UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Applied Materials, Inc.
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
Applied Materials, Inc.
Santa Clara, California 95054 (408) 727-5555 |
January 30, 202025, 2023
Dear Fellow Shareholders:
On behalf of the Board of Directors, we are pleased to invite you to attend Applied Materials’ 20202023 Annual Meeting of Shareholders, which will be held on Thursday, March 12, 2020,9, 2023, at 11:00 a.m. Pacific Time at our corporate offices at 3050 Bowers Avenue, Building 1, Santa Clara, California 95054.
We encourage you to read this Proxy Statement because it contains important information for voting your shares and sets forth how the Board oversaw your investment over the past year. This year’s Proxy Statement reflects our continued focus on our business strategy, an engaged and effective Board, sound corporate governance and executive compensation practices, our sustainabilityEnvironmental, Social, and corporate social responsibilityGovernance strategy, and our regular dialogue with and responsiveness to our shareholders.
Financial Performance and Business Strategy
In fiscal 2019,2022, Applied Materials delivered solid results inachieved record performance while continuing to navigate COVID-related restrictions, supply chain shortages, and a challenging market environmentgeopolitical and macroeconomic environment. Our revenues increased 12% and earnings per share increased 16% year-over-year.
As we look ahead, we remain very positive about our long-term growth opportunities. Semiconductors are the foundation of digital transformation that was shaped by down cycleswill affect nearly every sector of the global economy in both semiconductor and display equipment spending. Our broadthe coming years. Applied Materials has the industry’s broadest portfolio of products and technologies has helped make Applied a more resilient company that can perform wellenable improvements in a variety of conditions. We are carefully managingchip power, performance, area, cost, and time-to-market (PPACt™). Our highly differentiated materials engineering solutions accelerate our spending while increasing our R&D investments in new capabilitiescustomers’ technology roadmaps and products that put us in a great position for the future.
We maintain a positive long-term view of our markets as major newcreate exciting growth drivers emerge in the form of the Internet of Things (IoT), big data and artificial intelligence (AI). As the industry transitions to this new era of computing, there is a tremendous need for innovation in semiconductors and displays, and we believe this creates exciting opportunities for Applied.
Making Possible a Better Future
We remain focusedalso continued to make strong progress towards our 10-year sustainability roadmap, which we introduced in 2020. Our strategy considers our direct impact and how we run our business (1X), our industry’s impact and those of our customers and suppliers (100X), and how our technology can be used to advance sustainability on working closelya global scale (10,000X). Among our other achievements, we continued to increase our usage of renewable energy, reduce our operational greenhouse gas emissions in line with our customers2030 goals, strengthen our culture of inclusion, and accelerate sustainable innovation, including improving the energy efficiency and longevity of our products.
An Independent, Diverse and Experienced Board
We continue to accelerate their roadmapshave an active and bring technology breakthroughsongoing Board refreshment process, as a result of which we have added two new directors over the last three years, each of whom benefits Applied as the company continues to market.scale its operations to support future growth and furthers our Board’s commitment to maintain a composition that aligns with the Company’s evolving business and strategic needs. With a balance of tenures, a diversity of personal characteristics and experiences, and a range of skills – including relevant subject matter expertise – our Board is well-positioned to oversee Applied’s management team and support Applied’s long-term strategy.
Shareholder Engagement and Demonstrated Responsiveness
We are committed to effective corporate governance that is informed by our shareholders, promotes the long-term interests of our company and its shareholders, and strengthens the Board’s and management’s accountability.
We have a robust shareholder outreach program that focuses on governance, compensation, environmental and sustainability issues of interest to our shareholders. The outreach is a recurring, year-round effort, led by a cross-functional team that includes membersshareholders, particularly in the areas of our Investor Relations, Global Rewards, Diversitygovernance, compensation, environmental sustainability, and Inclusion, Environmental Healthhuman capital matters such as diversity and Safety and Legal functions, with participation of independent directors where appropriate.inclusion. Shareholder feedback continues to directly informsinform the Board’s decision-making on a variety of matters.
In responseimportant matters, and this Proxy Statement includes enhancements that are direct responses to the high level of shareholder support at last year’s annual meeting for a proposal for shareholder action by written consent, management and directors engaged in an extensive shareholder outreach to hear directly from our shareholders on their views on the topic. Feedback received was shared and discussed with the full Board. In response to the shareholder feedback and after careful consideration, the Board is submitting for shareholder approval an amendment and restatement of our Certificate of Incorporation to allow shareholder action by written consent.this feedback.
Thank you for your continued investment in and support of Applied Materials.
Sincerely,
Thomas J. Iannotti Chairman of the Board |
Gary E. Dickerson President and Chief Executive Officer |
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NOTICE OF
2020 ANNUAL MEETING OF SHAREHOLDERS
Thursday, March 12, 2020
at 11:00 a.m. Pacific Time
The 2020Notice of 2023 Annual Meeting of Shareholders of Applied Materials, Inc. will be held on Thursday, March 12, 2020, at 11:00 a.m. Pacific Time at our corporate offices at 3050 Bowers Avenue, Building 1, Santa Clara, California 95054.
When | Thursday, March 9, 2023 at 11:00 a.m. Pacific Time | |||||
| Where | Applied Materials, Inc., 3050 Bowers Avenue, Building 1, Santa Clara, California 95054 | ||||
Who Can Vote | Shareholders of record at the close of business on January 11, 2023 and holders of proxies for those shareholders |
Items of Business
1. To elect ten directors to serve for aone-year term and until their successors have been duly elected and qualified. |
2. To approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2022. |
3. To approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation. |
4. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2023. |
consider two shareholder proposals, if properly presented at the Annual Meeting. |
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Your vote is important to us. You may vote via the Internet or by telephone, or if you requested to receive printed proxy materials, by signing, dating, and returning your proxy card. If you are voting via the Internet or by telephone, your vote must be received by 11:59 p.m. Eastern Time on Wednesday, March 11, 2020.8, 2023. For specific voting instructions, please refer to the information provided in the following Proxy Statement, together with your proxy card or the voting instructions you receive bye-mail or that are provided via the Internet.
If you received a Notice of Internet Availability of Proxy Materials on how to access the proxy materials via the Internet, a proxy card was not sent to you, and you may vote only via the Internet, unless you have requested a paper copy of the proxy materials, in which case, you may also vote by telephone or by signing, dating, and returning your proxy card. Shares cannot be voted by marking, writing on, and returning the Notice of Internet Availability. Any Notices of Internet Availability that are returned will not be counted as votes. Instructions for requesting a paper copy of the proxy materials are set forth on the Notice of Internet Availability.
By Order of the Board of Directors
Teri A. Little Senior Vice President, Chief Legal Officer and Corporate Secretary |
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Santa Clara, California
January 30, 202025, 2023
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on March 12, 2020: 9, 2023: The Proxy Statement and Annual Report to Shareholders are available at www.proxyvote.com.www.proxyvote.com.
TABLE OF CONTENTSTable of Contents
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Board and Corporate Governance Practices | |||||
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Stock Ownership Information | |||||
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Compensation Discussion and Analysis | |||||
Reconciliation ofnon-GAAP adjusted financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found in Appendix A.
Cautionary Note Regarding Forward-Looking Statements
This Proxy Statement contains forward-looking statements, including those regarding anticipated growth and trends in our businesses and markets, industry outlooks market share,and demand drivers, technology transitions, our business, strategies and financial performance, our investment and growth strategies, our development of new products and technologies, our sustainability goals and capabilities,commitments, and other statements that are not historical fact, and actual results could differ materially. Risk factors that could cause actual results to differ are set forth in the “Risk Factors” section of, and elsewhere in, our 20192022 Annual Report on Form10-K and other filings with the Securities and Exchange Commission. All forward-looking statements are based on management’s estimates, projections, and assumptions as of the date hereof, and Applied Materials undertakeswe undertake no obligation to update any such statements.
2020 PROXY STATEMENT SUMMARYProxy Statement Summary
2020 PROXY STATEMENT SUMMARY2023 Proxy Statement Summary
Your proxy is being solicited on behalf of the Board of Directors of Applied Materials, Inc. We are making this Proxy Statement available to shareholders beginning on January 30, 2020.25, 2023. This summary highlights information contained in detail elsewhere in this Proxy Statement. We encourage you to read the entire Proxy Statement for more information prior to voting.
Annual Meeting of Shareholders
Date and Time: | March | |
Location: | Applied Materials, Inc., 3050 Bowers Avenue, Building 1, Santa Clara, California | |
Record Date: | January | |
Voting: | Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. | |
Attendance: | Shareholders and their duly appointed proxies may attend the meeting. |
Proposals and Board Recommendations
For More Information | Board Recommendation | |||||||||
| Pages 1 to | FOR each Nominee | ||||||||
Rani Borkar | Gary E. Dickerson | Yvonne McGill | ||||||||
Judy Bruner |
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Xun (Eric) Chen |
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Aart J. de Geus
| Alexander A. Karsner
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| Page | FOR | ||||||||
Approval, on an advisory basis, of the compensation of our named executive officers for fiscal year | ||||||||||
PROPOSAL 3 – Frequency of Vote on Executive Compensation | Page 67 | |||||||||
FOR every ONE year | ||||||||||
Approval, on an advisory basis, of the frequency of holding an advisory vote on executive compensation | ||||||||||
| Page | FOR | ||||||||
Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year | ||||||||||
PROPOSAL 5 – Shareholder Proposal | Pages | |||||||||
| AGAINST | |||||||||
Shareholder proposal requesting that the Board take steps to give the owners of 10% of our outstanding common stock the power to call a special shareholder meeting | ||||||||||
PROPOSAL 6 – Shareholder Proposal Regarding Executive Compensation Program and Policy | Pages 74 to 75 | AGAINST | ||||||||
Shareholder proposal to improve the executive compensation program and policy to include the CEO pay ratio factor |
Applied Materials, Inc. i
Name and Occupation | Age | Director Since | Independent | Committees | ||||
Judy Bruner |
61 |
2016 |
✓ |
Governance (Chair) | ||||
Executive Vice President, Administration and Chief
| Audit
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Xun (Eric) Chen |
50 |
2015 |
✓ |
Compensation | ||||
Managing Partner, SB Investment Advisers (US), Inc.
| Strategy
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Aart J. de Geus |
65 |
2007 |
✓ |
Strategy (Chair) | ||||
Chairman of the Board of Directors,Co-Chief Executive
| Investment
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Gary E. Dickerson |
62 |
2013 | ||||||
President and Chief Executive Officer, Applied Materials, Inc. | ||||||||
Stephen R. Forrest |
69 |
2008 |
✓ |
Audit | ||||
Professor of Electrical Engineering & Computer Science,
| Strategy Investment
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Thomas J. Iannotti |
63 |
2005 |
✓ |
Compensation (Chair) | ||||
Senior Vice President and General Manager, Enterprise
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Alexander A. Karsner |
52 |
2008 |
✓ |
Compensation | ||||
Senior Strategist, X
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Adrianna C. Ma |
46 |
2015 |
✓ |
Investment (Chair) | ||||
Managing Partner, Haleakala Holdings LLC | Audit Governance
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Yvonne McGill |
52 |
2019 |
✓ |
Audit | ||||
Chief Financial Officer, Senior Vice President, Infrastructure Solutions Group and Global Financial Planning and Analysis, Dell Technologies
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Scott A. McGregor |
63 |
2018 |
✓ |
Audit | ||||
President and Chief Executive Officer, Broadcom Corporation (retired)
| Strategy
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ii 2020 Proxy Statement
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | i |
2020 PROXY STATEMENT SUMMARY Proxy Statement Summary
Name and Occupation | Age | Director Since | Independent | Committees | ||||
Rani Borkar Corporate Vice President, Azure Hardware Systems and Infrastructure, Microsoft Corporation | 61 | 2020 | Compensation Strategy and Investment | |||||
Judy Bruner Executive Vice President, Administration and Chief Financial Officer, SanDisk Corporation (retired) | 64 | 2016 | Audit (Chair) Governance (Chair) | |||||
Xun (Eric) Chen Managing Partner, SB Investment Advisers | 53 | 2015 | Compensation Strategy and Investment | |||||
Aart J. de Geus Chairman of the Board of Directors, Chief Executive Officer, Synopsys, Inc. | 68 | 2007 |
| Strategy and Investment | ||||
Gary E. Dickerson President and Chief Executive Officer, Applied Materials, Inc. | 65 | 2013 |
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Thomas J. Iannotti Senior Vice President and General Manager, Enterprise Services, Hewlett-Packard Company (retired) | 66 | 2005 | Compensation (Chair) | |||||
Alexander A. Karsner Senior Strategist, X (parent company: Alphabet Inc.) | 55 | 2008 | Compensation Governance | |||||
Kevin P. March Senior Vice President, Chief Financial Officer, Texas Instruments, Incorporated (retired) | 65 | 2022 | Audit | |||||
Yvonne McGill Senior Vice President, Corporate Controller and Infrastructure Solutions Group Chief Financial Officer, Dell Technologies, Inc. | 55 | 2019 | Audit Governance | |||||
Scott A. McGregor President and Chief Executive Officer, Broadcom Corporation (retired) | 66 | 2018 | Strategy and Investment (Chair) Audit |
ii | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Proxy Statement Summary
Board Practices and Composition
Ensuring the Board is composed of directors who possess a wide variety of relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of shareholders is a top priority of the Board and the Corporate Governance and Nominating Committee.Committee (the “Governance Committee”). Our Board composition reflects strong Board practices that support regular refreshment based on our board needs, evolving strategy, and proactive succession planning.
Director Nominee Expertise
Key Attributes
* Ethnically diverse means a director who self-identifies as one or more of the following (defined by Nasdaq as an Underrepresented Minority): Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native or Native Hawaiian or Pacific Islander.
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | | ||
Proxy Statement Summary
Semiconductor Industry & Technology Financial and Accounting Global Business Strategy and Innovation Operations and Infrastructure Government Policy M&A and Organizational Growth Risk Management Public Company Board Experience Executive Leadership Independence 9 of 10 director nominees are independent Diversity 40% of director nominees are ethnically and/or gender diverse 30% are female 20% are ethnically diverse Tenure 2 directors added to Board over last 2 years > 10 years tenure 4-10 years tenure 0-4 years tenure 4 directors 3 directors 3 directors
Board Practices Support Thoughtful Board Composition
Board Composition to Support Company Strategy |
The Board and the
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Policy on Board Diversity |
The Board is committed to having a Board that reflects diverse perspectives, including those based on gender, ethnicity, skills, experience at policy-making levels in areas that are relevant to the Company’s global activities, and functional, geographic, or cultural background. The Board has adopted a Policy on Board Diversity as part of its Corporate Governance Guidelines, which highlights its commitment to actively seek out women and ethnically diverse director candidates.
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Annual Board Evaluations |
The Board conducts an annual self-assessment of the Board, Board Committees, and individual directors to evaluate effectiveness.
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Board Refreshment |
The Board believes the fresh perspectives brought by new directors are critical to a forward-looking and strategic Board when appropriately balanced by the deep understanding of Applied’s business provided by longer-serving directors.
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Director Succession Planning |
The |
Applied Materials, Inc. iii
We are committed to effective corporate governance that is informed by our shareholders, promotes the long-term interests of our shareholders, and strengthens Board and management accountability.
Governance Highlights
| Annual Election of Directors | |
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Robust Board Succession Planning | ||
Policy on Board Diversity | ||
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Shareholder Right to Call a Special Meeting |
Shareholder Right to Act by Written Consent | ||
Shareholder Proxy Access | ||
No Poison Pill | ||
No Supermajority Vote Requirements | ||
Majority Voting for Directors | ||
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iv | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Proxy Statement Summary
Shareholder Engagement
We believe that strong corporate governance should include regular engagement with our shareholders to enable us to understand and respond to shareholder concerns. We have a robust shareholder outreach program led by a cross-functional team that includes members of our Investor Relations, Global Rewards, Diversity and Inclusion, Environmental Health and SafetyESG, and Legal functions. Independent members of our Board are also involved, as appropriate. In the fall, we proactively solicit feedback on our executive compensation program, corporate governance practices, and sustainability and inclusiondiversity and diversityinclusion initiatives, as well as any matters voted on at our prior annual meeting. After the filing of our proxy statement, we engage again with our shareholders about important topics to be addressed at our annual meeting. Following our annual meeting, weour Human Resources and Compensation Committee (the “HRCC”) and Governance Committee review the results of the meeting and investor feedback, as well as evaluate emerging trends in corporate governance and other areas. We share feedback we receive from our shareholders with the Human Resources and Compensation Committee, Corporate Governance and Nominating Committee, and the full Board. Shareholder input is then factored into the Board’s decision-making. See “Shareholder Engagement”“Shareholder Engagement” on page 1322 for more information.
In response to the high level of shareholder support at last year’s annual meeting for the proposal on shareholder action by written consent, this year, we also engaged in extensive shareholder outreach to hear directly from our shareholders on their views on shareholder action by written consent, as well as our existing special meeting process. Some of our independent directors participated in the outreach with several of our shareholders. Feedback received from the shareholders was shared and discussed with the Board. See “Shareholder Engagement” on page 13 for more information.
iv 2020 Proxy Statement
2020 PROXY STATEMENT SUMMARY
Company Overview
Applied Materials is the leader in the materials engineering solutions used to produce virtually every new chip and advanced display in the world. Our expertise in modifying materials at atomic levels and on an industrial scale enables customers to transform possibilities into reality. At Applied Materials, our innovations make possible the technology shaping the future.Make Possible® a Better Future.
We develop, design, produce and service semiconductor and display equipment for manufacturers that sell into highly competitive and rapidly changing end markets. Our competitive positioning is driven by the ability of our abilitytalented workforce to identify major technology inflections early, and to develop highly differentiated materials engineering solutions for our customers to enable those technology inflections. Through our broad portfolio of products, technologies and technologies,services, innovation leadership and focused investments in research and development, we are enabling our customers’ success and creating significant value for our shareholders. Applied’s ability to hire, develop and retain a world-class global workforce is based on our commitment to creating a Culture of Inclusion that embraces different backgrounds, perspectives, and experiences to build stronger, more resilient teams. Consistent with our core values, we enable our employees to do their best work by providing quality training, learning and career development opportunities; promoting diversity, equity and a connected and inclusive culture; and upholding a high standard of ethics and respect for human rights.
In addition to our other accomplishments, we continue to make strong progress towards our 10-year road map for environmental and social responsibility, which we introduced in 2020. At Applied, making a positive contribution is at the foundation of our culture and our vision to Make Possible® a Better Future. Our 1x, 100x and 10,000x sustainability framework refers to the holistic goals and commitments we’ve set for our operations, how we work with customers and suppliers, and how our technology can be used to advance sustainability on a global scale. More details of Applied’s ESG vision and strategy, including a copy of the Company’s most recent Sustainability Report, can be found at https://www.appliedmaterials.com/company/corporate-responsibility.
2019Our Performance Highlights
Over the past several years, our broad portfolio of products and services has made Applied a more resilient company that can perform well in a variety of conditions.market environments. In 2019,2022, we delivered solidstrong financial performance against very aggressive targets inwhile navigating COVID-related restrictions, supply chain shortages and a challenging market environment that was affected by down cycles in both memorygeopolitical and display equipment spending.macroeconomic environment. Key highlights include:
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Proxy Statement Summary
Highlights of five-year performance achievements across key financial measures
Non-GAAP adjusted operating margin andnon-GAAP adjusted EPS are performance targets under our bonuslong-term incentive and long-term incentivebonus plans. See Appendix A fornon-GAAP reconciliations.
Key financial highlights for our reporting segments in fiscal 2022 include the following:
» | Semiconductor Systems segment: we delivered record annual revenue of $18.8 billion. |
Applied Materials, Inc. v
» | Applied Global Services segment: we grew revenue to a record $5.5 billion, and over the past 12 months, we increased the number of installed base tools by 8% and the number of tools covered by comprehensive long-term service agreements by 16%. |
» | Display and Adjacent Markets segment: we delivered revenue of $1.3 billion and maintained profitability during an industry down cycle. |
Strategic and Operational Highlights
We believeApplied’s strategy is to deliver highly differentiated materials engineering products and services that enable major technology inflections and drive our customers’ success.
Semiconductors are at the electronics industry is in a periodfoundation of transition as major new growth drivers emerge in the formdigital transformation that will affect almost every sector of the economy over the coming years. Long-term megatrends including the Internet of Things (IoT), big data and artificial intelligence (AI). In fiscal 2019, we continued are fueling a new era of growth for semiconductors and driving the need for next-generation silicon technologies. Applied Materials has focused its strategy and investments to focus on initiativesdeliver innovations that will help accelerate our customers’ roadmaps and put Appliedimprovements in the best position for the future.power, performance, area, cost, and time-to-market (PPACt™) of semiconductor devices. Key highlightsstrategic and operational accomplishments during fiscal 2022 include:
We |
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vi | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Proxy Statement Summary
» | We strengthened our capabilities for advanced packaging, which helps chipmakers achieve improvements in PPACt, and where Applied has grown its equipment business to |
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Total Shareholder Return Performance
In fiscal 2022, our total shareholder return performance was negatively impacted by global macro-economic conditions, including monetary tightening measures taken by central banks around the world to address inflation as well as industry headwinds, including trade restrictions on sales of a subset of our products to customers in China. However, as shown below, for the five year period beginning with fiscal 2018 Applied has substantially outperformed the S&P 500 Index, reflecting the company’s ability to create unique and innovative materials engineering solutions that accelerate its customers’ technology roadmaps.
Fiscal 2018 – Fiscal 2022 Total Shareholder Return vs. S&P 500 and Proxy Peers1
1 | Reflects results from October 30, 2017 through October 30, 2022. Proxy peer data reflects companies set forth on page 42, weighted by market capitalization. |
Key Compensation Actions
Performance-Based Compensation Decisions.The Human Resources and Compensation Committee (“HRCC”)HRCC approved an aggressive set of scorecard targetsperformance goals for the executive officers for fiscal 2019,2022, including financial targets above any levels that would represent record performance for Applied, had achieved in the past, as well as equally challenging operational targets. Although the aggressive targets resulted in below-target bonus payments, the Company expects to see market share growth for calendar year 2019 and also made significant progress on long-term growth initiatives.
During fiscal 2019,2022, Applied delivered solidexceptional financial and operational performanceresults in a challenging environment and made meaningful progress towards our long-term strategic goals that areremain focused on enabling strong longer-term revenue and EPS growth; however,growth. However, given an unprecedented set of challenges, including supply chain constraints and new export control regulations, the results were below aggressively set targets. Accordingly,Company did not meet some of its stretch objectives for the year, resulting in bonus payouts to ourfor the executive officers that were, on average, below target bonus amounts. target. No adjustments were made during the year to the performance goals or to the Company’s results in determining incentive payouts.
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | vii |
Proxy Statement Summary
As part of our multi-year incentive program, for the period of 2017 to 2019,fiscal 2020 through 2022, the HRCC approved aggressive goals fornon-GAAP adjusted operating margin and wafer fabrication equipment (“WFE”) market share.relative total shareholder return. The results for this three-year performance period were abovemeaningfully exceeded target, resulting in above target levelabove-target vesting of performance share unit awards for our executive officers.
Chief Financial Officer Transition. In March 2022, we welcomed our new Chief Financial Officer, Brice Hill, who brings extensive experience in semiconductor devices, manufacturing and computing from the edge to the cloud. Mr. Hill was previously the Executive Vice President and CFO of Xilinx through its acquisition by Advanced Micro Devices, Inc. Prior to that, he worked at Intel Corporation for more than two decades, including as Chief Financial Officer and Chief Operating Officer of the Technology, Systems and Core Engineering Group, responsible for Intel’s manufacturing, R&D and product engineering. In connection with hiring Mr. Hill, the HRCC approved a new-hire compensation package structured to provide appropriate incentives for him to join Applied, but not intended to represent ongoing compensation for his role. Concurrent with Mr. Hill’s appointment to the CFO role, Robert J. Halliday, who served as Applied’s interim CFO since September 2021, resumed his prior role as Corporate Vice President and Advisor. Mr. Halliday’s compensation, as shown on page x, reflected the interim nature of his service as CFO.
Applied Global Services Leadership Transition. In August 2022, we announced the decision by Ali Salehpour, our former Senior Vice President, Services, Display and Flexible Technology, to retire from the Company. Mr. Salehpour remained with Applied until January 2023 as Advisor to the Company’s Chief Executive Officer to ensure a smooth transition of his role and responsibilities.
Following Mr. Salehpour’s announcement, Timothy M. Deane was appointed as head of the Applied Global Services (“AGS”) organization, leading the services business supporting customers in all market segments. Mr. Deane has been with Applied since 1995, most recently as the head of Field Operations and Business Management for the Semiconductor Products Group. The structure and amount of Mr. Deane’s compensation for fiscal 2022 primarily reflects his prior role.
vi 2020 Proxy Statement
viii | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
2020 PROXY STATEMENT SUMMARY Proxy Statement Summary
Stock Price Performance
In fiscal 2019, our stock price performance reflected steady market optimism, particularly in the second half of the year, as the semiconductor market environment showed early signs of strength in foundry and logic spending, and continued reduction in memory inventory levels. Over the past five years, Applied has outperformed the S&P 500 Index, as shown below. In addition, Applied outperformed peers by over 40% in fiscal 2019.
FY2015 – FY2019 Total Shareholder Return vs. Key Peers
Applied Materials, Inc. vii
Primary Compensation Elements and Executive Compensation Highlights for Fiscal 20192022
The primary elements of our compensation program consist ofare base salary, annual incentive bonuses and long-term incentive awards. Other elements of compensation include a 401(k) savings plan, deferred compensation benefits and other benefits programs that are generally available to all employees. Primary elements and highlights of our fiscal 20192022 compensation program for our NEOs (except for Messrs. Hill, Deane and Halliday) were as follows:
Element of Pay | Structure | Highlights | |||||||||||||||||||||||||||
Base Salary (see page |
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»Reviewed annually and adjusted
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Annual Incentive Bonuses (see page |
| »Variable cash compensation
»Based on performance
» Includes assessment of the Company’s progress towards ESG goals »Financial andnon-financial metrics provide a comprehensive assessment of executive performance
»Performance metrics evaluated annually
»NEO annual incentives determined through a three-step performance
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»The initial
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Long-Term Incentives (see page |
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»PSUs vest based 50% on achievement of
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»The target
»Non-GAAP adjusted operating margin is a key measure of our Company’s long-term success
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viii 2020 Proxy Statement
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | ix |
2020 PROXY STATEMENT SUMMARY Proxy Statement Summary
Pay Mix
In fiscal 2019,2022, a significant portion of our executiveexecutives’ compensation consisted of variable compensation and long-term incentives. As illustrated below, 92%95% of CEO compensation for fiscal 2019 comprised2022 consisted of variable compensation elements, and 84%88% of CEO overall compensation was delivered in equitylong-term incentive awards with multi-year vesting.
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CEO | All Other NEOs2 | |
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84% Long-Term Incentives 92% Variable Compensation 76% Long-Term Incentives 87% Variable Compensation
1 | Represents total direct compensation for fiscal 2022, including the grant date fair value of annual long-term incentive awards. |
1 Represents total direct compensation for FY2019
2 | Excludes Messrs. Hill, Deane and Halliday, whose fiscal 2022 compensation is not representative of ongoing NEO compensation. |
Summary of 20192022 Total Direct Compensation
The following table summarizes elements of annual total direct compensation for our NEOs for fiscal 2019,2022, consisting of (1) base salary, (2) actual annual incentive bonus payout and (3) long-term incentive awards (the grant date fair value of stock awards). This table excludes amounts not considered by the HRCC to be reflective of ongoing annual total direct compensation, such as: (a) the value of a sign-on bonus and a new-hire long-term incentive award for Mr. Hill, (b) the value of special RSU awards granted to Mr. Deane in December 2021 and upon his appointment as head of AGS in September 2022, (c) the value of a cash payment awarded to Mr. Halliday in recognition of his successful term as interim CFO and (d) certain other amounts required by the SEC to be reported in the Summary Compensation Table (see page 4158 of this Proxy Statement).
Name and Principal Position | Salary ($) | Annual ($) | Annual ($) | Total ($) | ||||||||||||
Gary E. Dickerson |
| 1,024,808 |
|
| 1,133,000 |
|
| 11,696,506 |
|
| 13,854,314 |
| ||||
President and Chief Executive Officer | ||||||||||||||||
Daniel J. Durn |
| 620,673 |
|
| 580,078 |
|
| 3,931,029 |
|
| 5,131,780 |
| ||||
Senior Vice President, Chief Financial Officer | ||||||||||||||||
Ali Salehpour |
| 620,673 |
|
| 411,750 |
|
| 3,931,029 |
|
| 4,963,452 |
| ||||
Senior Vice President, Services, Display and Flexible Technology | ||||||||||||||||
Prabu G. Raja |
| 564,058 |
|
| 430,948 |
|
| 2,892,132 |
|
| 3,887,138 |
| ||||
Senior Vice President, Semiconductor Products Group | ||||||||||||||||
Steve G. Ghanayem |
| 564,058 |
|
| 497,543 |
|
| 2,892,132 |
|
| 3,953,733 |
| ||||
Senior Vice President, New Markets and Alliances Group |
Name and Principal Position | Salary ($) | Annual ($) | Annual ($) | Total ($) | ||||||||||||
Gary E. Dickerson President and Chief Executive Officer | 1,030,000 | 1,358,055 | 17,783,334 | 20,171,389 | ||||||||||||
Brice Hill (1) Senior Vice President, Chief Financial Officer and Enterprise Enablement Group | 441,346 | 523,723 | — | 965,069 | ||||||||||||
Prabu G. Raja Senior Vice President, Semiconductor Products Group | 679,615 | 819,791 | 5,372,622 | 6,872,028 | ||||||||||||
Omkaram Nalamasu Senior Vice President, Chief Technology Officer | 592,308 | 568,080 | 3,727,899 | 4,888,287 | ||||||||||||
Timothy M. Deane (2) Group Vice President, Applied Global Services | 433,350 | 412,458 | 860,734 | 1,706,542 | ||||||||||||
Robert J. Halliday (3) Corporate Vice President, Advisor; Former Interim Chief Financial Officer | 409,231 | 435,325 | — | 844,556 | ||||||||||||
Ali Salehpour (4) Former Senior Vice President, Services, Display and Flexible Technology | 653,461 | 630,028 | 4,577,886 | 5,861,375 |
Applied Materials, Inc. ix
x | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Proxy Statement Summary
(1) | Mr. Hill joined Applied in March 2022. The base salary and annual incentive bonus shown for Mr. Hill are prorated based on his partial-year service during fiscal 2022. Amounts shown exclude a new-hire RSU award with grant date fair value of $8,351,018 and a sign-on bonus of $2,000,000. Mr. Hill did not receive an annual long-term incentive award in fiscal 2022. |
(2) | Mr. Deane’s compensation for fiscal 2022 primarily reflects service in his prior role. Amounts shown exclude an RSU award granted in December 2021 with grant date fair value of $981,171 and an RSU award granted in September 2022 upon his appointment as head of AGS with grant date fair value of $965,215. |
(3) | Mr. Halliday served as interim CFO until resuming his role as Corporate Vice President and Advisor upon Mr. Hill’s appointment as CFO in March 2022. The base salary and annual incentive bonus shown are prorated for service in, and compensation for, those roles. Amounts shown exclude a cash payment of $2,150,000 in recognition of Mr. Halliday’s successful service as the Company’s interim CFO. |
(4) | Mr. Salehpour retired from Applied in January 2023. RSU and PSU awards that were unvested at the time of Mr. Salehpour’s departure will vest consistent with the terms for a qualifying retirement under his existing award agreements. |
Pay and Performance
The HRCC approvessets aggressive performance goals for the CEO as well asand for the entire executive leadership team. As a result, despite outstandingExecutive Leadership Team. The following chart shows the connection between Applied’s TSR growth fromand the total direct compensation for our CEO over the last five fiscal 2015 through 2019,years. During this period, our shareholder returns significantly outpaced the increase in our CEO’s total direct compensation has remained essentially flat over the same period.compensation.
(1) |
|
(2) |
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x 2020 Proxy Statement
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | xi |
2020 PROXY STATEMENT SUMMARY Proxy Statement Summary
Sustainability and Corporate Social ResponsibilityOur Commitment to ESG
Our Approach
Applied is committed to growing ourits business in a sustainable and socially responsible manner. We are focusing our resources and capabilities on addressing the sweeping technological challenges in the era of Artificial Intelligence and big data, and working with our customers and suppliers to build a safer, more equitable, and sustainable future.
At the heart of Applied’s values is a commitment to operate with responsibility and integrity while making a positive contributioncontributions to our industry and the world around us. To drive change and innovation, we are making investments toinvest in our research and development, our operations, our supply chain, and to our interactions with our local communities. We are committed to advancing sustainability, not only through improvements in our own operations but also through investing in technological innovation. We are also committed to transparency and have aligned our disclosures and objectives with the United Nations Sustainable Development Goals and leading Environmental, Social, and Governance reporting standards and frameworks such as those developed by the Sustainability Accounting Standards Board (SASB), Global Reporting Initiative (GRI), Task Force on Climate-related Financial Disclosure (TCFD) and CDP (formerly the Carbon Disclosure Project).
To learn more about Applied’s approach to sustainability, please refer to our annually published Sustainability Report, which can be found at https://www.appliedmaterials.com/company/corporate-responsibility.
Sustainability Framework
Our sustainability framework covers our direct impact and the impact of our value chain (customers and suppliers), as well as how we can advance sustainability on a global scale. Our 10-year sustainability strategy, which we introduced in 2020, considers the magnitude of our opportunities, including social and environmental impacts in our operations (1X), how we work with customers and suppliers (100X), and how our technology can be used to advance sustainability on a global scale (10,000X).
xii | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Proxy Statement Summary
Our Sustainability Strategy, Initiatives and Commitments
Lead with Purpose through a values-based approach | Invest in People to build a deep-rooted Culture of | |||||||
» Our immediate priority is to protect the health and safety of our workers, customers, and neighboring communities. In response to the continuing uncertainty and disruptions of the COVID-19 crisis, our business continuity teams directed a comprehensive response across all the regions where we operate. » We worked alongside governments and trade associations to keep critical facilities operating and to minimize global supply chain disruptions. » We engaged a third-party partner to conduct an equity audit of our community involvement and investments to identify and proactively address unintentional barriers arising from bias, norms, or systemic structures. Building on the outcomes of this audit, we made a public declaration to center our community investments in equity. » We furthered our strong stance on corporate governance by continuing to sharpen our governance policies and procedures to protect our business and stakeholders amid evolving global threats. | » We value diversity of thought, race, ethnicity, national origin, gender, gender identity, sexual orientation, age, culture and expertise because they strengthen our business and power the innovations that define our enterprise. » Amid complex social challenges, we continued to implement our multiyear strategy to foster a meaningful Culture of Inclusion that helps address systemic race and gender barriers with the objective to become the destination employer in our industry. » We implemented and enlisted our leadership group in an inclusive leadership program that is designed to raise consciousness and strengthen cultural competency. » Our commitment to invest in Applied’s people is underpinned by goals to increase women’s representation at Applied globally and in the U.S., increase underrepresented minorities’ representation in our U.S. workforce, and maintain ambitious occupational health and safety total case incident rates (TCIR). » We implemented a new alternative workplace location process, enabling flexibility for our employees when personal circumstances arise. » Our commitment to protecting human rights was furthered by our first human rights salience assessment, building on our Human Rights Statement of Principles published in 2021. | |||||||
Protect our Planet by respecting the Earth’s finite | Innovate for Progress to empower transformative | |||||||
» We have the opportunity to accelerate the sustainable transformation of our industry and of worldwide technology use. We have achieved our goal of 100% renewable electricity in the U.S., primarily through a virtual power purchase agreement (VPPA) in White Mesa, Texas. » Our recent work to quantify our 2019 Scope 3 emissions inventory enabled Applied to set science-based targets in alignment with the Paris Climate Agreement. » Our commitment to protect the planet is underpinned by goals to move to 100% renewable electricity and reduce our Scope 1 and 2 CO2 emissions by 50% by 2030 (as compared to our 2019 baseline). | » We are taking an end-to-end, data-driven approach to identify opportunities to innovate across our full network of manufacturing, logistics, and supply chain—and focusing where we can have the greatest impact. » Our commitment to innovate for progress is underpinned by our 3x30 goals pertaining to energy consumption, chemical consumption and tool footprint for semiconductor products. » Our Supply Chain Certification for Environmental and Social Sustainability (SuCCESS2030) initiative offers training and resources to help our suppliers deliver on our ESG expectations, and we conduct periodic supplier audits and assessments to verify their compliance. » We are investing in more sustainable and right-sized packaging solutions that use less material and have multiple useful lives. |
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | xiii |
Proxy Statement Summary
For more information on Applied’s recent progress toward meeting the goals underpinning our sustainability strategy, please refer to our 2021 Sustainability Report available at https://www.appliedmaterials.com/company/corporate-responsibility.
Our 2022 ESG Accomplishments
To ensure that Applied is able to meet its ambitious long-term ESG goals, we established a set of interim objectives for fiscal 2022. As described in more detail on page 46, the Company’s level of achievement of these objectives was added to the corporate scorecard, which informs bonus payouts for our executive officers. As the world continued to adapt to the impacts of COVID-19 and global supply chain disruptions challenged the resilience of every industry, Applied made strong progress toward our 10-year sustainability roadmap, which we introduced in 2020. Key achievements included that we:
| Reduced our Scope 1 and 2 emissions, achieved our goal of 100% renewable electricity in the U.S. and remained on track to achieve our 2030 environmental goals |
| Quantified our Scope 3 emissions inventory for semiconductor products for our 2019 baseline and reported our carbon impact and risks in-line with the TCFD | |||
| Established Scope 1, 2 and 3 science-based targets, with SBTi ratification expected by mid-2023 |
| Joined the Semiconductor Climate Consortium, which aims to accelerate reduction of greenhouse gas emissions across the semiconductor value chain, as well as the RE100, a global initiative bringing together large businesses committed to 100% renewable electricity | |||
| Advanced our 3x30 and SuCCESS2030 goals, including accelerating sustainable innovation, improving the longevity of our products, and enabling our suppliers to better meet our ESG expectations |
| Strengthened our Culture of Inclusion by providing comprehensive diversity training to all senior leaders and a majority of employees worldwide and increased the representation of women and underrepresented minorities at Applied | |||
| Conducted our first human rights salience assessment, which builds on our Human Rights Statement of Principles |
| Completed an equity audit of our community involvement and investments, and committed to put equity at the center of all future community engagements |
Sustainability and Corporate Social Responsibility GovernanceESG Oversight and Management
Our Board and management actively oversee sustainability matters to foster accountability. The Board’s Governance Committee oversees the Company’s overall ESG strategy, policies, and performance. We have established executive leadership of a company-wide strategy on environmental, social and governance (ESG)ESG matters and reporting and are focused on integrating sustainability into our operations and company culture through initiatives aligned to company strategy that address a broad set of stakeholders, including shareholders, customers, employees, suppliers, governments, and our local communities.
Our ESG Leadership Council, which includes leaders from across all of Applied’s ESG-focused delivery teams, oversees implementation of our ESG strategy. To ensure accountability, the Council regularly reports progress to Applied’s Executive Leadership Team as part of the strategic review process, and quarterly to the Governance Committee. The Council is supported by employees and leaders from across all business units and functions that are responsible for delivering progress toward our ESG strategy. Our Senior Director of ESG, Corporate Sustainability and Reporting leads the Council and ESG efforts across our business and has primary responsibility for the quarterly reports to the Governance Committee and Executive Leadership Team. The Governance Committee’s ESG oversight process also includes presentations by internal and third-party experts to discuss topics such as renewable energy, the ESG data assurance process, our 3x30 program and other relevant topics.
Our Environmental, Health, and Safety (“EHS”) organization is dedicated to maintaining a safe and healthful working environment, demonstrating environmental leadership, and meeting or exceeding regulatory compliance. The Head of EHS also reports directly to the Board of DirectorsGovernance Committee on a quarterly basis and provides a morein-depth environmental and sustainability update to the Audit Committee on an annual basis.
We have a team fully dedicated to supporting our work in designing a culture of inclusion, and ourthe HRCC oversees our corporate culture and human capital management programs, including our diversity and inclusion practices and initiatives. The HRCC approved the ESG objectives for our annual bonus program to incentivize our leadership team to improve employee safety, engagement and learning and development, to promote a culture of inclusion and to accelerate the representation of women and underrepresented minorities inmaintain progress toward all our workforce. Further details and data on our sustainability and corporate social responsibility practices and accomplishments can be found in our annually published Corporate Social Responsibility Report.
We believe that investing in our people, in our communities, and in operating our business sustainably will drive long-term value for Applied and its shareholders. These three pillars, as described below, provide the framework by which we manage our key initiatives:
Sustainability
People
Community
Applied Materials, Inc. xi
Key Initiatives2030 ESG goals.
|
| |
| APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | ||
|
|
xii 2020 Proxy Statement
PROPOSAL 1—ELECTION OF DIRECTORS1 – Election of Directors
Proxy Statement
PROXY STATEMENT
PROPOSAL 1—ELECTION OF DIRECTORS1 – Election of Directors
Applied’s Board of Directors is elected each year at the Annual Meeting of Shareholders. Applied currently has 11 directors. Dennis D. Powell is retiring from the Board, and hisAdrianna C. Ma’s service on our Board will end upon completion of hisher current term in March 2020.2023. The Board has authorized a reduction in the size of the Board from 11 to ten directors, effective upon the election of directors at the Annual Meeting. Upon the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated the ten individuals listed below for election at the Annual Meeting, each of whom currently serves as a director of Applied. These nominees bring a wide variety of relevant skills, professional experience, and backgrounds, as well as diverse viewpoints and perspectives to represent the long-term interests of shareholders and to fulfill the leadership and oversight responsibilities of the Board.
If any nominee listed below becomes unable to stand for election at the Annual Meeting, the persons named as proxies may vote for any person designated by the Board to replace the nominee. Alternatively, the proxies may vote for the remaining nominees and leave a vacancy that the Board may fill later, or the Board may reduce the authorized number of directors. As of the date of this Proxy Statement, the Board is not aware of any nominee who is unable or will decline to serve as a director.
Each director elected at the Annual Meeting will serve until Applied’s 20212024 Annual Meeting of Shareholders andor until he or she isthey are succeeded by another qualified director who has been elected, or, if earlier, until his or hertheir death, resignation, or removal.
|
|
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 1 |
PROPOSAL 1 – Election of Directors
Rani Borkar Corporate Vice President, Azure Hardware Systems and Infrastructure, Microsoft Corporation Ms. Borkar brings extensive semiconductor industry experience to our Board in technology, strategy and innovation, and global business operations and services. Ms. Borkar has served as Corporate Vice President, Azure Hardware Systems and Infrastructure, at Microsoft Corporation, a global technology provider, since June 2019. She also served as Microsoft’s Corporate Vice President, Microsoft Cloud Capacity, Supply Chain and Provisioning, from 2017 to June 2019. From 2016 to 2017, Ms. Borkar was Vice President, OpenPOWER Development at IBM Corporation, a global technology and consulting company. Prior to IBM, Ms. Borkar worked at Intel Corporation for 27 years, most recently as Intel’s Corporate Vice President and General Manager, Product Development Group. Key skills and qualifications Industry and Technology Experience: Ms. Borkar has gained over 30 years of experience in our industry and related technologies. This experience includes her current leadership role at Microsoft Azure and prior roles at IBM and Intel. Ms. Borkar also serves as a board member of the Global Semiconductor Alliance, a leading semiconductor and technology industry organization which strives to establish a profitable and sustainable semiconductor ecosystem. Strategy and Innovation; Growth and Emerging Technologies; Global Business: Each role in Ms. Borkar’s career has featured increased responsibility and accountability for strategic planning and oversight in a broad range of global, high-growth businesses. As the head of Azure Hardware Systems and Infrastructure, she leads organizations that architect, invent, and sustain the silicon, platforms, and systems that power Azure. She is responsible for the vision, strategy, and architecture of silicon development as well as global capacity deployment for Microsoft’s cloud data center infrastructure. Ms. Borkar’s other relevant experience includes her role as Corporate Vice President at Intel, leading Intel’s silicon product development strategy while managing a large and diverse global engineering organization. Service, Operations, and Manufacturing: Under Ms. Borkar’s leadership in her current role, Microsoft’s engineers focus on developing technologies to drive end-to-end business value for Azure’s products and solutions. Her experience with and understanding of service management and service offerings for technology companies, manufacturing operations and other operational processes provide important insights to our Board. | ||
INDEPENDENT Age: 61 Director Since: 2020 Board Committees • Human Resources and Compensation • Strategy and Investment Other Current Public Company Directorships • None Former Public Company Directorships (within last five years) • None Other Directorships and Memberships • Board member, Global Semiconductor Alliance |
PROPOSAL 1 – Election of Directors
Judy Bruner
Executive Vice President, Administration and Chief Financial Officer, SanDisk Corporation (retired) |
| |||||
| ||||||
Corporation, a supplier of flash storage products, a role she held from Key skills and qualifications Financial and Accounting; Strategy and Innovation; Global Business: Ms. Bruner’s career has been distinguished by roles of increasing responsibility in and oversight of financial management. These roles included serving as Chief Financial Officer at SanDisk Corporation and Palm, Inc. Ms. Bruner’s experience also included setting corporate strategy and diversifying businesses into new product areas that are less cyclical and less capital intensive, while focusing on the core business. Her prior roles in finance also included positions at 3Com, Ridge Computers, and Hewlett-Packard. Industry and Technology: Ms. Bruner’s career has been centered in the technology sector, giving her particular insight into the challenges and opportunities of our sector and industry, as well as our end markets. Ms. Bruner’s extensive experience in the semiconductor industry at SanDisk provided an understanding of the capital intensity, business cycles, customers and engineering requirements of the semiconductor equipment business, which she brings to our Board. Risk Management; Cybersecurity: In Ms. Bruner’s role at SanDisk, she was responsible for the firm’s enterprise risk management and information technology, including cybersecurity. As a director, Ms. Bruner oversees enterprise risk management and cybersecurity at all the companies on which she currently serves as a board member, including at Rapid7, a security data and analytics solutions provider. She brings valuable insights from this experience to our Board to facilitate its oversight and considerations of | ||||||
INDEPENDENT Age: 64 Director Since: 2016 Board Committees • Audit (Chair) • Corporate Governance and Nominating (Chair) Other Current Public Company Directorships • Qorvo, Inc. • Rapid7, Inc. • Seagate Technology plc Former Public Company Directorships (within last five years) • Varian Medical Systems, Inc. |
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 3 |
Applied Materials, Inc. 1
PROPOSAL 1 – Election of Directors
Xun (Eric) Chen
Managing Partner, SB |
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Advisers Key skills and qualifications Industry and Technology; Strategy and Innovation; Growth and Emerging Technologies: Dr. Chen’s career has focused on the technology sector, and he provides his expertise on our industry, technologies and end markets in the boardroom. Dr. Chen is currently a Managing Partner at SBIA, an investment advisor focused on the technology market. His other relevant experiences have included serving as a Global Business: The Board values Dr. Chen’s perspective gained through his various leadership roles at firms with global operations. For example, prior to | ||||||
INDEPENDENT Age: 53 Director Since: 2015 Board Committees • Human Resources and Compensation • Strategy and Investment Other Current Public Company Directorships • None Former Public Company Directorships (within last five years) • None
|
4 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
PROPOSAL 1 – Election of Directors
Aart J. de Geus Chairman and Chief Executive Officer, Synopsys, Inc.
|
and Chairman of the Board
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related services for semiconductor design Key skills and qualifications Industry and Technology; Strategy and Innovation; Global Business; Risk Management: As the leading founder of Synopsys, Dr. de Geus has grown Synopsys for over three and a half decades and has held senior roles in engineering and marketing before becoming Chief Executive Officer. He has been involved in all aspects of executive leadership at Synopsys, including determining corporate strategy, overseeing enterprise risk management, closing well over a hundred strategic acquisitions and transactions, and expanding the operations globally. Synopsys now has offices and development centers in North America, Europe, Armenia, Israel, India, Japan, Vietnam, South Korea and China. Growth and Emerging Technologies; Government Policy and Sustainability: Dr. de Geus has expanded Synopsys from a start-up synthesis company to a global high-tech leader in electronic design automation. He has long been considered one of the world’s leading experts on logic synthesis and simulation, frequently keynotes major conferences, is a member of the National Academy of Engineering and the recipient of numerous awards including the IEEE Robert N. Noyce Medal, the Global Semiconductor Alliance Dr. Morris Chang Exemplary Leadership Award, and the Silicon Valley Leadership Group Lifetime Achievement Award. As a longtime CEO, Dr. de Geus has experience in government policy, such as the CHIPS Act and evolving international export controls, as well as driving sustainability initiatives in the context of regulatory requirements and stakeholder input. | ||||||
INDEPENDENT Age: 68 Director Since: 2007 Board Committees: • Strategy and Investment Other Current Public Company Directorships: • Synopsys, Inc. Former Public Company Directorships (within last five years): • None Other Directorships and Memberships • Executive Board Member and Past Chairman, Silicon Valley Leadership Group • Board Member, Global Semiconductor Alliance • Governing Council Member, Electronic System Design Alliance |
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 5 |
2 2020 Proxy Statement
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1 – Election of Directors
Gary E. Dickerson
President and Chief Executive Officer, Applied Materials, Inc. |
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since 2013. Mr. Dickerson Key skills and qualifications Industry and Technology; Strategy and Innovation; Global Business; Risk Management: Mr. Dickerson has over three decades of experience in executive-level positions at large multi-national companies in the semiconductor and technology industries, including nearly two decades as a chief executive officer at Varian and Applied. Mr. Dickerson’s knowledge of our industry, technologies and end markets provides important insight and leadership to the oversight, planning and execution of our business strategy and operations. At Applied, this has resulted in the company being the world’s leading semiconductor and display equipment company with over $25 billion in annual revenues and operations in 24 countries at 120 locations. Growth and Emerging Technologies; Service, Sales, and Operations; Government Policy and Sustainability: Throughout Mr. Dickerson’s career, he has held roles responsible for identifying and developing emerging technologies and service offerings for the semiconductor industry. This includes his first roles in manufacturing and engineering management with General Motors’ Delco Electronics Division and AT&T Technologies, 18 years at KLA-Tencor, progressing from roles in product development and general management of products, sales and services business units to his appointment as President and Chief Operating Officer, and to his leadership and contributions as Chief Executive Officer at Varian and Applied. Mr. Dickerson has government policy experience in guiding Applied through the geopolitical and regulatory environment, as well as from his service as a board of member of the U.S.-China Business Council. Mr. Dickerson’s experience in sustainability stems from his deep involvement in developing Applied’s ESG roadmap and championing its ESG initiatives. Mr. Dickerson draws on these experiences to provide leadership and insight in guiding our core semiconductor business, and as we develop new technologies and services to enable significant value creation for our customers and Applied. | ||||||
EXECUTIVE DIRECTOR Age: 65 Director Since: 2013 Board Committees • None Other Current Public Company Directorships • None Former Public Company Directorships (within last five years) • None Other Directorships and Memberships • Board Member, U.S. – China Business Council |
6 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
PROPOSAL 1 – Election of Directors
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Applied Materials, Inc. 3
Senior Vice President and General Manager, Enterprise Services, Hewlett-Packard Company (retired)
| serves as the Chairman of the Board
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and General Manager, Enterprise Services, for Hewlett-Packard Company, a technology solutions provider to consumers, businesses, and institutions globally, from Key skills and qualifications Industry and Technology; Strategy and Innovation; Global Business: Mr. Iannotti Service, Operations and Manufacturing; Risk Management: While at Hewlett-Packard, Mr. Iannotti was integral in setting and executing operational and service strategies for the Enterprise Services group, which supported and provided services and products for all of the company’s offerings. Mr. Iannotti’s roles also involved oversight and management of risk, and he has served as the lead independent director of the board of directors of | ||||||
Chairman of the Board INDEPENDENT Age: 66 Director Since: 2005 Board Committees • Human Resources and Compensation (Chair) Other Current Public Company Directorships • None Former Public Company Directorships (within last five years) • Atento S.A. |
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 7 |
PROPOSAL 1 – Election of Directors
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Senior Strategist, X (parent company: Alphabet Inc.)
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Key skills and qualifications Global Business: Mr. Karsner Industry and Technology; Growth and Emerging Technologies; Strategy and Innovation: Mr. Karsner currently serves as Senior Strategist at X, which has catalyzed technologies for autonomous vehicles, drone delivery and industrial robotics. From 2016 to 2019, Mr. Karsner served as Managing Partner of Emerson Collective, an investment platform funding venture and private equity portfolios, as well as non-profit, philanthropic Government Policy and Sustainability: Mr. Karsner has | ||||
INDEPENDENT Age: 55 Director Since: 2008 Board Committees • Corporate Governance and Nominating • Human Resources and Compensation Other Current Public Company Directorships • Exxon Mobil Corporation Former Public Company Directorships (within last five years) • Broadscale Acquisition Corp. Other Directorships and Memberships • Advisory Board Member of: Energy Futures Initiative; Precourt Institute for Energy, Stanford University; MIT Media Lab • Board Member of: Conservation International; Welch Institute of Material Science, Rice University |
4 2020 Proxy Statement
8 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1 – Election of Directors
|
Mr. March brings deep semiconductor industry experience, strong financial expertise, and executive leadership to our Board. Mr. March joined Texas Instruments Incorporated, a global semiconductor company, in 1984 and built a career of varying positions of increasing responsibility over his
Key
Finance and Accounting; Risk Management: From 2003 to 2017, Mr. March served as Senior Vice President and Chief Financial Officer of Texas Instruments, where he led its finance organization and developed the company’s capital management strategy. At Texas Instruments, Mr. March was also responsible for the company’s assessment and management of strategic, financial and operational risks, including facilitating the oversight of risk management processes by the company’s board of directors. Given the breadth and scope of its businesses and range of strategic, operational, financial and compliance risks, Mr. March’s experience at Texas Instruments positions him well to provide Applied with | |||
INDEPENDENT Age: 65 Director Since: 2022 Board Committees:
Other Current Public Company Directorships
Former Public Company Directorships (within last five years)
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Adrianna C. Ma has served as Managing Partner of Haleakala Holdings LLC, her personal investment firm, since July 2019. From May 2015 to June 2019,
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 9 |
PROPOSAL 1 – Election of Directors
| Yvonne McGill
Senior Vice President, Corporate Controller and Infrastructure Solutions Group Chief Financial Officer, Dell Technologies, Inc. Ms. McGill has extensive executive leadership experience and provides the Board deep industry expertise, financial acumen, and strategic planning experience. She has been Senior Vice President, Corporate Controller and Infrastructure Solutions Group Chief Financial Officer since 2020, and previously was Chief Financial Officer and Senior Vice President, Infrastructure Solutions Group
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Key skills and qualifications Finance and Accounting; Strategy and Innovation; Risk Management: Since joining Dell in 1997, Ms. McGill has served in various finance leadership roles, including her current role of Corporate Controller and Infrastructure Solutions Group Chief Financial Officer. At Dell, Ms. McGill has been responsible for the vision, strategy and performance of the Infrastructure Solutions Group’s finance organization, as well as financial functions, including accounting, tax, treasury and investor relations. Prior to Dell, Ms. McGill worked at ManTech International Corporation and Price Waterhouse. Ms. McGill is a Certified Public Accountant (inactive). Industry and Technology; Global Business: During her over 25-year career at Dell, Ms. McGill has gained experience across the company’s comprehensive portfolio of IT hardware, software and service solutions spanning both traditional infrastructure and emerging, multi-cloud technologies. Ms. | ||||||
INDEPENDENT Age: 55 Director Since: 2019 Board Committees: • Audit • Corporate Governance and Nominating Other Current Public Company Directorships • None Former Public Company Directorships (within last five years) • None |
Applied Materials, Inc. 5
10 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
PROPOSAL 1 – Election of Directors
| Scott A. McGregor
President and Chief Executive Officer, Broadcom Corporation (retired) |
Mr. McGregor brings to our Board
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Executive Officer and as a member of the board of directors of Broadcom Corporation, a world leader in wireless connectivity, broadband Key skills and qualifications Industry and Technology; Global Business: Mr. McGregor Growth and Emerging Technologies; Strategy and Innovation: Throughout his career, Mr. McGregor held strategic roles developing new technologies and growing businesses in new directions. Mr. McGregor started his career at Xerox PARC working on user interface design for the world’s first personal computers. He then joined Microsoft and led the team that created the first version of Microsoft Windows. After pivoting to the semiconductor industry, Mr. McGregor continued to lead through technological innovation at both Broadcom and Philips, expanding each company’s footprint and offerings. At Broadcom, Mr. McGregor led revenue growth from $2.4 billion to over $8 billion during his tenure as CEO. Financial and Accounting; Cybersecurity; Risk Management: As CEO of Broadcom and Philips for approximately 15 years, Mr. McGregor had oversight responsibility for financing activities, risk management and cybersecurity at large companies within the semiconductor industry. As a result of these experiences, as well as oversight of cybersecurity as a board member | ||||||
INDEPENDENT Age: 66 Director Since: 2018 Board Committees: • Audit • Strategy and Investment (Chair) Other Current Public Company Directorships • Equifax, Inc. Former Public Company Directorships (within last five years) • Luminar | ||||||
Chairman Emeritus
James C. Morgan became Chairman Emeritus in March 2009, following his retirement as our director and Chairman of the Board. Mr. Morgan spent more than 31 years as a director and employee of Applied, including over 20 years as Chairman of the Board.
Mr. Morgan first joined Applied in 1976 and served as Chief Executive Officer from 1977 to 2003. As Chairman Emeritus, Mr. Morgan does not attend any Board or Committee meetings, has no voting rights and receives no retainer or meeting fees.
6 2020 Proxy Statement
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 11 |
BOARD AND CORPORATE GOVERNANCE PRACTICES Board and Corporate Governance Practices
BOARD AND CORPORATE GOVERNANCE PRACTICESBoard and Corporate Governance Practices
Board Composition and Nominee Considerations
Our director nominees haveThe Board values having directors who possess a wide variety of relevant skills, professional experience and backgrounds, and collectively bring to our Board diverse viewpoints and perspectives, that
strengthen its ability toand effectively represent the long-term interests of shareholders. The chartListed below illustrates broad categoriesare certain of the key skills and expertiseexperience that the Board considers important for our director nominees offer that we believedirectors to have in light of our current business in order to contribute to the effective leadership and exercise of oversight responsibilities by the Board.
Industry and Technology | Experience with and knowledge of our industry and technologies, as well as our end markets, facilitate a deeper understanding within the Board of our equipment and service products and the markets in which we compete. | |||
Executive Leadership | Experience in executive-level positions at large multi-national companies, including public company board experience, contribute practical insight into our business strategy and operations. | |||
Growth and Emerging Technologies | Experience identifying and developing emerging technologies are important to our growth strategies and provide important insights as we develop new technologies and our business grows into new areas. | |||
Global Business | Experience in a leadership role at an organization with substantial global operations can provide valuable business and cultural perspectives. | |||
Financial and Accounting | Experience with financial markets, financing operations, and accounting and financial reporting processes provide important oversight of our capital structure, financing activities, and financial reporting and internal controls. | |||
Service, Operations and Manufacturing | Experience with and understanding of service management and service offerings for technology companies, manufacturing operations and other operational processes contributes to understanding our business and also can provide important insights on the operations of our customers. | |||
Strategy and Innovation | Experience in setting and executing corporate strategy and with strategic transactions is important to the successful planning and execution of our long-term vision. | |||
Cybersecurity | Experience managing cybersecurity, information and data security risks or cybersecurity threats can provide important input to the Board in its oversight of the Company’s cybersecurity risks. | |||
Risk Management | Experience overseeing enterprise risk management or business continuity planning in a large organization, or other experience in managing risk at the enterprise level or in a senior compliance or regulatory role, provide important input to the Board in its oversight of the Company’s enterprise risk management program. | |||
Government Policy and Sustainability | Experience working with government policy offers us insight into the regulatory environment in which we operate and experience with sustainability initiatives contributes to the Board’s oversight of our ESG strategy. |
Semiconductor Industry & Technology Financial
Board and Accounting Global Business StrategyCorporate Governance Practices
The matrix below summarizes certain of the key experiences, qualifications, skills, and Innovation Operations and Infrastructure Government Policy M&A and Organizational Growth Risk Management Public Company Board Experience Executive Leadership Independence 9 of 10attributes that our director nominees bring to the Board to enable effective oversight. This matrix is intended to provide a summary of our director nominees’ qualifications and is not a complete list of each director nominee’s strengths or contributions to the Board. Additional details on each director nominee’s experiences, qualifications, skills, and attributes are independent Diversity 40% of director nominees are ethnically and/or gender diverse 30% are female 20% are ethnically diverse Tenure 2 directors added to Board over last 2 years 10 years tenure 4 directors 4-10 years tenure 3 directors 0-4 years tenure 3 directorsset forth in their biographies.
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APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 13 |
Board and Corporate Governance Practices
Diversity. Our Board values having a Board that reflects diverse perspectives, including those based on gender, ethnicity, skills, experience at policy-making levels in areas that are relevant to the Company’s global activities, and functional, geographic, or cultural backgrounds. In 2019 theOur Board has adopted a Policy on Board Diversity within our Corporate Governance Guidelines, which reflects the Board’s commitment to actively seek out women and ethnically diverse director candidates and to consider the factors above, among others, in the context of the current composition of the Board and needs of the Company, when identifying and evaluating director candidates.
The 10ten director nominees for election at our 20202023 Annual Meeting bring to our Board a variety of different backgrounds, skills, professional and industry experience, and other attributes and perspectives that contribute to the overall diversity of our Board.
Independence. The Board’s Governance Committee expects eachnon-employee director to be free of relationships, interests or affiliations that could give rise to conflicts of interest or interfere with the director’s exercise of independent judgment. Applied’s Corporate Governance Guidelines require that a majority of our directors must be independent, and that our
Audit, Human Resources and Compensation,HRCC and Governance Committees must consist solely of independent directors.
Director independence is determined under Nasdaq listing standards and SEC rules. The Board has affirmatively determined that, other than Mr. Dickerson, our Chief Executive Officer, all members of the Board who served during 20192022 and all director nominees other than Mr. Dickerson, our Chief Executive Officer, are independent under applicable Nasdaq listing standards and SEC rules.
Tenure. The Board believes that new ideas and perspectives are critical to a forward-looking and strategic Board, as are the valuable experiences and deep understanding of Applied’s business and industries that longer-serving directors offer. Our Corporate Governance Guidelines do not impose a term limit on Board service;service, but our directors are not typically nominated forre-election after they reach the age of 70.72. Feedback from the annual Board evaluations and discussions regarding individual discussionsperformance between eachnon-employee director and our Chairman is anChair are important determinantconsiderations of Boarddirector tenure. OurAs a result of our ongoing Board refreshment hasefforts, we have added two new directors to the Board over the last twothree years, andwhich has resulted in a balanced range of tenures, which ensuresensuring both continuity and fresh perspectives among our director nominees.
Applied Materials, Inc. 7
Our nominees have an average tenure of 7eight years, which is lower thancomparable with the average tenure for independent directors of other S&P 500 companies, and three of our nominees have been memberscompanies.
Key Attributes of the Board for four years
* Ethnically diverse means a director who self-identifies as one or less.more of the following (defined by Nasdaq as an Underrepresented Minority): Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native or Native Hawaiian or Pacific Islander.
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Board and Corporate Governance Practices
Board Composition and Refreshment
Identification of New Director Candidates. Identifying and recommending individuals for nomination and election to our Board is a principal responsibility of our Governance Committee, which performs this function through an ongoing year-round process.
The Governance Committee regularly considers the size and composition of the Board and assesses whether the composition appropriately aligns with the Company’s evolving business and strategic needs. The focus is on ensuring that the Board is composed of directors who possess a wide variety of relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of shareholders. In accordance with the Policy on Board Diversity, including our commitment to having a Board that reflects diverse perspectives, the Governance Committee actively seeks out women and ethnically diverse director candidates, as well as candidates diverse in skills, experience at policy-making levels in areas that are relevant to our global activities, and functional, geographic, or cultural background.
In its consideration of potential director candidates, the Governance Committee reviews the short-short-term and long-term strategies and interests of the Company to determine what current and future skills and experiences are required of the Board in exercising its oversight function. Specific search criteria evolve over time to reflect the Company’s dynamic business and strategic needs and the changing composition of the Board, and may include factors such factors as:
Operating experience or thought leadership in key markets, industries, technologies, or business models that are aligned with the Company’s strategic growth plans; |
Business or cultural background in regions where the Company does significant business; |
Senior executive leadership and management experience; and |
Subject matter expertise in such areas as corporate finance and financial reporting, governance, compensation, risk management, and marketing. |
In accordance with the Policy on Board Diversity, the Governance Committee actively seeks out women and ethnically diverse director candidates.
The Governance Committee also considers succession planning in light of anticipated retirements, and for Board and Committee Chair roles, to maintain relevant expertise and depth of experience.
In addition, all director candidates are also expected to possess or demonstrate:
Sound judgment, analytical and inquisitive perspective, and practical wisdom; |
Strategic mindset and an engaged and collaborative approach; |
Independence, personal and professional ethics, integrity and values; and |
Commitment to representing the long-term interests of Applied’s shareholders. |
The Governance Committee may retain a search firm to assist in identifying and evaluating new candidates for director nominees and may also consider referrals from directors, shareholders, or other sources. Ms. McGill,Mr. March, who joined our Board in July 2019,October 2022, was identified and vetted as a potential candidate by a third-party search firm for consideration by the Governance Committee. The Governance Committee evaluates and interviews potential Board candidates and makes appointment recommendations to the full Board. All members of the Board may interview candidates.
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 15 |
Board and Corporate Governance Practices
Regular Review of Board Composition Drives Refreshment
Recent Board Refreshment. As a result of the foregoing process, the Board has added two new directors over the last twothree years, each of whom havehas brought valuable and diverse backgrounds and perspectives to the overall composition of the Board. The most recent appointment was Ms. McGillMr. March in July 2019. Ms. McGillOctober 2022. Mr. March is a segment chief financial officer for Dell Technologies,retired, longtime executive of Texas Instruments, Inc. who most recently served as Senior Vice President and Chief Financial Officer of the company from 2003 to 2017. Mr. March joined Texas Instruments in 1984 and held numerous roles in finance, operations and business management across corporate and business unit functions during his 33-year career at the company. Mr. March brings decades of finance and business operations expertise and strong semiconductor industry experience to our Board executive leadership and management experience, as well as global business, industry and operational experience in the technology sector. Her financial and accounting background provides key experience and expertise to the Board, as Mr. Dennis Powell, Chair of the Audit Committee, prepares to retire upon completion of his current term in March 2020.
Board.
8 2020 Proxy Statement
BOARD AND CORPORATE GOVERNANCE PRACTICES
Regular Review of Board Composition
Drives Refreshment
1 Assess Develop a search profile of relevant skills, background and experience sought in new directors 2 Identify Information provided to third-party search firms Potential candidates identified by independent directors, shareholders, independent search firm, our people 3 Evaluate Governance Committee screens candidates for qualifications, skills, diversity, independence and potential conflicts Candidates meet with directors 4 Recommend Governance Committee recommends selected candidates to the Board Results Two new directors over the last two years
Re-nomination of Directors for Election at Annual Meeting. In considering whether to recommendre-nomination of a director for election at our Annual Meeting, the Governance Committee considers factors such as:
The extent to which the director’s skills, qualifications and experience continue to contribute to the success of our Board, taking into account current core competencies of the Board, and the mix of desired skills and |
Feedback from the annual Board evaluations and individual discussions between each |
Attendance and participation at, and preparation for, Board and Committee meetings; |
Shareholder feedback, including the support received by director nominees elected at our |
Outside board, employment and other affiliations, including any actual or perceived conflicts of interest; and |
16 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Board and Corporate Governance Practices
» | Considerations under the Board’s Policy on Board Diversity and the extent to which the director continues to contribute to the diversity of our Board. |
Based on the Governance Committee’s recommendation, the Board selects director nominees and recommends them for election by Applied’s shareholders.
Shareholder Recommendations or Nominations. The evaluation procedures described above apply to all candidates for director nomination, including candidates submitted by shareholders. Shareholders wishing to recommend a candidate for consideration by the Governance Committee should submit the candidate’s name, biographical data and a description of his or hertheir qualifications in light of the criteria listed above to Christina Y. Lai,Teri A. Little, Corporate Secretary, Applied Materials, Inc., 3225 Oakmead Village Drive, M/S 1268, P.O. Box 58039, Santa Clara, CA 95052, or bye-mail at corporatesecretary@amat.com.
Shareholders wishing to nominate a director should follow the specific procedures set forth in our Bylaws.
Corporate Governance Guidelines
Applied’s Corporate Governance Guidelines establish the governance framework within which the Board conducts its business and fulfills its responsibilities. These guidelines and other important governance materials are available on our website at: http: https://www.appliedmaterials.com/company/
investor-relations/governance-documents.us/en/about/corporate-governance/corporate-governance-documents.html. The Board regularly reviews our Corporate Governance Guidelines in light of legal and regulatory requirements, evolving best practices and other developments. In December 2019, the Board formalized its focus on diversity by adopting a Policy on Board Diversity within our Corporate Governance Guidelines as described above on page 7 under “Diversity.”
Applied Materials, Inc. 9
Our corporate governance framework provides the Board flexibility to determine the appropriate leadership structure for the Company and whether the roles of ChairmanChair and CEO should be separated or combined. In making this determination, the Board considers many factors, including the needs of the business, the Board’s assessment of its leadership needs from time to time, and the best interests of shareholders. If the role of ChairmanChair is filled by a director who does not qualify as an independent director, the Boardindependent directors will designate a Lead Independent Director. As discussed below, our Chair is currently an independent director. However, if Applied were to designate a Lead Independent Director in the future, our Corporate Governance Guidelines set forth the roles and authority such individual would have, including, among other things, presiding at all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors, having the authority to call meetings of the independent directors, and serving as a liaison for consultation and direct communication with shareholders.
The Board believes that it is currently appropriate to separate the roles of ChairmanChair and CEO. The CEO is responsible for setting our strategic direction and theday-to-day leadership of our business, while the Chairman,Chair, along with the rest of our independent directors, ensures that the Board’s time and attention are focused on effective oversight of the matters most critical to Applied. Mr. Iannotti, an independent director, currently serves as the ChairmanChair of the Board. Mr. Iannotti has significant experience and knowledge of Applied, workingincluding having worked with two CEOs and different management teams at Applied, and the Board believes that his deep knowledge of the Company and industry, as well as his strong leadership and governance experience, enableenables him to lead the Board effectively and independently.
As the independent Board Chair, Mr. Iannotti’s roles include:
» | Presiding at all meetings of the Board, including executive sessions of the independent directors |
» | Having the authority to call meetings of the Board and of the independent directors |
» | Serving as a liaison between the CEO and the independent directors |
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 17 |
Board and Corporate Governance Practices
» | Approving information sent to the Board and advising management on the Board’s information needs |
» | Approving meeting agendas and meeting schedules |
» | Having the authority to retain outside advisors and consultants who report directly to the Board |
» | Presiding at all meetings of shareholders |
» | Serving as a liaison for direct communication with shareholders |
» | Providing direct guidance to the CEO, including advising on executing the Company’s long-term strategy |
» | Leading, along with the members of the HRCC and the other independent directors, the annual performance review of the CEO |
» | In conjunction with the relevant committees of the Board, reviewing and assessing director performance and compensation, and the size and composition of the Board |
The Chairs of all the Board’s Committees – Audit, Governance, HRCC and Strategy and Investment – are also independent directors.
Director Onboarding and Education
When new directors join theour Board, they participate in a comprehensive onboarding program to learn about our industry, business, strategies, and policies. Themulti-day onboarding program includes meetings with senior executives to discuss our businesses, strategy and operations, and our corporate functions, such as finance, technology, information systems and legal, and a tour of the Maydan Technology Center, ourstate-of-the-art R&D facilities.facility. New directors also meet with the executives and staff supporting the Committees on which they sit, as well as the Committees’ external consultants and advisors. Each new director is also partnered with an experienced fellow director “mentor” to facilitate the integration of the new director to the Board.
For continued education regarding our business and industry, we provide presentations by internal and external experts during Board meetings on topics such as technology inflections, industry trends, changes in the geopolitical and macroeconomic landscape, and the ESG landscape, with particular focus on the implications and impact to the
Company. Our Board and Committees also regularly review developments in corporate governance to continue enhancing the Board’s effectiveness. We encourage directors to participate in external continuing director education programs and provide reimbursement for expenses associated with this participation. Throughout the year, Board members also attend Company events, including Analyst Day, our Engineering and Technology (ET) Conference, and Diversity Day. In addition, in 2019, the Board held Board and Committee meetings at our offices in Taiwan, where directors attended the grand opening of our new Display Equipment Manufacturing Center and R&D Laboratory, participated in a local employeeall-hands meeting and met with our regional executives. These interactions, along with meetings with leaders below the CEO Executive StaffLeadership Team level throughout the year, giveprovide directors additional visibility to provide oversight of the Company’s culture, strategies, and operations.
Board and Committee Evaluations
Our Board recognizes that a thorough, constructive evaluation process enhances our Board’s effectiveness and is an essential element of good corporate governance. Each year, the Governance Committee, in consultation with our independent Board Chairman,Chair, reviews and determines the design, scope, content, and execution of the evaluation process, including whether to engage a third party to facilitate the evaluation.
18 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Board and Corporate Governance Practices
The evaluation process consists of assessments of the Board, each standing committee of the Board and individual directors. Written questionnaires solicit feedback on a range of issues, including Board and Committee structure and composition; meeting process and dynamics; execution of key responsibilities; interaction with management; and information and resources.
Following completion of the written questionnaires, aggregated results, including all written comments, together with data analyzing results compared to the prior year, are provided to the Chairman,Chair, who meets with each director individually to discuss additional input on these topics and to provide individual feedback. Committee chairs lead a discussion of evaluation results for their respective Committees and a summary of Board and Committee evaluation results is discussed with the full Board, including suggestions for updating policies and practices per evaluation results. Director suggestions for improvements to the evaluation questionnaires and process are considered for incorporation for the following year.
10 2020 Proxy Statement
BOARD AND CORPORATE GOVERNANCE PRACTICES
20192022 Board Evaluation Process
Questionnaire Evaluation questionnaire provides director feedback on an unattributed basis One-on-One Discussions Candid, one-on-one discussions between the Chairman and each director to solicit additional feedback and provide individual feedback Board Report
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 19 |
Board and Committee evaluation results provided to the full Board Closed Session Closed session discussion of Board and Committee evaluations led by our Chairman and independent Committee chairs Policies and practices are updated as appropriate per evaluation results and discussionsCorporate Governance Practices
Board’s Role in Risk Oversight
One of the Board’s most important functions is overseeing risk management for the Company. While Applied’s management team is responsible for the day-to-day management of risk, the Board is responsible for ensuring that the risk-management processes designed and implemented by management are functioning as intended. Applied’s risk oversight framework illustrated below shows the close interaction between the full Board, individual committees, and senior management.
The Board The Board has the ultimate responsibility for, and is actively engaged in, oversight of the Companys risk management, in some cases directly by the full Board, and in some cases through delegation of certain types of risks to the oversight of the appropriate Board Committee. The full Board oversees risks and opportunities associated with ESG matters. COMMITTEES Audit Oversees the enterprise risk management program, as well as risks related to financial, regulatory, compliance, cybersecurity and environmental, health and safety matters, and regularly reviews with management, the head of internal audit and the independent accountants the steps taken to monitor and mitigate risk exposures Governance Oversees the management of risks related to corporate governance matters, including director independence, Board composition and succession, shareholder communications, and overall Board effectiveness HR & Compensation Oversees risks associated with Applieds compensation policies, plans and practices, organizational talent and culture, management succession, and human capital management, including the corporate culture, and diversity and inclusion programs and initiatives Management Applieds management has day-to-day responsibility for: Identifying risks and assessing them in relation to Company strategies and objectives; Implementing suitable risk mitigation plans, processes and controls; and Appropriately managing risks in a manner that serves the best interests of Applied, its shareholders and other stakeholders. Management regularly reports to the Board on its risk assessments and risk mitigation strategies for the major risks of our business. Senior management and other employees also report to the Board and its committees from time to time on risk-related issues.
Applied has implemented an enterprise risk management (“ERM”) program, overseen by the Audit Committee, which provides an enterprise-wide perspective on Applied’s risks. The Board has established a management committee to oversee and monitor the ERM program. This ERM Committee, comprising members of Applied’s senior management, is led by our CFO and Chief Legal Officer, with representatives from the Company’s largest business segment and supply chain operations.
20 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Board and Corporate Governance Practices
The risks identified by the ERM program are reported to the Board, with a focus on the most significant risks facing the Company, including strategic,
operational, financial, and legal and compliance risks. Oversight responsibility for a particular risk may fall within an area of responsibility and expertise of one of the Board Committees. Management reviews the ERM program activities regularly with the Audit Committee, presents an analysisregular analyses of risk mitigation
Applied Materials, Inc. 11
strategies to the Board or the respective Committee with oversight responsibility for the risk,relevant risk. The ERM Committee reports to the Audit Committee at least semi-annually and provides a broader annual risk mitigation updatesupdate to the full Board.
Risk Assessment of Compensation Programs. We have assessed our compensation policies, plans, and practices, and determined that they do not create risks that are reasonably likely to have a material adverse effect on Applied. To make this determination, our management reviewed ourApplied’s compensation policies, plans, and practices, and assessed the following aspects: design, payment methodology, potential payment volatility, relationship to our financial results, length of performance period, risk-mitigating features, performance measures and goals, oversight and controls, and plan features and values compared to market practices. Management reviewed its analysis with the Human Resources and Compensation Committee,HRCC, which agreed with this determination. Applied also has in place various controls to mitigate risks relating to compensation policies, plans, and practices, such as executive stock ownership guidelines and a clawback policy that enables the recovery of certain incentive compensation payments in certain circumstances.
Board’s Role in Oversight of Strategy
The Board and its Committees actively engage with management to provide guidance on and oversight of Applied’s business strategy throughout the year. The Board dedicates one meeting annually to focus on Applied’s long-term strategy, which include strategic plans from members of senior management on the priorities and implementation strategies for their respective lines of business. These strategic plans guide Applied’s actions to manage risk and deliver shareholder value. The Board’s expanded strategy sessions also include presentations by internal experts to discuss technologies and markets relevant to our core businesses as well as adjacent and emerging technologies. In addition, various elements of strategy are discussed at every Board meeting, as well as at many meetings of the Board’s Committees, including the Strategy and Investment Committee. In order to assess performance against our strategic plans, the Board receives regular updates on progress and execution, and provides direction to senior management throughout the year.
To enhance its oversight of Applied’s strategy and process for considering long-term trends within the Company’s industries, the Board also leverages Applied’s Growth Technical Advisory Board, which is composed of leading academic and industry luminaries with a diverse set of backgrounds in fields such as science, technology, government and education. This Advisory Board, which includes a former member of the Applied Board, provides Applied and the Board with additional, independent insights on how major industries will continue to evolve in a technology-centric world.
Management Succession Planning
The Board has delegatedand the HRCC recognize that developing the capabilities of Applied’s executives is vital to our ability to capitalize on our opportunities and increase long-term shareholder value. Accordingly, the HRCC’s most important goal is to oversee the Company’s programs that foster executive capability and retention, with emphasis on leadership development, management capabilities, and succession plans.
We build our leadership capability using a multi-step approach to succession planning for our most critical roles, including CEO, executive, and technology leadership positions. Our executive succession planning process is a carefully designed, thoughtful, and long-term approach overseen by the HRCC and the Board. With the guidance of the HRCC, the Board also maintains a CEO emergency succession plan. We plan, and prepare as many years in advance as possible, for anticipated transitions to ensure leadership continuity and positive outcomes for the Company. Another key component of succession planning is leadership assessment and development of potential successors, including
moving leaders into new, increasingly complex roles that complement their professional development. In addition, diversity of our succession pipelines is a priority of our Board and the Company, and we strive to ensure a diverse succession slate.
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 21 |
Board and Corporate Governance Practices
Management reports quarterly either to the Human Resources and Compensation Committee (“HRCC”) primary responsibility for overseeing management succession planning and executive organizational development, as well as human capital management programs. Management updates the HRCC on programs and developments every quarter and reports toor the full Board at least annually.
on executive leadership development and succession planning. The HRCC reviews and advises on management’sreports include updates regarding succession and development programs for the CEO and other senior executives, with an eye toward ensuring development of the talent needed to lead Applied today and in the future and readiness of succession candidates who can assume top management positions without undue interruption. Board members have opportunities throughout the year to engage with members of senior management and other high-potential leaders in a variety of formal and informal settings, including Board meetings and events, preparatory meetings, analyst meetings, and internal and external business and technology conferences.
The HRCC and Board also regularly discuss matters related to organizational health and discuss individual executive transitions as the need arises over the course of the year. The Board’s goal is to have a long-term and continuing process for effective senior leadership capability, development, and succession, and to ensure that there are readyreadily available choices available when the time is right. The HRCC also receives quarterly reports from the Group Vice President of Human Resources, covering a range of topics relating to corporate culture and human capital management, including the
Company’s diversity and inclusion practices and initiatives and its sexual harassment policies.
In addition to direct engagement through our recurring shareholder engagement program discussed below, Applied haswe have instituted a number of mechanisms that allow shareholders to advance their points of view, including:
Right to Call a Special Meeting. Our Bylaws permit shareholders holding at least 20% of our outstanding shares of common stock to call a special meeting.
Right to Act by Written Consent. Our Certificate of Incorporation permits shareholders holding at least 20% of our outstanding shares of common stock to initiate the process for shareholders to take action by written consent without a meeting.
Proxy Access. Our Bylaws permit proxy access. Any shareholder (or group of up to 20 shareholders) owning 3% or more of Applied’s common stock continuously for at least three years may nominate up to two individuals or 20% of our Board, whichever is greater, as director candidates for election to the Board, and require us to include such nominees in our annual meeting proxy statement if the shareholders and nominees satisfy the requirements contained in our Bylaws.statement.
Majority Voting. Under our Bylaws, in any uncontested election of directors (an election in which the number of nominees does not exceed the number of directors to be elected), any nominee who receives a greater number of votes cast “for” his or hertheir election than votes cast “against” his or hertheir election will be elected.
Our Bylaws provide that in the event an incumbent director receives more “against” than “for” votes, he or shethey shall tender his or hertheir resignation after certification of the shareholder vote. Our Governance Committee, composed entirely of independent directors, will consider the offer of resignation, taking into consideration all factors it deems relevant, and recommend to the Board the action to be taken. The Board must take action on the recommendation within 90 days following certification of the shareholder vote. No director who tenders an offer of resignation may participate in the vote on the Governance Committee’s recommendation or the Board’s determination of whether to accept the resignation offer. Applied will publicly disclose the Board’s decision, including, if applicable, the reasons for rejecting an offer to resign.
Right to Act by Written Consent. Currently our Certificate of Incorporation prohibits shareholder action by written consent. However, after consideration of the results of last year’s shareholder proposal on shareholder action by written consent and the shareholder feedback we received, we are submitting to shareholders for approval an amendment and restatement of our Certificate of Incorporation to allow shareholder action by written consent. See “Proposal 4—Approval of an Amendment and Restatement of our Certificate of Incorporation to Allow Shareholders to Act by Written Consent” on page 50 for additional information.
12 2020 Proxy Statement
BOARD AND CORPORATE GOVERNANCE PRACTICES
We believe that strong corporate governance should include regular engagement with our shareholders to enable us to understand and respond to shareholder concerns.
Investor Relations. Our senior management team, including our CEO, CFO, and members of our Investor Relations team, maintain regular contact with a broad base of investors, including through quarterly earnings calls, individual meetings, and other channels for communication, to understand their concerns. In 2019,2022, senior management participated in over
286112 meetings with investors, including more than 121108 meetings with theour CFO and more than 2418 with our CEO.
Shareholder Outreach Program. In addition, we have a robust shareholder outreach program, which is a recurring, year-round effort, led by a cross-functional team that includes members of our Investor Relations, Global Rewards, Culture of Inclusion, Environmental, Health & SafetyESG, and Legal functions, with participation of our independent directors, where appropriate. This engagement enables us to build meaningful relationships and trust over time with our shareholders.
MARCH - MAY Annual Meeting Based on the results of our 2019 annual meeting, the Board and management developed a plan to solicit feedback on written consent DECEMBER - FEBRUARY Board Deliberations Based on Feedback Continued to meet with shareholders, enhanced proxy statement and annual report content based on feedback, and responded to shareholder concerns JUNE - AUGUST Action by Written Consent Focused Engagement Conducted extensive written consent engagement outreach. We reached out to holders of 57% of outstanding shares and engaged with 46% specifically on written consent SEPTEMBER - NOVEMBER General Off-Season Engagement Conducted general off-season engagement outreach. We reached out to holders of 62% of outstanding shares and engaged with 20% of holders on ESG issues
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| APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | ||||
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Composition
Board and Corporate Governance Practices
We engage with a significant cross-section of our shareholder base, including large institutional investors, pension funds, and other investors. Topics of discussion include key business, Board, governance, executive compensation, environmental, sustainability, and diversity and inclusion matters, as well as other subjects of interest to our shareholders. Based on feedback from shareholders, we
have over the last few years adopted proxy access, and a special meeting right, and the right for shareholders to act by written consent, and implemented changes to our executive compensation programs.
During the fall of 2019,our off-season outreach in 2022, we contacted the holdersover 50 of our largest shareholders, who collectively hold approximately 62%57% of our outstanding shares, and engaged in active discussions on these topics with investors who requested meetings, representing approximately 20%35% of our shares outstanding.
Applied Materials, Inc. 13
Responsiveness to2019 Shareholder Action by Written Consent Proposal.feedback during these engagements has been widely positive, with no significant concerns raised about Applied’s governance, compensation or sustainability practices. In direct response to the high level of shareholder support at the 2019 Annual Meeting for the proposal on shareholder action by written consent,feedback, last year we added a skills matrix and at the directiondisclosed individual director diversity data in our Proxy Statement, and this year we are including enhanced biographies of our Governance Committee, we reached out to shareholders for their views on shareholder action by written consent, as well as our existing special meeting process. We contacted the holders of approximately 57% of our outstanding shares. Our independent Chairman of the Board and our independent Chair of the Governance Committee participated in the discussions with several of our shareholders. Feedback received from the shareholders was shared and discussed with the Board.
After careful consideration of the results of the 2019 shareholder action by written consent proposalnominees and the shareholder feedback, as well as a comprehensive review of market practicesskills and provisions adopted by other companies with respect to a shareholder right to act by written consent, the Board is submitting for shareholder approval an amendment and restatement of our Certificate of Incorporation to allow shareholder action by written consent, as further described in “Proposal 4—Approval of an Amendment and Restatement of our Certificate of Incorporation to Allow Shareholders to Act by Written Consent” on page 50.
Disclosure of Diversity Data.In September 2018, we disclosed key diversity data for the first time, including the gender and ethnic composition of our workforce, as well as new goals for increasing our global diversity and ensuring we have an inclusive work environment, which include increasing women and underrepresented minorities in our workforce. The disclosures not only reflect the importance of this issue to Applied, but also the inputqualifications that we received from our shareholders. Shareholder feedbackthey bring to the information was universally positive, with the view that it demonstrated our commitment to diversity and inclusion, transparency in disclosing data and accountability in working towards our goals.Board.
In 2019, we provided an update of the diversity data published the previous year, as well as additional information regarding our engineering women employees in the U.S. and globally, to communicate the progress we are making towards our goals of increasing representation of women globally and underrepresented minorities in our U.S. workforce.
Key Themes Discussed with Shareholders in 2022 | ||
ESG | » Applied’s strategy, initiatives, and Board oversight related to ESG matters » Shareholders’ ESG focus areas | |
» Alignment of sustainability initiatives with corporate strategy; Applied’s commitment to diversity and inclusion | ||
Executive Compensation | » Compensation program, recent actions, metrics, ESG considerations, and link between pay and performance | |
Board Refreshment and Composition | » Applied’s commitment to Board diversity, including with respect to gender and race/ethnicity | |
» Thoughtful Board processes for refreshment, succession planning, and tenure | ||
Corporate Governance | » Governance practices, including Board leadership structure and shareholder rights » Appropriate response to shareholder proposal seeking reduced threshold for shareholders to call special meeting (see page 72) |
Any shareholder wishing to communicate with any of our directors regarding Applied may write to the director, c/o Christina Y. Lai,Teri A. Little, Corporate Secretary, Applied Materials, Inc., 3225 Oakmead Village Drive, M/S 1268, P.O. Box 58039, Santa Clara, CA 95052, or bye-mail at corporatesecretary@amat.com. The Board has instructed the Corporate Secretary reviewsto review correspondence directed to the Board and, at the Corporate Secretary’s discretion, forwardsforward items that she deems appropriate for the Board’s consideration. The independent directors of the
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 23 |
Board review and approve the shareholder communication process periodically in order to enable an effective method by which shareholders can communicate with the Board.Corporate Governance Practices
The Board has adopted stock ownership guidelines to align the interests of our directors and executive officers with those of our shareholders. The guidelines provide thatnon-employee directors should each own Applied stock with a value of at least five times the annual base retainer fornon-employee directors. Applied’s Chief Executive Officer should own Applied stock with a value of at least six times his annual base salary. Each Section 16 officer on the CEO Executive StaffLeadership Team should own Applied stock with a value of at least three times his or hertheir annual base salary. Unearned performance awards and unexercised options (or portions thereof) are not included for purposes of satisfying the applicable ownership requirement. Under our guidelines, directors and officers may not sell any shares of Applied stock if their ownership is, or following the sale, would fall, below the applicable guideline. As of December 31, 2019,2022, all of our directors and executive officers were in compliance with the stock ownership guidelines.
Applied’s Standards of Business Conduct embody our commitment to ethical and legal business practices. The Board expects Applied’s directors, officers, and all other members of its workforce to act ethically at all times and to acknowledge their commitment to Applied’s Standards of Business Conduct. The Standards of Business Conduct are available on our website at:http: https://www.appliedmaterials.com/company/investor-relations/governance-documents.
us/en/about/corporate-governance/corporate-governance-documents.html.
The Board met fiveeight times in fiscal 2019.2022. Each director attended over 75% of all Board and applicable committee meetings held during fiscal 2019.2022. Directors are strongly encouraged to attend the Annual Meeting of Shareholders, and all of the directors serving on our Board at the time attended our 2019virtual 2022 Annual Meeting of Shareholders.
The Board has three principal committees performing the functions required by applicable SEC rules and Nasdaq listing standards to be performed by independent directors: the Audit Committee, the Human Resources and Compensation Committee,HRCC, and the Corporate Governance and Nominating Committee. Each of these committees meets regularly and
14 2020 Proxy Statement
BOARD AND CORPORATE GOVERNANCE PRACTICES
has a written charter approved by the Board that is reviewed annually by the respective committee and by the Board. The Board also has a Strategy Committee and an Investment Committee, whose rolesrole and responsibilities are described in Applied’s Corporate Governance GuidelinesGuidelines.
In addition, atAt each regularly-scheduledregularly scheduled Board meeting, the Chair of each committee reports on any significant matters addressed by the committee since the last regularly-scheduled Board meeting. Each director who serves on the Audit Committee, Human Resources and Compensation Committee,HRCC, or Corporate
Governance and Nominating Committee is an independent director under applicable Nasdaq listing standards and SEC rules.
Copies of the current charters for the Audit, Human ResourcesHRCC and Compensation, and Corporate Governance and Nominating Committees can be found on our website at:http: https://www.appliedmaterials.com/company/investor-relations/governance-documents. The roles and responsibilities of the Strategy Committee and the Investment Committee are described in Applied’s Corporate Governance Guidelines.us/en/about/corporate-governance/corporate-governance-documents.html.
Audit Committee
Audit Committee | Meetings in Fiscal 2022: 22 |
Members:
Yvonne McGill* ScottA. McGregor* | Primary responsibilities:
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* Audit Committee Financial
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Human Resources and Compensation Committee
24 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Board and Corporate Governance Practices
Human Resources and Compensation Committee | Meetings in Fiscal 2022: 4 |
Members:
Thomas J. Iannotti, Chair Rani Borkar Xun (Eric) Chen Alexander A. Karsner | Primary responsibilities:
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Corporate Governance and Nominating Committee
Corporate Governance and Nominating Committee | Meetings in Fiscal 2022: 5 |
Members:
Judy Bruner, Chair Alexander A. Karsner
| Primary responsibilities:
» Review strategy, policies, performance, and reporting related to the Company’s management of environmental, social, and governance (ESG) issues not delegated to other committees
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Applied Materials, Inc. 15
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 25 |
DIRECTOR COMPENSATION Director Compensation
Compensation Program for Directors
We compensate ournon-employee directors for their service on the Board with a combination of cash and equity awards. Directors who are employees of Applied do not receive any compensation for their service as directors. In March 2022, the HRCC, comprised solely of independent directors, approved changes to the compensation program for non-employee directors after consideration of market data and based on the recommendation of its independent compensation consultant. These changes, which were effective beginning with the second fiscal quarter of 2022, included increasing the annual base retainer from $80,000 to $85,000 and increasing the fair market value of the annual grant of restricted stock units from $225,000 to $240,000. Prior to these changes, the compensation for our non-employee directors was last changed in fiscal 2020.
Retainer and Meeting Fees
Eachnon-employee director receives an annual cash retainer for his or hertheir service on the Board, as well as additional cash retainers if he or she servesthey serve as the ChairmanChair of the Board, onas a member of a committee, or as the chair of a committee. Annual retainers are paid quarterly and are prorated based on the director’s service during the fiscal year. The following table sets forth cash compensation fornon-employee directors in effect during fiscal 2019.2022.
Annual Base Retainer (prorated and paid quarterly) | $ | 70,000 | ||
Additional Annual Retainers for Committee Service (prorated and paid quarterly): |
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Audit Committee | $ | 25,000 | ||
Human Resources and Compensation Committee | $ | 12,500 | ||
Corporate Governance and Nominating Committee | $ | 10,000 | ||
Strategy Committee | $ | 10,000 | ||
Additional Annual Retainers for Chairman and Committee Chairs (prorated and paid quarterly): |
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Chairman of the Board | $ | 150,000 | ||
Audit Committee Chair | $ | 25,000 | ||
Human Resources and Compensation Committee Chair | $ | 20,000 | ||
Corporate Governance and Nominating Committee Chair | $ | 12,500 | ||
Strategy Committee Chair | $ | 12,500 |
| | Effective through Q1 FY2022 | | | Effective as of Q2 FY2022 | | ||
Annual Base Retainer (prorated and paid quarterly) | $ | 80,000 | $ | 85,000 | ||||
Additional Annual Retainers for Committee Service (prorated and paid quarterly): |
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Audit Committee | $ | 25,000 | $ | 25,000 | ||||
Human Resources and Compensation Committee | $ | 12,500 | $ | 12,500 | ||||
Corporate Governance and Nominating Committee | $ | 10,000 | $ | 10,000 | ||||
Strategy and Investment Committee | $ | 10,000 | $ | 10,000 | ||||
Additional Annual Retainers for Chair and Committee Chairs (prorated and paid quarterly): |
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Chair of the Board | $ | 150,000 | $ | 150,000 | ||||
Audit Committee Chair | $ | 25,000 | $ | 25,000 | ||||
Human Resources and Compensation Committee Chair | $ | 20,000 | $ | 20,000 | ||||
Corporate Governance and Nominating Committee Chair | $ | 12,500 | $ | 12,500 | ||||
Strategy and Investment Committee Chair | $ | 12,500 | $ | 12,500 |
In addition, upon the determination of the Chair of the Board, non-employee directors may receive $2,000 per meeting for service on the Investment Committee or otherany ad-hoc committee of which they are a member, or $3,000 per meeting if they are the chair of such a committee.Board. Non-employee directors are reimbursed for travel and other reasonableout-of-pocket expenses related to attendance at Board and committee meetings, business events on behalf of Applied, and seminars and programs on subjects related to their Board responsibilities.
26 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Director Compensation
Equity Compensation
Initial Grant. Upon initial appointment (by the Board) or election (by the shareholders) to the Board other than at an annual meeting of shareholders, anon-employee director receives a grant of restricted stock units with respect to a number of shares of Applied common stock with a fair market value on the date of grant equal to $225,000 (rounded down to the nearest whole share),pro-rated based on the period starting on the day of initial appointment or election and ending on the day of the next scheduled annual meeting of shareholders.
Annual Grant. Eachnon-employee director elected at an annual meeting receives on that date anon-discretionary grant of restricted stock units with respect to a number of shares of Applied common stock with a fair market value on the date of grant equal to $225,000$240,000 (rounded down to the nearest whole share), pro-rated based on the period starting on the day of initial appointment or election and ending on the day of the next scheduled annual meeting of shareholders.
Annual Grant. Each non-employee director elected at an annual meeting receives on that date a non-discretionary grant of restricted stock units with respect to a number of shares of Applied common stock with a fair market value on the date of grant equal to $240,000 (rounded down to the nearest whole share). Anon-employee director who is initially appointed or elected to the Board on the day of an annual meeting of shareholders receives only an annual grant. Each of ournon-employee directors who was re-elected at the 20192022 Annual Meeting received a grant of 5,9881,920 restricted stock units on that date.
Vesting.Grants made to ournon-employee directors vest in full on the earlier of March 1 of the year following the date of grant or the date of the next annual meeting, provided thenon-employee director remains on the Board through the scheduled vesting date. Vesting of these grants will beis accelerated in full upon anon-employee director’s earlier termination of service on the Board due to disability or death, or upon a change of control of Applied if the director ceases to be anon-employee director (and does not become a member of the board of directors of any successor corporation or its parent).Non-employee directors may elect in advance to defer receipt of vested shares until their termination of service on the Board.
Limit on Awards.Under our amended and restated Employee Stock Incentive Plan, grants of equity awards to any individualnon-employee director may not exceed a fair market value totaling more than $400,000 in any fiscal year.
Charitable Matching Contributions
Non-employee directors are eligible to participate in The Applied Materials Foundation Matching Gift Program, under which theThe Applied Materials Foundation will annually will match up to $3,000 of anon-employee director’s donations to eligiblenon-profit and educational organizations, as well asand will match an unlimited amount of donations to our annual food drive. In addition,
16 2020 Proxy Statement
DIRECTOR COMPENSATION
non-employee directors are eligible to participate in a matching program under the Applied Materials, Inc. Political Action Committee, under which the Company annually will match up to $2,500 of anon-employee director’s contributions for the benefit of eligiblenon-profit organizations
and kindergarten to 12th grade public andnon-profit private schools in the U.S.Non-employee directors are subject to the same These maximum matching amounts and other terms are the same as those forthat apply to Applied’s employees.
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 27 |
Director Compensation
Director Compensation for Fiscal 20192022
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||
Rani Borkar | 101,751 | 238,061 | — | 339,812 | ||||||||||||
Judy Bruner | 156,250 | 238,061 | — | 394,311 | ||||||||||||
Xun (Eric) Chen | 106,250 | 238,061 | — | 344,311 | ||||||||||||
Aart J. de Geus | 93,750 | 238,061 | — | 331,811 | ||||||||||||
Thomas J. Iannotti | 266,250 | 238,061 | 3,500 | 507,811 | ||||||||||||
Alexander A. Karsner | 106,250 | 238,061 | — | 344,311 | ||||||||||||
Adrianna C. Ma | 99,045 | 238,061 | 3,000 | 340,106 | ||||||||||||
Kevin P. March | 3,324 | 92,237 | — | 95,561 | ||||||||||||
Yvonne McGill | 118,750 | 238,061 | — | 356,811 | ||||||||||||
Scott A. McGregor | 131,250 | 238,061 | — | 369,311 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||
Judy Bruner | 117,500 | 220,119 | 6,500 | 344,119 | ||||||||||||
Xun (Eric) Chen | 92,500 | 220,119 | — | 312,619 | ||||||||||||
Aart J. de Geus | 104,500 | 220,119 | — | 324,619 | ||||||||||||
Stephen R. Forrest | 117,000 | 220,119 | 750 | 337,869 | ||||||||||||
Thomas J. Iannotti | 252,500 | 220,119 | 4,000 | 476,619 | ||||||||||||
Alexander A. Karsner | 92,500 | 220,119 | — | 312,619 | ||||||||||||
Adrianna C. Ma | 123,000 | 220,119 | 2,000 | 345,119 | ||||||||||||
Yvonne McGill(4) | 25,577 | 142,201 | — | 167,778 | ||||||||||||
Scott A. McGregor | 105,000 | 220,119 | 6,000 | 331,119 | ||||||||||||
Dennis D. Powell | 140,000 | 220,119 | — | 360,119 |
(1) | Amounts shown do not reflect compensation actually received by the directors. Instead, these amounts represent the grant date fair value of stock awards granted in fiscal |
(2) | Each director other than |
(3) |
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Applied Materials, Inc. 17
28 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
STOCK OWNERSHIP INFORMATION Stock Ownership Information
The following table shows the number of shares of our common stock beneficially owned as of December 31, 20192022 by each person known by Applied to own 5% or more of our common stock. In general, “beneficial ownership” refers to shares that an entity or individual had the power to vote or the power to dispose of, and shares that such entity or individual had the right to acquire within 60 days after December 31, 2019.2022.
Shares Beneficially Owned | ||||||||
Name | Number | Percent(1) | ||||||
The Vanguard Group | 75,042,977 | (2) | 8.20 | % | ||||
BlackRock, Inc. | 66,433,313 | (3) | 7.26 | % | ||||
State Street Corporation | 47,947,194 | (4) | 5.24 | % |
| Shares Beneficially Owned | |||||||
Name | Number | Percent(1) | ||||||
The Vanguard Group 100 Vanguard Blvd. | 73,139,429 | (2) | 8.67% | |||||
BlackRock, Inc. 55 East 52nd Street | 71,870,124 | (3) | 8.52% |
(1) | Percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by |
(2) | The amended Schedule 13G filed with the SEC by The Vanguard Group (“Vanguard”) on February |
(3) | The amended Schedule 13G filed with the SEC by BlackRock, Inc. (“BlackRock”) on February |
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18 2020 Proxy Statement
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 29 |
STOCK OWNERSHIP INFORMATION Stock Ownership Information
Directors and Executive Officers
The following table shows the number of shares of our common stock beneficially owned as of December 31, 20192022 by: (1) each director and director nominee, (2) each NEOnamed executive officer and (3) the current directors and executive officers as a group. In general, “beneficial ownership” refers to shares that a director or executive officer had the power to vote or the power to dispose of, and shares that such individual had the right to acquire within 60 days after December 31, 2019.2022.
Shares Beneficially Owned | ||||||||
Name | Number(1) | Percent(2) | ||||||
Directors, not including the CEO: | ||||||||
Rani Borkar | 4,438 | (3) | * | |||||
Judy Bruner | 29,380 | (4) | * | |||||
Xun (Eric) Chen | 40,245 | (5) | * | |||||
Aart J. de Geus | 106,281 | (6) | * | |||||
Thomas J. Iannotti | 56,784 | (6) | * | |||||
Alexander A. Karsner | 11,347 | (6) | * | |||||
Adrianna C. Ma | 38,801 | (7) | * | |||||
Kevin P. March | 1,178 | (8) | * | |||||
Yvonne McGill | 11,820 | (6) | * | |||||
Scott A. McGregor | 19,075 | (6) | * | |||||
Named Executive Officers: |
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Current Directors and Executive Officers, as a Group | * |
* | Less than 1% |
(1) | Except as subject to applicable community property laws and as specified in the footnotes below, the persons named in the table have sole voting and investment power with respect to all of their shares of common stock. |
(2) | Percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of |
(3) | Includes |
(4) | Includes 27,460 shares of common stock held in a family trust for which Ms. Bruner shares voting and investment power and 1,920 restricted stock units that are scheduled to vest within 60 days after December 31, 2022. |
(5) | Includes (a) 377 shares of common stock held in family trusts for which Dr. Chen is deemed to share voting and investment power, (b) 21,849 restricted stock units that have vested and which, pursuant to Dr. Chen’s election to defer, will be converted to shares of Applied common stock and paid to him on the date of his termination of service from the Applied Board and (c) 1,920 restricted stock units that are scheduled to vest within 60 days after December 31, 2022 and which, pursuant to Dr. Chen’s election to defer, will be converted to shares of Applied common stock and paid to him on the date of his termination of service from the Applied Board. |
Includes |
(7) | Includes (a) 34,363 restricted stock units that have vested and which, pursuant to Ms. Ma’s election to defer, will be converted to shares of Applied common stock and paid to her on the date of her termination of service from the Applied |
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30 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Stock Ownership Information
scheduled to vest within 60 days after December 31, 2022 and which, pursuant to |
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Includes |
(10) | Includes 12,542 restricted stock units that are scheduled to vest within 60 days after December 31, 2022. |
(11) | Includes (a) 31,373 restricted stock units that are scheduled to vest within 60 days after December 31, 2022 and (b) |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially own more than 10% of our common stock to report their ownership of Applied Materials, Inc. 19equity securities and any subsequent changes in that ownership to the SEC. We have reviewed all forms filed electronically with the SEC. Based on that review and on written information given to us by our executive officers and directors, we believe that all required reports were timely filed during fiscal 2022 and fiscal 2021, except for (a) six Forms 4 to report thirteen transactions on behalf of Dr. Chen’s family trusts that were not filed on a timely basis; these transactions were executed by an investment advisor for managed accounts, and Dr. Chen was unaware of the transactions at the time they occurred; and (b) a Form 4 to report one transaction in 2022 for Dr. Nalamasu that was filed late.
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 31 |
PROPOSAL 2 – Approval, on an Advisory Basis, of
the Compensation of Our Named Executive Officers
PROPOSAL 2—APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS2 – Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers
Pursuant to Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are asking shareholders to approve, on anon-binding, advisory basis, the compensation of our NEOs, as described in this Proxy Statement. We seek this approval each year. Our annual“say-on-pay” proposals have been supported by our shareholders each year since we began providing this vote in 2011, and received the support of 96%83% of votes cast in 2019.2022.
Our Board of Directors believes that our compensation policies and practices promote a performance-based culture and align our executives’ interests with those of our shareholders through a strong emphasis onat-risk compensation tied to the achievement of performance objectives and shareholder value. Our executive compensation program is also designed to attract and retain highly-talented executives who are critical to the successful implementation of Applied’s strategic plan.
Pay and Performance. We align compensation with our business objectives, performance, and shareholder interests. See pages 2639 and 3550 for charts illustrating the connection between key financial and Company performance metrics and the compensation paid to our CEO during the last five fiscal years.
Significant Portion of CEO Pay Consists of Variable Compensation and Long-Term Incentives.Incentives. In fiscal 2019, 92%2022, 95% of our CEO’s compensation comprised variable compensation elements, and 84%88% of his overall
compensation was delivered in equity with multi-year vesting. Performance objectives include financial and market objectives relating to adjusted operating margin, relative TSR, adjusted gross margin WFEand wafer fabrication equipment market share, and relative TSR, as well as other strategic and operational objectives, as described on pages 3246 and 33.47.
Please see the“Compensation “Compensation Discussion and Analysis” section for further discussion of our executive compensation program and the fiscal 20192022 compensation of our NEOs.
We are asking our shareholders to approve the compensation of our NEOs as described in this Proxy Statement by voting in favor of the following resolution:
“RESOLVED, that the shareholders approve, on anon-binding, advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 20202023 Annual Meeting of Shareholders pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis section, the Summary Compensation Table, other compensation tables, narrative discussion and related disclosure.”
Even though thissay-on-pay vote is advisory and therefore will not be binding on the Company, the HRCC and the Board value the opinions of our shareholders, and will consider the results of the vote when making future compensation decisions for our NEOs.
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20 2020 Proxy Statement
32 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS Compensation Discussion and Analysis
COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and Analysis
Our Business and Strategy
Applied Materials is the leader in the materials engineering solutions used to produce virtually every new chip and advanced display in the world. Our expertise in modifying materials at atomic levels and on an industrial scale enables customers to transform possibilities into reality. At Applied Materials, our innovations make possible the technology shaping the future.Make Possible® a Better Future.
We develop, design, produce and service semiconductor and display equipment for manufacturers that sell into highly competitive and rapidly changing end markets. Our competitive positioning is driven by the ability of our abilitytalented workforce to identify major technology inflections early, and to develop highly differentiated materials engineering solutions for our customers to enable those technology inflections. Through our broad portfolio of products, technologies and technologies,services, innovation leadership and focused investments in research and development, we are enabling our customers’ success and creating significant value for our shareholders. Applied’s ability to hire, develop and retain a world-class global workforce is based on our commitment to creating a Culture of Inclusion that embraces different backgrounds, perspectives, and experiences to build stronger, more resilient teams. Consistent with our core values, we enable our employees to do their best work by providing quality training, learning and career development opportunities; promoting diversity, equity and a connected and inclusive culture; and upholding a high standard of ethics and respect for human rights.
In addition to our other accomplishments, we continue to make strong progress towards our 10-year road map for environmental and social responsibility, which we introduced in 2020. At Applied, making a positive contribution is at the foundation of our culture and our vision to Make Possible® a Better Future. Our 1x, 100x and 10,000x sustainability framework refers to the holistic goals and commitments we’ve set for our operations, how we work with customers and suppliers, and how our technology can be used to advance sustainability on a global scale. More details of Applied’s ESG vision and strategy, including a copy of the Company’s most recent Sustainability Report, can be found at https://www.appliedmaterials.com/company/corporate-responsibility.
Our Performance Highlights
Over the past several years, our broad portfolio of products and services has made Applied a more resilient company that can perform well in a variety of conditions.market environments. In 2019,2022, we delivered solidstrong financial performance against very aggressive targets inwhile navigating COVID-related restrictions, supply chain shortages and a challenging market environment that was affected by down cycles in both memorygeopolitical and display equipment spending.macroeconomic environment. Key highlights include:
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Compensation Discussion and Analysis
Highlights of five-year performance achievements across key financial measures
Non-GAAP adjusted operating margin andnon-GAAP adjusted EPS are performance targets under our bonuslong-term incentive and long-term incentivebonus plans. See Appendix A fornon-GAAP reconciliations.
Applied Materials, Inc. 21
Key financial highlights for our reporting segments in fiscal 20192022 include the following:
Semiconductor Systems segment: we delivered record annual revenue of |
Applied Global Services segment: we grew revenue to a record |
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Display and Adjacent Markets segment: we delivered revenue of |
Strategic and Operational Highlights
Applied’s strategy is to deliver highly differentiated materials engineering products and services that enable major technology inflections and drive our customers’ success.
See inflections early Identify customers High Value Problems Develop Differentiated Valuable Sustainable products Ensure customer success + Generate residual value
We believeSemiconductors are at the electronics industry is in a periodfoundation of transition as major new growth drivers emerge in the formdigital transformation that will affect almost every sector of the economy over the coming years. Long-term megatrends including the Internet of Things (IoT), big data and artificial intelligence (AI). In fiscal 2019, we continued are fueling a new era of growth for semiconductors and driving the need for next-generation silicon technologies. Applied Materials has focused its strategy and investments to focus on initiativesdeliver innovations that will help accelerate our customers’ roadmaps and put Appliedimprovements in the best position for the future.power, performance, area, cost, and time-to-market (PPACt™) of semiconductor devices. Key highlightsstrategic and operational accomplishments during fiscal 2022 include:
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We strengthened our capabilities for advanced packaging, which helps chipmakers achieve improvements in PPACt, and where Applied has grown its equipment business to |
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34 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Compensation Discussion and Analysis
» | We |
Total Shareholder Return Performance
In fiscal 2022, our total shareholder return performance was negatively impacted by global macro-economic conditions, including monetary tightening measures taken by central banks around the world to address inflation as well as industry headwinds, including trade restrictions on sales of a subset of our products to customers in China. However, as shown below, for the five year period beginning with fiscal 2018 Applied has substantially outperformed the S&P 500 Index, reflecting the company’s ability to create unique and innovative materials engineering solutions that accelerate its customers’ technology roadmaps.
Fiscal 2018 – Fiscal 2022 Total Shareholder Return vs. S&P 500 and Proxy Peers1
1 | Reflects results from October 30, 2017 through October 30, 2022. Proxy peer data reflects companies set forth on page 42, weighted by market capitalization. |
Key Compensation Actions
Performance-Based Compensation Decisions.The HRCC approved an aggressive set of scorecard targetsperformance goals for the executive officers for fiscal 2019,2022, including financial targets above any levels that would represent record performance for Applied, had achieved in the past, as well as equally challenging operational targets. Although the aggressive targets resulted in below-target bonus payments, the Company expects to see market share growth for calendar year 2019 and also made significant progress on long-term growth initiatives.
During fiscal 2019,2022, Applied delivered solidexceptional financial and operational performanceresults in a challenging environment and made meaningful progress towards our long-term strategic goals that areremain focused on enabling strong longer-term revenue and EPS growth; however,growth. However, given an unprecedented set of challenges, including supply chain constraints and new export control regulations, the results were below aggressively set targets. Accordingly,Company did not meet some of its stretch objectives for the year, resulting in bonus payouts to ourfor the executive officers that were, on average, below target bonus amounts. target. No adjustments were made during the year to the performance goals or to the Company’s results in determining incentive payouts.
As part of our multi-year incentive program, for the period of 2017 to 2019,fiscal 2020 through 2022, the HRCC approved aggressive goals fornon-GAAP adjusted operating margin and WFE market share.relative total shareholder return. The results for this three-year performance period were abovemeaningfully exceeded target, resulting in above target levelabove-target vesting of performance share unit awards for our executive officers.
22 2020 Proxy Statement
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 35 |
COMPENSATION DISCUSSION AND ANALYSIS
Stock Price Performance
In fiscal 2019, our stock price performance reflected steady market optimism, particularly in the second half of the year, as the semiconductor market environment showed early signs of strength in foundry Compensation Discussion and logic spending, and continued reduction in memory inventory levels. Over the past five years, Applied has outperformed the S&P 500 Index, as shown below. In addition, Applied outperformed peers by over 40% in fiscal 2019.
FY2015 – FY2019 Total Shareholder Return vs. Key PeersAnalysis
Chief Financial Officer Transition. In March 2022, we welcomed our new Chief Financial Officer, Brice Hill, who brings extensive experience in semiconductor devices, manufacturing and computing from the edge to the cloud. Mr. Hill was previously the Executive Vice President and CFO of Xilinx through its acquisition by Advanced Micro Devices, Inc. Prior to that, he worked at Intel Corporation for more than two decades, including as Chief Financial Officer and Chief Operating Officer of the Technology, Systems and Core Engineering Group, responsible for Intel’s manufacturing, R&D and product engineering. In connection with hiring Mr. Hill, the HRCC approved a new-hire compensation package structured to provide appropriate incentives for him to join Applied, but not intended to represent ongoing compensation for his role. Concurrent with Mr. Hill’s appointment to the CFO role, Robert J. Halliday, who served as Applied’s interim CFO since September 2021, resumed his prior role as Corporate Vice President and Advisor. Mr. Halliday’s compensation, as shown on page 38, reflected the interim nature of his service as CFO.
Applied Global Services Leadership Transition. In August 2022, we announced the decision by Ali Salehpour, our former Senior Vice President, Services, Display and Flexible Technology, to retire from the Company. Mr. Salehpour remained with Applied until January 2023 as Advisor to the Company’s Chief Executive Officer to ensure a smooth transition of his role and responsibilities.
Following Mr. Salehpour’s announcement, Timothy M. Deane was appointed as head of the Applied Global Services (“AGS”) organization, leading the services business supporting customers in all market segments. Mr. Deane has been with Applied since 1995, most recently as the head of Field Operations and Business Management for the Semiconductor Products Group. The structure and amount of Mr. Deane’s compensation for fiscal 2022 primarily reflects his prior role.
Applied Materials, Inc. 23
36 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Compensation Discussion and Analysis
Primary Compensation Elements and Executive Compensation Highlights for Fiscal 20192022
The primary elements of our compensation program consist ofare base salary, annual incentive bonuses and long-term incentive awards. Other elements of compensation include a 401(k) savings plan, deferred compensation benefits and other benefits programs that are generally available to all employees. Primary elements and highlights of our fiscal 20192022 compensation program for our NEOs (except for Messrs. Hill, Deane and Halliday) were as follows:
Element of Pay | Structure | Highlights | |||||||||||||||||||||||||||||||||||||||||
Base Salary (see page |
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»Fixed cash compensation for performing expectedday-to-day responsibilities
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»Reviewed annually and adjusted | » Reflecting (i) continued strong performance across the business, driven by our executive leadership and (ii) the continuing growth in the size and complexity of the Company, in fiscal 2022 the HRCC approved salary increases ranging from 2% to 9% » This excludes the salary for our CEO, which the HRCC has not increased since December 2018 | ||||||||||||||||||||||||||||||||||||||||||
Annual Incentive Bonuses (see page |
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»Based on performance
» Includes assessment of the Company’s progress towards ESG goals »Financial and non-financial metrics provide a comprehensive assessment of executive performance
»Performance metrics evaluated annually
»NEO annual incentives determined through a three-step performance
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»The initial
»As the initial
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Long-Term Incentives (see page
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»PSUs vest based 50% on achievement of 3-year non-GAAP adjusted operating margin goal and 50% on 3-year
»PSUs |
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»Non-GAAP adjusted operating margin is a key measure of our Company’s long-term success
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24 2020 Proxy Statement
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 37 |
COMPENSATION DISCUSSION AND ANALYSIS Compensation Discussion and Analysis
Pay Mix
In fiscal 2019,2022, a significant portion of our executiveexecutives’ compensation consisted of variable compensation and long-term incentives. As illustrated below, 92%95% of CEO compensation for fiscal 2019 comprised2022 consisted of variable compensation elements, and 84%88% of CEO overall compensation was delivered in equitylong-term incentive awards with multi-year vesting.
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CEO | All Other NEOs2 | |
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2 | Excludes Messrs. Hill, Deane and Halliday, whose fiscal 2022 compensation is not representative of ongoing NEO compensation. |
1 Represents total direct compensation for FY2019
Summary of 20192022 Total Direct Compensation
The following table summarizes elements of annual total direct compensation for our NEOs for fiscal 2019,2022, consisting of (1) base salary, (2) actual annual incentive bonus payout and (3) long-term incentive awards (the grant date fair value of stock awards). This table excludes amounts not considered by the HRCC to be reflective of ongoing annual total direct compensation, such as: (a) the value of a sign-on bonus and a new-hire long-term incentive award for Mr. Hill, (b) the value of special RSU awards granted to Mr. Deane in December 2021 and upon his appointment as head of AGS in September 2022, (c) the value of a cash payment awarded to Mr. Halliday in recognition of his successful term as interim CFO and (d) certain other amounts required by the SEC to be reported in the Summary Compensation Table (see page 4158 of this Proxy Statement).
Name and Principal Position | Salary ($) | Annual ($) | Annual ($) | Total ($) | ||||||||||||
Gary E. Dickerson | 1,024,808 | 1,133,000 | 11,696,506 | 13,854,314 | ||||||||||||
Daniel J. Durn | 620,673 | 580,078 | 3,931,029 | 5,131,780 | ||||||||||||
Ali Salehpour | 620,673 | 411,750 | 3,931,029 | 4,963,452 | ||||||||||||
Prabu G. Raja | 564,058 | 430,948 | 2,892,132 | 3,887,138 | ||||||||||||
Steve G. Ghanayem | 564,058 | 497,543 | 2,892,132 | 3,953,733 |
Name and Principal Position | Salary ($) | Annual ($) | Annual ($) | Total ($) | ||||||||||||
Gary E. Dickerson President and Chief Executive Officer | 1,030,000 | 1,358,055 | 17,783,334 | 20,171,389 | ||||||||||||
Brice Hill (1) Senior Vice President, Chief Financial Officer and Enterprise Enablement Group | 441,346 | 523,723 | — | 965,069 | ||||||||||||
Prabu G. Raja Senior Vice President, Semiconductor Products Group | 679,615 | 819,791 | 5,372,622 | 6,872,028 | ||||||||||||
Omkaram Nalamasu Senior Vice President, Chief Technology Officer | 592,308 | 568,080 | 3,727,899 | 4,888,287 | ||||||||||||
Timothy M. Deane (2) Group Vice President, Applied Global Services | 433,350 | 412,458 | 860,734 | 1,706,542 | ||||||||||||
Robert J. Halliday (3) Corporate Vice President, Advisor; Former Interim Chief Financial Officer | 409,231 | 435,325 | — | 844,556 | ||||||||||||
Ali Salehpour (4) Former Senior Vice President, Services, Display and Flexible Technology | 653,461 | 630,028 | 4,577,886 | 5,861,375 |
Applied Materials, Inc. 25
38 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Compensation Discussion and Analysis
(1) | Mr. Hill joined Applied in March 2022. The base salary and annual incentive bonus shown for Mr. Hill are prorated based on his partial-year service during fiscal 2022. Amounts shown exclude a new-hire RSU award with grant date fair value of $8,351,018 and a sign-on bonus of $2,000,000. Mr. Hill did not receive an annual long-term incentive award in fiscal 2022. |
(2) | Mr. Deane’s compensation for fiscal 2022 primarily reflects service in his prior role. Amounts shown exclude an RSU award granted in December 2021 with grant date fair value of $981,171 and an RSU award granted in September 2022 upon his appointment as head of AGS with grant date fair value of $965,215. |
(3) | Mr. Halliday served as interim CFO until resuming his role as Corporate Vice President and Advisor upon Mr. Hill’s appointment as CFO in March 2022. The base salary and annual incentive bonus shown are prorated for service in, and compensation for, those roles. Amounts shown exclude a cash payment of $2,150,000 in recognition of Mr. Halliday’s successful service as the Company’s interim CFO. |
(4) | Mr. Salehpour retired from Applied in January 2023. RSU and PSU awards that were unvested at the time of Mr. Salehpour’s departure will vest consistent with the terms for a qualifying retirement under his existing award agreements. |
Pay and Performance
The HRCC approvessets aggressive performance goals for the CEO as well asand for the entire executive leadership team. As a result, despite outstandingExecutive Leadership Team. The following chart shows the connection between Applied’s TSR growth fromand the total direct compensation for our CEO over the last five fiscal 2015 through 2019,years. During this period, our shareholder returns significantly outpaced the increase in our CEO’s total direct compensation has remained essentially flat over the same period.compensation.
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26 2020 Proxy Statement
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 39 |
COMPENSATION DISCUSSION AND ANALYSIS Compensation Discussion and Analysis
Other Key Compensation Practices
We are committed to executive compensation practices that drive performance, mitigate risk, and align the interests of our leadership team with the intereststhose of our shareholders. Below is a summary of best practices that we have implemented because we believe they are in the best interests of Applied and our shareholders, and practices that we avoid because we believe they are not in the best interests of Applied or our shareholders.run counter to those interests.
WHAT WE DO | WHAT WE DO NOT DO | |||||||
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Pay for Performance– Significant majority of NEO target compensation is performance-based and tied topre-established performance goals aligned with our short- and long-term objectives. |
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No Guaranteed Bonuses– Our annual bonus plans are performance-based and do not include any guaranteed minimum payment levels. | |||||
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Mitigation of Risk– Use of varied performance measures and of payout limits in incentive programs mitigates risk that executives will be motivated to pursue results with respect to any one performance measure to the detriment of Applied as a whole. |
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No Hedging or Pledging– Our insider trading policy prohibits all directors, NEOs and other employees from engaging in hedging or other speculative trading, and prohibits directors and NEOs from pledging their shares. | |||||
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Compensation Recoupment Policy– Both our annual cash bonus plan and our stock incentive plan contain “clawback” provisions providing for reimbursement of incentive compensation from NEOs in certain circumstances. |
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No Excessive Perquisites– We do not provide material perquisites or other personal benefits to our NEOs or directors, except for security purposes or in connection with business-related relocation. | |||||
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Stock Ownership Guidelines– All senior officers and directors are subject to stock ownership guidelines to |
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No Dividends on Unvested | |||||
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Double-TriggerChange-in-Control Provisions– |
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No Executive Pensions– We do not offer any executive pension plans. | |||||
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AnnualSay-On-Pay Vote– We seek annual shareholder feedback on our executive compensation program. |
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No TaxGross-Ups– We do not pay taxgross-ups, except in connection with business-related relocation or expatriate assignments. |
40 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Applied Materials, Inc. 27
Compensation Discussion and Analysis
Compensation Governance and Decision-Making Framework
Overview of Compensation Program Philosophy and Governance Framework
Our executive compensation program has three principal objectives:
» | To attract, reward and retain highly-talented executive officers and other key employees; |
» | To motivate these individuals to achieve short-term and long-term goals that enhance shareholder value; and |
» | To support our core values and culture. |
We seek to achieve these objectives by:
» | Providing compensation that is competitive with the practices of other leading high-technology companies; and |
» | Linking rewards to Company and individual performance by: |
Setting challenging performance goals for executive officers and other key employees;
Balancing retention needs with performance objectives; and
Providing a high proportion of total target compensation in the form of long-term incentive awards to motivate executive officers and other key employees to increase long-term value in alignment with shareholders’ interests.
The HRCC uses these principles to determineset appropriate base salaries,salary levels and to design and determine annual incentive bonuses and long-term incentive awards. The HRCC also considers Applied’s business strategy and objectives, external factors such as the geopolitical and economic environment, competitive practices and trends, and corporate considerations,factors, including the affordabilityoverall cost of the compensation program.
The HRCC further considers the results of the annual advisory“say-on-pay” vote and shareholder feedback. At our Annual Meeting in 2019,2022, our“say-on-pay” proposal received a substantial majority (96%(83%) of votes cast.cast, reflecting continuing strong support for our ongoing executive compensation program. Following the Annual Meeting and throughout the remainder of 2022, we continued our extensive shareholder outreach efforts and specifically solicited feedback on our executive compensation program. A broad group of Applied management participated in the outreach through a series of virtual meetings and conference calls, with active independent director participation either directly on the calls or through oversight of the shareholder engagement program. During those discussions, we continued to receive broadly positive investor feedback on the compensation program structure and design. In these discussions, we also discussed the Value Creation Awards granted to certain executives in fiscal 2021, and re-emphasized that the HRCC does not expect to grant similar awards in the coming years. In consideration of this vote at our Annual Meeting and the shareholder feedback from our shareholders gathered through our outreach efforts, the HRCC approved an
executive compensation program structure for fiscal 20192022 that is generally unchanged from the fiscal 20182021 program.
Fiscal 20192022 Peer Group Companies
The HRCC regularly reviews the structure and amount of compensation paid by our peer group, which consists of a broad range of high-technology companies whose businesses are similarcomparable to ours and with whichwhom we typicallyare likely to compete for executive talent, as a reference point for evaluating our compensation program.
For the composition of the fiscal 20192022 peer group, wethe HRCC considered companies that met the following criteria: (1) innovative technology companies with product manufacturing, operations, (2) companies whose revenues orand market capitalization were approximatelyone-thirdone-fourth to five times that of Applied, (3) U.S. based publicly-traded companies with global operations that disclose executive compensation pursuant to SEC rules, and (4) companies that compete with usrepresent: (i) industry competitors, (ii) competitors for key talent, and (5) companies that devote significant resources to research and development as a percentage of revenue(iii) customers or have approximatelyone-half to two times market capitalization to revenue multiple as that of Applied.suppliers, and/or (iv) comparable alternatives for shareholder investment. Based on this assessment, the HRCC determined to remove Juniper Networks, Inc., which was part ofleave the fiscal 20182021 peer group from theunchanged for fiscal 2019 peer group as it no longer met most of the screening criteria listed above, including revenue and multiple of market capitalization to revenue. The HRCC added Analog Devices, Inc. to the fiscal 2019 peer group as it met the criteria for multiple of market capitalization to revenue and it has a stronger business fit with Applied relative to Juniper Networks.2022. Each of the other companies in the resulting peer group listed below metmeets most if notor all of the fivefour screening criteriacriteria.
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 41 |
Compensation Discussion and continued to be included in the peer group; in addition, several of the companies were among our principal U.S. competitors or top U.S. customers.Analysis
Data gathered on executive compensation practices across the peer group include base salary levels, bonus targetedpayouts, target and actual cash compensation, long-term incentive awardsaward values and total direct compensation.compensation levels. The HRCC uses this information as a reference point in informing its decision making, rather than to targettargeting a specific percentile of the peer data for our NEOs. The executive compensation data for the peer group datacompanies is gathered from the sources described in “Role“Role of Compensation Consultant” below.
28 2020 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Our fiscal 20192022 peer group and related information are set forth below.
Fiscal | ||
Advanced Micro Devices, Inc. | Micron Technology, Inc. | |
Analog Devices, Inc. | Motorola Solutions, Inc. | |
Broadcom, Inc. | NetApp, Inc. | |
Cisco Systems, Inc. | NVIDIA Corp. | |
Corning Inc. | NXP Semiconductors N.V. | |
Intel | QUALCOMM, Inc | |
KLA Corp. | Texas Instruments, Inc. | |
Lam Research Corp. | Western Digital Corp. |
Applied Materials Positioning Relative to Peers1
Applied Materials Positioning Relative to Peers Revenue 100th percentile Market Capitalization 100th percentile 50th percentile Percentile Rank
1 | As of the HRCC’s review in March 2022. |
Components of Total Direct Compensation
Determining Annual Total Direct Compensation
At the beginning of fiscal 2019,2022, the HRCC evaluated each NEO’s annual total direct compensation – consisting of annual base salary, target annual incentive bonusopportunity for the fiscal year and long-term incentive award.award value – for each NEO (other than Messrs. Hill and Deane who became executive officers during the course of fiscal 2022). As part of this annual evaluation, the HRCC considersconsidered the NEO’s scope of responsibility, performance, skill set, prior experience and achievements, advancement potential, impact on results and expected future contributionscontribution to our business. The HRCC also considersconsidered the compensation levels of aneach executive officer relative to other Applied officers, the need to attract and retain talent, business conditions, and compensation levels at our peer companies for comparable positions; however, no individual element of compensation is targeted to a peer percentile range. TheFollowing the end of fiscal 2022, the HRCC uses peer group data as a tool to assess how our executives’determined payouts for performance-based compensation compares to the market rather than as a means to establish specific target compensation levels. Actual pay results varyprograms, based on the overall performance of the Company and individual NEO performance,NEOs as compared to pre-established objectives.
Target Cash Compensation
Base salaries and bonus opportunities are designed to attract, motivate, reward, and retain highly-talented executives, as well as to align pay with performance. Applied continues to focus the largest portionweighting of NEOcash compensation is performance-based.more heavily toward performance-based incentives. At the beginning of each fiscal year (or at the time of an executive officer’s hire or appointment, as applicable), the HRCC determines each NEO’s target total cash compensation (salary and target bonus).
42 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Compensation Discussion and Analysis
Base Salaries
Base salaries and bonus opportunities are designed to attract, motivate, reward and retain executive talent, as well as to align pay with performance. At the beginning of each fiscal year, the HRCC determines each NEO’s targeted total cash compensation (salary and target bonus).
Base salaries arerepresent an annual fixed level of cash compensation. Based on its review in early fiscal 2022, the HRCC determined to increase the base salary level for each NEO, excluding: Mr. Dickerson, given the HRCC’s belief that CEO compensation should be predominantly tied to long-term results; Mr. Halliday, who was serving as interim CFO; and Messrs. Hill and Deane, who were not yet executive officers. The HRCC approved anbelieved that such increases were appropriate given the significant increase in the size and complexity of Applied and its businesses over the preceding years and the limited increases to NEO salaries during that time. Mr. Hill’s base salary was established at the time of his hire, Mr. Halliday’s base salary for each NEO’sservice as Advisor was established at the time of his appointment to the role, and Mr. Deane’s base salary to ensure that it continues to reflect competitive pay positioning levels of similar roles, as well as to provide adequate retention value. Applied continues to focus the weighting of cash compensation more heavily toward performance-based incentives.during fiscal 2022 reflected his prior role.
Annual Incentive Bonus Opportunities
Bonus Plan Overview. In fiscal 2019,2022, all of our NEOs, except for Mr. Deane, participated in the Senior Executive Bonus Plan (the “Bonus Plan”). The Bonus Plan is a shareholder-approved bonus program designed to motivate and reward achievement of Applied’s business goals, alignedin alignment with delivering shareholder value and to attract and retain highly-talented individuals.value. The annual incentive bonus opportunity for each NEO under the Bonus Plan is directly linked to Applied’s achievement of financial and market performance, operational performance, and strategic objectives, in addition to individual performance. Company and individual goals are designedstructured to incentivize management to drive strong operating performance, invest in innovation to drive future growth and create shareholder value. Our Bonus Plan is performance-based and does not include any guaranteed minimum payment levels. Due to the timing of his appointment as an executive officer, Mr. Deane did not participate in the Bonus Plan for fiscal 2022 and instead participated in the Applied Incentive Plan (“AIP”).
Determining Target Bonus Amounts. Target bonus amounts for the NEOs are expressed as a percentage of base salary. The HRCC approves the annual target bonus amount for each NEO, taking into consideration Mr. Dickerson’s recommendations regarding the annual target bonus amounts for each of the NEOs other than himself. In early fiscal 2019,2022, Mr. Dickerson recommended that, for each NEO – other than Mr. Durn,Messrs. Hill and Deane, who were not executive officers at the time – the target bonus amounts as a percentage of base salary remain unchanged from fiscal 2018. Mr. Dickerson recommended,2021. Similarly, based on a comprehensive review and with input from its independent compensation consultant, the HRCC approved, increasing Mr. Durn’s target bonus from 110% to 135% of his salary to reflect an increase in the competitive pay positioning level for annual incentive targets for CFOs. The HRCC considered a number of factors, including publicly available data and market survey data, as well as an assessment of overall economic and business conditions in decidingdetermined not to increasechange Mr. Dickerson’s target bonus.bonus amount from fiscal 2021.
Mr. Hill’s target bonus opportunity was established at the time of his hire, Mr. Halliday’s target bonus opportunity for service as Advisor was established at the time of his appointment to the role, and Mr. Deane’s target bonus opportunity during fiscal 2022 reflected his prior role. Mr. Hill’s fiscal 2022 bonus opportunity was prorated to reflect his partial-year service and Mr. Halliday’s fiscal 2022 bonus opportunity was prorated to reflect his service as interim CFO for approximately the first four months of the fiscal year and Advisor for the remaining approximately eight months of the fiscal year.
Applied Materials, Inc. 29
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 43 |
Compensation Discussion and Analysis
Assessing Performance and Payout. The determination of fiscal 20192022 performance and annual incentive bonuses for our NEOs who participated in the Bonus Plan consisted of three key steps, as illustrated below and described in more detail in the diagram below and the following discussion.subsequent narrative.
NEO Bonus Determination
Initial Funding Threshold Threshold performance requirement that must be achieved for maximum bonuses to become available Initial funding threshold for fiscal 2019 was non-GAAP adjusted EPS of $2.90 Corporate Scorecard Assessment of performance against pre-defined financial, operational and strategic corporate goalsPerformance Hurdle. For fiscal 2019, for our CEO and CFO, 50% based on financial and market performance and execution goals; 50% based on objective and measurable operational and strategic goals Individual Performance Factor Assessment of individual NEO performance against personal objectives and contributions to the business
The HRCC believes that this multi-step performance framework appropriately emphasizes financial performance, while also providing a mechanism to assess achievement of key business imperatives by individual NEOs.
Initial Funding Threshold. For fiscal 2019,2022, the HRCC chosenon-GAAP adjusted EPS as the initial funding threshold.performance hurdle under the Bonus Plan. EPS, an indicator of overall Company financial performance, is a measure of profits generated on a per shareper-share basis that are available either to reinvest in the business or to distribute to shareholders, and has a strong link to share price valuation.
If Applied does not achieve a thresholdnon-GAAP adjusted EPS of $2.90 for the fiscal year (set at $7.00 for fiscal 2022), no bonus is payable. If this threshold is achieved, the maximum bonus that becomes payable for each NEO is the lowest of: (a) $5 million, (b) 3x athe corporate bonus pool funding modifier multiplied by the target bonus, and (c) 3x the target bonus, as a percentage of base salary.bonus.
In fiscal 2019,2022, Applied’snon-GAAP adjusted EPS was $3.04,$7.70, resulting in achievement of the initial funding thresholdperformance hurdle under the Bonus Plan. Adjusted EPS is anon-GAAP measure that excludes certain items from EPS determined in accordance with GAAP (see Appendix A for a reconciliation ofnon-GAAP adjusted EPS).
Non-GAAP adjusted EPS does not excludeincludes the impact of share-based compensation expenses.
Balanced Corporate Scorecard. If the initial performance goalhurdle is achieved, the HRCC then usesreviews the level of achievement of pre-defined objectives on the corporate scorecard to evaluate achievement ofpre-defined corporate objectives and goalsdetermines the appropriate scorecard result for each NEO and as a primary mechanism to exercise negative discretion from the maximum bonus amount.fiscal year. The scorecard is designed to measure achievement of financial andnon-financial objectives that are considered by the HRCC to be key drivers of the Company’s near-term financial and operational success that will create shareholder value over the longer-term. The fiscal 20192022 scorecard measured corporatecompany performance in fourfive broad categories: (1) Financial and Market Performance and Execution, (2) Products and Growth, (3) Services and Subscription, (4) Customers and FieldMarkets, and (4)(5) People and Organization. These categories align with and support the Company’s strategy of strengthening our materials engineering capabilities to enable major technology inflections for our customers and positioning Applied for sustainable growth to support long-term value creation for itsour shareholders. Since fiscal 2021, the corporate scorecard has included ESG objectives, with performance measured based on Applied’s successfully making annual progress required to meet our long-term ESG goals. For fiscal 2022,
30 2020 Proxy Statement
44 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS Compensation Discussion and Analysis
the HRCC approved the addition of the Services and Subscription category, underscoring the Company’s focus on increasing the number of tools under comprehensive, long-term service contracts.
Scorecard Category | Weighting
| Link to Company Strategy and Performance | ||
Financial and Market Performance and Execution | 50% |
| ||
Products and Growth | 30% | Reinforces strategy of developing new and differentiated products | ||
Services and | Increases focus on continued profitable growth of the services business with an increasingly large portion being converted to subscriptions | |||
Customers and Markets | 5% | Promotes focus on customer service by improving growth and efficiency at key accounts and applications | ||
People and Organization | Drives |
NEO Objectives and Weightings. Each NEO (other than Mr. Deane, whose bonus payout was determined under the AIP) was assigned individualized weightings for all measuresscorecard objectives to reflect the relative impact and contributions of that NEO and his business or organizational unit to Applied’s overall performance with respect to a particular measure.objective. The corporate scorecard objectives and weightings were the same for Mr. Dickerson and Mr. Durn. The objectives and weightings for each NEO are set forth in the table below.
Goal Setting and Measurement. At the beginning of the fiscal year, the HRCC reviewed objectives goals and individual weightings initially proposed by management, and provided input toon the final corporate scorecard and individual weightings for each NEO. Scorecard objectives are intendedNEO (including weightings applicable to be very challenging to incentivize our NEOs to achieve performance
levels that are higher than our externally communicated financial targets. Consequently, delivering results belowboth the 100% target level can still represent very meaningful progress towards our long-term strategic goals. Progress towards achievinginterim and the corporate scorecard objectives was evaluated and tracked quarterly during the fiscal year. Scores were awarded for each metricongoing CFO, but excluding Mr. Deane whose annual bonus payout under the scorecardAIP was based on the degree to whichperformance of thepre-determined goals Semiconductor Products Group, reflecting his role for that metric were achieved.the majority of fiscal 2022). Performance hurdles were set to measure achievement at 0, 0.5, 1.0, 1.5 and 2.0 levels, with a score of 1.0 indicating performance that met very high expectations and scores over 1.0 indicating extraordinary achievement. Scorecard objectives are intended to be very challenging to incentivize our NEOs to achieve performance levels that are higher than our externally communicated financial targets. Consequently, delivering results below the 100% target level can still represent very meaningful progress towards our long-term strategic goals. At the end of the fiscal year, scores were calculated based on actual performance against objectives and were presented to the HRCC to review, adjust and approve.
Applied Materials, Inc. 31
The following table detailsshows the fiscal 20192022 corporate scorecard objectives, their relative weightings for eachthe NEO, the achievements based on performance against rigorous objectives and the resulting scores, as approved by the HRCC (see Appendix A fornon-GAAP reconciliations). The HRCC approved an aggressive set of scorecard targets for the executive officers for fiscal 2019,2022, including financial targets far above any levels that Applied had achieved in the past, as well as equally challenging operational targets.targets, and a focus on continued progress towards positioning the company to achieve its long-term objectives. During fiscal 2019,2022, Applied delivered solidexceptional financial and operational performance in a challenging environment and made meaningful progress towards our long-term strategic goals that are focused on enabling strong longer-term revenue and EPS growth; however,growth. However, due to COVID-related restrictions, supply chain constraints and a challenging geopolitical and macroeconomic environment during fiscal 2022, the results were below aggressivelyCompany did not fully meet some of the aggressive goals set targets. Accordingly, bonus payouts to our executive officers were below target bonus amounts.for the year.
Weightings | Achievements | Score | ||||||||||||||||||||
Objectives | Dickerson and Durn | Salehpour | Raja | Ghanayem | ||||||||||||||||||
Financial and Market Performance and Execution | 50.0% | 47.5% | 50.0% | 40.0% | ||||||||||||||||||
● Grow wafer fabrication equipment (measured by Gartner) market share | ● Expecting growth in wafer fabrication equipment market share but below the aggressive targeted share increase in calendar 2019 | 0.5 | ||||||||||||||||||||
● Achieve adjusted gross margin targets (gross margin reported externally) | ● Delivered 44.0%non-GAAP adjusted gross margin, but below the aggressive targets set for the year | 0.0 | ||||||||||||||||||||
● Achieve adjusted operating margin goal (operating margin reported externally) | ● Achieved 23.5%non-GAAP adjusted operating margin, narrowly missing the aggressive targets set for the year | 0.5 | ||||||||||||||||||||
● Achieve TSR target relative to peers | ● Achieved targeted TSR performance relative to semiconductor equipment peer group | 1.0 | ||||||||||||||||||||
●Improve operational, quality and safety performance | ● Successfully drove improvements in delivery times, materials costs, quality and safety | 1.0 | ||||||||||||||||||||
Products and Growth | 30.0% | 37.5% | 25.0% | 42.5% | ||||||||||||||||||
● Demonstrate progress towards ability to deliver targeted fiscal 2023 revenue for semiconductor businesses | ● Met aggressive milestones towards delivering 2023 revenue target for semiconductor businesses | 1.0 | ||||||||||||||||||||
● Demonstrate progress towards ability to deliver targeted fiscal 2023 revenue for Display business | ● Made significant progress towards delivering 2023 revenue target for Display business but some results were below the aggressive goals set for the year | 0.5 | ||||||||||||||||||||
● Grow Service revenue per target | ● Delivered record Service revenue but fell short of the aggressive service revenue growth target for the year | 0.0 | ||||||||||||||||||||
● Develop growth pipeline to deliver targeted fiscal 2021 revenue and create opportunities in core and new businesses | ● Developed strong pipeline of opportunities to drive significant future growth but fell slightly short of aggressive targets | 0.5 | ||||||||||||||||||||
Customers and Field | 12.5% | 7.5% | 17.5% | 10.0% | ||||||||||||||||||
● Achieve growth and efficiency metrics at key accounts | ● Achieved aggressive field management goals at the majority of, but not all, key accounts | 0.5 | ||||||||||||||||||||
●Win development tool of record and production tool of record positions at key customers; grow target applications for systems and service | ● Delivered many development tool of record and production tool of record positions, which set us up well for the future, but below the aggressive targets set for the year. Achieved many significant milestones for application growth for systems and service, but below the aggressive targeted goals for the year | 0.5 | ||||||||||||||||||||
●Validate Preferred Strategic Partner customer engagements worth targeted fiscal 2023 revenue that create value for customers and meaningfully expand systems and service business | ● The Preferred Strategic Partner goal is set as a multiple year objective to go far beyond our existing customer relationships. In 2019, we achieved many milestones for Preferred Strategic Partner engagements, however, fell short of some aggressive targets set for the year | 0.5 |
32 2020 Proxy Statement
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 45 |
COMPENSATION DISCUSSION AND ANALYSIS Compensation Discussion and Analysis
Weightings | Achievements | Score | ||||||||||||||||||||
Objectives | Dickerson and Durn | Salehpour | Raja | Ghanayem | ||||||||||||||||||
People and Organization | 7.5% | 7.5% | 7.5% | 7.5% | ||||||||||||||||||
● Improve overall health score and employee engagement score relative to 2018 organizational health index survey results | ● Despite both a challenging business climate and robust talent market, in 2019, we achieved the same overall health score and employee engagement score as the previous year | 0.5 | ||||||||||||||||||||
● Accelerate diversity and inclusion initiative by increasing targeted representation of women and underrepresented minorities, improving culture of inclusion and setting goals, plans and scoring matrices for certain business and functional organizations | ● Formed fully-dedicated team to support work in designing a culture of inclusion, which is a catalyst to accelerate progress toward increasing diversity in the workforce. Established Culture of Inclusion Framework and inclusion strategy to include innovative approaches with intentional focus on leadership, eliminating systematic barriers and fostering engagement | 0.5 | ||||||||||||||||||||
● Implement next phase of organizational development strategy | ● Drove organizational development by ensuring that 89% of regular full-time employees had development objectives in Workday by end of Q2 and employees participating in training PATHWAY completed 89% of all assigned training by end of fiscal 2019 | 1.5 | ||||||||||||||||||||
Goals tied to objective and quantifiable metrics aligned with Company strategy
|
|
Beginning with the fiscal 2021 corporate scorecard, the HRCC added a broader ESG objective – beyond the Company’s existing focus on diversity and inclusion – to demonstrate Applied’s commitment to driving sustainability throughout our business and to provide a discrete incentive for management to execute on our ESG strategy. While the Company’s ESG goals are long-term in nature, the HRCC believes that it is important to annually review, measure and assess progress towards those goals. As a result, the HRCC included ESG objectives in the annual incentive program, rather than in long-term incentive awards. More detail on the Company’s ESG framework and 2022 accomplishments can be found on pages xii through xiv.
Objectives | Weightings | Achievements | ||||||||||||||||||||
| ||||||||||||||||||||||
Financial and Market Performance and Execution | 50% | 50% | 50% | 50% |
|
|
|
| ||||||||||||||
Grow wafer fabrication equipment market share (measured by VLSI Research) | 12% | 12% | 12% | 12% | Delivered record revenue and increased company level backlog by 62%, but due to supply chain challenges, forecast modest share gains in CY22 – short of our aggressive goal | 0.5 | ||||||||||||||||
Achieve targeted Service revenue growth | 2% | 2% | 2% | 4% | Delivered record Service revenue, but with a growth rate below our aggressive goals | 0.5 | ||||||||||||||||
Achieve targeted Free Cash Flow | 4% | 4% | 4% | 2% | Generated Free Cash Flow below challenging target for the year, primarily due to supply chain constraints | 0.0 | ||||||||||||||||
Achieve adjusted gross margin targets (gross margin reported externally) | 10% | 10% | 10% | 10% | Delivered 46.6% non-GAAP adjusted gross margin, modestly below fiscal 2021 | 0.5 | ||||||||||||||||
Achieve adjusted operating margin goal (operating margin reported externally) | 10% | 10% | 10% | 10% | Achieved 30.5% non-GAAP adjusted operating margin, a modest decrease from fiscal 2021 | 0.5 | ||||||||||||||||
Achieve TSR ranking target relative to peers | 8% | 8% | 8% | 8% | Performed on par with peers during the fiscal year | 1.0 | ||||||||||||||||
Improve operational, quality and safety performance | 4% | 4% | 4% | 4% | Missed some key operational and quality metrics, in large part as a result of supply chain constraints | 0.5 | ||||||||||||||||
Products and Growth | 30% | 32.5% | 37.5% | 25% |
|
|
|
| ||||||||||||||
Deliver key milestones that demonstrate progress towards targeted fiscal 2024 performance for semiconductor businesses | 15% | 20% | 2.5% | 5% | Achieved milestones towards 2024 revenue target for semiconductor businesses | 1.0 | ||||||||||||||||
Achieve key milestones that demonstrate progress towards targeted fiscal 2024 performance for Integrated Materials Solutions business | 3.5% | 5% | 1.5% | 1.5% | Achieved milestones towards 2024 targets for IMS business | 1.0 | ||||||||||||||||
Deliver key milestones that demonstrate progress towards targeted fiscal 2024 performance for AIx application | 3.5% | 5% | 1.5% | 3.5% | Made progress towards 2024 targets, but some results fell short of the aggressive milestones set for the year | 0.5 | ||||||||||||||||
Deliver key milestones that demonstrate progress towards targeted fiscal 2024 performance for Display Business | 5% | 0% | 7% | 12% | Made progress towards 2024 targets for Display business, but some results fell short of milestones set for the year | 0.75 |
46 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Compensation Discussion and Analysis
Objectives | Weightings | Achievements | ||||||||||||||||||||
| ||||||||||||||||||||||
Deliver key milestones that demonstrate progress towards targeted fiscal 2024 performance for new/adjacent market growth | 3% | 2.5% | 25% | 3% | Developed pipeline of opportunities in new and adjacent growth areas | 0.75 | ||||||||||||||||
Services and Subscription | 10% | 7.5% | 7.5% | 15% |
|
|
|
| ||||||||||||||
Achieve key milestones that demonstrate progress towards targeted fiscal 2024 performance for Service business | 7.5% | 5% | 5% | 10% | Achieved milestones towards 2024 targets for Service business | 1.0 | ||||||||||||||||
Achieve key milestones that demonstrate progress towards targeted fiscal 2024 performance for Service business | 2.5% | 2.5% | 2.5% | 5% | Delivered subscription revenue growth below aggressive goals | 0.5 | ||||||||||||||||
Customers and Markets | 5% | 5% | — | 5% |
|
|
|
| ||||||||||||||
Achieve key milestones that demonstrate progress towards targeted fiscal 2024 performance at leading customers and accounts | 2.5% | 2.5% | — | 2.5% | Exceeded development and production tool of record goals, as well as application growth goals for systems and service | 2.0 | ||||||||||||||||
Deliver key milestones that demonstrate progress towards targeted fiscal 2024 performance for ICAPS business | 2.5% | 2.5% | — | 2.5% | Met milestones towards 2024 targets for IoT, Communications, Automotive, Power and Sensors (ICAPS) business | 1.0 | ||||||||||||||||
People and Organization | 5% | 5% | 5% | 5% |
|
|
|
| ||||||||||||||
ESG objective – Demonstrate targeted progress towards increasing representation of women and underrepresented minorities | 2.5% | 2.5% | 2.5% | 2.5% | Continued progress toward achieving our longer-term objectives, but fell short of near-term representation goals | 0.5 | ||||||||||||||||
ESG objective – Demonstrate progress towards achieving other long-term ESG goals | 2.5% | 2.5% | 2.5% | 2.5% | Met key milestones towards Company’s 2030 ESG goals | 1.0 | ||||||||||||||||
Scores are based on achievement of goals tied to objective and quantifiable metrics aligned with Company strategy
|
|
Individual Performance Factor. The HRCC also considered the individual performance of each NEO as indicated by that Each NEO’s individual performance factor (“IPF”)., including Mr. Deane, reflects an assessment of their individual performance and contributions. The IPF is only applied only if the initial funding thresholdperformance hurdle and at least some of the corporate scorecard objectives wereare achieved. The IPF modifiedmodifies the initial bonus amount as determined based on achievement against the corporate scorecard objectives. The IPF modifier rangesmodifiers can range from 0 to 1.5.
The HRCC determined the IPFs for all NEOs. In determining the IPFs,fiscal 2022 IPF for each NEO, the HRCC took into consideration: (i) financial performance, which came in nearexceeded threshold performance on EPS, (ii) results ofon the corporate scorecard and associated goals, (iii) performance during the second half ofleadership team’s ability to guide Applied through continued unprecedented disruption caused by the fiscal year, which was considered to be very strong given the reduction in WFE market size seen in the first two quarters of the year,COVID-19 global pandemic and a challenging geopolitical and macroeconomic environment, and (iv) TSR performance, which increased materially from the endeach executive’s capable leadership of fiscal 2018 through to the end of fiscal 2019.his respective business unit or function.
The HRCC determined the IPF for each NEO, other than Mr. Dickerson, by taking into consideration Mr. Dickerson’s recommendation, which included his assessment of the achievement of strategic, financial, operational and organizational performance goals specific to the business or organizational unit for which the NEO was responsible, as well as the NEO’s leadership skills and current and expected contributions to the business.
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 47 |
Compensation Discussion and Analysis
For fiscal 2019,2022, in light of the significant effortsaccomplishments by each NEO in leading his respective organization, and in Mr. Dickerson’s case, Applied, and in recognition of the significant teamwork required of the leadership team to deliver solidstrong financial results despite navigating the continued unprecedented challenges of a global pandemic and a challenging market conditions,geopolitical and macroeconomic environment, the HRCC determined that Mr. Dickerson’s individual performance aligned with the majority of his leadership team atan IPF for each NEO in a range between 1.0 and assigned each NEO an IPF of 1.0, with the exception of Mr. Durn, who was assigned an IPF of 1.25, as recommended by Mr. Dickerson. Mr. Durn’s IPF was in recognition of his above and beyond performance in successfully managing external investor relationships and communications and his vision and execution in driving major improvements in efficiency and effectiveness across the Finance organization.1.2.
Applied Materials, Inc. 33
The following table shows the highlights of each NEO’s performance in fiscal 20192022 that the HRCC considered in determining their respective IPFs.
NEO | Fiscal | |||
Gary E. Dickerson |
| |||
» Grew our year-end backlog at a company level to $19 billion, up 62% year-over-year | ||||
» Drove the organization to make significant progress in key strategic areas that position Applied to deliver its targeted 2024 financial model | ||||
» Positioned Applied as one of the semiconductor industry’s leaders in ESG | ||||
Brice Hill | »Delivered annual revenue of | |||
| ||||
|
| |||
| Successfully managed external investor relationships and communications | |||
| ||||
Prabu G. Raja | » Delivered record annual performance with Semiconductor Systems revenue growth of 15% year-over-year, while navigating significant supply chain constraints and other ongoing geopolitical and macroeconomic challenges | |||
» Demonstrated strong momentum in | ||||
» Brought highly enabling technologies to market through a combination of organic R&D and strategic partnerships | ||||
Omkaram Nalamasu | » Identified disruptive opportunities and developed potential future growth platforms | |||
» Continued to identify external sources of investment to support and accelerate the Company’s innovation pipeline | ||||
» Led the Applied Ventures group’s efforts in both investing for returns and incubating promising businesses in new and adjacent markets | ||||
Timothy M. Deane | » Successfully led Field Operations and Business Management for the Semiconductor Products Group, delivering strong results during the year | |||
» Successfully transitioned to a new role leading Applied Global Services | ||||
Ali Salehpour |
| »Delivered record Applied Global Services revenues of | ||
| »Increased the number of installed base tools covered by long-term service | |||
| ||||
|
| |||
| ||||
| ||||
|
| |||
|
Actual Bonus Payouts. The diagramillustration below shows the results for each of the three key steps in determining the NEOs’ fiscal 20192022 annual incentive bonuses.bonuses under the Bonus Plan. Despite achieving solidour record financial performance and many ofsignificant individual contributions by the NEOs, our results compared to the fiscal 20192022 corporate scorecard objectives there were certain important scorecard areas where we did not reach the targets set at the beginning of the year, which reducedled to bonus payouts for our NEOs by,that were, on average, 41% fromapproximately 10% below target bonus amounts.
48 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Compensation Discussion and Analysis
Fiscal 20192022 Annual Incentive Calculation
Performance Measures | Fiscal 2022 Achievement | |||||||||||
Initial Performance Hurdle | Fiscal 2022 non-GAAP adjusted EPS of $7.00 | |||||||||||
|
|
| ||||||||||
|
» Products and Growth
» Services and Subscription » Customers and
» People and Organization | Strong performance on core objectives that fell short of exceptionally challenging goals set for the year Scorecard results varying weighting of objectives | ||||||||||
Individual Performance Modifier |
| IPF | ||||||||||
| Average NEO bonus, as of target: |
34 2020 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Applied Incentive Plan. Mr. Deane participated in the AIP during fiscal 2022. Determination of target bonus amounts, initial and secondary performance goals, funding of the plan and actual bonus amounts under the AIP is essentially similar to that under the Bonus Plan discussed above, except that Mr. Deane’s payout is based on the achievement of scorecard objectives for the Semiconductor Products Group.
The following table shows for each NEO: (1) the maximum amount payable under the Bonus Plan,bonus-eligible base salary, (2) the target bonus amount expressed as a percentage of base salary, (3) the target bonus expressed as a dollar amount and (4) the actual fiscal 20192022 bonus amount approved by the HRCC and paid to the NEO.
NEO | (1) Maximum Bonus Payable ($) | (2) Target Salary (%) | (3) Target Bonus ($) | (4) Actual Bonus ($) | (1) Base Salary ($) | (2) Target (%) | (3) Target ($) | (4) Actual ($) | ||||||||||||||||||||
Gary E. Dickerson | $5,000,000 | 200% | $ | 2,060,000 |
| $ | 1,133,000 |
| $ | 1,030,000 | 150% | $ | 1,545,000 | $ | 1,358,055 | |||||||||||||
Daniel J. Durn | $2,531,250 | 135% | $ | 843,750 |
| $ | 580,078 |
| ||||||||||||||||||||
Brice Hill (1) | $ | 441,346 | 135% | $ | 595,817 | $ | 523,723 | |||||||||||||||||||||
Prabu G. Raja | $ | 685,000 | 135% | $ | 924,750 | $ | 819,791 | |||||||||||||||||||||
Omkaram Nalamasu | $ | 600,000 | 120% | $ | 720,000 | $ | 568,080 | |||||||||||||||||||||
Timothy M. Deane | $ | 437,157 | 85% | $ | 371,583 | $ | 412,458 | |||||||||||||||||||||
Robert J. Halliday (2) | $ | 409,231 | 112% | $ | 495,250 | $ | 435,325 | |||||||||||||||||||||
Ali Salehpour | $2,531,250 | 135% | $ | 843,750 |
| $ | 411,750 |
| $ | 655,000 | 135% | $ | 884,250 | $ | 630,028 | |||||||||||||
Prabu G. Raja | $2,296,350 | 135% | $ | 765,450 |
| $ | 430,948 |
| ||||||||||||||||||||
Steve G. Ghanayem | $2,296,350 | 135% | $ | 765,450 |
| $ | 497,543 |
|
(1) | Mr. Hill commenced his employment with Applied in March 2022. His base salary, target bonus opportunity and actual bonus are prorated for partial-year service during fiscal 2022. |
(2) | Mr. Halliday served as interim CFO until March 2022, and as Advisor for the remainder of fiscal 2022. His base salary, target bonus percentage, target bonus opportunity and actual bonus reflect approximately four months of service as interim CFO and approximately eight months of service as Advisor during the fiscal year. |
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 49 |
Compensation Discussion and Analysis
Pay Driven by Operating Performance. Our process for determining annual bonus awards has resulted in strong pay and performance alignment. Despite achieving solid financial performance and many of the fiscal 2019 corporate scorecard objectives that position Applied for strong longer-term growth, there were certain important scorecard areas where we did not reach the aggressive targets set at the beginning of the year, which resulted in a lower bonus payout for our CEO than for fiscal 2018. The chart below shows the actual annual bonus awards to our CEO as a percentage of his target bonus opportunity and ournon-GAAP adjusted EPS achievements over the last five fiscal years.
CEO Actual Annual Bonus vs. Earnings Per Share
Actual Annual Bonus Non-GAAP Adjusted Earnings Per Share Non-GAAP Adjusted Earnings Per Share Actual Annual Bonus ($ millions)
Non-GAAP adjusted EPS is a performance target under our bonus plan. See Appendix A fornon-GAAP reconciliations.
Long-Term Incentives
Overview. Applied’s long-term incentive compensation program is intended to help (1) achievefocus participants on achieving our business objectives, (2) attract, motivateretain, and retainmotivate key talent, and (3) align our executives’ interests with shareholders’ interests to maximize long-term shareholder value.
Timing of Awards. The HRCC grants equity and other long-term incentive awards to NEOs under our shareholder-
approvedshareholder-approved Employee Stock Incentive Plan (the “Stock Plan”). The HRCC has not granted, nor does it intend to grant, equity awards in anticipation of the release of material, nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement. Similarly, Applied has not timed, nor does it intend to time, the release of material, nonpublic information based on equity award grant dates.
Applied Materials, Inc. 35
Payout of Fiscal 2017 Performance Share Unit Awards
The performance share units (“PSUs”) granted to our NEOs in fiscal 2017 were scheduled to vest three years from the grant date based on achievement of averagenon-GAAP adjusted operating margin for fiscal 2017 through fiscal 2019 and average WFE market share for calendar years 2016 through 2018, with equal weighting given to each metric. In setting targets for the PSUs, the HRCC considered a number of factors, including the Company’s past performance, analyst expectations, current and expected macro-economic forces, the spectrum of potential outcomes, and competitor positioning. The number of PSUs that may vest was based on the achievement of threshold (minimum required for a payout), target or maximum levels of each metric and may range from 50% to 200% of the target number of shares. The threshold, target and maximum levels and actual achievement for each metric, as well as overall payout for the fiscal 2017 PSUs, are shown below.
Three-Year Average | ||||||||||||||||||||
Metric | Threshold | Target | Maximum | Result | Payout | |||||||||||||||
Operating Margin(1) |
| 19.3% |
|
| 21.3% |
|
| 25.1% |
|
| 26.8% |
|
| 200.0% |
| |||||
WFE Share |
| 18.4% |
|
| 20.4% |
|
| 25.5% |
|
| 20.9% |
|
| 111.0% |
| |||||
Total |
| 155.5% |
|
|
The payout of the fiscal 2017 PSUs for each NEO is shown below.
NEO | | Target Number of PSUs | | Number of PSUs Earned | ||||
Dickerson |
| 280,316 |
|
| 435,892 |
| ||
Durn |
| 33,535 | (1) |
| 52,147 |
| ||
Salehpour |
| 66,466 |
|
| 103,324 |
| ||
Raja |
| 51,911 |
|
| 80,722 |
| ||
Ghanayem |
| 51,911 |
|
| 80,722 |
|
|
Fiscal 20192022 Equity Awards
The HRCC believes that a meaningful portion of NEOs’ target compensation should be in the form of long-term incentives. These awards are intended to reward performance over a multi-year period, align the interests of executives with those of shareholders, instill an ownership culture, enhance the personal stake of executive officers in the growth and success of the Company, and provide an incentive for continued service at the Company.
Given the ongoing strong support received from our shareholders on our incentive programs, last year, we continued our approach to makeof making performance-based equity awards a substantial portion of the overall value of equity awards granted to our NEOsNEOs.
50 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Compensation Discussion and Analysis
The fiscal 2022 long-term incentive awards for NEOs (excluding the award granted to Mr. Hill in connection with his hire, as described on page 53, and awards granted to Mr. Deane during fiscal 2022, as described on page 54) consist of two forms of equity vehicles: PSUsperformance share units and restricted stock units (“RSUs”).units. The target vehicle mix of the awards for the fiscal 20192022 grant remains unchanged from the previous year’s grants and consists of 75% PSUs and 25% RSUs for the CEO and 50% PSUs and 50% RSUs for the other NEOs. Mr. Halliday did not receive any long-term incentive awards during fiscal 2022.
CEO LTI Vehicle Mix | All Other NEO LTI Vehicle Mix | |
|
|
For fiscal 2019,2022, in December 2018,2021, the HRCC granted the number of PSUs and RSUs listed in the below table to our NEOs.NEOs (excluding Messrs. Hill, Deane, and Halliday, as described above).
NEO | | Target Value of Awards(1) ($) |
| | Equivalent Target Number of PSUs(2) | | Equivalent Number of RSUs(2) | Target Value ($) | Equivalent Target Number of PSUs(2) | Equivalent Number of RSUs(2) | ||||||||||||||
Dickerson | $ | 11,845,000 |
|
| 256,090 |
|
| 85,364 |
| $ | 15,425,000 | 78,973 | 26,325 | |||||||||||
Durn | $ | 4,025,000 |
|
| 58,014 |
|
| 58,014 |
| |||||||||||||||
Raja | $ | 4,900,000 | 16,725 | 16,725 | ||||||||||||||||||||
Salehpour | $ | 4,025,000 |
|
| 58,014 |
|
| 58,014 |
| $ | 4,175,000 | 14,251 | 14,251 | |||||||||||
Raja | $ | 2,961,250 |
|
| 42,682 |
|
| 42,682 |
| |||||||||||||||
Ghanayem | $ | 2,961,250 |
|
| 42,682 |
|
| 42,682 |
| |||||||||||||||
Nalamasu | $ | 3,400,000 | 11,605 | 11,605 |
(1) |
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(2) | Number of |
Size of Performance-BasedAnnual Equity Awards.Awards. In determining the size of the awards, the HRCC considered each NEO’s award as a component of his total direct compensation. Target fiscal 20192022 long-term equity awards were determined in light of each NEO’s scope of responsibility, performance, impact on results, and expected future contributions to our business, compensation levels relative to other Applied officers, the need to attract and retain talent, and business conditions. In addition, the fiscal 20192022 target award sizes provided sufficient performance-based equity incentives to
36 2020 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
align compensation with the long-term interests of our shareholders, were in line with market norms for the NEOs’ respective roles and were sufficient to provide incentive for them.them to achieve Applied’s performance goals over a multi-year period.
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 51 |
Compensation Discussion and Analysis
Performance Share Units.Units. The long-term incentive program isPSU awards are designed to align performance metricsNEO compensation – and therefore NEO decision making – with our strategic goals over a three-year performance period. Based on discussions with our shareholders, the ongoing examination of the effectiveness of the program across the entire enterprise, and considering simplicity and consistency, for the fiscal 2019 grant, the HRCC approved changing one of thelong term. The two metrics offor the PSU portion of the long-term incentive program. The first metric, three-year average operating margin, remainsprogram remain unchanged from previousthe prior year’s grants. The second performance metric, beginning with the fiscal 2019 grant, is relative TSR performance measured against the S&P 500 Index over the three-year performance period. Given the continued evolution of the Company’s business, including the increase in the portions of the business outside of WFE, the HRCC approved eliminating the WFE metric in the PSUs in favor of relative TSR, which applies across the entire enterprise. The HRCC has maintained these two metrics in the long-term incentive program design for fiscal 2020.
The fiscal 20192022 PSUs, granted in December 2018,2021, will vest three years from the grant date based on achievement of averagenon-GAAP adjusted operating margin for fiscal 20192022 through fiscal 20212024 and TSR relative to the S&P 500 over the performance period of November 2019the first day of fiscal 2022 through October 2021,the last day of fiscal 2024, with equal weighting given to each metric. The HRCC selected the members of the S&P 500 Index as the peer set for the relative TSR metric because enough differences exist between Applied and other companies in the technology and/or semiconductor space to make identifying a comparable industry-specific peer group impractical and because the HRCC believes the S&P 500 represents an appropriate proxy for the investment alternatives available to the Company’s shareholders.
FY19 Long-Term Incentive Plan Metrics 50% Relative TSR-3-year Average Captures the full scale of our business and greater incentivizes management to outperform the market through each business environment. 50% Non-GAAP Adjusted Operating Profit Margin-3-year Average Reflects an important measure of profitability, value creation, and the ability of management to improve operational efficiency over time. It is also a key metric for our shareholders.
The number of PSUs that maywill vest, isif any, will be based on the achievement of threshold, (minimum required for a payout), target or maximum levels offor each metric, and may range from 50% to 200% of the target number of shares, as set forth below.
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A TSR payout factor will be determined by calculating the Company’s TSR percentile rank within the S&P 500, with threshold, target and maximum levels based on Applied’s TSR ranking of aboveat the 25th, 50th and 75th percentile, respectively, of the S&P 500. The TSR calculation uses a60-day trailing average stock price at the beginning and end of the performance period for measurement purposes. This approach minimizes the impact of a single beginning and ending point stock price for each performance cycle.
If the threshold level is not achieved for either metric, then no corresponding shares will vest. If achievement falls between threshold and target or target and maximum levels, the portion of the award that maywould vest will be determined based on straight-line interpolation.
In setting goals for the PSUs, the HRCC considered Applied’s historical results and relative performance, and established goals that are aligned with Applied’s financial and strategic objectives and will require significant effortexceptional results to achieve the maximum level.
The HRCC also approvedfiscal 2022 PSU and RSU awards are subject to retirement provisions applicable to long-term incentive awards, beginning with fiscal 2019 awards. The provisions, which, became effective in January 2020,the event of a qualifying retirement based on age and years of service, provide for a partial payout of the PSU awards based on actual performance at the conclusion of the three-year performance period and partial accelerated vesting of RSU awards in the event of a qualifying retirement based on age and years of service.awards. The provisions establish a consistent retirement policy for the executive team reporting to the CEO and are designed to maintain engagement and focus, as well as to provide a retention incentive, for our executive officers as somewhen they approach potential retirement decisions.
52 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Compensation Discussion and Analysis
Restricted Stock Units.Units. The RSU awards are scheduled to vest ratably over three years, providing a link to shareholder value creation and maintaining retention value.
Payout of Fiscal 2020 Performance Share Unit Awards
The PSUs granted to our NEOs in fiscal 2020 were scheduled to vest three years from the grant date based on achievement of average non-GAAP adjusted operating margin for fiscal 2020 through fiscal 2022 and relative TSR percentile rank within the S&P 500 for fiscal 2020 through fiscal 2022, with equal weighting given to each metric. In setting the adjusted operating margin targets for the PSUs, the HRCC considered a number of factors, including the Company’s past performance, analyst expectations, then-current and expected macro-economic forces, the spectrum of potential outcomes, and competitor positioning. The number of PSUs that could vest was based on the achievement of threshold, target or maximum levels of each metric, and straight-line interpolation for achievement that fell between the levels. The threshold, target and maximum levels and actual results achieved for each metric, as well as the resulting payout factors for the fiscal 2020 PSUs, are shown below.
| Three-Year Average |
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Metric | Threshold | Target | Max | Result | Payout Factor | |||||||||||||||
Operating Margin (1) | 22.5% | 24.5% | 27.5% | 29.5% | 200% | |||||||||||||||
Relative TSR | | 25th %ile |
| | 50th %ile |
| | 75th %ile |
| | 87th %ile |
| 200% | |||||||
Total |
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(1) | See Appendix A for a reconciliation of non-GAAP adjusted operating margin. |
The actual number of fiscal 2020 PSUs earned for each NEO (with the exception of Messrs. Halliday, Hill and Deane, who were not executive officers and did not receive PSUs in fiscal 2020) is shown below.
NEO | Target Number of PSUs | Number of PSUs Earned | ||||||
Dickerson | 174,942 | 349,884 | ||||||
Raja | 28,505 | 57,010 | ||||||
Salehpour | 36,041 | 72,082 | ||||||
Nalamasu | 20,998 | 41,996 |
CFO Compensation
In March 2022, Mr. Hill joined the Company as our new Chief Financial Officer. In determining Mr. Hill’s new-hire compensation package, the HRCC considered a number of factors, including: the competitive market for experienced CFO talent, particularly for candidates with experience in the semiconductor industry; the magnitude, form and timing of his compensation at his prior employer; and the magnitude and structure of compensation necessary to incentivize Mr. Hill to join Applied.
After considering these factors, the HRCC approved a new-hire compensation package for Mr. Hill consisting of: an initial annual base salary of $675,000; a target bonus opportunity of 135% of his base salary – prorated for his partial-year service during fiscal 2022; a sign-on cash payment of $2,000,000 (“Sign-On Payment”); an RSU award with a grant date value of $8,500,000 (“New-Hire Grant”), vesting over a three-year period; and eligibility for an annual long-term incentive award, to be granted as part of the Company’s next regular annual grant cycle, with a target value of no less than $4,250,000. The Sign-On Payment, less any amounts withheld by the Company for taxes, will be subject to: (i) full repayment if Mr. Hill voluntarily resigns or the Company terminates his employment for cause (as defined under our Stock Plan) prior to completing 12 months of employment, or (ii) pro-rata repayment if Mr. Hill voluntarily resigns or the Company terminates his employment for cause after completing 12 months of employment but prior to completing 24 months of employment. The Sign-On Payment and the New-Hire Grant are not intended to represent ongoing compensation for Mr. Hill’s role. The HRCC expects to approve a comprehensive relocation package, consistent with the Company’s relocation program, for Mr. Hill during fiscal 2023. In the interim, Mr. Hill is subject to the Company’s business travel policies for travel from his home in Oregon to company headquarters in Santa Clara, California.
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 53 |
Compensation Discussion and Analysis
In March 2022, concurrent with the appointment of Mr. Hill, Mr. Halliday resumed his prior role as Corporate Vice President and Advisor. Based on his successful service as the Company’s interim CFO, and consistent with the approach approved by the HRCC in fiscal 2021, Mr. Halliday received a cash payment of $2,150,000 in March 2022. His compensation in his Advisor role consists of a base salary of $250,000 (reflecting an annual rate of $500,000, prorated for a partial work schedule) and a target bonus of 100% of base salary.
Applied Global Services Leadership Compensation
In August 2022, Mr. Salehpour notified the Company of his intention to retire in January 2023. From September 2022 and until his retirement, Mr. Salehpour served as an Advisor to the Company’s CEO to ensure an orderly transition. In his role as Advisor, Mr. Salehpour continued to receive the same compensation and benefits as previously in effect. Upon his retirement, Mr. Salehpour received a payment equal to approximately 18 months of the monthly premium cost under COBRA for him and his dependents, a portion of his unvested RSUs vested and he remained eligible for a partial payout of his unvested PSUs based on actual performance, consistent with the retirement provisions of his existing award agreements. Additionally, in connection with Mr. Salehpour’s agreement to be bound by certain conditions following his termination of employment, he will be entitled to receive a lump-sum cash payment of $655,000, less applicable payroll tax and other required withholdings, on the one-year anniversary of his separation.
In September 2022, Mr. Deane was appointed to lead Applied Global Services with no immediate change in his ongoing compensation but was granted a one-time RSU award with a grant date value of $1,000,000, vesting over a four-year period. Mr. Deane’s compensation for fiscal 2022 was determined at the beginning of the year, consistent with the process followed for the Company’s other senior leaders below the executive officer level. In early fiscal 2023, the HRCC approved ongoing compensation for Mr. Deane commensurate with his new role, consisting of an initial annual base salary of $600,000; a target bonus opportunity of 120% of his base salary; and an annual long-term incentive award with a target value of $2,800,000, consisting of 50% RSUs and 50% PSUs, consistent with the equity mix for other non-CEO NEOs.
Role and Authority of the Human Resources and Compensation Committee
The HRCC has a written charter approved by the Board that specifies the HRCC’s duties and responsibilities, which is available on our website at:http: https://www.appliedmaterials.com/files/hrcc_charter.pdf.us/en/about/corporate-governance/corporate-governance-documents.html#Documents. In accordance with its charter, the HRCC oversees our programs that foster executive and employee development and retention, with an emphasis on leadership development, management capabilities, succession plans, company culture and human capital management. The HRCC also determines executive and director compensation, and oversees significant employee benefits programs, policies, and plans.
Each member of the HRCC has been determined by the Board to be independent under Nasdaq and SEC rules. The HRCC may delegate any of its responsibilities to subcommittees. See “Board“Board Meetings and Committees”Committees” on page 1424 for more information about the HRCC.
Applied Materials, Inc. 37
Role of Compensation Consultant
The HRCC has the authority to engage independent advisors to assist it in carrying out its responsibilities. For fiscal 2019,2022, the HRCC engaged Semler Brossy Consulting Group (“Semler Brossy”) as its independent executive compensation consultant. Semler Brossy, who reports directly to the HRCC and not to management, is independent from Applied, has not provided any services to Applied other than to the HRCC, and receives compensation from Applied only for services provided to the HRCC. The HRCC assessed the independence of Semler Brossy pursuant to SEC rules and concluded that the work of Semler Brossy for the HRCC has not raised any conflict of interest.
Semler Brossy reviews and advises on all principal aspects of the executive compensation program. Its main responsibilities are as follows:
Advise on alignment of pay and performance; |
Review and advise on executive total compensation, including base salaries, short- and long-term incentives, associated performance goals, and retention and severance arrangements; |
Advise on trends in executive compensation; |
Provide recommendations regarding the composition of our peer group; |
54 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Compensation Discussion and Analysis
» | Analyze market compensation practices based on peer group proxy statements, compensation survey data and other publicly available data; and |
Perform any special projects requested by the HRCC. |
The HRCC typically asks Semler Brossy to attend the HRCC’s meetings, including executive sessions at which management is not present. Semler Brossy communicates regularly with the HRCC Chair outside of committee meetings and also meets with management to gather information and review proposals.
Role of Executive Officers and Management in Compensation Decisions
In fiscal 2019,2022, the HRCC invited Mr. Dickerson (as CEO) and other executives, including the heads of Global Human Resources and Global Rewards, to attend its meetings. The HRCC also regularly held executive sessions without management present. The CEO, together with the HRCC, assesses the performance of our NEOs and other executive officers. The CEO presents to the HRCC his evaluation of each executive officer’s performance over the past year and makes recommendations to the HRCC regarding base salaries, bonus targets and actual payments, performance goals and weightings, and long-term incentive awards for executive officers. The HRCC considers these recommendations in making its final determinations, in addition to considering input from Semler Brossy. The HRCC discusses the CEO’s proposed compensation and makes final decisions regarding the CEO’s compensation when he is not present.
Additional Compensation Programs and Policies
Non-Qualified Deferred Compensation Plan
Our 2016 Deferred Compensation Plan (the “DCP”) allows our NEOs and other eligible employees to voluntarily defer on apre-tax basis a portion of their eligible earnings. We do not provide matching or other employer contributions to our executive officers under this plan. Deferrals made prior to October 2015 under the DCP are credited with deemed interest and are subject to the distribution rules in place prior to the plan amendment in October 2015. Beginning in fiscal 2016, participants are permitted to notionally invest new deferrals in certain investment options available under the plan. Additionally, for new deferrals, the DCP provides distribution rules forin-service distributions andor upon a qualifying separation from service, an elected future date, disability and change in control. See “Nonqualified Deferred Compensation” below for more information about the DCP.
Retirement Benefits under the 401(k) Plan and Generally AvailableOther Benefits Programs
During fiscal 2019,2022, all full-time and part-time (working 20 or more hours a week) U.S. employees, including the NEOs, were eligible to participate in Applied’s 401(k) plan, atax-qualified retirement plan. Eligible Applied 401(k) plan participants receive matching contributions from Applied. Other than the 401(k) plan and the DCP, we do not provide defined benefit pension plans or defined contribution retirement plans to the NEOs or other employees, except as required in certain countries outside the U.S. for legal or competitive reasons. Applied offers a number of other benefits programs to a broad base of eligible employees, including atax-qualified employee stock purchase plan, medical, dental and vision insurance, long-term and short-term disability plans, life and accidental death and dismemberment plans, health and dependent care flexible spending accounts, business travel insurance, wellness programs, educational assistance, employee assistance program and certain other country-specific benefits.
38 2020 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Applied annually benchmarks its overall benefits programs, including the 401(k) plan, against those of our peers. Applied’s overall broad-based benefits programs are at approximately theconsistent with market median,practice, which the HRCC believes allows us to remain competitive in attracting and retaining talent.
The benefits provided under the programs discussed above are not considered by the HRCC in determining an individual NEO’s total compensation.
Relocation Program
Applied maintains a relocation program available to all eligible employees that is consistent with current practices among large global companies. Applied provides competitive relocation benefits to ensure it can fill positions critical to its business needs and provide career development opportunities for high-potential employees. BenefitsUntil Mr. Hill’s anticipated relocation to the Bay Area during fiscal 2023, the Company pays for employees on international assignment include reimbursement on anafter-tax basishis travel from his home in Oregon to the Company’s headquarters in Santa Clara, California. While these travel costs are required to be disclosed as compensation for housingMr. Hill, we do not consider them to be a personal benefit.
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 55 |
Compensation Discussion and transportation allowancesAnalysis
The safety and living and travel expense reimbursements. Benefits also include tax equalization that is intended to put employees who relocate in service to Applied in the same position, from atax-liability perspective, that they would be in if they were still located in the U.S.
In 2014, at the Board’s request, Mr. Dickerson relocated with his family to Japan to continue leading critical efforts toward the then-anticipated completion of a proposed business combination with Tokyo Electron Limited.
Board Rationale for Relocation. Recognizing the complexity of a U.S.-Japanese merger, including both geographic and cultural differences, the Board felt it was critical to have senior leadership presence from Applied on the ground in Japan to work closely with Tokyo Electron during the regulatory review period and to effect a smooth business combination and increase the likelihood of achieving forecasted business benefitssecurity of the merger. The Board considered and determined that the anticipated cost savings that would be generated from the merger would significantly outweigh the expensesCompany’s CEO are important to relocate Mr. Dickerson and his family to Japan.
Relocation Benefits. In accordance with our relocation program that is available to all employees on global assignment,Applied’s continued success. During fiscal 2022, the HRCC approved relocation benefits for Mr. Dickerson, which included amounts for taxes incurredadditional work in connection with the relocation,installation of a residential security system and related monitoring and maintenance services for Mr. Dickerson. While the costs of these services are required to be disclosed as well as tax equalizationcompensation for the incrementaltax-liability resulting from his relocation to Japan in service of Applied.
Tax equalization ensures that the tax costs incurred by Mr. Dickerson, onwe do not consider these security measures to be a personal benefit. The HRCC will continue to review the international assignment be equivalent to what the tax costs would have been had he remained in the U.S. Tax payments were not paidnature and cost of any future security provided to Mr. Dickerson butDickerson.
were paid directly to the appropriate tax authorities. While the amountsThe value of the relocation benefits are attributed to Mr. Dickerson inprovided under the Summary Compensation Table, they did not provide any additional compensation to him andprograms discussed above are not part of his ongoing pay.
Disclosure and Payment Timing. Although Mr. Dickerson relocated to Japan for part of 2014 and 2015,considered by the timing and disclosure of relocation payments extend beyond this period. Mr. Dickerson is subject to income taxesHRCC in Japan on income earned for the period of time of his international assignment, including continuing Japanese tax liabilities related to his equity awards. Japan assesses income tax on compensation earned whiledetermining an individual is resident in Japan. Performance shares are deemed earned over the period during which they vest and stock options are deemed earned from grant to exercise. Applied, in connection with providing tax equalization benefits to Mr. Dickerson under the relocation program, is responsible for incremental taxes in connection with the vesting of performance shares and the stock option award upon its exercise.NEO’s total compensation.
Stock Ownership Guidelines
We have stock ownership guidelines to help align the interests of our Section 16 officers on the CEO Executive StaffLeadership Team with those of our shareholders. The guidelines provide that officers should meetmay not sell any shares of Applied stock if their ownership is, or following the sale would fall, below the following ownership levels in Applied common stock:levels:
Position | Ownership Level | |||
CEO |
6x base salary | |||
Other Officers |
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| 3x base salary |
Unearned performance awards and unexercised options (or portions thereof) are not included for purposes of satisfying the guidelines.
As of December 31, 2019, each officer was2022, all of our officers were in compliance with the stock ownership guidelines.
Hedging and Pledging Prohibitions
Applied has an insider trading policy that, among other things, prohibits all of our employees (including officers) and directors from engaging in hedging or other speculative transactions relating to Applied shares. Prohibited transactions include short sales, derivative securities (such as put and call options, or other similar instruments) and other hedging transactions (such as equity swaps, prepaid variable forwards, or similar instruments), or any transactions that have, or are designed to have, the effect of hedging or offsetting any decrease in the market value of Applied securities. In addition, Section 16 officers and directors are prohibited from holding Applied securities in a margin account or otherwise pledging Applied securities as collateral for a loan.
Applied Materials, Inc. 39
Clawback Policy
We have a “clawback” policy that allows the Board to require reimbursement of incentive compensation from an executive officer in the event that intentional misconduct by the officer is determined to be the primary cause of a material negative restatement of Applied’s financial results. The compensation that may be recovered is theafter-tax portion of any bonus paid to, and any performance-based equity awards earned by, the NEO within the 12 months after filing of the financial statements, if the compensation would not have been paid to the NEO had Applied’s financial results been reported properly. The policy applies to financial statements filed in a rolling three-year,three- year, look-back period. This clawback policy is in addition to any policies or recovery rights that are required under applicable laws, including the Sarbanes-Oxley Act and the Dodd-Frank Act.
Tax Deductibility
Section 162(m) of the Internal Revenue Code, as amended by the Tax Cuts and Jobs Act of 2017, restricts deductibility for federal income tax purposes of annual individual compensation in excess of $1 million to each NEO, effective for tax years beginning after 2017, subject to a transition rule for certain written binding contracts which were in effect on November 2, 2017, and which were not modified in any material respect on or after such date. In the past, Section 162(m)’s deductibility limitation was subject to an exception for compensation that qualified as ‘performance-based’. Our compensation programs were designed to permit Applied to qualify for the performance-based exception, although the Company reserved the right to pay compensation that did not qualify as ‘performance-based’. While the HRCC will continue to considerconsiders the deductibility of compensation as a factor in making compensation decisions, it retains the flexibility to provide compensation that is consistent with the Company’s goals for its executive compensation program, even if such compensation wouldis not be fullytax-deductible.
56 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
COMPENSATION COMMITTEE REPORT Human Resources and Compensation Committee Report
Human Resources and Compensation Committee Report
The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that Applied specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
The Human Resources and Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis for fiscal 2019.2022. Based on the review and discussions, the Human Resources and Compensation
Committee recommended to the Board that the Compensation Discussion and Analysis be included in Applied’s Proxy Statement for its 20202023 Annual Meeting of Shareholders.
This report is submitted by the Human Resources and Compensation Committee.
Thomas J. Iannotti (Chair)
Rani Borkar
Xun (Eric) Chen
Alexander A. Karsner
40 2020 Proxy Statement
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 57 |
EXECUTIVE COMPENSATION Executive Compensation
EXECUTIVE COMPENSATIONExecutive Compensation
Summary Compensation Table for Fiscal 2019, 20182022, 2021 and 20172020
The following table shows compensation information for fiscal 2019, 20182022, 2021 and 20172020 for our NEOs.
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Gary E. Dickerson | | 2022 2021 2020 |
| | 1,030,000 1,049,808 1,030,000 |
| | — — — |
| | 17,783,334 31,710,469 14,299,176 | (6)
| | 1,358,055 2,039,400 1,786,406 |
| | 228,583 465,882 179,405 | (5)
| | 20,399,972 35,265,559 17,294,987 |
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Brice Hill(7) | 2022 | 441,346 | 2,000,000 | 8,351,018 | 523,723 | 58,343 | (8) | 11,374,430 | ||||||||||||||||||||
Robert J. Halliday(9) | | 2022 2021 |
| | 409,231 268,500 |
| | 2,150,000 — |
| | — — |
| | 435,325 351,844 |
| | 20,597 57,872 | (10)
| | 3,015,153 678,216 |
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Prabu G. Raja | | 2022 2021 2020 |
| | 679,615 648,135 567,000 |
| | — — — |
| | 5,372,622 9,400,928 3,359,304 | (6)
| | 819,791 1,195,703 923,324 |
| | 18,682 75,070 17,842 | (11)
| | 6,890,710 11,319,836 4,867,470 |
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Omkaram Nalamasu(12) | | 2022 2021 |
| | 592,308 552,789 |
| | — — |
| | 3,727,899 3,019,654 |
| | 568,080 848,513 |
| | 4,543 63,916 | (13)
| | 4,892,830 4,484,872 |
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Timothy M. Deane(14) | 2022 | 433,350 | — | 2,807,119 | 412,458 | 16,703 | (15) | 3,669,630 | ||||||||||||||||||||
Ali Salehpour | | 2022 2021 2020 |
| | 653,461 653,942 625,000 |
| | — — — |
| | 4,577,886 4,501,365 4,247,422 |
| | 630,028 974,152 774,984 |
| | 17,291 74,396 16,194 | (16)
| | 5,878,666 6,203,855 5,663,600 |
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| fiscal 2021 contained 53 weeks. |
Amount shown for Mr. |
Amounts shown do not reflect compensation actually received by the executive officer. Instead, the amounts reported represent the aggregate grant date fair value of target stock awards granted in the respective fiscal years, as determined pursuant to ASC 718 (but excluding the effect of estimated forfeitures for performance-based awards). For fiscal |
Amounts consist of |
Amount includes (a) Applied’s matching contribution of |
(6) | Amounts shown for Mr. Dickerson and Dr. Raja for |
Mr. |
Amount consists of (a) Applied’s matching contribution of |
Executive Compensation
(9) | Mr. Halliday served as interim Chief Financial Officer from September 2021 until resuming his role as Corporate Vice President, Advisor upon Mr. Hill’s appointment as Senior Vice President, Chief Financial Officer in March 2022. Mr. Halliday was not an NEO in fiscal 2020. |
(10) | Amount consists of (a) Applied’s matching contribution of |
(11) | Amount consists of (a) Applied’s matching contribution of $13,389 under the tax-qualified 401(k) Plan, (b) Applied’s payment on behalf of Dr. Raja of $1,068 in term life insurance premiums, (c) a payment of $1,125 under Applied’s Patent Incentive Award Program, (d) Applied’s matching contribution of $2,500 to an eligible non-profit organization pursuant to a program under the Applied Materials, Inc. Political Action Committee, and (e) a payment of $600 as reimbursement for internet and technology expenses, which payment was made to all U.S. employees working primarily from home during the COVID-19 pandemic. |
(12) | Dr. Nalamasu was not an NEO in fiscal 2020. |
(13) | Amount consists of (a) Applied’s payment on behalf of Dr. Nalamasu of $1,068 in term life insurance premiums, (b) Applied’s matching contribution of $2,500 to an eligible non-profit organization pursuant to a program under the Applied Materials, Inc. Political Action Committee, (c) a payment of $375 under Applied’s Patent Incentive Award Program, and (d) a payment of $600 as reimbursement for internet and technology expenses, which payment was made to all U.S. employees working primarily from home during the COVID-19 pandemic. |
(14) | Mr. Deane was not an NEO in fiscal 2021 or fiscal 2020. |
(15) | Amount consists of (a) Applied’s matching contribution of $12,726 under the tax-qualified 401(k) Plan, (b) Applied’s payment on behalf of Mr. Deane of $877 in term life insurance premiums, (c) Applied’s matching contribution of $2,500 to an eligible non-profit organization pursuant to a program under the Applied Materials, Inc. Political Action Committee, and (d) a payment of $600 as reimbursement for internet and technology expenses, which payment was made to all U.S. employees working primarily from home during the COVID-19 pandemic. |
(16) | Amount consists of (a) Applied’s matching contribution of $13,123 under the tax-qualified 401(k) Plan, (b) Applied’s payment on behalf of Mr. Salehpour of |
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Applied Materials, Inc. 41
Grants of Plan-Based Awards for Fiscal 20192022
The following table shows all plan-based awards granted to the NEOs during fiscal 2019.2022.
Estimated Possible Payouts |
Estimated Future Payouts | All Other
| Grant
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Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||
Gary E. Dickerson | | 12/2/2021 12/2/2021 — |
| | — — 0 |
| | — — 1,545,000 |
| | — — 4,635,000 |
| | 19,744 — — |
| | 78,973 — — |
| | 157,946 — — |
| | — 26,325 — |
| | 13,990,428 3,792,906 — |
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Brice Hill | | 3/7/2022 — |
| | — 0 |
| | — 595,817 |
| | — 1,787,452 |
| | — — |
| | — — |
| | — — |
| | 71,297 — |
| | 8,351,018 — |
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Robert J. Halliday | — | 0 | 495,250 | 1,485,750 | — | — | — | — | — | |||||||||||||||||||||||||||
Prabu G. Raja | | 12/2/2021 12/2/2021 — |
| | — — 0 |
| | — — 924,750 |
| | — — 2,774,250 |
| | 4,182 — — |
| | 16,725 — — |
| | 33,450 — — |
| | — 16,725 — |
| | 2,962,884 2,409,738 — |
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Omkaram Nalamasu | | 12/2/2021 12/2/2021 — |
| | — — 0 |
| | — — 720,000 |
| | — — 2,160,000 |
| | 2,902 — — |
| | 11,605 — — |
| | 23,210 — — |
| | — 11,605 — |
| | 2,055,850 1,672,048 — |
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Timothy M. Deane | | 12/2/2021 12/16/2021 9/8/2022 — |
| | — — — 0 |
| | — — — 371,583 |
| | — — — — |
| | — — — — |
| | — — — — |
| | — — — — |
| | 5,974 6,817 10,663 — |
| | 860,734 981,171 965,215 — |
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Ali Salehpour | | 12/2/2021 12/2/2021 — |
| | — — 0 |
| | — — 884,250 |
| | — — 2,652,750 |
| | 3,563 — — |
| | 14,251 — — |
| | 28,502 — — |
| | — 14,251 — |
| | 2,524,602 2,053,284 — |
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APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 59 |
Executive Compensation
(2) | Additional information on the equity awards can be found under “Fiscal 2022 Equity Awards” on page 50. |
(3) | Amounts shown do not reflect compensation actually received by the NEOs. Instead, the amounts represent the aggregate grant date fair value of the awards as determined pursuant to ASC 718 (but excluding the effect of estimated forfeitures for performance-based awards). The assumptions used to calculate the awards’ value are set forth in Note |
42 2020 Proxy Statement
EXECUTIVE COMPENSATION
Outstanding Equity Awards at Fiscal 20192022 Year-End
The following table shows all outstanding equity awards held by the NEOs at the end of fiscal 2019.2022.
| Stock Awards(1) | |||||||||||||||
Name | Number (#) | Market ($)(2) | Equity (#) | Equity ($)(2) | ||||||||||||
Gary E. Dickerson | | 19,438 27,149 26,325 — — — — | (3) (4) (5)
| | 1,743,977 2,435,808 2,361,879 — — — — |
| | — — — 174,942 122,169 116,145 78,973 |
(6) (7) (8) (9) | | — — — 15,695,796 10,961,003 10,420,529 7,085,458 |
| ||||
Brice Hill | 71,297 | (10) | 6,396,767 | — | — | |||||||||||
Robert J. Halliday | — | — | — | — | ||||||||||||
Prabu G. Raja | | 9,502 16,551 16,725 — — — — | (3) (11) (12)
| | 852,519 1,484,956 1,500,567 — — — — |
| | — — — 28,505 24,826 33,769 16,725 |
(13) (7) (8) (9) | | — — — 2,557,469 2,227,389 3,029,755 1,500,567 |
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Omkaram Nalamasu | | 7,000 10,454 11,605 — — — | (3) (14) (15)
| | 628,040 937,933 1,041,201 — — — |
| | — — — 20,998 15,680 11,605 |
(16) (7) (9) | | — — — 1,883,941 1,406,810 1,041,201 |
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Timothy M. Deane | | 5,290 7,068 7,795 5,974 6,817 10,663 | (17) (18) (19) (20) (21) (22) | | 474,619 634,141 699,367 535,987 611,621 956,684 |
| | — — — — — — |
| | — — — — — — |
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Ali Salehpour | | 12,014 15,583 14,251 — — — | (3) (23) (24)
| | 1,077,896 1,398,107 1,278,600 — — — |
| | — — — 36,041 23,374 14,251 |
(25) (7) (9) | | — — — 3,233,599 2,097,115 1,278,600 |
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60 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | ||||||||||||||||||||||||||||||||||||
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Executive Compensation
(1) | Stock awards consist of restricted stock units (“RSUs”) and performance |
(2) | Market value was determined by multiplying the number of such shares by the closing price of Applied common stock of |
(3) |
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(4) | RSUs were granted on December 3, 2020. Of these, 13,574 shares vested on December 19, |
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PSUs were granted on December |
Applied Materials, Inc. 43
PSUs were granted on December |
PSUs were granted on December |
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RSUs were granted on December 2, 2021. Of these, 5,575 shares vested on December 19, 2022, 5,575 shares are scheduled to vest on December 19, 2023 and 5,575 shares are scheduled to vest on December 19, 2024. |
(13) | PSUs were granted on |
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RSUs were granted on December 2, 2021. Of these, 3,868 shares vested on December 19, 2022, 3,868 shares are scheduled to vest on December 19, 2023 and 3,869 shares are scheduled to vest on December 19, 2024. |
(16) | PSUs were granted on December |
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(18) | RSUs were granted on December 6, |
(19) | RSUs were granted on December 3, 2020. Of these, 2,598 shares vested on January 1, 2023, 2,598 shares are scheduled to vest on January 1, 2024 and 2,599 shares are scheduled to vest on January 1, 2025. |
(20) | RSUs were granted on December 2, 2021. Of these, 1,493 shares vested on January 1, 2023, 1,494 shares are scheduled to vest on January 1, 2024, 1,493 shares are scheduled to vest on January 1, 2025 and 1,494 shares are scheduled to vest on January 1, 2026. |
(21) | RSUs were granted on December 16, 2021. Of these, 1,363 shares are scheduled to vest on January 1, 2024, 2,045 shares are scheduled to vest on January 1, 2025 and 3,409 shares are scheduled to vest on January 1, 2026. |
(22) | RSUs were granted on September 8, 2022. Of these, 2,132 shares are scheduled to vest on October 1, 2024, 3,199 shares are scheduled to vest on October 1, 2025 and 5,332 shares are scheduled to vest on October 1, 2026. |
(23) | RSUs were granted on December 3, 2020. Of these, 7,791 shares vested on December 19, |
(24) | RSUs were granted on December 2, 2021. Of these, 4,750 shares vested on December 19, 2022, 4,750 shares are scheduled to vest on December 19, |
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PSUs were granted on December |
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 61 |
Executive Compensation
Option Exercises and Stock Vested for Fiscal 20192022
The following table shows all stock awards that vested and the value realized upon vesting for each NEO during fiscal 2019.2022.
Option Awards | Stock Awards | Stock Awards | ||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | Number of Shares Acquired on Vesting (#)(1) | Value Realized ($)(2) | ||||||||||||||||||
Gary E. Dickerson | — | — | 367,532 | 11,588,284 | 444,578 | 64,975,075 | ||||||||||||||||||
Daniel J. Durn | — | — | 39,553 | 1,392,047 | ||||||||||||||||||||
Brice Hill | — | — | ||||||||||||||||||||||
Robert J. Halliday | — | — | ||||||||||||||||||||||
Prabu G. Raja | 104,735 | 15,307,020 | ||||||||||||||||||||||
Omkaram Nalamasu | 68,442 | 10,002,798 | ||||||||||||||||||||||
Timothy M. Deane | 15,676 | 2,466,775 | ||||||||||||||||||||||
Ali Salehpour | — | — | 122,354 | 3,857,822 | 125,932 | 18,404,962 | ||||||||||||||||||
Prabu G. Raja | — | — | 89,560 | 2,823,827 | ||||||||||||||||||||
Steve G. Ghanayem | — | — | 89,560 | 2,823,827 |
(1) | Of the amounts shown in this column, Applied withheld the following number of shares to cover tax withholding obligations: |
(2) | Value realized equals the fair market value of Applied common stock on the vesting date, multiplied by the number of shares that vested. |
Non-Qualified Deferred Compensation
Applied’s 2016 Deferred Compensation Plan (the “DCP”), restated effective October 12, 2015 (the “Restatement Date”) and formerly known as the 2005 Executive Deferred Compensation Plan, is anon-qualified deferred compensation plan that allows eligible employees, including executive officers, to voluntarily defer receipt of all or a portion of their: (1) eligiblesign-on bonus payments, if any, (2) up to 40% of their base salaries (3)and all or a portion of their eligible sales incentive and annual
bonus payments, if any, and (4) eligible severance payments, if any.
Deferrals made prior to the Restatement DateOctober 2015 are retained as separate “rollover” accounts under the DCP. These deferrals continue to be credited with deemed interest in the sum of (a) theyield-to-maturity of five-year U.S. Treasury notes, plus (b) 1.50%. The deemed interest rate under the DCP for fiscal 2019 was 3.61% from October 29, 2018 to December 31,
44 2020 Proxy Statement
EXECUTIVE COMPENSATION
2018 and 4.32% from January 1, 2019 to October 27, 2019. Deferred amounts in the rollover accounts, plus deemed interest thereon, are generally payable on the same date selected by the participants or specified prior to the Restatement DateOctober 2015 under the terms of the DCP. Beginning in fiscal 2016, deferrals under the DCP are credited with deemed investment returns, gains or losses based upon investment crediting options available under the DCP. Applied does not make any matching or other employer contributions to the planDCP for our executive officers.
Under the DCP, a change in control (as defined prior to the Restatement Date)October 2015), would trigger the distribution of all deferred balances in the rollover accounts. For account balances after the Restatement Date,October 2015, the DCP provides distribution rules forin-service and future date distribution options and upon a qualifying separation from service, disability and change in control, including the option to change the time and form of payment within three (3) months following a change in control, as such term is defined in the DCP. Distributions are payable from the general assets of Applied or from the assets of a grantor trust (known as a rabbi trust) established by Applied.Applied for distributions made from accounts consisting of deferrals made after October 2015 and as of December 31, 2019, and their associated earnings.
62 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Executive Compensation
Non-Qualified Deferred Compensation for Fiscal 20192022
Name | Executive ($) | Registrant ($) | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | ||||||||||||||||||||||||||||||
Gary E. Dickerson | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Daniel J. Durn | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Brice Hill | 155,769 | — | (3,646 | ) | — | 152,123 | ||||||||||||||||||||||||||||||||||
Robert J. Halliday | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Prabu G. Raja | 1,357,722 | — | (1,050,649 | ) | — | 7,364,608 | ||||||||||||||||||||||||||||||||||
Omkaram Nalamasu | 1,055,244 | — | (972,900 | ) | 173,365 | 5,827,348 | ||||||||||||||||||||||||||||||||||
Timothy M. Deane | 510,783 | — | (261,337 | ) | — | 1,278,267 | ||||||||||||||||||||||||||||||||||
Ali Salehpour | 809,949 | — | 497,826 | — | 4,340,268 | 1,201,603 | — | (1,453,073 | ) | — | 7,655,638 | |||||||||||||||||||||||||||||
Prabu G. Raja | 668,561 | — | 326,131 | — | 4,484,794 | |||||||||||||||||||||||||||||||||||
Steve G. Ghanayem | 413,601 | — | 208,214 | — | 1,327,053 |
(1) |
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(2) | Amounts in this column are not included in the Summary Compensation Table because there were no above-market or preferential earnings for fiscal |
(3) | Amounts in this column represent balances as of October 30, 2022 and include compensation reported in the Summary Compensation Table for fiscal 2022 and in the Summary Compensation Tables for prior years’ proxy statements, except for (i) the earnings on contributions, which were not at above-market or preferential rates, and (ii) contributions made when the individual was not a NEO. |
Applied does not have employment agreements with any of its NEOs, other than an agreement with Mr. Dickerson. The agreement with Mr. Dickerson was entered into in connection with his appointment as President and CEO.
Mr. Dickerson’s employment agreement, dated August 14, 2013, provides that if Applied terminates his employment other than for cause and other than due to death or disability, he would be entitled to receive a lump sum payment equal to 275% of his base salary, provided that he executes an agreement containing a release of claims andnon-solicitation andnon-disparagement provisions in favor of Applied.
For purposes of Mr. Dickerson’s agreement, “cause” generally means the willful failure to perform his duties after written notice and an opportunity to cure; the willful commission of a wrongful act that caused, or was reasonably likely to cause, substantial damage to Applied, or an act of fraud in the performance of his duties; conviction for the commission of a felony in connection with the performance of his duties; or the order of a federal or state regulatory authority requiring the termination of his employment.
Applied Materials, Inc. 45
Potential Payments Upon Termination or Change of Control
Applied does not currently have change of control agreements or arrangements with any of its NEOs.
Potential Payments Upon Termination. Under Mr. Dickerson’s employment agreement described above, he would have been entitled to receive $2,832,500 (275% of his annual base salary at the end of fiscal 2019)2022) had Applied terminated his employment without cause on October 25, 2019,28, 2022, the last business day of fiscal 2019.2022. No other NEO was entitledparty to receive severance payment under an employment agreement in effect on October 25, 2019.28, 2022 or entitled to receive severance payments under such an agreement.
Additionally, the Value Creation Awards granted to Mr. Dickerson and Dr. Raja in fiscal 2021 provide for accelerated vesting in the event of an involuntary termination of employment without cause (as defined under the Stock Plan). In the event of such a termination, the performance period for the Value Creation Awards would be deemed to end on the date of such termination and the number of shares that would vest would be determined as of such date. The following
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 63 |
Executive Compensation
table shows the amounts attributable to the accelerated vesting of the Value Creation Awards if Applied had terminated Mr. Dickerson’s or Dr. Raja’s employment, respectively, without cause on October 28, 2022, the last business day of fiscal 2022.
Named Executive Officer | Value of Vesting Acceleration of Value Creation Awards ($)(1) | |||
Gary E. Dickerson | 20,841,059 | |||
Prabu G. Raja | 6,059,509 |
(1) | Amount based on the number of Value Creation Awards for which vesting would have been accelerated, calculated as (i) the target number of units awarded, (ii) multiplied by the 200% modifier that would have applied based on Applied’s absolute TSR achievement as of October 28, 2022 as compared to the program goals, (iii) multiplied by $89.72, the closing price of Applied common stock on October 28, 2022. |
Mr. Salehpour and Applied entered into a separation agreement and release (the “Separation Agreement”) on September 23, 2022 in connection with his retirement. Pursuant to the terms and conditions of the Separation Agreement, upon his retirement on January 6, 2023, Mr. Salehpour received a Vesting Accelerationlump-sum payment of $42,440, equal to approximately 18 months of the monthly premium cost under COBRA for him and his dependents. Additionally, subject to Mr. Salehpour’s agreement to be bound by certain conditions set forth in the Separation Agreement following his termination of employment, including compliance with a general release of claims and nondisclosure, confidentiality and non-disparagement provisions, he will be entitled to receive a lump-sum cash payment of $655,000, less applicable payroll tax and other required withholdings, on the one-year anniversary of his departure. Mr. Salehpour’s RSU and PSU awards that were unvested at the time of his departure vest consistent with the terms for a qualifying retirement under his existing award agreements. The value of Mr. Salehpour’s RSU awards that vested upon his retirement, and of the pro rata PSU awards that may vest following his retirement, was $3,269,386, based on assumed target performance for the PSUs and $104.27, the closing price of Applied common stock on January 6, 2023. The actual number of Mr. Salehpour’s PSU awards that will vest in December of 2023 and 2024 will be based on achievement of previously established performance goals over the respective performance periods.
Qualified Retirement – Employee Stock Incentive Plan. PSU and RSU awards granted beginning in fiscal 2019 to certain of our NEOs are subject to retirement provisions which provide for partial accelerated vesting of RSU awards and a partial payout of PSU awards based on actual performance at the conclusion of the three-year performance period, in the event of a qualifying retirement. In order to qualify, an executive is required to have reached age 60 and have completed at least five years of service with Applied, at the time of his or her retirement. As of the end of fiscal 2022, each of Mr. Dickerson, Dr. Raja, Dr. Nalamasu and Mr. Salehpour would have met the conditions for a qualifying retirement under these provisions. The following table shows the amounts attributable to a partial accelerated vesting of RSU awards and partial payout of PSU awards if the NEOs had incurred a qualifying retirement on October 28, 2022, the last business day of fiscal 2022. The retirement provision does not apply to the Value Creation Awards.
Named Executive Officer | Value of Partial RSU ($)(1) | |||
Gary E. Dickerson | 28,249,239 | |||
Brice Hill | — | |||
Robert J. Halliday | — | |||
Prabu G. Raja | 7,528,226 | |||
Omkaram Nalamasu | 5,148,134 | |||
Timothy M. Deane | — | |||
Ali Salehpour | 4,406,329 |
(1) | Amount based on the number of RSUs for which vesting would have been accelerated and target number of PSUs which would have vested, multiplied by $89.72, the closing price of Applied common stock on October 28, 2022. |
64 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Executive Compensation
Change of Control – Employee Stock Incentive Plan. Our Stock Plan provides that the vesting of equity awards granted under the plan to employees, including the NEOs, will be accelerated in full upon a change of control of Applied if the successor corporation (or its parent or subsidiary) does not assume or provide a substitute for the outstanding awards. Separately, equity awards will be accelerated in full if the award holder is terminated without cause or resigns employment with Applied for good reason, in each case, within 12 months following a change of control of Applied.Applied and as defined under the Stock Plan or the applicable award agreement. This double-trigger accelerated vesting does not apply if the applicable award agreement specifically states
that it will not apply or if the participant’s employment is terminated due to his or her death or disability, resignation without good reason or termination for cause.
The following table shows the amounts attributable to the accelerated vesting of equity awards under the Stock Plan following a change of control in which the awards are not assumed or substituted, for, or within 12 months following a change of control in which the NEO is terminated without cause or resigns for good reason, in each case assuming the change of control and termination or resignation occurred on October 25, 2019,28, 2022, the last business day of fiscal 2019.2022.
Named Executive Officer | Value of Vesting Acceleration ($)(1) | |||
Gary E. Dickerson | ||||
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Prabu G. Raja | ||||
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Timothy M. Deane | 3,912,420 | |||
Ali Salehpour | 10,363,916 |
(1) | Amount based on the number of |
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 the CEO). The fiscal 20192022 annual total compensation of our CEO, Mr. Dickerson, was $14,072,395,$20,399,972, the fiscal 20192022 annual total compensation of our median compensated employee (other than the CEO) was $104,500,$101,388, and the ratio of these amounts was 135201 to 1.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources system of record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
As permitted under the SEC rules, we are using the same median employee as was identified for purposes of our 2018fiscal 2021 CEO pay ratio, as we believe the changes toin our employee population and compensation arrangements have not significantly impacted our ratio.pay ratio disclosure. For purposes of identifying our median compensated employee last year, we used our global employee population as of October 28, 2018,31, 2021, the last day of fiscal 2018,2021, 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 annualized base salary determined as of October 28, 2018,31, 2021, the annual incentive earned for service in fiscal 2018,2021, and the approved value of the annual equity awards granted during fiscal 2018,2021, not includingoff-cycle grants in the case of new
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 65 |
Executive Compensation
hires, promotions, or similar circumstances. Given itsthe Company’s global population, the Companywe used the average foreign currency exchange rates during the fiscal year for salary and the rates in effect at the end of fiscal 20182021 for the salary and the annual incentive. After identifying our median compensated employee, weWe then calculated the annual fiscal 2022 total compensation for our previously-identified median compensated employee using the same methodology used for our CEO as set forth in the Summary Compensation Table of this Proxy Statement.
46 2020 Proxy Statement
EXECUTIVE COMPENSATION
Certain Relationships and Related Transactions
Applied’s Audit Committee is responsible for the review, approval, or ratification of “related person transactions” involving Applied or its subsidiaries and related persons. Under SEC rules, a related person is a director, executive officer, nominee for director, or 5% shareholder of a company since the beginning of the previous fiscal year, and his or hertheir immediate family members. Applied has adopted written policies and procedures that apply to any transaction or series of transactions in which (1) Applied or a subsidiary is a participant, (2) the amount involved exceeds $120,000 and (3) a related person has a direct or indirect material interest.
In accordance with these policies and procedures, the Audit Committee determines whether the related person has a material interest in a transaction and may, in its discretion, approve, ratify, or take other action with respect to the transaction. The Audit Committee reviews all material facts related to the transaction and takes into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction, and the purpose and the potential benefits to Applied of the transaction.
In addition, the Audit Committee has delegated authority to the Chair of the Audit Committee to review and approve transactions in accordance with specified criteria, if advance review by the Audit Committee is not feasible. Any
transactions approved by the Chair must be reported to the Audit Committee at its next regularly-scheduledregularly scheduled meeting.
The Audit Committee has adopted standingpre-approvals for limited transactions with related persons.Pre-approved transactions are as follows:
» | Any transaction with another company with which a related person’s only relationship is as an employee, director, or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenues; |
» | Any charitable contribution, grant, or endowment by Applied or The Applied Foundation to a charitable organization, foundation, or university with which a related person’s only relationship is as an employee (other than an executive officer) or a director, if the amount involved does not exceed the lesser of $1 million or 2% of the charitable organization’s total annual receipts; |
» | Compensation to executive officers or directors that has been approved by the |
» | Transactions in which all shareholders receive proportional benefits or where the rates or charges involved are determined by competitive bids; and |
» | Banking-related services involving a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar service. |
Applied Materials, Inc. 47
66 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
PROPOSAL 3—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM3 – Advisory Vote on the Frequency of
an Advisory Vote on Executive Compensation
PROPOSAL 3 – Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
Pursuant to Section 14A of the Exchange Act, we are asking our shareholders to provide their input with regard to the frequency of future shareholder advisory votes on our executive compensation programs, such as the proposal contained in Proposal 2 of this Proxy Statement. In particular, we are asking whether the advisory vote on executive compensation should occur every year, every two years or every three years. Currently, the advisory vote on executive compensation occurs every year.
Our Board has determined that an annual advisory vote on executive compensation is the most appropriate alternative for Applied. The Board’s determination was influenced by the fact that the compensation of our named executive officers is evaluated, adjusted and approved on an annual basis. As part of the annual review process, the Board believes that shareholder sentiment should be a factor that is taken into consideration by the Board and the HRCC in making decisions with respect to executive compensation. By providing an advisory vote on executive compensation on an annual basis, our shareholders will be able to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. Accordingly, our Board recommends that the advisory vote on executive compensation be held every year.
You may cast your vote by choosing the option of one year, two years, three years, or abstain from voting in response to the resolution set forth below:
“RESOLVED, that the option of every year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold an advisory vote by shareholders to approve the compensation of the named executive officers, as disclosed in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure in our annual shareholder meeting proxy statement.”
The option of one year, two years or three years that receives the highest number of votes cast will be the frequency of the vote on the compensation of our named executive officers that has been approved by shareholders on an advisory basis. Even though your vote is advisory and therefore will not be binding on the Company, the Board and the HRCC value the opinions of our shareholders and will consider our shareholders’ vote. Nonetheless, the Board may decide that it is in the best interests of our shareholders and Applied to hold an advisory vote on executive compensation more or less frequently than the option selected by our shareholders.
The board recommends that you vote for the option of “one year” as the frequency with which shareholders are provided an advisory vote on executive compensation |
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 67 |
PROPOSAL 4 – Ratification of The Appointment of
Independent Registered Public Accounting Firm
PROPOSAL 4 – Ratification of The Appointment of Independent Registered Public Accounting Firm
We are asking shareholders to ratify the appointment of KPMG LLP (“KPMG”) as Applied’s independent registered public accounting firm for fiscal 2020,2023, which began on October 28, 201931, 2022 and will end on October 25, 2020.29, 2023. The Audit Committee and the Board believe that the retention of KPMG to serve as ourthe Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. Although ratification is not legally required, Applied is submitting the appointment of KPMG to ourits shareholders for ratification as a matter of good corporate governance. In the event that this appointment is not ratified, the Audit Committee of the Board will reconsider the appointment. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the fiscal year if it determines that such a change would be in the best interest of the Company and its shareholders.
The Audit Committee is directly responsible for the appointment, compensation, retention, oversight, evaluation and, when appropriate, replacement of the independent registered public accounting firm that serves as the Company’s independent accountants. KPMG has served as
our independent registered public accounting firm since 2004. In selecting the independent auditor, the Audit Committee annually considers many factors, including its qualifications and performance during fiscal 20192022 and 2018,2021, its independence and tenure as the Company’s auditor; KPMG’s capability and expertise in handling the breadth and complexity of the Company’s global operations, including the expertise and capability of the lead audit partner; historical and recent performance, including the extent and quality of KPMG’s communications with the Audit Committee; Public Company Accounting Oversight Board inspection reports, and the appropriateness of KPMG’s fees for audit andnon-audit services. Further, in conjunction with ensuring the rotation of KPMG’s lead engagement partner, the Audit Committee and its Chair are directly involved with the selection of KPMG’s lead engagement partner. The next mandatory rotation for KPMG’s lead engagement partner is scheduled to occur in fiscal year 2024.
Representatives of KPMG will be present at the Annual Meeting. They will be given an opportunity to make a statement if they wish and will be available to respond to appropriate questions.
The following table shows fees paid by Applied for professional services rendered by KPMG for fiscal 20192022 and 2018,2021, which ended on October 27, 201930, 2022 and October 28, 2018,31, 2021, respectively. All of the fees shown in the table were approved by the Audit Committee in accordance with itspre-approval process.
Fee Category | Fiscal 2022 | Fiscal 2021 | ||||||
| (In thousands) | |||||||
Audit Fees | $6,798 | $6,500 | ||||||
Audit-Related Fees | 23 | 67 | ||||||
Tax Fees: |
|
|
|
|
|
| ||
Tax Compliance and Review | 234 | 396 | ||||||
Tax Planning and Advice | 28 | 94 | ||||||
All Other Fees | 12 | 11 | ||||||
Total Fees | $7,095 | $7,068 |
68 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
PROPOSAL 4 – Ratification of The Appointment of
Independent Registered Public Accounting Firm
Fee Category
| Fiscal 2019
| Fiscal 2018
| ||||||
(In thousands)
| ||||||||
Audit Fees
|
| $6,530
|
|
| $7,776
|
| ||
Audit-Related Fees
|
|
57
|
|
|
342
|
| ||
Tax Fees:
| ||||||||
Tax Compliance and Review
|
|
585
|
|
|
644
|
| ||
Tax Planning and Advice
|
|
187
|
|
|
236
|
| ||
All Other Fees
|
|
—
|
|
|
50
|
| ||
Total Fees
|
|
$7,359
|
|
|
$9,048
|
|
Audit Fees consisted of fees for (a) professional services rendered for the annual audit of Applied’s consolidated financial statements, (b) review of the interim consolidated financial statements included in quarterly reports and (c) services that are typically provided by an independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
Audit-Related Fees included fees for assurance and related services that were reasonably related to the performance of the audit or review of Applied’s consolidated financial statements and are not reported under “Audit Fees.” Audit-related fees also included fees incurred for services in connection with compliance with government-funded grant requirements and audits of financial statements of certain employee benefit plans and accounting consultations related to proposed new accounting standards.plans.
Tax Fees consisted of fees for professional services for tax compliance and review, and tax planning and advice. Tax compliance and review services consisted of federal, state, and international tax compliance, assistance with tax audits and appeals, and assistance with customs and duties audits. Tax planning and advice services consisted of consultations related to tax compliance matters and certain international operations.
All Other Fees for fiscal 2018 consisted of fees for services in connection with a contract compliance audit.audit and consultations regarding an employee benefit plan.
The Audit Committee has concluded that the provision of thenon-audit services described above was compatible with maintaining the independence of KPMG.
|
|
48 2020 Proxy Statement
PROPOSAL 3—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Policy on Audit Committee’sPre-Approval of Audit and PermissibleNon-Audit Services of Independent Registered Public Accounting Firm
The Audit Committee reviews and, as appropriate,pre-approves all audit and permissiblenon-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, and tax services, as well as specifically designatednon-audit services which, in the opinion of the Audit Committee, will not impair the independence of the independent registered public accounting firm.Pre-approval generally is provided for up to one year, and anypre-approval is detailed as to the particular service or category of services
and generally is subject to a specific budget. The independent registered public accounting firm and Applied’s management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with thispre-approval, including the fees for the services performed to date. In addition, the Audit Committee also maypre-approve particular services on acase-by-case basis, as necessary or appropriate.
The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that Applied specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.
Composition. The Audit Committee of the Board is composed of the directors named below. Each member of the Audit Committee meets the independence and financial experience requirements under applicable SEC rules and Nasdaq listing standards. In addition, the Board has determined that each of Judy Bruner, Adrianna C. Ma,Kevin P. March, Yvonne McGill and Scott A. McGregor and Dennis D. Powell is an “audit committee financial expert” as defined by SEC rules.
Responsibilities. The Audit Committee operates under a written charter that has been adopted by the Board. The charter is reviewed annually for changes, as appropriate. The Audit Committee is responsible for general oversight of Applied’s auditing, accounting and financial reporting processes, system of internal control over financial reporting, and tax, legal, regulatory and ethical compliance. Applied’s management is responsible for: (a) maintaining Applied’s books
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 69 |
PROPOSAL 4 – Ratification of The Appointment of
Independent Registered Public Accounting Firm
of account and preparing periodic financial statements based thereon; and (b) maintaining the system of internal control over financial reporting. The independent registered public accounting firm is responsible for auditing Applied’s annual consolidated financial statements.statements and Applied’s internal control over financial reporting.
Review with Management and Independent Registered Public Accounting Firm. The Audit Committee hereby reports as follows:
1. | The Audit Committee has reviewed and discussed with management and the independent registered public accounting firm, KPMG LLP (“KPMG”), together and separately, Applied’s audited consolidated financial statements contained in Applied’s Annual Report on Form10-K for fiscal year |
2. | The Audit Committee has discussed with KPMG matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board. |
3. | The Audit Committee has received from KPMG the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG its independence. |
Based on the review and discussions referred to in paragraphs1-3 above, the Audit Committee recommended to the Board, and the Board has approved, that the audited consolidated financial statements be included in Applied’s Annual Report on Form10-K for fiscal year 20192022 for filing with the SEC.
The Audit Committee appointed KPMG as Applied’s independent registered public accounting firm for fiscal year 20202023 and recommends to shareholders that they ratify the appointment of KPMG as Applied’s independent registered public accounting firm for fiscal year 2020.2023.
This report is submitted by the Audit Committee.
Dennis D. PowellJudy Bruner (Chair)
Judy Bruner
Stephen R. Forrest
Adrianna C. MaKevin P. March
Yvonne McGill
Applied Materials, Inc. 49
70 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
PROPOSAL 5 – Shareholder Proposal Regarding
Special Shareholder Meeting
PROPOSAL 4—APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR CERTIFICATE OF INCORPORATION TO ALLOW SHAREHOLDERS TO ACT BY WRITTEN CONSENT5 – Shareholder Proposal Regarding Special Shareholder Meeting
Kenneth Steiner, whose address and stockholding will be provided by us upon request, has submitted the following proposal. The shareholder proposal will be voted on at the 2023 Annual Meeting only if properly presented by or on behalf of the proponent.
Applied is not responsible for the accuracy or content of the proposal and supporting statement, which are presented below as received from the proponent.
The board recommends a vote against this shareholder proposal |
We are asking shareholders to approve an amendment and restatement of our Amended Certificate of Incorporation (the “Certificate”) to allow shareholder action by written consent (the “Proposed Amendment”).
Currently, Article SEVENTH of our Certificate prohibits shareholder action by written consent. We received a shareholder proposal for last year’s annual meeting requesting that the Board take the necessary steps to allow shareholders to act by written consent (the “2019 Proposal”). The 2019 Proposal did not pass because it failed to gain the support of a majority of the shares present at the meeting and entitled to vote: it won the support of 49.8% of the shares present at the meeting and entitled to vote, representing approximately 35.3% of our outstanding shares.
Last year, based on shareholder input and concerns about potential for abuse and shareholder disenfranchisement associated with action by written consent, the Board opposed the 2019 Proposal. However, after careful consideration of the voting results of the 2019 Proposal and recent shareholder feedback, as well as a comprehensive review of market practice and procedural safeguards adopted by other companies with respect to a shareholder right to act by written consent, the Board has declared advisable, and is submitting to shareholders for their approval, the Proposed Amendment, which would allow shareholder action by written consent. Our Board has taken a thoughtful approach to action by written consent and believes it is in the best interests of the Company and shareholders to adopt action by written consent with procedural safeguards. The Proposed Amendment addresses shareholder and Board concerns regarding written consent through specific procedural safeguards, described below, that are designed to ensure accountability and a democratic process for all shareholders.
Shareholder EngagementProposal
Proposal 5 – Special Shareholder Meeting Improvement NOTE: The graphic above was submitted as part of the shareholder’s proposal. Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. Since Applied Materials management will not give its shareholders a genuine right to act by written consent we need the right for 10% of shares to be able to call a special shareholder meeting. Applied Materials shareholders gave 49% support to a shareholder proposal to give shareholders the right to act by written consent. This 49% support represented clear majority support from the shares that have access to impendent proxy voting advice. In response to this majority support management gave us a useless right to act by written consent. This was under the “leadership” of Ms. Judy Bruner, who chaired the Governance Committee. In response to this majority vote from the shares that have access to independent proxy voting advice, under Ms. Bruner we got a form of written consent that is so difficult to use that a group of shareholders, who see an urgent need to have a vote on an important item between annual meetings, would automatically choose to call for a special shareholder meeting because it is less difficult than attempting to act by written consent. Thus to make up for our lack of a real right to act by written consent we need the right of 10% of shares to call for a special shareholder meeting. A more reasonable stock ownership threshold to call for a special shareholder meeting to elect a new director could give our directors a greater incentive to improve their performance. For instance Mr. Thomas Iannotti, Chair of the executive pay committee, received the most negative votes at the 2022 annual meeting. And 16% of Applied Materials shares rejected management pay when a 5% rejection is often the norm. Please vote yes: Special Shareholder Meeting Improvement – Proposal 5 |
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 71 |
PROPOSAL 5 – Shareholder Proposal Regarding
Our Special Shareholder Meeting
Board isof Directors Statement in Opposition
The Board of Directors recommends that you vote AGAINST Proposal 5 for the following reasons:
The Board remains committed to strong corporate governance practices and responsiveness to Applied’s shareholders andthrough regular dialogue. The Board also believes in maintaining policies and practices that serve the best interests of all shareholders. Shareholder inputshareholders, and regularly evaluates these policies and practices. In addition to the existing ability of shareholders holding at least 20% of our outstanding shares of common stock to call a special meeting, Applied’s shareholders have meaningful shareholder rights: the ability to act by written consent, propose actions for consideration at annual meetings, and nominate directors through proxy access and universal proxy rights.
Following careful review and consideration and for the reasons noted below, the Board has beendetermined that support for the actions sought by this shareholder proposal is not necessary and not in the best interests of Applied or its shareholders.
Applied shareholders already have a meaningful right to call a special meeting
Our Bylaws currently permit the shareholders of 20% of the outstanding shares of common stock of the Company to call special meetings. The Board believes that our current 20% ownership threshold, which was adopted in response to feedback from our shareholders, strikes the appropriate balance between providing shareholders with the ability to call a special meeting while protecting the Company against the risk that a relatively small number of shareholders, including those with special interests, could call special meetings to pursue matters that may not reflect the interests of the Company and a broader group of shareholders, with the resulting expense and disruption to our business.
When the Company implemented the right for shareholders to call a special meeting in 2015, the Board considered: (1) the feedback from our extensive shareholder outreach, (2) our concentrated shareholder base and (3) benchmarking data of S&P 500 companies and our comparable peer companies incorporated in Delaware. We continued to give significant weight to these factors when considering this same shareholder proposal last year, and after considering them once again, believe that the existing 20% threshold continues to be an important consideration in our Board’s dialogue around our corporate governance policies and practices. We have a strong historyappropriate.
As of taking proactive steps in response to our shareholders’ feedback to endeavor to establishbest-in-class governance and compensation structures.
Given the high level of support for the 2019 Proposal and at the directionDecember 2022, two of our Governance Committee, we engagedlargest shareholders together hold more than 15% of our outstanding shares, and three of our largest shareholders together hold more than 20% of our outstanding shares. Given this composition, reducing the ownership threshold to 10% could enable just a small minority of shareholders to aggregate their shares, trigger the expense and disruption of a special meeting and pursue narrow self-interests or agendas that are not widely viewed among our shareholder base as requiring immediate attention or that are not aligned with the long-term interests of the Company or our shareholders more broadly.
The Company’s current 20% ownership threshold continues to be lower than that of many other companies. As of November 2022, of the U.S. companies in the S&P 500 that permit their shareholders to call special meetings, a majority set the ownership threshold at or above 25%. Moreover, as of 2022, the current 20% ownership threshold is the same as, or more favorable to shareholders than, the special meeting rights at approximately 65.5% of the 486 S&P 500 companies surveyed by FactSet and that have also implemented a special meeting right. In addition, of our fiscal 2022 peer group companies that are incorporated in Delaware, over 75% either have not implemented the right to call a special meeting at all, or have done so at or above a 20% ownership threshold.
The current 20% ownership threshold to call a special meeting was the result of extensive shareholder outreach to hear directlyengagement with and feedback from our shareholders, onboth at the time we adopted this right in 2015 and again in 2020 when we adopted the right for shareholders to act by written consent at a corresponding 20% ownership threshold.
This same shareholder proposal that is being put forth before shareholders now was considered at our 2022 Annual Meeting and did not achieve majority support from our shareholders. However, the Board recognized that a sizeable minority of shareholders had supported the proposal, and remains committed to responsiveness to all shareholders’ views. Accordingly, during the fall of 2022, as part of Applied’s regular shareholder engagement, we deliberately and specifically asked shareholders about their views on shareholder action by written consent, as well as our existingthe appropriate ownership threshold to call a special meeting process.meeting. We contactedreached out to the holders of approximately 57% of our outstanding shares. Of those we contacted, 20 shareholders spokeshares, and engaged with us,holders representing approximately 46%31% of our outstanding shares and consisting of a roughly equal number of shareholders who voted for and against the 2019 Proposal. Our independent Chairmanon this topic. Holders representing approximately 77% of the Board and our independent Chair of the Governance Committee participated in several of these calls. Our Board has used this feedback to inform boardroom discussions in determining what action to take in response to the high support level for and shareholder input regarding action by written consent.
Many of the shareholdersshares with whom we engaged expressedsupported maintaining our current ownership threshold of 20% rather than lowering it to 10%. This feedback is consistent with what we have heard from shareholders in previous engagements.
72 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
PROPOSAL 5 – Shareholder Proposal Regarding
Special Shareholder Meeting
Special meetings require substantial resources and create significant distraction
For a company as large and complex as Applied, a special meeting of shareholders, regardless of whether the viewmeeting is held in person or virtually, is a significant undertaking, and our Board continues to believe that this should occur only when fiduciary obligations or strategic concerns require that matters be addressed expeditiously. Preparing and conducting a special meeting creates significant distraction for the rightBoard and the management team from their focus on maximizing long-term financial returns, achieving the Company’s long-term strategic objectives and operating Applied’s business. Given the size of the Company’s shareholder base, a special shareholder meeting would require a substantial commitment of time, effort and resources by the Company, the Board and senior management to act by written consent was unnecessary in lightprepare for and conduct the meeting.
Special meetings should be limited to circumstances where a meaningful representation of our existing corporate governance policies and shareholder rights, including the right to call specialshareholders believes that a matter is sufficiently urgent or extraordinary that it must be addressed between annual meetings. Nevertheless, they encouraged us to be responsive to the voting results of the 2019 Proposal.
A majority of these shareholders (16 of the 20 shareholders we spoke with, representingGiving holders of approximately 40% of our outstanding shares) were supportive of the Board’s adoption of a shareholder right to act by written consent. Most also expressed concerns that the written consent process could be subject to abuse absent adequate procedural safeguards, and expected that we would adopt such safeguards or were otherwise supportive of us doing so. Among those 16 shareholders, three, while supporting the Company’s adoption of action by written consent, expressed a preference for reducing the ownership threshold for the shareholder right to call special meetings in lieu of adopting shareholder action by written consent. However, there was no consensus among our shareholders regarding the appropriate ownership threshold and some shareholders noted concern about setting the threshold too low. The other four shareholders we spoke with, representing holders of approximately 6%as little as 10% of our outstanding shares did not expressthe unlimited power to call a preference for either approach.special meeting would permit a small minority of shareholders to use the extraordinary measure of calling a special meeting to serve their narrow self-interest at the expense of the majority of our shareholders and Applied, and opens the door to potential abuse and waste of corporate resources.
Regarding the procedural safeguards, the universal view among the 16 shareholdersCurrent strong corporate governance practices demonstrate accountability and responsiveness
The Board further believes that supported the Board’sApplied’s strong corporate governance practices make adoption of action by written consent was that we should adopt provisions that are consistent with market practice to
50 2020 Proxy Statement
PROPOSAL 4—APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR CERTIFICATE OF INCORPORATION TO ALLOW SHAREHOLDERS TO ACT BY WRITTEN CONSENT
prevent abuse and that aligning those provisions withthis proposal unnecessary. Many of our current shareholder rights, including our special meeting right, (including the requisite ownership threshold) was an appropriate approach.
Board’s Decision and Rationale
The Board believes thatwere informed by shareholder input received through our robust year-round engagement program. In addition to Applied’s existing special meeting right, provides Applied’s other corporate governance practices provide transparency and accountability of the Board to all Applied shareholders, and ensure that Applied is responsive to shareholder concerns without the additional expense and risk associated with a meaningful ability to propose actions for shareholder consideration between annual meetings. However, given the strong support for the 2019 Proposal and the shareholder feedback we received, the Board recognizes that the right of shareholders to act by written consent at an appropriate threshold may provide an effective balance between ensuring the Board’s accountability to shareholders and enabling the Board and management to operate in an effective manner, and may provide a complementary mechanism for shareholders to raise matters between annual meetings. To ensure that the written consent process provides our shareholders with a similarly equitable and transparent manner to raise matters for consideration by shareholders and to address many of our shareholders’ concerns that the written consent process could be subject to abuse absent adequate procedural safeguards, the Proposed Amendment includes the following safeguards:lower special meeting threshold:
» | Action by Written Consent. In 2019, we engaged in extensive shareholder outreach and added the right for shareholders |
» | Proxy Access for Director Nominations. Applied has a proxy access bylaw that allows any shareholder (or group of up to 20 shareholders) owning 3% or more of our common stock continuously for at least three years, to nominate and include in our proxy statement director nominees constituting up to 20% of the |
» | Annual Election of Board of Directors. All of Applied’s directors are elected annually by shareholders, and shareholders can remove directors with or without cause. |
» | Majority Voting Standard. Applied has adopted a majority voting standard for the election of directors in uncontested elections. |
» | Majority Voting for Charter and Bylaw Amendments. Applied’s charter and bylaw provisions do not have supermajority voting provisions – shareholders can approve binding charter and bylaw amendments with a majority vote. |
» | No Shareholder Rights Plan. Applied does not have a shareholder rights plan or poison pill. |
» | Independent Board Leadership. Applied has separated the roles of Chair of the Board and Chief Executive Officer. The Chair of the Board is an independent director – as are all of the chairs of the committees of the Board. |
» | Shareholder Engagement. We regularly engage with our investors to |
This 20% threshold isIn light of the ownership threshold required forexisting right of shareholders to call a special meeting. Themeeting, as well as feedback received from shareholders and Applied’s strong corporate governance practices, the Board believes that the same threshold is appropriate for shareholder action by written consent, so that a limited group of shareholders cannot use written consent to push forward an action that would lack sufficient shareholder support to merit calling a special meeting. The Board believes the 20% threshold strikes a suitable balance between enhancing the ability of shareholders to initiate shareholder action and limiting the risk of subjecting shareholders to numerous written consent solicitations (or special meeting requests) that may only be relevant to particular constituencies.
|
|
Applied Materials, Inc. 51
|
This summary is qualified in its entirety by reference to the complete textadoption of the proposed amendedshareholder proposal is unnecessary and restated Certificate of Incorporation, which is attached asAppendix B to this Proxy Statement.
Adoption of this proposal requires the affirmative vote of a majority of the outstanding shares of our common stock.
If approved by shareholders, Applied will promptly file with the Delaware Secretary of State an amended and restated
Certificate of Incorporation, the form of which is attached asAppendix B to this Proxy Statement, incorporating the Proposed Amendment. The amended and restated Certificate of Incorporation will become effective on the date the filing is accepted by the Delaware Secretary of State. If the Proposed Amendment is not approved byin the requisite vote, the Proposed Amendment will not be implementedbest interests of Applied and the current prohibition on shareholder action by written consent will remain.its shareholders.
If the Proposed Amendment is approved by shareholders, the Board has approved conforming changes to Applied’s bylaws, which would become effective upon the filing of the amended and restated Certificate of Incorporation with the Delaware Secretary of State.
52 2020 Proxy Statement
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 73 |
QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENT AND OUR 2020 ANNUAL MEETING PROPOSAL 6 – Shareholder Proposal Regarding
Executive Compensation Program and Policy
PROPOSAL 6 – Shareholder Proposal Regarding Executive Compensation Program and Policy
Jing Zhao, whose address and stockholding will be provided by us upon request, has submitted the following proposal. The shareholder proposal will be voted on at the 2022 Annual Meeting only if properly presented by or on behalf of the proponent.
Applied is not responsible for the accuracy or content of the proposal and supporting statement, which are presented below as received from the proponent.
The board recommends a vote against this shareholder proposal |
Shareholder Proposal to Improve Executive Compensation Program and Policy Resolved: shareholders recommend that Applied Materials, Inc. (the Company) improve the executive compensation program and policy to include the CEO pay ratio factor. Supporting Statement The Company’s board opposed to improve the executive compensation program and policy at our 2022 shareholders meeting (2022 Proxy Statement pp. 58-59) and increased the CEO pay from $17,294,987 to $35,265,559 (Ibid. p.45) thus increased the CEO pay ratio from 204 to 1 (2021 Proxy Statement p. 49) to 323 to 1 (2022 Proxy Statement p. 51). America’s ballooning executive compensation is not sustainable for the economy, and there is no rational methodology or program to decide the executive compensation, particularly because there is no consideration of the CEO pay ratio factor, and there is no employee representation on board. The CEO pay ratios of big Japanese and European companies are much less than of big American companies. Shareholders in JPMorgan Chase & Co., Intel, and other big companies voted in 2022 against their companies’ compensation for their top executives. It is for Applied Materials shareholders to change the Company’s executive compensation program and policy now. The Company has the flexibility to reform the Human Resource and Compensation Committee to improve the executive compensation program and policy, such as to include the CEO pay ratio factor. |
74 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
PROPOSAL 6 – Shareholder Proposal Regarding
Executive Compensation Program and Policy
Board of Directors Statement in Opposition
The Board of Directors recommends that you vote AGAINST Proposal 6 for the following reasons:
The Company has a deep commitment to operating its business in a sustainable and responsible manner, and the Board continuously takes steps to ensure that the executive compensation program reflects this commitment. Following careful review and consideration, the Board has again determined that support for this shareholder proposal is unwarranted because the Board’s Human Resources and Compensation Committee (the “HRCC”) already reviews the CEO pay ratios of the Company and its peers. Moreover, the HRCC regularly reviews and updates the executive compensation program to align the program with the Company’s business objectives, shareholder feedback and market trends.
The principal objectives of the Company’s executive compensation program continue to be:
» | to attract, reward, and retain highly-talented executive officers and other key employees; |
» | to motivate these individuals to achieve short-term and long-term goals that enhance shareholder value; and |
» | to support our core values and culture. |
As a reference point for evaluating our compensation program, the HRCC regularly reviews compensation practices within our peer group. See “Compensation Discussion and Analysis – Compensation Governance and Decision-Making Framework – Fiscal 2022 Peer Group.” On an annual basis, the HRCC also reviews the Company’s CEO pay ratio and changes in the ratio from year to year, as well as the ratios of peer companies and the S&P 500 Index average. Although SEC rules require disclosure of the ratio of annual CEO compensation to the annual compensation of a median employee, the HRCC does not believe that the pay ratio should more directly guide our compensation principles or that our executive compensation program should be changed as described in this proposal.
Similar versions of this proposal were submitted to a vote at the Company’s 2022 and 2021 Annual Meetings of Shareholders; in each instance, shareholders holding more than 90% of votes cast voted against the proposal. In addition, our Board and management team actively seek the feedback of our shareholders, including with respect to our executive compensation program and matters related to our employees, and consider that feedback in their decision-making. Feedback obtained through our robust shareholder outreach program over the last few years has resulted in the implementation of changes to our executive compensation program, including a comprehensive redesign of our long-term incentive program in 2017 that, among other things, established new performance metrics and extended performance measurement periods from one year to three years.
As described in more detail under “Compensation Discussion and Analysis,” a significant portion of the Company’s executive compensation is performance-based and dependent upon the success of the Company in creating long-term value for its shareholders. Annual bonuses are determined by the HRCC based on achievement of a set of objective corporate scorecard measures across five categories – Financial and Market Performance and Execution, Products and Growth, Services and Subscription, Customers and Markets, and People and Organization – as well as individual executive performance.
For these reasons, the Board has determined that support for this shareholder proposal is unwarranted and believes that our current compensation program and policy are appropriate and reflect stakeholder input.
The board recommends that you vote against this proposal requesting our board of directors to amend our compensation program and policy |
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 75 |
Questions and Answers About the Proxy
Statement and Our 2023 Annual Meeting
QUESTIONS AND ANSWERS ABOUT THE PROXY
STATEMENT AND OUR 2020 ANNUAL MEETINGQuestions and Answers About the Proxy Statement and Our 2023 Annual Meeting
Q: | Why am I receiving these materials? |
A: | The Board of Directors of Applied Materials is providing these materials to you in connection with |
These proxy materials are being provided on or about January 30, 202025, 2023 to all shareholders of record of Applied as of January 16, 2020.11, 2023.
Q: | What information is contained in these materials? |
A: | This Proxy Statement contains important information regarding the |
If you requested to receive printed proxy materials, these materials also include an accompanying proxy card. If you received more than one proxy card, this generally means your shares are registered differently or are in more than one account. Please provide voting instructions for each proxy card or, if you vote via the Internet or by telephone, vote once for each proxy card you receive to ensure that all of your shares are voted.
Q: | What proposals will be voted on at the Annual Meeting? What are the Board’s recommendations? |
A: | The following table describes the proposals to be voted on at the Annual Meeting and the Board’s voting recommendations: |
Proposal | Board Recommendation | |||||||
1. Election of ten directors |
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| FOR each Nominee | |||||
2. Approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2022 |
|
|
| FOR | ||||
3. Approval, on an advisory basis, of the frequency of holding an advisory vote on executive compensation |
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|
| FOR every ONE year | ||||
2023 |
|
|
| FOR | ||||
5. Shareholder proposal regarding special shareholder meeting |
|
|
| AGAINST | ||||
policy |
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|
|
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At the time this Proxy Statement was mailed, we were not aware of any other matters to be presented at the Annual Meeting other than those set forth in this Proxy Statement and in the notice accompanying this Proxy Statement.
76 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Questions and Answers About the Proxy
Statement and Our 2023 Annual Meeting
Q: | What is the record date? How many shares are entitled to vote? |
A: | Shareholders who owned Applied common stock at the close of business on January |
A complete list of these shareholders will be available for the 10 days prior to the Annual Meeting. To make arrangements to view the list, please contact our Corporate Secretary by e-mail at corporatesecretary@amat.com. A shareholder may examine the list for any legally valid purpose related to the Annual Meeting.
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Q: | What is the difference between holding shares as a shareholder of record and as a beneficial owner? |
A: | Most Applied shareholders hold their shares as beneficial owners (through a broker, bank, or other nominee) rather than as a shareholder of record (directly in their own name). |
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Shareholders of Record. If your shares are registered directly in your name with Applied’s transfer agent, Computershare, you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you. As a shareholder of record, you have the right to grant your voting proxy directly to Applied or to vote in person at the Annual Meeting. If you requested printed proxy materials, we have enclosed an accompanying proxy card for you to use. You may also submit voting instructions via the Internet or by telephone by following the instructions on the accompanying proxy card, as described below under “How can I vote my shares?”
Applied Materials, Inc. 53
Beneficial Owners.If your shares are held in a brokerage account or by a broker, bank, or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank, or other nominee, which is considered the shareholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your account. However, because you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting, unless you request and provide at the Annual Meeting a valid proxy from your broker, bank, or other nominee. Your broker, bank, or other nominee has included a voting instruction form for you to use to direct them how to vote your shares. Please instruct your broker, bank, or other nominee how to vote your shares using the voting instruction form you received from them.
Q: | Can I attend the Annual Meeting? |
A: | Applied shareholders on the record date or their legal proxy holders may attend the Annual Meeting. To be admitted to the Annual Meeting, you will need a form of photo identification and valid proof of ownership of Applied common stock or a valid legal proxy. If you have a legal proxy from a shareholder of record, you must bring a form of photo identification and the legal proxy to the Annual Meeting. If you have a legal proxy from a street name shareholder, you must bring a form of photo identification, a legal proxy from the record holder (i.e., the bank, broker or other holder of record) to the street name shareholder that is assignable, and the legal proxy from the street name shareholder to you. Each shareholder may appoint only one proxy holder to attend on such shareholder’s behalf. |
The use of cameras, recording equipment and other electronic devices (including cell phones, tablets, laptops, etc.) is not permitted at the Annual Meeting.
Q: | How can I vote my shares? |
A: | You may vote over the Internet, by telephone, by mail, or in person at the Annual Meeting. Votes submitted by telephone or over the Internet must be received by 11:59 p.m., Eastern Time, on Wednesday, March |
Voting over the Internet. To vote over the Internet, please follow either the instructions included on your proxy card or the voting instructions you receive by e-mail or that are being provided via the Internet. If you vote over the Internet, you do not need to complete and mail a proxy card.
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | |
Questions and Answers About the Proxy
Statement and Our 2023 Annual Meeting
Voting by Telephone. If you have requested printed proxy materials, such materials will include instructions for how to vote by telephone. Please follow either the instructions included on your proxy card or voting instruction form. If you vote by telephone, you do not need to complete and mail a proxy card.
Voting by Mail. If you have requested printed proxy materials, you may vote by mail by signing the proxy card and returning it in the prepaid and addressed envelope enclosed with the proxy materials. By signing and returning the proxy card, you are authorizing the individuals named on the proxy card to vote your shares at the Annual Meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Annual Meeting so that your shares will be voted if you are unable to attend the Annual Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Your printed proxy materials may also indicate methods whereby you may vote by telephone or over the Internet instead of signing, dating a returning the proxy card by mail.
Voting in Person at the Meeting. If you attend the Annual Meeting and plan to vote in person, we will provide you with a ballot at the Annual Meeting. If you are a shareholder of record, you have the right to vote in person at the Annual Meeting. If you are the beneficial owner of shares held in street name and you wish to vote in person at the Annual Meeting, you will need to bring to the Annual Meeting a legal proxy from your broker or other nominee authorizing you to vote those shares.
Applied Employee Plan Participants. If you own shares purchased through Applied’s Omnibus Employees’ Stock Purchase Plan or Applied’s Stock Purchase Plan for Offshore Employees that are still held by the plans’ recordkeeper and you do not vote these shares, the shares may be voted in accordance with standard brokerage industry practices only on routine matters.
Q: | Can I change my vote or revoke my proxy? |
A: | If you are a shareholder of record, you may change your vote or revoke your proxy at any time before the Annual Meeting. To change your vote or revoke your proxy, you must: |
Sign and return a later-dated proxy card, or enter a new vote over the Internet or by telephone; or |
54 2020 Proxy Statement
QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENT AND OUR 2020 ANNUAL MEETING
Provide written notice of the revocation to Applied’s Corporate Secretary at: Applied Materials, Inc., Attention: |
Attend the Annual Meeting and vote in person. |
Only the latest validly-executed proxy that you submit will be counted.
Q: | What is the quorum requirement for the Annual Meeting? |
A: | A majority of the outstanding shares entitled to vote as of the record date must be present at the Annual Meeting to constitute a quorum and in order to conduct business at the Annual Meeting. Your shares are counted as present if you vote in person at the Annual Meeting, over the Internet, by telephone, or by submitting a properly executed proxy card by mail. |
Abstentions and brokernon-votes are counted as present for the purpose of determining a quorum.
Q: | How are votes counted? |
A: | You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to each of the director nominees. If you elect to abstain from voting on the election of directors, the abstention will not have any effect on the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. |
You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to:
Proposal 2: The approval, on an advisory basis, of the compensation of our named executive officers for fiscal year |
Proposal 4: The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year |
78 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Questions and Answers About the Proxy
Statement and Our 2023 Annual Meeting
» | Proposal 5: The shareholder proposal regarding special shareholder meeting right; and |
Proposal 6: The |
If you elect to abstain from voting on any of these threefour proposals, the abstention will have the same effect as an “AGAINST” vote with respect to such proposals.
With respect to Proposal 3, you may vote for every ONE year, for every TWO years, for every THREE years, or “ABSTAIN” with respect to the approval, on an advisory basis, of the frequency of holding an advisory vote on executive compensation. If you vote to “ABSTAIN” on Proposal 3, the abstention will not have an effect on the outcome of the vote.
If you are a shareholder of record and you sign and return your proxy card without giving specific voting instructions, your shares will be voted on the proposals as recommended by our Board and in accordance with the discretion of the persons named on the proxy card with respect to any other matters that may properly come before the Annual Meeting.
If your shares are held in street name and you do not instruct your broker on a timely basis on how to vote your shares, your brokerage firm, in its discretion, may either leave your shares unvoted or vote your shares on routine matters. Only the ratification of KPMG LLP as our independent registered public accounting firm is a routine matter. Without your voting instructions, your brokerage firm cannot vote your shares on any other proposal. These unvoted shares, called “brokernon-votes,” refer to shares held by brokers who have not received voting instructions from their clients and who do not have discretionary authority to vote onnon-routine matters. Brokernon-votes are not considered entitled to vote onnon-routine proposals. Brokernon-votes will not have an effect on the election of any director nomineeProposals 1, 2, 3, 5 or the approval, on an advisory basis, of the compensation of our named executive officers. Brokernon-votes will have the same effect as a vote against the proposal to amend and restate our Certificate of Incorporation.6.
Q: |
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A: | The following table describes the proposals to be considered at the Annual Meeting, the vote required to elect directors and to adopt each of the other proposals, and the manner in which votes will be counted: |
Proposal |
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| Effect of Abstentions | Effect of BrokerNon-Votes | ||||
1. Election of ten directors | Majority of votes cast | No effect | No effect | |||||
2. Approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2022 | Majority of shares present and entitled to vote thereon | Same as vote against | No effect | |||||
3. Approval, on an advisory basis, of the frequency of holding an advisory vote on executive compensation | The option that receives the highest number of votes cast | No effect | No effect | |||||
2023 | Majority of shares present and entitled to vote thereon | Same as vote against | Brokers have discretion to | |||||
5. Shareholder proposal regarding special shareholder meeting | Majority of | Same as vote against | No effect | |||||
6. Shareholder proposal regarding executive compensation program and policy | Majority of shares present and entitled to vote thereon | Same as vote against | No effect |
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | 79 |
Questions and Answers About the Proxy
Statement and Our 2023 Annual Meeting
Q: | Who will count the votes? Where can I find the voting results of the Annual Meeting? |
A: | Votes will be tabulated by an independent inspector of elections appointed for the Annual Meeting. Preliminary voting results will be announced at the Annual Meeting. Final voting results will be reported in a Current Report on Form8-K, which will be filed with the SEC following the Annual Meeting. |
Q: | Who will bear the cost of soliciting votes for the Annual Meeting? |
A: | Applied will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. We have hired Innisfree M&A Incorporated to assist in the distribution and solicitation of proxies. Solicitations may be made personally or by mail, facsimile, telephone, messenger, or via the Internet. In addition to the estimated proxy solicitation cost of $20,000, plus reasonableout-of-pocket expenses for this service, we will reimburse brokerage firms and other custodians for their reasonableout-of-pocket expenses for forwarding the proxy materials to shareholders. |
Q: | Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? |
A: | In accordance with SEC rules, we are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of those materials to each shareholder. On January |
This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting, and help conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials viae-mail unless you elect otherwise.
56 2020 Proxy Statement
QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENT AND OUR 2020 ANNUAL MEETING
Q: | I share an address with another shareholder and we received only one paper copy of the proxy materials. How can I obtain an additional copy of the proxy materials? |
A: | Under a practice approved by the SEC called “householding,” shareholders who have the same address and last name and who do not participate in electronic delivery of proxy materials will receive only one mailed copy of our proxy materials, unless one or more of these shareholders notifies us that |
If you share an address with another shareholder and received only one set of proxy materials and would like to request a separate paper copy of these materials, please: (1) go to www.proxyvote.com and follow the instructions provided; (2) send ane-mail message to investor_relations@amat.com with “Request for Proxy Materials” in the subject line and provide your name, address and the control number indicated on your proxy card or Notice of Internet Availability; or (3) call our Investor Relations department at(408) 748-5227.
Applied Materials, Inc. 57
80 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
Shareholder Proposals or Nominations for 20212024 Annual Meeting
If a shareholder would like us to consider including a proposal in the proxy statement for our 20212024 Annual Meeting pursuant toRule 14a-8 of the Exchange Act, the proposal must be received by our Corporate Secretary at our principal executive offices or by e-mail at corporatesecretary@amat.com on or before October 2, 2020.September 27, 2023.
For a shareholder’s notice of nomination of one or more director candidates to be included in our proxy statement and ballot pursuant to the proxy access right included in Section 2.15 of our Bylaws, it must be received by our Corporate Secretary at our principal executive offices or by e-mail at corporatesecretary@amat.com no earlier than September 2, 2020,August 28, 2023, and no later than the close of business on October 2, 2020.September 27, 2023. The notice must contain the information required by our Bylaws, and the shareholder(s) and nominee(s) must comply with the information and other requirements in our Bylaws relating to the inclusion of shareholder nominees in our proxy materials.
If a shareholder seeks to propose other business or nominate a director, but does not seek to include a proposal or director nominee in our proxy statement for our 20212024 Annual Meeting, pursuant to the advance notice provisions of our Bylaws, notice must be received by our Corporate Secretary at our principal executive offices no earlier than November 27, 2020,25, 2023, and no later than the close of business on December 27, 2020.25, 2023. The notice must contain the information required by our Bylaws, including the information required by Rule 14a-19 of the Exchange Act in the case of a shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees.
Our Bylaws contain specific requirements regarding a shareholder’s ability to nominate a director or to submit a proposal for consideration at an upcoming meeting. If you would like a copy of our Bylaws, please contact our Corporate Secretary by mail addressed to Christina Y. Lai, Corporate Secretary, Applied Materials, Inc., 3225 Oakmead Village Drive, M/S 1268, P.O. Box 58039, Santa Clara, CA 95052, or bye-mail at corporatesecretary@amat.com.
In Applied’s filings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC rules, the “Audit Committee Report” and the “Human Resources and Compensation Committee Report” contained in this Proxy Statement are not incorporated by reference into any of our other filings with the SEC, except to the extent we specifically incorporate either report by reference into a filing. In addition, this Proxy Statement includes several website addresses.addresses, including the website where our Sustainability Report can be accessed. These website addresses are intended to provide inactive, textual references only. The information on these websites and in our Sustainability Report is not part of or incorporated by reference into this Proxy Statement.Statement or any of our other filings with the SEC.
YOU MAY OBTAIN A COPY OF APPLIED’S ANNUAL REPORT ON FORM10-K FOR THE FISCAL YEAR ENDED OCTOBER 27, 201930, 2022 ON OUR WEBSITE ATwww.appliedmaterials.com OR WITHOUT CHARGE BY SENDING A WRITTEN REQUEST TO APPLIED MATERIALS, INC., 3050 BOWERS AVENUE, P.O. BOX 58039, M/S 1261, SANTA CLARA, CALIFORNIA 95052-8039, ATTN: INVESTOR RELATIONS.
By Order of the Board of Directors
Santa Clara, California
January 30, 202025, 2023
58 2020 Proxy Statement
UNAUDITED RECONCILIATION OFNON-GAAP ADJUSTED FINANCIAL MEASURES
Fiscal Year | ||||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
(In millions, except per share amounts) | ||||||||||||||||||||
Non-GAAP Adjusted Earnings Per Diluted Share | ||||||||||||||||||||
Reported earnings per diluted share—GAAP basis1,2 | $ | 2.86 | $ | 2.96 | $ | 3.25 | $ | 1.54 | $ | 1.12 | ||||||||||
Certain items associated with acquisitions3 | 0.05 | 0.18 | 0.16 | 0.16 | 0.14 | |||||||||||||||
Acquisition integration and deal costs | 0.02 | — | — | — | — | |||||||||||||||
Impairment (gain on sale) of strategic investments, net | — | (0.02 | ) | — | — | — | ||||||||||||||
Loss (gain) on strategic investments, net | (0.03 | ) | — | — | — | — | ||||||||||||||
Certain items associated with terminated business combination4 | — | — | — | — | 0.03 | |||||||||||||||
Gain on derivatives associated with terminated business combination, net | — | — | — | — | (0.05 | ) | ||||||||||||||
Inventory charges (reversals) related to restructuring and asset impairments5 | — | — | — | — | 0.03 | |||||||||||||||
Other gains, losses or charges, net | — | — | (0.01 | ) | 0.01 | 0.01 | ||||||||||||||
Income tax effect of changes in applicable U.S. tax laws6 | (0.03 | ) | 1.08 | — | — | — | ||||||||||||||
Income tax effects related to amortization of intra-entity intangible asset transfers | 0.07 | — | — | — | — | |||||||||||||||
Resolution of prior years’ income tax filings, reinstatement of federal R&D tax credit and other tax items2 | 0.10 | (0.02 | ) | (0.07 | ) | 0.04 | (0.09 | ) | ||||||||||||
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Non-GAAP adjusted earnings per diluted share | $ | 3.04 | $ | 4.18 | $ | 3.33 | $ | 1.75 | $ | 1.19 | ||||||||||
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Weighted average number of diluted shares | 945 | 1,026 | 1,084 | 1,116 | 1,226 |
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Non-GAAP Adjusted Gross Profit | ||||
Reported gross profit—GAAP basis | $ | 6,386 | ||
Certain items associated with acquisitions1 | 37 | |||
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Non-GAAP Adjusted Gross Profit | $ | 6,423 | ||
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Non-GAAP Adjusted Gross Margin (% of net sales) | 44.0 | % |
Appendix A: Unaudited Reconciliation of
Non-GAAP Adjusted Financial Measures
Unaudited Reconciliation of Non-GAAP Adjusted Financial Measures
| Fiscal Year | |||||||||||||||||||
2022 | 2021 | 2020 | 2019 | 2018 | ||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||
Non-GAAP Adjusted Earnings Per Diluted Share |
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Reported earnings per diluted share – GAAP basis | $ 7.44 | $ 6.40 | $ 3.92 | $ 2.86 | $ 2.96 | |||||||||||||||
Certain items associated with acquisitions1 | 0.04 | 0.04 | 0.05 | 0.05 | 0.18 | |||||||||||||||
Acquisition integration and deal costs | 0.03 | 0.04 | 0.07 | 0.02 | — | |||||||||||||||
Certain incremental expenses related to COVID-192 | — | 0.02 | 0.03 | — | — | |||||||||||||||
Severance and related charges3 | — | 0.13 | — | — | — | |||||||||||||||
Deal termination fee | — | 0.17 | — | — | — | |||||||||||||||
Realized loss (gain) on strategic investments, net | — | (0.03 | ) | — | — | (0.02 | ) | |||||||||||||
Unrealized loss (gain) on strategic investments, net | (0.01 | ) | (0.05 | ) | (0.01 | ) | (0.03 | ) | — | |||||||||||
Loss on early extinguishment of debt | — | — | 0.03 | — | — | |||||||||||||||
Other charges | — | 0.01 | — | — | — | |||||||||||||||
Income tax effect of changes in applicable U.S. tax laws4 | — | — | — | (0.03 | ) | 1.08 | ||||||||||||||
Income tax effects related to intra-entity intangible asset transfers | 0.29 | 0.07 | 0.12 | 0.07 | — | |||||||||||||||
Resolution of prior years’ income tax filings and other tax items | (0.09 | ) | 0.04 | (0.04 | ) | 0.10 | (0.02 | ) | ||||||||||||
Non-GAAP adjusted earnings per diluted share | $ 7.70 | $ 6.84 | $ 4.17 | $ 3.04 | $ 4.18 | |||||||||||||||
Weighted average number of diluted shares | 877 | 919 | 923 | 945 | 1,026 |
1 | These items are incremental charges attributable to acquisitions, consisting of amortization of purchased intangible assets. |
2 | Temporary incremental employee compensation during the COVID-19 pandemic. |
Applied Materials, Inc. A-1
3 | The severance and related charges primarily related to a one-time voluntary retirement program offered to certain eligible employees. |
4 | Charges to income tax provision related to one-time transition tax as a result of U.S. tax legislation. |
Fiscal Year | ||||
2022 | ||||
(In millions, except percentages) | ||||
Non-GAAP Adjusted Gross Profit | ||||
Reported gross profit – GAAP basis | $11,993 | |||
Certain items associated with acquisitions1 | 26 | |||
Non-GAAP Adjusted Gross Profit | $12,019 | |||
Non-GAAP Adjusted Gross Margin (% of net sales) | 46.6 | % |
1 | These items are incremental charges attributable to acquisitions, consisting of amortization of purchased intangible assets. |
APPLIED MATERIALS, INC. 2023 PROXY STATEMENT | A-1 |
Fiscal Year | ||||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
(In millions, except percentages) | ||||||||||||||||||||
Non-GAAP Adjusted Operating Income |
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Reported operating income—GAAP basis | $ | 3,350 | $ | 4,491 | $ | 3,936 | $ | 2,152 | $ | 1,693 | ||||||||||
Certain items associated with acquisitions1 | 55 | 197 | 191 | 188 | 185 | |||||||||||||||
Acquisition integration and deal costs | 22 | 5 | 3 | 2 | 2 | |||||||||||||||
Certain items associated with terminated business combination2 | — | — | — | — | 50 | |||||||||||||||
Gain on derivatives associated with terminated business combination, net | — | — | — | — | (89 | ) | ||||||||||||||
Inventory charges (reversals) related to restructuring and asset impairments3,4 | — | — | — | (3 | ) | 49 | ||||||||||||||
Other gains, losses or charges, net | — | — | (12 | ) | 8 | 6 | ||||||||||||||
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Non-GAAP adjusted operating income | $ | 3,427 | $ | 4,693 | $ | 4,118 | $ | 2,347 | $ | 1,896 | ||||||||||
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Non-GAAP adjusted operating margin | 23.5 | % | 28.1 | % | 28.0 | % | 21.7 | % | 19.6 | % |
Appendix A: Unaudited Reconciliation of
Non-GAAP Adjusted Financial Measures
| Fiscal Year | |||||||||||||||||||
| 2022 | 2021 | 2020 | 2019 | 2018 | |||||||||||||||
| (In millions, except percentages) | |||||||||||||||||||
Non-GAAP Adjusted Operating Income |
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Reported operating income – GAAP basis | $7,788 | $6,889 | $4,365 | $3,350 | $4,491 | |||||||||||||||
Certain items associated with acquisitions1 | 39 | 47 | 54 | 55 | 197 | |||||||||||||||
Acquisition integration and deal costs | 38 | 45 | 80 | 22 | 5 | |||||||||||||||
Certain incremental expenses related to COVID-192 | — | 24 | 30 | — | — | |||||||||||||||
Severance and related charges3 | (4 | ) | 157 | — | — | — | ||||||||||||||
Deal termination fee | — | 154 | — | — | — | |||||||||||||||
Other charges | — | 6 | — | — | — | |||||||||||||||
Non-GAAP adjusted operating income | $7,861 | $7,322 | $4,529 | $3,427 | $4,693 | |||||||||||||||
Non-GAAP adjusted operating margin | 30.5 | % | 31.7 | % | 26.3 | % | 23.5 | % | 28.1 | % |
1 | These items are incremental charges attributable to completed acquisitions, consisting of amortization of purchased intangible assets. |
2 |
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3 | The severance and related charges primarily related to |
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Use ofNon-GAAP Adjusted Financial Measures
Management usesnon-GAAP adjusted financial measures to evaluate the Company’s operating and financial performance and for planning purposes, and as performance measures in its executive compensation program. Applied believes these measures enhance an overall understanding of its performance and investors’ ability to review the Company’s business from the same perspective as the Company’s management and facilitate comparisons of this period’s results with prior periods on a consistent basis by excluding items that management does not believe are indicative of Applied’s ongoing operating performance.
Thenon-GAAP adjusted financial measures presented above are adjusted to exclude the impact of certain costs, expenses, gains and losses, including certain items related to mergers and acquisitions; restructuring and severance charges and any associated adjustments; certain incremental expenses related to COVID-19; impairments of assets, or investments; gain or loss on salestrategic investments; loss on early extinguishment of strategic investments;debt; certain income tax items and other discrete adjustments. Additionally, fiscal 2019 and 2018non-GAAP results exclude estimated discrete income tax expense items associated with recent U.S. tax legislation. Reconciliations of thesenon-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables presented above. There are limitations in usingnon-GAAP financial measures because thenon-GAAP financial measures are not prepared in accordance with generally accepted accounting principles, may be different fromnon-GAAP financial measures used by other companies, and may exclude certain items that may have a material impact upon our reported financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.
Applied adopted the authoritative guidance related to revenue recognition in the first quarter of fiscal 2019 using the full retrospective method. Applied also adopted authoritative guidance related to retirement benefits in the first quarter of fiscal 2019 using the retrospective method. The adoption of these guidance required restating fiscal years 2018 and 2017 results as presented above.
A-2 | APPLIED MATERIALS, INC. 2023 PROXY STATEMENT |
A-2 2020 Proxy Statement
PROPOSED AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
APPLIED MATERIALS, INC.
(as amended to March 10, 2009)
Applied Materials, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
QUICK · EASY · CONVENIENT AVAILABLE 24 HOURS A DAY · 7 DAYS A WEEK |
APPLIED MATERIALS, INC. encourages you to take advantage of |
VOTE BY INTERNET Go towww.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of |
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by Applied Materials, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically over 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 the future. |
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 on March 8, 2023. 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 APPLIED MATERIALS, INC., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||||
D95574-P84308 | KEEP THIS PORTION FOR YOUR RECORDS |
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
APPLIED MATERIALS, INC. |
The Board of Directors recommends you vote nominees listed below, FOR management proposals 2 and 4, and for 1 YEAR on management proposal 3: | ||||||||||
1. |
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Nominees: | For | Against | Abstain | |||||||||
1a. Rani Borkar | ☐ | ☐ | ☐ | |||||||||
1b. Judy Bruner | ☐ | ☐ | ☐ | |||||||||
1c. Xun (Eric) Chen | ☐ | ☐ | ☐ | |||||||||
1d. Aart J. de Geus | ☐ | ☐ | ☐ | |||||||||
1e. Gary E. Dickerson | ☐ | ☐ | ☐ | |||||||||
1f. Thomas J. Iannotti | ☐ | ☐ | ☐ | |||||||||
1g. Alexander A. Karsner | ☐ | ☐ | ☐ | |||||||||
1h. Kevin P. March | ☐ | ☐ | ☐ | |||||||||
1i. Yvonne McGill | ☐ | ☐ | ☐ | |||||||||
1j. Scott A. McGregor | ☐ | ☐ | ☐ |
For | Against | Abstain | ||||||||||
2. | Approval, on an advisory basis, of the | ☐ | ☐ | ☐ | ||||||||
1 Year | 2 Years | 3 Years | Abstain | |||||||||
3. | Approval, on an advisory basis, of the | ☐ | ☐ | ☐ | ☐ | |||||||
For | Against | Abstain | ||||||||||
4. | Ratification of the appointment of KPMG LLP as Applied | ☐ | ☐ | ☐ | ||||||||
The Board of Directors recommends you vote AGAINST shareholder proposals 5 and | For | Against | Abstain | |||||||||
5. | Shareholder proposal to | ☐ | ☐ | ☐ | ||||||||
6. | Shareholder proposal to improve the executive compensation program and policy to include the CEO pay ratio factor. | ☐ | ☐ | ☐ | ||||||||
NOTE: The proposals to be voted on may also include such other business as |
FIRST: The name of the corporation is Applied Materials, Inc.
SECOND: The address of the corporation’s registered office in the State of Delaware is CorporationTrust Center, 1209 Orange StreetService Company, 251 Little Falls Drive, in the City of Wilmington,Delaware, County of New Castle, 19808-1674. The name of its registered agent at that address isThe CorporationTrustService Company.
THIRD: Reserved
THIRD: The name and mailing address of the incorporator of the corporation is: Donald A.
Slichter
Orrick, Herrington & Sutcliffe 55
Almaden Boulevard
San Jose, California 95113
FOURTH: The nature of the business or purposes to be conducted or promoted by the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FIFTH: 1. The corporation is authorized to issue two classes of shares to be designated, respectively, “Preferred Stock” and “Common Stock.” The number of shares of Preferred Stock authorized to be issued is One Million (1,000,000) and the number of shares of Common Stock authorized to be issued is Two Billion Five Hundred Million (2,500,000,000). The stock, whether Preferred Stock or Common Stock, shall have a par value of $.01 per share.
2. The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized, by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof, including but not limited to the fixing or alteration of the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued series of shares of Preferred Stock; and to increase or decrease the number of shares of any series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend and repeal from time to time any or all of the bylaws of the corporation, including bylaw amendments increasing or reducing the authorized number of directors.
SEVENTH: No action shall be taken by the stockholders except at an annual or special meeting of stockholders. No action shall be taken by stockholders by written consent.
SEVENTH: 1. Action by Written Consent. Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in this Amended and Restated Certificate of Incorporation to elect directors under specificcircumstances, all actions required or permitted to be taken by the stockholders of the corporation entitled to vote at an annual
Please sign exactly as your name appears herein. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. |
Applied Materials, Inc. B-1
or special meeting of stockholders of the corporation may be effected without a meeting by the written consent of suchstockholders pursuant to Section 228 of the General corporation Law of the State of Delaware; provided that no such action maybe effected except in accordance with the provisions of this Article SEVENTH, the bylaws of the corporation and applicable law.
2. Request for Record Date. The record date for determining such stockholders entitled to consent to corporate action in writing without a meeting shall be as fixed by the Board of Directors or as otherwise established under this Article SEVENTH. Any stockholder of the corporation seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall, by written request addressed to the secretary of this corporation and delivered by certified mail to the corporation’s principal executive offices and signed by one or more stockholders of record (“Record Stockholders”) of at least twenty percent (20%) of the outstanding shares of Common Stock of the corporation (the “Requisite Percentage”) (which shares are determined to be “Owned” by such Record Stockholders in accordance with Section 2.3 of the bylaws of the corporation, as may be amended from time to time) at the time such request is delivered that shall not revoke such request and that shall continue to be Record Stockholders of not less than the Requisite Percentage through the date of delivery of consents at the time such request is delivered to request that a record date be fixed for such purpose. The written request must contain the information set forth in paragraph3 of this Article SEVENTH. Following delivery of the request, the Board of Directors shall, by the later of (i) twenty (20) days after delivery of a valid request to set a record date and (ii) five (5) days after delivery of any information required by the corporation to determine the validity of the request for a record date or to determine whether the action to which the request relates may be effected by written consent under paragraph 4 of this Article SEVENTH, determine the validity of the request and whether the request relates to an action that may be taken by written consent and, if appropriate, adopt a resolution fixing the record date for such purpose. The record date for such purpose shall be no more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not precede the date such resolution is adopted. If a request has been determined to be valid, to have been duly delivered to the secretary of the corporation and to relate to an action that may be effected by written consent pursuant to this Article SEVENTH or if no such determination shall have been made by the date required by this Article SEVENTH, and in either event no record date has been fixed by the Board of Directors, the record date shall be the first date on which a signed written consent relating to the action taken or proposed to be taken by written consent is delivered to this corporation in the manner described in paragraph 7 of this Article SEVENTH; provided that, if prior action by the Board of Directors is required under the provisions of Delaware law, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
3. Request Requirements. Any request required by paragraph 2 of this Article SEVENTH (a) must include documentary evidence of Ownership of the Requisite Percentage as of the date of such written request to the secretary of the corporation; provided, however, that if the Record Stockholders making the request are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the request must also include documentary evidence (or, if not simultaneously provided with the request, such documentary evidence must be delivered to the secretary of the corporation within ten (10) days after the date on which the request is delivered to the secretary of the corporation) that the beneficial owners on whose behalf the request is made beneficially Own the Requisite Percentage as of the date on which such request is delivered to the secretary of the corporation, (b) must contain an agreement to solicit consents in accordance with this Article SEVENTH, (c) must provide a statement of the specific purpose or purposes of the proposal to be taken by written consent of stockholders, the matters proposed to be acted on the written consent of the stockholders and the reasons for conducting such business through a written consent of stockholders and any material interest in such business of each proposing Record Stockholder, and (d) must contain (i) such information and representations required by Section 2.5 of this corporation’s bylaws as though such requesting Record Stockholders are intending to nominate a candidate for director or propose other business to be brought before an annual meeting of stockholders, as applicable, and (ii) the text of the proposed action to be taken (including the text of any resolutions proposed to be adopted by written consent of stockholders and the language of any proposed amendment to the bylaws of this corporation). The corporation may require the Record Stockholders submitting such request to furnish such other information as may be requested by the corporation to determine whether the request relates to an action that may be effected by written consent under paragraph 4 of this Article SEVENTH. In connection with an action or actions proposed to be taken by written consent in accordance with this Article SEVENTH, the Record Stockholders seeking such action or actions shall further update andsupplement the information previously provided to the corporation in connection therewith, if necessary, as required by Section 2.5 of the corporation’s bylaws. Any Record Stockholder delivering a request required by paragraph 2 of this Article SEVENTH may revoke his, her or its request at any time by written revocation delivered by certified mail to the secretary of the corporation at the corporation’s principal executive offices. Any disposition by a Record Stockholder delivering a request required by paragraph 2 of this Article SEVENTH of any shares of common stock of the corporation (or of beneficial ownership of such shares by the beneficial owner on whose behalf the request was made) after the date of such request shall be deemed a revocation of the request with respect to such shares, and each such Record Stockholder and the applicable beneficial ownershall certify to the secretary of the corporation on the day prior to the record date set for the action by written consent as to
B-2 2020 Proxy Statement
APPENDIX B
whether any such disposition has occurred. If the unrevoked requests represent in the aggregate less than the Requisite Percentage, the Board of Directors, in its discretion, may cancel the action by written consent.
4. Actions Which May Be Taken by Written Consent. Stockholders are not entitled to act by written consent if in the good faith determination of the Board of Directors (a) the request for a record date for such action does not comply with this Article SEVENTH or the bylaws of the corporation, (b) the action relates to an item of business that is not a proper subject for stockholder action under applicable law, (c) the request for a record date for such action is received by the secretary of corporation during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the final adjournment of the next annual meeting of stockholders, (d) an identical or substantially similar item of business, as determined in good faith by the Board of Directors of the corporation in its sole and absolute discretion, which determination shall be conclusive and binding on the corporation and its stockholders (a “Similar Item”), was presented at a meeting of stockholders held not more than ninety (90) days before the request for a record date for such action is received by the secretary of the corporation, (e) a Similar Item is included in the corporation’s notice of meeting as an item of business to be brought before an annual or special stockholders meeting that has been called but not yet held or that is called to be held within ninety (90) days after the request for a record date for such action is received by the secretary of the corporation, or (f) the request for a record date for such action was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as amended, or other applicable law. For purposes of this paragraph 4 of Article SEVENTH, the nomination, election or removal of directors shall be deemed to be a Similar Item with respect to all actions involving the nomination, election or removal of directors, changing the size of the board of directors and filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors.
5. Manner of Consent Solicitation. Stockholders may take action by written consent only if consents are solicited by the stockholder or group of stockholders seeking to take action by written consent of stockholders from all Record Stockholders of capital stock of this corporation entitled to vote on the matter and in accordance with applicable law.
6. Date of Consent. Every written consent purporting to take or authorize the taking of corporate action (each such written consent is referred to in this paragraph and in paragraph 7as a “Consent”) must bear the date of signature of each Record Stockholder who signs the Consent, and no Consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated Consent delivered in the manner required by paragraph 7 of this Article SEVENTH and not later than 120 days after the record date, consents signed by a sufficient number of Record Stockholders to take such action are so delivered to this corporation.
7. Delivery of Consents. No Consents may be dated or delivered to this corporation or its registered office in the State of Delaware until 60 days after the corporation has received a valid request to set a record date. Consents must be delivered to this corporation by delivery to its registered office in the State of Delaware or its principal executive offices. Delivery must be made by hand or by certified or registered mail, return receipt requested. In the event of the delivery to this corporation of Consents, the secretary of this corporation, or such other officer of this corporation as the Board of Directors may designate, shall provide for the safe-keeping of such Consents and any related revocations and shall promptly conduct such ministerial review of the sufficiency of all Consents and any related revocations and of the validity of the action to be taken by written consent as the secretary of this corporation, or such other officer of this corporation as the Board of Directors may designate, as the case may be, deems necessary or appropriate, including, without limitation, whether the Record Stockholders of a number of shares having the requisite voting power to authorize or take the action specified in Consents have given consent; provided, however, that if the action to which the Consents relate is the election or removal of one or more members of the Board of Directors, the secretary of this corporation, or such other officer of this corporation as the Board of Directors may designate, as the case may be, shall promptly designate two persons, who shall not be members of the Board of Directors, to serve as inspectors (“Inspectors”) with respect to such Consent, and such Inspectors shall discharge the functions of the secretary of this corporation, or such other officer of this corporation as the Board of Directors may designate, as the case may be, under this Article SEVENTH. If after such investigation the secretary of this corporation, such other officer of this corporation as the Board of Directors may designate or the Inspectors, as the case may be, shall determine that the action purported to have been taken is duly authorized by the Consents, that fact shall be certified on the records of this corporation kept for the purpose of recording the proceedings of meetings of stockholders and the Consents shall be filed in such records. In conducting the investigation required by this section, the secretary of this corporation, such other officer of this corporation as the Board of Directors may designate or the Inspectors, as the case may be, may, at the expense of this corporation, retain special legal counsel and any other necessary or appropriate professional advisors as such person or persons may deem necessary or appropriate and, to the fullest extent permitted by law, shall be fully protected in relying in good faith upon the opinion of such counsel or advisors.
8. Effectiveness of Consent. If the Board of Directors shall determine that any request to fix a record date or to take stockholder action by written consent was not properly made in accordance with, or relates to an action that may not be effected by writtenconsent pursuant to, this Article SEVENTH, or the Record Stockholder or Record Stockholders seeking to take such action do
Applied Materials, Inc. B-3
not otherwise comply with this Article SEVENTH, then the Board of Directors shall not be required to fix a record date and any such purported action by written consent shallbe null and void to the fullest extent permitted by applicable law. No action bywritten consent without a meeting shall be effective until such date as the secretary of this corporation, such other officer of this corporation as the Board of Directors may designate, or the Inspectors, as applicable, certify to this corporation that the Consents delivered to this corporation in accordance with paragraph 7 of this Article SEVENTH, represent at least the minimum number of votes that would be necessary to take the corporate action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with Delaware law and this Amended and Restated Certificate of Incorporation.
9. Challenge to Validity of Consent. Nothing contained in this Article SEVENTH shall in any way be construed to suggest or imply that the Board of Directors of this corporation or any stockholder shall not be entitled to contest the validity of any Consent or related revocations, whether before or after such certification by the secretary of this corporation, such other officer of this corporation as the Board of Directors may designate or the Inspectors, as the case may be, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).
10. Board-solicited Stockholder Action by Written Consent. Notwithstanding anything to the contrary set forth above, (x) none of the foregoing provisions of this Article SEVENTH shall apply to any solicitation of stockholder action by written consent by or at the direction of the Board of Directors and (y) the Board of Directors shall be entitled to solicit stockholder action by written consent in accordance with applicable law.
EIGHTH: Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.
NINTH: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.
TENTH: 1. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer, employee or agent, of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Article shall be a contract right.
2. If a claim under paragraph 1 of this Article is not paid in full by the corporation within 30 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed.
3. The right to indemnification conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of theAmended and Restated Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
4. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.
ELEVENTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in thisAmended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on
B-4 2020 Proxy Statement
APPENDIX B
stockholders herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions set forth in thisAmended and Restated Certificate of Incorporation, including this Article ELEVENTH, may not be amended or repealed in any respect unless such amendment or repeal is approved by the affirmative vote of not less than a majority of the total voting power of all outstanding shares of stock in this corporation entitled to vote thereon.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the Delaware Corporation Law, does hereby make and file this Certificate.
/s/ Donald A. Slichter
Donald. A. Slichter
IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation of Applied Materials, Inc. has been executed by its duly authorized officer this [ ] day of [ ], 20[ ].
Signature [PLEASE SIGN WITHIN BOX] | |||||||
Date | |||||||
Signature (Joint Owners) | Date |
Applied Materials, Inc. B-5
DIRECTIONS TO APPLIED MATERIALS BOWERS CAMPUS3050 Bowers Avenue, Building 1, Santa Clara, California 95054 DIRECTIONS FROM HIGHWAY 101 Exit onto Bowers Avenue / Great America Parkway Proceed to Bowers Avenue Cross Scott Boulevard Applied Materials Bowers Campus is on your right Turn RIGHT into the 2nd driveway between Buildings 1 and 2 Proceed between Buildings 1 and 2 to the covered parking lot The entrance to Building 1 is located to the left of the parking lot DIRECTIONS FROM INTERSTATE 280 Exit onto Lawrence Expressway / Stevens Creek BoulevardProceed to Lawrence Expressway North. Continue for approximately 4 milesTurn RIGHT onto Arques Avenue Proceed on Arques Avenue, which becomes Scott Boulevard Turn RIGHT onto Bowers Aveune Applied Materials Bowers Campus is on your right Turn RIGHT into the 2nd driveway between Buildings 1 and 2Proceed between Buildings 1 and 2 to the covered parking lot The entrance to Building 1 is located to the left of the parking lot
3225 OAKMEAD VILLAGE DRIVE P.O. BOX 58039, M/S 1241 SANTA CLARA, CA 95054 YOU CAN VOTE OVER THE INTERNET OR BY TELEPHONE QUICK · EASY · CONVENIENT AVAILABLE 24 HOURS A DAY · 7 DAYS A WEEK APPLIED MATERIALS, INC. encourages you to take advantage of convenient ways to vote. If voting by proxy, you may vote over the Internet, by telephone or by mail. Your Internet or telephone vote authorizes the named proxies to vote in the same manner as if you marked, signed, and returned your proxy card. To vote over the Internet, by telephone or by mail, please read the 2020 Proxy Statement and then follow these easy steps: 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 on March 11, 2020. 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 Applied Materials, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically over 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 the future. 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 on March 11, 2020. 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 APPLIED MATERIALS, INC., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E88857-Z76235 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY APPLIED MATERIALS, INC. The Board of Directors recommends you vote FOR all of the nominees listed below and FOR proposals 2, 3 and 4: 1. Election of Directors For Against Abstain Nominees: 1a. Judy Bruner 1b. Xun (Eric) Chen 1c. Aart J. de Geus 1d. Gary E. Dickerson 1e. Stephen R. Forrest 1f. Thomas J. Iannotti 1g. Alexander A. Karsner 1h. Adrianna C. Ma 1i. Yvonne McGill 1j. Scott A. McGregor Please indicate if you plan to attend this meeting. Yes No For Against Abstain 2. Approval, on an advisory basis, of the compensation of Applied Materials’ named executive officers for fiscal year 2019. 3. Ratification of the appointment of KPMG LLP as Applied Materials’ independent registered public accounting firm for fiscal year 2020. 4. Approval of an amendment and restatement of Applied Materials’ Certificate of Incorporation to allow shareholders to act by written consent. NOTE: The proposals to be voted on may also include such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name appears herein. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on March 12, 2020: 9, 2023: The Proxy Statement and Annual Report to Shareholders are available at www.proxyvote.com. E88858-Z76235 APPLIED MATERIALS, INC. PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON MARCH 12, 2020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Gary E. Dickerson, Daniel J. Durn and Christina Y. Lai, or any of them, each with full power of substitution, as proxies of the undersigned, to attend the Annual Meeting of Shareholders of Applied Materials, Inc. to be held on Thursday, March 12, 2020 at 11:00 a.m. Pacific Time at Applied Materials, Inc.’s corporate offices at 3050 Bowers Avenue, Building 1, Santa Clara, California 95054, and at any adjournment or postponement thereof, and to vote the number of shares the undersigned would be entitled to vote if personally present on the items set forth on the reverse side and, in their discretion, upon such other business that may properly come before such meeting and any adjournment or postponement thereof. THIS PROXY WILL BE VOTED AS SPECIFIED, OR IF NO CHOICE IS SPECIFIED, WILL BE VOTED FOR EACH OF THE TEN NOMINEES FOR ELECTION AS DIRECTORS (PROPOSAL 1), FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2019 (PROPOSAL 2), FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2020 (PROPOSAL 3) AND FOR THE APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR CERTIFICATE OF INCORPORATION TO ALLOW SHAREHOLDERS TO ACT BY WRITTEN CONSENT (PROPOSAL 4). Dear Shareholder: On the reverse side of this card are instructions on how to vote over the Internet or by telephone for the election of directors (Proposal 1), for the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2019 (Proposal 2), for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2020 (Proposal 3) and for the approval of an amendment and restatement of our Certificate of Incorporation to allow shareholders to act by written consent (Proposal 4). Please consider voting over the Internet or by telephone. Your vote is recorded as if you mailed in your proxy card. We believe voting this way is convenient. Thank you for your attention to these matters. Applied Materials, Inc. PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. If you vote over the Internet or by telephone, you do not need to return the proxy card. THANK YOU FOR VOTING! (Continued and to be signed on the reverse side)
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D95575-P84308
APPLIED MATERIALS, INC. PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON MARCH 9, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Gary E. Dickerson, Brice Hill and Teri A. Little, or any of them, each with full power of substitution, as proxies of the undersigned, to attend the Annual Meeting of Shareholders of Applied Materials, Inc. to be held on Thursday, March 9, 2023 at 11:00 a.m. Pacific Time at Applied Materials, Inc.'s corporate offices at 3050 Bowers Avenue, Building 1, Santa Clara, California 95054, and at any adjournment or postponement thereof, and to vote the number of shares the undersigned would be entitled to vote if personally present on the items set forth on the reverse side and, in their discretion, upon such other business that may properly come before such meeting and any adjournment or postponement thereof. THIS PROXY WILL BE VOTED AS SPECIFIED, OR IF NO CHOICE IS SPECIFIED, WILL BE VOTED FOR EACH OF THE TEN NOMINEES FOR ELECTION AS DIRECTORS (PROPOSAL 1), FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2022 (PROPOSAL 2), FOR ONE YEAR ON AN ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 3), FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2023 (PROPOSAL 4), AGAINST THE SHAREHOLDER PROPOSAL TO AMEND THE APPROPRIATE COMPANY GOVERNING DOCUMENTS TO GIVE THE OWNERS OF A COMBINED 10% OF OUR OUTSTANDING COMMON STOCK THE POWER TO CALL A SPECIAL SHAREHOLDER MEETING (PROPOSAL 5), AND AGAINST THE SHAREHOLDER PROPOSAL TO IMPROVE THE EXECUTIVE COMPENSATION PROGRAM AND POLICY TO INCLUDE THE CEO PAY RATIO FACTOR (PROPOSAL 6). Dear Shareholder: On the reverse side of this card are instructions on how to vote over the Internet or by telephone for the election of directors (Proposal 1), for the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2022 (Proposal 2), for one year on an advisory vote on the frequency of an advisory vote on executive compensation (Proposal 3), for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2023 (Proposal 4), against the shareholder proposal to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting (Proposal 5), and against the shareholder proposal to improve the executive compensation program and policy to include the CEO pay ratio factor (Proposal 6). Please consider voting over the Internet or by telephone. Your vote is recorded as if you mailed in your proxy card. We believe voting this way is convenient. Thank you for your attention to these matters. Applied Materials, Inc. PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. If you vote over the Internet or by telephone, you do not need to return the proxy card. THANK YOU FOR VOTING! (Continued and to be signed on the reverse side) |