | | Martin B. Anstice | | | 6,500,000 | | | | 62,789 | | | | 37,671 | | | | 50,231 | | | Timothy M. Archer | | | 3,000,000 | | | | 28,979 | | | | 17,385 | | | | 23,183 | | | Douglas R. Bettinger | | | 2,500,000 | | | | 24,149 | | | | 14,487 | | | | 19,319 | | | Richard A. Gottscho | | | 2,500,000 | | | | 24,149 | | | | 14,487 | | | | 19,319 | | | Sarah A. O’Dowd | | | 1,300,000 | | | | 12,557 | | | | 7,533 | | | | 10,046 | |
(1) | The number of Market-Based PRSUs awarded is reflected at target. The final number of shares that may have been earned is 0% to 150% of target. |
In February 2017, the committee determined the payouts for the calendar year 2014/2016 LTIP Awards of Market-based PRSUs. The number of shares represented by the Market-based PRSUs earned over the performance period was based on our stock price performance compared to the market price performance of the SOX index.
Based on the above formula and Market-based PRSU Vesting Summary set forth inFigures 21-22, the Company’s stock price performance over the three-year performance period was equal to 110.32% and performance of the SOX index (based on market price) over the same three-year performance period was equal to 76.27%. While Lam’s stock price outperformed the SOX index by 34.05%, which would have resulted in a performance payout of 168% to target under our Market-based PRSU program, the actual number of shares paid represented by the Market-based PRSUs was limited to the maximum payout of 150% of the target number of Market-based PRSUs granted to each NEO. Based on such
results, the committee made the following payouts to each NEO for the 2014/2016 LTIP Award of Market-based PRSUs.
Figure 25. 2014/2016 LTIP Market-based PRSU Award Payouts
| | | | | | | | | | Named Executive Officer | | Target
Market-
Based
PRSUs
(#) | | | Payout (equal
to Maximum
Payout) of
Market-Based
PRSUs 150%
of Target Award
Opportunity) (#) | | | Martin B. Anstice | | | 62,789 | | | | 94,183 | | | Timothy M. Archer | | | 28,979 | | | | 43,468 | | | Douglas R. Bettinger | | | 24,149 | | | | 36,223 | | | Richard A. Gottscho | | | 24,149 | | | | 36,223 | | | Sarah A. O’Dowd | | | 12,557 | | | | 18,835 | |
Calendar Year 2017 LTIP Awards
Calendar year 2017 decisions for the 2017/2019 long-term incentive program. On March 1, 2017, the committee made a grant under the 2017/2019 long-term incentive program, of Market-based PRSUs, stock options, and service-based RSUs on the terms set forth in Figure 21 with a combined value equal to the NEO’s total target award opportunity, as shown in the following table.
Figure 26. 2017/2019 LTIP Awards
| | | | | | | | | | | | | | | | | | Named Executive Officer | | Target
Award
Opportunity
Award ($) | | | Market-
Based
PRSUs (1)
(#) | | | Stock
Options
Award
(#) | | | Service-
Based
RSUs
Award
(#) | | | Martin B. Anstice | | | 8,000,000 | | | | 34,539 | | | | 27,628 | | | | 27,631 | | | Timothy M. Archer | | | 4,500,000 | | | | 19,428 | | | | 15,540 | | | | 15,542 | | | Douglas R. Bettinger | | | 2,750,000 | | | | 11,872 | | | | 9,496 | | | | 9,498 | | | Richard A. Gottscho | | | 3,250,000 | | | | 14,031 | | | | 11,224 | | | | 11,225 | | | Sarah A. O’Dowd | | | 1,400,000 | | | | 6,044 | | | | 4,832 | | | | 4,835 | |
(1) | The number of Market-Based PRSUs awarded is reflected at target. The final number of shares that may be earned will be 0% to 150% of target. |
Employment/Change in Control Arrangements
The Company enters into employment/change in control agreements to help attract and retain our NEOs and believes that these agreements facilitate a smooth transaction and transition planning in connection with change in control events. Effective January 2015, the Company entered into new three-year term employment agreements with Messrs. Anstice, Archer, and Bettinger and Dr. Gottscho, and a new change in control agreement with Ms. O’Dowd. The employment agreements generally provide for designated
payments in the event of an involuntary termination of employment, death or disability, as such terms are defined in the applicable agreements. The employment agreements, and also the change in control agreements, generally provide for designated payments in the case of a change in control when coupled with an involuntary termination (i.e., a double trigger is required before payment is made due to a change in control), as such terms are defined in the applicable agreements.
For additional information about these arrangements and detail about post-termination payments under these arrangements, see the“Potential Payments upon Termination or Change in Control” section below.
Other Benefits Not Available to All Employees
Elective Deferred Compensation Plan
The Company maintains an elective deferred compensation plan that allows eligible employees (including all the NEOs) to voluntarily defer receipt of all or a portion of base salary and certain incentive compensation payments until a date or dates elected by the participating employee. This allows the employee to defer taxes on designated compensation amounts. In addition, the Company provides a limited Company contribution to the plan for all eligible employees.
Supplemental Health and Welfare
We provide certain health and welfare benefits not generally available to other employees, including the payment of premiums for supplemental long-term disability insurance and Company-provided coverage in the amount of $1 million for both life and accidental death and dismemberment insurance for all NEOs. Until January 1, 2013, the Company also provided an executive medical, dental, and vision reimbursement program that reimbursed NEOs’ cost of medical, dental, and vision expenses in excess of the regular employee plans through the end of 2012.
We also provide post-retirement medical and dental insurance coverage for eligible former executive officers under our Retiree Health Plans, subject to certain eligibility requirements. The program was closed to executive officers who joined the Company or became executive officers through promotion effective on or after January 1, 2013. We have an independent actuarial valuation of post-retirement benefits for eligible NEOs conducted annually in accordance with generally accepted accounting principles. The most recent valuation was conducted in June 2016 and reflected the following retirement benefit obligation for the NEOs:
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| | | Lam Research Corporation 2017 Proxy Statement | | 27 |
Figure 27. NEO Post-Retirement Benefit Obligations
| | | | | Named Executive Officer | | As of
June 25, 2017
($) | | Martin B. Anstice | | | 681,000 | | Timothy M. Archer | | | 737,000 | | Douglas R. Bettinger (1) | | | — | | Richard A. Gottscho | | | 697,000 | | Sarah A. O’Dowd | | | 558,000 | |
(1) | Mr. Bettinger was not eligible to participate because he was not an employee of the Company prior to the termination of the program. |
IV. TAX AND ACCOUNTING CONSIDERATIONS
Deductibility of Executive Compensation Section
Prior to 2018, and where applicable for grandfathered awards, section 162(m) of the Internal Revenue Code of 1986 as amended, or the “Code,” imposes(the “Code”) imposed limitations on the deductibility for federal income tax purposes of compensation in excess of $1 million paid to our chief executive officer,CEO and any of our three other most highly compensated executive officers (other than our chief financial officer)CFO) in a single tax year. Generally,year unless the compensation in excess of $1 million may only be deducted if it is qualified as “performance-based compensation” within the meaning of the Code. The committee monitorsconsiders a number of factors, including the application of section 162(m) and the associated Treasury regulations and considers the advisability of qualifying our executive compensation for deductibility of such compensation. The committee’s policy iscompensation when making compensation decisions and retains the discretion to qualify our executiveaward compensation for deductibility under applicable tax laws to the extent practicable and where the committee believeseven if it is in the best interests of the Company and the Company’s stockholders.When we design our executive compensation programs, we take into account whether a particular form of compensation will qualify as “performance-based” for purposes of section 162(m).
To facilitate the deductibility of compensation payments under section 162(m):
in fiscal year 2004, we initially adopted the Executive Incentive Plan, or “EIP,” and obtained stockholder approval for the EIP at that time. We most recently received stockholder approval for the EIP at our annual stockholder meeting in 2015.
in fiscal year 2016, we initially adopted the Lam 2015 Stock Incentive Plan, or “SIP” and obtained stockholder approval for the SIP at our annual stockholder meeting in 2015.
The annual program awards to our NEOs are generally administrated under the AIP and intended to qualify for deductibility under section 162(m) to the extent practicable.
not deductible. Consistent with the EIP or SIP, and the regulations under section 162(m), compensation income realized upon the exercise of stock options generally will be deductible because the awards are granted by a committee whose members are outside directors and the other conditions of the 162(m) are satisfied. However, compensation associated with RSUs may not be deductible unless vesting is based on specific performance goals (such as with the Market-based PRSUs) and the other conditions of the EIP or SIP (as applicable) are satisfied. Therefore, compensation income realized upon the vesting of service-based RSUs or upon the vesting of equity awards not meeting the conditions required by the EIP or SIP are not deductible to the Company to the extent that the 162(m) compensation threshold is exceeded.
Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that “disqualified individuals” within the meaning of the Code (which generally includes certain officers, directors and employees of the Company) may be subject to additional tax if they receive payments or benefits in connection with a change in control of the Company that exceed certain prescribed limits. The Company or its successor may also forfeit a deduction on the amounts subject to this additional tax. We did not provide any of our executive officers, any director, or any other service provider with a“gross-up” “gross-up” or other reimbursement payment for any tax liability that the individual might owe as a result of the application of sections 280G or 4999 during fiscal year 2017,2020, and we have not agreed and are not otherwise obligated to provide any individual with such a“gross-up” “gross-up” or other reimbursement as a result of the application of sections 280G and 4999.
Internal Revenue Code Section 409A Section 409A of the Code imposes significant additional taxes on an executive officer, director, or service provider that receivesnon-compliant “deferred compensation” that is within the scope of section 409A. Among other things, section 409A potentially applies to the cash awards under the LTIP, if any, the Elective Deferred Compensation Plan, certain equity awards, and severance arrangements.
To assist our employees in avoiding additional taxes under section 409A, we have structured the LTIP, the Elective Deferred Compensation Plan, and our equity awards in a manner intended to qualify them for exclusion from, or compliance with, section 409A.
Accounting for Stock-Based Compensation We follow Financial Accounting Standards Board Accounting Standards Codification TopicASC 718 or “ASC 718,” for accounting for our stock options and other stock-based awards. ASC 718 requires companies to calculate the grant date “fair value” of their stock option grants and other equity awards using a variety of assumptions. This calculation is performed for accounting purposes. ASC 718 also requires companies to recognize the compensation cost of stock option grants and other stock-based awards in their income statements over the period that an employee is required to render service in exchange for the option or other equity award. III. PRIMARY COMPONENTS OF NEO COMPENSATION; CY2020 COMPENSATION PAYOUTS; CY2021 COMPENSATION TARGETS AND METRICS This section describes the components of our executive compensation program. It also describes, for each component, the payouts to our NEOs for calendar year 2020 and the forward-looking actions taken with respect to our NEOs in calendar year 2021. Base Salary Adjustments to base salary are generally considered by the committee each year in February. For calendar years 2021 and 2020, base salaries for NEOs were determined by the committee in February of each year, and became effective on March 1 or the first day of the pay period that included March 1 (if earlier), based on the factors described above. The following base salary adjustments for 2021 were made to remain competitive relative to our Peer Group and reflect performance as follows: the base salaries of Mr. Bettinger, Dr. Gottscho and Dr. Lord were increased by 3%, and Dr. Vahedi’s base salary was increased by 4.5%. The independent members of the Board determined to leave Mr. Archer’s base salary for calendar year 2021 unchanged at the same level as in calendar year 2020.The base salaries of the NEOs for calendar years 2021 and 2020 are shown below. Figure 32. NEO Annual Base Salaries | | Named Executive Officer | | | Annual Base Salary
2021(1)
($) | | | Annual Base Salary
2020(2)
($) | | | | Timothy M. Archer | | | 1,050,000 | | | 1,050,000 | | | | Douglas R. Bettinger | | | 678,976 | | | 659,200 | | | | Richard A. Gottscho | | | 613,912 | | | 596,031 | | | | Patrick J. Lord | | | 525,146 | | | 509,850 | | | | Vahid Vahedi | | | 502,010 | | | 480,392 | |
(1)
Effective February 22, 2021 (2)
Effective February 24, 2020 Annual Incentive Program Annual Incentive Program Components The components of our annual incentive program, each of which plays a role in determining actual payments made, are described in Figure 33 below. Lam Research Corporation 2021 Proxy Statement 31
Figure 33. Annual Incentive Program Components | | Component | | | Role | | | Extent of Discretion Permitted | | | | Funding Factor | | | Create a maximum payout amount from which annual incentive program payouts may be made. Achievement of a minimum level of performance against the Funding Factor goals is required to fund any program payments. | | | The committee may exercise negative (but not positive) discretion against the Funding Factor result. The committee primarily tracks the results of the Corporate Performance Factor and the Individual Performance Factors as a guide to using negative discretion. Generally, the entire funded amount is not paid out. | | | | Corporate Performance Factor | | | A corporate-wide metric and goal that is designed to be a stretch goal. Applies to all NEOs. | | | The committee may exercise positive or negative discretion, provided the Funding Factor result is not exceeded. | | | | Individual Performance Factors | | | Based primarily on organization-specific metrics and goals that are designed to be stretch goals and that apply to each individual NEO. See “Figure 37. Individual Performance Factor Components for Calendar Year 2020” below for additional detail regarding the components of the Individual Performance Factor for calendar year 2020. | | | The committee may exercise positive or negative discretion, provided the Funding Factor result is not exceeded. | | | | Target Award Opportunity | | | The committee establishes individual target award opportunities for each NEO as a percentage of base salary. Specific target award opportunities are determined based on job scope and responsibilities, as well as an assessment of Peer Group data. Awards have a maximum payment amount defined as a multiple of the target award opportunity. The maximum award for calendar years 2020 and 2021 was set at 2.25 times target, consistent with prior years. | | | N/A | |
![[MISSING IMAGE: tm2120121d1-fc_fig33pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-120221/tm2120121d1-fc_fig33pn.jpg) For making payout decisions, the committee primarily tracks the results of the Corporate Performance Factor and Individual Performance Factors, which are typically weighted equally. The specific metric and goal for the Corporate Performance Factor, and the relative weightings of the Corporate Performance Factor and the Individual Performance Factors, are determined by the committee considering the recommendation of our CEO. The specific metric and goals for the Individual Performance Factors are determined by our CEO, or in the case of the CEO, by the committee. The metrics and goals for the Corporate and Individual Performance Factors are set annually in connection with our annual business planning cycle, and are directly connected to our annual business plans and goals. Goals are set depending on the business environment and the Company’s annual objectives and strategies, encompassed in the Annual Operating Plans for the Company and the organizations managed by each of the NEOs, to ensure that they remain stretch goals regardless of changes in the business environment, which can vary significantly from year-to-year in our industry. Accordingly, as business conditions improve, goals are calibrated to require better performance, and if business conditions deteriorate, goals are calibrated to incentivize stretch performance under more difficult conditions. The interplay between our corporate planning cycle and our compensation planning and evaluation cycle is summarized in Figure 34 below.
Figure 34. Annual Planning and Compensation Decision Cycle We believe that, over time, outstanding business results create stockholder value. Consistent with this belief, multiple performance-based metrics (non-GAAP operating income, product market share, and strategic, operational, and organizational metrics embodied in organizational Annual Operating Plans) are established for our NEOs as part of the Corporate and Individual Performance Factors. We believe the metrics and goals set under this program, together with the exercise of discretion by the committee as described above, have been effective to motivate our NEOs and the organizations they lead, and to achieve pay-for-performance results. Figure 35. Annual Incentive Program Payouts for Calendar Years 2018-2020 | | Calendar
Year | | | Average NEO’s
Annual Incentive
Payout as % of Target
Award Opportunity | | | Business Environment | | | | 2020 | | | 137 | | | Strong revenue and profitability performance, with growth in our served available market, market share, and installed base. Demand for semiconductor equipment increased across both memory and foundry/ logic segments. | | | | 2019 | | | 97 | | | Strong revenue, profitability, and cash generation performance despite an overall decrease in demand for semiconductor equipment driven by a decrease in memory investments partially offset by foundry/logic spending. | | | | 2018 | | | 137 | | | Strong operating performance and continued expansion of served available markets. Growth in demand for semiconductor equipment driven by the memory segment for both capacity and technology investments. | |
Calendar Year 2020 Annual Incentive Program Parameters and Payout Decisions In February 2020, the committee established the metrics and goals for the Funding Factor and the Corporate Performance Factor, set the calendar year 2020 target award opportunities, and established the metrics and goals for the Individual Performance Factors for each then-employed NEO. In February 2021, the committee considered the actual results under these factors and made payout decisions for the calendar year 2020 program. 2020 Annual Incentive Program Funding Factor and Corporate Performance Factor. In February 2020, the committee set non-GAAP operating income2 as a percentage of revenue (“non-GAAP operating margin”) as the metric for the Funding Factor and Corporate Performance Factor for calendar year 2020. The committee selected non-GAAP operating margin as the performance metric because it believes that it is the performance metric that best reflects core operating results. Non-GAAP operating margin is considered useful to investors for analyzing business trends and comparing performance to prior periods. By excluding certain costs and expenses that are not indicative of core results, non-GAAP results are more useful for analyzing business trends over multiple periods. 2
Non-GAAP operating income is derived from results determined in accordance with generally accepted accounting principles (“GAAP”), with charges and credits in the following line items excluded from GAAP results for applicable quarters during fiscal years 2021 and 2020: amortization related to intangible assets acquired through certain business combinations; and gains and losses on elective deferred compensation-related liability. Lam Research Corporation 2021 Proxy Statement 33
For the Funding Factor, the committee set the following parameters for calendar year 2020: •
a minimum achievement of 5% non-GAAP operating margin was required to fund any program payments; and •
achievement of non-GAAP operating margin greater than or equal to 20% would result in the maximum funding of 225% of target; •
with actual funding levels interpolated between those points. For the Corporate Performance Factor, the committee set: •
a goal of non-GAAP operating margin of 27.5% for the year, which was designed to be a stretch goal, and which would result in a Corporate Performance Factor of 1.00; and •
a maximum Corporate Performance Factor of 1.50 for the maximum payout. The Corporate Performance Factor goal was designed to be a stretch goal. As is discussed above in “Annual Incentive Program Components”, goals are set annually depending on the business environment and the Company’s annual objectives and strategies, to ensure that they remain stretch goals regardless of changes in the business environment, which can vary significantly from year-to-year in our industry. As shown in Figure 36, over the past five years, the committee has raised the Corporate Performance Factor goal year-over-year each year as our outlook and the industry outlook have improved, with the exception of calendar year 2019, when a weakened industry outlook for wafer fabrication equipment spending was reflected in a Corporate Performance Factor goal that was slightly below that of the prior year. Figure 36. Corporate Performance Factor Goals for Calendar Years 2016-2020 Actual non-GAAP operating margin was 29.4% for calendar year 2020. This performance resulted in a Funding Factor of 225% of target and a Corporate Performance Factor of 1.19 for calendar year 2020. 2020 Annual Incentive Program Target Award Opportunities. The annual incentive program target award opportunities for calendar year 2020 for each NEO were as set forth below in Figure 41 in accordance with the principles described above under “Executive Compensation Governance and Procedures – Peer Group Practices and Survey Data.” The target award opportunities (as a percentage of base salary) for each of our NEOs remained the same for calendar year 2020 as in the prior calendar year, with the exception of Dr. Lord, whose target award opportunity increased from 85% to 90% in connection with his promotion to executive vice president and increased scope of responsibility as the executive responsible for both the customer support business group and global operations. 2020 Annual Incentive Program Individual Performance Factors. For calendar year 2020, as shown in Figure 37 below, the committee determined the Individual Performance Factor for each NEO (other than Mr. Archer) using a formula that took into consideration three elements: a weighted score for each NEO based on the Company’s performance relative to corporate-level annual operating plan goals, with weightings for each NEO based on the extent to which they (and the organizations managed by them) were expected to contribute to and be accountable for that corporate-level performance; an individual score reflecting the extent to which individual NEOs provided exceptional contributions during the year; and a corporate modifier reflecting the Company’s performance to the annual corporate-level goal for operating profitability. The committee also considered the performance of the organizations managed by each such NEO against organizational-level annual operating plan goals.
Figure 37. Individual Performance Factor Components for Calendar Year 2020 | | | | | Rationale for Inclusion | | | Contribution to Individual Performance Factor | | | | Corporate Scorecard Weighted Achievement | | | Reflects the Company’s performance relative to corporate-level annual operating plan goals, weighted according to the expected contributions of individual NEOs (and the organizations managed by them) | | | 80% | | | | Individual Achievement | | | Reflects the extent to which individual NEOs provide exceptional contributions during the year | | | 20% | | | | Corporate Modifier | | | Reflects the Company’s performance to the annual corporate-level goal for operating profitability, ensuring that individual payouts are appropriately tied to Company profitability | | | Modifier (modifies individual performance factors up or down) | |
The committee evaluated the Company’s performance relative to corporate-level annual operating plan goals, and determined to assign the scores shown in Figure 38 below. Figure 38. Corporate Scorecard for Calendar Year 2020 | | Corporate Goal Area | | | Objectives | | | Score | | | | Market Performance and Execution | | | Relate to: growth in our served addressable market; success of new product launches; penetration of new market opportunities and defense of established positions; and achievement of market share targets. | | | 90% | | | | Safety, Quality and Customer Satisfaction | | | Relate to: safety; quality; growth of Customer Support Business Group revenue; and customer satisfaction. | | | 100% | | | | Human Capital Management | | | Relate to: employee engagement; female employee representation and female leadership representation; and talent retention. | | | 110% | | | | Financial Performance | | | Relate to: financial performance to plan; key financial and operational metrics; and margin improvements. | | | 97% | |
The committee assigned weightings for each corporate goal area for each of the NEOs (other than Mr. Archer), which were combined with the corporate-level scores to determine a weighted achievement score, as shown in Figure 39 below. Figure 39. Corporate Scorecard Weightings and Achievements for Calendar Year 2020 | | | | | Individual Weightings | | | | | | | | | | Market
Performance and
Execution | | | Safety, Quality
and Customer
Satisfaction | | | Human
Capital
Management | | | Financial
Performance | | | Corporate Scorecard
Weighted
Achievement | | | | Douglas R. Bettinger | | | 20% | | | 20% | | | 20% | | | 40% | | | 98.8% | | | | Richard A. Gottscho | | | 30% | | | 30% | | | 20% | | | 20% | | | 98.4% | | | | Patrick J. Lord | | | 20% | | | 35% | | | 20% | | | 25% | | | 99.3% | | | | Vahid Vahedi | | | 40% | | | 20% | | | 20% | | | 20% | | | 97.4% | |
The committee also determined the individual achievement scores for each NEO (other than Mr. Archer), as shown in Figure 40 below. The committee’s assignment to Drs. Lord and Vahedi of individual achievement scores above 100% was due in significant part, in the case of Dr. Lord, to his successful assumption of leadership of the global operations organization in addition to his existing responsibilities as the leader of the Customer Support Business Group; and in the case of Dr. Vahedi, to his strong customer engagement efforts; which in the case of each executive were accomplished despite the significant challenges presented by the COVID-19 pandemic. The corporate scorecard weighted achievements for each such NEO were then combined with the individual achievements at a weighting of 80% and 20%, respectively, as described in Figure 37 above. The committee determined to apply a corporate modifier of 1.157 to each resulting measurement, based on the Company’s outperformance relative to the annual operating profitability objective, resulting in the final individual performance factors shown in Figure 40 below. In determining Mr. Archer’s Individual Performance Factor, the independent members of the Board evaluated the Company’s performance against its corporate-level goals, Mr. Archer’s individual performance, and the performance of the other members of the management team reporting to him, and determined to assign him an Individual Performance Factor equal to the average of the Individual Performance Factors of all the executive and senior vice presidents reporting to him, as shown in Figure 40 below. The committee declined to exercise its discretion to recommend an adjustment to Mr. Archer’s Individual Performance Factor. Lam Research Corporation 2021 Proxy Statement 35
Figure 40. Individual Performance Factors for Calendar Year 2020 | | Named Executive Officer | | | Corporate Scorecard
Weighted Achievement
(80%) | | | Individual Achievement
(20%) | | | Corporate Modifier | | | Individual Performance
Factor(1) | | | | Timothy M. Archer | | | n/a(2) | | | n/a(2) | | | n/a(2) | | | 1.158 | | | | Douglas R. Bettinger | | | 98.8% | | | 100% | | | 1.157 | | | 1.145 | | | | Richard A. Gottscho | | | 98.4% | | | 100% | | | 1.157 | | | 1.142 | | | | Patrick J. Lord | | | 99.3% | | | 109% | | | 1.157 | | | 1.171 | | | | Vahid Vahedi | | | 97.4% | | | 105% | | | 1.157 | | | 1.144 | |
(1)
The Individual Performance Factor values are reported in this table rounded to three decimal places. However, for purposes of determining the actual payouts shown in Figure 41 below, unrounded values were used. (2)
As is discussed above, Mr. Archer’s Individual Performance Factor was determined as the average of the Individual Performance Factors of all the executive and senior vice presidents reporting to him. Calendar Year 2020 Annual Incentive Program Payout Decisions. Based on the above results and decisions, the committee approved for the calendar year 2020 annual incentive program payouts for each NEO as shown below in Figure 41, which were less than the maximum payout available under the Funding Factor: Figure 41. Annual Incentive Program Payouts for Calendar Year 2020 | | Named Executive Officer | | | Target Award
Opportunity
(% of Base Salary) | | | Target Award
Opportunity
($)(1) | | | Maximum Payout under
Funding Factor (225.0% of
Target Award Opportunity)
($)(2) | | | Actual
Payouts
($)(3) | | | | Timothy M. Archer | | | 150 | | | 1,575,000 | | | 3,543,750 | | | 2,170,382 | | | | Douglas R. Bettinger | | | 100 | | | 659,200 | | | 1,483,200 | | | 898,530 | | | | Richard A. Gottscho | | | 90 | | | 536,428 | | | 1,206,963 | | | 728,969 | | | | Patrick J. Lord | | | 90 | | | 458,865 | | | 1,032,446 | | | 639,360 | | | | Vahid Vahedi | | | 85 | | | 408,333 | | | 918,749 | | | 556,021 | |
(1)
Calculated by multiplying each NEO’s annual base salary as of October 1, 2020 by their respective target award opportunity percentage. (2)
The Funding Factor resulted in a potential payout of up to 225.0% of target award opportunity for the calendar year (based on the actual non-GAAP operating margin results detailed under “2020 Annual Incentive Program Corporate Performance Factor” above and the specific goal described in the second paragraph under “Annual Incentive Program Funding Factor and Corporate Performance Factor” above). (3)
Calculated by multiplying each NEO’s target award opportunity, in dollars, by the product of (x) the Corporate Performance Factor of 1.19 multiplied by (y) that NEO’s Individual Performance Factor. Please see footnote 1 to Figure 40 above for an explanation of the impact of rounding. Calendar Year 2021 Annual Incentive Program Parameters In February 2021, the committee set the target award opportunity for each NEO as a percentage of base salary and, consistent with prior years, set a cap on payments equal to 2.25 times the target award opportunity. For calendar year 2021, target award opportunities were increased for several NEOs relative to the prior year, in order to increase the competitiveness of cash compensation while continuing to align compensation with performance. The target award opportunity for each NEO is shown below. Figure 42. Annual Incentive Program Target Award Opportunities for Calendar Year 2021 | | Named Executive Officer | | | Target Award Opportunity
(% of Base Salary) | | | | Timothy M. Archer | | | 175 | | | | Douglas R. Bettinger | | | 115 | | | | Richard A. Gottscho | | | 90 | | | | Patrick J. Lord | | | 110 | | | | Vahid Vahedi | | | 95 | |
The committee also approved non-GAAP operating margin as the annual metric for the Funding Factor and the Corporate Performance Factor, and set the annual goals for the Funding Factor and the Corporate Performance Factor. Consistent with the program design, the Corporate Performance Factor goal is more difficult to achieve than the Funding Factor goal. Individual Performance Factor metrics and goals were also established for each NEO, based upon corporate-level annual operating plan goals and individual performance. Each NEO has multiple performance metrics and goals under this program. All Corporate and Individual Performance Factor goals were designed to be stretch goals.
Long-Term Incentive Program Design Our LTIP is designed to attract and retain top talent, provide competitive levels of compensation, align pay with achievement of business objectives and with stock performance over a multi-year period, reward our NEOs for outstanding Company performance, and create stockholder value over the long-term. Under the current long-term incentive program, at the beginning of each multi-year performance period, target award opportunities (expressed as a U.S. dollar value) and performance metrics are established for the program. Of the total target award opportunity, 50% is awarded in Market-based PRSUs, and the remaining 50% is awarded in a combination of stock options and service-based RSUs with at least 10% of the award in each of these two vehicles. The specific percentage of service-based RSUs and stock options is reviewed annually to determine whether service-based RSUs or stock options are the more efficient form of equity for the majority of the award based on criteria such as the current business environment and the potential value to motivate and retain the executives. We consider Market-based PRSUs and stock options to be performance-based, but do not classify service-based RSUs as performance-based. This means that if options constitute 10% of the total target award opportunity, the long-term incentive program will be 60% performance-based. If options constitute 40% of the total target award opportunity, the long-term incentive program will be 90% performance-based. While service-based RSUs and stock options vest on an annual basis over three years, Market-based PRSUs cliff vest after three years. Cliff, rather than annual, vesting provides for both retention and for aligning NEOs with longer-term stockholder interests. Equity Vehicles The equity vehicles used in our 2021/2023 long-term incentive program are as follows: Figure 43. 2021/2023 LTIP Program Equity Vehicles | | Equity Vehicles | | | Vesting | | | Terms | | | | Market-base PRSUs
50% of Target Award Opportunity | | | •
Awards cliff vest three years from the March 1, 2021 grant date(the “Grant Date”) subject to satisfaction of a minimum performance requirement and continued employment. •
Awards that vest at the end of the performance period are distributed in shares of our common stock. | | | •
The number of Market-based PRSUs granted is determined by dividing 50% of the target opportunity by the 30-day average of the closing price per share of our common stock prior to the Grant Date, $550.07, rounded down to the nearest share. •
The number of shares represented by the Market-based PRSUs that can be earned over the performance period is determined according to the performance parameters described in Figure 44 below. | | | | Stock Options
10% of Target Award Opportunity | | | •
Awards vest one-third on the first, second, and third anniversaries of the Grant Date, subject to continued employment. •
Awards are exercisable upon vesting. •
Expiration is on the seventh anniversary of the Grant Date. | | | •
The number of stock options granted is determined by dividing 10% of the target opportunity by the 30-day average of the closing price per share of our common stock prior to the Grant Date, $550.07, rounded down to the nearest share and multiplying the result by three. The ratio of three options for every RSU is based on a Black Scholes fair value accounting analysis. •
The exercise price of stock options is the closing price of our common stock on the Grant Date. | | | | Service-based RSUs
40% of Target Award Opportunity | | | •
Awards vest one-third on the first, second, and third anniversaries of the Grant Date, subject to continued employment. •
Awards are distributed in shares of our common stock upon vesting. | | | •
The number of RSUs granted is determined by dividing 40% of the target opportunity by the 30-day average of the closing price per share of our common stock prior to the Grant Date, $550.07, rounded down to the nearest share. | |
Lam Research Corporation 2021 Proxy Statement 37
Figure 44. 2021/2023 Market-based PRSU Performance Parameters | | Parameter | | | Terms | | | | Performance Period | | | Three years from the first business day in February (February 1, 2021 through January 31, 2024). | | | | Performance Index | | | PHLX Semiconductor Sector Total Return Index, or “XSOX index” | | | | Number of Shares | | | •
Based on our “total return” stock price performance compared to the market price performance of the Performance Index, subject to a ceiling as described below. The stock price performance or market price performance is measured using the closing price for the 50 trading days prior to the dates the performance period begins and ends, assuming that any dividends paid on our common stock are reinvested on the ex-dividend date (consistent with the treatment of dividends in the Performance Index). •
The target number of shares represented by the Market-based PRSUs is increased by 2% of target for each 1% that our stock price performance exceeds the market price performance of the Performance Index; similarly, the target number of shares represented by the Market-based PRSUs is decreased by 2% of target for each 1% that our stock price performance trails the market price performance of the Performance Index. The result of the vesting formula is rounded down to the nearest whole number. •
A table reflecting the potential payouts depending on various comparative results is shown below in Figure 45. | | | | Award Ceiling/Minimum | | | The final shares awarded cannot exceed 150% of target (requiring a positive percentage change in our stock price performance compared to that of the market price performance of the Performance Index equal to or greater than 25 percentage points) and can be as little as 0% of target (requiring a percentage change in our stock price performance compared to that of the market price performance of the Performance Index equal to or lesser than negative 50 percentage points). | |
Figure 45. Market-based PRSU Potential Payouts | | Lam’s Total Return % Change Performance
Compared to XSOX Index % Change Performance | | | Market-based PRSUs That Can Be Earned
(% of Target)(1) | | | | + 25% or more | | | 150 | | | | 10% | | | 120 | | | | 0% (equal to index) | | | 100 | | | | -10% | | | 80 | | | | -25% | | | 50 | | | | -50% or less | | | 0 | |
(1)
The results of the vesting formula (reflecting the number of Market-Based PRSUs that can be earned) are linearly interpolated between the stated percentages using the formula described in the third row of Figure 44. Target Award Opportunity Under the long-term incentive program, the committee sets a target award opportunity for each participant based on the NEO’s position and responsibilities and an assessment of competitive compensation data. The target award opportunities for each participant are expressed in a U.S. dollar value. The target amounts for each NEO under the program cycles affecting fiscal year 2021 are shown below. Figure 46. LTIP Target Award Opportunities | | | | | Target Award Opportunity ($) by Long-Term Incentive Program | | | | Named Executive Officer | | | 2018/2020(1) | | | 2019/2021(2) | | | 2020/2022(3) | | | 2021/2023(4) | | | | Timothy M. Archer | | | 5,000,000 | | | 7,200,000 | | | 9,500,000 | | | 11,000,000 | | | | Douglas R. Bettinger | | | 2,250,000 | | | 2,700,000 | | | 2,750,000 | | | 3,050,000 | | | | Richard A. Gottscho | | | 2,500,000 | | | 2,250,000 | | | 2,500,000 | | | 2,500,000 | | | | Patrick J. Lord | | | 1,900,000 | | | 1,800,000 | | | 2,500,000 | | | 2,500,000 | | | | Vahid Vahedi | | | 1,700,000 | | | 1,575,000 | | | 2,150,000 | | | 2,250,000 | |
(1)
The three-year performance period for the 2018/2020 LTIP began on February 1, 2018 and ended on January 31, 2021. (2)
The three-year performance period for the 2019/2021 LTIP began on February 1, 2019 and ends on January 31, 2022. (3)
The three-year performance period for the 2020/2022 LTIP began on February 3, 2020 and ends on February 2, 2023. (4)
The three-year performance period for the 2021/2023 LTIP began on February 1, 2021 and ends on January 31, 2024.
Calendar Year 2018/2020 LTIP Award Parameters and Payouts On March 1, 2018, the committee granted to each NEO, as part of the calendar year 2018/2020 CEO staff long-term incentive program (the “2018/2020 LTIP Awards”), Market-based PRSUs, and service-based RSUs and stock options, with a total target award opportunity shown below. The service-based RSUs and stock options vested over three years, one-third on each anniversary of the grant date. The Market-based PRSUs cliff vested three years from the grant date. The terms of the Market-based PRSUs and service-based RSUs granted to all the NEOs as part of the 2018/2020 LTIP Awards were the same. Figure 47. 2018/2020 LTIP Award Grants | | Named Executive Officer | | | Target Award
Opportunity
($) | | | Market-based PRSUs
Award
(#)(1) | | | Stock Options Award
(#) | | | Service-based
RSUs Award
(#) | | | | Timothy M. Archer | | | 5,000,000 | | | 13,159 | | | 10,524 | | | 10,527 | | | | Douglas R. Bettinger | | | 2,250,000 | | | 5,921 | | | 4,736 | | | 4,737 | | | | Richard A. Gottscho | | | 2,500,000 | | | 6,579 | | | 5,260 | | | 5,263 | | | | Patrick J. Lord | | | 1,900,000 | | | 5,000 | | | 4,000 | | | 4,000 | | | | Vahid Vahedi | | | 1,700,000 | | | 4,474 | | | 3,576 | | | 3,579 | |
(1)
The number of Market-based PRSUs awarded is reflected at target. The final number of shares that may be earned is 0% to 150% of target. In February 2021, the committee determined the payouts for the calendar year 2018/2020 LTIP Awards of Market-based PRSUs. The number of shares represented by the Market-based PRSUs earned over the performance period was based on our stock price performance compared to the market price performance of the Philadelphia Semiconductor Sector Index, or “SOX index”. Based on the above formula and Market-based PRSU Vesting Summary set forth in Figures 44 and 45 (but substituting the SOX index for the XSOX index, and disregarding the impact of dividends paid, consistent with that index), the Company’s stock price performance over the three-year performance period was equal to 153.85% and the performance of the SOX index (based on market price) over the same three-year performance period was equal to 115.70%. Lam’s stock price outperformed the SOX index by 38.15%, which resulted in the maximum possible performance payout of 150% of the target number of Market-based PRSUs granted to each NEO. Based on such results, the committee made the following payouts to each NEO for the 2018/2020 LTIP Award of Market-based PRSUs. Figure 48. 2018/2020 LTIP Market-based PRSU Award Payouts | | Named Executive Officer | | | Target Market-based
PRSUs
(#) | | | Actual Payout of Market-based PRSUs
(150% of Target Award Opportunity)
(#) | | | | Timothy M. Archer | | | 13,159 | | | 19,738 | | | | Douglas R. Bettinger | | | 5,921 | | | 8,881 | | | | Richard A. Gottscho | | | 6,579 | | | 9,868 | | | | Patrick J. Lord | | | 5,000 | | | 7,500 | | | | Vahid Vahedi | | | 4,474 | | | 6,711 | |
Calendar Year 2021 LTIP Awards Calendar Year 2021 decisions for the 2021/2023 long-term incentive program. On March 1, 2021, the committee made a grant under the 2021/2023 long-term incentive program, of Market-based PRSUs, stock options, and service-based RSUs on the terms set forth in Figures 43 and 44 with a combined value equal to the NEO’s total target award opportunity, as shown below. Figure 49. 2021/2023 LTIP Award Grants | | Named Executive Officer | | | Target Award
Opportunity
($) | | | Market-based PRSUs
Award
(#)(1) | | | Stock Options Award
(#) | | | Service-based
RSUs Award
(#) | | | | Timothy M. Archer | | | 11,000,000 | | | 9,998 | | | 5,997 | | | 7,998 | | | | Douglas R. Bettinger | | | 3,050,000 | | | 2,772 | | | 1,662 | | | 2,217 | | | | Richard A. Gottscho | | | 2,500,000 | | | 2,272 | | | 1,362 | | | 1,817 | | | | Patrick J. Lord | | | 2,500,000 | | | 2,272 | | | 1,362 | | | 1,817 | | | | Vahid Vahedi | | | 2,250,000 | | | 2,045 | | | 1,227 | | | 1,636 | |
(1)
The number of Market-based PRSUs awarded is reflected at target. The final number of shares that may be earned will be 0% to 150% of target. Compensation Recovery, or “Clawback” Policy Our executive officers covered by section 16 of the Exchange Act are subject to the Company’s compensation recovery, or “clawback,” policy. The clawback policy was adopted in August 2014 and took effect starting in calendar year 2015. It enables us, in the event that Lam Research Corporation 2021 Proxy Statement 39
a material restatement of financial results is required, to recover, within 36 months of the issuance of the original financial statements, the excess amount of cash incentive-based compensation issued to covered individuals. A covered individual’s fraud must have materially contributed to the need to issue restated financial statements in order for the clawback policy to apply to that individual. The recovery of compensation is not the exclusive remedy available in the event that the clawback policy is triggered. Stock Ownership Guidelines For senior vice presidents and above, we also have stock ownership guidelines that foster a long-term orientation. Our stock ownership guidelines for our NEOs and certain other senior executives are shown below. The requirements are specified in the alternative of shares or dollars to allow for stock price volatility. Under our guidelines, unearned performance awards and unexercised options (or portions thereof) are not included towards meeting the requirements. Ownership levels as shown below must be achieved within five years of appointment to one of the below positions. Increased requirements due to promotions or an increase in the ownership guideline must be achieved within five years of promotion or a change in the guidelines. Our ownership guidelines are reviewed by the committee on an annual basis. In May 2021, we increased the dollar-based alternative ownership guideline applicable to our CEO from a 5x multiple of base salary to a 6x multiple in order to ensure continued alignment with our Peer Group. At the end of fiscal year 2021, all NEOs were in compliance with our stock ownership guidelines or have a period of time remaining under the guidelines to meet the required ownership level. Figure 50. Executive Stock Ownership Guidelines | | Position | | | Guidelines (lesser of) | | | | President and Chief Executive Officer | | | 6x base salary or 50,000 shares | | | | Executive Vice Presidents | | | 2x base salary or 10,000 shares | | | | Senior Vice Presidents | | | 1x base salary or 5,000 shares | |
Severance/Change in Control Arrangements Prior to January 1, 2021, the Company had entered into employment or change in control agreements with our NEOs. On December 31, 2020, these agreements expired, and effective January 1, 2021, the Company adopted an executive severance policy and an executive change in control policy, which were intended to replace the employment and change in control agreements. Like the agreements, the policies were intended to help attract and retain our NEOs, and we believe that these policies facilitate a smooth transaction and transition planning in connection with change in control events. The severance policy provides for designated payments in the event of an involuntary termination of employment, death or disability, as such terms are defined in the policy. The change in control policy provides for designated payments in the case of a change in control or an acquisition by the Company, in each case when coupled with an involuntary termination (i.e., a double trigger is required before payment is made due to a change in control or acquisition by the Company), as such terms are defined in the policy. For additional information about these arrangements and detail about post-termination payments under these arrangements, see the “Executive Compensation Tables – Potential Payments upon Termination or Change in Control” section below. Other Benefits Not Available to All Employees Elective Deferred Compensation Plan The Company maintains an Elective Deferred Compensation Plan that allows eligible employees (including all the NEOs) to voluntarily defer receipt of all or a portion of base salary and certain incentive compensation payments until a date or dates elected by the participating employee. This allows the employee to defer taxes on designated compensation amounts. In addition, the Company is obligated to pay a limited Company contribution to the plan for all eligible employees. Supplemental Health and Welfare We provide certain health and welfare benefits not generally available to other employees, including the payment of premiums for supplemental long-term disability insurance and Company-provided coverage in the amount of $1 million for both life and accidental death and dismemberment insurance for all NEOs. We also provide post-retirement medical and dental insurance coverage for eligible former executive officers under our Retiree Health Plans, subject to certain eligibility requirements. The program was closed to executive officers who joined the Company or became executive officers through promotion effective on or after January 1, 2013. We have an independent actuarial valuation of post-retirement benefits for eligible NEOs conducted annually in accordance with GAAP. The most recent valuation was conducted in June 2021 and reflected the retirement benefit obligation for the NEOs as shown below.
Figure 51. NEO Post-Retirement Benefit Obligations | | Named Executive Officer | | | As of June 27, 2021
($) | | | | Timothy M. Archer | | | 1,042,000 | | | | Douglas R. Bettinger(1) | | | — | | | | Richard A. Gottscho | | | 658,000 | | | | Patrick J. Lord(1) | | | — | | | | Vahid Vahedi | | | 1,087,000 | |
(1)
Mr. Bettinger and Dr. Lord are not eligible to participate under the terms of the program. Compensation Committee Report The compensation and human resources committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of SEC RegulationS-K. Based on this review and discussion, the compensation and human resources committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form10-K. This Compensation Committee Report shall not be deemed “filed” with the SEC for purposes of federal securities law, and it shall not, under any circumstances, be incorporated by reference into any of the Company’s past or future SEC filings. The report shall not be deemed soliciting material. MEMBERS OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEEYoussef A.El-Mansy
Catherine P. Lego
Sohail U. AhmedEric K. Brandt (Chair)
Abhijit Y. Talwalkar
Lih Shyng (Rick L.) Tsai
Compensation Committee Interlocks and Insider Participation None of the compensation and human resources committee members has ever been an officer or employee of Lam Research. No interlocking relationship exists as of the date of this proxy statement or existed during fiscal year 20172021 between any member of our compensation and human resources committee and any member of any other company’s board of directors or compensation committee. Continues on next page Lam Research Corporation 2021 Proxy Statement u41 | | | Lam Research Corporation 2017 Proxy Statement | | 29 |
Executive Compensation Tables The following tables (Figures28-33) 52-57) show compensation information for our named executive officers: Figure 28.52. Summary Compensation Table | | Name and Principal
Position | | | Fiscal
Year | | | Salary
($) | | | Bonus
($) | | | Stock
Awards
($)(1) | | | Option
Awards
($)(2) | | | Non-Equity
Incentive Plan
Compensation
($) | | | All Other
Compensation
($)(3) | | | Total
($) | | | | Timothy M. Archer
President and Chief Executive
Officer | | | | | 2021 | | | | | | 1,050,000 | | | | | | — | | | | | | 11,071,172 | | | | | | 1,195,482 | | | | | | 2,170,382(4) | | | | | | 8,700 | | | | | | 15,495,736 | | | | | | | 2020 | | | | | | 1,017,308 | | | | | | — | | | | | | 8,350,730 | | | | | | 923,416 | | | | | | 1,450,500(5) | | | | | | 11,050 | | | | | | 11,753,004 | | | | | | | 2019 | | | | | | 809,512 | | | | | | — | | | | | | 7,829,921 | | | | | | 3,911,321 | | | | | | 1,181,842(6) | | | | | | 12,513 | | | | | | 13,745,109 | | | | | Douglas R. Bettinger
Executive Vice President and
Chief Financial Officer | | | | | 2021 | | | | | | 666,046 | | | | | | — | | | | | | 3,069,258 | | | | | | 331,314 | | | | | | 898,530(4) | | | | | | 11,288 | | | | | | 4,976,436 | | | | | | | 2020 | | | | | | 646,646 | | | | | | — | | | | | | 2,417,174 | | | | | | 267,136 | | | | | | 616,960(5) | | | | | | 9,759 | | | | | | 3,957,675 | | | | | | | 2019 | | | | | | 620,518 | | | | | | — | | | | | | 9,856,919 | | | | | | 529,186 | | | | | | 739,421(6) | | | | | | 9,073 | | | | | | 11,755,117 | | | | | Richard A. Gottscho
Executive Vice President, Chief Technology Officer | | | | | 2021 | | | | | | 602,221 | | | | | | 1,939(7) | | | | | | 2,515,577 | | | | | | 292,852 | | | | | | 728,969(4) | | | | | | 9,658 | | | | | | 4,151,216 | | | | | | | 2020 | | | | | | 588,390 | | | | | | 6,400(7) | | | | | | 2,197,418 | | | | | | 257,676 | | | | | | 506,977(5) | | | | | | 9,694 | | | | | | 3,566,555 | | | | | | | 2019 | | | | | | 584,126 | | | | | | 10,971(7) | | | | | | 1,755,652 | | | | | | 474,750 | | | | | | 707,680(6) | | | | | | 9,553 | | | | | | 3,542,732 | | | | | Patrick J. Lord
Executive Vice President,
Customer Support Business
Group and Global Operations | | | | | 2021 | | | | | | 515,145 | | | | | | — | | | | | | 2,515,577 | | | | | | 292,852 | | | | | | 639,360(4) | | | | | | 10,370 | | | | | | 3,973,304 | | | | | | | 2020 | | | | | | 479,544 | | | | | | — | | | | | | 2,197,418 | | | | | | 242,796 | | | | | | 379,792(5) | | | | | | 8,972 | | | | | | 3,308,522 | | | | | | | 2019 | | | | | | 463,327 | | | | | | — | | | | | | 1,404,389 | | | | | | 352,790 | | | | | | 554,243(6) | | | | | | 8,668 | | | | | | 2,783,417 | | | | | Vahid Vahedi
Senior Vice President and General Manager, Etch Business Unit | | | | | 2021 | | | | | | 487,875 | | | | | | — | | | | | | 2,264,555 | | | | | | 263,825 | | | | | | 556,021(4) | | | | | | 13,835 | | | | | | 3,586,111 | | | | | | | 2020 | | | | | | 462,613 | | | | | | — | | | | | | 1,889,916 | | | | | | 209,024 | | | | | | 377,130(5) | | | | | | 8,829 | | | | | | 2,947,512 | | | | | | | 2019 | | | | | | 453,031 | | | | | | 4,171(7) | | | | | | 1,229,006 | | | | | | 308,609 | | | | | | 494,802(6) | | | | | | 8,755 | | | | | | 2,498,374 | | |
(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary Compensation Table | | | Name and Principal Position | | Fiscal
Year | | | Salary
($) | | | Bonus
($) | | | Stock
Awards
($)(1) | | | Options Awards ($)(2) | | | Non-Equity
Incentive Plan
Compensation ($)(3) | | | All Other
Compensation ($)(4) | | | Total ($) | | Martin B. Anstice President and Chief Executive Officer | | | 2017 | | | | 969,808 | | | | — | | | | 7,023,914 | | | | 758,314 | | | | 2,396,304 | (6) | | | 10,541 | | | | 11,158,881 | | | | | 2016 | | | | 937,789 | | | | — | | | | 6,175,315 | | | | 1,224,848 | | | | 2,207,558 | (7) | | | 10,521 | | | | 10,556,031 | | | | | 2015 | | | | 906,646 | | | | — | | | | 5,849,027 | | | | 558,635 | | | | 3,839,904 | (8) | | | 10,527 | | | | 11,164,739 | | Timothy M. Archer Executive Vice President and
Chief Operating Officer | | | 2017 | | | | 646,945 | | | | — | | | | 3,950,881 | | | | 426,531 | | | | 1,165,193 | (6) | | | 11,301 | | | | 6,200,851 | | | | | 2016 | | | | 624,061 | | | | — | | | | 3,293,501 | | | | 653,260 | | | | 1,079,250 | (7) | | | 10,689 | | | | 5,660,761 | | | | | 2015 | | | | 604,431 | | | | — | | | | 3,032,808 | | | | 289,658 | | | | 2,114,132 | (9) | | | 10,543 | | | | 6,051,572 | | Douglas R. Bettinger Executive Vice President and
Chief Financial Officer | | | 2017 | | | | 572,561 | | | | — | | | | 2,414,365 | | | | 260,640 | | | | 849,190 | (6) | | | 7,983 | | | | 4,104,739 | | | | | 2016 | | | | 548,827 | | | | — | | | | 2,264,175 | | | | 449,109 | | | | 771,574 | (7) | | | 8,080 | | | | 4,041,765 | | | | | 2015 | | | | 528,692 | | | | — | | | | 2,166,214 | | | | 206,870 | | | | 1,450,547 | (10) | | | 8,017 | | | | 4,360,340 | | Richard A. Gottscho Executive Vice President,
Global Products | | | 2017 | | | | 559,837 | | | | 6,171 | (5) | | | 2,853,402 | | | | 362,059 | | | | 833,015 | (6) | | | 9,307 | | | | 4,623,791 | | | | | 2016 | | | | 545,296 | | | | 9,600 | (5) | | | 2,675,862 | | | | 606,262 | | | | 771,574 | (7) | | | 9,082 | | | | 4,617,676 | | | | | 2015 | | | | 528,692 | | | | 5,867 | (5) | | | 2,599,550 | | | | 312,531 | | | | 1,482,521 | (11) | | | 9,398 | | | | 4,938,559 | | Sarah A. O’Dowd Senior Vice President, Chief
Legal Officer, and Secretary | | | 2017 | | | | 453,277 | | | | — | | | | 1,229,100 | | | | 155,869 | | | | 597,578 | (6) | | | 8,082 | | | | 2,443,906 | | | | | 2016 | | | | 434,488 | | | | — | | | | 1,152,683 | | | | 261,125 | | | | 542,959 | (7) | | | 7,259 | | | | 2,398,514 | | | | | 2015 | | | | 418,077 | | | | — | | | | 1,126,410 | | | | 135,357 | | | | 956,427 | (12) | | | 7,551 | | | | 2,643,822 | |
(1) | The amounts shown in this column represent the value of service-based and market-based performace RSU awards, under the LTIP, granted in accordance with ASC 718. However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. The assumptions used to calculate the fair value of the RSUs in fiscal year 2017 are set forth in Note 4 to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2017. For additional details regarding the grants see“FY2017 GrantsofPlan-BasedAwards” table below. |
(2) | The amounts shown in this column represent the value of the stock option awards granted, under the LTIP, in accordance with ASC 718. However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. The assumptions used to calculate the fair value of stock options in fiscal year 2017 are set forth in Note 4 to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2017. For additional details regarding the grants see“FY2017 Grants of Plan-Based Awards”table below. |
(3) | Includes the long-term cash awards, which ceased being granted in calendar year 2015 (as discussed in further detail in the “///.PrimaryComponents ofNamedExecutive Officer Compensation; Calendar Year2014Compensation Payouts; Calendar Year 2015 Compensation Targets and Metrics – Historic LTIP Design” section of the 2015 proxy statement), under the previously designed long-term incentive programs for our performance during the relevant periods. |
(4) | Please refer to“FY2017AllOther Compensation Table” which immediately follows this table, for additional information. |
(5) | Represents patent awards. |
(6) | Represents the amount earned by and subsequently paid under the calendar year 2016 Annual Incentive Program, or “AIP.” |
(7) | Represents the amount earned by and subsequently paid under the calendar year 2015 Annual Incentive Program, or ’’AIP.” |
(8) | Represents $1,708,290 earned by and subsequently paid to Mr. Anstice under the calendar year 2014 Annual Incentive Program, or “AIP,” and $2,131,614 accrued on his behalf for the performance during fiscal year 2015 under the calendar year 2013/2014 Long-Term Incentive Program, or “LTIP-Cash.” Mr. Anstice has received the amounts accrued under the calendar year 2013/2014 LTIP-Cash. |
(9) | Represents $835,164 earned by and subsequently paid to Mr. Archer under the calendar year 2014 AIP and $1,278,968 accrued on his behalf for the performance during fiscal year 2015 under the calendar year 2013/2014 Long-Term Incentive Program, or “LTIP-Cash.” Mr. Archer has received the amount accrued under the calendar year 2013/2014 LTIP-Cash. |
(10) | Represents $597,902 earned by and subsequently paid to Mr. Bettinger under the calendar year 2014 AIP and $852,645 accrued on his behalf for the performance during fiscal year 2015 under the calendar year 2013/2014 Long-Term Incentive Program, or “LTIP-Cash.” Mr Bettinger has received the amount accrued under the calendar year 2013/2014 LTIP-Cash program. |
(11) | Represents $597,902 earned by and subsequently paid to Dr. Gottscho under the calendar year 2014 AIP and $884,619 accrued on his behalf for the performance during fiscal year 2015 under the calendar year 2013/2014 Long-Term Incentive Program, or “LTIP-Cash.”. Dr. Gottscho has received the amount accrued under the calendar year 2013/2014 LTIP-Cash. |
(12) | Represents $420,113 earned by and subsequently paid to Ms. O’Dowd under the calendar year 2014 AIP and $536.314 accrued on her behalf for the performance during fiscal year 2015 under the calendar year 2013/2014 Long-Term Incentive Program, or “LTIP-Cash.” Ms. O’Dowd has received the amount accrued under the calendar year 2013/2014 LTIP-Cash. |
Figure 29. FY2017 The amounts shown in this column represent the value of service-based RSU and Market-based PRSU awards granted, under the LTIP, in accordance with ASC 718. However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. For fiscal year 2021, the grant date fair value of the maximum number of RSU and Market-based PRSU awards that may be earned by each NEO is as follows: Mr. Archer: $14,273,981; Mr. Bettinger: $3,957,254; Dr. Gottscho: $3,243,401; Dr. Lord: $3,243,401; and Dr. Vahedi: $2,919,340. The fair value of service-based RSUs was calculated based on the fair market value of the Company’s common stock at the date of grant, discounted for dividends. The fair value of Market-based PRSUs was calculated using a Monte Carlo simulation model using, for awards granted in fiscal year 2021, the assumptions shown below. For additional details regarding the grants see “Grants of Plan-Based Awards for Fiscal Year 2021” below.
| | Market-based PRSU Award Valuation Assumptions | | | | Expected Volatility | | | Risk-free Interest Rate | | | Expected Term (Years) | | | Dividend Yield | | | | 47.5% | | | 0.26% | | | 2.92 | | | 0.87% | |
(2)
The amounts shown in this column represent the value of the stock option awards granted, under the LTIP, in accordance with ASC 718. However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. The fair value of stock options granted in fiscal year 2021 was calculated using a Black-Scholes option valuation model using the assumptions shown below. For additional details regarding the grants see “Grants of Plan-Based Awards for Fiscal Year 2021” below. | | Stock Option Award Valuation Assumptions | | | | Expected Volatility | | | Risk-free Interest Rate | | | Expected Term (Years) | | | Dividend Yield | | | | 42.2% | | | 0.67% | | | 4.85 | | | 0.87% | |
(3)
Please refer to “All Other Compensation Table for Fiscal Year 2021 | | | | | | | | | | | | | | | | | | | | | | All Other Compensation Table for Fiscal Year 2017 | | | | | Company Matching
Contribution to
the Company’s
Section 401 (k) Plan
($) | | | Company
Paid Long-Term
Disability Insurance
Premiums(1) ($) | | | Company
Paid Life
Insurance
Premiums (2)
($) | | | Company
Contribution to the
Elective Deferred
Compensation Plan
($) | | | Total ($) | | | Martin B. Anstice | | | 8,041 | | | | — | | | | — | | | | 2,500 | | | | 10,541 | | | Timothy M. Archer | | | 8,801 | | | | — | | | | — | | | | 2,500 | | | | 11,301 | | | Douglas R. Bettinger | | | 7,983 | | | | — | | | | — | | | | — | | | | 7,983 | | | Richard A. Gottscho | | | 8,133 | | | | 1,174 | | | | — | | | | — | | | | 9,307 | | | Sarah A. O’Dowd | | | 5,407 | | | | — | | | | 175 | | | | 2,500 | | | | 8,082 | |
(1) | Represents the portion of supplemental long-term disability insurance premiums paid by Lam. |
(2) | Represents the portion of life insurance premiums paid by Lam in excess of the non-discriminatory life insurance benefits provided to all Company employees. |
,” which immediately follows this table, for additional information. (4)
Represents the amount earned and subsequently paid under the calendar year 2020 AIP. (5)
Represents the amount earned and subsequently paid under the calendar year 2019 AIP. (6)
Represents the amount earned and subsequently paid under the calendar year 2018 AIP. (7)
Represents patent awards.
Figure 30. FY201753. All Other Compensation Table for Fiscal Year 2021 | | | | | Company Matching
Contribution to
the Company’s
Section 401(k) Plan
($) | | | Company
Contribution to the
Elective Deferred
Compensation Plan
($) | | | Other
($) | | | Total
($) | | | | Timothy M. Archer | | | | | 8,700 | | | | | | — | | | | | | — | | | | | | 8,700 | | | | | Douglas R. Bettinger | | | | | 8,426 | | | | | | 2,500 | | | | | | 362(1) | | | | | | 11,288 | | | | | Richard A. Gottscho | | | | | 8,582 | | | | | | — | | | | | | 1,076(2) | | | | | | 9,658 | | | | | Patrick J. Lord | | | | | 8,370 | | | | | | — | | | | | | 2,000(3) | | | | | | 10,370 | | | | | Vahid Vahedi | | | | | 8,352 | | | | | | — | | | | | | 5,483(4) | | | | | | 13,835 | | |
(1)
Represents a $250 value for award points awarded in connection with achieving Mr. Bettinger’s 7th anniversary milestone, along with an associated tax gross-up of $112. (2)
Represents supplemental long-term disability premiums paid by the Company in excess of the non-discriminatory supplemental long-term disability insurance benefits provided to all Company employees. (3)
Represents a matching charitable contribution made by the Company pursuant to its employee gift match and volunteerism program, which is available to all Company employees. (4)
Includes a $1,000 value for award points awarded in connection with achieving Dr. Vahedi’s 25th anniversary milestone, along with an associated tax gross-up of $448, a $4,000 matching charitable contribution made by the Company pursuant to its employee gift match and volunteerism program, as well as $35 which represents the portion of life insurance premiums paid by the Company in excess of the non-discriminatory life insurance benefits provided to all Company employees. Lam Research Corporation 2021 Proxy Statement 43
Figure 54. Grants of Plan-Based Awards for Fiscal Year 2021 | | | | | | | | | | | | | | Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards | | | Estimated Future
Payouts Under
Equity Incentive
Plan Awards | | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | | Exercise
or Base
Price of
Option
Awards
($/Sh) | | | Grant Date
Fair Value
of Stock
and Option
Awards
($)(3) | | | | Name | | | Award Type | | | Grant
Date | | | Approved
Date | | | Target
($)(1) | | | Maximum
($)(1) | | | Target
(#)(2) | | | Maximum
(#)(2) | | | | Timothy M. Archer | | | Annual Incentive Program | | | N/A | | | 2/5/21 | | | | | 1,837,500 | | | | | | 4,134,375 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | LTIP-Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Market-based PRSUs | | | 3/1/21 | | | 2/5/21 | | | | | | | | | | | | | | | | | 9,998 (4) | | | | | | 14,997 (4) | | | | | | | | | | | | | | | | | | | | | | | | 6,405,619 | | | | | Service-based RSUs | | | 3/1/21 | | | 2/5/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,998 (5) | | | | | | | | | | | | | | | | | | 4,665,553 | | | | | Stock Options | | | 3/1/21 | | | 2/5/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,997 (6) | | | | | | 598.81 | | | | | | 1,195,482 | | | | | Douglas R. Bettinger | | | Annual Incentive Program | | | N/A | | | 2/3/21 | | | | | 780,822 | | | | | | 1,756,850 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | LTIP-Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Market-based PRSUs | | | 3/1/21 | | | 2/3/21 | | | | | | | | | | | | | | | | | 2,772 (4) | | | | | | 4,158 (4) | | | | | | | | | | | | | | | | | | | | | | | | 1,775,993 | | | | | Service-based RSUs | | | 3/1/21 | | | 2/3/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,217(5) | | | | | | | | | | | | | | | | | | 1,293,265 | | | | | Stock Options | | | 3/1/21 | | | 2/3/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,662 (6) | | | | | | 598.81 | | | | | | 331,314 | | | | | Richard A. Gottscho | | | Annual Incentive Program | | | N/A | | | 2/3/21 | | | | | 552,521 | | | | | | 1,243,172 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | LTIP-Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Market-based PRSUs | | | 3/1/21 | | | 2/3/21 | | | | | | | | | | | | | | | | | 2,272 (4) | | | | | | 3,408(4) | | | | | | | | | | | | | | | | | | | | | | | | 1,455,648 | | | | | Service-based RSUs | | | 3/1/21 | | | 2/3/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,817(5) | | | | | | | | | | | | | | | | | | 1,059,929 | | | | | Stock Options | | | 3/1/21 | | | 2/3/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,362 (6) | | | | | | 598.81 | | | | | | 292,852 | | | | | Patrick J. Lord | | | Annual Incentive Program | | | N/A | | | 2/3/21 | | | | | 577,661 | | | | | | 1,299,736 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | LTIP-Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Market-based PRSUs | | | 3/1/21 | | | 2/3/21 | | | | | | | | | | | | | | | | | 2,272 (4) | | | | | | 3,408(4) | | | | | | | | | | | | | | | | | | | | | | | | 1,455,648 | | | | | Service-based RSUs | | | 3/1/21 | | | 2/3/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,817(5) | | | | | | | | | | | | | | | | | | 1,059,929 | | | | | Stock Options | | | 3/1/21 | | | 2/3/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,362 (6) | | | | | | 598.81 | | | | | | 292,852 | | | | | Vahid Vahedi | | | Annual Incentive Program | | | N/A | | | 2/3/21 | | | | | 476,910 | | | | | | 1,073,048 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | LTIP-Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Market-based PRSUs | | | 3/1/21 | | | 2/3/21 | | | | | | | | | | | | | | | | | 2,045 (4) | | | | | | 3,067 (4) | | | | | | | | | | | | | | | | | | | | | | | | 1,310,211 | | | | | Service-based RSUs | | | 3/1/21 | | | 2/3/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,636(5) | | | | | | | | | | | | | | | | | | 954,344 | | | | | Stock Options | | | 3/1/21 | | | 2/3/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,227(6) | | | | | | 598.81 | | | | | | 263,825 | | |
(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Grants of Plan-Based Awards for Fiscal Year 2017 | | | | | | | | | | | Estimated Future
Payouts Under Non-
Equity Incentive
Plan Awards | | | Estimated Future
Payouts Under
Equity Incentive
Plan Awards | | | All Other
Stock
Awards:
Number
of Shares
of Stock | | | All Other
Option
Awards:
Number of
Securities
Underlying | | | Exercise
or Base
Price of
Option | | | Grant
Date Fair
Value of
Stock
and
Option | | | Name | | Award Type | | Grant
Date | | Approved
Date | | Target
($)(1) | | | Maximum
($)(1) | | | Target
(#)(2) | | | Maximum
(#)(2) | | | or Units
(#) | | | Options
(#) | | | Awards
($/Sh) | | | Awards
($)(3) | | | | Annual Incentive Program | | N/A | | 2/8/17 | | | 1,485,000 | | | | 3,341,250 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | LTIP-Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Martin B. Anstice | | Market-based PRSUs | | 3/1/17 | | 2/8/17 | | | | | | | | | | | 34,539 | (4) | | | 51,808 | (4) | | | — | | | | — | | | | — | | | | 3,859,733 | | | | Service-based RSUs | | 3/1/17 | | 2/8/17 | | | | | | | | | | | — | | | | — | | | | 27,631 | (5) | | | — | | | | — | | | | 3,164,181 | | | | | Stock Options | | 3/1/17 | | 2/8/17 | | | | | | | | | | | — | | | | — | | | | — | | | | 27,628 | (6) | | | 119.67 | | | | 758,314 | | | | Annual Incentive Program | | N/A | | 2/7/17 | | | 735,204 | | | | 1,654,208 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | LTIP-Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Timothy M. Archer | | Market-based PRSUs | | 3/1/17 | | 2/7/17 | | | | | | | | | | | 19,428 | (4) | | | 29,142 | (4) | | | — | | | | — | | | | — | | | | 2,171,079 | | | | Service-based RSUs | | 3/1/17 | | 2/7/17 | | | | | | | | | | | — | | | | — | | | | 15,542 | (5) | | | — | | | | — | | | | 1,779,802 | | | | | Stock Options | | 3/1/17 | | 2/7/17 | | | | | | | | | | | — | | | | — | | | | — | | | | 15,540 | (6) | | | 119,67 | | | | 426,531 | | | | Annual Incentive Program | | N/A | | 2/7/17 | | | 525,609 | | | | 1,182,620 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | LTIP-Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Douglas R. Bettinger | | Market-based PRSUs | | 3/1/17 | | 2/7/17 | | | | | | | | | | | 11,872 | (4) | | | 17,808 | (4) | | | — | | | | — | | | | — | | | | 1,326,696 | | | | Service-based RSUs | | 3/1/17 | | 2/7/17 | | | | | | | | | | | — | | | | — | | | | 9,498 | (5) | | | — | | | | — | | | | 1,087,669 | | | | | Stock Options | | 3/1/17 | | 2/7/17 | | | | | | | | | | | — | | | | — | | | | — | | | | 9,496 | (6) | | | 119.67 | | | | 260,640 | | | | Annual Incentive Program | | N/A | | 2/7/17 | | | 510,592 | | | | 1,148,831 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | LTIP-Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Richard A. Gottscho | | Market-based PRSUs | | 3/1/17 | | 2/7/17 | | | | | | | | | | | 14,031 | (4) | | | 21,046 | (4) | | | — | | | | — | | | | — | | | | 1,567,964 | | | | Service-based RSUs | | 3/1/17 | | 2/7/17 | | | | | | | | | | | — | | | | — | | | | 11,225 | (5) | | | — | | | | — | | | | 1,285,438 | | | | | Stock Options | | 3/1/17 | | 2/7/17 | | | | | | | | | | | — | | | | — | | | | — | | | | 11,224 | (6) | | | 119.67 | | | | 362,059 | | | | Annual Incentive Program | | N/A | | 2/7/17 | | | 369,873 | | | | 832,214 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | LTIP-Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Sarah A. O’Dowd | | Market-based PRSUs | | 3/1/17 | | 2/7/17 | | | | | | | | | | | 6,044 | (4) | | | 9,066 | (4) | | | — | | | | — | | | | — | | | | 675,417 | | | | Service-based RSUs | | 3/1/17 | | 2/7/17 | | | | | | | | | | | — | | | | — | | | | 4,835 | (5) | | | — | | | | — | | | | 553,683 | | | | | Stock Options | | 3/1/17 | | 2/7/17 | | | | | | | | | | | — | | | | — | | | | — | | | | 4,832 | (6) | | | 119.67 | | | | 155,869 | |
(1) | The AIP target and maximum estimated future payouts reflected in this table were calculated using the base salary approved in February 2017, effective as of February 27, 2017. Awards payouts range from 0% to 225% of target. |
(2) |
The AIP target and maximum estimated future payouts reflected in this table were calculated using the base salary approved in February 2021, effective as of February 22, 2021. Awards payouts range from 0% to 225% of target. (2)
The amounts reported represent the target and maximum number of Market-based PRSUs that may vest on the terms described in “ExecutiveCompensation and Other Information–Compensation Discussion and Analysis” above. The number of shares that may be earned is equal to 0% to 150% of target. |
Continues on next page the terms described in “Executive Compensation and Other Information – Compensation Discussion and Analysis” above. The number of shares that may be earned is equal to from 0% to 150% of target.
u(3)
The amounts reported represent the fair value of Market-based PRSU, service-based RSU, and stock option awards granted during fiscal year 2021 in accordance with ASC 718. However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. For details regarding the assumptions used to calculate the fair value of awards granted during fiscal year 2021, see notes 1 and 2 to the “Summary Compensation Table | | | Lam Research Corporation 2017 Proxy Statement | | 31 |
” above. (4)
The Market-based PRSUs will vest on the third anniversary of the grant date, subject to continued employment. The actual conversion of Market-based PRSUs into shares of Lam common stock following the conclusion of the three-year performance period will range from 0% to 150% of the target amount, depending upon Lam’s “total return” stock price performance (assuming any dividends paid are reinvested on the ex-dividend date) compared to the market price performance of the XSOX index over the applicable three-year performance period. (5)
The RSUs will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued employment. (6)
The stock options will become exercisable in three equal installments on the first, second and third anniversaries of the grant date, subject to continued employment.
(3) | The amounts reported represent the fair value of Market-based PRSU, service-based RSU and stock option awards granted during fiscal year 2017 in accordance with ASC 718. However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. The assumptions used to calculate the fair value of awards granted during fiscal year 2017 are set forth in Note 4 to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2017. |
(4) | The Market-based PRSUs vest on March 1, 2020, subject to continued employment. The actual conversion of Market-based PRSUs into shares of Lam common stock following the conclusion of the three-year performance period will range from 0% to 150% of the target amount, depending upon Lam’s stock price performance compared to the market price performance of the SOX index over the applicable three-year performance period. |
(5) | One-third of the RSUs will vest on March 1 of each of 2018, 2019 and 2020, subject to continued employment. |
(6) | One-third of the stock options will become exercisable on March 1 of each of 2018, 2019 and 2020, subject to continued employment. |
Figure 31. FYE201755. Outstanding Equity Awards at Fiscal Year 2021 Year-End | | | | | Option Awards | | | Stock Awards | | | | Name | | | Grant
Date | | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | | Option
Exercise
Price
($) | | | Option
Expiration
Date | | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) | | | Market Value
of Shares or
Units of
Stock That
Have Not
Vested
($)(1) | | | Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#) | | | Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested ($)(1) | | | | Timothy M. Archer | | | | | 3/1/2021(2) | | | | | | — | | | | | | 5,997 | | | | | | 598.81 | | | | | | 3/1/28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2021 (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,998 | | | | | | 5,042,259 | | | | | | | | | | | | | | | | | | | 3/1/2021(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,998 | | | | | | 6,303,139 | | | | | | | 3/2/2020(2) | | | | | | 4,046 | | | | | | 8,094 | | | | | | 300.33 | | | | | | 3/2/27 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/2/2020(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,095 | | | | | | 5,103,412 | | | | | | | | | | | | | | | | | | | 3/2/2020(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,178 | | | | | | 9,568,818 | | | | | | | 3/1/2019(2) | | | | | | 11,329 | | | | | | 11,330 | | | | | | 176.75 | | | | | | 3/1/26 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2019(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,249 | | | | | | 2,678,740 | | | | | | | | | | | | | | | | | | | 3/1/2019(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,243 | | | | | | 13,392,437 | | | | | | | 12/6/2018(6) | | | | | | 1,488 | | | | | | 26,787 | | | | | | 145.73 | | | | | | 12/6/25 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12/6/2018(7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,384 | | | | | | 4,024,729 | | | | | | | | | | | | | | | | | | | 3/1/2018(2) | | | | | | 10,524 | | | | | | — | | | | | | 190.07 | | | | | | 3/1/25 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Douglas R. Bettinger | | | | | 3/1/2021(2) | | | | | | — | | | | | | 1,662 | | | | | | 598.81 | | | | | | 3/1/28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2021(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,217 | | | | | | 1,397,685 | | | | | | | | | | | | | | | | | | | 3/1/2021(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,772 | | | | | | 1,747,580 | | | | | | | 3/2/2020(2) | | | | | | 1,170 | | | | | | 2,342 | | | | | | 300.33 | | | | | | 3/2/27 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/2/2020(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,344 | | | | | | 1,477,751 | | | | | | | | | | | | | | | | | | | 3/2/2020(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,393 | | | | | | 2,769,523 | | | | | | | 3/1/2019(2) | | | | | | 8,496 | | | | | | 4,248 | | | | | | 176.75 | | | | | | 3/1/26 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2019(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,593 | | | | | | 1,004,291 | | | | | | | | | | | | | | | | | | | 3/1/2019(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,966 | | | | | | 5,022,085 | | | | | | | 11/30/2018(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,589 | | | | | | 12,980,129 | | | | | | | | | | | | | | | | | | | 3/1/2018(2) | | | | | | 4,736 | | | | | | — | | | | | | 190.07 | | | | | | 3/1/25 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2017(2) | | | | | | 9,496 | | | | | | — | | | | | | 119.67 | | | | | | 3/1/24 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2016(2) | | | | | | 23,871 | | | | | | — | | | | | | 75.57 | | | | | | 3/1/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/11/2015(2) | | | | | | 9,303 | | | | | | — | | | | | | 80.60 | | | | | | 2/11/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Richard A. Gottscho | | | | | 3/1/2021(2) | | | | | | — | | | | | | 1,362 | | | | | | 598.81 | | | | | | 3/1/28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2021(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,817 | | | | | | 1,145,509 | | | | | | | | | | | | | | | | | | | 3/1/2021(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,272 | | | | | | 1,432,360 | | | | | | | 3/2/2020(2) | | | | | | 1,064 | | | | | | 2,128 | | | | | | 300.33 | | | | | | 3/2/27 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/2/2020(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,130 | | | | | | 1,342,837 | | | | | | | | | | | | | | | | | | | 3/2/2020(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,994 | | | | | | 2,517,977 | | | | | | | 3/1/2019(2) | | | | | | — | | | | | | 3,540 | | | | | | 176.75 | | | | | | 3/1/26 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2019(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,328 | | | | | | 837,224 | | | | | | | | | | | | | | | | | | | 3/1/2019(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,638 | | | | | | 4,184,861 | | |
Lam Research Corporation 2021 Proxy Statement | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding Equity Awards at 2017 Fiscal Year-End | | | | Option Awards | | | Stock Awards | | Name | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
| | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | | Option
Exercise
Price
($)
| | | Option
Expiration
Date
| | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
| | | Market
Value
of Shares or
Units of
Stock
That Have
Not
Vested
($) (1) | | | Equity
Incentive
Plan Awards:
Number of
Unearned
Shares. Units
or Other Rights
That Have Not
Vested
(#)
| | | Equity
Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($) (1)
| | Martin B. Anstice | | | | | | | 27,628 | (2) | | | 119.67 | | | | 3/1/24 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,631 | (3) | | | 4,193,833 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 34,539 | (4) | | | 5,242,329 | | | | 21,701 | (5) | | | 43,402 | (5) | | | 75.57 | | | | 3/1/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,702 | (6) | | | 3,293,930 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 54,253 | (7) | | | 8,234,520 | | | | 16,748 | (8) | | | 8,374 | (8) | | | 80.60 | | | | 2/11/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,166 | (9) | | | 1,694,775 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 41,873 | (10) | | | 6,355,484 | | | | 25,114 | (11) | | | | | | | 51.76 | | | | 2/18/21 | | | | | | | | | | | | | | | | | | | | 18,834 | (12) | | | | | | | 51.76 | | | | 2/18/21 | | | | | | | | | | | | | | | | | | Timothy M. Archer | | | | | | | 15,540 | (2) | | | 119.67 | | | | 3/1/24 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,542 | (3) | | | 2,358,965 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,428 | (4) | | | 2,948,782 | | | | 11,574 | (5) | | | 23,148 | (5) | | | 75.57 | | | | 3/1/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,574 | (6) | | | 1,756,702 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 28,935 | (7) | | | 4,391,754 | | | | 8,684 | (8) | | | 4,342 | (8) | | | 80.60 | | | | 2/11/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,790 | (9) | | | 878,806 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,712 | (10) | | | 3,295,447 | | | | 17,385 | (11) | | | | | | | 51.76 | | | | 2/18/21 | | | | | | | | | | | | | | | | | | | | 8,691 | (12) | | | | | | | 51.76 | | | | 2/18/21 | | | | | | | | | | | | | | | | | | Douglas R. Bettinger | | | | | | | 9,496 | (2) | | | 119.67 | | | | 3/1/24 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,498 | (3) | | | 1,441,606 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,872 | (4) | | | 1,801,932 | | | | 7,957 | (5) | | | 15,914 | (5) | | | 75.57 | | | | 3/1/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,957 | (6) | | | 1,207,713 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,892 | (7) | | | 3,019,208 | | | | 6,202 | (8) | | | 3,101 | (8) | | | 80.60 | | | | 2/11/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,136 | (9) | | | 627,762 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,508 | (10) | | | 2,353,804 | | | | 9,658 | (11) | | | | | | | 51.76 | | | | 2/18/21 | | | | | | | | | | | | | | | | | | | | | 7,242 | (12) | | | | | | | 51.76 | | | | 2/18/21 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding Equity Awards at 2017 Fiscal Year-End | | | | Option Awards | | | Stock Awards | | Name | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
| | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | | Option
Exercise
Price
($)
| | | Option
Expiration
Date
| | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
| | | Market
Value
of Shares or
Units of
Stock
That Have
Not
Vested
($) (1) | | | Equity
Incentive
Plan Awards:
Number of
Unearned
Shares. Units
or Other Rights
That Have Not
Vested
(#)
| | | Equity
Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($) (1)
| | Richard A. Gottscho | | | | | | | 11,224 | (2) | | | 119.67 | | | | 3/1/24 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,225 | (3) | | | 1,703,731 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,031 | (4) | | | 2,129,625 | | | | | | | | 18,806 | (5) | | | 75.57 | | | | 3/1/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,404 | (6) | | | 1,427,339 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,509 | (7) | | | 3,568,196 | | | | | | | | 3,722 | (8) | | | 80.60 | | | | 2/11/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,963 | (9) | | | 753,284 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,610 | (10) | | | 2,824,626 | | Sarah A. O’Dowd | | | | | | | 4,832 | (2) | | | 119.67 | | | | 3/1/24 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,835 | (3) | | | 733,856 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,044 | (4) | | | 917,358 | | | | 4,050 | (5) | | | 8,100 | (5) | | | 75.57 | | | | 3/1/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,051 | (6) | | | 614,861 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,127 | (7) | | | 1,537,076 | | | | 3,224 | (8) | | | 1,612 | (8) | | | 80.60 | | | | 2/11/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,151 | (9) | | | 326,479 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,064 | (10) | | | 1,223,954 | | | | 7,533 | (11) | | | | | | | 51.76 | | | | 2/18/21 | | | | | | | | | | | | | | | | | | | | | 3,765 | (12) | | | | | | | 51.76 | | | | 2/18/21 | | | | | | | | | | | | | | | | | | | | | 22,140 | (13) | | | | | | | 42.61 | | | | 2/8/20 | | | | | | | | | | | | | | | | | |
(1) | Calculated by multiplying the number of unvested shares by $151.7845
| | | | | Option Awards | | | Stock Awards | | | | Name | | | Grant
Date | | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | | Option
Exercise
Price
($) | | | Option
Expiration
Date | | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) | | | Market Value
of Shares or
Units of
Stock That
Have Not
Vested
($)(1) | | | Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#) | | | Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested ($)(1) | | | | Patrick J. Lord | | | | | 3/1/2021(2) | | | | | | — | | | | | | 1,362 | | | | | | 598.81 | | | | | | 3/1/28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2021(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,817 | | | | | | 1,145,509 | | | | | | | | | | | | | | | | | | | 3/1/2021(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,272 | | | | | | 1,432,360 | | | | | | | 3/2/2020(2) | | | | | | — | | | | | | 2,128 | | | | | | 300.33 | | | | | | 3/2/27 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/2/2020(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,130 | | | | | | 1,342,837 | | | | | | | | | | | | | | | | | | | 3/2/2020(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,994 | | | | | | 2,517,977 | | | | | | | 3/1/2019(2) | | | | | | — | | | | | | 2,832 | | | | | | 176.75 | | | | | | 3/1/26 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2019(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,062 | | | | | | 669,527 | | | | | | | | | | | | | | | | | | | 3/1/2019(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,310 | | | | | | 3,347,636 | | | | | Vahid Vahedi | | | | | 3/1/2021(2) | | | | | | — | | | | | | 1,227 | | | | | | 598.81 | | | | | | 3/1/28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2021(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,636 | | | | | | 1,031,400 | | | | | | | | | | | | | | | | | | | 3/1/2021(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,045 | | | | | | 1,289,250 | | | | | | | 3/2/2020(2) | | | | | | 916 | | | | | | 1,832 | | | | | | 300.33 | | | | | | 3/2/27 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/2/2020(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,832 | | | | | | 1,154,966 | | | | | | | | | | | | | | | | | | | 3/2/2020(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,435 | | | | | | 2,165,561 | | | | | | | 3/1/2019(2) | | | | | | 4,954 | | | | | | 2,478 | | | | | | 176.75 | | | | | | 3/1/26 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2019(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 930 | | | | | | 586,309 | | | | | | | | | | | | | | | | | | | 3/1/2019(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,647 | | | | | | 2,929,655 | | | | | | | 3/1/2018(2) | | | | | | 3,576 | | | | | | — | | | | | | 190.07 | | | | | | 3/1/25 | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)
Calculated by multiplying the number of not vested units by $630.44, the closing price per share of our common stock on June 23, 2017. |
(2) | The stock options were granted on March 1, 2017. One-third of the stock options will become exercisable on March 1 of each 2018, 2019 and 2020, subject to continued employment. |
(3) | The RSUs were granted on March 1, 2017. One-third of the RSUs will vest on March 1 of each of 2018, 2019 and 2020, subject to continued employment. |
(4) | The Market-based PRSUs were granted on March 1, 2017. The Market-based PRSUs will vest on March 1, 2020, subject to continued employment. The Market-based PRSUs are shown at their target amount. The actual conversion of the Market-based PRSUs into shares of Lam common stock following the conclusion of the three-year performance period will range from 0% to 150% of that target amount, depending upon Lam’s stock price performance compared to the market price performance of the SOX index over the applicable three-year performance period. |
(5) | The stock options were granted on March 1, 2016. As of the 2017 fiscal year end, one-third of the stock options had become exercisable.One-third of the stock options will become exercisable on March 1 of each 2018 and 2019, subject to continued employment. |
(6) | The RSUs were granted on March 1, 2016. As of the 2017 fiscal year end, one-third of the RSUs vested. One-third of the RSUs will vest on March 1 of each 2018 and 2019, subject to continued employment. |
(7) | The Market-based PRSUs were granted on March 1, 2016. The Market-based PRSUs will vest on March 1, 2019, subject to continued employment. The Market-based PRSUs are shown at their target amount. The actual conversion of the Market-based PRSUs into shares of Lam common stock following the conclusion of the three-year performance period will range from 0% to 150% of that target amount, depending upon Lam’s stock price performance compared to the market price performance of the SOX index over the applicable three-year performance period. |
(8) | The stock options were granted on February 11, 2015. As of the 2017 fiscal year end, two-thirds of the stock options had become exercisable. One-third of the stock options will become exercisable on February 11, 2018, subject to continued employment. |
(9) | The RSUs were granted on February 11, 2015. As of the 2017 fiscal year end, two-thirds of the RSUs vested. One-third of the RSUs will vest on February 11, 2018, subject to continued employment. |
(10) | The Market-based PRSUs were granted on February 11, 2015. The Market-based PRSUs will vest on February 11, 2018, subject to continued employment. The Market-based PRSUs are shown at their target amount. The actual conversion of the Market-based PRSUs into shares of Lam common stock following the conclusion of the three-year performance period will range from 0% to 150% of that target amount, depending upon Lam’s stock price performance compared to the market price performance of the SOX index over the applicable three-year performance period. |
Continues on June 25, 2021.
(2)
The stock options will become exercisable in three equal installments on the first, second, and third anniversaries of the grant date, subject to continued employment. (3)
The RSUs will vest in three equal installments on the first, second, and third anniversaries of the grant date, subject to continued employment. (4)
The Market-based PRSUs will vest on the third anniversary of the grant date, subject to continued employment. The Market-based PRSUs are shown at their target amount. The actual conversion of the Market-based PRSUs into shares of Lam common stock following the conclusion of the three-year performance period will range from 0% to 150% of that target amount, depending upon Lam’s “total return” stock price performance (assuming any dividends paid are reinvested on the ex-dividend date) compared to the market price performance of the XSOX index over the applicable three-year performance period. (5)
The Market-based PRSUs will vest on the third anniversary of the grant date, subject to continued employment. The Market-based PRSUs are shown at their target amount. The actual conversion of the Market-based PRSUs into shares of Lam common stock following the conclusion of the three-year performance period will range from 0% to 150% of that target amount, depending upon Lam’s stock price performance compared to the market price performance of the SOX index over the applicable three-year performance period. (6)
The stock options will become exercisable over four years (one quarter on the one-year anniversary of the grant date and the remainder on a pro-rated basis on the sixth day of every month thereafter for the next page 36 months), subject to continued employment. (7)
uThe RSUs will vest over four years (one quarter of the RSUs on the one-year anniversary of the grant date and the remainder of the RSUs on a pro-rated basis on the sixth day of every month thereafter for the next 36 months), subject to continued employment.
(8)
The RSUs will vest over four years (one quarter of the RSUs on the one-year anniversary of the grant date and the remainder of the RSUs on a pro-rated basis on the last day of every month thereafter for the next 36 months), subject to continued employment. 46 | | | Lam Research Corporation 2017 Proxy Statement | | 33 |
(11) | Stock options were granted on February 18, 2014. As of the 2017 fiscal year-end, the stock options had become exercisable. |
(12) | Stock options were granted as part of the Gap Year Award on February 18, 2014. As of the 2017 fiscal year end, the stock options had become exercisable. |
(13) | Stock options were granted on February 8, 2013. As of the 2017 fiscal year-end, the stock options had become exercisable. |
Figure 32. FY201756. Option Exercises and Stock Vested During Fiscal Year 2021(1) | | | | | | | | | | | | | | | | | | Option Exercises and Stock Vested for Fiscal Year 2017(1) | | | | | Option Awards | | | Stock Awards | | | Name | | Number of Shares
Acquired on
Exercise
(#) | | | Value
Realized on Exercise ($) | | | Number of Shares
Acquired on
Vesting
(#) | | | Value
Realized on
Vesting
($) | | | Martin B. Anstice | | | — | | | | — | | | | 132,943 | | | | 15,339,076 | | | Timothy M. Archer | | | 93,303 | | | | 7,267,322 | | | | 62,773 | | | | 7,246,533 | | | Douglas R. Bettinger | | | — | | | | — | | | | 50,776 | | | | 5,857,645 | | | Richard A. Gottscho | | | 75,098 | | | | 4,297,581 | | | | 52,327 | | | | 6,040,206 | | | Sarah A. O’Dowd | | | — | | | | — | | | | 26,359 | | | | 3,040,652 | |
(1) | The table shows all stock options exercised and the value realized upon exercise, and all stock awards vested and the value realized upon vesting, by the NEOs during fiscal year 2017, which ended on June 25, 2017. |
| | | | | Option Awards | | | Stock Awards | | | | Name | | | Number of
Shares Acquired
on Exercise
(#) | | | Value Realized
on Exercise
($) | | | Number of
Shares Acquired
on Vesting
(#) | | | Value Realized
on Vesting
($) | | | | Timothy M. Archer | | | 70,024 | | | 20,458,253 | | | 35,798 | | | 20,832,961 | | | | Douglas R. Bettinger | | | 16,900 | | | 5,137,708 | | | 26,940 | | | 14,235,255 | | | | Richard A. Gottscho | | | 10,587 | | | 3,169,621 | | | 14,016 | | | 8,365,817 | | | | Patrick J. Lord | | | 10,949 | | | 2,982,046 | | | 10,961 | | | 6,536,452 | | | | Vahid Vahedi | | | — | | | — | | | 9,749 | | | 5,814,486 | |
(1)
The table shows all stock options exercised and the value realized upon exercise, and all RSUs and Market-based PRSUs vested and the value realized upon vesting. Figure 33. FY2017Non-Qualified57. Nonqualified Deferred Compensation | | Name | | | Executive
Contributions
in FY 2021
($)(1) | | | Registrant
Contributions
in FY 2021
($)(2) | | | Aggregate
Earnings in
FY 2021
($)(3) | | | Aggregate
Balance at
2021 Fiscal
Year-End
($)(4) | | | | Timothy M. Archer | | | 615,288 | | | — | | | 1,531,822 | | | 9,635,170 | | | | Douglas R. Bettinger | | | 753,013 | | | 2,500 | | | 1,439,319 | | | 5,978,942 | | | | Richard A. Gottscho | | | — | | | — | | | 158,404 | | | 2,430,680 | | | | Patrick J. Lord | | | — | | | — | | | — | | | — | | | | Vahid Vahedi | | | — | | | — | | | — | | | — | |
(1) | | | | | | | | | | | | | | | | | | Non-Qualified Deferred Compensation for Fiscal Year 2017 | | | Name | | Executive
Contributions
in FY 2017
($)(1) | | | Registrant
Contributions
in FY 2017
($)(2) | | | Aggregate
Earnings in
FY 2017
($)(3) | | | Aggregate
Balance at
FYE 2017
($)(4) | | | Martin B. Anstice | | | 446,676 | | | | 2,500 | | | | 648,568 | | | | 5,710,357 | | | Timothy M. Archer | | | 452,881 | | | | 2,500 | | | | 434,527 | | | | 4,853,074 | | | Douglas R. Bettinger | | | 14,437 | | | | — | | | | 339,673 | | | | 1,785,235 | | | Richard A. Gottscho | | | — | | | | — | | | | 108,624 | | | | 2,041,887 | | | Sarah A. O’Dowd | | | 843,918 | | | | 2,500 | | | | 830,603 | | | | 8,438,827 | |
(1) | The entire amount of each executive’s contributions in fiscal year 2017 is reported in each respective NEO’s compensation in our fiscal year 2017 “Summary Compensation Table.” |
(2) | Represents the amount that Lam credited to the Elective Deferred Compensation Plan, the “EDCP,” which is 3% of Executive Salary Contribution during calendar year 2016, to a maximum benefit of $2,500. These amounts are included in the “Summary Compensation Table ” and “All Other Compensation Table For Fiscal Year 2017.” |
(3) | The NEOs did not receive above-market or preferential earnings in fiscal year 2017. |
(4) | The fiscal year-end balance includes $4,612,613 for Mr. Anstice, $3,963,166 for Mr. Archer, $1,431,125 for Mr. Bettinger, $1,933,263 for Dr. Gottscho, and $6,761,806 for Ms. O’Dowd that were previously reported in the “Non-Qualified Deferred Compensation for Fiscal Year 2016” table in our 2016 proxy statement. |
The entire amount of each executive’s contributions in fiscal year 2021 is reported in each respective NEO’s compensation in our fiscal year 2021 “Summary Compensation Table” above. (2)
Represents the amount that Lam credited to the Elective Deferred Compensation Plan (the “EDCP”), which is 3% of the executive’s salary contribution during calendar years 2020 and 2021, to a maximum annual benefit of $2,500. These amounts are included in the “Summary Compensation Table” and “All Other Compensation Table for Fiscal Year 2021” above. (3)
The NEOs did not receive above-market or preferential earnings in fiscal year 2021. (4)
The fiscal year-end balance includes $7,488,060 for Mr. Archer, $3,784,110 for Mr. Bettinger, and $2,272,276 for Dr. Gottscho that were previously reported in the “FY2020 Non-Qualified Deferred Compensation” table in our 2020 proxy statement. The fiscal year-end balance includes $8,713,326 for Mr. Archer, $5,978,942 for Mr. Bettinger, and $475,433 for Dr. Gottscho that was contributed after December 31, 2004, or constitutes earnings on such contributions, and which is subject to distribution in the event of a Change in Control (as defined in the EDCP) as described in “Potential Payments upon Termination or Change in Control – Elective Deferred Compensation Plan” below. Potential Payments upon Termination or Change in Control On December 22, 2020, the independent members of our Board adopted an executive severance policy (the “severance policy”) and an executive change in control policy (the “change in control policy”), effective as of January 1, 2021. The policies are applicable to our NEOs and replaced the employment agreements and change in control agreements with our NEOs, which expired on December 31, 2020. The following is a summary of the employment agreementspolicies. Executive Severance Policy The severance policy applies to individuals serving as our CEO, president,executive vice president, and senior vice president (each, a “covered executive”), including each of our named executive officers.Executive Employment Agreements
Martin B. Anstice.The Company and Mr. Anstice entered into an employment agreement, or the “agreement,” effective January 1, 2015, for a term ending on December 31, 2017, subject to the rightNEOs. However, certain provisions of the Companyseverance policy apply only to individuals serving as CEO, president or executive vice president (each, a “Tier 1 executive”), currently including Mr. Anstice, under certain circumstances, to terminate the agreement prior to such time.Archer, Mr. Bettinger, Dr. Gottscho and Dr. Lord.
Under the terms of the agreement, Mr. Anstice receives a base salary, which is reviewed annually and potentially adjusted. It was initially set at the beginning of the term of the agreement at $900,000. Mr. Anstice is also entitled to participate in any short-term or long-term variable compensation programs offered by the Company to its executive officers generally, subject to the applicable terms and conditions of those programs and the approval of the independent members of the Board, and to participate in the Company’s Elective Deferred Compensation Plan. Mr. Anstice receives other benefits, such as health insurance, paid time off (as his schedule permits), and benefits under other plans and programs generally applicable to executive officers of the Company.
IfThe severance policy provides that if an Involuntary Termination (as defined in Mr. Anstice’s agreement)the severance policy) of Mr. Anstice’sa Tier 1 executive’s employment occurs, other than in connection with a Change in Control (asor an Acquisition (each as defined in Mr. Anstice’s agreement)the severance policy), Mr. Ansticethe Tier 1 executive will be entitled to: (1) a lump-sum cash payment equal to 18 months100% (150% for our CEO) of histhe Tier 1 executive’s then-current annual base salary, plus an amount equal to 50% (100% for our CEO) of the average of the last five annual payments made to Mr. Ansticethe Tier 1 executive under the short termshort-term variable compensation program or any predecessor or successor programs (the “Short Term“Short-Term Program,” and such average, the “Five-Year Average Amount”), plus an amount equal to the pro-rata amount hethe Tier 1 executive would have earned under the Short TermShort-Term Program for the calendar year in which histhe Tier 1 executive’s employment is terminated had histhe Tier 1 executive’s employment
Lam Research Corporation 2021 Proxy Statement 47
continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under the Short TermShort-Term Program and the number of full months elapsed prior to the termination date; (2) payment of any amounts accrued as of the date of termination under any long-term, cash-based variable-compensation programs of the Company (the “Long Term Cash Programs”); (3) certain medical benefits; (4) a cash payment equal to a product of (x) a pro rata portion (based on time of service as of the date of termination) of the unvested Market-based PRSU/performance-based RSU awards granted to Mr. Anstice as adjusted for the Company’s performance (calculated as set forth in the award agreements) over the time of service and (y) the closing stock price on the date of termination; and (5)(3) vesting, as of the date of termination, of a pro rata portion of the unvested stock option or RSU awards that are not performance basedsolely service-based granted to Mr. Ansticethe Tier 1 executive at least 12 months prior to the termination date.Ifdate; and (4) a Change in Controlcash payment equal to the product of (x) a pro rata portion (based on the time from the first day of the CompanyPerformance Period (as defined in Mr. Anstice’s agreement) occursthe award agreements) until the earlier of the termination date or the last day of the Performance Period) of the unvested Market-based PRSU and/or other performance-based RSU awards granted to the Tier 1 executive, as adjusted for the Company’s performance (calculated as set forth in the award agreements) over the time from the first day of the Performance Period until the earlier of the termination date or the last day of the Performance Period and (y) the closing stock price on the date of termination.
If the Company carries out an Acquisition (as defined in the severance policy) during the period of Mr. Anstice’sa covered executive’s employment, and if there is an Involuntary Termination of Mr. Anstice’sthe covered executive’s employment either in contemplationon or after the date of the initial public announcement of, or within the 1824 months following the Change in Control, Mr. Ansticeconsummation of, the Acquisition, the covered executive will be entitled to: (1) a lump-sum cash payment equal to 24 months150% (200% for our CEO) of Mr. Anstice’s then-currentthe covered executive’s then current annual base salary, plus an amount equal to two times150% (200% for our CEO) of the Five-Year Average Amount, plus an additional amount equal to a pro rata amount (based on the number of full months worked duringin the calendar year during which the termination occurs) of the Five-Year Average Amount; (2) certain medical benefits; conversion of any Market-based PRSUs/performance-based RSUs outstanding(3) vesting, as of the Change in Control intodate of termination, of the unvested stock option or RSU awards that are solely service-based granted to the covered executive prior to the Acquisition; and (4) a cash award payable at time of terminationpayment equal to the product of (x) the sum of: (x)of (i) a pro rata portion (based on time of service asfrom the first day of the datePerformance Period until the earlier of termination)the closing of the Acquisition or the last day of the Performance Period) of the unvested Market-based PRSU/PRSUs/performance-based RSU awards granted to Mr. AnsticeRSUs as adjusted for the Company’s performance (calculated as set forth in the award agreements) over the time from the first day of servicethe Performance Period until the closing of the acquisition and (ii) a pro rata portion (based on time from the day following the closing of the Acquisition until the last day of the Performance Period) of the target number of unvested Market-based PRSUs/performance-based RSUs (i.e. unadjusted for performance) and (y) the remainderclosing stock price on the closing date of the pro-rata portion of unvested Market-based PRSU/performance-based RSU awards at target; vesting, as of the date of termination, of the unvested stock option or RSU awards that are not performance-basedAcquisition. granted to Mr. Anstice prior to the Change in Control; and payment of any amounts accrued as of the Change in Control under any then-existing Long Term Cash Programs, plus an amount equal to the remaining target amount under any then-existing Long Term Cash Programs.
If Mr. Anstice’sa Tier 1 executive’s employment is terminated due to disability or in the event of histhe Tier 1 executive’s death, Mr. Ansticethe Tier 1 executive (or histhe Tier 1 executive’s estate) will be entitled to: (1) the pro rata amount hethe Tier 1 executive would have earned under the Short TermShort-Term Program for the calendar year in which histhe Tier 1 executive’s employment is terminated had histhe Tier 1 executive’s employment continued until the end of such calendar year, such pro rata portion to be calculated based on the performance results achieved under the Short TermShort-Term Program and the number of full months elapsed prior to the termination date; (2) payment of any amounts accruedcertain medical benefits; (3) vesting, as of the date of termination, underof any then-existing Long Term Cash Programs; (3) certain medical benefits;unvested stock option and RSU awards, that are solely service-based, granted to the Tier 1 executive prior to the date of termination; and (4) vesting, as of the date of termination, of 50%portion of the unvested stock option, andMarket-based PRSU/performance-based RSU awards which are not performance based, granted to Mr. Anstice priorthe Tier 1 executive, as adjusted for the Company’s performance (calculated as set forth in the award agreements) over the time from the first day of the Performance Period until the earlier of the termination date or the last day of the Performance Period. If the employment of a covered executive who is not a Tier 1 executive is terminated due to disability or in the dateevent of terminationthe covered executive’s death, the covered executive (or a pro rata amount, based on period of service, if greater than 50%); and (5)the covered executive’s estate) will be entitled to: (1) vesting, as of the date of termination, of 50%any unvested stock option and RSU awards, that are solely service-based, granted to the covered executive prior to the date of termination; and (2) vesting, as of the date of termination, of portion of the unvested Market-based PRSU/performance-based RSU awards (or a pro rata amount, based on period of service, if greater than 50%)granted to the covered executive, as adjusted for the Company’s performance during(calculated as set forth in the service period (in either case) granted to Mr. Anstice prior toaward agreements) over the time from the first day of the Performance Period until the earlier of the termination date or the last day of termination.the Performance Period. If Mr. Ansticea covered executive voluntarily resigns, hethe covered executive will be entitled to no additional benefits (except as hethe covered executive may be eligible for under the Company’s Retiree Health Plans);, outstanding stock options, RSUs and Market-based PRSUs/performance-based RSUs will cease to vest on the termination date;date, and stock options will be cancelledcanceled unless they are exercised within 90ninety days after the termination date. All RSUs and Market-based PRSUs/performance-based RSUs will be cancelledcanceled on the termination date.Mr. Anstice’s agreement also subjects Mr. Anstice to customary
The severance policy conditions all payments and benefits upon a covered executive’s performance in all material respects of their confidentiality and non-competitionnon-compete obligations duringto the termCompany. The severance policy also requires a covered executive to execute a release in favor of the agreement, the application of the Company’s compensation recovery or clawback policy to any compensation, andCompany, which includes a non-solicitation obligationsobligation for a period of six months following the termination of his employment. the covered executive’s employment, to receive the payments described above. Any compensation that is paid to a covered executive by the Company is subject to any applicable compensation recovery policy. The severance policy may be amended at any time; provided, however, that any amendment that would adversely affect a covered executive will not be applicable without such covered executive’s consent until the later of (i) 18 months following the date of such amendment, or (ii), if the amendment occurs during the Change In Control Protection Period (as defined in the change in control policy), the end of the Change In Control Protection Period.
Executive Change in Control Policy The change in control policy applies to individuals serving as covered executives, including each of our NEOs. The change in control policy provides that if a Change in Control of the Company (as defined in the change in control policy) occurs during the period of a covered executive’s employment, and if there is an Involuntary Termination of the covered executive’s employment on or after the date of the initial public announcement of the transaction or within the 24 months following the Change in Control, the covered executive will be entitled to: (1) a lump-sum cash payment equal to 150% (200% for our CEO) of the covered executive’s then current annual base salary, plus an amount equal to 150% (200% for our CEO) of the Five-Year Average Amount, plus an additional amount equal to a pro rata amount (based on the number of full months worked in the calendar year during which the termination occurs) of the Five-Year Average Amount; (2) certain medical benefits; (3) vesting, as of the date of termination, of the unvested stock option or RSU awards that are solely service-based granted to the covered executive prior to the Change in Control; and (4) conversion of any Market-based PRSUs/performance-based RSUs outstanding as of the Change in Control into a cash award payable at time of termination calculated as set forth in the award agreements (pursuant to the Company’s current form of Market-based PRSU award agreement, the cash award would be equal to the product of (x) the sum of (i) a pro rata portion (based on time from the first day of the Performance Period until the earlier of the closing of the Change in Control or the last day of the Performance Period) of the unvested Market-based PRSUs/performance-based RSUs as adjusted for the Company’s performance (calculated as set forth in the award agreements) over the time from the first day of the Performance Period until the closing of the Change in Control and (ii) a pro rata portion (based on time from the day following the closing of the Change in Control until the last day of the Performance Period) of the target number of unvested Market-based PRSUs/performance-based RSUs (i.e. unadjusted for performance) and (y) the closing stock price on the closing date of the Change in Control). If the Company is acquired by another entity in connection with a Change in Control of the Company (as defined in the severance policy) during the period of a covered executive’s employment, and there is or will be no market for the Company’s common stock, and if the acquiring company does not provide the covered executive with stock options and RSU awards comparable to the unvested stock option or RSU awards that are not performance-based that are granted to the covered executive prior to the Change in Control, then regardless of whether the covered executive’s employment is terminated, the covered executive will be entitled to the vesting, immediately prior to the Change in Control, of all such unvested stock option or RSU awards that are not performance-based that are granted to the covered executive prior to the Change in Control. The change in control policy conditions all payments and benefits upon a covered executive’s performance in all material respects of their confidentiality and non-compete obligations to the Company. The change in control policy also requires Mr. Ansticea covered executive to execute a release in favor of the Company, which includes a non-solicitation obligation for a period of six months following the termination of the covered executive’s employment, to receive the payments described above.Timothy M. Archer.The Any compensation that is paid to a covered executive by the Company and Mr. Archer entered into an employment agreement, or the “agreement,” effective January 1, 2015, for a term ending on December 31, 2017,is subject to the right of the Company or Mr. Archer, under certain circumstances, to terminate the agreement prior to such time. The terms of Mr. Archer’s agreement are substantively similar to those of Mr. Anstice’s agreement, except that Mr. Archer’s initial base salary at the beginning of the term of the agreement was set at $600,000.any applicable compensation recovery policy.
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| | | Lam Research Corporation 2017 Proxy Statement | | 35 |
The severance terms of Mr. Archer’s agreement are generally similar to those of Mr. Anstice’s agreement, provided that (1) Mr. Archer will receive 12-months base salary instead of 18 months in the event of his Involuntary Termination; and (2) instead of a payment of the Five-Year Average Amount, he will receive a payment of 50% of the Five-Year Average Amount. The Change in Control terms of Mr. Archer’s agreement are generally similar to those of Mr. Anstice’s agreement, provided that Mr. Archer will receive 18-months base salary instead of 24 months in the event of his Involuntary Termination.
Douglas R. Bettinger.The Company and Mr. Bettinger entered into an employment agreement, or the “agreement,” with a term commencing on January 1, 2015 and ending on December 31, 2017, subject to the right of the Company or Mr. Bettinger, under certain circumstances, to terminate the agreement prior to such time. The terms of Mr. Bettinger’s agreement are substantively similar to those of Mr. Archer’s agreement, with the following material difference: Mr. Bettinger’s initial base salary at the beginning of the term of the agreement was set at $525,000.
The severance terms of Mr. Bettinger’s agreement are generally similar to those of Mr. Archer’s agreement, provided that in computing the Five-Year Average Amount any partial year short-term plan payments in any year shall be annualized, and if employed for less than five years, then computed based on such fewer number of years. The Change in Control terms of Mr. Bettinger’s agreement are generally similar to those of Mr. Archer’s agreement.
Richard A. Gottscho.The Company and Dr. Gottscho entered into an employment agreement, or the “agreement,” effective January 1, 2015, for a term ending on December 31, 2017, subject to the right of the Company or Dr. Gottscho, under certain circumstances, to terminate the agreement prior to such time. The terms of Dr. Gottscho’s agreement are substantively similar to those of Mr. Archer’s agreement with the following material difference: under Dr. Gottscho’s agreement, his initial base salary at the beginning of the term of the agreement was set at $525,000. The severance and Change in Control terms of Dr. Gottscho’s agreement are also generally similar to those of Mr. Archer’s agreement.
Other Executive Agreements
The Company entered into a change in control agreement with Ms. O’Dowd effective January 1, 2015, or the “agreement,” for a term ending on December 31, 2017, subject to the right of
the Company or Ms. O’Dowd, under certain circumstances, to terminate the agreement prior to such time. The agreement provides that if a Change in Control (as defined in Ms. O’Dowd’s agreement) of the Company occurs during the period of her employment under the agreement, and there is an Involuntary Termination (as defined in her agreement) of her employment, Ms. O’Dowd will be entitled to payments and benefits substantively similar to those contained in the change in control provisions of Mr. Archer’s agreement.
The change in control agreement contains confidentiality, non-competition, and non-solicitation termspolicy may be amended at any time; provided, however, that are substantively similar to thoseany amendment that would adversely affect a covered executive will not be applicable without such covered executive’s consent until the later of Mr. Anstice’s, Mr. Archer’s, Mr. Bettinger’s and Dr. Gottscho’s agreements, and require Ms. O’Dowd to execute a release in favor(i) 18 months following the date of such amendment, or (ii) if the amendment occurs during the Change In Control Protection Period, the end of the Company to receive the payments described in the previous paragraph. Change In Control Protection Period. In addition to the above, certain of our stock plans provide for accelerated benefits after certain events. While the applicable triggers under each plan vary, these events generally include: (1) a merger or consolidation in which the Company is not the surviving entity, (2) a sale of substantially all of the Company’s assets, including a liquidation or dissolution of the Company, or (3) a change in the ownership of more than 50% of our outstanding securities by tender offer or similar transaction. After a designated event, the vesting of some or all of the awards granted under these plans may be immediately accelerated in full, or certain awards may be assumed, substituted, replaced, or settled in cash by a surviving corporation or its parent. The specific treatment of awards in a particular transaction will be determined by the Board and/or the terms of the applicable transaction documents. Potential Payments to Named Executive Officers upon Termination or Change in Control The tables below summarize the potential payments to our NEOs, assuming aan employment termination or change in control of the Company as of the end of fiscal year 2017.2021. These amounts are calculated assuming that the employment termination or change in control occurs on the last day of fiscal year 2017,2021, June 25, 2017.27, 2021. The closing price per share of our common stock on June 23, 2017,25, 2021, which was the last trading day of fiscal year 2017,2021, was $151.78.$630.44. The short-term incentive program pro-ratapro rata amounts are calculated by multiplying the applicable pro-ratapro rata percentage by the target. Actual performance will not be known until after the end of calendar year 2017.2021. Figures 34 – 38.Lam Research Corporation 2021 Proxy Statement 49
Figure 58. Potential Payments to NEOs upon Termination or Change in Control | | Potential Payments to Mr. Archer upon Termination or Change in Control as of June 27, 2021 | | | | | | | | | | Involuntary Termination | | | | | | | Voluntary
Termination
($) | | | Disability
or Death
($) | | | For
Cause
($) | | | Not for
Cause
($) | | | Change in Control or
Acquisition by Lam
($) | | | | Compensation | | | | | | | | | | | | | | | | | | | Severance | | | — | | | — | | | — | | | 1,575,000 | | | 2,100,000 | | | | Short-term Incentive (5-year average) | | | — | | | — | | | — | | | 1,513,397 | | | 3,026,794 | | | | Short-term Incentive (pro rata) | | | — | | | 765,625 | | | — | | | 765,625 | | | 630,582 | | | | Long-term Incentives: | | | | | | | | | | | | | | | | | | | Stock Options (Unvested and Accelerated) | | | — | | | 20,985,830 | | | — | | | 1,618,591 | | | 20,985,830 | | | | Service-based Restricted Stock Units (Unvested and Accelerated) | | | — | | | 16,849,139 | | | — | | | 1,306,902 | | | 16,849,139 | | | | Performance-based Restricted Stock Units (Unvested and Accelerated) | | | — | | | 42,616,483 | | | — | | | 23,881,067 | | | 37,108,329 | | | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | Health Benefit Continuation/COBRA Benefit | | | — | | | 39,583 | | | — | | | 39,583 | | | 39,583 | | | | Total | | | — | | | 81,256,660 | | | — | | | 30,700,165 | | | 80,740,257 | |
| | Potential Payments to Mr. Bettinger upon Termination or Change in Control as of June 27, 2021 | | | | | | | | | | Involuntary Termination | | | | | | | Voluntary
Termination
($) | | | Disability
or Death
($) | | | For
Cause
($) | | | Not for
Cause
($) | | | Change in Control or
Acquisition by Lam
($) | | | | Compensation | | | | | | | | | | | | | | | | | | | Severance | | | — | | | — | | | — | | | 678,976 | | | 1,018,464 | | | | Short-term Incentive (5-year average) | | | — | | | — | | | — | | | 401,866 | | | 1,205,598 | | | | Short-term Incentive (pro rata) | | | — | | | 325,343 | | | — | | | 325,343 | | | 334,888 | | | | Long-term Incentives: | | | | | | | | | | | | | | | | | | | Stock Options (Unvested and Accelerated) | | | — | | | 2,752,962 | | | — | | | 578,211 | | | 2,752,962 | | | | Service-based Restricted Stock Units (Unvested and Accelerated) | | | — | | | 16,859,857 | | | — | | | 435,634 | | | 16,859,857 | | | | Performance-based Restricted Stock Units (Unvested and Accelerated) | | | — | | | 13,953,529 | | | — | | | 8,275,155 | | | 12,263,949 | | | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | Health Benefit Continuation/COBRA Benefit | | | — | | | 26,998 | | | — | | | 26,998 | | | 26,998 | | | | Total | | | — | | | 33,918,689 | | | — | | | 10,722,183 | | | 34,462,716 | |
| | Potential Payments to Dr. Gottscho upon Termination or Change in Control as of June 27, 2021 | | | | | | | | | | Involuntary Termination | | | | | | | Voluntary
Termination
($) | | | Disability
or Death
($) | | | For
Cause
($) | | | Not for
Cause
($) | | | Change in Control or
Acquisition by Lam
($) | | | | Compensation | | | | | | | | | | | | | | | | | | | Severance | | | — | | | — | | | — | | | 613,912 | | | 920,868 | | | | Short-term Incentive (5-year average) | | | — | | | — | | | — | | | 384,888 | | | 1,154,665 | | | | Short-term Incentive (pro rata) | | | — | | | 230,217 | | | — | | | 230,217 | | | 320,740 | | | | Long-term Incentives: | | | | | | | | | | | | | | | | | | | Stock Options (Unvested and Accelerated) | | | — | | | 2,351,617 | | | — | | | 489,325 | | | 2,351,617 | | | | Service-based Restricted Stock Units (Unvested and Accelerated) | | | — | | | 3,325,571 | | | — | | | 377,003 | | | 3,325,571 | | | | Performance-based Restricted Stock Units (Unvested and Accelerated) | | | — | | | 11,911,533 | | | — | | | 7,038,232 | | | 10,453,326 | | | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | Health Benefit Continuation/Retiree Health Plans | | | 658,000 | | | 658,000 | | | 658,000 | | | 658,000 | | | 658,000 | | | | Total | | | 658,000 | | | 18,476,938 | | | 658,000 | | | 9,791,577 | | | 19,184,787 | |
| | Potential Payments to Dr. Lord upon Termination or Change in Control as of June 27, 2021 | | | | | | | | | | Involuntary Termination | | | | | | | Voluntary
Termination
($) | | | Disability
or Death
($) | | | For
Cause
($) | | | Not for
Cause
($) | | | Change in Control or
Acquisition by Lam
($) | | | | Compensation | | | | | | | | | | | | | | | | | | | Severance | | | — | | | — | | | — | | | 509,850 | | | 787,719 | | | | Short-term Incentive (5-year average) | | | — | | | — | | | — | | | 286,345 | | | 859,034 | | | | Short-term Incentive (pro rata) | | | — | | | 240,692 | | | — | | | 240,692 | | | 238,621 | | | | Long-term Incentives: | | | | | | | | | | | | | | | | | | | Stock Options (Unvested and Accelerated) | | | — | | | 2,030,404 | | | — | | | 409,022 | | | 2,030,404 | | | | Service-based Restricted Stock Units (Unvested and Accelerated) | | | — | | | 3,157,874 | | | — | | | 334,764 | | | 3,157,874 | | | | Performance-based Restricted Stock Units (Unvested and Accelerated) | | | — | | | 10,655,697 | | | — | | | 6,032,050 | | | 9,280,707 | | | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | Health Benefit Continuation/COBRA Benefit | | | — | | | 40,497 | | | — | | | 40,497 | | | 40,497 | | | | Total | | | — | | | 16,125,164 | | | — | | | 7,853,220 | | | 16,394,856 | |
| | Potential Payments to Dr. Vahedi upon Termination or Change in Control as of June 27, 2021 | | | | | | | | | | Involuntary Termination | | | | | | | Voluntary
Termination
($) | | | Disability
or Death
($) | | | For
Cause
($) | | | Not for
Cause
($) | | | Change in Control or
Acquisition by Lam
($) | | | | Compensation | | | | | | | | | | | | | | | | | | | Severance | | | — | | | — | | | — | | | — | | | 753,015 | | | | Short-term Incentive (5-year average) | | | — | | | — | | | — | | | — | | | 799,708 | | | | Short-term Incentive (pro rata) | | | — | | | — | | | — | | | — | | | 222,141 | | | | Long-term Incentives: | | | | | | | | | | | | | | | | | | | Stock Options (Unvested and Accelerated) | | | — | | | 1,767,815 | | | — | | | — | | | 1,767,815 | | | | Service-based Restricted Stock Units (Unvested and Accelerated) | | | — | | | 2,772,675 | | | — | | | — | | | 2,772,675 | | | | Performance-based Restricted Stock Units (Unvested and Accelerated) | | | — | | | 9,314,121 | | | — | | | — | | | 8,113,132 | | | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | Health Benefit Continuation/Retiree Health Plans | | | 1,087,000 | | | 1,087,000 | | | 1,087,000 | | | 1,087,000 | | | 1,087,000 | | | | Total | | | 1,087,000 | | | 14,941,611 | | | 1,087,000 | | | 1,087,000 | | | 15,515,486 | |
Elective Deferred Compensation Plan As described above in “Compensation Discussion and Analysis – Primary Components of NEO Compensation; CY2020 Compensation Payouts; CY2021 Compensation Targets and Metrics – Other Benefits Not Available to All Employees – Elective Deferred Compensation Plan”, the Company maintains an Elective Deferred Compensation Plan in which all of the NEOs are eligible to participate. In addition to the potential payments shown in Figure 58, in the event of a Change in Control (as defined in the Elective Deferred Compensation Plan), all amounts credited to a participating NEO’s account (other than amounts contributed through December 31, 2004, and earnings thereon) will be distributed in a lump sum payment on the first business day of the 18th month following such Change in Control. The balance, and applicable amounts, of each NEO’s account as of FYE2017the end of fiscal year 2021 are set forth in “ | | | | | | | | | | | | | | | | | | | | | | Potential Payments to Mr. Anstice upon Termination or Change in Control as of June 25, 2017 | | | | | | | | Involuntary Termination | | | | | Voluntary Termination ($) | | | Disability
or Death
($) | | | For Cause [$) | | | Not for Cause ($) | | | Change in
Control
($) | | Compensation | | | | | | | | | | | | | | | | | | | | | | Severance | | | — | | | | — | | | | — | | | | 1,485,000 | | | | 1,980,000 | | | Short-term Incentive (5-year average) | | | — | | | | — | | | | — | | | | 1,647,767 | | | | 3,295,533 | | | Short-term Incentive (pro rata) | | | — | | | | 618,750 | | | | — | | | | 618,750 | | | | 686,569 | | | Long-term Incentives: | | | | | | | | | | | | | | | | | | | | | Stock Options (Unvested and Accelerated) | | | — | | | | 1,469,171 | | | | — | | | | 612,145 | | | | 4,790,863 | | Service-Based Restricted Stock Units (Unvested and Accelerated) | | | — | | | | 3,485,324 | | | | — | | | | 976,666 | | | | 9,182,538 | | Performance-Based Restricted Stock Units (Unvested and Accelerated) | | | — | | | | 17,589,862 | | | | — | | | | 14,377,029 | | | | 24,601,953 | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | Health Benefit Continuation/COBRA Benefit | | | — | | | | 21,543 | | | | — | | | | 21,543 | | | | 21,543 | | Total | | | — | | | | 23,184,650 | | | | — | | | | 19,738,900 | | | | 44,558,999 | |
| | | | | | | | | | | | | | | | | | | | | | Potential Payments to Mr. Archer upon Termination or Change in Control as of June 25, 2017 | | | | | | | | Involuntary Termination | | | | | Voluntary Termination ($) | | | Disability
or Death
($) | | | For Cause ($) | | | Not for Cause ($) | | | Change in
Control
($) | | Compensation | | | | | | | | | | | | | | | | | | | | | | Severance | | | — | | | | | | | | — | | | | 668,367 | | | | 1,002,551 | | | Short-term Incentive (5-year average) | | | — | | | | | | | | — | | | | 434,643 | | | | 1,303,929 | | | Short-term Incentive (pro rata) | | | — | | | | 306,335 | | | | — | | | | 306,335 | | | | 362,203 | | | Long-term Incentives: | | | | | | | | | | | | | | | | | | | | | Stock Options (Unvested and Accelerated) | | | — | | | | 793,543 | | | | — | | | | 323,535 | | | | 2,572,162 | | Service-Based Restricted Stock Units (Unvested and Accelerated) | | | — | | | | 1,911,593 | | | | — | | | | 512,523 | | | | 4,994,473 | | Performance-Based Restricted Stock Units (Unvested and Accelerated) | | | — | | | | 9,379,428 | | | | — | | | | 7,584,386 | | | | 13,151,331 | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | Health Benefit Continuation/COBRA Benefit | | | — | | | | 32,314 | | | | — | | | | 32,314 | | | | 32,314 | | Total | | | — | | | | 12,423,213 | | | | — | | | | 9,862,103 | | | | 23,418,963 | |
Figure 57. Nonqualified Deferred CompensationContinues”. Under the Elective Deferred Compensation Plan, amounts may be withdrawn or distributed from the plan through pre-scheduled payments or upon death, retirement, disability or a separation from service, as elected in advance by the participant in accordance with the terms of the plan. Lam Research Corporation 2021 Proxy Statement 51
CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO, to the median of the annual total compensation of our employees (other than our CEO). The fiscal year 2021 annual total compensation of our CEO, Mr. Archer, was $15,495,736, the fiscal year 2021 annual total compensation of our median compensated employee (other than our CEO) was $129,535, and the ratio of these amounts was 120 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on next page our human resources system of record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. For purposes of identifying our median compensated employee in fiscal year 2021, we used our global employee population as of June 27, 2021, identified based on our human resources system of record. We used total direct compensation as our consistently applied compensation measure for such population. In this context, total direct compensation means the sum of the applicable annual base salaries determined as of June 27, 2021, the incentive cash target amount payable for service in calendar year 2021, and the approved value of the annual equity awards granted during fiscal year 2021 for our global employee population. We annualized the annual base salary and incentive cash target amounts for all employees who did not work for the entire year. Given its global population, the Company used the foreign currency exchange rates in effect at the end of fiscal year 2021 to determine the annual total direct compensation and therefore the median compensated employee. After identifying our median compensated employee, we then calculated the annual total direct compensation for our median compensated employee using the same methodology used for our CEO as set forth in the “uSummary Compensation Table” of this proxy statement. | | | Lam Research Corporation 2017 Proxy Statement | | 37 |
| | | | | | | | | | | | | | | | | | | | | | Potential Payments to Mr. Bettinger upon Termination or Change in Control as of June 25, 2017 | | | | | | | | Involuntary Termination | | | | | Voluntary Termination ($) | | | Disability
or Death
($) | | | For Cause ($) | | | Not for Cause ($) | | | Change in
Control
($) | | Compensation | | | | | | | | | | | | | | | | | | | | | | Severance | | | — | | | | | | | | — | | | | 584,010 | | | | 876,015 | | | Short-term Incentive (5-year average) | | | — | | | | | | | | — | | | | 324,562 | | | | 973,685 | | | Short-term Incentive (pro rata) | | | — | | | | 219,004 | | | | — | | | | 219,004 | | | | 270,468 | | | Long-term Incentives: | | | | | | | | | | | | | | | | | | | | | Stock Options (Unvested and Accelerated) | | | — | | | | 529,236 | | | | — | | | | 225,177 | | | | 1,738,452 | | Service-Based Restricted Stock Units (Unvested and Accelerated) | | | — | | | | 1,231,986 | | | | — | | | | 360,218 | | | | 3,277,082 | | Performance-Based Restricted Stock Units (Unvested and Accelerated) | | | — | | | | 6,390,384 | | | | — | | | | 5,276,486 | | | | 8,925,962 | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | Health Benefit Continuation/COBRA Benefit | | | — | | | | 23,071 | | | | — | | | | 23,071 | | | | 23,071 | | Total | | | — | | | | 8,393,681 | | | | — | | | | 7,012,528 | | | | 16,084,735 | |
| | | | | | | | | | | | | | | | | | | | | | Potential Payments to Dr. Gottscho upon Termination or Change in Control as of June 25, 2017 | | | | | | | | Involuntary Termination | | | | | Voluntary Termination ($) | | | Disability
or Death
($) | | | For Cause ($) | | | Not for Cause ($) | | | Change in
Control
($) | | Compensation | | | | | | | | | | | | | | | | | | | | | | Severance | | | — | | | | — | | | | — | | | | 567,324 | | | | 850,986 | | | Short-term Incentive (5-year average) | | | — | | | | — | | | | — | | | | 304,451 | | | | 913,352 | | | Short-term Incentive (pro rata) | | | — | | | | 212,747 | | | | — | | | | 212,747 | | | | 253,709 | | | Long-term Incentives: | | | | | | | | | | | | | | | | | | | | | Stock Options (Unvested and Accelerated) | | | — | | | | 626,813 | | | | — | | | | 267,461 | | | | 2,058,540 | | Service-Based Restricted Stock Units (Unvested and Accelerated) | | | — | | | | 1,459,795 | | | | — | | | | 429,512 | | | | 3,884,354 | | Performance-Based Restricted Stock Units (Unvested and Accelerated) | | | — | | | | 7,603,676 | | | | — | | | | 6,287,212 | | | | 10,608,953 | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | Health Benefit Continuation/Retiree Health Plans | | | 697,000 | | | | 697,000 | | | | 697,000 | | | | 697,000 | | | | 697,000 | | Total | | | 697,000 | | | | 10,600,031 | | | | 697,000 | | | | 8,765,707 | | | | 19,266,894 | |
| | | | | | | | | | | | | | | | | | | | | | Potential Payments to Ms. O’Dowd upon Termination or Change in Control as of June 25, 2017 | | | | | | | | Involuntary Termination | | | | | Voluntary Termination ($) | | | Disability
or Death
($) | | | For Cause ($) | | | Not for Cause ($) | | | Change in
Control
($) | | Compensation | | | | | | | | | | | | | | | | | | | | | | Severance | | | — | | | | — | | | | — | | | | — | | | | 693,512 | | | Short-term Incentive (5-year average) | | | — | | | | — | | | | — | | | | — | | | | 646,752 | | | Short-term Incentive (pro rata) | | | — | | | | — | | | | — | | | | — | | | | 179,653 | | | Long-term Incentives: | | | | | | | | | | | | | | | | | | | | | Stock Options (Unvested and Accelerated) | | | — | | | | — | | | | — | | | | — | | | | 887,199 | | Service-Based Restricted Stock Units (Unvested and Accelerated) | | | — | | | | — | | | | — | | | | — | | | | 1,675,196 | | Performance-Based Restricted Stock Units (Unvested and Accelerated) | | | — | | | | — | | | | — | | | | — | | | | 4,580,062 | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | Health Benefit Continuation/Retiree Health Plans | | | 558,000 | | | | 558,000 | | | | 558,000 | | | | 558,000 | | | | 558,000 | | Total | | | 558,000 | | | | 558,000 | | | | 558,000 | | | | 558,000 | | | | 9,220,374 | |
Securities Authorized for Issuance Underunder Equity Compensation Plans The following table provides information, as of June 25, 2017,27, 2021, regarding securities authorized for issuance under the Company’s equity compensation plans. The Company’s equity compensation plans include the 1999 Employee Stock Purchase Plan, the 2007 Stock Incentive Plan, the 2011 Stock Incentive Plan, and the 2015 Stock Incentive Plan, each as amended and as may be amended. Since November 4, 2015, the Company has issued awards under the 1999 Employee Stock Purchase Plan and the 2015 Stock Incentive Plan.Plan, each as amended. The 1999 Employee Stock Purchase Plan was amended and restated by the Board on August 29, 2018 and approved at the 2018 Annual Meeting of Stockholders. Please see “ Proposal No. 3: Approval of the Adoption of the Lam Research Corporation 1999 Employee Stock Purchase Plan, as Amended and Restated” in the 2018 proxy statement for additional information.
Figure 39. FYE2017 Securities Authorized for Issuance under59. Equity Compensation PlansPlan Information | | Plan Category | | | Number of
Securities to be
Issued Upon
Exercise of
Outstanding Options,
Warrants, and Rights
(a) | | | Weighted-Average
Exercise Price of
Outstanding
Options, Warrants,
and Rights(1)
($) (b) | | | Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(excluding securities
reflected in column (a))
(c) | | | | Equity compensation plans approved by security holders | | | | | 1,646,376 (2) | | | | | | 206.78 | | | | | | 14,517,863 (3) | | | | | Equity compensation plans not approved by security holders | | | | | 9,303 (4) | | | | | | 80.60 | | | | | | — | | | | | Total | | | | | 1,655,679 | | | | | | 201.44 | | | | | | 14,517,863 | | |
(1) | | | | | | | | | | | | | | Plan Category | | Number of Securities to be
Issued Upon
Exercise of
Outstanding Options,
Warrants, and Rights
(a) | | | Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants, and
Rights (1) ($) (b) | | | Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(excluding securities
reflected in column (a)) (c) | | | Equity compensation plans approved by security holders | | | 3,803,137 | (2) | | | 66.51 | | | | 17,565,909 | (3) | | Equity compensation plans not approved by security holders | | | 340,983 | (4) | | | 80.60 | | | | — | | Total | | | 4,144,120 | | | | 66.69 | | | | 17,565,909 | |
Weighted-average exercise prices do not include RSUs, including service-based RSUs and Market-based PRSUs. (2)
Includes 6,750 shares issuable upon stock option exercises under the Company’s 2007 Stock Incentive Plan, as amended (the “2007 Plan”), and 1,639,626 shares issuable upon service-based RSUs vesting, Market-based PRSUs vesting or stock option exercises under the Company’s 2015 Stock Incentive Plan (the “2015 Plan”). The 2007 Plan was adopted by the Board in August 2006, was approved by Lam’s stockholders in November 2006, was amended by the Board in November 2006 and May 2013, and was retired in November 2015, when Lam’s stockholders approved the Company’s 2015 Plan. The term for each of the 2007 Plan and 2015 Plan was 10 years from the last date of any approval, amendment, or restatement of the plan by the Company’s stockholders. The 2015 Plan reserves for issuance up to 18,000,000 shares of the Company’s common stock. The 1,646,376 share total for plans approved by security holders, and the 1,655,679 shares shown as the total for all plan categories, assume shares will be issued at the maximum vesting amount for outstanding Market-based PRSUs. In contrast, the number of shares reported as subject to outstanding awards in Note 5 to the Consolidated Financial Statements of the Company’s annual report on Form 10-K for the fiscal year ended June 27, 2021 assumes that, for outstanding Market-based PRSUs, shares will be issued at the target vesting amount. The number of shares issuable at the maximum vesting amount for outstanding Market-based PRSUs is 130,125 shares greater than the number of shares issuable at the target vesting amount. (3)
Includes 8,585,404 shares available for future issuance under the 2015 Plan and 5,932,459 shares available for future issuance under the 1999 Employee Stock Purchase Plan, as amended (the “1999 ESPP”). All of the shares available for future issuance under the 1999 ESPP are available to purchase during the current purchase period, but the actual number of shares that can be purchased depends on the purchase price, which is not fixed until the end of the purchase period, and is subject to limits on purchases by individuals. The number of shares that may be purchased by an individual in the current purchase period under the 1999 ESPP cannot exceed 10,000 shares and the total fair market value of shares that can be purchased by an individual during a calendar year cannot exceed $25,000. The 1999 ESPP was adopted by the Board in September 1998, was approved by Lam’s stockholders in November 1998, was amended by stockholder approval in November 2003, was amended by stockholder approval in November 2012, and was most recently amended by the Board in August 2018. The term of the 1999 ESPP is 20 years from its effective date of August 29, 2018, unless otherwise terminated or extended in accordance with its terms. (4)
Includes 9,303 shares issuable upon stock option exercises under the Company’s 2011 Stock Incentive Plan, as amended (the “2011 Plan”). As part of the acquisition of Novellus Systems, Inc., Lam assumed the Novellus Systems, Inc. 2011 Stock Incentive Plan. The 2011 Plan was approved by Novellus shareholders before the merger but has not been approved by a separate vote of Lam stockholders. The 2011 Plan was amended by the Board in July 2012. The term of the 2011 Plan was 10 years from its effective date of May 10, 2011, unless otherwise terminated or extended in accordance with its terms, and the 2011 Plan was retired in November 2015 when the 2015 Plan was approved by stockholders. Lam Research Corporation 2021 Proxy Statement 53
(1) | Does not include RSUs. |
(2) | Includes 1,103,979 shares issuable upon RSU vesting or stock option exercises under the Company’s 2007 Stock Incentive Plan, as amended, or the “2007 Plan,” and 2,699,158 shares issuable upon RSU vesting or stock option exercises under the Company’s 2015 Stock Incentive Plan, as amended, or the “2015 Plan.” The 2007 Plan was adopted by the board in August 2006, approved by Lam’s stockholders in November 2006, and amended by the board in November 2006 and May 2013 and was retired in November 2015 when Lam’s stockholders approved the Company’s 2015 Plan. The term of the 2007 Plan and 2015 Plan was 10 years from the last date of any approval, amendment, or restatement of the plan by the Company’s stockholders. The 2015 Plan reserves for issuance up to 18,000,000 shares of the Company’s common stock. |
(3) | Includes 11,893,338 shares available for future issuance under the 2015 Plan and 5,672,571 shares available for future issuance under the 1999 Employee Stock Purchase Plan, as amended, or the “1999 ESPP.” The 1999 ESPP was adopted by the board in September 1998, approved by Lam’s stockholders in November 1998, amended by stockholder approval in November 2003, and most recently amended by the board in November 2012. The term of the 1999 ESPP is 20 years from its effective date of September 30,1998, unless otherwise terminated or extended in accordance with its terms. |
(4) | Includes 340,983 shares issuable upon RSU vesting or stock option exercises under the Company’s 2011 Stock Incentive Plan, as amended, or the “2011 Plan.” As part of the acquisition of Novellus Systems Inc., Lam assumed the Novellus Systems, Inc. 2011 Stock Incentive Plan. The 2011 Plan was approved by Novellus shareholders before the merger but has not been approved by a separate vote of Lam stockholders. The 2011 Plan was amended by the board in July 2012. The term of the 2011 Plan was 10 years from its effective date of May 10, 2011, unless otherwise terminated or extended in accordance with its terms, and was retired in November 2015 when the 2015 Plan was approved by stockholders. |
Continues on next page u
| | | Lam Research Corporation 2017 Proxy Statement | | 39 | | | Audit Matters | |
Audit Committee Report The audit committee operates under a written charter adopted by the Board that outlines its purpose and responsibilities. The audit committee reviews and assesses the adequacy of its charter at least annually and, when appropriate, recommends to the Board changes to its charter to reflect the evolving role of the audit committee. The charter of the audit committee is available on the Investors section of our website at investor.lamresearch.com/corporate-governance. The audit committee is composed entirely of directors who meet the independence requirements of Nasdaq and the SEC, and who otherwise satisfy the requirements for audit committee service imposed by the Exchange Act. The Board has designated all of the audit committee members as “audit committee financial experts” under the SEC rules. The Company’s management, audit committee, and independent registered public accounting firm (Ernst & Young LLP) have specific but different responsibilities relating to Lam’s financial reporting. Lam’s management is responsible for the preparation, presentation and integrity of financial statements and for the system of internal control and the financial reporting process. Ernst & Young LLP or “EY,”(“EY”) has the responsibility to express an opinion on the financial statements and the system of internal control over financial reporting, based on the audit they conducted in accordance with the standards of the Public Company Accounting Oversight Board (U.S.) (the “PCAOB”). The audit committee is responsible for monitoring and overseeing these processes. The audit committee relies on the expertise and knowledge of management, the internal audit department, and the independent auditor in carrying out its oversight responsibilities. In accordance with applicable law, the audit committee has ultimate authority and responsibility for selecting, compensating, evaluating, and, when appropriate, replacing the Company’s independent audit firm, and evaluates its independence. The audit committee has the authority to engage its own outside advisors, including experts as the committee considers necessary to carry out its responsibilities, apart from counsel or advisors hired by management. In this context and in connection with the audited financial statements contained in the Company’s Annual Report on Form10-K for the fiscal year ended June 25, 2017,27, 2021, the audit committee took the following actions: •
Received and discussed the audited financial statements with Company management.management; •
Discussed with EY the matters required to be discussed by applicable auditing standardsrequirements of the Public Company Accounting Oversight Board, orPCAOB and the “PCAOB.” SEC;
•
Received and discussed the written disclosures and the letter from EY as per applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committeeaudit committee concerning independence, and discussed with EY its independence.independence; and •
Based on the foregoing reviews and discussions, recommended to the Board that the audited financial statements be included in the Company’s 20172021 Annual Report on Form10-K for the fiscal year ended June 25, 201727, 2021 for filing with the SEC. This Audit Committee Report shall not be deemed “filed” with the SEC for purposes of federal securities law, and it shall not, under any circumstances, be incorporated by reference into any of the Company’s past or future SEC filings. The report shall not be deemed soliciting material. MEMBERS OF THE AUDIT COMMITTEEEric K. Brandt (Chair)
Michael R. Cannon Christine A. Heckart
Catherine P. LegoBethany J. MayerLeslie F. Varon (Chair)
Relationship with Independent Registered Public Accounting Firm EY has audited the Company’s consolidated financial statements since the Company’s inception.
Annual Evaluation and Selection of Independent Registered Public Accounting Firm The audit committee annually evaluates the performance of the Company’s independent registered public accounting firm, including the senior audit engagement team, and determines whether to reengage the current accounting firm or consider other audit firms. Factors considered by the audit committee in deciding whether to retain EY include: (1) EY’s global capabilities to handle the breadth and complexity of the Company’s global operations; (2) EY’s technical expertise and knowledge of the Company’s industry and global operations; (3) the quality and candor of EY’s communications with the audit committee and management; (4) EY’s independence; (5) the quality and efficiency of the services provided by EY, including input from management on EY’s performance and how effectively EY demonstrated its independent judgment, objectivity and professional skepticism; (6) the appropriateness of EY’s fees; and (7) EY’s tenure as our independent auditor, including the benefits of that tenure, and the controls and processes in place (such as rotation of key partners) that help ensure EY’s continued independence in the facelight of such tenure. Figure 40.60. Independent Registered Public Accounting Firm Evaluation and Selection Highlights | | Independence Controls | | | | Independence Controls
| Audit Committee Oversight– Oversight includes regular private sessions with EY, discussions with EY about the scope of its audit and business imperatives, a comprehensive annual evaluation when determining whether to engage EY, and direct involvement by the audit committee and its chair in the selection of a new lead assurance engagement partner and new global coordinating partner in connection with the mandated rotation of these positions.this position. | | | | Limits on Non-Audit Services –Non-Audit Services– The audit committee preapproves audit and permissiblenon-audit services provided by EY in accordance with itspre-approval policy. policy. | | | | EY’s Internal Independence Process– EY conducts periodic internal reviews of its audit and other work, assesses the adequacy of partners and other personnel working on the Company’s account, and rotates the lead assurance engagement partner, the global coordinating partner, and other partners on the engagement consistent with independence and rotation requirements established by the PCAOB and SEC. | | | | Strong Regulatory Framework– EY, as an independent registered public accounting firm, is subject to PCAOB inspections, “Big 4” peer reviews and PCAOB and SEC oversight. | | | | Benefits of Longer Tenure | | | | Enhanced Audit Quality – EY’s significant institutional knowledge of, and deep expertise ofin, the Company’s semiconductor equipment industry and global business, accounting policies and practices, and internal control over financial reporting enhances audit quality. | | | | Competitive Fees – Because of EY’s familiarity with the Company and the industry, audit and other fees are competitive with peer independent registered public accounting firms. | | | | Avoid Costs Associated with New Auditor– Bringing on a new independent registered public accounting firm would be costly and require a significant time commitment, which could lead to management distractions. | |
Lam Research Corporation 2021 Proxy Statement 55
Fees Billed by Ernst & Young LLP The table below shows the fees billed by EY for audit and other services provided to the Company in fiscal years 20172021 and 2016.2020. Figure 41. FY2017/201661. Fees Billed by Ernst & Young LLP | | | | | Fiscal Year 2021
($) | | | Fiscal Year 2020
($) | | | | Audit Fees(1) | | | 4,640,541 | | | 4,504,880 | | | | Audit-Related Fees(2) | | | 7,000 | | | 7,000 | | | | Tax Fees(3) | | | 63,296 | | | 211,416 | | | | All Other Fees | | | — | | | — | | | | TOTAL | | | 4,710,837 | | | 4,723,296 | |
(1) | | | | | | | | | | | | Fiscal Year 2017
($) | | | Fiscal Year 2016
($) | | | Audit Fees(1) | | | 4,176,990 | | | | 4,697,837 | | | Audit-Related Fees(2) | | | 135,684 | | | | 373,721 | | | Tax Fees(3) | | | 71,673 | | | | 265,527 | | | All Other Fees | | | — | | | | — | | | TOTAL | | | 4,384,347 | | | | 5,337,085 | |
(1) | Audit Fees represent fees for professional services provided in connection with the audits of annual financial statements. Audit Fees also include reviews of quarterly financial statements, audit services related to other statutory or regulatory filings or engagements, and fees related to EY’s audit of the effectiveness of the Company’s internal control over financial reporting pursuant to section 404 of the Sarbanes-Oxley Act. |
(2) | Audit-Related Fees represent fees for assurance and related services that are reasonably related to the audit or review of the Company’s financial statements and are not reported above under “Audit Fees”. These fees include accounting consultations in connection with our proposed acquisition of KLA-Tencor Corporation and due diligence fees. |
(3) | Tax Fees represent fees for professional services for tax planning, tax compliance and review services related to foreign tax compliance and assistance with tax audits and appeals. |
Continues on next page Audit Fees represent fees for professional services provided in connection with the audits of annual financial statements. Audit Fees also include reviews of quarterly financial statements, audit services related to other statutory or regulatory filings or engagements, and fees related to EY’s audit of the effectiveness of the Company’s internal control over financial reporting pursuant to section 404 of the Sarbanes-Oxley Act.
(2)
uAudit-Related Fees represent fees for assurance and related services that are reasonably related to the audit or review of the Company’s financial statements and are not reported above under “Audit Fees”. These fees include services provided for agreed upon procedures related to financial assurance certification for certain costs related to local regulatory requirements in fiscal year 2021.
(3)
Tax Fees represent fees for professional services for tax planning, tax compliance and review services related to foreign tax compliance and assistance with tax audits and appeals. | | | Lam Research Corporation 2017 Proxy Statement | | 41 |
The audit committee reviewed summaries of the services provided by EY and the related fees during fiscal year 20172021 and has determined that the provision ofnon-audit services was compatible with maintaining the independence of EY as the Company’s independent registered public accounting firm. The audit committee or its delegate approved 100% of the services and related fee amounts for services provided by EY during fiscal year 2017.2021. Policy on Audit CommitteePre-Approval of Audit and Non-Audit Services Non-Audit ServicesIt is the responsibility of the audit committee to approve, in accordance with sections 10A(h) and (i) of the Exchange Act and the rules and regulations of the SEC, all professional services to be provided to us by our independent registered public accounting firm, provided that the audit committee shallmay not approve anynon-audit services proscribed by section 10A(g) of the Exchange Act in the absence of an applicable exemption. It is our policy that the audit committeepre-approves all audit and permissiblenon-audit services provided by our independent registered public accounting firm, consistent with the criteria set forth in the audit committee charter and applicable laws and regulations. The audit committee has delegated to the chair of the audit committee the authority topre-approve such services, provided that the chair shall report any decisions topre-approve such services to the full audit committee at its next regular meeting. These services may include audit services, audit-related services, tax services, and other services. Our independent registered public accounting firm and our management are required to periodically report to the audit committee regarding the extent of services provided by our independent registered public accounting firm pursuant to any suchpre-approval. Certain Relationships and Related Party Transactions The audit committee is responsible for the review and oversight of all related party transactions required to be disclosed to the public under SEC rules pursuant to its written charter. In addition, the Company maintains a written code of ethics that requires all employees, officers and directors to act ethically when handling any actual or apparent conflicts of interest in personal and professional relationships and to promptly report any such issues to the Company’s legal department. No family relationships exist as of the date of this proxy statement or existed during fiscal year 20172021 among any of our directors and executive officers. There was onlyThe Company participated in one related party transaction that occurred(including employment and compensation associated therewith) since the beginning of fiscal year 2017. The son2021 in which a director, director nominee, executive officer, or one of Stephen G. Newberry,their immediate family members had a material interest and the chairmanamount involved exceeded $120,000. Specifically, the brother-in-law of Ava Hahn, our Board, Ryan Newberry,Senior Vice President, Chief Legal Officer and Secretary, Eric Samulon, is employed by the Company as a senior manager of security. In addition, thedaughter-in-law of Stephen G. Newberry, Meghan Newberry, is employed by the Company as a manager of materialsproduct development in the supply chain operations group.etch business unit. In fiscal year 2017,2021, the aggregate compensation paid to Ryan Newberry and Meghan Newberry,Mr. Samulon, including salary, incentive compensation, the grant date value of long-term incentive awards and the value of any other health and other benefits contributed to or paid for by the Company, was less than $200,000 each. The$300,000. Mr. Samulon’s aggregate compensation for each is similar to the aggregate compensation of other employees holding equivalent positions.
On February 8, 2021, FMR LLC (“FMR”) filed an amendment to Schedule 13G reporting the beneficial ownership, together with its affiliates, of 8,898,166 shares of our common stock, or approximately 6.32% of the shares outstanding on September 9, 2021. As a result of beneficially owning more than 5% of our common stock, FMR may be deemed to have been a related person of the Company during fiscal year 2021. Certain affiliates of FMR provide services to us in connection with the administration of our equity compensation plans and our 401(k) plan. The Company paid approximately $435,000 to affiliates of FMR for services during fiscal year 2021.
Proposal No. 1: Election of Directors This first proposal relates to the election to ourthe Board of tennine nominees who are directors of the Company as of the date of this proxy statement. In general, the tennine nominees identified in this proposal who receive the highest number of “for” votes will be elected. However, any nominee who fails to receive affirmative approval from holders of a majority of the votes cast in such nominee’s election at the annual meeting, either by proxy or in person, will not be elected to the Board, even if he or she isthey are among the top tennine nominees in total “for” votes. This requirement reflects the majority vote provisions implemented by the Company in November 2009. The term of office of each person elected as a director will be until the next annual meeting of stockholders, andor until his or hertheir successor is elected and qualified or until his or hertheir earlier resignation or removal. Unless otherwise instructed, the Proxy Holders (as defined in “Voting and Meeting Information – Information Concerning Solicitation and Voting – Voting Instructions” below)people named on the proxy card as proxy holders (the “Proxy Holders”) will vote the proxies received by them for the tennine nominees named below, each of whom is currently a director of the Company. The proxies cannot be voted for more than tennine nominees, whether or not there are additional nominees. If any nominee of the Company should decline or be unable to serve as a director as of the time of the annual meeting, andthen unless otherwise instructed, the proxies will be voted for any substitute nominee designated by the presentthen-current Board to fill the vacancy. The Company is not aware of any nominee who will be unable, or will decline, to serve as a director. The below nominees for election or reelection have been nominated for election to the Board in accordance with the criteria and procedures discussed above in “Governance Matters -– Corporate Governance.”Appointment of new director. As part of the Board’s self-evaluation process, the Board identified the desirability of having additional representation by former executives of the Company’s major customers and from executives of global businesses, especially ones headquartered in countries where the Company conducts significant business. The Board
believed that its members would be able to identify qualified candidates without the involvement of a recruiting firm. After considering a number of individuals, Young Bum (YB) Koh, Ph.D. was identified as a potential candidate by Mr. Anstice because of his leadership positions at Samsung Electronics Co., Ltd. and Samsung Austin Semiconductor LLC, his substantial high-technology operations knowledge and expertise, his understanding of the semiconductor equipment business, his international leadership experience in research, development and manufacturing and his distinguished career. See “2017 Nominees for Director” below for additional information regarding Dr. Koh’s qualifications. Dr. Koh met with most of our directors, including our chairman, lead independent director/ nominating and governance committee chair, compensation and audit committee chairs and our CEO, as well as representatives of the Company’s executive team. Following those meetings, the nominating and governance committee recommended Dr. Koh’s appointment to the full Board. The Board discussed and approved this recommendation.
Information regarding each nominee.Regarding Each Nominee. In addition to the biographical information concerning each nominee’s specific experience, attributes, positions and qualifications and age as of September 11, 2017,9, 2021, we believe that each of our nominees, while serving as a director and/or officer of the Company, has devoted adequate time to the Board and performed his or hertheir duties with critical attributes such as honesty, integrity, wisdom, and an adherence to high ethical standards. Each nominee has demonstrated strong business acumen, an ability to make independent analytical inquiries, to understand the Company’s business environment and to exercise sound judgment, as well as a commitment to the Company and its core values. We believe the nominees have an appropriate diversity and interplay ofdiverse viewpoints, skills, backgrounds, and experiences that will encourage a robust decision-making process for the Board. | | ☑ | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NINE DIRECTOR NOMINEES SET FORTH BELOW. | |
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| | | Lam Research Corporation 2017 Proxy Statement | | 43 |
2017
2021 Nominees for Director | | | | 
Martin B. Anstice
Sohail U. Ahmed Director since 20122019
Age 50 63Board Committees: •
Compensation and Human Resources ◦
Member since 2020 | | Martin B. Anstice
| Mr. Ahmed is the former Senior Vice President and General Manager of the Technology and Manufacturing Group at Intel Corporation, a leading producer of microchips, computing and communications products, where he was responsible for overseeing the research and development and deployment of next-generation silicon logic technologies for production of future Intel microprocessors. He held that position from January 2015 to October 2018. Immediately prior to that, he was Corporate Vice President and General Manager, Logic Technology Department at Intel from 2004 to January 2015. Mr. Ahmed joined Intel in 1984, working as a process engineer, and held progressive technical and management positions in logic process development. Mr. Ahmed earned an M.S. degree in chemical engineering from the University of California, Davis, and a B.S. degree in chemical engineering from the University of Southern California. The Board has concluded that Mr. Ahmed should serve as a director of the Company because of his extensive knowledge and experience acquired as an executive of a major semiconductor manufacturer focused on next-generation silicon logic technologies, his deep knowledge and understanding of semiconductor processing equipment technologies, and his experience as a senior executive of a major Company customer. | |
| | Timothy M. Archer Director since 2018
Age 54 | | | Timothy M. Archer has served as the Company’s President and Chief Executive Officer since January 2012.December 5, 2018. Mr. AnsticeArcher joined the Company in April 2001June 2012 as Senior Director, Operations Controller; was promoted to the position of Managing Director and Corporate Controller in May 2002;our executive vice president, chief operating officer; and was promoted to Group Vice Presidentpresident and Chief Financial Officerchief operating officer in June 2004. He was appointed Executive Vice President and Chief Operating Officer in September 2008 and President in December 2010.January 2018. Prior to joining the Company, Mr. Anstice heldus, he spent 18 years at Novellus Systems, Inc. in various finance positionstechnology development and business leadership roles, including most recently as chief operating officer from 1988January 2011 to 1999 at Raychem Corporation, a global materials science company. SubsequentJune 2012; executive vice president of Worldwide Sales, Marketing, and Customer Satisfaction from September 2009 to the acquisition of Raychem by Tyco International, a global provider of engineered electronic components, network solutionsJanuary 2011; and wireless systems, he assumed responsibilities supporting mergers and acquisition activities of Tyco Electronics. Mr. Anstice is an Associate memberexecutive vice president of the PECVD and Electrofill Business Units from November 2008 to September 2009. His tenure at Novellus also included assignments as senior director of technology for Novellus Systems Japan from 1999 to 2001 and senior director of technology for the Electrofill Business Unit from April 2001 to April 2002. He started his career in 1989 at Tektronix, where he was responsible for process development for high-speed bipolar integrated circuits. Mr. Archer serves as chairman of the board for the National GEM Consortium, a nonprofit organization that is dedicated to increasing the participation of underrepresented groups at the master’s and doctoral levels in engineering and science. Mr. Archer completed the Program for Management Development at the Harvard Graduate School of Business and earned a B.S. degree in applied physics from the California Institute of Chartered Management Accountants in the United Kingdom.Technology. The Board has concluded that Mr. Anstice is qualified toArcher should serve as a director of the Company because of his strong leadership; his knowledge of and experience in the semiconductor equipment industry includingacquired from his current service as current President, Chief Executive Officer and a director of the Company, and his past service as President and Chief Operating Officer, and pastas Executive Vice President and Chief FinancialOperating Officer of the Company; his international business experience;deep knowledge and understanding of semiconductor processing equipment technologies; his understanding of our customers’ markets and needs; and his strong leadershipmergers and experience as a corporate executive.acquisitions experience. | |
| Director since 2010
Age 55
59 •
Audit Chair: 2014 – 2020 ◦
Member: 2010 – 2014 °•
Compensation and Human Resources ◦
Chair since 20142020 Nominating and Governance ◦
Member since 2019 Public company directorships in last five years: NortonLifeLock, Inc. • Altaba Inc. (formerly Yahoo! Inc.)•
•
The Macerich Company •
Altaba Inc. (former) •
Yahoo! Inc. (former) | | | Eric K. Brandt is the former Executive Vice President and Chief Financial Officer of Broadcom Corporation, a global supplier of semiconductor devices, a position he held from March 2007 until its merger with Avago Technologies Limited in February 2016. From September 2005 to March 2007, Mr. Brandt served as President and Chief Executive Officer of Avanir Pharmaceuticals, Inc., a pharmaceutical company. Prior to Avanir Pharmaceuticals, Mr. Brandt was Executive Vice President-Finance and Technical Operations and Chief Financial Officer of Allergan Inc., a global specialty pharmaceutical company, where he also held a number of other senior positions following his arrival there in May 1999. Mr. Brandt has served as a member of the board of directors of: NortonLifeLock, Inc., a consumer cyber security provider, since February 2020, where he is the chair of the audit committee; The Macerich Company, a real estate investment trust focused on regional malls, since June 2018, where he is a member of the compensation committee and is the chair of the capital allocation committee; Altaba Inc. (formerly Yahoo! Inc.), a management investment company that remained, and was subsequently renamed, following the completion of Yahoo!’s sale of its operating businesses in June 2017 (and which is in the process of a stockholder approved plan of dissolution and liquidation), since its inception, where he has served asis the chairman of the board, chair of the audit committee and nominating and governance committee, and a member of the compensation committee; MC10, Inc., a privately-held medical device Internet of Things (IoT) company, since March 2016, where he has been chair of the compensation committee and governance committee; and Dentsply Sirona Inc. (formerly Dentsply International, Inc.), a manufacturer and distributor of dental product solutions, since 2004, where he has beenis the non-executive chairman of the board, chair of the executive committee, and a member of the corporate governance and nominating committee, and has served as a member of the human resources committee and the audit and finance committee and of the committee responsible for compensation.committee. He previously served on the board of directors of: MC10, Inc., a privately-held medical device Internet of Things (IoT) company, from March 2016 until February 2018, where he was chair of the compensation committee and governance committee; Yahoo! Inc., a digital information discovery company, since March 2016 to June 2017, where he had been awas chairman of the board and chair of the audit and finance committee; Vertex Pharmaceuticals, Inc., a pharmaceutical company, from 2002 to 2009, where he was chair of the audit committee, from 2002 to 2009;and a member of the nominating and governance committee; and Avanir Pharmaceuticals from 2005 to 2007. Mr. Brandt earned an M.B.A. degree from the Harvard Graduate School of Business and a B.S. degree in chemical engineering from the Massachusetts Institute of Technology. The Board has concluded that Mr. Brandt is qualified toshould serve as a director of the Company because of his financial expertise including as a former chief financial officer of a publicly traded company that is a customer of our customers; his knowledge of and experience in the semiconductor industry;industry and other technology industries; his mergers and acquisitions experience; his cybersecurity expertise and his board/board governance experience from service on other public company boards, including as an audit committee member and chair.chair, a compensation committee member and a nominating and governance committee member and chair; and his cybersecurity expertise. | |
Lam Research Corporation 2021 Proxy Statement 59
| | | | 
Director since 2011
Age 64
68 •
◦
• Compensation° Member: 2011-2013
•
Nominating and Governance °
◦
Chair since 2019 ◦
Public company directorships in last five years: Dialog Semiconductor •
Seagate Technology Public Limited • Dialog Semiconductor
• Adobe Systems Inc. (former)
| | | Michael R. Cannon is the General Partner of MRC & LBC Partners, LLC, a private management consulting company. From February 2007 until his retirement in January 2009, Mr. Cannon served as President of Global Operations of Dell Inc., a computer systems manufacturer and services provider; and from January 2009 to January 2011, he served as a consultant to Dell. Prior to joining Dell, he was President and Chief Executive Officer of Solectron Corporation, an electronic manufacturing services company, from January 2003 to February 2007. From July 1996 to January 2003, Mr. Cannon served as President and Chief Executive Officer of Maxtor Corporation, a disk drive and storage systems manufacturer. Prior to joining Maxtor, Mr. Cannon held senior management positions at International Business Machines Corp. (IBM), a global services, software and systems company. Mr. Cannon has served as a member of the board of directors of: Seagate Technology Public Limited, a disk drive and storage solutions company, since February 2011, where he became lead independent director in October 2016 and has been a chairchairman of the nominations and governance committee andboard in July 2020, is a member of the nominating and corporate governance committee and the compensation committee, and washas served as lead independent director, as the chair of the nominating and corporate governance committee, and as a member of the audit and finance committees; and Dialog Semiconductor, a mixed signal integrated circuits company, since February 2013, where he has beenis a chairmember of the remuneration committee and a memberthe nomination committee and has served as the chair of the nominationremuneration committee. He previously served on the board of directors of Adobe Systems Inc., a diversified software company, from December 2003 to April 2016, where he had been a member of the audit committee and chair of the compensation committee; Elster Group SE, a precision metering and smart grid technology company, from October 2010 until the company was acquired in August 2012; Solectron Corporation, an electronic manufacturing services company, from January 2003 to January 2007; and Maxtor Corporation, a disk drive and storage solutions company, from July 1996 until Seagate acquired Maxtor in May 2006. Mr. Cannon studied mechanical engineering at Michigan State University and completed the Advanced Management Program at the Harvard Graduate School of Business. The Board has concluded that Mr. Cannon is qualified toshould serve as a director of the Company because of his extensive board and governanceindustry knowledge; his marketing experience; his experience as a director on other public company boards, including on an audit committee, compensation or remuneration committees and nominations and governance committees; his experience in leadership rolesPresident at a public corporation that is a customer of our customers; his finance experience; his 20 years of international business experience; his experience with marketing, mergers and acquisitions and related transactions;acquisitions; and his industry knowledge.extensive board experience as a director on other public company boards, including service on audit, compensation and nominating and governance committees. | |
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| | | | Lam Research Corporation 2017 Proxy Statement | | 45 |
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Youssef A.Catherine P. LegoEl-Mansy Director since 20122006
Age 72 64
Audit ◦
Chair: 2009 – 2014 °◦
Member since 20122020, previously 2006 – 2015 Compensation and Human Resources ◦
Chair: 2015 – 2020 •
Nominating and Governance ◦
Member since 2014 Public company directorships in last five years: •• Novellus Systems, Inc. (former)
| | Youssef A.El-Mansy is the retired Vice President, Director of
Cirrus Logic, Technology Development, at IntelInc. •
Guidewire Software, Inc. •
IPG Photonics Corporation a leading producer of microchips, computing and communications products, where he was responsible for managing technology development, the processor design center for Intel’s Technology and Manufacturing Group and two wafer manufacturing facilities.Dr. El-Mansy(former) joined Intel in 1979 and led microprocessor technology development at Intel for 20 years.Dr. El-Mansy previously served on the board of directors of Novellus Systems, Inc., from April 2004 until the company was acquired by Lam Research in June 2012; and Zygo Corporation, an optical system designer and manufacturer, from July 2004 to June 2009.
He is a Fellow of the Institute of Electrical and Electronics Engineers, or “IEEE,” and has been awarded the 2004 IEEE Frederik Philips Award for leadership in developingstate-of-the-art logic technologies and the 2013 IEEE Robert Noyce Medal for establishing a highly effective Research-Development-Manufacturing methodology that led to industry leadership in logic technology.
Dr. El-Mansy earned a Ph.D. degree in electronics from Carleton University in Ottawa, Canada and B.S. and M.S. degrees in electronics and communications from Alexandria University in Egypt.
The Board has concluded thatDr. El-Mansy is qualified to serve as a director of the Company because of his more than 30 years of industry knowledge and experience as an executive focused on the manufacturing of technological devices and components for a major semiconductor manufacturer; his understanding of the Company’s technologies; and his past board/governance experience at other public companies as a director and member and chair of a compensation committee.
| 
Christine A. Heckart
Director since 2011
Age 51
Board Committees:
• Audit° Member since 2015
• Compensation
° Member: 2011 – 2015
| | Christine A. Heckart has served as the Senior Vice President and Chief Marketing Officer of Brocade Communications Systems, Inc., a networking solution company, since March 2014. Immediately prior to joining Brocade, she was the Executive Vice President, Strategy, Marketing, People and Systems since May 2013 and the Chief Marketing Officer from July 2012 until May 2013 at ServiceSource International Inc., a service revenue management company. From February 2010 to May 2012, she was the Chief Marketing Officer at NetApp, Inc., a data storage and management solutions provider. Ms. Heckart served as General Manager for the TV, video and music business of Microsoft Corporation, a developer of software, services, and hardware, from 2005 to 2010; and led global marketing at Juniper Networks, Inc., a provider of network infrastructure solutions, from 2002 to 2005. She was President at TeleChoice, Inc., a consulting firm specializing in business and marketing strategies, from 1995 to 2002.
She has served as a member of the board of directors of 6Sense, a privately-heldbusiness-to-business predictive intelligence engine company, since November 2015.
Ms. Heckart earned a B.A. degree in economics from the University of Colorado at Boulder.
The Board has concluded that Ms. Heckart is qualified to serve as a director of the Company because of her experience in leadership roles at public corporations; her knowledge of the electronics industry, including networks and big data; and her strong marketing background and experience.
|
| | | 
Young Bum (YB) Koh
Director since 2017
Age 59
| | YB Koh is a former senior executive at Samsung Electronics Co., Ltd in South Korea, a global electronics manufacturer. He has held multiple executive positions at Samsung Electronics. Prior to his most recent position as Advisor until December 2016, he served in various roles including from December 2011 to December 2013 as Executive Vice President, Head of the Mechatronics R&D Center; from January 2010 to July 2011 as Executive Vice President, Head of the Manufacturing Operation Center, LCD Business; and from January 2004 to June 2007 as Senior Vice President, Head of Manufacturing Technology Center, Memory Business. Dr. Koh also served as Executive Vice President and President of Samsung Austin Semiconductor LLC located in Texas from August 2007 to December 2009.
Dr. Koh earned a Ph.D. degree in electrical engineering from Osaka University in Japan, an M.S. degree in chemical engineering from Korea Advanced Institute of Science and Technology, and a B.S. degree in chemical engineering from Seoul National University in Korea.
The Board has concluded that Dr. Koh is qualified to serve as a director of the Company because of his business and operations leadership positions at Samsung Electronics and Samsung Austin Semiconductor, his substantial high-technology operations knowledge and expertise, his understanding of the semiconductor equipment business, and his international leadership experience in research, development and manufacturing at Samsung Electronics.
|
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| | | 
Catherine P. Lego
Director since 2006
Age 60
Board Committees:
• Audit
° Chair: 2009 – 2014
° Member: 2006 – 2015
• Compensation
° Chair since 2015
• Nominating and Governance
° Member since 2014
Public company directorships in last five years:
•
Cypress Semiconductor Corp. (former) • IPG Photonics Corporation•
Fairchild Semiconductor International Inc. (former)• SanDisk Corporation (former)
| | | Catherine P. Lego is the founder of Lego Ventures LLC, a consulting services firm for early stage electronics companies, formed in 1992.which she operated from 1992 until December 2018. From December 1999 to December 2009, she was the General Partner of The Photonics Fund, LLP, an early stage venture capital investment firm focused on investing in components, modules and systems companies for the fiber optics telecommunications market, which she founded. Ms. Lego was a general partner at Oak Investment Partners, a venture capital firm, from 1981 to 1992. Prior to Oak Investment Partners, she practiced as a Certified Public Accountant with Coopers & Lybrand, an accounting firm. Ms. Lego has served as a member of the board of directors of: Cirrus Logic, Inc., a fabless semiconductor supplier that specializes in analog, mixed-signal, and audio digital signal processing integrated circuits, since April 2020, where she is the chair of the governance and nominating committee; and Guidewire Software, Inc., an industry platform provider for property and casualty insurers, since September 2019, where she is the chair of the audit committee and a member of the nominating and corporate governance committee. She previously served on the board of directors of the following public companies: IPG Photonics Corporation, a high-power fiber laser and amplifier company for diverse applications, from July 2016 to May 2021, where she was a member of the audit committee and chair of the compensation committee; Cypress Semiconductor Corp., an advanced embedded solutions company for automotive and other products, sincefrom September 2017 to April 2020, where she is a member ofwas the audit committee; and IPG Photonics Corporation, a high-power fiber laser and amplifier company for diverse applications, since July 2016, where she is a memberchair of the audit committee and chaira member of the compensation committee.She previously served on the board of directors of the following public companies:nominating and corporate governance committee; Fairchild Semiconductor International Inc., a fabricator of power management devices, from August 2013 to September 2016, where she was a member of the compensation committee and nominating and governance committee; SanDisk Corporation, a global developer of flash memory storage solutions from 1989 to 2016, where she was the chair of the audit committee; ETEC Corporation, a producer of electron beam lithography tools, from 1991 through 1997; Uniphase Corporation (presently JDS Uniphase Corporation), a designer and manufacturer of components and modules for the fiber optic based telecommunications industry and laser-based semiconductor defect examination and analysis equipment, from 1994 until 1999, when it merged with JDS Fitel; Zitel Corporation, an information technology company, from 1995 to 2000; WJ Communications, Inc., a broadband communications company, from October 2004 to May 2008; and Micro Linear Corporation, a fabless analog semiconductor company. Ms. Lego also served as a member of the board of directors of other technology companies that are privately-held.
Ms. Lego earned an M.S. degree in accounting from the New York University Leonard N. Stern School of Business and a B.A. degree in economics and biology from Williams College. The Board has concluded that Ms. Lego is qualified toshould serve as a director of the Company because of her experience on our Board;Board, her substantial accounting and finance expertise;expertise, her knowledge of the electronics and semiconductor industries, and the perspectiveher experience on boards of companies that are customers of our customers;customers, her experience with mergers and acquisitions;acquisitions, and her board and governance experience on other boards, including her service as a former chairman of an audit committee and current member of aaudit, compensation committee and nominating and governance committee.committees. | |
Lam Research Corporation 2021 Proxy Statement 61
| | | | 
Stephen G. Newberry
Chairman of the Board
Bethany J. Mayer Director since 20052019
Age 63 59 Board Committees: •
Audit ◦
Member since 2019 Public company directorships in last five years: Box, Inc. • Splunk
Marvell Technology Group Ltd. •
• Nanometrics Incorporated
Ixia (former) | | Stephen G. Newberry
| Bethany J. Mayer has served as the Chairmanan Executive Advisor of the Company’s BoardSiris Capital Group LLC, a private equity firm, since November 2012. HeMay 2021, where she previously served as an an Executive Partner from January 2018 to April 2021. She was the Company’sExecutive Vice ChairmanPresident, Corporate Development and Technology of Sempra Energy, an energy services holding company, from November 2018 to January 2019. From September 2014 to December 2010 to November 2012,2017, Ms. Mayer was the President and Chief Executive Officer from June 2005of Ixia, a test, visibility, security solutions, network testing tools and virtual network security solutions provider for applications across physical and virtual networks that was ultimately acquired by Keysight Technologies in 2017. From May 2011 to January 2012 and President from July 1998 to December 2010. Mr. Newberry joined the Company in August 1997May 2014, Ms. Mayer served as ExecutiveSenior Vice President a role in which heand General Manager of Hewlett-Packard Company’s (HP) Networking business unit and the Network Function Virtualization business unit. From 2010 until 2011, she served until July 1998,as Vice President, Worldwide Marketing and Chief Operating Officer, a role in which he served until June 2005.Alliances of HP’s Enterprise Servers Storage and Networking Group. Prior to joining the Company, Mr. NewberryHP, she held various executive positionsleadership roles at Applied Materials,Blue Coat Systems, Inc. during his17-year tenure there, including as Group Vice President of Global Operations, a hardware, software, and Planning.Mr. Newberryservices provider for cybersecurity and network management; Cisco Systems, Inc., an internet technology company; and Apple Computer, Inc., a technology company.
She has also served as a member of the board of directors of Splunk Inc., a software platform company for real-time operational intelligence, since January 2013, where he chairs the compensation committee.He previously served on the boardboards of directors of: Nanometrics Incorporated,Box, Inc., a providercloud content management and file sharing service for businesses, since April 2020, where she is the chair of process control metrology and inspection systems from May 2011 to May 2015, where he served as athe board, chair of the compensation committee, and member of the nominating and governance committee; Amkor Technology, Inc., a provider of outsourced semiconductor packaging assembly and test services, from March 2009 to May 2011, where he served as a member of the compensationoperating committee; Nextest Systems Corporation,Sempra Energy since June 2019 after serving from February 2017 to November 2018, where she is the chair of the environmental, health, safety and technology committee and a developermember of automated test equipment systems for the executive committee; Marvell Technology Group Ltd, a infrastructure semiconductor industry, from 2000 to 2008,solutions company, since May 2018, where he served asshe is a member of the audit compensationcommittee; Electronics for Imaging Inc., a privately held print technology company, since July 2019; and nominatingNextRoll, Inc., a privately held marketing technology company, since August 2021.
Ms. Mayer previously served on the boards of directors of: Pulse Secure, LLC, a privately-held provider of access and corporate governance committees;mobile security solutions to both enterprises and Semiconductor Equipmentservice providers, from September 2019 to December 2020, where she was the chairperson of the board, and Materials International, or “SEMI,” a global semiconductor equipment trade association, from July 2004 to July 2014; where hepreviously served as a member from January 2018 to November 2018; SnapRoute, Inc., a privately-held developer of the executive committee.Mr. Newberryopen source network stacks for enterprises, from May 2018 to July 2019; DataStax, Inc., a privately-held database software provider for cloud applications, from May 2018 to April 2019; Delphi Automotive PLC, an auto parts supplier, from August 2015 to April 2016; and Ixia from September 2014 to December 2017.
Ms. Mayer earned an M.B.A. degree from CSU-Monterey Bay and a B.S. degree in ocean engineeringpolitical science from the U.S. Naval Academy and graduated from the Program for Management Development at the Harvard Graduate School of Business.Santa Clara University. The Board has concluded that Mr. Newberry is qualified toMs. Mayer should serve as a director of the Company because he has more than 30 years of her leadership skills and her experience in the semiconductor equipment industry; his comprehensive understanding of the Companyoperational roles at companies in various technology industries, including networks, network management, servers, security solutions, cybersecurity and its products, markets,internet technology; and strategies gained through his role as an executive of our Company, including as our former Chief Executive Officer; his marketing experience; his previous role, including as a director, at SEMI, our industry’s leading trade association; his public companyher board and governance experience includingfrom service on the audit committee, compensation committees and nominating and governance committees of other companies; and his strong business and operations leadership and expertise.boards. | |
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Abhijit Y. Talwalkar Lead Independent Director
ChairmanDirector since 2011
Age 53
57 •
Compensation and
Human Resources ◦
•
Nominating and Governance Chair: 2015 – 2019 °◦ Chair
Member since 2019, previously 2015 ° Member: 2015-2015
– 2015 Public company directorships in last five years: Advanced Micro Devices Inc. •
iRhythm Technologies Inc. •
TE Connectivity Ltd. • iRhythm Technologies Inc.
• LSI Corporation (former)
| | | Abhijit Y. Talwalkar is the former President and Chief Executive Officer of LSI Corporation, a leading provider of silicon, systems and software technologies for the storage and networking markets, a position he held from May 2005 until the completion of LSI’s merger with Avago Technologies in May 2014. From 1993 to 2005, Mr. Talwalkar was employed by Intel Corporation, a leading producer of microchips, computing and communications products. At Intel, he held a number of senior management positions, including as Corporate Vice President and Co-General Manager of the Digital Enterprise Group, which was comprised of Intel’s business client, server, storage and communications business, and as Vice President and General Manager for the Intel Enterprise Platform Group, where he focused on developing, marketing, and supporting Intel business strategies for enterprise computing. Prior to joining Intel, Mr. Talwalkar held senior engineering and marketing positions at Sequent Computer Systems, a multiprocessing computer systems design and manufacturer that later became a part of IBM; Bipolar Integrated Technology, Inc., a VLSIvery-large-scale integration (VLSI) bipolar semiconductor company; and Lattice Semiconductor Inc., a service driven developer of programmable design solutions widely used in semiconductor components. Mr. Talwalkar has served as a member of the board of directors of: Advanced Micro Devices Inc., a developer of high performance computing, graphics and visualization technologies, since June 2017, where he serves asis a member of the compensation and leadership resources committee, the innovation and technology committee and the nominating and corporate governance committee; TE Connectivity Ltd, a connectivity and sensor solutions company, since March 2017;2017, where he is a member of the management development and compensation committee and has served as a member of the audit committee; and iRhythm Technologies Inc., digital health care solutions company, since May 2016, where he is the chairman of the board;board and Virtual Power Systems, Inc., a privately-held software company focused on providing infrastructure to manage data center power, since February 2016.member of the compensation committee and nominating and governance committee, and has served as a member of the audit committee. He previously served as a member of the board of directors of LSI from May 2005 to May 2014 and the U.S. Semiconductor Industry Association a semiconductor industry trade association from May 2005 to May 2014. He was additionally a member of the U.S. delegation for World Semiconductor Council proceedings. Mr. Talwalkar earned a B.S. degree in electrical engineering from Oregon State University. The Board has concluded that Mr. Talwalkar is qualified toshould serve as a director of the Company because of his experience in the semiconductor industry, including as the former chief executive officer of a semiconductor company and his previous role in the semiconductor industry’s trade association; his technology experience; his business and operations leadership roles at other semiconductor companies that include a customer of ours; andthe Company; his finance experience; his global business experience; his mergers and acquisitions experience; his board governance experience from service on other public company boards, including as chairman of another board; and marketing experience.his cybersecurity expertise. | |
Lam Research Corporation 2021 Proxy Statement 63
| | | | 
Director since 2016
Age 66
70 Board Committees: •
Compensation and Human Resources ◦
Member since 2019 Public company directorships in last five years: • USI Corporation• NXP Semiconductors N.V. (former)
•
Chunghwa Telecom Co, Ltd. (former) • Taiwan Semiconductor Manufacturing Company, Limited
NXP Semiconductors N.V. (former) •
USI Corporation (former) | | | Rick L. Tsai has served as the Co-CEO CEO of MediaTek Inc., a Taiwanese listedTaiwanese-listed global fabless semiconductor company, since February 2018. He was Co-CEO of MediaTek from June 2017.2017 to February 2018. He is the former Chief Executive Officer of Chunghwa Telecom Co., Ltd., a Taiwanese integrated telecom service provider, a position he held from January 2014 until December 2016. From August 2011 to January 2014, Dr. Tsai concurrently served as Chief Executive Officer of TSMC Solar Ltd., a provider of high-performance solar modules, and TSMC Solid State Lighting Ltd. (SSL), a company providing lighting solutions that combine its parent’s expertise in semiconductor manufacturing and rigorous quality control with its own integrated capabilities spanning epi-wafers, chips, emitter packaging and extensive value-added modules and light engines, both of which are wholly-owned subsidiaries of Taiwan Semiconductor Manufacturing Company, Limited (TSMC). Prior to these positions, Dr. Tsai was TSMC’s President of New Businesses from June 2009 to July 2011 and President and CEO of TSMC from July 2005 to June 2009. Dr. Tsai held other key executive positions, such as COO, EVP of Worldwide Sales and Marketing, and EVP of Operations, since joining TSMC in 1989. Dr. Tsai served as President of TSMC’s affiliate, Vanguard International Semiconductor, from 1999 to 2000. Prior to joining TSMC, Dr. Tsai held various technical positions at Hewlett Packard, an international information technology company, from 1981 to 1989. Dr. Tsai has served as a member of the board of directors of:of MediaTek Inc. since June 2017; and USI Corporation, a Taiwanese listed polyethylene manufacturer, since June 2014.2017. He previously served on the board of directors of: USI Corporation, a Taiwanese-listed polyethylene manufacturer, from June 2014 until March 2019; NXP Semiconductors N.V., from July 2014 until June 2017; Chunghwa Telecom from January 2014 until December 2016, where he served as chairman; TSMC from 2003 to 2013; TSMC Solar and TSMC SSL from August 2011 to January 2014, where he served as their chairman; and Taiwan Semiconductor Industry Association (TSIA) from June 2009 to March 2013, where he served as chairman.chairman Dr. Tsai earned a Ph.D. degree in material science and engineering from Cornell University and a B.S. degree in physics from the National Taiwan University in Taipei, Taiwan. The Board has concluded that Dr. Tsai is qualified toshould serve as a director of the Company because of his substantial operational and leadership experience in global businesses, particularly through his service as president,President, CEO and director of TSMC, a major customer of the Company; his knowledge of the semiconductor and semiconductor equipment businesses;industry; his extensive executive and board experience for global technology companies, including NXP Semiconductor, Chunghwa Telecom and MediaTek. In making this nomination,MediaTek; and his mergers and acquisitions experience. | |
| | Leslie F. Varon Director since 2019
Age 64 Board Committees: •
Audit ◦
Chair since 2020 ◦
Member 2019 – 2020 Public company directorships in additionlast five years: •
Dentsply Sirona Inc. •
Hamilton Lane | | | Leslie F. Varon is the former Chief Financial Officer of Xerox Corporation, a document solutions company, a position she held from November 2015 until December 2016. From January 2017 until March 2017, when she retired from the company, she was a Special Advisor to considering the extraordinarythen new Xerox Chief Executive Officer. Her previous leadership roles during her tenure at Xerox include: Vice President, Investor Relations from March 2015 until October 2015; Vice President, Finance and relevant experience that Dr. Tsai brings to Lam, the independent membersCorporate Controller from July 2006 until February 2015, where she oversaw global financial operating executives and had responsibility for corporate financial planning and analysis, accounting, internal audit, risk management, global real estate and worldwide shared services centers; Vice President, North America Finance and Operational Support from October 2004 until June 2006; Vice President, Investor Relations and Corporate Secretary from 1997 until September 2004; and Director of Corporate Audit from 1993 until 1997. Ms. Varon has served as a member of the boards of directors of: Dentsply Sirona, Inc., a manufacturer and distributor of dental product solutions, since January 2018, where she chairs the audit and finance committee; and Hamilton Lane, a private markets investment company, since May 2017, where she is the chair of the audit committee. She previously served on the board of directors of Xerox International Partners, a joint venture of Xerox and Fuji Xerox, from July 2006 until March 2017. Ms. Varon earned an M.B.A. degree from Virginia Tech, and a B.S. degree in Psychology from Binghamton University. The Board also considered Dr. Tsai’s commitments as aco-CEO and director of MediaTek andhas concluded that Ms. Varon should serve as a director of USI, both Taiwanese companies, the lengthCompany because of his service with those companies, the fact that he does not serveher substantial finance experience; her qualifications as an audit committee financial expert; her leadership experience as a former chief financial officer; her board governance experience on any board committees at suchother public companies or any private company boards, including her service as a current chair of two other public company audit committees; and the fact that he has an excellent attendance record at all of the boards on which he has served,her mergers and concluded that his service with other companies will not limit his ability to devote sufficient time to Lam board duties.acquisitions experience. | |
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Proposal No. 2: Advisory Vote to Approve Our Named Executive Officer Compensation, or “Say on Pay” The Dodd-Frank Wall Street Reform and Consumer Protection ActSection 14A of 2010, or the “Dodd-FrankExchange Act” enables the Company’s stockholders to vote to approve, on an advisory or non-binding basis, our named executive officer compensation, as disclosed in this proxy statement in accordance with SEC rules. Although the vote is advisory and is not binding on us or on our Board, our compensation and human resources committee and, as appropriate, our Board, will take into account the outcome of the vote when considering future executive compensation decisions and will evaluate whether any actions are necessary to address stockholder concerns.
We believe that our compensation philosophy has allowed us to attract, retain, and motivate qualified executive officers who have contributed to our success. For more information regarding the compensation of our named executive officers, our compensation philosophy, our 20162020 Say on Pay results and our response, we encourage you to read the section of this proxy statement entitled “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis,” the compensation tables, and the narrative following the compensation tables for a more detailed discussion of our compensation policies and practices. We are asking for stockholder approval, on an advisory or non-binding basis, of the following resolution: ‘RESOLVED, that the stockholders of Lam Research Corporation (the Company) hereby approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of SEC Regulation S-K, including the “Compensation Discussion and Analysis,” the compensation tables and any related narrative disclosure included in the proxy statement.’ Each proxy received by the Proxy Holders will be voted “FOR” the advisory vote to approve the compensation of our named executive officers, unless the stockholder provides other instructions. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement. We provide for annual advisory votes to approve the compensation of our named executive officers. Unless stockholders approve a different frequency for the advisory vote in Proposal No. 3,modified, the next advisory vote to approve our named executive officer compensation will be at the 20182021 annual meeting. Stockholder approval of Proposal No. 2 requires the affirmative vote of the holders of a majority of the outstanding shares of common stock having voting power present, in person or by proxy, at the annual meeting. | | ☑ | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY OR NON-BINDING BASIS, OF OUR NAMED EXECUTIVE OFFICER COMPENSATION. | |
Lam Research Corporation 2021 Proxy Statement 65
Proposal No. 3: Advisory Vote to Approve the Frequency of Holding Future Stockholder Advisory Votes on Our Named Executive Officer Compensation, or “Say on Frequency”The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act enables our stockholders to indicate, at least once every six years, how frequently we should seek a non-binding advisory vote on our named executive officer compensation. By voting on this Proposal No. 3, stockholders may indicate whether they would prefer to hold a non-binding advisory vote on our named executive officer compensation once every one, two, or three years.
After careful consideration, our compensation committee and Board have determined that a non-binding advisory vote on our named executive officer compensation that occurs annually is the most appropriate alternative for the Company and our stockholders, and therefore our Board recommends that you vote for a one-year interval for the non-binding advisory vote on our named executive officer compensation, or “Say on Frequency.”
We believe that an annual vote will continue to allow our stockholders the ability to frequently communicate to us their position on the compensation of our named executive officers
through a non-binding advisory vote on named executive officer compensation. An annual vote further aligns to our annual cash program and the metric that guides that program as well as to our annual granting of long-term equity compensation to the NEOs.
The frequency option (once every “one year”, “two years”, or “three years”) that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on our named executive officer compensation that has been selected by stockholders. However, because this vote is advisory and not binding on the Company, the compensation committee or the Board, the Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on our named executive officer compensation more or less frequently than the option approved by our stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL, ON AN ADVISORY OR NON-BINDING BASIS, OF HOLDING EVERY “ONE YEAR” ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
Proposal No. 4: Ratification of the Appointment of theErnst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2018
2022Stockholders are being asked to ratify the appointment of Ernst & Young LLP, or “EY,”EY as the Company’s independent registered public accounting firm for fiscal year 2018.2022. Although the audit committee has the sole authority to appoint the Company’s independent registered public accounting firm, as a matter of good corporate governance, the Board submits its selection to our stockholders for ratification. If the stockholders shoulddo not ratify the appointment of EY, the audit committee will contemplate whether to reconsider the appointment. EY has been the Company’s independent registered public accounting firm (independent auditor) since fiscal year 1981. Each proxy received by the Proxy Holders will be voted “FOR” the ratification of the appointment of EY, unless the stockholder provides other instructions. Our audit committee meets periodically with EY to review both audit and non-audit services performed by EY, as well as the fees charged for those services. Among other things, the committee examines the effect that the performance of non-audit services, if any, may have upon the independence of the independent registered public accounting firm. All professional services provided by EY, including non-audit services, if any, are subject to approval by the audit committee in accordance with applicable securities laws, rules, and regulations. For more information, see “Audit Matters – Audit Committee Report” and “Audit Matters – Relationship with Independent Registered Public Accounting Firm” above. A representative of EY is expected to be present at the annual meeting and will have an opportunity to make a statement if he or shethey so desires.desire. The representative will also be available to respond to appropriate questions from the stockholders. Stockholder approval of Proposal No. 43 requires the affirmative vote of the holders of a majority of the outstanding shares of common stock having voting power present, in person or by proxy, at the annual meeting.THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2018.
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| | ☑ | | Lam Research Corporation 2017 Proxy Statement | | 53THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022. | |
Proposal No. 5: Stockholder Proposal, If Properly Presented at the Annual Meeting, Regarding Annual Disclosure of EEO-1 Data
Representatives of the New York City Comptroller (the “Proponent”), on behalf of the New York City Pension Funds, 1 Centre Street, New York, NY 10007, have advised that the New York City Pension Funds are the beneficial owner of 263,858 shares of the Company’s common stock and that the Proponent intends to introduce a proposal for the consideration of stockholders at the 2017 Annual Meeting of Stockholders, the text of which reads as follows.
RESOLVED:Shareholders request that the Board of Directors adopt and enforce a policy requiring Lam Research Corporation (the “Company”) to disclose annually its EEO-1 data — a comprehensive breakdown of its workforce by race and gender according to 10 employment categories — on its website or in its corporate social responsibility report, beginning in 2017.
Supporting Statement from Proponent
Diversity matters. Numerous studies suggest that companies with comprehensive diversity policies and programs, and strong leadership commitment to implement and fully integrate diversity into their culture and practices, enhance long-term shareholder value. A McKinsey & Company global study (Diversity Matters, February 2015), for example, found that “companies in the top quartile for racial and ethnic diversity are 35 percent more likely to have financial returns above their respective national industry median.”
Workplace diversity provides competitive advantage by generating diverse, valuable perspectives, creativity, innovation and adaptation, increased productivity and morale, while eliminating the limitations of “groupthink.” It also reduces potential legal and reputational risks associated with workplace discrimination and builds corporate reputations as fair employers.
The high tech industry of which the company is a part, is characterized by persistent and pervasive underrepresentation of minorities and women, particularly in senior positions.
Based on 2014 EEO-1 filings, the EEOC Commission estimates that the high tech industry is over 64% male and over 68% white. Blacks, Hispanics and women are under-represented in high tech compared to their representation in all private industries. Black and Hispanic representation at the
executive, managerial and professional levels is between one and five percent, and women representation at these levels is between 20% and 30%. All three groups’ representation at these levels in high tech is lower than for all private industries (https://www.eeoc.gov/eeoc/statistics/reports/hightech/upload/diversity-in-high-tech-report.pdf).
Lam Research provides no information on the gender and racial makeup of its total workforce. This does not allow investors to fully evaluate the company’s diversity initiatives and their impact, especially across job categories and particularly in more senior roles. Without more detailed quantitative information on a comparable basis, shareholders have no way to evaluate and benchmark the effectiveness of these efforts over time and relative to peers.
Federal law requires companies with 100 or more employees to annually submit an EEO-1 Report to the Equal Employment Opportunity Commission. The report profiles a company’s workforce by race and gender in 10 job categories, including senior management.
Over two-thirds of S&P 100 companies now disclose EEO-1 data, including companies in the technology industry such as Apple, Alphabet, Salesforce and Ingram Micro.
The proposal does not limit the company from providing more detailed quantitative and qualitative disclosures where appropriate. We also encourage the company to describe the steps it is taking and the challenges it faces in moving forward to achieve its diversity plans and goals.
Board of Directors’ Voting Recommendation and Statement in Opposition to Stockholder Proposal
The Board has considered the stockholder proposal, believes it is not in the best interests of stockholders and recommends a vote AGAINST the proposal because:
we have a strong commitment to diversity and inclusion in our workforce; and
the EEO-1 data is not reflective of our diversity, and could be misinterpreted in ways that could hinder our efforts for greater diversity and inclusion.
Lam Research believes that workforce diversity and inclusion contributes to the Company’s success by enhancing creativity, innovation, and speed to the right solutions and is committed to fostering and celebrating diversity and inclusion in our workforce. However, the Board has concluded that adoption of the proposal and disclosure of the EEO-1 data would not assist our stockholders in evaluating and benchmarking the effectiveness of our diversity and inclusion efforts over time and relative to our peers, or provide an appropriate platform for a meaningful discussion about diversity and inclusion.
Our commitment to diversity and inclusion in our workforce. Lam has been and continues to be committed to fostering diversity and inclusion, and we strive to maintain a culture and adherence to core values that attract and celebrate workforce diversity on a global basis. We believe that diversity promotes creativity, innovation, and mutual respect, which are all core to our values. We recognize that the unique viewpoints and experiences of every employee are important to achieving our mission to be a world-class provider of innovative technology and productivity solutions to the semiconductor industry.
Because of this, we invest in initiatives and practices to attract, engage, retain and promote employees with diverse perspectives, talents, and experiences from all around the world. Our diversity and inclusion activities include community outreach, targeted programs, and other activities intended to increase the diverse culture and experiences of our global workforce. We are active in science, technology, engineering and math (STEM) education for girls and women from elementary school through university level, we provide diversity-targeted scholarships, offer leadership training on diversity and inclusion, participate in sponsored presentations and programs, and offer job procurement skills training. We target the hiring and placement of veterans through our Military Hiring program. We provide opportunities for our employees to participate in cross-functional global teams, where our employees’ backgrounds and different perspectives from the global communities where we work can be reflected through the exchange and promotion of new ideas, interactions, and learnings. We also support employee-directed groups focused on diversity and inclusion and professional networking events for our employees.
Recognizing that maintaining a commitment to diversity and inclusion requires continual leadership, focus, and effort, we are committed to building on our ongoing efforts to maintain and enhance our inclusive and diverse workforce.
EEO-1 data is not reflective of Lam’s diversity and could be misinterpreted in ways that could hinder our efforts for greater diversity and inclusion.In our view, the Equal Employment Opportunity Commission (EEOC) data does not fully reflect the job-role structure of a manufacturing company in the technology sector. The Form EEO-1, which is a government-mandated form filed annually with the EEOC on a confidential basis, requires a company to categorize its U.S. workforce by gender and race according to certain generic EEOC-mandated job categories, without allowing for company- or industry-specific factors or context. In certain circumstances, the format of the form has required Lam to categorize employees into the pre-defined job categories in ways that do not fully reflect our employees’ actual job roles or descriptions. As a result, the data could be misleading or vulnerable to misinterpretation. For these reasons, publication of the EEO-1 data would not meaningfully reflect Lam’s specific circumstances in context and would not be materially helpful for investors to understand our diversity relative to peers.
Furthermore, the EEO-1 data does not offer any insight into our actual global initiatives and practices promoting diversity and inclusion, and therefore is not a meaningful indicator of Lam’s commitment to diversity and equal employment opportunity.
Unlike the proposal’s proponents, we do not believe that disclosure of the EEO-1 data would provide an appropriate platform for a meaningful discussion about diversity and inclusion. On the contrary, disclosure of such information could hinder our efforts to attract, engage, retain and promote diverse employment candidates and employees if it is misconstrued, including by such candidates and employees. Public disclosure of the EEO-1 data also could negatively impact the Company’s interest in protecting the confidential nature of the EEOC-mandated report and data.
The Board’s recommendation against the proposal. For the reasons described above, the Board believes that public disclosure of Lam’s EEO-1 data would not be in the best interests of our stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING, REGARDING ANNUAL DISCLOSURE OF EEO-1 DATA.
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| | | Lam Research Corporation 2017 Proxy Statement | | 55 |
Other Voting Matters We are not aware of any other matters to be submitted at the annual meeting. If any other matters properly come before the annual meeting, the Proxy Holders intend to vote the shares they represent as the Board may recommend or, if the Board does not make a recommendation, as the Proxy Holders decide in their reasonable judgment. It is important that your stock holdings be represented at the meeting, regardless of the number of shares you hold. We urge you to complete and return the accompanying proxy card in the enclosed envelope, or vote your shares by telephone or internet, as described in the materials accompanying this proxy statement.
| | | | | | | | | Voting and Meeting Information | |
Information Concerning Solicitation and Voting Our Board solicits your proxy for the 20172021 Annual Meeting of Stockholders and any adjournment or postponement of the meeting, for the purposes described in the “Notice“Notice of 20172021 Annual Meeting of Stockholders.” The sections below show important details about the annual meeting and voting. Only stockholders of record at the close of business on September 11, 2017, the9, 2021 (the “Record Date,”Date”) are entitled to receive notice of and to vote at the annual meeting. As of the Record Date, 162,496,503140,802,727 shares of common stock were outstanding. Quorum QuorumStockholders who hold shares representing a majority of our shares of common stock outstanding and entitled to vote on the Record Date must be present in person or represented by proxy to constitute a quorum. A quorum is required to transact business at the annual meeting. Virtual attendance at the annual meeting constitutes presence in person for purposes of a quorum at the annual meeting. The Company will appoint an inspector of elections to determine whether a quorum is present. The inspector will also tabulate the votes cast by proxy or at the annual meeting.meeting, whether cast in person or by proxy. Effect of Abstentions and Broker Non-Votes Shares voted “abstain” and broker non-votes (shares held by brokers that do not receive voting instructions from the beneficial owner of the shares, and do not have discretionary authority to vote on a matter) will be counted as present for purposes of determining whether we have a quorum. For purposes of voting results, abstentions will not be counted with respect to the election of directors but will have the effect of “no” votes with respect to other proposals, and broker non-votes will not be counted with respect to any proposal. Stockholders may votedirect the Proxy Holders on how to cast votes on their behalf by internet, telephone, or mail, per the instructions on the accompanying proxy card. Voting at the Meeting Stockholders can vote in person during the
This year’s annual meeting will be a virtual meeting. Stockholders of record may vote electronically during the meeting by visiting the meeting website at virtualshareholdermeeting.com/LRCX2021. To vote during the meeting, a stockholder will beneed the 16-digit control number included on a list held by the inspectortheir Notice of elections. EachInternet Access or proxy card. A beneficial owner (anof shares (i.e. an owner who is not the record holder of their shares) must obtain a proxy fromshould refer to the voting instructions provided by the beneficial owner’s brokerage firm, bank, or theother stockholder of record holding such shares for the beneficial owner, and present it toowner. Voting electronically during the inspector of elections with a ballot. Voting in personmeeting by a stockholder as described here will replace any previous votes of that stockholder submitted by proxy. Stockholders of record may change their votes by revoking their proxies at any time before the polls close by (1) submitting a later-dated proxy by the internet, telephone or mail, or (2) submitting a vote in person atelectronically during the annual meeting. Before the annual meeting, stockholders of record may also deliver voting instructions to: Lam Research Corporation, Attention: Secretary, 4650 Cushing Parkway, Fremont, California 94538. If a beneficial owner holds shares through a bank or brokerage firm, or another stockholder of record, the beneficial owner must contact the stockholder of record in order to revoke any prior voting instructions. If a stockholder completes and submits proxy voting instructions, the people named on the proxy card as proxy holders, the “ProxyProxy Holders” will follow the stockholder’s instructions. If a stockholder submits proxy voting instructions but does not include voting instructions for each item, the Proxy Holders will vote as the
Lam Research Corporation 2021 Proxy Statement 67
Board recommends on each item for which the stockholder did not include an instruction. The Proxy Holders will vote on any other matters properly presented at the annual meeting in accordance with their best judgment. We will announce preliminary results at the annual meeting. We will report final voting results athttp://investor.lamresearch.com and in a Form 8-K to be filed shortly after the annual meeting. Availability of Proxy Materials Beginning on September 28, 2017,2021, this proxy statement and the accompanying proxy card and 20172021 Annual Report on Form 10-K to Stockholders will be mailed to stockholders entitled to vote at Continues on next page u
| | | Lam Research Corporation 2017 Proxy Statement | | 57 |
the annual meeting who have designated a preference for a printed copy. Stockholders who previously chose to receive proxy materials electronically were sent an email with instructions on how to access this year’s proxy materials and the proxy voting site. We have also provided our stockholders access to our proxy materials over the internet in accordance with rules and regulations adopted by the SEC. These materials are available on our website athttp://investor.lamresearch.comand at www.proxyvote.com. We will furnish, without charge, a printed copy of these materials and our 20172021 Annual Report (including exhibits) on request by telephone (510-572-1615), by mail (to Investor Relations, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538), or by email (toinvestor.relations@lamresearch.com). A Notice of Internet Availability of Proxy Materials will be mailed beginning on September 28, 20172021 to all stockholders entitled to vote at the meeting. The notice will have instructions for stockholders on how to access our proxy materials through the internet and how to request that a printed copy of the proxy materials be mailed to them. The notice will also have instructions on how to elect to receive all future proxy materials electronically or in printed form. If you choose to receive future proxy materials electronically, you will receive an email each year with instructions on how to access the proxy materials and proxy voting site. The Company will bear the cost of all proxy solicitation activities. Our directors, officers and other employees may solicit proxies personally or by telephone, email or other communication means, without any cost to Lam Research. In addition, we have retained D.F. King & Co., Inc. to assist in obtaining proxies by mail, facsimile or email from brokers, bank nominees and other institutions for the annual meeting. The estimated cost of such services is $12,000$17,500 plus out-of-pocket expenses. D.F. King & Co, Inc. may be contacted at 48 Wall Street, New York, New York 10005. We are required to request that brokers and nominees who hold stock in their names furnish our proxy materials to the beneficial owners of the stock, and we must reimburse these brokers and nominees for the expenses of doing so in accordance with statutory fee schedules. Other Meeting Information All stockholders entitled to vote as of the Record Date are entitled to attend the annual meeting. Admissionmeeting virtually. Stockholders of stockholdersrecord may attend the meeting by visiting the meeting website at virtualshareholdermeeting.com/LRCX2021. To attend, a stockholder will beginneed the 16-digit control number included on their Notice of Internet Access or proxy card. A beneficial owner of shares (i.e. an owner who is not the record holder of their shares) who wishes to attend the meeting should refer to the instructions provided by the beneficial owner’s brokerage firm, bank, or other stockholder of record holding such shares for the beneficial owner. Asking Questions Stockholders who wish to submit a question during the annual meeting may log into the virtual meeting platform at 9:00 a.m.virtualshareholdermeeting.com/LRCX2021, beginning at 1:30 p.m. Pacific Standard Time on November 8, 2017. Any stockholders interested in attending the annual meeting should be prepared2021, type their question where indicated, and click to present government-issued photo identification, such as a valid driver’s license or passport, and verification of ownership of Company common stock or proxy status as of the Record Date for admittance. For stockholders of record as of the Record Date, proof of ownership as of the Record Date will be verified priorsubmit. We ask that you limit your questions to admittance into the annual meeting. For stockholders who were not stockholders as of the Record Date but hold shares through a bank, broker or other nominee holder, proof of beneficial ownership as of the Record Date, such as an account statement or similar evidence of ownership, will be verified prior to admittance into the annual meeting. For proxy holders, proof of valid proxy status will also be verified prior to admittance into the annual meeting. Stockholders and proxy holders will be admittedthose that are relevant to the annual meeting or our business. Questions may not be addressed if they comply with these procedures. Information on howare, among other things, irrelevant to obtain directionsour business, related to attendpending or threatened litigation, disorderly, or repetitious of statements already made. In addition, questions may be grouped by topic by our management. Questions will be addressed during the annualappropriate portions of the meeting, and vote in person is availablewe may also respond by posting answers on our website athttp://investor.lamresearch.com.after the annual meeting. Pursuant to Proposal No. 1, Board members will be elected at the annual meeting to fill tennine seats on the Board to serve until the next annual meeting of stockholders, and until their respective successors are elected and qualified, under a “majority vote” standard. The majority voting standard means that, even though there are tennine nominees in total for the tennine Board seats, a nominee will be elected only
if he or she receivesthey receive an affirmative “for” vote from stockholders owning, as of the Record Date, at least a majority of the shares present and voted at the meeting in such nominee’s election by proxy or in person. If an incumbent fails to receive the required majority, his or hertheir previously submitted resignation will be promptly considered by the Board. Each stockholder may cast one vote (“for” or “withhold”), per share held, for each of the tennine nominees. Stockholders may not cumulate votes in the election of directors. Each share is entitled to one vote on Proposals No. 2 3, 4 and 5.3. Votes may be cast “for,” “against” or “abstain” on Proposals No. 2 4 and 5. Votes may be cast for “one year”, “two years”, “three years” or “abstain” on Proposal 3. Approval of each of Proposals No. 2 – 5and 3 requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and cast at the meeting. If a stockholder votes by means of the proxy solicited by this proxy statement and does not instruct the Proxy Holders how to vote, the Proxy Holders will vote: “FOR” all individuals nominated by the Board; “FOR” approval, on an advisory basis, of our named executive officer compensation; for “ONE YEAR” approval, on an advisory basis, of the frequency of holding future advisory votes on our named executive officer compensation;and “FOR” the ratification of EY as the Company’s independent registered public accounting firm for fiscal year 2018; and “AGAINST” the stockholder proposal, if properly presented at the annual meeting, regarding annual disclosure of EEO-1 data.
If you choose to vote in person, you will have an opportunity to do so at the annual meeting. You may either bring your proxy card to the annual meeting, or if you do not bring your proxy card, the Company will pass out written ballots to anyone who was a stockholder as of the Record Date. As noted above, if you are a beneficial owner (an owner who is not the record holder of their shares), you will need to obtain a proxy from your brokerage firm, bank, or the stockholder of record holding shares on your behalf.
2022. Voting by 401(k) Plan Participants Participants in Lam’s Savings Plus Plan, Lam Research 401(k), or the (the “401(k) Plan,”Plan”) who held Lam common stock in their personal 401(k) Plan accounts as of the Record Date, will receive this proxy statement, so that each participant may vote, by proxy, his or hertheir interest in Lam’s common stock as held by the 401(k) Plan. The 401(k) Plan trustee will aggregate and vote proxies in accordance with the instructions in the proxies of employee participants that it receives. Stockholder Accounts Sharing the Same Last Name and Address; Stockholders Holding Multiple Accounts To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Lam Research stock but who share the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name will receive only one copy of our proxy statement and annual report unless one of the stockholders notifies our investor relations department that one or more of them want to receive separate copies. This procedure reduces duplicate mailings and therefore saves printing and mailing costs, as well as natural resources. Stockholders who participate in householding will continue to have access to all proxy materials athttp://investor.lamresearch.com, as well as the ability to submit separate proxy voting instructions for each account through the internet or by telephone. Stockholders holding multiple accounts of Lam common stock may request separate copies of the proxy materials by contacting us by telephone (510-572-1615), by mail (to Investor Relations, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538) or by email (toinvestor.relations@lamresearch.com). Stockholders may also contact us by telephone, mail or email to request consolidation of proxy materials mailed to multiple accounts at the same address. Stockholder-Initiated Proposals and Nominations for 20182022 Annual Meeting Proposals submitted under SEC rules for inclusion in the Company’s proxy statement.Stockholder-initiated proposals (other than director nominations) may be eligible for inclusion in our proxy statement for next year’s 20182022 annual meeting of stockholders (in accordance with SEC Rule 14a-8) and for consideration at the 20182022 annual meeting of stockholders. The Company must receive a stockholder proposal no later than May 31, 20182022 for the proposal to be eligible for inclusion. Any stockholder interested in submitting a proposal or nomination is advised to contact legal counsel familiar with the detailed securities law requirements for submitting proposals or nominations for inclusion in a company’s proxy statement. Proposed nominations of directors under Company bylaws for Proxy Access.Our bylaws provide for “Proxy Access.” Pursuant to the Proxy Access provisions of our bylaws, a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years can nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholders and the nominees satisfy the requirements specified in our bylaws. If a stockholder or group of stockholders wishes to nominate one or more director candidates to be included in our proxy statement for the 20182022 annual meeting of stockholders pursuant to Proxy Access, all of the information required by our bylaws must be received by the Secretary of the Company no earlier than May 1, 2018,2022, and no later than May 31, 2018.2022. Proposals and nominations under Company bylaws for presentation at the annual meeting but for which the proponent does not seek to include materials in our proxy statement. Stockholders may also submit proposals for consideration and nominations of director candidates for election at the 2022 annual meeting by following certain requirements set forth in our bylaws. These proposals will not be eligible for inclusion in the Company’s proxy statement for the 20182022 annual meeting of stockholders unless they are submitted in compliance with then applicable SEC rules or pursuant to the Proxy Access described above; however, they will be presented for consideration at the 20182022 annual meeting of stockholders if the requirements established by our bylaws for stockholder proposals and nominations have been satisfied. Our bylaws establish requirements for stockholder proposals and nominations not included in our proxy statement to be considered at the annual meeting. Assuming that the 20182022 annual meeting of stockholders takes place at roughly the same date next year as the 2017 2021 annual meeting (and subject to any change in our bylaws—which would be publicly disclosed by the Company–and to any provisionsContinues on next page Lam Research Corporation 2021 Proxy Statement 69
uof then-applicable SEC rules), a stockholder of record must submit the proposal or nomination in writing and it must be received by the Secretary of the Company no earlier than July 15, 2022, and no later than August 14, 2022. | | | Lam Research Corporation 2017 Proxy Statement | | 59 |
| | annual meeting (and subject to any change in our bylaws—which would be publicly disclosed by the Company—and to any provisions of then-applicable SEC rules), A stockholder of record must submit the proposal or nomination in writing and it must be received by the Secretary of the Company no earlier than July 15, 2018, and no later than August 14, 2018;
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For a full description of the requirements for submitting a proposal or nomination, see the Company’s bylaws. Submissions or questions should be sent to: Secretary, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538. By Order of the Board of Directors, 
Sarah A. O’Dowd
Fremont, CaliforniaDated: September 28, 20172021
| | | 
LAM RESEARCH CORPORATION
ATTN: INVESTOR RELATIONS
4650 CUSHING PARKWAY
FREMONT, CA 94538
| | VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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![[MISSING IMAGE: tm2120121d1-px_1lamresbw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-120221/tm2120121d1-px_1lamresbw.jpg) LAM RESEARCH CORPORATIONATTN: INVESTOR RELATIONS4650 CUSHING PARKWAYFREMONT, CALIFORNIA 94538VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery ofinformation up until 11:59 p.m. Eastern Time the day before the cut-off date or meetingdate. Have your proxy card in hand when you access the web site and follow theinstructions to obtain your records and to create an electronic voting instruction form.During the Meeting - www.virtualshareholdermeeting.com/LRCX2021You may attend the annual meeting of stockholders via the Internet and vote duringthe meeting. Have the information printed in the box marked by the arrow in handwhen you access the web site and then follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have yourproxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.PLEASE HELP THE ENVIRONMENT - GO PAPERLESSe-Delivery makes it easy for you to go paperless. You can quickly access your futureproxy statements, proxy cards and annual reports electronically via e-mail or the Internet,while helping to reduce costs, clutter and paper waste. To sign up for electronic deliverplease visit enroll.icsdelivery.com/lrcx for simple instructions.y,TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | E32537-P95722-Z70509
| | KEEP THIS PORTION FOR YOUR RECORDS |
| | | | | | | | | DETACH AND RETURN THIS PORTION ONLY |
THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYD59676-P60955-Z80932! ! !ForAllWithholdAllFor AllExceptFor Against AbstainTo withhold authority to vote for any individualnominee(s), mark "For All Except" and write thenumber(s) of the nominee(s) on the line below.LAM RESEARCH CORPORATIONATTN: INVESTOR RELATIONS4650 CUSHING PARKWAYFREMONT, CALIFORNIA 94538LAM RESEARCH CORPORATION1. Election of DirectorsNominees:The Board of Directors recommends you vote FOR all nineof the nominees listed in proposal 1.NOTE: Other business that may properly come before the annual meeting (including any adjournment or postponement thereof) will be voted as the proxyholders deem advisable.2. Advisory vote to approve the compensation of the named executive officers of Lam Research, or "Say on Pay."3. Ratification of the appointment of the independent registered public accounting firm for fiscal year 2022.The Board of Directors recommends you vote FOR proposals 2 and 3.01) Sohail U. Ahmed02) Timothy M. Archer03) Eric K. Brandt04) Michael R. Cannon05) Catherine P. Lego06) Bethany J. Mayer07) Abhijit Y. Talwalkar08) Lih Shyng (Rick L.) Tsai09) Leslie F. VaronPlease sign exactly as your name(s) appear(s) in this card. When signing as attorney, executor, administrator, or other fiduciary, please give full title. Joint ownersshould each sign personally. For a Corporation, an authorized officer must sign. For a partnership, an authorized person must sign.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | LAM RESEARCH CORPORATION
| | | | For
All
| | Withhold
All
| | For All
Except
| | | | | | To withhold authority to vote for any individual
nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below.
| | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR all ten of the nominees listed in proposal 1:
| | | | | | | | | | | | | | | | | | | | | | | | | 1. Election of Directors
| | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | Nominees:
01) Martin B. Anstice 06) Young Bum (YB) Koh
| | | | | | | | | | | | | | | | | | | | | | | | | 02) Eric K. Brandt 07) Catherine P. Lego
| | | | | | | | | | | | | | | | | | | | | | | | | | | 03) Michael R. Cannon 08) Stephen G. Newberry
| | | | | | | | | | | | | | | | | | | | | | | | | 04) Youssef A. El-Mansy 09) Abhijit Y. Talwalkar
05) Christine A. Heckart 10) Lih Shyng (Rick L.) Tsai
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR proposals 2 and 4 and for 1 YEAR on proposal 3.
| | For | | Against | | Abstain | | | | | | | | | | For | | Against | | Abstain | | | | | | | | | | | | | | | | | | | | | | | 2. Advisory vote to approve the compensation of the named executive officers of Lam Research, or “Say on Pay.”
| | | | ☐ | | ☐ | | ☐ | | | | 4. | | Ratification of the appointment of the independent registered public accounting firm for fiscal year 2018. | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | 1 Year | | 2 Years | | 3 Years | | Abstain | | | | The Board of Directors recommends you vote AGAINST proposal 5. | | | | | | | | | | | | | | | | | 3. Advisory vote to approve the frequency of holding future stockholder advisory votes on our named executive officer compensation, or “Say on Frequency.”
| | ☐ | | ☐ | | ☐ | | ☐ | | | | 5.
| | Stockholder proposal, if properly presented at the annual meeting, regarding annual disclosure of EEO-1 data.
| | ☐
| | ☐
| | ☐
| | | | | | | | | | | | | | | | For address change/comments, mark here.
(see reverse for instructions)
| | ☐
| | | | NOTE:Other business that may properly come before the annual meeting (including any adjournment or postponement thereof) will be voted as the proxy holders deem advisable.
| | | | | | | | | | | | | | | | | | | | | | | | | | | Please indicate if you plan to attend this meeting.
| | | | ☐
Yes
| | ☐
No
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Please sign exactly as your name(s) appear(s) in this card. When signing as attorney, executor, administrator, or other fiduciary, please give full title. Joint owners should each sign personally. For a Corporation, an authorized officer must sign. For a partnership, an authorized person must sign.
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date
| | | | Signature (Joint Owners)
| | Date | | |
![[MISSING IMAGE: tm2120121d1-px_2lamresbw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-120221/tm2120121d1-px_2lamresbw.jpg) Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report Combined Document are available atwww.proxyvote.com. E32538-P95722-Z70509
| | | | | | | | | | | | | | | | | THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF LAM RESEARCH CORPORATION
IN CONJUNCTION WITH THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON NOVEMBER 8, 2017
The undersigned stockholder of LAM RESEARCH CORPORATION, a Delaware corporation (the “Company”), hereby (a) acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated September 28, 2017, and the 2017 Annual Report to Stockholders; (b) appoints Martin B. Anstice and George M. Schisler, Jr., or either of them, proxy holders and attorneys-in-fact, each with full power to designate substitutes, on behalf and in the name of the undersigned, to represent the undersigned at the 2017 Annual Meeting of Stockholders of LAM RESEARCH CORPORATION (and any adjournment(s) or postponement(s) of the Meeting) to be held on November 8, 2017 at 9:30 a.m., Pacific Standard Time, in the Building CA1 Auditorium at the principal executive offices of the Company located at 4650 Cushing Parkway, Fremont, California 94538, and (c) authorizes the proxy holders to vote all shares of Common Stock that the undersigned would be entitled to vote if personally present at the Meeting, on the matters set forth on the reverse side and, in their discretion, on any other matter(s) that may properly come before the Meeting or any adjournment(s) or postponement(s) of the Meeting.
This proxy will be voted as directed. If no contrary direction is indicated, the proxy will be voted FOR all ten of the director nominees listed in proposal 1, FOR the advisory vote to approve the compensation of the named executive officers of Lam Research, or “Say on Pay,” for 1 YEAR on the advisory vote to approve the frequency of holding future stockholder advisory votes on our named executive officer compensation, or “Say on Frequency,” and FOR the proposal to ratify the appointment of the independent registered public accounting firm for fiscal year 2018; AGAINST the stockholder proposal, if properly presented at the annual meeting, regarding annual disclosure of EEO-1 data; and as the proxy holders deem advisable, on any other matter(s) that may properly come before the meeting.
| | | | | | | Address change/comments:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (If you noted any address change/comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side
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www.proxyvote.com.D59677-P60955-Z80932 THIS PROXY IS SOLICITED ON BEHALF OF THEBOARD OF DIRECTORS OF LAM RESEARCH CORPORATIONIN CONJUNCTION WITH THE ANNUAL MEETINGOF STOCKHOLDERS TO BE HELD ON NOVEMBER 8, 2021The undersigned stockholder of LAM RESEARCH CORPORATION, a Delaware corporation (the "Company"), hereby (a) acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated September 28, 2021, and the 2021 Annual Report to Stockholders; (b) appoints Timothy M. Archer and George M. Schisler, Jr., or either of them, proxy holders andattorneys-in-fact, each with full power to designate substitutes, on behalf and in the name of the undersigned, to represent the undersigned at the 2021 Annual Meeting of Stockholders of LAM RESEARCH CORPORATION (and any adjournment(s) or postponement(s) of the Meeting) to be held on November 8, 2021 at 2:00 p.m., Pacific Standard Time, and (c) authorizes the proxy holders to vote all shares of Common Stock that the undersigned would be entitled to vote if personally present at the Meeting, on the matters set forth on the reverse side and, in their discretion, on any other matter(s) that may properly come before the Meeting or any adjournment(s) or postponement(s) of the Meeting.This proxy will be voted as directed. If no contrary direction is indicated, the proxy will be voted FOR all nine of the director nominees listed in proposal 1; FOR the advisory vote to approve the compensation of the named executive officers of Lam Research, or "Say on Pay;" FOR the proposal to ratify the appointment of the independent registered public accounting firm for fiscal year 2022; and as the proxy holders deem advisable, on any other matter(s) that may properly come before the meeting.Continued and to be signed on reverse side
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