Table of Contents


UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT


SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the

Securities Exchange Act of 1934


Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12§240.14a-12

LAM RESEARCH CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required
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Check box if any part of the fee is offset as providedFee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a-6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.0-11
(1)

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(2)

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(3)

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Date Filed:

 


LOGO

September 23, 202027, 2023

Dear Lam Research Stockholders,

We cordially invite you to attend the Lam Research Corporation 20202023 Annual Meeting of Stockholders. The annual meeting will be held on Tuesday, November 3, 2020,7, 2023, at 2:00 p.m.9:30 a.m. Pacific Standard Time. This year’s annual meeting will be a virtual meeting. You may attend the annual meeting, vote, and submit your questions during the live webcast of the annual meeting by visiting www.virtualshareholdermeeting.com/LRCX2020 virtualshareholdermeeting.com/LRCX2023and entering the 16-digit control number included in our Notice of Internet Availability or on your proxy card.

At this year’s annual meeting, stockholders will be asked to elect the nineeleven nominees named in the attached proxy statement as directors to serve until the next annual meeting of stockholders, and until their respective successors are elected and qualified; to cast an advisory vote to approve our named executive officer compensation, or “Saycompensation; to cast an advisory vote to approve the frequency of holding future stockholder advisory votes on Pay”;our named executive officer compensation; and to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021.2024. The Board of Directors recommends that you vote in favor of each director nomineenominee; for future stockholder advisory votes on our named executive officer compensation at a frequency of every one year; and for each of these other proposals. Management will not provide a business update during this meeting; please refer to our latest quarterly earnings report for our most recently-provided outlook.

Please refer to the proxy statement for detailed information about the annual meeting, each director nominee, and each of the proposals, as well as voting instructions. Your vote is important, and we strongly urge you to cast your vote as soon as possible by the internet, telephone, or mail, even if you plan to attend the meeting.

Sincerely yours,

    LOGO

Abhijit Y. Talwalkar


Chairman of the Board

Table of Contents


 

Notice of 20202023 Annual Meeting of Stockholders

LOGO

4650 Cushing Parkway


Fremont, California 94538


Telephone: 510-572-0200

Meeting Information

Category
Details

  Category

Details

Date and Time

Tuesday, November 3, 2020

2:00 p.m.7, 2023
9:30 a.m.
Pacific Standard Time

Place

Via the Internet at
www.virtualshareholdermeeting.com/LRCX2020virtualshareholdermeeting.com/
LRCX2023

Record Date

Only stockholders of record at the close of business on September 4, 2020,8, 2023, the “Record Date,” are entitled to notice of, and to vote at, the annual meeting.

Proxy and Annual Report Materials

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20202023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 3, 20207, 2023

Our notice of 20202023 Annual Meeting of Stockholders, proxy statement, and annual report to stockholders are available on the Lam Research website at https://investor.lamresearch.com.

Elect Electronic Delivery -

Save Time, Money & Trees

As part of our efforts to be an environmentally responsible corporate citizen, we encourage Lam stockholders to voluntarily elect to receive future proxy and annual report materials electronically.

If you are a registered stockholder, please visit
https://enroll.icsdelivery.com/lrcx
for simple instructions.

If you are a stockholder who owns stock through a broker or brokerage account, please opt for e-delivery athttps://enroll.icsdelivery.com/lrcx or by contacting your nominee.

Date of Distribution

This notice, proxy statement and proxy card are first being made available and/or mailed to our stockholders on or about September 23, 2020.27, 2023.

Items of Business

#ProposalOur Board’s
Recommendation
1.

  #

Proposal

Our Board’s
Recommendation

1.

Election of nineeleven directors to serve until the next annual meeting of stockholders, and until their respective successors are elected and qualified

þ

FOR each
Director
Nominee

FOR each Director Nominee

2.

2.

Advisory vote to approve our named executive officer (“NEO”) compensation or “Say

þ

FOR

3.Advisory vote to approve the frequency of holding future advisory votes on Pay”NEO compensationþ

ONE YEAR

 

FOR

4.

3.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021

2024
þ

FOR

 

Transaction of such other business as may properly come before the annual meeting (including any adjournment or postponement thereof)

Voting

Voting

Please vote as soon as possible, even if you plan to attend the annual meeting, on all of the voting matters. You have three options for submitting your vote before the annual meeting:

LOGOBy internetBy phoneby the internet,
LOGOby telephone, or
LOGOby mail.By mail

The proxy statement and the accompanying proxy card
provide detailed voting instructions.

IT IS IMPORTANT THAT YOU VOTE to play a part in the future of the Company. Please carefully review the proxy materials for the 20202023 Annual Meeting of Stockholders.

By Order of the Board of Directors,

LOGO

Ava M. Hahn


Secretary

 

Table of Contents

Lam Research Corporation


LAM RESEARCH CORPORATION

Proxy Statement for 20202023 Annual Meeting of Stockholders

TABLE OF CONTENTS

Proxy Statement Summary1
About Lam Research Corporation1Director Nominee Key Qualifications, Skills, and
Experiences
3
Fiscal Year 2023 Financial Highlights2
Proposals and Voting Recommendations2Corporate Governance Highlights5
Summary Information Regarding Director Nominees2Executive Compensation Highlights6
Director Nominee Composition Highlights3ESG Highlights7
Stock Ownership9
Security Ownership of Certain Beneficial Owners and Management9
Governance Matters11
Corporate Governance11Meeting Attendance16
Corporate Governance Policies11Board Committees16
Our Approach to Ensuring Board Effectiveness11Board’s Role and Engagement18
Board Nomination Policies and Procedures14Stockholder Engagement20
Director Independence Policies14Culture and Human Capital Management21
Leadership Structure of the Board15Environmental, Social and Governance Matters22
Other Governance Practices15Director Compensation25
Compensation Matters 28
Executive Compensation and Other Information28CEO Pay Ratio57
Compensation Discussion and Analysis (see Table of Contents on page 28)28Pay Versus Performance58
Securities Authorized for Issuance under Equity Compensation Plans61 
Compensation Committee Report47
Compensation Committee Interlocks and Insider Participation47
Executive Compensation Tables48
Audit Matters62
Audit Committee Report62Fees Billed by Ernst & Young LLP63
Relationship with Independent Registered Public Accounting Firm63Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services64
Annual Evaluation and Selection of Independent Registered Public Accounting Firm63Certain Relationships and Related Party Transactions64
Voting Proposals65
Proposal No. 1: Election of Directors65

Proposal No. 4: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2024

Other Voting Matters

79
2023 Nominees for Director66
Proposal No. 2: Advisory Vote to Approve Our Named Executive Officer Compensation77 
79
Proposal No. 3: Advisory Vote to Approve the Frequency of Holding Future Stockholder Advisory Votes on Named Executive Officer Compensation78
Voting and Meeting Information80
Information Concerning Solicitation and Voting80Other Meeting Information82
Appendices84
Appendix A - Information Regarding Non-GAAP Financial Measures84

 

Proxy Statement Summary  1

About Lam Research Corporation

1

Figure 1. Fiscal Year 2020 Financial Highlights

2

Figure 2. Proposals and Voting Recommendations

2

Figure 3. Summary Information Regarding Director Nominees

2

Figure 4. Director Nominee Key Qualifications and Skills Highlights

3

Figure 5. Director Nominee Composition Highlights

3

Figure 6. Corporate Governance Highlights

4

Figure 7. Executive Compensation Highlights

5
Stock Ownership6

Security Ownership of Certain Beneficial Owners and Management

6

Delinquent Section 16(a) Reports

8
Governance Matters9

Corporate Governance

9

Corporate Governance Policies

9

Our Approach to Ensuring Board Effectiveness

9

Board Nomination Policies and Procedures

11

Director Independence Policies

12

Leadership Structure of the Board

12

Other Governance Practices

12

Meeting Attendance

13

Board Committees

13

Board’s Role and Engagement

14

Stockholder Engagement

15

Culture and Human Capital Management

17

Corporate Social Responsibility

17

Director Compensation

18
Compensation Matters21

Executive Compensation and Other Information

21

Compensation Discussion and Analysis (see Table of Contents on page 21)

21

Compensation Committee Report

40

Compensation Committee Interlocks and Insider Participation

40

Executive Compensation Tables

41

CEO Pay Ratio

50

Securities Authorized for Issuance under Equity Compensation Plans

50
Audit Matters52

Audit Committee Report

52

Relationship with Independent Registered Public Accounting Firm

53

Annual Evaluation and Selection of Independent Registered Public Accounting Firm

53

Fees Billed by Ernst & Young LLP

53

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services

54

Certain Relationships and Related Party Transactions

54
Voting Proposals55

Proposal No. 1: Election of Directors

55

2020 Nominees for Director

56

Proposal No.  2: Advisory Vote to Approve Our Named Executive Officer Compensation, or “Say on Pay”

63

Proposal No. 3: Ratification of the Appointment of Ernst  & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2021

64

Other Voting Matters

64
Voting and Meeting Information65

Information Concerning Solicitation and Voting

65

Other Meeting Information

66


Proxy Statement Summary

To assist you in reviewing the proposals to be acted upon at the annual meeting, we call your attention to the following summarized information about the Company, the proposals and voting recommendations, the Company’s director nominees, highlights of the directors’ key qualifications, skills and experiences, board composition, corporate governance, executive compensation, and executive compensation.environmental, social and governance (“ESG”) matters. For more complete information about these topics, please review the complete proxy statement before voting. We also encourage you to read our latest annual report on Form 10-K, which is also available at:at https://investor.lamresearch.com, and our latest ESG report, which is available at lamresearch.com/company/environmental-social-governance/. The content of any website or report referred to in this proxy statement is not a part of nor incorporated by reference in this proxy statement unless expressly noted.

We use the terms “Lam Research,” “Lam,” the “Company,” “we,” “our,” and “us” in this proxy statement to refer to Lam Research Corporation, a Delaware corporation. We also use the term “Board” to refer to the Company’s Board of Directors.

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statements that are not statements of historical fact, including statements regarding our ESG plans and goals. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the expectations expressed, including the risks and uncertainties described in our filings with the U.S. Securities and Exchange Commission (“SEC”), including specifically the Risk Factors described in our annual report on Form 10-K and our quarterly reports on Form 10-Q. You should not place undue reliance on forward-looking statements. We undertake no obligation to update any forward-looking statements.

ABOUT LAM RESEARCH CORPORATION

About Lam Research Corporation

Lam Research is a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry. We have built a strong global presence with core competencies in areas likesuch as nanoscale applications enablement, chemistry, plasma and fluidics, advanced systems engineering, and a broad range of operational disciplines. Our products and services are designed to help our customers build smaller faster, and better performing devices that are used in a variety of electronic products, including mobile phones, personal computers, servers, wearables, automotive vehicles, and data storage devices. Our vision is to realize full value from the natural technology extensions of our Company.

Our customer base includes leading semiconductor memory, foundry, and integrated device manufacturers that make products such as non-volatile memory, dynamic random-access memory (DRAM), and logic devices. We aimTheir continued success is part of our commitment to increase our strategic relevance with our customers by contributing more to their continued success.driving semiconductor breakthroughs that define the next generation. Our core technical competency is integrating hardware, process, materials, software, and process control enabling results on the wafer.

LOGO

Semiconductor manufacturing, our customers’ business, involves the complete fabrication of multiple dies or integrated circuits on a wafer. This involves the repetition of a set of core processes and can require hundreds of individual steps. Fabricating these devices requires highly sophisticated process technologies to integrate an increasing array of new materials with precise control at the atomic scale. Along with meeting technical requirements, wafer processing equipment must deliver high productivity and be cost-effective.

Demand from cloud computing, the Cloud, Internet of Things, (IoT),or “IoT,” and other markets is driving the need for increasingly powerful and cost-efficient semiconductors. At the same time, there are growing technical challenges with traditional two-dimensional scaling. These trends are driving significant inflections in semiconductor manufacturing, such as the increasing importance of vertical 3D scaling strategies like three-dimensional architectures as well as multiple patterning to enable shrinks.

We believe we are in a strong position with our leadership and competencyexpertise in deposition, etch, and clean to facilitate some of the most significant innovations in semiconductor device manufacturing. Several factors create opportunity for sustainable differentiation for us: (i) our focus on research and development, with several on-going programs relatedrelating to sustaining engineering, product and process development, and concept and feasibility; (ii) our ability to effectively leverage cycles of learning from our broad installed base; (iii) our collaborative focus with ecosystemsemi-ecosystem partners; (iv) our ability to identify and (iv)invest in the breadth of our product portfolio to meet technology inflections; and (v) our focus on delivering our multi-product solutions with a goal to enhance the value of Lam’s solutions to our customers.

Continues on next page  u

Lam Research Corporation 2020 Proxy Statement  1


Lam Research Corporation 2023 Proxy Statement  1

Figure 1. Fiscal Year 20202023 Financial Highlights

LOGO

(1)Figures for capital returned to stockholders and amounts repurchased include brokerage fees and commissions and excise taxes.

Figure 2. Proposals and Voting Recommendations

Voting MattersBoard Vote
Recommendation

  Voting Matters

Board Vote

Recommendation

Proposal No. 1: Election of Directors

FOR each nominee

Proposal No. 2: Advisory Vote to Approve Our Named Executive Officer Compensation or “Say on Pay”

FOR

FOR

Proposal No. 3: Advisory Vote to Approve the Frequency of Holding Future Stockholder Advisory Votes on Our Named Executive Officer Compensation

ONE YEAR
Proposal No. 4: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2021

2024

FOR

FOR

Transaction of such other business as may properly come before the annual meeting (including any adjournment or postponement thereof)

Figure 3. Summary Information Regarding Director Nominees

You are being asked to vote on the election of these nineeleven directors. The following table provides summary information about each director nominee as of September 2020,8, 2023. Information about nominee diversity is shown in Figure 4 on the following page, information about their key qualifications, skills and experiences is shown in Figure 5, and their biographical information is contained in the “Voting Proposals – Proposal No. 1: Election of Directors – 20202023 Nominees for Director” section beginning on page 65 below.

    
 

 

 Director Committee
Membership (2)
 

Other Current Public

Boards

   Name Age   Since        Independent (1)        AC  CC  NGC

Sohail U. Ahmed

 

 

62

 

  

 

2019

 

 

Yes

  

 

   

 

   

 

  

 

Timothy M. Archer

 

 

53

 

  

 

2018

 

 

No

  

 

   

 

   

 

  

 

Eric K. Brandt

 

 

58

 

  

 

2010

 

 

Yes

 

C/FE

   

 

  

M

 

Dentsply Sirona,

Macerich,

NortonLifeLock

Michael R. Cannon

 

 

67

 

  

 

2011

 

 

Yes

 

M/FE

   

 

  

C

 

Dialog Semiconductor,

Seagate Technology

Catherine P. Lego

 

 

63

 

  

 

2006

 

 

Yes

 

*

  

C

  

M

 

Cirrus Logic,

Guidewire Software,

IPG Photonics

Bethany J. Mayer

 

 

58

 

  

 

2019

 

 

Yes

 

M/FE

   

 

   

 

 

Box,

Marvell Technology Group,

Sempra Energy

Abhijit Y. Talwalkar

 

 

56

 

  

 

2011

 

 

Yes

(Chairman)

 

*

  

M

  

M

 

Advanced Micro Devices,

iRhythm Technologies,

TE Connectivity

Lih Shyng (Rick L.) Tsai

 

 

69

 

  

 

2016

 

 

Yes

  

 

  

M

   

 

 

MediaTek

Leslie F. Varon

 

 

63

 

  

 

2019

 

 

Yes

 

M/FE

   

 

   

 

 

Dentsply Sirona,

Hamilton Lane

NameDirectorCommittee
Membership(2)
Other Current Public Boards
AgeSinceIndependent(1)ACCHCNGC
Sohail U. Ahmed652019YesM
Timothy M. Archer562018No*  
Eric K. Brandt612010Yes*CMDentsply Sirona,
Gen Digiital,
Macerich
Michael R. Cannon702011YesM/FECSeagate Technology
John M. Dineen602023YesCognizant Technology Solutions,
Syneos Health
Ho Kyu Kang612023Yes
Bethany J. Mayer612019YesM/FEMBox,
Hewlett Packard Enterprise,
Sempra Energy
Jyoti K. Mehra472021YesM
Abhijit Y. Talwalkar592011Yes
(Chairman)
MMAdvanced Micro Devices,
iRhythm Technologies,
TE Connectivity
Lih Shyng (Rick L.) Tsai722016YesMMediaTek
Leslie F. Varon662019YesC/FEDentsply Sirona,
Hamilton Lane
                  
(1)

Independence determined in accordance with Nasdaq rules.

(2)

Membership and leadershipMemberships shown will continue through November 1, 2020,7, 2023, on which date certain membership and leadership changesMr. Dineen will take effect. See “Governance Matters - Corporate Governance - Board Committees” for details.

join the audit committee.

AC – Audit committeeC – Chair
ACCHC – - Audit committee

C - Chair

CC - Compensation and human resources committee

M - Member

NGC - Nominating and governance committee

FE - Audit committee financial expert (as determined based on SEC rules)


* - Qualifies as an audit committee financial expert (as determined based on SEC rules)

Table of Contents

Figure 4. Director Nominee Composition Highlights

The Board is committed to diversity and the pursuit of board refreshment and balanced tenure. The following charts show the tenure, age, and diversity of the director nominees. For more information about our Board’s approach to refreshment and diversity, including our board diversity matrix, please refer to the section “Governance Matters - Corporate Governance - Our Approach to Ensuring Board Effectiveness” beginning on page 11 below.

Figure 5. Director Nominee Key Qualifications, Skills, and Experiences Highlights

The table below summarizes the key qualifications, skills, and experiences of our nominees. Not having a mark does not mean the director nominee does not possess that qualification, skill, or experience. The director biographies contained in the “Voting ProposalsProposalsProposalProposal No. 1: Election of Directors – 20202023 Nominees for Director” section below describe each director nominee’s background and relevant experience in more detail, and identifiesidentify those qualifications, skills, and experiences considered most relevant to the decision to nominate candidates to serve on our Board.

Key Qualifications, Skills & Experiences of Director Nominees

Sohail U. Ahmed

Timothy M. Archer

LOGO

Eric K. Brandt

Michael R. Cannon

LOGO

John M. Dineen

Ho Kyu Kang

LOGO

Bethany J. Mayer

Jyoti K. Mehra

LOGO

Abhijit Y. Talwalkar

Lih Shyng (Rick L.) Tsai

LOGO

LOGO

LOGO

LOGO

LOGO

Leslie F. Varon

Industry Knowledge - Knowledge of and experience with our semiconductor and broader technology industries and markets

provides our Board members with a deeper understanding of our products and services, the market sectors in which we and our customers compete, and the broader technology end markets that drive demand in our industry.

X

X

X

X

X

X

X

X

X

Customer/Deep Technology Knowledge - Deep– Directors who possess deep knowledge and understanding of semiconductor processing equipment technologies, including anassist our Board in overseeing our business and strategies and enhance the Board’s understanding of our customers’ markets and needs

needs.

X

X

X

X

X

Marketing, Disruptive Technology, and Strategy Experience - Extensive– Directors with extensive knowledge and experience in business-to-business marketing and sales, and services and/or business development, preferablyor experience identifying and developing disruptive technologies and leading corporate strategy, provide value to the Board by offering critical insights and expertise on identifying and understanding new markets, expanding market share, and communicating with customers, particularly where such experience is in a capital equipment industry,

and also provide the Board with critical guidance needed to progress in our innovation goals and drive semiconductor breakthroughs.

X

X

X

X

X

X

Leadership Experience - Experience as a current– Current or former chief executive officer (“CEO”), president, chief operating officer and/or general manager ofexperience in an executive-level leadership position at a significant business allows our directors to provide the Board with important perspectives and knowledge regarding business strategy, operations, corporate culture, succession planning, and management and leadership best practices.

Lam Research Corporation 2023 Proxy Statement  3

Table of Contents

Key Qualifications, Skills & Experiences of Director Nominees

Sohail U. Ahmed

Timothy M. Archer

Eric K. Brandt

Michael R. Cannon

XJohn M. Dineen

Ho Kyu Kang

XBethany J. Mayer

Jyoti K. Mehra

XAbhijit Y. Talwalkar

Lih Shyng (Rick L.) Tsai

X

X

X

Leslie F. Varon

Finance Experience - Profit– Directors with profit and loss (“P&L”) and financing experience as an executive responsible for financial results of a breadth and level of complexity comparable to the Company

help our Board oversee the Company’s financial planning, operations, investment strategies, capital allocation, and financial reporting.

X

X

X

X

X

X

X

X

Global Business Experience - Experience as a current or former business executive of a business with substantial global operations

provides our Board with unique insights on managing an international business, global scale expansion, and understanding cultural norms.

X

X

X

X

X

X

X

X

Mergers and Acquisitions (“M&A”) Experience -– Directors with M&A and integration experience (including buy- and sell-side and hostile M&A experience) as a public company director or officer

provide our Board with key background and insights in assisting management with reviewing strategic alternatives, analyzing potential targets, post-deal integration, and oversight of transactions.

X

X

X

X

X

X

X

X

Comparative Board/Governance ExperienceExperience – Recent or current experience as a director of another public company or significant involvement with the corporate governance requirements and practices

of a public company board while serving in a senior leadership position at another public company, provides our Board with an understanding of the board’s role in essential matters, including oversight of strategy, operations, risk, compliance and succession planning, effective interactions with significant stockholders, and the proper dynamics between the board and senior management.

X

X

X

X

X

X

X

X

X

Cybersecurity ExpertiseExperienceUnderstanding – An understanding of and/or experience overseeing corporate cybersecurity or information security programs and having a history of participation in relevant cyber education,

is an increasingly important background for our directors to possess and provides our Board with valuable knowledge in overseeing and navigating cybersecurity threats.

X

X

X

X

Figure 5. Director Nominee Composition Highlights

The Board is committed to diversity and the pursuit of board refreshment and balanced tenure. The following charts show the tenure, age and diversity of the director nominees. We also separately present the diversity of the director nominees in terms of gender and ethnic/racial diversity.

LOGO

Continues on next page  u

Lam Research Corporation 2020 Proxy Statement  3


Figure 6. Corporate Governance Highlights

Human Capital Management Experience – Experience serving as a member of the compensation committee of a public company, head of human resources, or as direct manager of the head of human resources, or other experience in setting talent management policies in large organizations, aids our Board in overseeing the management of human capital, including culture, engagement, recruiting, retention, compensation, and succession planning.
Risk Management Experience – Directors with experience serving as a member of the audit committee of a public company, or directly overseeing enterprise risk management or business continuity planning in a large organization, or other experience in managing risk at the enterprise level or in a senior compliance or regulatory role assist our Board in understanding how to effectively evaluate and oversee the management and reporting of enterprise risks.
Manufacturing/Operations Experience – Directors with relevant experience in manufacturing and operations processes or management experience in operations at a company comparable to Lam serve as a valuable asset to our Board and have deeper knowledge of our business, products, services, and customers.

Figure 6. Corporate Governance Highlights

Board and Other Governance InformationAs of September 20202023

Size of Board as Nominated

11

9

Number of Independent Nominated Directors

10

8

Number of Nominated Directors Who Attended ³75%≥75% of Meetings

10

(1)

9

Number of Nominated Directors on More Than Four Public Company Boards

0

0

Number of Nominated Non-Employee Executive Officer Directors Who Are on More Than Two Public Company Boards

0

0

Limitations on Director Commitments, Including Other Board and Committee Memberships and Leadership, With Commitments Evaluated Annually (Page 13)

15)
Yes

Yes

Directors Subject to Stock Ownership Guidelines (Page 13)

16)
Yes

Yes

Hedging and Pledging Prohibited (Page 9)

11)
Yes

Yes

Annual Election of Directors (Page 55)

65)
Yes

Yes

Voting Standard (Page 55)

65)
Majority

Majority

Plurality Voting Carveout for Contested Elections

Yes

Yes

Separate Chair and CEO

Yes

Yes

Independent Board Chair (Page 12)

15)
Yes

Yes

Independent Directors Meet Without Management Present (Page 12)

15)
Yes

Yes

Annual Board (Including Individual Director) and Committee Self-Evaluations (Page 10)

12)
Yes

Yes

Annual Independent Director Evaluation of CEO (Pages 14-15)

(Page 18)
Yes

Yes

Risk Oversight by Full Board and Committees (Page 15)

18)
Yes

Yes

Commitment to Board Refreshment and Diversity (Page 10)

12)
Yes

Yes

Robust Director Nomination Process (Pages 11)

(Page 14)
Yes

Yes

Significant Board Engagement (Pages 14-15)

(Page 18)
Yes

Yes

Board Orientation/Education Program (Pages 10-11)

(Page 13)
Yes

Yes

Code of Ethics Applicable to Directors (Page 9)

11)
Yes

Yes

Stockholder Proxy Access (Pages 11, 67-68)

14, 82)
Yes

Yes

Stockholder Ability to Act by Written Consent

Yes

Yes

Stockholder Engagement Program (Pages 15-16)

(Page 20)
Yes

Yes

Poison Pill

No

No

Board Oversight of ESG (including Climate), Human Capital, Information Security & Political Activities (Page 18)Yes
Publication of annual Corporate Social ResponsibilityAnnual ESG Report on Our Websitealigned with SASB and TCFD (Pages 17-18)

7, 22)
Yes

Yes

(1)Mr. Dineen was appointed to the Board effective August 24, 2023 and, therefore, did not attend any meetings during the fiscal year ended June 25, 2023.

Lam Research Corporation 2023 Proxy Statement  5

Table of Contents

Figure 7. Executive Compensation Highlights

What We Do

Pay for Performance (Pages 22-25)29-32, 58) – Our executive compensation program is designed to pay for performance withperformance; 100% of the annual incentive program is tied to company financial, strategic, and operational performance metrics; 50% of the long-term incentive program tied touses a combination of market-based performance restricted stock units ("Market-based PRSUs") with performance based on relative total shareholder return or “TSR,” performance; and 50% of the long-term incentive program awarded in(“TSR”), stock options, and service-based restricted stock units or “RSUs.”

(“RSUs").

Three-Year Performance Period for Our 2020 Long-Term Incentive Program(Pages 35-37) (Page 43) – Our current long-term incentive program is designed to pay for performance over a period of three years.

Absolute and Relative Performance Metrics (Pages 25, 30-37)32, 37, 43) – Our annual and long-term incentive programs for executive officers include the use of absolute and relative performance factors.

Balance of Annual and Long-Term Incentives – Our incentive programs provide a balance of annual and long-term incentives.

Different Performance Metrics for Annual and Long-Term Incentive Programs (Pages 25, 30-37)32, 37, 43) – Our annual and long-term incentive programs use different performance metrics.

Capped Amounts (Pages 31-37)(Pages 37, 43) – Amounts that can be earned under the annual and long-term incentive programs are capped.

Compensation Recovery/Clawback Policy (Page 38)(Page 46) – We have a policy pursuant to which we can recover the excess amount of cash incentive-based compensation granted and paid to our officers who are covered by section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board intends to adopt a new or revised clawback policy that complies with the “Exchange Act.”

new SEC and Nasdaq requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act prior to the December 1, 2023 compliance deadline under Nasdaq's final listing standards.

Prohibit Option Repricing – Our stock incentive plans prohibit option repricing without stockholder approval.

Stock Ownership Guidelines (Page 39)46) – We have stock ownership guidelines for each of our executive officers and certain other senior executives; each of our named executive officers as set forth in Figure 2021 has met his or hertheir individual ownership level under the current program or has a period of time remaining under the guidelines to do so.

Independent Compensation Advisor (Page 28)34) – The compensation and human resources committee benefits from its utilization of an independent compensation advisor retained directly by the committee that provides no other services to the Company.

Stockholder Engagement (Pages 16, 26-27)(Page 33) – We engage with stockholders on an annual basis and stockholder advisory firms on an as needed basis to obtain feedback concerning our executive compensation program.

What We Don’t Do

Tax “Gross-Ups”“Gross-Ups” for Perquisites, for Other Benefits or upon a Change in Control (Pages 39, 41, 45-49)46, 49, 52) – Our executive officers do not receive tax “gross-ups”“gross-ups” for perquisites, for other benefits, or upon a change in control.(1)

Single-Trigger Change in Control Provisions (Pages 39, 45-47)46, 52)None of ourOur executive officers have single-trigger change in control agreements.

policy does not have single-trigger provisions.

(1)

Our executive officers may receive tax gross-ups in connection with relocation benefits thatand anniversary milestone awards, which are widely available to all of our employees.

Table of Contents

Figure 8. ESG Highlights

ContinuesOur ESG strategy supports the success of our business. It provides a framework for meaningful investments, proactive risk management, and globally focused action. Our approach emphasizes engagement, goal setting, and accountability. Our ESG strategy is composed of six key pillars, which are described in greater detail beginning on next page 22 and in our annual ESG report, available at lamresearch.com/company/environmental-social-governance/. We have set goals aligned with our strategy; these goals are highlighted below, together with some of our recent progress. In 2022, we made important strides forward, including surpassing our 2025 water and volunteer hour goals years ahead of schedule. We also received approval from the Science Based Targets initiative (“SBTi”) for our near-term emissions reduction goals.u1

We aim to achieve each of the following goals by calendar year 2025, unless otherwise stated. In the table below, references to specific years are to calendar, not fiscal, years.

Goals2022 Progress
Lam Research Corporation 2020 Proxy StatementGovernance  5


•  Continue to expand our disclosure and alignment with industry-recognized frameworks and standards•  Our efforts to increase disclosure raised our ratings and rankings with third parties
Product Innovation
•  83% of customers measured by emissions set science-based targets (“SBTs”)•  16.9% of customers measured by emissions have set SBTs
Sustainable Operations(1)

•  Achieve net zero greenhouse gas (GHG) emissions by 2050 by meeting the following targets:

Stock Ownership– Achieve 100% renewable electricity(2) by 2030

– Reduce absolute Scope 1 and 2 (market-based) GHG emissions 25% by 2025 and 60.6% by 2030 from a 2019 baseline; by 2040, achieve net zero operations(3)

– Achieve 12 million kilowatt-hours (kWh) in total energy savings from a 2019 baseline

•  Achieve zero waste to landfill for hazardous waste

•  Achieve 17 million gallons of water savings (15%) in water-stressed regions from a 2019 baseline

•  Sourced 44% renewable electricity globally in 2022

•  207% increase in Scope 1 and 2 (market-based) GHG emissions

•  Achieved 6.9 million kWh in energy savings

•  Diverted 99.99% of hazardous waste from landfills in 2022

•  Achieved 46.9 million gallons of water savings in water-stressed regions, surpassing our 2025 goal by more than 175%; our updated goal will be to achieve 80 million gallons of water savings from a 2019 baseline

Our Workplace

Build on our high-performance culture with global employee engagement at the global benchmark, as measured by our annual employee surveys

Maintain an Occupational Safety and Health Administration recordable injury rate at or below 0.4 annually

Increase the proportion of women (globally) and underrepresented employees (U.S.) across the Company

Ended the year with an engagement score of 78, one point below the global top tier benchmark of 79

Realized recordable injury rate of 0.35 in 2022

Increased the proportion of women in our global workforce by 3.0% and underrepresented employees in the U.S. by 5.0% over 2021

(table continues on next page)

(1)Renewable electricity, energy savings, waste and water savings data exclude Lam’s subsidiaries Avonisys, Coventor, Metryx, SemSysco, Solmates, and Talus. Scope 1 and 2 (market-based) GHG emissions data exclude Lam’s subsidiaries Avonisys, Solmates and SemSysco.
(2)Previously, this goal targeted 100% renewable energy by 2030. Lam updated this goal in 2022 per the SBTi verification and approval process.
(3)Previously, the 2030 goal targeted a 46% reduction in Scope 1 and 2 (market-based) GHG emissions. Due to a previously unidentified source of Scope 1 emissions, Lam worked with SBTi to update our 2019 emissions inventory and restate our 2030 goal.
1The 2030 GHG emissions goal was validated in 2022 and was subsequently restated in 2023 in alignment with SBTi.

Lam Research Corporation 2023 Proxy Statement  7

Goals2022 Progress
Responsible Supply Chain

Achieve more than 90% compliance rate with our social and environmental expectations across our top-tier suppliers

Engage with at least 50% of our top-tier suppliers on environmental sustainability opportunities

Increase engagement with all suppliers on social and environmental topics through assessment, training, and capacity building

46.5% of suppliers measured by emissions will set SBTs

Exceeded our goal with 94% of suppliers responding to our conflict minerals survey in 2022

Exceeded our goal by engaging with 100% of top-tier suppliers in 2022

Deepened supplier engagement through our inaugural ESG Supplier Forum, new supplier engagement platform, new monthly webinar series and newsletter, and additional trainings via the Responsible Business Alliance (RBA)

14.5% of suppliers as measured by emissions have set SBTs

Our Communities

Determine key targets for larger-scale impact aligned to a new strategic focus

Implement measurement of outcomes for key program and large-scale grants

Increase annual unique participation rate in all employee giving programs from 10% to 30%

Increase employee volunteer hours by 33% from a 2019 baseline

Achieved goal by launching new social impact framework with three strategic focus areas to guide our giving and signature program initiatives

Began developing a reporting process and measurement outcomes

Increased annual unique employee participation rate from 10% in 2021 to 18% in 2022

Achieved and surpassed our goal with employees completing 21,133 volunteer hours in 2022 for a total increase of 58% from a 2019 baseline and set a new goal to achieve 40,000 by end of 2025

Stock Ownership

Security Ownership of Certain Beneficial Owners and Management

The table below sets forth the beneficial ownership of shares of Lam common stock by: (1) each person or entity who we believe, based on our review of filings made with the United States Securities and Exchange Commission, or the “SEC,”SEC, beneficially owned more than 5% of Lam’s common stock on the date set forth below; (2) each current director of the Company; (3) each NEO identified below in the “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis” section; and (4) all current directors and current executive officers as a group. With the exception of 5% owners, and unless otherwise noted, the information below reflects holdings as of September 4, 2020,8, 2023, which is the Record Date for the 20202023 Annual Meeting of Stockholders and the most recent practicable date for determining ownership. For 5% owners, holdings are as of the dates of their most recent ownership reports filed with the SEC, which are the most practicable dates for determining their holdings. The percentage of the class owned is calculated using 145,087,944132,222,362 as the number of shares of Lam common stock outstanding on September 4, 2020.8, 2023.

Figure 8.9. Beneficial Ownership Table

   
  Name of Person or Identity of Group

 

 

Shares Beneficially
Owned

(#) (1)

 

  

                     Percentage
of Class

 

 

5% Stockholders

  

 

 

 

 

 

  

 

 

 

 

 

BlackRock, Inc.
55 East 52nd Street
New York, NY 10055

 

 

12,507,354

    (2) 

 

 

8.62

The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, PA 19355

 

 

11,789,265

    (3) 

 

 

8.13

FMR LLC
245 Summer Street
Boston, MA 02210

 

 

8,975,609

    (4) 

 

 

6.19

Ameriprise Financial, Inc.
145 Ameriprise Financial Center
Minneapolis, MN 02100

 

 

7,927,471

    (5) 

 

 

5.46

Directors

  

 

 

 

 

 

  

 

 

 

 

 

Sohail U. Ahmed

 

 

1,244

 

 

 

Timothy M. Archer (also a Named Executive Officer)

 

 

134,752

 

 

 

Eric K. Brandt

 

 

26,965

 

 

 

Michael R. Cannon

 

 

16,860

 

 

 

Youssef A. El-Mansy

 

 

19,286

 

 

 

Catherine P. Lego

 

 

51,368

 

 

 

Bethany J. Mayer

 

 

1,240

 

 

 

Abhijit Y. Talwalkar

 

 

14,497

 

 

 

Lih Shyng (Rick L.) Tsai

 

 

5,640

 

 

 

Leslie F. Varon

 

 

1,240

 

 

 

Named Executive Officers (“NEOs”)

  

 

 

 

 

 

  

 

 

 

 

 

Douglas R. Bettinger

 

 

122,328

 

 

 

Richard A. Gottscho

 

 

21,376

 

 

 

Patrick J. Lord

 

 

1,807

 

 

 

Seshasayee (Sesha) Varadarajan

 

 

33,614

 

 

 

All current directors and executive officers as a group (17 people)

 

 

498,536

 

 

 

Name of Person or Identity of GroupShares
Beneficially
Owned (#)(1)
Percentage
of Class
5% Stockholders
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
11,788,267(2) 8.92%
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
11,026,970(3) 8.34%
Directors
Sohail U. Ahmed2,694*
Timothy M. Archer (also a Named Executive Officer)150,646*
Eric K. Brandt28,115*
Michael R. Cannon18,310*
John M. Dineen
Ho Kyu Kang452*
Bethany J. Mayer2,690*
Jyoti K. Mehra1,020*
Abhijit Y. Talwalkar12,999*
Lih Shyng (Rick L.) Tsai7,090*
Leslie F. Varon2,465*
Named Executive Officers (“NEOs”)
Douglas R. Bettinger96,966*
Patrick J. Lord17,774*
Vahid Vahedi24,712*
Seshasayee (Sesha) Varadarajan37,560*
All current directors and executive officers as a group (17 people)418,330*
*

Less than 1%

Lam Research Corporation 2023 Proxy Statement  9

Table of Contents

(1)

Includes shares subject to outstanding stock options that are now exercisable or will become exercisable within 60 days after September 4, 2020,8, 2023, as well as RSUs, that will vest within that time period, as follows:

Shares

Sohail U. Ahmed
563Shares

Sohail U. Ahmed

Timothy M. Archer
62,405

770

Timothy M. Archer

Eric K. Brandt
563

66,978

Eric K. Brandt

Michael R. Cannon
563

770

Michael R. Cannon

John M. Dineen

770

Youssef A. El-Mansy

Ho Kyu Kang
452

770

Catherine P. Lego

Bethany J. Mayer
563

770

Bethany J. Mayer

Jyoti K. Mehra
563

770

Abhijit Y. Talwalkar

563

770

Lih Shyng (Rick L.) Tsai

563

770

Leslie F. Varon

563

770

Douglas R. Bettinger

3,545

52,361

Richard A. Gottscho

Patrick J. Lord
6,881

Patrick J. Lord

Vahid Vahedi
1,514

Seshasayee (Sesha) Varadarajan

15,270

4,861

All current directors and executive officers as a group (17 people)

98,027

139,867

The terms of any outstanding stock options that are now exercisable or will become exercisable within 60 days after September 4, 2020,8, 2023, and RSUs that will vest within that time period, are reflected in “Figure 50. FYE202055. Outstanding Equity Awards at Fiscal Year 2023 Year-End,” except as described in the following sentences. Scott G. Meikle, Ph.D. and Vahid Vahedi, Ph.D. haveAva M. Hahn has options covering 3,876 and 4,8613,456 shares, respectively, which are unexercised and exercisable within 60 days of September 4, 2020.8, 2023. The grants for Drs. Meikle and VahediMs. Hahn have terms consistent with the terms reflected in “Figure 50. FYE202055. Outstanding Equity Awards.Awards at Fiscal Year 2023 Year-End.

As discussed in “Governance Matters – Director Compensation” below, the non-employee directors receive an annual equity grantaward as part of their compensation. These grantsawards generally vest on October 31, 2020,2023, subject to continued service on the board as of that date, with immediate delivery of the shares upon vesting. For 2020,2023, Messrs. Ahmed, Brandt, Cannon, and Talwalkar; Drs. El-MansyMses. Mayer, Mehra and Tsai;Varon; and Mses. Lego, Mayer and VaronDr. Tsai each received grantsawards of 770563 RSUs.

Dr. Kang, who was appointed as a director following the annual equity grant, received a pro-rated grant for 2023 of 452 RSUs, which is included in the tables above.

(2)

All information regarding BlackRock Inc., or “BlackRock,”The Vanguard Group (“Vanguard”) is based solely on information disclosed in amendment number 1211 to Schedule 13G filed by Vanguard with the SEC on February 9, 2023. According to the Schedule 13G filing, of the 11,788,267 shares of Lam common stock reported as beneficially owned by Vanguard as of December 30, 2022, Vanguard did not have sole voting power with respect to any shares, had shared voting power with respect to 203,167 shares, had sole dispositive power with respect to 11,215,795 shares, and had shared dispositive power with respect to 572,472 shares of Lam common stock.

(3)All information regarding BlackRock Inc. (“BlackRock”) is based solely on information disclosed in amendment number 15 to Schedule 13G filed by BlackRock with the SEC on February 5, 20203, 2023 on behalf of BlackRock and certain subsidiaries. According to the Schedule 13G filing, of the 12,507,35411,026,970 shares of Lam common stock reported as beneficially owned by BlackRock as of December 31, 2019,2022, BlackRock had sole voting power with respect to 10,810,3149,922,105 shares, did not have shared voting power with respect to any shares, had sole dispositive power with respect to 12,507,35411,026,970 shares, and did not have shared dispositive power with respect to any shares of Lam common stock.

10 

(3)

All information regarding The Vanguard Group, Inc., or “Vanguard,” is based solely on information disclosed in amendment number eight to Schedule 13G filed by Vanguard with the SEC on February 12, 2020. According to the Schedule 13G filing, of the 11,789,265 shares of Lam common stock reported as beneficially owned by Vanguard as of December 31, 2019, Vanguard had sole voting power with respect to 223,325 shares, had shared voting power with respect to 40,960 shares, had sole dispositive power with respect to 11,537,870 shares, and had shared dispositive power with respect to 251,395 shares of Lam common stock. The 11,789,265 shares of Lam common stock reported as beneficially owned by Vanguard include 171,910 shares beneficially owned by Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, as a result of it serving as investment manager of collective trust accounts, and 128,396 shares beneficially owned by Vanguard Investments Australia, Ltd., a wholly–owned subsidiary of Vanguard, as a result of it serving as investment manager of Australian investment offerings.

(4)

All information regarding FMR LLC, or “FMR,” is based solely on information disclosed in the Schedule 13G filed by FMR with the SEC on February 7, 2020 on behalf of FMR, Abigail P. Johnson, certain of FMR’s subsidiaries and affiliates, and other companies. According to the Schedule 13G filing, of the 8,975,609 shares of Lam common stock reported as beneficially owned by FMR as of December 31, 2019, FMR had sole voting power with respect to 1,174,896 shares, did not have shared voting power with respect to any shares, had sole dispositive power with respect to 8,975,609 shares, and did not have shared dispositive power with respect to any shares of Lam common stock.

(5)

All information regarding Ameriprise Financial, Inc., or “Ameriprise,” is based solely on information disclosed in amendment number seven to Schedule 13G filed by Ameriprise with the SEC on February 14, 2020. According to the Schedule 13G filing, of the 7,927,471 shares of Lam common stock reported as beneficially owned by Ameriprise as of December 31, 2019, Ameriprise did not have sole voting power with respect to any shares, had shared voting power with respect to 7,276,439 shares, did not have sole dispositive power with respect to any shares, and had shared dispositive power with respect to 7,927,471 shares of Lam common stock. According to the Schedule 13G filing, Ameriprise, as the parent company of Columbia Management Investment Advisers, LLC, or “Columbia,” may be deemed to have, but disclaims, beneficial ownership of the shares reported by Columbia in the Schedule 13G filing. Accordingly, the shares reported as beneficially owned by Ameriprise include those shares separately reported as beneficially owned by Columbia.

Continues on next page  u

Lam Research Corporation 2020 Proxy Statement   7Governance Matters


Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers, directors, and people who own more than 10% of a registered class of our equity securities to file an initial report of ownership (on a Form 3) and reports on subsequent changes in ownership (on Forms 4 or 5) with the SEC by specified due dates. Our executive officers, directors, and greater-than-10% stockholders are also required by SEC rules to furnish us with copies of all section 16(a) forms they file. We are required to disclose in this proxy statement any failure to file any of these reports on a timely basis. Based solely on our review of the copies of the forms filed electronically with the SEC, and on written representations from certain reporting persons, we believe that all of these requirements were satisfied during fiscal year 2020, with the exception of one late Form 4 for Scott Meikle, Ph.D., filed on November 21, 2019 to report the sale of 2,000 shares of Lam Research common stock on November 1, 2019. In addition, on August 12, 2020, Dr. El-Mansy filed a Form 5 reporting transfers of shares of Lam Research common stock held by Dr. El-Mansy to a family trust on nine occasions during fiscal years 2014, 2015, 2016, 2017 and 2018. Following the transfers, the transferred shares held by the trust continued to be reported as directly held and beneficially owned by Dr. El-Mansy. The transfers should have been reported on Form 5s filed within 45 days following the end of each of those fiscal years, and the shares held by the trust thereafter reported as indirectly held and beneficially owned by Dr. El-Mansy.

Governance Matters

Corporate Governance

Our Board and members of management are committed to responsible corporate governance to manage the Company for the long-term benefit of its stockholders. To that end, the Board and management periodically review and update, as appropriate, the Company’s corporate governance policies and practices. As part of that process, the Board and management consider the requirements of federal and state law, including rules and regulations of the SEC; the listing standards for the Nasdaq Global Select Market or “Nasdaq”(“Nasdaq”); published guidelines and recommendations of proxy advisory firms; published guidelines of some of our top stockholders; published guidelines of other selected public companies; and any feedback we receive from our stockholders. A list of key corporate governance practices is provided in the “Proxy Statement Summary” above.

Corporate Governance Policies

We have instituted a variety of policies and procedures to foster and maintain responsible corporate governance, including the following:

Figure 9.10. Policies and Procedures Summary

Policy or
Procedure
Summary
  Policy or
  Procedure
Summary

Board committee charters*

Each of the Board’s audit, compensation and human resources, and nominating and governance committees has a written charter adopted by the Board that delegates authority and responsibilities to the committee.

Each committee reviews its charter, and the nominating and governance committee reviews the charters of all of the committees, annually and recommends changes to the Board, as appropriate. See “Board Committees” below for additional information regarding these committees.

Corporate governance guidelines*

We adhere to written corporate governance guidelines, adopted by the Board and reviewed annually by the nominating and governance committee and the Board.

Selected provisions of the guidelines are discussed below, including in the “Board Nomination Policies and Procedures,” “Director Independence Policies,” and Other Governance Practices” sections below.

Corporate Code of
Ethics*

We maintain a code of ethics that applies to all employees, officers, and members of the Board.

The code of ethics establishes standards reasonably necessary to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and full, fair, accurate, timely, and understandable disclosure in the periodic reports we file with the SEC and in other public communications. We will promptly disclose to the public any amendments to, or waivers from, any provision of the code of ethics to the extent required by applicable laws. We intend to make this public disclosure by posting the relevant material on our website, to the extent permitted by applicable laws.

Global Standards of Business Conduct*

We maintain written standards of business conduct to address a variety of situations that apply to our worldwide workforce. Among other things, these global standards of business conduct address relationships and/or conduct with one another, with Lam (including conflicts of interest, safeguarding of Company assets, and protection of confidential information), and with other companies and stakeholders (including anti-corruption).

Insider
Trading
Policy

Our insider trading policy restricts the trading of Company stock by our directors, officers, and employees, and includes provisions addressing insider blackout periods and prohibiting pledges of Company stock, and prohibiting such persons from engaging in hedging transactions, such as “cashless” collars, forward sales, equity swaps and other similar arrangements. Investments in exchange funds are permitted if the fund is broadly diversified and comprises less than 2% of Company stock; exceptions to the 2% threshold may be permitted on a case-by-case basis if the fund is broadly diversified. basis.

*

A copy is available on the Investors section of our website at https://investor.lamresearch.com/corporate-governancecorporate-governance..

Our Approach To Ensuring Board Effectiveness

As part of the Board’s commitment to responsible corporate governance, we have developed a number of practices that together serve to ensure that, over time, the Board continues to function in an effective manner that serves the long-term interests of the Company and its stockholders. Several of the practices that we consider to be most important andare summarized in Figure 1011 below, and the practices themselves are described in greater detail below.

Continues on next page  u

Lam Research Corporation 2020 Proxy Statement  9


Lam Research Corporation 2023 Proxy Statement  11

Table of Contents

Figure 10.11. Board Effectiveness Practices

LOGO

Board and committee evaluations. Every year, the Board conducts a self-evaluation of the Board, its committees, and the individual directors, overseen by the nominating and governance committee. From time to time, the evaluation is facilitated by an independent third-party consultant. The evaluation solicits the opinions of the directors regarding the effectiveness of the Board, Board committees, and individual directors in fulfilling its/their obligations. Feedback on Board and committee effectiveness is provided to the full Board for discussion, feedback on each committee’s effectiveness is provided to the committee for discussion, and feedback regarding individual director performance is provided to each individual director. The Board and committees identify and hold themselves accountable for action items stemming from the evaluation. The results of the evaluations are also considered by the nominating and governance committee and the Board as part of the director nomination process.

Board composition, diversity and refreshment.The Board and the nominating and governance committee regard board refreshment as important, and strive to maintain an appropriate balance of tenure, turnover, diversity, and skills to meet the needs of the Company and the Board. In consideration of the Company’s evolving strategic priorities and as part of its refreshment planning, the nominating and governance committee regularly evaluates the Board’s composition, skills and experiences and diversity, and directors’ time commitments and committee assignments, to ensure that the Board functions effectively. See “Proxy Statement Summary - Figure 4.5. Director Nominee Key Qualifications, Skills, and Experiences Highlights” Experiences” and Proxy“Proxy Statement Summary - Figure 5.4. Director Nominee Composition Highlights” Highlightsfor additional information. In line withinformation regarding the Board’s pursuit of board refreshmentkey qualifications, skills and balanced tenure,experiences considered by the Board and the nominating and governance committee in 2019 appointednominating our nominees. Since 2020, the Board has gained three new directors.independent directors, two of whom are diverse in terms of gender identity, ethnicity or race, as shown in Figure 12.

Figure 12. Refreshment of Independent Directors Since 2020

The Board is committed to diversity, and for many years, the composition of the Board has reflected that commitment. As illustratedThe Board believes that board diversity is important to serving the long-term interests of the Company’s stockholders. In identifying potential director candidates outside the Company, the nominating and governance committee is committed to actively seeking out qualified candidates who reflect diverse backgrounds, skills and experiences, including diversity of geography, gender identity, LGBTQ+

12 

Table of Contents

identity, age, race and ethnicity, and classification as a member of an underrepresented minority, to include in Proxy Statement Summary - Figure 5. Director Nominee Composition Highlights”, 67% of ourthe pool from which Board nominees are diverse either aschosen, and any third-party search firms retained for a related search will be instructed to gender or as to ethnicity/race.include such candidates in initial lists of candidates they prepare. Every year since 2006, the Board has had at least two female directors, and startingsince 2019 we have had either three or four female directors. We began asking directors to self-identify their ethnicity/race beginning in 2019,2020 and their gender identity and LGBTQ+ identity beginning in 2022, and have reported those metrics for the total number of female directors increased to three. This year, 33%current and prior years in Figure 13 below. As illustrated in “Proxy Statement Summary - Figure 4. Director Nominee Composition Highlights”, 64% of our nominees are diverse overall, with respect to27% of our nominees being diverse on the basis of gender identity and 45% on the basis of ethnicity/race. In addition, over the last 10a number of years, the Board has appointed directors who have expanded the experiences, areas of substantive expertise, and geographic and industry diversity of the Board, as illustrated by the information provided in their biographies under “Voting Proposals - Proposal No. 1: Election of Directors��Directors - 20202023 Nominees for Director” below.

Figure 13. Board Diversity Matrix(1)

As of September 8, 2023As of September 9, 2022
Total number of directors1110
Part I: Gender IdentityFemaleMaleNon-BinaryDid Not
Disclose
Gender
FemaleMaleNon-BinaryDid Not
Disclose
Gender
Directors3846
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian1413
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White (not of Hispanic or Latinx origin)2433
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background
(1)Diversity is presented according to the categories and definitions specified in Nasdaq Rule 5605(f).

The Board is also committed to the pursuit of Board refreshment and balanced tenure. The Board believes that new perspectives and ideas are important to a forward-looking and strategic board, as is the ability to benefit from the valuable experience and familiarity of longer-serving directors who can bring to bear their learnings fromleverage their experience with the Company and with the industry and business environment in which the Company operates. Our corporate governance guidelines do not impose a term limit on Board service; however, the Board regularly assesses the directors’ tenure mix and strives to maintain a balance that will ensure both fresh perspectives and experience on the Board. In addition, our corporate governance guidelines impose an age limitation for directors to be nominated to the Board, as described under “Board Nomination Policies and Procedures - Board Membership Criteria” below.

The Board also considers refreshment and tenure with respect to the leadership and membership of its standing committees, and the nominating and governance committee evaluates short-term and long-term roadmaps for committee membership and leadership on a regular basis. When reviewing committee assignments, the nominating and governance committee considers the rotation of chairs and members with a view toward balancing the benefits derived from the diversity of experience and viewpoints of the various directors. The nominating and governance committee also considers individual directors’ skills, experiences and qualifications, prior committee experience, and other positions and commitments.

Director onboarding and education. To ensure that new directors are able to effectively participate in and contribute to the Board as quickly as possible, we provide a comprehensive orientation and onboarding program for our new directors. Upon joining the Board, new directors participate in an orientation program which includes introductions to other Board members and our senior management team, and in depth learning about our industry, business, technology, operations, culture, people, performance, strategic plans, risk management and corporate governance practices, among other topics. The onboarding process also includes tours of one or more of our manufacturing or lab facilities. In addition, each new director is partnered with a longer-tenured director to facilitate his or her integration intoThese in-person tours were paused during the Board.COVID-19 pandemic but have recently resumed. First time directors (i.e. those without prior public company board experience) are encouraged to attend an outside course shortly after joining the Board.

Our Board is also committed to ongoing education. Our corporate governance guidelines provide that directors are expected to participate in educational events sufficient to maintain their understanding of their duties as directors and to enhance their ability to fulfill their responsibilities. In addition to any external educational opportunities that the directors find useful, the Company and the board leadership are expected to facilitate such participation by arranging for appropriate educational presentations from time to time. In 2022, our Board heard from external advisors on multiple subjects, including cybersecurity, employee engagement and retention, and the economic and political climate in China.

Lam Research Corporation 2023 Proxy Statement  13

Board Nomination Policies and Procedures

Board membership criteria. Under our corporate governance guidelines, the nominating and governance committee is responsible for recommending nominees to the independent directors, and the independent directors nominate the slate of directors for approval by our stockholders. In making its recommendations, whether for new or incumbent directors, the nominating and governance committee assesses the appropriate balance of experience, skills, and characteristics required for the Board at the time.

FactorsOur corporate governance guidelines set out a non-exclusive list of factors to be considered by the nominating and governance committee mayin recommending nominees, which were selected by the Board to ensure proper board composition and effectiveness. These factors are reviewed and updated by the Board on a regular basis. In May 2023, the factors were updated to include additional diversity attributes. The factors include, but are not limited to:

experience;

business acumen;

wisdom;

integrity;

judgment;

the ability to make independent analytical inquiries;

the ability to understand the Company’s business environment;

the candidate’s willingness and ability to devote adequate time to board duties;

diversity with respect to any attribute(s) the Board considers appropriate, including geographic,geography, gender identity, LGBTQ+ identity, age, ethnicity or race, and ethnic diversity;

classification as a member of an underrepresented minority;

specific skills, background, or experience considered necessary or desirable for board or committee service;

specific experiences with other businesses or organizations that may be relevant to the Company or its industry; and

the interplay of a candidate’s experiences and skills with those of other Board members.

In addition, our corporate governance guidelines provide that a director may not be nominated for re-election or reappointment to the Board after having attained the age of 75 years. To be nominated, a new or incumbent candidate must provide an irrevocable conditional resignation that will be effective upon (1) the director’s failure to receive the required majority vote at an annual meeting at which the nominee faces re-election and (2) the Board’s acceptance of such resignation.

Upon the recommendations of the nominating and governance committee, the independent members of the Board have nominated nineall of our current directors for re-election to serve on the Board. One current director, Dr. El-Mansy, was ineligible to be nominated under the age requirement described above, and as previously disclosed in a current report on Form 8-K, is retiring from the Board effective as of November 1, 2020. The size of the Board will be reduced to nine prior to the annual meeting. Each nominee’s key qualifications, skills, and attributes considered most relevant to the nomination of the candidate to serve on the Board are reflected in his or hertheir biography under “Voting Proposals - ProposalProposals-Proposal No. 1: Election of Directors - 20202023 Nominees for Director” below. For a summary of the key qualifications, skills, and attributes of the nominees to the Board, see “Proxy Statement Summary - Figure 4.5. Director Nominee Key Qualifications, Skills, and Experiences Highlights..

Nomination procedure. The nominating and governance committee sets specific qualifications for new directors, and identifies, screens, evaluates, and recommends qualified candidates for appointment or election to the Board. The committee considers recommendations from a variety of sources, including search firms, Board members, executive officers, and stockholders. Nominations for election by the stockholders are made by the independent members of the Board. New candidates to join the Board typically meet with our chair, our lead independent director (if applicable), members of the nominating and governance committee, additional board members, and our president and CEO, as well as representatives of the Company’s executive team, prior to being considered for recommendation by the nominating and governance committee for appointment to the Board. See “Voting Proposals - Proposal No. 1: Election of Directors - 20202023 Nominees for Director” below for additional information regarding the 20202023 candidates for election to the Board.

Certain provisions of ourThe nominating and governance committee will consider for nomination persons properly nominated by stockholders in accordance with the Company’s bylaws apply to theand nomination or recommendation of candidates by a stockholder. For example, ourprocedures. Our bylaws provide that under certain circumstances, a stockholder, or group of up to 20 stockholders, who have maintained continuous ownership of at least three percent (3%) of our common stock for at least three years may nominate and include a specified number of director nominees in our annual meeting proxy statement that cannot exceed the greater of two or 20% of the aggregate number of directors then serving on the Board (rounded down). Information regarding the nomination procedureprocedures is provided in the “Voting and Meeting Information - Other Meeting Information - Stockholder-InitiatedStockholder - Initiated Proposals and Nominations for 20212024 Annual Meeting” section below. Subject to then-applicable law, stockholder nominations for director will be evaluated by the Company’s nominating and governance committee in accordance with the same criteria as are applied to candidates identified by the committee or other sources.

Continues on next page  u

Lam Research Corporation 2020 Proxy Statement  11


Director Independence Policies

Board independence requirements. Our corporate governance guidelines require that a majority of the Board members be independent. The nominating and governance committee annually reviews the independence of each director, including with respect to the Board and each individual committee, and recommends to the Board director independence determinations made with

14 

respect to continuing and prospective directors. No director will qualify as “independent” unless the Board affirmatively determines that the director qualifies as independent under the Nasdaq rules and has no relationship that would interfere with the exercise of independent judgment as a director. In addition, no non-employee director may serve as a consultant or service provider to the Company without the approval of a majority of the independent directors (and any such director’s independence must be reassessed by the full Board following such approval).

Board member independence. The Board has determined that all current directors and persons who served as directors during any part of fiscal year 2023, other than Mr. Archer, are independent in accordance with Nasdaq criteria for director independence. In making the determination, the Board considered prior employment with the Company, disclosed related party transactions, known familial relationships of directors with employees (not involving immediate family members) and commercial transactions involving other parties with common directorships, none of which qualified as related party transactions or were considered by the Board to interfere with the exercise of independent judgment as a director.

Board committee independence.All members of the Board’s audit, compensation and human resources, and nominating and governance committees must be non-employee or outside directors and independent in accordance with applicable Nasdaq criteria as well as Rule 16b-3 of under the Exchange Act. See “Board Committees” below for additional information regarding these committees.

Lead independent director. Our corporate governance guidelines authorize the Board to designate a lead independent director from among the independent members. As described below under “Leadership Structure of the Board,” an independent director, Mr. Talwalkar, currently serves as chairman of the Board, and as a result, the Board has not designated a lead independent director.

Executive sessions of independent directors.The Board and its audit, compensation and human resources, and nominating and governance committees hold meetings of the independent directors and committee members, without management present, as part of each regularly scheduled meeting and at any other time at the discretion of the Board or committee, as applicable.

Board access to independent advisors. The Board as a whole, and each standing Board committee separately, has the complete authority to retain, at the Company’s expense, and terminate, in their discretion, any independent consultants, counselors, or advisors as they deem necessary or appropriate to fulfill their responsibilities.

Leadership Structure of the Board

The Company’s governance framework provides the Board with the authority and flexibility necessary to select the appropriate leadership structure for the Board. In making determinations about the leadership structure, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders.

Under our corporate governance guidelines, the Board’s leadership structure includes a chair and may also include a separate lead independent director. Currently, Mr. Talwalkar, an independent director, serves as chairman of the Board, and as a result, the Board has not designated a lead independent director.

The chair’s duties include (1) preparing the agenda for the Board meetings with input from the CEO, the Board, and the committee chairs; (2) upon invitation, attending meetings of any of the Board committees of which he or she isthey are not a member; (3) conveying to the CEO, together with the chair of the compensation and human resources committee, the results of the CEO’s performance evaluation; (4) reviewing proposals submitted by stockholders for action at meetings of stockholders and, depending on the subject matter, determining the appropriate body, among the Board or any of the Board committees, to evaluate each proposal, and making recommendations to the Board regarding action to be taken in response to such proposal; (5) as requested by the Board, providing reports to the Board on the chair’s activities; (6) coordinating and developing the agenda for, and moderating executive sessions of the Board’s independent directors; (7) conveying to the CEO, as appropriate, discussions from executive sessions of the Board’s independent directors; and (8) performing such other duties as the Board may reasonably request from time to time.

Other Governance Practices

In addition to the principal policies and procedures described above, we have established a variety of other practices to enhance our corporate governance, including the following:

Director resignation or notification of change in executive officer status.Under our corporate governance guidelines, any director who is also an executive officer of the Company must offer to submit his or hertheir resignation as a director to the Board if the director ceases to be an executive officer of the Company. The Board may accept or decline the offer, in its discretion. The corporate governance guidelines also require a non-employee director to notify the nominating and governance committee if the director changes or retires from his or hertheir executive position at another public company. The nominating and governance committee reviews the appropriateness of the director’s continuing Board membership under the circumstances, and the director is expected to act in accordance with the nominating and governance committee’s recommendations.

Limitations on director commitments, including other board and committee memberships.memberships and leadership.The Board believes that it is critical that directors dedicate sufficient time to their service on the Board. Under our corporate governance guidelines, the nominating and governance committee considers a director’s other board and committee leadership positions and

Lam Research Corporation 2023 Proxy Statement  15

memberships that may affect a director’s ability to contribute effectively to the Board, and evaluates director commitments at least annually. In particular, our corporate governance guidelines provide that Board members may not serve on more than four public company boards (including service on the Company’s Board). Non-employee directors who are executive officers at other public companies may not serve on more than two public company boards (including the Company’s Board). In addition, non-employee directors may not serve on more than three audit committees of public company boards (including the Company’s audit committee), unless approved by the nominating and governance committee. Finally, the Company’s CEO may not serve on more than one other public company board.board without obtaining prior approval of such directorship by the nominating and governance committee. All of our directors are currently in compliance with the limitations on director commitments in our corporate governance guidelines.

Director and executive stock ownership.Under the corporate governance guidelines, each non-employee director is expected to own at least the lesser of five times the value of the annual cash retainer (not including any committee chair or other supplemental retainers for directors) or 5,000 shares of Lam common stock, by the fifth anniversary of his or hertheir initial election to the Board. The requirements are specified in the alternative of shares or dollars to allow for stock price volatility. The dollar alternative is translated into a number of shares by dividing the applicable multiple of the annual cash retainer by the average closing price of our common stock for the 30 trading days through June 30 of the most recently-completed fiscal year as of the measurement date. Guidelines for stock ownership by designated members of the executive management team are described below under “Compensation Matters—Matters - Executive Compensation and Other Information—Information - Compensation Discussion and Analysis.” All of our directors and designated members of our executive management team were in compliance with the Company’s applicable stock ownership guidelines at the end of fiscal year 20202023 or have a period of time remaining under the guidelines to meet the requirements.

Communications with board members.Any stockholder who wishes to communicate directly with the Board, with any Board committee, or with any individual director regarding the Company may write to the Board, the committee, or the director c/o Secretary, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538. TheSubject to certain exceptions specified in our corporate governance guidelines, the Secretary will forward all such communications to the appropriate director(s).

Any stockholder, employee, or other person may communicate any complaint regarding any accounting, internal accounting control, or audit matter to the attention of the Board’s audit committee by sending written correspondence by mail (to Lam Research Corporation, Attention: Board Audit Committee, P.O. Box 5010, Fremont, California 94537-5010) or by telephone (855-208-8578) or internet (through the Company’s third-party provider website at www.lamhelpline.ethicspoint.com)www.lamhelpline.ethicspoint.com). The audit committee has established procedures to ensure that employee complaints or concerns regarding audit or accounting matters will be received and treated anonymously (if the complaint or concern is submitted anonymously and if permitted under applicable law).

Meeting Attendance

Our Board held a total of tenfive meetings during fiscal year 2020.2023. The number of committee meetings held is shown in Figures 11-13.below under “Board Committees”. All of the directors attended at least 75% of the aggregate number of Board meetings and meetings of Board committees on which they served during their tenure in fiscal year 2020.2023.

We expect our directors to attend the annual meeting of stockholders each year unless unusual circumstances make attendance impractical. All of the individuals who were directors as of the 20192022 annual meeting of stockholders attended that meeting.

Board Committees

The Board has three standing committees: an audit committee, a compensation and human resources committee, and a nominating and governance committee. The purpose,functions, membership, and charter of each are described below. Copies of each committee’s charter are available on the Investors section of our website at https://investor.lamresearch.com/corporate-governance.

Figure 11. Audit Committee

Membership as of September 8, 2023:2 Sohail U. Ahmed, Michael R. Cannon, Bethany J. Mayer, and Leslie F. Varon (Chair) Meetings held in fiscal year 2023: Ten

Key responsibilities:

oversee the Company’s accounting and financial reporting processes, internal audit program, and the audits of its financial statements, including the system of internal controls;
oversee the Company’s investment policies and performance,
review the Company’s hedging strategy and tax strategies;
oversee the Company’s ethics and compliance program;
oversee the Company’s cybersecurity and information security policies and internal controls;
review and oversee potential related party and conflict of interest situations, transactions required to be disclosed pursuant to Item 404 of Regulation S-K of the SEC, and any other transaction involving an executive or Board member, and
2
  Membership (1)(2)Independence (4)

Meetings in

FY2020

Purpose

Eric K. Brandt (Chair) (3)

Michael R. Cannon (3)

Bethany J. Mayer (3)

Leslie F. Varon (3)

4 of 410

Purpose is to overseeMr. Ahmed joined the Company’s accounting and financial reporting processes, the Company’s Internal Audit Program, its investment policies and performance, its information security (including cybersecurity), its Ethics and Compliance Program, and the audits of our financial statements, including the system of internal controls.

As part of its responsibilities, the audit committee reviews and oversees potential conflict of interest situations, transactions required to be disclosed pursuant to Item 404 of Regulation S-K of the SEC, and any other transaction involving an executive or Board member.

on November 7, 2022.

16 

(1)

As of September 4, 2020. Effective November 1, 2020, Leslie F. Varon will become the chair and Catherine P. Lego will become a member, and Eric K. Brandt will no longer be a member of the committee.

Table of Contents 

(2)

Each member is able to read and understand fundamental financial statements as required by the Nasdaq listing standards.

oversee (i) the determination of whether an accounting restatement is required due to the material noncompliance of the Company with any financial reporting requirement under the securities laws and (ii) the preparation of the Company’s accounting restatements to correct such noncompliance.

(3)

EachThe Board concluded that all members of the audit committee, and persons who served as members of the audit committee during any part of fiscal year 2023, are non-employee directors who are independent in accordance with the Nasdaq listing standards and SEC rules for audit committee member independence. Furthermore, each member is able to read and understand fundamental financial statements as required by the Nasdaq listing standards, and the Board has determined that Mr. Cannon and Mss. Mayer and Varon are each an “audit committee financial expert” as defined in the SEC rules.

Continues on next page  uEffective November 7, 2023, John M. Dineen will become a member of the audit committee.

Lam Research Corporation 2020 Proxy Statement  13


(4)

The Board concluded that all members are non-employee directors who are independent in accordance with the Nasdaq listing standards and SEC rules for audit committee member independence.

Figure 12. Compensation and Human Resources Committee
Membership as of September 8, 2023:3Eric K. Brandt (Chair), Jyoti K. Mehra, Abhijit Y. Talwalkar, and Lih Shyng (Rick L.) Tsai Meetings held in fiscal year 2023: Five

Key responsibilities:

review and approve the Company’s executive officer compensation philosophy, objectives and strategies;
recommend to the independent members of the Board corporate goals and objectives under our compensation plans;
recommend to the independent members of the Board compensation packages and compensation payouts for the CEO, and approve the compensation packages and compensation payouts for our other executive officers;
oversee incentive, equity-based plans, and other compensatory plans in which our executive officers and/or directors participate;
produce an annual report on executive compensation for inclusion, as required, in our annual proxy statement;
oversee management’s determination as to whether our compensation policies and practices, including those related to pay equity laws, create risks that are reasonably likely to have a material adverse effect on the Company; and
discharge certain responsibilities of the Board with respect to organization and people matters, including executive succession planning, employee engagement programs, and assisting the Board in overseeing ESG matters relating to our workforce, including inclusion and diversity.

The Board concluded that all members of the compensation and human resources committee, and persons who served as members of the committee during any part of fiscal year 2023, are non-employee directors who are independent in accordance with Rule 16b-3 under the Exchange Act and the Nasdaq criteria for director and compensation committee member independence.

  Membership (1)

Independence (2)Meetings in
FY2020
Purpose

Youssef A. El-Mansy
Catherine P. Lego (Chair) Abhijit Y. Talwalkar
Lih Shyng (Rick L.) Tsai

4 of 45

Purpose is to discharge certain responsibilities of the Board relating to executive compensation; to oversee incentive, equity-based plans, and other compensatory plans in which the Company’s executive officers and/or directors participate; to produce an annual report on executive compensation for inclusion as required in the Company’s annual proxy statement; and to discharge certain responsibilities of the Board with respect to organization and people matters.

The committee is authorized to perform the responsibilities referenced above and described in its charter.

(1)

As of September 4, 2020. Effective November 1, 2020, Eric K. Brandt will become the chair and Sohail U. Ahmed will become a member, and Youssef A. El-Mansy and Catherine P. Lego will no longer be members of the committee.

(2)

The Board concluded that all members of the compensation and human resources committee are non-employee directors who are independent in accordance with Rule 16b-3 of the Exchange Act and the Nasdaq criteria for director and compensation committee member independence.

Figure 13. Nominating and Governance Committee
Membership as of September 8, 2023:4Eric K. Brandt, Michael R. Cannon (Chair), Bethany J. Mayer, and Abhijit Y. Talwalkar Meetings held in fiscal year 2023: Four

Key responsibilities:

identify individuals qualified to serve as members of the Board and recommend nominees for election as directors;
recommend committee membership and leadership assignments;
review our corporate governance guidelines and other governing documents and recommend amendments to the Board;
oversee self-evaluations of the Board and individual directors;
assist the Board in overseeing ESG matters not assigned to other committees, including our overall ESG strategy and goals, ESG report, sustainability initiatives, and oversight of climate-related goals;
oversee the Company’s political activities and review our policy regarding political contributions and spending; and
review the independence of the Board and its committees and recommend director independence determinations to the Board;
monitor and evaluate the educational needs of directors and make recommendations to the Board where appropriate; and
administer the process for director candidates nominated by stockholders.

The Board concluded that all members of the nominating and governance committee, and persons who served as members of the nominating and governance committee during any part of fiscal year 2023, are non-employee directors who are independent in accordance with the Nasdaq criteria for director independence.

3Ms. Mehra joined the committee on November 7, 2022.
  Membership (1)Independence (2)Meetings in
FY2020
Purpose
4

Eric K. Brandt
Michael R. Cannon (Chair) Catherine P. Lego
Abhijit Y. Talwalkar

4 of 44

Purpose is to identify individuals qualified to serve as members ofMs. Mayer joined the Board of the Company, to recommend nominees for election as directors of the Company, to oversee self-evaluations of the Board’s performance, to develop and recommend corporate governance guidelines to the Board, and to provide oversight with respect to corporate governance.

The nominating and governance committee will consider for nomination persons properly nominated by stockholders in accordance with the Company’s bylaws and other procedures described below under “Voting and Meeting Information - Other Meeting Information - Stockholder-Initiated Proposals and Nominations for the 2021 Annual Meeting.” Subject to then-applicable law, stockholder nominations for director will be evaluated by the Company’s nominating and governance committee in accordance with the same criteria as is applied to candidates identified by the nominating and governance committee or other sources.

on November 7, 2022.

Lam Research Corporation 2023 Proxy Statement  17

(1)

As of September 4, 2020.

Table of Contents 

(2)

The Board concluded that all members of the nominating and governance committee are non-employee directors who are independent in accordance with the Nasdaq criteria for director independence.

Board’s Role and Engagement

General. The Board oversees the management of the business and affairs of the Company. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved for the stockholders. Board agendas facilitate dialogue between the Board and management regarding drivers of long-term stockholder value and key strategic and operational risks. The Board’s and its committees’ agendas include both regular, recurring topics as well as time for special agenda topics that are scheduled on an as-needed basis by the Board or committee chairs, as applicable.

The Board and its committees have the primary responsibilities for:

overseeing the Company’s business strategies, and approving the Company’s capital allocation plans and priorities, annual operating plan, and major corporate actions as set forth in the below sub-bullets;

°

Aa strategic plan is presented to the Board for discussion on an annual basis;

°

Anan operating plan is presented to the Board for discussion on an annual basis, and updates are presented at each quarterly Board meeting;

and
°

Capitalcapital allocation plans and priorities are discussed on a quarterly basis; and

°

Other other major corporate actions are presented and discussed as part of regular management updates and as special agenda topics, as appropriate.

appointing, annually evaluating the performance of, and approving the compensation of, theour CEO;

reviewing with theour CEO the performance of the Company’s other executive officers and approving their compensation;

reviewing and approving CEO and top leadership succession planning;

advising and mentoring the Company’s senior management;

overseeing the Company’s internal controls over financial reporting and disclosure controls and procedures;

overseeing the Company’s material risks and enterprise risk management processes and programs;

overseeing the Company’s ethics and compliance programs, including the Company’s code of ethics;ethics, with updates presented to the audit committee quarterly and

to the full Board annually;

overseeing the Company’s material risksinformation security programs (including cybersecurity), with updates presented to the audit committee quarterly and enterprise riskto the full Board annually;

overseeing the Company’s human capital management, processeswith updates presented to the compensation and programs.

human resources committee quarterly and to the full Board annually;
overseeing ESG matters, with quarterly updates on our ESG program and performance provided to the nominating and governance committee, and the Company’s ESG strategy, goals and performance presented to, and ESG reporting reviewed by, the full Board annually; and
overseeing the Company’s political activities, with updates presented quarterly to the nominating and governance committee.

Risk Oversight. The Effective and comprehensive risk management is critical to our Company’s success, given the dynamic economic, geopolitical, and social landscape in which we operate. Our Board is actively engaged in risk oversight. Management regularly reports to the Board onoversight both directly and through its risk assessments and risk mitigation strategies for the major risks of our business. Generally,committees. As a general matter, the Board exercises its oversight responsibility directly; however,directly, including overseeing management’s implementation of the Company’s Enterprise Risk Management (“ERM”) program. In addition, the Board delegates oversight of certain risks to its various committees as further detailed below. The Board, and as applicable, each of its committees, oversees the Company’s risk profile by regularly reviewing management’s assessment of the Company’s material risks and evaluating management’s risk mitigation strategies.

The Company’s ERM program is a enterprise-wide program designed to leverage existing management processes to enable effective identification of critical enterprise risks, design and implementation of appropriate risk mitigation strategies, and regular assessment of the status of risks and mitigation plans. The ERM program (i) establishes a comprehensive, enterprise-wide system to identify, evaluate, manage, and report risks, (ii) clearly defines management’s roles and responsibilities by allocating responsibility for specific risks to specific members of our senior management team, and (iii) facilitates dialogue between senior management and the Board regarding the Company’s top risks.

As part of the ERM framework, our management team seeks to create a comprehensive index of the Company’s top enterprise risks by gathering information and input regarding specific categories of risk from designated individuals representing each of the Company’s business units on a quarterly basis. The ERM process involves both identification and ranking of the Company’s top risks. The imminence and timeframe of each relevant enterprise risk informs, in part, the relevant risk mitigation strategy and response time. Further, risks are evaluated based on their likelihood and impact, and appropriate risk mitigation strategies are designed based on such evaluation. On an as needed basis, we employ outside advisors to aid in assessing specific risks, providing benchmarking data, or providing information regarding trends or recent regulatory changes applicable to the Company’s risk profile.

Management provides the Board with annual reports regarding the critical enterprise risks, including an assessment of the likelihood and impact of each identified risk and related risk mitigation strategies. Updates on critical risks are also provided through regular reports to the Board related to the Company’s business operations, strategy, and financial results. In addition, our Chief Information Security Officer and Chief Compliance Officer provide quarterly reports to the Audit Committee on relevant information security

18 

and compliance issues, respectively, and annually report to the Board regarding the Company’s information security and ethics and compliance programs. Further, members of our Internal Audit function provide the Audit Committee with quarterly reports regarding the effectiveness and adequacy of the Company’s controls, risk management, compliance, financial reporting, and governance processes that are designed by the Company.

In specific cases, suchthe Board has delegated its risk oversight responsibility has been delegated to committees of the Board.Board based on each committees’ respective areas of responsibility and expertise, as described in further detail above in “Board Committees” and in the charters of the respective committees. Committees that have been charged with risk oversight regularly report to the Board on those risk matters within their areas of responsibility. Risk oversight responsibility has been allocated between the Board and its committees as summarized in Figure 14 and described in more detail below.

Figure 14. Risk Oversight

LOGO

Our audit committee oversees risks related to the Company’s accounting and financial reporting, internal controls, annual financial statement audits, independent registered public accounting firm, internal audit function, related party transactions, ethics and compliance program, investment policy and portfolio, hedging strategies, and tax strategies. The audit committee also oversees our information security program (including cybersecurity), with the responsibility of recommending such Board action as it deems appropriate.

Our nominating and governance committee oversees risks related to corporate governance, board effectiveness, director independence, Board and committee composition, political activities, and ESG matters not assigned to other committees, including oversight of climate-related risks and opportunities.

Our compensation and human resources committee oversees risks related to the Company’s equity and executive compensation programs and plans, executive succession plans, employee engagement programs, and environmental, social and governance, or “ESG,”ESG matters relating to the Company’s workforce, including inclusion and diversity.

Information Security (including Cybersecurity) Oversight. Our Board recognizes the important role of information security in safeguarding our valuable intellectual property (“IP”) along with the data of our customers, employees, and suppliers. The Board, which includes members with cybersecurity expertise, oversees our strategy and approach to addressing information security risk, both directly and through the audit committee. Our global information security program is led by our chief information security officer, who reports on information security risks at least quarterly to the audit committee and at least annually to the full Board.

OurPolitical Activity Oversight. In 2022, we expanded the role of our nominating and governance committee oversees risks related to corporateinclude oversight of the Company’s political activities. The committee’s responsibilities include ensuring that the Company’s political activities align with Company policy. The committee is also responsible for reviewing the Company’s policy regarding political activities and spending, and for reviewing payments to trade associations and other third parties that may be used for political purposes. Our political activities are led by our Corporate Vice President of Global Trade and Government Affairs (“GTGA”), who reports to the nominating and governance board effectiveness, director independence, Boardcommittee at least quarterly. Our GTGA group plays a central role in helping Lam navigate export control requirements and works closely with Lam’s leadership to ensure a compliant, proactive response to new requirements. Externally, the GTGA group plays a leading role in industry consortia to amplify our voice in the wafer fabrication equipment industry and larger semiconductor ecosystem. In November 2022, we joined the Semiconductor Climate Consortium as a founding member to promote semiconductor industry climate action on a global scale. We have also established a political action committee, composition,Leading American Microelectronics Political Action Committee, as another means of engagement and ESG matters not assignedadvocacy. For more details regarding our political activities, please refer to other committees.our public policy engagement and political activity statement located on the Investors section of our website at investor.lamresearch.com/corporate-governance.

Lam Research Corporation 2023 Proxy Statement  19

Stockholder Engagement

We believe that engagement with our stockholders is an important part of effective corporate governance. Our senior management, including our president and CEO, chief financial officer (CFO)(“CFO”), and members of our Investor Relations team, maintain regular contact with a broad base of investors through quarterly earnings calls, meetings, investor day events, industry conferences, and other investor and industry events. Through these interactions, in calendar year 2022, senior management and Investor Relations met with stockholders holding over 35% of our shares. In addition, we regularly engage with major stockholders on governance matters, including executive compensation and ESG topics. The outreach is generally conducted outside of our proxy solicitation period and, depending on the topics, includes members of our Legal, Investor Relations, and Human Resources, ESG, and Legal functions, and may also include members of the Board. During the proxy solicitation period, we may also engage with our stockholders about topics to be addressed at our annual meeting of stockholders. Our process for engaging with stockholders on governance topics and annual meeting proposals is summarized in Figure 15 below.

Continues on next page  u

Lam Research Corporation 2020 Proxy Statement  15


Figure 15. Stockholder Governance Engagement Cycle

Before Annual Meeting

Engage with stockholders to answer questions and obtain feedback on governance matters and annual meeting matters

During Annual Meeting

Stockholders vote on election

of directors, say on pay,

and other management

and stockholder proposals

After Annual Meeting

Review annual meeting results and stockholder feedback with Board and recommend responsive actions

Through these engagements, we receive valuable input from our stockholders which helps us to evaluate key initiatives from additional perspectives. We share the opinions and information received from our stockholders with the Board. Over the last few years, we have heard from stockholders about their views on subjects such as executive compensation, ESG considerations, culture, leadership transitions, proxy access, returning capital to stockholders, director tenure, board refreshment, director skills and experiences, and board and workforce diversity.diversity, director time commitments, political activities, and supply chain management. Understanding the feedback shared with us, we have adopted proxy access, have maintained our focus on board diversification, board refreshment based on skills and experiences, workforce diversity, and pay for performance,performance; have added additional areas of board oversight, including oversight over political activities; and have enhanced our proxy statement and Corporate Social Responsibility, or CSR, Reportannual ESG report disclosures.

We engaged in extensive stockholder outreach on governance topics and annual meeting proposals in 2019, both2022, prior to and during the proxy solicitation period, as illustrated in Figure 16 below. After Institutional Shareholder Services, or ISS, issued a voting recommendation against our Say on Pay proposal, we supplemented the outreach we had carried out prior to the proxy solicitation period, by contacting stockholders holding in total over 50% of our shares and offering the opportunity to discuss any concerns they might have with either Ms. Lego, the chair of the compensation and human resources committee, or Mr. Talwalkar, our then lead independent director (and current Board chairman). Ms. Lego or Mr. Talwalkar participated in meetings with stockholders holding in total approximately 29% of our shares. We have summarized our governance outreach efforts, and described the topics discussed, in Figure 16 below, as well as in Compensation Discussion and Analysis – Overview of Executive Compensation – 20192022 Say on Pay Voting Results and Stockholder Outreach”Outreach:

20 

Figure 16. 20192022 Stockholder Governance Outreach Summary

LOGO

 

We contacted stockholders holding 59% of our shares for engagement

We engaged with stockholders holding 19% of our shares

Topics
TopicsWhat we heard from our
stockholders
Our Perspective/How we responded
Director Qualifications, Skills and ExperiencesStockholders expressed an interest in better understanding the directors’ skills and experiences and their relevance to the Company.In keeping with our regular practice, our nominating and governance committee has updated the matrix of director qualifications, skills and experiences, including the addition of several skills and experiences relevant to membership on our Board. In addition, we have newly incorporated into the matrix an explanation of why each identified qualification, skill or experience is valuable to the Company (see Fig. 5 “Director Nominee Key Qualifications, Skills and Experiences Highlights” on page 3).

Leadership, culture

ESG OversightStockholders provided favorable feedback on the comprehensiveness of our ESG activities and human capital

Certain stockholdersdisclosures. They were interested in the leadership changes, company culture, andfurther understanding the Board’s roleoversight of ESG.In our ESG report for calendar year 2022 (available on our website at lamresearch.com/company/environmental-social-governance/), we have provided further disclosures regarding our ESG governance, priorities, long- and short-term goals and progress. We have also provided additional disclosure regarding these topics in this proxy statement (see Fig. 8 “ESG Highlights” on page 7 and “Environmental, Social and Governance Matters” beginning on page 22).
ClimateStockholders provided favorable feedback on our net zero goals and roadmap. They were interested in further understanding our plan for executing our long-term goals and our approach for Scope 3 emissions.In our ESG report for calendar year 2022, we have described our progress toward reaching our goal to achieve net zero GHG emissions by 2050, which include achieving Science-Based Targets initiative (“SBTi”) validation in 2022 for our near-term GHG-reduction goals. The ESG Report also further details our efforts in engaging with respectcustomers and suppliers on Scope 3 emissions reductions. (See also “Environmental, Social and Governance Matters” beginning on page 22).
Human CapitalStockholders were interested in understanding the areas of focus at the board level for human capital.We have continued to cultureexpand the scope of the workforce disclosure in our ESG report. We have also provided additional disclosure regarding the board’s oversight of human capital, including the human resource metrics that our compensation and human capitalWe consider leadership succession, culture and employee engagement to be top priorities. Under the Board’s supervision, we have taken various initiatives to create a more open, inclusive and diverse culture. We have added additional detail to explain the Board’s roleresources committee monitors on an ongoing basis, in the Company’s culture and leadership (seethis proxy statement (seeCulture and Human Capital Management beginning on page 17)21). In addition, for calendar year 2020, all of our named executive officers have goals and objectives related to culture, talent, and inclusion and diversity as part of our annual incentive program (see “Compensation Discussion and Analysis – Overview of Executive Compensation –2019 Say on Pay Voting Results and Stockholder Outreach” on pages 26-27).

Corporate governance

Certain stockholders were interested in Board changes and the director nomination and onboarding processesWe have added additional detail regarding our director onboarding process and our director refreshment process (see “Our Approach To Ensuring Board Effectiveness” on pages 9-11).

Corporate Social Responsibility

Our stockholders expressed satisfaction with our CSR program and reportingWe continue to enhance our CSR program and reporting. We have added additional detail regarding our CSR program (see “Corporate Social Responsibility” on pages 17-18).

Executive Compensation

See “Compensation Discussion and Analysis – Overview of Executive Compensation – 20192022 Say on Pay Voting Results and Stockholder Outreachbeginning on pages 26-27.page 33.

Culture and Human Capital Management

We endeavor to be a great place to work globally by investing in a multi-faceted strategy that is rooted in building an inclusive and diverse workplace. The Board is actively engaged in overseeing our culture and the management of human capital. In 2019, the Board amended the charter of what was previously known as the compensation committee (now thecapital, both directly and through its compensation and human resources committee) tocommittee. The compensation and human resources committee’s responsibilities include additional responsibilities with respect to organizational and people matters, including the review ofreviewing executive officer succession plans as described below, review ofreviewing employee engagement programs, and review ofreviewing and assisting the Board in overseeing ESG matters relating to the Company’shuman capital management and our workforce, including inclusion and diversity and the workforce portion of our annual ESG report. Our chief human resources officer reports to the Company’s CSR report.compensation and human resources committee on a quarterly basis on key human capital metrics, and our progress relative to our human capital goals, to assist the committee in assessing organizational health. While the metrics and areas of focus can change over time, reflecting changing areas of operational focus, in recent quarters they have included metrics and goals relating to headcount, demographics, hiring, retention (including retention by level or by group), organizational shape, inclusion, and engagement.

One of the Board’s primary responsibilities is to oversee the performance, development, and succession of our executive talent; however,talent. However, the Board’s investmentinvolvement in people development extends beyond the executive team. The Board and the compensation and human resources committee engage with management across a broad range of human capital related topics. Under the Board’s oversight, we have focused on employee engagement, inclusionTo support employees’ well-being and diversity, professional development, recognition, safety, and wellness, with the goal of ensuringensure Lam is a place where everyone feels valued and can do their best work. In 2019,work, we started conducting a new series of employee pulse surveyshave focused on inclusion and diversity; recruitment and development; employee engagement; providing a comprehensive compensation and benefits package; and health and safety. Since calendar year 2020, all of our named executive officers have had compensation goals related to culture, talent, and inclusion and diversity, to help ensure the members of our executive team are aligned with our corporate goals in these areas and

Lam Research Corporation 2023 Proxy Statement  21

are accountable for the results achieved (see “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis” below for more details).

Employee engagement (i.e. satisfaction) and voice are critical to Lam’s culture. We regularly engage employees to find out what’s working and how we can better meet their evolving needs. We conduct a global survey on a regular basis to gather input from employees on culture, inclusion and diversity, career opportunity, and manager effectiveness,effectiveness. We also solicit employee feedback through in-person and communications.online employee forums, engagement sessions, all-employee meetings, conversations with managers, and our human resource support and employee relations teams. The Board believes that visits to Company facilities and regular direct engagement with employees enable it to assess the Company’s culture first-hand. Since 2017, the Board has visited our facilities in Fremont, Livermore, Tualatin, Taiwan, and South Korea, and regularly meets directly with employees in small groups in order to engage with and hear directly from them. These in-person meetings were paused during the pandemic, but have resumed. Since August 2022, our Board has had engagement sessions with recently-hired college graduates, vice presidents, members of our employee resource groups, and director-level employees at our Tualatin location.

These surveys and engagements provide management and the Board with valuable employee feedback and help ensure the executive leadership team is focused on and held accountable for fostering and promoting a culture and workplace environment that isare consistent with Lam’s Mission, Visioncore values and Core Valueswith achieving our human capital goals. In calendar year 2022, we matured our engagement processes to improve data collection and analysis and make survey insights more actionable across Lam’s teams. We added new data inputs to measure key engagement correlations. We also added new data outputs to enable cross-program analysis, shared the results with internal teams, and leveraged online learning to drive employee feedback conversations. We also carried out a shorter pulse survey to continue engaging with employees on key topics. We launched new culture workshops for employees who joined Lam initially as remote employees facilitated by executive leadership team members. In addition, we facilitated in person and virtual sessions in which employees shared their experiences with Lam’s chief human resource officer and CEO. These leaders also hosted roundtables with managers of highly engaged teams, which our sites modeled in various regions.

At Lam, we welcome diverse perspectives and strive to create an environment where every employee feels they belong. Lam’s leaders take an intentional and progress-oriented approach to build inclusive behaviors across our organization. The three core pillars of our strategy include fostering inclusion, increasing diversity, and diversity goals.sharing our progress. Based on employee feedback, we launched a newstrive to continuously enhance our inclusion and diversity training program, focused on unconscious bias and microinequities, expanded self-serviceexpanding resources available for professional development, facilitatedfacilitating the creation of additional employee resource groups, createdproviding new job rotation and mentoring programs, and expandedexpanding our management training offerings. As is discussed below in “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis,” for calendar year 2020, all of our named executive officers have compensation goals related to culture, talent, andIn 2021, we added inclusion and diversity as one of our core values, and launched and continued a variety of initiatives to cultivate a more inclusive workplace, including by further integrating inclusive features into our global benefits and wellness offerings, with a focus on increasing support for families and parents. Our leaders were also asked to add inclusion goals in their performance and development plans for 2022.

The health, safety, and well-being of our employees are important to our success, and we invest in education, awareness, monitoring, and prevention programs to help recognize and control safety hazards. Post-pandemic, we have continued to provide workplace flexibility by enabling employees to work in ways intended to meet their unique needs. We also seek to ensure our benefits support the membersneeds of our executive team are aligned withdiverse employee base and deliver resources that support all aspects of our corporate goals in these areasemployees’ well-being and are accountable for the results achieved.health.

The Board believes that visitsWe aim to Company facilitiesmaintain and direct engagement with employees enable itcultivate a workplace where every person has equal opportunities to judge the Company’s cultural journey first-hand. Since 2017, the Board has visited our facilities in Fremont, Livermore, Tualatin, Taiwan and South Korea, and met directly with employees in small groups at all these locations in order to engage with and hear directly from them. Due to the pandemic, these in-person meetings have been paused in recent months, and are expected to resume when the circumstances permit.

thrive. We are committed to equal opportunity and non-discrimination in our employment practices, including equitable compensation for work performed. To ensure accountability, we conduct an annual pay equity assessment of our compensation practices and systems to promote fair and equitable compensation in our workforce. The charter of our compensation and human resources committee includes oversight responsibility for our compensation policies and practices related to pay equity laws. We maintain robust employment policies and procedures to reinforce our commitment to equal opportunity, non-discrimination, and pay equity. Our policies and procedures prohibit discrimination, harassment or retaliation in any aspect of employment, including recruiting, hiring, promotion, or compensation. Our Global Employment Practices Statement declares our support of workers’ rights to freedom of association and collective bargaining, to the extent permitted under local laws. In 2022, we published a new human rights policy to further demonstrate our commitment to the protection, safety, and dignity of all Lam employees. Our most recent EEO-1 report can be found in the ESG section of our website at lamresearch.com/company/environmental-social-governance/. Our EEO-1 report shall not be deemed “filed” with the SEC for purposes of federal securities law, and it shall not, under any circumstances, be incorporated by reference into any of the Company’s past or future SEC filings. The EEO-1 report shall not be deemed soliciting material.

For further details about our human capital management, please see our 2023 Annual Report on Form 10-K, as well as our most recent ESG report.

Corporate

Environmental, Social Responsibilityand Governance Matters

An important part of advancing the industry and empowering progress is being a socially responsible company. We invest in environmental, social, and economic responsibility across our business and integrate corporate social responsibility principles into our day-to-day operations. Our CSR strategy is composed of six key pillars. This framework focuses our attention on our most important topics and pressing challenges, while helping us to deliver value to our stakeholders.

Business and Governance.Our core values underpin our commitments to sustainable growth and to making a positive contribution to people and the planet. We are committed to responsible and sustainable business practices and continuous improvement in our own operations, in our partnerships with our customers, across our supply chain and in our engagements with our other stakeholders. GoalsWe invest in ESG across our business and objectives are approved by seniorintegrate ESG principles into our day-to-day operations. Our ESG strategy is composed of six key pillars, as outlined below. This framework focuses our attention on our most important topics and pressing challenges, while helping us to deliver value to our stakeholders.

22 

Governance. Our ESG governance framework is illustrated in Figure 17 below. While our Board is actively engaged in ESG oversight, the nominating and governance committee has the primary responsibility for oversight of our ESG priorities. For human capital and workforce-related issues, the compensation and human resources committee holds oversight responsibility. The audit committee is responsible for oversight of ethics and compliance and information security. Our executive leadership including the CEO. Our management also meets regularly withprovides regular updates to the Board and its committees and engages them to discuss CSRESG strategy, gain alignment on plans and goals, and report on progress. Our CEO and members of the CEO staff participate in our ESG executive steering committee, which is responsible for guiding our ESG strategy, approving and supporting initiatives, and holding business leaders accountable. Our cross-functional ESG leadership team is responsible for proposing goals, developing and executing strategy, and embedding ESG into our operations management system. In calendar year 2021, we formed a new net zero leadership team that is responsible for working with business units to integrate climate considerations into decision-making processes, driving progress on our net zero strategy, and tracking performance against our climate goals (described in more detail under “Sustainable Operations” below). In addition, we have topic-specific working groups to address key issues. In calendar year 2022, we tied our executive compensation program to progress on Lam’s ESG goals to ensure that Lam’s executive leaders are accountable for driving ESG progress and are rewarded for their achievements. We also joined the United Nations Global Compact, and are using the United Nations Sustainable Development Goals (SDGs) as another method of measuring our ESG progress.

Figure 17. Lam’s ESG Governance Structure

WorkplaceProduct Innovation.. As described above inWe develop products and solutions with the Culturebelief that business success includes making a positive impact on society and Human Capital Management” section, guided bythe planet. For us, that means that environmental impact and social responsibility should inform our Core Values, we strive to provide a work environment that fosters inclusionproduct design and diversity, ensures every voice can be heard,research and enables employees to achieve their full potential. We aim to maintain a collaborative, supportive, and opportunity-rich culture that enhances innovation and employee engagement. Throughout the COVID-19 pandemic, our focus and priority have remained on the health, safety, and well-being of our employees. We implemented health and safety procedures throughout our sites, distributed relief and recovery funds to employees, and offered benefits and other employee assistance programs to those experiencing disruptions due to the pandemic.

Community. We believe that positively involving our employees and giving back to our community is central to our culture and an expression of our Core Values. Our charitable giving includes employee volunteer hours, the Lam Research Foundation grant program, and employee donations. Our global philanthropy and volunteerism programs provide financial and human services to improve education and quality of life in the communities in which we operate. As a successful equipment supplier in the technology industry, we encourage students to pursue science, technology, engineering and math, or “STEM,” careers, engage in activities

Continues on next page  u

Lam Research Corporation 2020 Proxy Statement  17


that give young people visibility into careers in the semiconductor industry, and support those students who demonstrate excellence in the STEM fields. We are also committed to creating positive impacts in communities around the world by contributing to local, national, and international organizations that support community needs such as hunger, food and water security, disadvantaged children and senior citizens, health improvement, and environmental protection.development. As part of our COVID-19 reliefnet zero strategy, we intend to accelerate the integration of environmental considerations into the design, manufacturing, delivery, and recovery efforts,performance of our products to help us meet our goals.

In calendar year 2022, we have donated fundsfocused on developing smarter, more efficient products and processes to measure and reduce the greenhouse gas (“GHG”) emissions footprint of our communities for both short-term assistance and longer-term recovery, including a portion dedicatedproducts. To reduce the emissions associated with the use of our products, we are seeking to organizations supporting Black communities that have been disproportionately affected by the pandemic. We have also donated funds in support of initiatives fighting social injustice, by contributing to organizationsdesign solutions that are workingsmarter and more efficient. We are also incorporating design for environment principles into the product design process, to end systemic racismguide us in developing products with their full lifecycle in mind. In doing so, we are proving that it is possible to increase productivity while reducing the use of raw materials, energy, and space, and identifying ways to reduce the environmental impact of our products without sacrificing quality and value. We also recognize that we can’t solve these challenges alone, and thus are collaborating closely with stakeholders including customers and universities via a variety of avenues, including our 2022 Tech Symposium themed “Engineering a Greener Fab.”

In addition, our Equipment Intelligence® solutions combine automation, machine learning, interconnectivity, and real-time data with Lam’s equipment and process expertise. By enabling faster learning cycles, these solutions help customers enhance productivity,

Lam Research Corporation 2023 Proxy Statement  23

efficiency, and performance while minimizing waste. We are also applying these capabilities to measure key environmental impacts of our products.

Our Customer Support Business Group (“CSBG”) supports Lam’s customers across the equipment lifecycle. From solutions that increase system uptime to offerings that extend the product lifecycle, our goal is to help customers optimize quality and cost, with the added benefit of reducing their environmental impact. In addition to new systems, CSBG provides refurbished tools, previous generation tools, and equipment upgrades. These options deliver great customer value while avoiding the environmental impacts of manufacturing new tools and sending existing equipment to landfills. Our spares offerings include the reuse of high-value spare parts through education, reform,a variety of re-cleaning, repair, refurbishment, and legislation.re-coating services.

Sustainable Operations.Incorporating environmental sustainability into business leads to better products, more efficient operations, and added value for our customers. As the world tackles climate change and other critical environmental issues, we seek to do our part by responsibly managing our impact withand have set global goals for energy efficiency, greenhouse gas emissions, water conservation, and hazardous waste reduction.diversion. We carefully monitor and manage our environmental impact across our business and work to implement cost-effective best practices, focusing our efforts where we believe we can have the biggest long-term impact. We look at impacts from procurementBy 2050, we aim to manufacturing, during researchachieve net zero GHG emissions and development, or “R&D,” and product design, and throughout a product’s lifecycle.in 2022 we achieved Science-Based Targets initiative (“SBTi”) validation for our near-term GHG-reduction targets.5 These goals are in line with limiting global warming to 1.5°C, representing the most ambitious SBTi designation available. We carefully manage our greenhouse gas emissions, set goals, and report progress annually to the CDP (formerly the Carbon Disclosure Project) and through our annual CSRESG report. Our ESG report for calendar year 2022 contains disclosures aligned with the Sustainability Accounting Standards Board (“SASB”), the Global Reporting Index (“GRI”), and the Task Force on Climate-Related Disclosures (“TCFD”) framework.

In 2022, we joined the Semiconductor Climate Consortium as a founding member. This industry-level collaboration brings together key players across the semiconductor industry to collectively tackle climate change. By collaborating with fellow members, we aim to accelerate solutions with greater speed and scale than can be achieved alone.

Our Workplace. As described above in the “Culture and Human Capital Management” section, guided by our core values, we strive to provide a work environment that fosters inclusion and diversity, ensures every voice is heard, and enables employees to achieve their full potential. We aim to maintain a collaborative, supportive, and opportunity-rich culture that enhances innovation and employee engagement. We strive to protect the health and safety of our personnel throughout our entire operation, including our offices, manufacturing sites, research and development (“R&D&D”) centers, and our field team working at customer sites.

Products and Customers.We develop innovative products and solutions that meet or exceed safety requirements and incorporate energy efficiency features that benefit our customers and the environment. We also strive to extend the life of our products and solutions to enable our customers to realize greater value from our products with a potentially lower environmental impact.

Responsible Supply ChainChain.. Weunderstand the importance of an ethical, responsible, resilient, and responsiblediverse supply chain, andwe engage with our suppliers to address a wide range of issues including climate action, human rights, supplier diversity, environmental impact, and responsible mineral sourcing. Lam’s supply chain is extensive, so we employ strong oversight and governance to facilitate comprehensive supply chain management across the globe. Our Supply Chain ESG team leads our direct supplier risk assessment efforts, with a focus on driving continuous improvements. Lam also has cross-functional supply chain teams that collaborate to share best practices around supplier engagement. In 2022, we matured our supply chain management processes, grew our Supply Chain ESG team, and leveraged additional tools published by the Responsible Business Alliance (the “RBA”) to better quantify risks in the regions where our suppliers operate.

We are a strong proponent of supply chain-related industry standards and have adopteduphold the standard guidelines published by the Institute for Supply Management, or “ISM,” “Principles And Standards Of Ethical Supply Management Conduct With Guidelines.” InRBA. Since 2019, Lam joined ashas been an affiliate member of the Responsible Business Alliance, or “RBA. We have also adoptedRBA, the RBA Codeworld’s largest industry coalition dedicated to corporate responsibility in global supply chains. All of Conduct. Allour direct suppliers are expected to comply withadhere to our Global Supplier Code of Conduct, which requires suppliers’ adherence to bothincorporates the RBA Codecode of Conductconduct and the ISM Guiding Principles, which covercovers topics such as ethics, integrity, transparency, anti-corruption, conflict minerals, human trafficking, environmental sustainability, and social responsibility. Throughout the supplier lifecycle, we continue to conduct due diligence using a risk-based approach, which may include RBA self-assessment questionnaires, inspections, and corrective actions as needed.

Advancing climate action requires close collaboration between us and our customers and suppliers. Upstream activities contribute to our Scope 3 emissions, so if we want to reduce them, we need top suppliers on board. In 2021, we began our engagement with suppliers to make progress toward our 2050 net zero GHG emissions goal. We hosted our annual Supplier Excellence Awards and inaugural ESG Supplier Forum to connect with suppliers. In 2022, we engaged with 100% of our top-tier suppliers by spend on environmental sustainability opportunities. We also made progress toward our 2025 goal of engaging 46.5% of top suppliers as measured by emissions in setting SBTs. During the year, we surveyed our top suppliers to better understand their climate progress and encouraged them to acknowledge a Climate Pledge committing to climate action. We also began asking suppliers to take a carbon footprinting class through RBA. By engaging suppliers on these issues, we are encouraging them to measure and manage important areas of their environmental impact. This supports mutual progress toward our respective ESG priorities and goals.

We are committed to protecting and supporting human rights—both in our supply chain and in our operations around the world. We expect our suppliers and sites to comply with laws including, but not limited to, the U.K. Modern Slavery Act of 2015 and the California Transparency in Supply Chains Act of 2010. In 2022, we published our first Human Rights Policy, which applies to all our employees and outlines our expectations to uphold internationally recognized human rights. Our policy is intended to align with several internationally recognized standards, including the Universal Declaration of Human Rights, the UN’s Guiding Principles on Human Rights, and the RBA Code of Conduct. Lam expects our suppliers to adopt similar practices.

5The 2030 GHG emissions goal was validated in 2022 and was subsequently restated in 2023 in alignment with SBTi.

24 

Inclusion and diversity are part of our Core Values at Lam, and we recognize the value that our relationships with diverse suppliers bring. During our supplier onboarding process, we implement measures to identify diverse suppliers, including minority-, women-, LGBTQ+, and veteran-owned businesses, as well as businesses owned by people with disabilities. We also include diverse qualifications in our Supplier Scorecard and track and report spending with diverse direct material suppliers on a periodic basis.

Our Communities.One of our guiding principles is to “act with purpose for a better world.” We seek to fund community programs that uplift the places where we operate and live, in line with this guiding principle. We recently established an overarching social impact platform – “Powering Breakthroughs Together” – with an objective of making meaningful progress in three focus areas: enabling transformative learning; helping to build more resilient communities; and fostering more inclusive societies. We endeavor to work together with philanthropic organizations and our employees to increase the impact of our activities. In 2022, we kicked off our first signature initiative through the program, a three-year collaboration with FIRST® Global. In 2022, we provided a $1.33 million donation to support FIRST Global and served as the premier sponsor for the 2022 FIRST Global Challenge. We encourage our employees to volunteer as FIRST mentors for students. We also plan to donate $10 million to FIRST Global over the next three years, beginning in 2023. Beyond our engagement with FIRST Global, we intend to support programs to strengthen relationships, technology, preparedness, and recovery plans that enable communities to succeed in the face of adversity. This includes making investments in programs implementing disaster preparedness and recovery plans, engaging and connecting with community members, helping rebuild communities or curbing climate change. We plan to invest in initiatives to facilitate equitable access and opportunities to help communities reach their full potential by eliminating barriers, leveling the playing field and driving systematic change.

For more information about our corporate social responsibilityESG efforts, including climate-related efforts, please refer to our CSRannual ESG report available onin the Corporate Social ResponsibilityESG section of our website at https://www.lamresearch.com/lamresearch.com/company/corporate-social-responsibility/environmental-social-governance/. Our ESG report shall not be deemed “filed” with the SEC for purposes of federal securities law, and it shall not, under any circumstances, be incorporated by reference into any of the Company’s past or future SEC filings. The ESG report shall not be deemed soliciting material.

Director Compensation

Our director compensation is designed to attract and retain high-caliber directors and to align director interests with those of stockholders. DirectorThe compensation and human resources committee’s independent compensation consultant advises the committee with respect to non-employee director compensation and assists with the review of competitiveness of such compensation. In November 2021, our Board adopted our current non-employee director compensation program. The objective of the non-employee director compensation program is to target and pay the non-employee directors at the median of our Peer Group (as defined and described below under “Compensation Matters - Executive Compensation and Other Information - Compensation Discussion and Analysis – Executive Compensation Governance and Procedures – Peer Group Practices and Survey Data”), as measured every other year.

Under the non-employee director compensation program, non-employee director compensation is reviewedcompared to our Peer Group annually and determined annuallythe results of this comparison are provided to the compensation and human resources committee in connection with its regular August meeting. Every other year, beginning in 2023, if this comparison shows any element of non-employee director compensation to be below the 50th percentile when compared to our Peer Group, this element will be automatically increased to a value equal, as nearly as practicable, to the 50th percentile, effective on the date of our next annual meeting of stockholders for service in the following calendar year (e.g. if an adjustment were made in connection with the August 2023 compensation and human resources committee meeting, then such adjustment will be effective on the date of our annual stockholder meeting in November 2023 for service in calendar year 2024). Under the program, the compensation and human resources committee has the option at any time to recommend that the Board exercise, and the Board has the right at any time to exercise, negative discretion to reduce (or to not increase) any element of non-employee director compensation. The non-executive director compensation program may be modified, replaced, superseded or cancelled by the Board (inat any time. The elements of our non-employee director compensation are described below.

In the case of Mr. Archer, as our president and CEO, by the independent members of the Board) following a recommendation from thehis executive compensation and human resources committee. Non-employee director compensation is described below. Mr. Archer, whose compensation as president and CEO(which is described below under “Compensation Matters - Executive Compensation and Other Information - Compensation Discussion and Analysis) is reviewed annually by the independent members of the Board. Mr. Archer does not receive additional compensation for his service on the Board.

Non-employee director compensation.Non-employee directors receive annual cash retainers and equity awards. The chair of the Board, the lead independent director (if applicable), and committee chairs and members receive additional cash retainers. Non-employee directors who join the Board or a committee mid-year receive pro-rated cash retainers and equity awards, as applicable. Our non-employee director compensation program is based on service during the calendar year; however, SEC rules require us to report compensation in this proxy statement on a fiscal year basis. Cash compensation paid to non-employee directors for the fiscal year ended June 28, 2020,25, 2023, together with the annual cash compensation program components in effect for calendar years 20202023 and 2019,2022, is shown below.

Lam Research Corporation 2023 Proxy Statement  25

Table of Contents

Figure 17.18. Director Annual Retainers

 

  Annual Retainers(1) Calendar Year 2020
($)
        Calendar Year 2019
($)
        Fiscal Year 2020
($)
 

Non-employee Director

  75,000  75,000  75,000

Chair

  130,000  120,000  130,000

Audit Committee – Chair

  30,000  30,000  30,000

Audit Committee – Member

  12,500  12,500  12,500

Compensation and Human Resources Committee – Chair

  20,000  20,000  20,000

Compensation and Human Resources Committee – Member

  10,000  10,000  10,000

Nominating and Governance Committee – Chair

  15,000  15,000  15,000

Nominating and Governance Committee – Member

  5,500  5,500  5,500
 Annual Retainers(1)Calendar Year 2023
($)
 Calendar Year 2022
($)
 Fiscal Year 2023 
($)
 
 Non-employee Director87,500 87,500 87,500 
 Chair150,000 150,000 150,000 
 Audit Committee−Chair35,000 35,000 35,000 
 Audit Committee−Member15,000 15,000 15,000 
 Compensation and Human Resources Committee−Chair30,000 30,000 30,000 
 Compensation and Human Resources Committee−Member10,000 10,000 10,000 
 Nominating and Governance Committee−Chair20,000 20,000 20,000 
 Nominating and Governance Committee−Member10,000 10,000 10,000 

(1)

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

Each non-employee director also receives an annual equity grantaward on the first Friday following the annual meeting. For the grants madeequity awards granted in November 2019,2022, these had a targeted grant date value equal to $210,000$215,000 (the number of RSUs subject to the award is determined by dividing $210,000$215,000 by the 30 trading day average of the closing price of a share of Companyour common stock as ofprior to the date of grant, rounded down to the nearest 10 shares)whole share). These grantsawards generally vest on October 31 in the year following the grant and are subject to the terms and conditions of the Company’s 2015 Stock Incentive Plan, as amended or the(the “2015 Plan,”Plan”), and the applicable award agreements. These grantsawards immediately vest in full: (1) if a non-employee director dies or becomes subject to a “disability” (as determined pursuant to the 2015 Plan), (2) upon the occurrence of a “Corporate Transaction” (as defined in the 2015 Plan), or (3) on the date of the annual meeting, if the annual meeting during the year in which the award was expected to vest occurs prior to the vest date and the non-employee director is not re-elected or retires or resigns effective immediately prior to the annual meeting. Non-employee directors who commence service after the annual equity award has been granted receive on the first Friday following the first regularly scheduled, quarterly Board meeting attended a pro-rated grant award based on the number of regularly scheduled, quarterly Board meetings remaining in the year as of the effective date and time of the director’s appointment. The pro-rated grants awards are subject to the same vesting schedule, terms and conditions as the annual equity awards, except that if the award is granted on the first Friday following the regularly scheduled quarterly November Board meeting, the grantaward vests immediately.

On November 8, 2019,11, 2022, each director at such time other(other than theour president and CEOCEO) received a grant of 770563 RSUs for service during calendar year 2020.2023. Unless there is an acceleration event, thesethe RSUs granted to each current director for service during calendar year 20202023 will vest in full on October 31, 2020,2023, subject to the director’s continued service on the Board. On February 10, 2023, Dr. Kang, who was appointed to the Board effective February 7, 2023, also received a prorated grant of 452 RSUs for service during calendar year 2023. The following table shows compensation for fiscal year 20202023 for persons serving as directors during fiscal year 20202023 other than Mr. Archer:

Figure 18. FY202019. Director Compensation for Fiscal Year 2023

 

 
Director Compensation for Fiscal Year 2020 
 

 

 Fees Earned or Paid in
Cash
($)
  

      Stock Awards

($)(1)

  

All Other
            Compensation

($)(2)

                           Total
($)
 

Sohail U. Ahmed

  112,500  (3)   305,059  (4)(5)      417,559

Eric K. Brandt

  110,500  (6)   206,476  (4)      316,976

Michael R. Cannon

  102,500  (7)   206,476  (4)      308,976

Youssef A. El-Mansy

  85,000  (8)   206,476  (4)   33,516  324,992

Christine A. Heckart(9)

            

Catherine P. Lego

  100,500  (10)   206,476  (4)   32,096  339,072

Bethany J. Mayer

  131,250  (11)   305,059  (4)(5)      436,309

Stephen G. Newberry(9)

        33,516  33,516

Abhijit Y. Talwalkar

  220,500  (12)   206,476  (4)      426,976

Lih Shyng (Rick L.) Tsai

  85,000  (13)   206,476  (4)      291,476

Leslie F. Varon

  131,250  (14)   305,059  (4)(5)      436,309
  

Fees Earned or

Paid in Cash

($)

 

Stock Awards

($)(1)

 

All Other

Compensation

($)(2)

Total
($)

 
 Sohail U. Ahmed103,750(3) 278,246(4) 381,996 
 Eric K. Brandt127,500(5) 278,246(4) 405,746 
 Michael R. Cannon122,500(6) 278,246(4) 400,746 
 Ho Kyu Kang87,500(7) 226,086(8) 313,586 
 Catherine P. Lego(9)  30,97830,978 
 Bethany J. Mayer115,000(10) 278,246(4) 393,246 
 Jyoti K. Mehra100,000(11) 278,246(4) 378,246 
 Abhijit Y. Talwalkar257,500(12) 278,246(4) 535,746 
 Lih Shyng (Rick L.) Tsai97,500(13) 278,246(4) 375,746 
 Leslie F. Varon122,500(14) 278,246(4) 400,746 

(1)

The amounts shown in this column represent the grant date fair value of unvested RSU awards granted during fiscal year 20202023 in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718, Compensation — Stock Compensation or “ASC 718.”(“ASC 718”). However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. The assumptions used to calculate the fair value of RSUs was calculated based on the RSUs in fiscal year 2020 are set forth in Note 5 to the Consolidated Financial Statementsfair market value of the Company’s annual report on Form 10-Kcommon stock at the date of grant, discounted for the fiscal year ended June 28, 2020.

dividends.

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Lam Research Corporation 2020 Proxy Statement  19


(2)

Represents the portion of medical, dental, and vision premiums paid by the Company.

 

(3)

Mr. Ahmed received $112,500,$103,750, representing his annual retainerretainers for calendar year 20202023 of $75,000$87,500 for service as a director and $15,000 for service as a member of the audit committee, and prorated annual retainer for calendar year 20192022 of $37,500$1,250 for service as a director.

member of the audit committee.

26 

(4)

On November 8, 2019,11, 2022, each non-employee director who was on the boardBoard at such time received an annual grant for calendar year 20202023 of 770563 RSUs, based on the $272.6830 trading day average of the closing price per share of Lam’s common stock prior to the grant date, $381.23, and the target value of $210,000,$215,000, rounded down to the nearest 10 shares.

share. All of these RSUs (and no other non-employee director equity awards) were outstanding and unvested as of June 25, 2023.

 

(5)

On August 30, 2019, Mr. Ahmed and Mses. Mayer and Varon each received a prorated annual grant for calendar year 2019 of 470 RSUs based on the $210.51 closing price of Lam’s common stock and the target value of $100,000, rounded down to the nearest 10 shares.

(6)

Mr. Brandt received $110,500,$127,500, representing his annual retainers for calendar year 20202023 of $75,000$87,500 for service as a director, $30,000 for service as the chair of the auditcompensation and human resources committee, and $5,500$10,000 for service as a member of the nominating and governance committee.

 

(7)(6)

Mr. Cannon received $102,500,$122,500, representing his annual retainers for calendar year 20202023 of $75,000$87,500 for service as a director, $15,000$20,000 for service as the chair of the nominating and governance committee, and $12,500$15,000 for service as a member of the audit committee.

 

(7)Dr. Kang earned $87,500, representing his annual retainer for calendar year 2023 of $87,500 for service as a director, but due to the timing of payment of his retainer, he did not receive the retainer during fiscal year 2023.

(8)

On February 10, 2023, Dr. El-MansyKang, who was appointed to the Board effective February 7, 2023, received $85,000,an annual grant for calendar year 2023 of 452 RSUs, based on the 30 trading day average of the closing price per share of Lam’s common stock prior to the grant date, $474.68, and the target value of $215,000, rounded down to the nearest share.

(9)Ms. Lego retired from the Board effective as of November 7, 2022, and, as a result, did not receive an annual retainer during fiscal year 2023.

(10)Ms. Mayer received $115,000, representing hisher annual retainers for calendar year 20202023 of $75,000$87,500 for service as a director, $15,000 for service as a member of the audit committee, and $10,000 for service as a member of the nominating and governance committee, and prorated annual retainer for calendar year 2022 of $2,500 for service as a member of the nominating and governance committee.

(11)Ms. Mehra received $100,000, representing her annual retainer for calendar year 2023 of $87,500 for service as a director and $10,000 for service as a member of the compensation and human resources committee.

(9)

Ms. Heckart resigned fromcommittee, and Mr. Newberry retired from the Board effective as of November 4, 2019 and as a result these former directors did not receiveprorated annual retainers during fiscal year 2020.

(10)

Ms. Lego received $100,500, representing her annual retainersretainer for calendar year 20202022 of $75,000 for service as a director, $20,000 for service as the chair of the compensation and human resources committee, and $5,500$2,500 for service as a member of the nominatingcompensation and governancehuman resources committee.

 

(11)

Ms. Mayer received $131,250, representing her annual retainers for calendar year 2020 of $75,000 for service as a director and $12,500 for service as a member of the audit committee, and prorated annual retainers for calendar year 2019 of $37,500 for service as a director and $6,250 for service as a member of the audit committee.

(12)

Mr. Talwalkar received $220,500,$257,500, representing his annual retainers for calendar year 20202023 of $75,000$87,500 for service as a director, $130,000$150,000 for service as chairman, $10,000 for service as a member of the compensation and human resources committee, and $5,500$10,000 for service as a member of the nominating and governance committee.

 

(13)

Dr. Tsai received $85,000,$97,500, representing his annual retainers for calendar year 20202023 of $75,000$87,500 for service as a director and $10,000 for service as a member of the compensation and human resources committee.

(14)

Ms. Varon received $131,250,$122,500, representing her annual retainers for calendar year 20202023 of $75,000$87,500 for service as a director and $12,500$35,000 for service as a memberthe chair of the audit committee, and prorated annual retainers for calendar year 2019 of $37,500 for service as a director and $6,250 for service as a member of the audit committee.

Other benefits.benefits. Any members of the Board enrolled in the Company’s health plans on or prior to December 31, 2012, can continue to participate after retirement from the Board in the Company’s Retiree Health Plans. The Board eliminated this benefit for any person who became a director after December 31, 2012. The most recent valuation of the Company’s accumulated post-retirement benefit obligation under Accounting Standards CodificationASC 715, Compensation-Retirement Benefits as of June 28, 2020,25, 2023, for eligible directors and the current directors who may become eligible, is shown below. Factors affecting the amount of post-retirement benefit obligation include current age, age at retirement, coverage tier (e.g., single, plus spouse, plus family), interest rate, and length of service.

Figure 19. FY202020. Accumulated Post-Retirement Benefit Obligations

 

Name
  Name

Accumulated
Post-Retirement
Benefit Obligation,

as of June 28, 2020
25, 2023
($)

 

Sohail U. Ahmed

Eric K. Brandt

Michael R. Cannon

John M. Dineen

Youssef A. El-Mansy

Ho Kyu Kang594,000

Christine A. Heckart

Catherine P. Lego

377,000481,000

Bethany J. Mayer

Jyoti K. Mehra

Stephen G. Newberry

849,000

Abhijit Y. Talwalkar

Lih Shyng (Rick L.) Tsai

Leslie F. Varon

Lam Research Corporation 2023 Proxy Statement  27

  

Leslie F. Varon

Compensation Matters

 

Executive Compensation and Other Information

Compensation Discussion and Analysis

This Compensation Discussion and Analysis or “CD&A,”(“CD&A”) describes our executive compensation program. Our CD&A discusses compensation earned by our fiscal year 20202023 “Named Executive Officers,” or “NEOs,”Officers” (“NEOs”), who are as follows:

Figure 20. FY2020 NEOs21. Named Executive Officers for Fiscal Year 2023

 

Named Executive OfficerPosition(s)

Timothy M. Archer

President and Chief Executive Officer

Douglas R. Bettinger

Executive Vice President and Chief Financial Officer

Richard A. Gottscho

Patrick J. Lord
Executive Vice President and Chief TechnologyOperating Officer

Patrick J. Lord

Vahid Vahedi
Executive Vice President, Customer Support Business Group and Global Operations

Seshasayee (Sesha) Varadarajan

Senior Vice President and General Manager, Deposition Business UnitChief Technology Officer
Seshasayee (Sesha) VaradarajanSenior Vice President, Global Products Group

Our CD&A is organized according to the following structure:

 

 Table of ContentsPage 

I.
Overview of Executive CompensationTable of ContentsPage
29 
I.Overview of Executive Compensation22

Our Business, Our Industry Environment, and Our Financial Performance23
30 

Executive Compensation Philosophy and Program Design24
31 

20192022 Say on Pay Voting Results and Stockholder Outreach26
33 
II.Executive Compensation Governance and Procedures27
34 

Role of the Compensation and Human Resources Committee27
34 

Role ofOf Committee Advisors28
34 

Role of Management28
35 

Peer Group Practices and Survey Data28
35 

Assessment of Compensation Risk29
36 

Tax and Accounting Considerations29
36 
III.Primary Components of NEO Compensation; CY2019CY2022 Compensation Payouts; CY2020CY2023 Compensation Targets and Metrics30
36 

Base Salary30
36 

Annual Incentive Program30
37 

Long-Term Incentive Program35
43 

Compensation Recovery, or “Clawback” Policy38
46 

Stock Ownership Guidelines39
46 

Employment/Severance/Change in Control Arrangements39
46 

Other Benefits Not Available to All Employees46  39

 

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Lam Research Corporation 2020 Proxy Statement  21


28 

Table of Contents

I. OVERVIEW OF EXECUTIVE COMPENSATION

To align with stockholders’ interests, our executive compensation program is designed to foster a pay-for-performance culture and achieve the executive compensation objectives described in “Executive Compensation Philosophy and Program Design - Executive Compensation Philosophy” below. We have structured our compensation program and payouts to reflect these goals. Highlights of our executive compensation program are listed in “Proxy“Proxy Statement Summary – Summary–Figure 7. Executive Compensation HighlightsHighlights” above. Our president and CEO’s compensation in relation to each of our revenue and net income, as well as the Company’s cumulative five-year total shareholder return on common stock compared against the cumulative returns of other indexes,indices, are shown below.

Figure 21. FY2015-FY202022. CEO Pay for Performance for Fiscal Years 2018-2023

CEO Pay for Performance

 

LOGO

 

(1)

“CEO Total Compensation” consists of base salary, annual incentive payments, accrued values of the cash payments under the long-term incentive program when applicable and grant date fair values of equity-based awards both under the long-term incentive program or otherwise, and all other compensation as reported in the Summary Compensation TableTable” below.

The CEO Total Compensation for fiscal year 2019 represents Mr. Archer’s compensation for service as president and COO until December 5, 2018 and thereafter until the end of the 2019 fiscal year as president and CEO. For years prior to and after fiscal year 2019, the CEO Total Compensation relates to the compensation of the applicable CEO.

The CEO Total Compensation for fiscal year 2019 represents Mr. Archer’s compensation for service as president and COO until December 5, 2018 and thereafter until the end of the 2019 fiscal year as president and CEO. For 2020 and years prior to fiscal year 2019, the CEO Total Compensation relates to the compensation of the applicable CEO.

The graph below compares Lam’s cumulative five-year total shareholder return on common stock with the cumulative total returns of the Nasdaq Composite Total Return Index, the Standard & Poor’s (“S&P”) 500 (TR) Index, and the Philadelphia Semiconductor Sector Total Return Index. The graph tracks the performance of a $100 investment in our common stock and in each of the indices (with the reinvestment of all dividends) for the five years ended June 28, 2020.25, 2023.

Lam Research Corporation 2023 Proxy Statement  29

Table of Contents

Figure 22.23. Comparison of Cumulative Five-Year Total Return

COMPARISON OF CUMULATIVE FIVE-YEAR TOTAL RETURN*

Among the Company, the Philadelphia Semiconductor Sector Total Return
Index,

the Nasdaq Composite Total Return Index, and


the S&P 500 (TR) Index
Index**

 

LOGO

 

*

$100 invested on June 28, 201524, 2018 in stock or June 30, 2015 in index, including reinvestment of dividends. Indexes calculated on month-end basis.

**

Copyright © 2020 2023 Standard & Poor’s, a division of S&P Global. All rights reserved.

To understand our executive compensation program fully, we believe it is important to understand:

 

our business, our industry environment, and our financial performance; and

our executive compensation philosophy and program design.

Our Business, Our Industry Environment, and Our Financial Performance

An overview of our business and industry environment is set forth in “Proxy“Proxy Statement Summary” on page 1.

Although we have a June fiscal year end, our executive compensation program is generally designed and oriented on a calendar year basis to correspond with our calendar year-based business planning. This CD&A generally reflects a calendar year or “CY”,(“CY”) orientation rather than a fiscal year or “FY”,(“FY”) orientation, as shown below. The Executive Compensation Tables at the end of this CD&A are based on our fiscal year, as required by SEC regulations.

Figure 23.24. Executive Compensation Calendar-Year Orientation

 

 
 Fiscal Year 2020 
 
 Relevant for executive compensation tables 
  
Calendar Year 2019 Calendar Year 2020
 
Relevant for compensation program design and orientation
   
Jan-Jun Jul-Dec Jan-Jun Jul-Dec
  
2019 2020

30 

Table of Contents

In calendar year 2019 demand for semiconductor2022, there were higher investments in wafer fabrication equipment declinedspending relative to calendar year 2018, with memory segment spending2021, driven by increasing manufacturing complexity in particular declining significantly year-over-year. Against this challenging backdrop, Lam delivered strong financial performance.NAND, DRAM, and foundry/logic devices, as well as robust secular demand for semiconductors in a number of areas including cloud computing, artificial intelligence, 5G networks, and the Internet of Things.

 

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Lam Research Corporation 2020 Proxy Statement  23


Highlights for calendar year 2019:2022:

 

achieved revenuesrevenue of approximately $9.5$19.0 billion for the calendar year;year, representing an approximately 15% increase over calendar year 2021;

generated operating cash flow of approximately $2.6$3.5 billion, which represents approximately 27%19% of revenues; and

generated sufficient cash flow to support payment of approximately $662$860 million in dividends to stockholders, a 31% increase compared to calendar year 2018.stockholders.

In the first half of calendar year 2020,2023, wafer fabrication equipment spending has strengtheneddeclined primarily from demand weakness in the NAND and Foundry/Logic segments, driven by increasesmemory segment. Additionally, the United States government imposed new controls in semiconductor demand and our customers’ technology-oriented investments. The COVID-19 pandemic has created volatilityOctober 2022, which significantly impacted trade with China for the semiconductor industry, but we are seeing improvements in our own operations and thoseshipment of our suppliers.

In an improved wafer fabrication spending environment,equipment and related parts and services.

For the March and June 2023 quarters combined, Lam has delivered solid operating income and cash generation with revenues of $5.3approximately $7.1 billion, and operating cash flows of $1.4 billion earned from the March and June 2020 quarters combined.approximately $2.8 billion.

Executive Compensation Philosophy and Program Design

 

Executive Compensation Philosophy

The philosophy of our compensation and human resources committee that guided this year’s awards and payout decisions is that our executive compensation program should:

 

provide competitive compensation to attract and retain top talent;

provide total compensation packages that are fair to employees and reward corporate, organizational, and individual performance;

align pay with business objectives while driving exceptional performance;

optimize value to employees while maintaining cost-effectiveness to the Company;

create stockholder value over the long-term;

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

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

provide rewards when results have been demonstrated.

Our compensation and human resources committee’s executive compensation objectives are to motivate:

 

performance that creates long-term stockholder value;

outstanding performance at the corporate, organization, and individual levels; and

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

Program Design

Our program design incorporates an annual review of each of the compensation elements. However, a review canadditional reviews may be undertaken whenever there is a change in roles or responsibilities or a new hire joins the Company.

Our program design uses a mix of annual and long-term components, and a mix of cash and equity components. Our executive compensation program includes base salary; an annual incentive program or “AIP”(“AIP”); a long-term incentive program or “LTIP”(“LTIP”); promotion, retention and/or new hire awards whenever necessary; as well as stock ownership guidelines and a compensation recovery policy. The primary elements of our executive compensation program are listed in Figure 2425 below and are described in more detail in “III. Primary Components of NEO Compensation; CY2019CY2022 Compensation Payouts; CY2020CY2023 Compensation Targets and Metrics” below.

Lam Research Corporation 2023 Proxy Statement  31

Table of Contents

Figure 24.25. Compensation Components

 

Element

  Element

How it is Paid

Purpose/Design

Base Salary

CashWe believe the purpose of base salary is to provide competitive compensation to attract and retain top talent and to provide employees, including our NEOs, with a fixed and fair amount of compensation for the jobs they perform. Accordingly, we seek to ensure that our base salary levels are competitive in reference to Peer Grouppeer group practice and market survey data.

Annual Incentive
Program (AIP)

Cash

Our annual incentive program is designed to provide annual, performance-based compensation that is based on the achievement of pre-set annual financial, strategic, and operational objectives aligned with outstanding performance, and will allow us to attract and retain top talent, while maintaining cost-effectiveness to the Company.

For more details regarding the design of the annual incentive program, see “III. Primary Components of NEO Compensation; CY2019CY2022 Compensation Payouts; CY2020CY2023 Compensation Targets and Metrics - Annual Incentive Program” below.

Long-Term Incentive Program (LTIP)

A combination of: 

•   market-based performance restricted stock units (“Market-based PRSUs”); 

•   stock options; and 

•   service-based RSUs

50% Market-based PRSUs

50% combination of stock options and service-based RSUs

Our long-term incentive program is designed to attract and retain top talent, provide competitive levels of compensation, align pay with stock performance over a multi-year period, reward our NEOs for outstanding Company performance, and create stockholder value over the long-term.

The program design provides that 50% of the target award opportunity is awarded in Market-based PRSUs and the remaining 50% in a combination of Market-based PRSUs, stock options, and service-based RSUs, with at least 10% ofRSUs. 

For more details regarding the award in each of these two vehicles. In 2020, the percentagesdesign of the LTIP, target award opportunity awarded in stock optionssee “III. Primary Components of Named Executive Officer Compensation; Calendar Year 2022 Compensation Payouts; Calendar Year 2023 Compensation Targets and service-based RSUs were 10% and 40%, respectively.Metrics−Long-Term Incentive Program−Design” below. 

As illustrated below, our program design is weighted toward performance and stockholder value. The performance-based program components include annual incentive program cash payoutspayout opportunities and market-based equity and stock option awards under the LTIP.

Figure 25. CY2020 Average26. NEO Compensation Target Pay Mix Averages

 

LOGO

(1)

The Company’s LTIP design provides that 50% of the target award opportunity is awarded in Market-based PRSUs and the remaining 50% in a combination of Market-based PRSUs, stock options and service-based RSUs, with at least 10% of the award in each of these last two vehicles. In 2020,calendar years 2022 and 2023, for our CEO and NEOs who are executive vice presidents, the percentages of the LTIP target award opportunity awarded in Market-based PRSUs, stock options and service-based RSUs were 10%60%, 20% and 40%20%, respectively; while for NEOs who are senior vice presidents, the percentages of the LTIP target award opportunity awarded in Market-based PRSUs, stock options and service-based RSUs were 55%, 15% and 30%, respectively. See “III.III. Primary Components of Named Executive Officer Compensation; Calendar Year 20192022 Compensation Payouts; Calendar Year 20202023 Compensation Targets and Metrics – Long-Term Incentive Program – Design”Design for further information regarding the impact of such a target pay mix..

mix.

(2)

For purposes of this illustration, we include Market-based PRSUs and stock options as performance-based, but do not classify service-based RSUs as performance-based.

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Lam Research Corporation 2020 Proxy Statement  25


32 

Table of Contents

20192022 Say on Pay Voting Results and Stockholder Outreach

We evaluate our executive compensation program and practices at least annually. Among other things, we consider the outcome of our most recent advisory vote on named executive officer compensation, or Say“Say on Pay, and input we receive from our stockholders. As is described above in more detail in “Governance Matters - Corporate Governance - Stockholder Engagement,” we engage regularly with our stockholders, typically outside of our proxy solicitation period, on matters including executive compensation.

The primary components of our executive compensation program have remained consistent over the last several years and, until last year,in general, have received continuing support from our stockholders, have historically cast greater than 90% of votesas reflected in favor of the voting results for our annual Say on Pay proposal, asproposals shown in Figure 2627 below. In 2019, our stockholders approved our 2019 Say on Pay proposal by a vote of 67.1% of votes cast in favor, 29.3% cast against, and 3.6% abstaining. Excluding abstentions, 69.6% of votes were cast for, as compared to 30.4% of votes cast against.6

Figure 26.27. Historical Say on Pay Votes(1)

 

LOGO

 

(1)

Percentages represented are as a percentage of votes cast. AbstentionsFor purposes of this figure, abstentions are treated as votes cast and have the effect of “no”“Against” votes with respect to the Say on Pay proposal.

While

In 2022, we believe that our most recent Say on Pay vote signifies our stockholders’ continuing support ofengaged in extensive stockholder outreach regarding our executive compensation program and practices, we recognize that some of our stockholders have concerns regarding certain compensation decisions made in fiscal year 2019, which contributedprior to the lower level of support our Say on Pay proposal received in 2019.

As is described above in more detail above in “Governance Matters – Corporate Governance – Stockholder Engagement,” we engage regularly with our stockholders, typically outside of our proxy solicitation period, on matters including compensation. In 2019, after Institutional Shareholder Services, or ISS, recommended that stockholders vote against our Say on Pay proposal, we engaged in additional outreach to our stockholders during the proxy solicitation period, covering planned enhancements to our executive compensation disclosures in order to understandour 2022 proxy statement, and address any concerns they might havedesign considerations relating to executive compensation and our Say on Pay proposal. The chair of our compensation and human resources committee, Catherine P. Lego, or our then-Lead Independent Director, Abhijit Y. Talwalkar, led these discussions.

The primary topic of discussion was the one-time issuance of promotion and retention equity awards that we granted to our CEO and CFO, respectively, in connection with our leadership transition that occurred at the end of 2018, and in particular, with the absence of performance-based vesting. In addition, some stockholders also expressed an interest in better understanding how the individual performance factor component of our annual incentive program is associated with the achievement of business results and supports our pay for performance philosophy.LTIP, among other topics. Figure 2728 below summarizes what we heard from our stockholder outreach with respect to executive compensation,stockholders, our perspective on those views, and whathow we are doing in response.

Figure 27. Executive Compensation Stockholder Outreach

What we heard from investorsOur perspectiveWhat we are doing

Use and Structure of Special Equity Awards

Some stockholders were concerned by our issuance, in December 2018, of one time promotion or retention awards to two of our NEOs in connection with a management transition, and in particular, with the structure of these awards, including the lack of performance conditions.

We view the special equity awards as a one-time supplement to our regular compensation program that served a critical purpose in our management transition, by stabilizing our leadership structure, maintaining our focus on execution to its plans, and avoiding potential disruption and distraction at a critical time.

We do not anticipate granting significant one-time awards to current NEOs without a performance-based component.

Our Regular Executive Compensation Program

Our stockholders generally view our executive compensation practices as appropriately aligning pay and performance.

Some stockholders would like to see more disclosure relating to the individual performance factor component of the annual incentive program in order to better understand how the program supports pay for performance. Some stockholders also expressed interest in understanding whether our program includes goals and objectives related to ESG matters.

While we do not disclose in detail the specific metrics and goals that make up the individual performance factors for our NEOs, because they relate to strategic, operational, and organizational activities that we regard as competitively sensitive, we have an opportunity to better explain how the individual performance factors contribute to our business and financial performance and to explain how topics of interest to stockholders, such as ESG, may be reflected in individual performance factors.

We have added additional detail to better explain the linkage between the operating metrics we use to manage our business, and the individual performance factor metrics and goals against which our NEOs’ performance is assessed.

For calendar year 2020, all of our NEOs have individual performance factor metrics and goals related to culture, talent, and inclusion and diversity as part of the annual incentive program.

have responded. Other than the changes noted above,described below and in this CD&A, our compensation and human resources committee determined to maintain our executive compensation program and practices in their current form for calendar year 2020,2023, in light of our stockholders’ continuing support.

Figure 28. 2022 Executive Compensation Stockholder Outreach

TopicsWhat we heard from our stockholdersOur perspective/How we responded
Our Annual
Incentive
Program
We received favorable feedback from stockholders on our additional disclosure relating to the individual performance factor component of the AIP, which was intended to assist stockholders in better understanding how the program supports pay for performance.Beginning with our 2021 proxy statement, we have added extensive detail to explain how the individual performance factor component of our AIP is determined. We recognize the need to explain how the individual performance factor component of our AIP is linked to the operating metrics we use to manage our business, and ultimately to our business results and financial performance.
Our Long-Term Incentive
Program
We received positive feedback on the increase to the relative weighting of Market-based PRSUs in the calendar year 2022 LTIP. Overall, stockholders continued to be satisfied with the design and pay-for-performance alignment of our LTIP.

Having substantially increased the relative weighting of Market-based PRSUs in the 2022 LTIP in order to enhance the alignment of pay with performance, our compensation and human resources committee did not make further changes to the program for the 2023 LTIP. However, the committee regularly evaluates the structure of our compensation programs, with the assistance of their compensation consultant, to ensure that our programs continue to serve their intended purposes. 

6In 2019, our Say on Pay Proposal received low support, subsequent to which we undertook extensive engagement efforts to understand investors’ views and worked to address the questions and concerns voiced in those conversations. Support for Say on Pay returned to historic levels in 2020 and has been maintained, demonstrating the effectiveness of our engagement program and stockholders’ generally strong support for our pay practices.

Lam Research Corporation 2023 Proxy Statement  33

II. EXECUTIVE COMPENSATION GOVERNANCE AND PROCEDURES

Role of the Compensation and Human Resources Committee

 

Our Board has delegated certain responsibilities to the compensation and human resources committee, or for purposes of this CD&A, the “committee,” through a formal charter. The committee17 oversees the compensation programs in which our presidentCEO and chiefhis direct reports who are executive officer and our CEO’s direct executive andor senior vice president reportspresidents participate. The independent members of our Board approve the compensation packages and payouts for our CEO. TheOur CEO is not present for any decisions regarding his compensation packages and payouts.

Committee responsibilities include, but are not limited to:

 

reviewing and approving the Company’s executive compensation philosophy, objectives, and strategies;

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

reviewing, and approving where appropriate, equity-based compensation plans;

causing the Board to perform a periodic performance evaluation of theour CEO;

recommending to the independent members of the Board (as determined under Nasdaq’s listing standards) corporate goals and objectives under the Company’s compensation plans, compensation packages (e.g., annual base salary level, annual cash incentive award, long-term incentive award and any employment agreement, severance arrangement, change-in-control arrangement, equity grant, or special or supplemental benefits, and any material amendment to any of the foregoing) as applicable to theour CEO, and compensation payouts for theour CEO;

annually reviewing with theour CEO the performance of the Company’s other executive officers in light of the Company’s executive compensation goals and objectives and approving the compensation packages and compensation payouts for such individuals;

reviewing and recommending for appropriate Board action all cash, equity-based and other compensation packages, and compensation payouts applicable to the chair and other non-employee members of the Board;

overseeing management’s determination as to whether the compensation policies and practices, including those related to pay equity laws, create risks that are reasonably likely to have a material adverse effect on the Company;

reviewing the results of “Say on Pay” votes and approving where appropriate, equity-basedconsidering whether any adjustments to the Company’s executive compensation plans.

program are appropriate; and

establishing stock ownership guidelines applicable to the Company’s executive officers and recommending to the Board stock ownership guidelines applicable to the chair and other members of the Board.

The committee is authorized to delegate its authority and responsibilities as it deems proper and consistent with legal requirements to its members, any other committee of the Board and/or one or more officers of the Company, in accordance with the provisions of

1 For purposes of this CD&A, a reference to a compensation action or decision by the committee with respect to our chief executive officer means an action or decision by the independent members of our Board after considering the recommendation of the committee and, in the case of all other NEOs, an action or decision by the committee.

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Lam Research Corporation 2020 Proxy Statement  27


the Delaware General Corporation Law. For additional information on the committee’s responsibilities and authorities, see “Governance Matters - Corporate Governance - Board Committees - Compensation and Human Resources Committee” above.

In order to carry out these responsibilities, the committee receives and reviews information, analyses, and proposals prepared by our management and by the committee’s compensation consultant (see “Role of Committee Advisors” below).

Role of Committee Advisors

 

The committee is authorized to engage its own independent advisors to assist in carrying out its responsibilities. The committee has engaged the services of Compensia, Inc. (“Compensia”), or “Compensia,” a national compensation consulting firm, as the committee’s compensation consultant. Compensia provides the committee with independent and objective guidance regarding the amount and types of compensation for our chair, non-employee directors, and executive officers, and how these amounts and types of compensation compare to other companies’ compensation practices, as well as guidance on market trends, evolving regulatory requirements, compensation of our independentnon-employee directors, peer group composition, and other matters as requested by the committee.

Representatives of Compensia regularly attend committee meetings (including executive sessions without management present), communicate with the committee chair outside of meetings, and assist the committee with its consideration of performance metrics and goals. Compensia reports to the committee, not to management. At the committee’s request, Compensia meets with members of management to gather and discuss information that is relevant to advising the committee. The committee may replace Compensia or hire additional advisors at any time. Compensia has not provided any other services to the committee or to our management, and has received no compensation from us other than with respect to the services described above. The committee assessed the independence of Compensia pursuant to SEC rules and Nasdaq listing standards, including the following factors: (1) the absence of other services provided by it to the Company; (2) the fees paid to it by the Company as a percentage of its total revenue; (3) its policies and procedures

7For purposes of this CD&A, a reference to a compensation action or decision by the committee with respect to our CEO means an action or decision by the independent members of our Board after considering the recommendation of the committee and, in the case of all other NEOs, an action or decision by the committee.

34 

to prevent conflicts of interest; (4) the absence of any business or personal relationships with committee members; (5) the fact that it does not own any Lam common stock; and (6) the absence of any business or personal relationships with our executive officers. The committee assessed this information and concluded that the work of Compensia had not raised any conflict of interest.

Role of Management

 

Our CEO, with support from our human resources and finance organizations, develops recommendations for the compensation of our other executive officers. Typically, these recommendations cover base salaries, annual incentive program target award opportunities, long-term incentive program target award opportunities, and the criteria upon which these award opportunities may be earned, as well as actual payout amounts under the annual and long-term incentive programs.

The committee considers theour CEO’s recommendations within the context of competitive compensation data, the Company’s compensation philosophy and objectives, current business conditions, the advice of Compensia, and any other factors it considers relevant.

Our CEO attends committee meetings at the request of the committee but leaves the meeting for any deliberations related to and decisions regarding his own compensation, when the committee meets in executive session, and at any other time requested by the committee.

Peer Group Practices and Survey Data

 

In establishing the total compensation levels of our executive officers, as well as the mix and weighting of individual compensation elements, the committee monitors compensation data from a group of comparably sized companies in the technology industry or the(the “Peer Group,”Group”), which may differ from peer groups used by stockholder advisory firms. The committee selects the companies constituting our Peer Group based on their comparability to our lines of business and industry, annual revenue, and market capitalization, and our belief that we are likely to compete with them for executive talent. Our Peer Group is focused on U.S.-based, public semiconductor, semiconductor equipment and materials companies that file standard reports with the SEC as domestic issuers, and similarly-sized high-technology equipment and hardware companies with a global presence and a significant investment in research and development. The table below summarizes how the calendar year 2023 Peer Group companies compare to the Company:

Figure 28. 202029. Peer Group Revenue and Market Capitalization

 

    
  Metric Lam Research
($M)
 Target for
Peer Group
     Peer Group
Median
($M)
 

Revenue (last completed reported four quarters as of June 18, 2019)

 10,418 Approximately 0.33 to 3 times Lam  6,237

Market Capitalization (30-day average as of June 18, 2019)

 27,772 Approximately 0.33 to 3 times Lam  23,688 
 Metric Lam Research ($M) Target for Peer Group Peer Group Median
($M)
 
 Revenue (last completed reported four quarters as of July 5, 2022) 16,737 Approximately 0.33 to 3 times Lam 18,918 
 Market Capitalization (30-day average as of July 5, 2022) 64,664 Approximately 0.33 to 3 times Lam 75,385 

Based on these criteria, the Peer Group and targets may be modified from time to time. Our Peer Group was reviewed in August 20192022 to ensure that our Peer Group continues to fit within our Peer Group criteria outlined above, and no changes were made for calendar year 20202023 compensation decisions and based on the criteria identified above, one company was added to the peer group (Seagate Technology PLC) and one company was removed (Maxim Integrated Products, Inc.).decisions. Our Peer Group consists of the companies listed as follows:

Figure 29. CY202030. Peer Group Companies for Calendar Year 2023

 

Advanced Micro Devices, Inc.

KLA CorporationBroadcom Inc.SeagateMicrochip Technology PLCIncorporatedQualcomm Incorporated

Agilent Technologies, Inc.

MicrochipCorning IncorporatedMicron Technology, IncorporatedInc.Skyworks Solutions, Inc.Seagate Technology Holdings Plc

Analog Devices, Inc.

Micron Technology, Inc.Intel CorporationNVIDIA CorporationTexas Instruments Inc.

Applied Materials, Inc.

NetApp, Inc.KLA CorporationNXP Semiconductors N.V.Western Digital Corporation

Broadcom Limited

NVIDIA CorporationXilinx, Inc.

Corning Incorporated

ON Semiconductor Corporation

 

Juniper Networks, Inc.

Qualcomm Incorporated

We derive revenue, market capitalization, and NEO compensation data from public filings made by our Peer Group companies with the SEC and from other publicly available sources. Radford Technology Survey data may be used to supplement compensation data from public filings as needed. The committee reviews compensation practices and selected data on base salary, bonus targets, total cash compensation, equity awards, and total compensation drawn from the Peer Group companies and/or the Radford Technology Survey as a reference to help ensure compensation packages are consistent with market norms.

Base pay levels for each executive officer are generally set with reference to market-competitive levels and in reflection of each officer’s skills, experiences, and performance. Variable pay target award opportunities and total direct compensation for each executive officer are generally designed to deliver market-competitive compensation for the achievement of stretch goals, with downside risk for underperforming and upside reward for overperforming. For those executive officers who are new to their roles, compensation arrangements may be designed to deliver below-market compensation for a period of time. However, the committee

Lam Research Corporation 2023 Proxy Statement  35

does not “target” pay at any specific percentile. Rather, individual pay positioning depends on a variety of factors, such as prior job performance, job scope and responsibilities, skill set, prior experience, time in position, internal comparisons of pay levels for similar skill levels or positions, our goals to attract and retain executive talent, Company performance, and general market conditions.

Assessment of Compensation Risk

 

Management, with the assistance of Compensia, the committee’s independent compensation consultant, conducted a compensation risk assessment in 20202023 and concluded that risks arising from the Company’s current employee compensation programs are not reasonably likely to have a material adverse effect on the Company’s business.Company.

Tax and Accounting Considerations

 

Deductibility of Executive Compensation

Prior to 2018, and where applicable for grandfathered awards, section 162(m) of the Code imposed limitations on the deductibility for federal income tax purposes of compensation in excess of $1 million paid to our chief executive officer, and any of our three other most highly compensated executive officers (other than our chief financial officer) in a single tax year unless the compensation qualified as “performance-based compensation” within the meaning of the Code.

The committee considers a number of factors, including the deductibility of such compensation when making compensation decisions and retains the discretion to award compensation even if it is not deductible.

Taxation of “Parachute” Payments

Sections 280G and 4999 of the Code provide that “disqualified individuals” within the meaning of the Code (which generally includes certain officers, directors and employees of the Company) may be subject to additional tax if they receive payments or benefits in connection with a change in control of the Company that exceed certain prescribed limits. The Company or its successor may also forfeit a deduction on the amounts subject to this additional tax.

We did not provide any of our executive officers, any director, or any other service provider with a “gross-up”“gross-up” or other reimbursement payment for any tax liability that the individual might owe as a result of the application of sections 280G or 4999 during fiscal year 2020,2023, and we have not agreed and are not otherwise obligated to provide any individual with such a “gross-up”“gross-up” or other reimbursement as a result of the application of sections 280G and 4999.

 

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Lam Research Corporation 2020 Proxy Statement  29


Internal Revenue Code Section 409A

Section 409A of the Code imposes significant additional taxes on an executive officer, director, or service provider that receives
non-compliant
“deferred compensation” that is within the scope of section 409A. Among other things, section 409A potentially applies to cash awards under the LTIP, if any, the Elective Deferred Compensation Plan, certain equity awards, and severance arrangements.

To assist our employees in avoiding additional taxes under section 409A, we have structured the LTIP, the Elective Deferred Compensation Plan, and our equity awards in a manner intended to qualify them for exclusionexemption from, or compliance with, section 409A.

Accounting for Stock-Based Compensation

We follow Accounting Standards Codification (“ASC”)ASC 718 for accounting for our stock options and other stock-based awards. ASC 718 requires companies to calculate the grant date “fair value” of their stock option grants and other equity awards using a variety of assumptions. This calculation is performed for accounting purposes. ASC 718 also requires companies to recognize the compensation cost of stock option grants and other stock-based awards in their income statements over the period that an employee is required to render service in exchange for the option or other equity award.

III. PRIMARY COMPONENTS OF NEO COMPENSATION; CY2019CY2022 COMPENSATION PAYOUTS; CY2020CY2023 COMPENSATION TARGETS AND METRICS

This section describes the components of our executive compensation program. It also describes, for each component, the payouts to our NEOs for calendar year 20192022 and the forward-looking actions taken with respect to our NEOs in calendar year 2020.2023.

Base Salary

 

Adjustments to base salary are generally considered by the committee each year in February.

For calendar years 20202023 and 2019,2022, base salaries for NEOs were determined by the committee in February of each year, (other thanbased on the factors described in Figure 25 above. The base salaries for calendar year 2019 base salary for Mr. Bettinger, which was determined by the committee in November 2018 in connection with the expansion of the scope of his responsibilities) and2022 became effective on March 1 or the first day of the pay period that included March 1 (if earlier), based on the factors described above. The following. No base salary adjustments for 2020the NEOs were made for calendar year 2023 due to remain competitive relative to our Peer Group and reflect performance as follows: Mr. Archer’s base salary was increased by 5%, Mr. Bettinger’s base salary was increased by 3%, Dr. Gottscho’s base salary was increased by 2%, Dr. Lord’s base salary was increased by 10%the weakness in connection with his promotion to executive vice president and increased scopethe business environment at the beginning of responsibility as the executive responsible for both the customer support business group and global operations organization, and Mr. Varadarajan’s base salary was increased by 6%.calendar year. The base salaries of the NEOs for calendar years 20202023 and 20192022 are shown below.

36 

Figure 30.31. NEO Annual Base Salaries

 

  Named Executive Officer 

Annual Base Salary
2020 (1)

($)

  

Annual Base Salary
2019 (2)

($)

 

Timothy M. Archer

  1,050,000  1,000,000

Douglas R. Bettinger

  659,200   640,000 

Richard A. Gottscho

  596,031  584,344

Patrick J. Lord

  509,850   463,500 

Seshasayee (Sesha) Varadarajan

  480,392   453,200 
 Named Executive Officer Annual Base Salary
2023
($)
 Annual Base Salary
2022(1)
($)
 
 Timothy M. Archer 1,150,000 1,150,000 
 Douglas R. Bettinger 705,000 705,000 
 Patrick J. Lord 577,661 577,661 
 Vahid Vahedi 537,151 537,151 
 Seshasayee (Sesha) Varadarajan 537,151 537,151 

(1)

Effective February 24, 2020

21, 2022

 

(2)

Effective February 25, 2019

Annual Incentive Program

 

Annual Incentive Program Components

The components of our annual incentive program, each of which plays a role in determining actual payments made, are described in Figure 3132 below.

For calendar year 2023, the committee approved the addition of a new component to our annual incentive program, the Profitability Performance Factor.

Figure 31.32. Annual Incentive Program Components

 

Component

RoleExtent of Discretion Permitted

Funding Factor

Create a maximum payout amount from which annual incentive program payouts may be made.

Achievement of a minimum level of performance against the Funding Factor goals is required to fund any program payments.

The committee may exercise negative (but not positive) discretion against the Funding Factor result.

The committee primarily tracks the results of the Corporate Performance Factor and the Individual Performance Factors as a guide to using negative discretion.

Generally, the entire funded amount is not paid out.

Corporate Performance Factor

A corporate-wide metric and goal that is designed to be a stretch goal.

Applies to all NEOs.

The committee may exercise positive or negative discretion, provided the Funding Factor result is not exceeded.

Individual Performance Factors

Based on organization-specific metrics and goals that are designed to be stretch goals that apply to each individual NEO.The committee may exercise positive or negative discretion, provided the Funding Factor result is not exceeded.

Target Award Opportunity

The committee establishes individual target award opportunities for each NEO as a percentage of base salary. Specific target award opportunities are determined based on job scope and responsibilities, as well as an assessment of Peer Group data. Awards have a maximum payment amount defined as a multiple of the target award opportunity. The maximum award for 2019 and 2020 was set at 2.25 times target, consistent with prior years.N/A

 

LOGO

ForThe Funding Factor is set by the committee to create a maximum payout amount from which annual incentive program payouts may be made. The committee may exercise negative (but not positive) discretion against the Funding Factor result, and generally the entire funded amount is not paid out. Achievement of a minimum level of performance against the Funding Factor goal is required to fund any program payments. As a guide for using negative discretion against the Funding Factor result and for making payout decisions, the committee primarily tracks the results of the Corporate Performance Factor and Individual Performance Factors, which are typicallygenerally weighted equally.equally, and against which discretion may be applied in a positive or negative direction, provided the Funding Factor result is not exceeded.

The specific metric and goal for the Corporate Performance Factor, and the relative weightings of the Corporate Performance Factor and the Individual Performance Factors, are determined by the committee considering the recommendation of our CEO. The specific metric and goals for the Individual Performance Factors are determined by our CEO, or in the case of the CEO, by the committee.

The metrics and goals for the Corporate and Individual Performance Factorsannual incentive program are set annually in connection with our annual business planning cycle, and are directly connected to our annual business plans and goals. Goals are set depending on the business environment and the Company’s annual objectives and strategies, encompassed in the Annual Operating Plans for the companyCompany and the organizations managed by each of the NEOs, to ensure that they remain stretch goals regardless of changes in the business environment, which

Lam Research Corporation 2023 Proxy Statement  37

can vary significantly from year-to-year in our industry. Accordingly, as business conditions improve, goals are calibrated to require better performance, and if business conditions deteriorate, goals are calibrated to incentivize stretch performance under more difficult conditions. The interplay between our corporate planning cycle and our compensation planning and evaluation cycle is summarized in Figure 3233 below.

 

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Lam Research Corporation 2020 Proxy Statement  31


Figure 32.33. Annual Planning and Compensation Decision Cycle

 

LOGO

We believe that, over time, outstanding business results create stockholder value. Consistent with this belief, multiple performance-based metrics (non-GAAP(non-GAAP operating income, non-GAAP gross margin, product market share, and strategic, operational, and organizational metrics embodied in organizational Annual Operating Plans) are established for our NEOs as part of the Corporate and Individual Performance Factors.annual incentive program.

We believe the

The specific metrics and goals set under this program, together withand the exercise of discretionrelative weightings for the Performance Factors are determined by the committee as described above, have been effective to motivateconsidering the recommendation of our NEOs and the organizations they lead, and to achieve pay-for-performance results.

Figure 33. CY2017-CY2019 Annual Incentive Program Payouts

   

Calendar                

Year

 Average NEO’s
Annual Incentive
Payout as % of Target
Award  Opportunity
  Business Environment

2019

  97  Strong revenue, profitability, and cash generation performance despite an overall decrease in demand for semiconductor equipment driven by a decrease in memory investments partially offset by foundry/logic spending.

2018

  137 Strong operating performance and continued expansion of served available markets. Growth in demand for semiconductor equipment driven by the memory segment for both capacity and technology investments.

2017

  204 Strong operating performance and continued expansion of served available markets, supported by overall economic environment. Healthy demand for semiconductor equipment driven by capacity and technology investments.

Calendar Year 2019 Annual Incentive Program Parameters

In February 2019, the committee set the calendar year 2019 target award opportunities and established the metrics and goals for the Funding Factor, the metrics and annual goals for the Corporate Performance Factor, andCEO, other than the metrics and goals for the Individual Performance Factor, which are determined by our CEO, or in the case of the CEO, by the committee. Generally, the Performance Factors for each then-employed NEO.are weighted equally.

2019 Annual Incentive Program Funding Factor.

In February 2019,recent years, including calendar year 2022, the committee set used a Corporate Performance Factor, with the metric of non-GAAP operating income28 as a percentage of revenue or (“non-GAAP operating profit,” asmargin”), and an Individual Performance Factor, based primarily on our performance to corporate-level Annual Operating Plan goals, with each of the metric for the FundingCorporate Performance Factor for calendar year 2019, with the following goals:

a minimum achievement of 5% non-GAAP operating profit was required to fund any program payments, and

achievement of non-GAAP operating profit greater than or equal to 20% would result in the maximum funding of 225% of target,

with actual funding levels interpolated between those points.

Individual Performance Factor weighted equally. The committee selected non-GAAP operating profitmargin as the performanceCorporate Performance Factor metric because itthe committee believes that it is the performance metric that best reflects core operating results. Non-GAAP operating profitmargin is considered useful to investors for analyzing business trends and comparing performance to prior periods. By excluding certain costs and expenses that are not indicative of core results, non-GAAP results are more useful for analyzing business trends over multiple periods. See “Figure 37. Individual Performance Factor Components for Calendar Year 2022” below for additional detail regarding the determination of the Individual Performance Factor for calendar year 2022.

 

2Non-GAAP operating incomeFor calendar year 2023, in light of the focus by the Board, committee and management team on the profitability of the Company, the committee determined to add a third factor, the Profitability Performance Factor, to the 2023 annual incentive program, with the metric of non-GAAP gross margin as a percentage of revenue. The committee selected non-GAAP gross margin as a percentage of revenue as the Profitability Performance Factor metric because the committee believes that it is derived from GAAPthe performance metric that has the largest impact on the overall profitability of the Company. Non-GAAP gross margin as a percentage of revenue is considered useful to investors for analyzing the core profitability of the Company’s business and comparing performance to prior periods. Under the calendar year 2023 annual incentive program, the Corporate Performance Factor, Profitability Performance Factor and Individual Performance Factor will be weighted equally; however, the program was designed to cause Profitability Performance Factor results with chargesto scale up and creditsdown more rapidly (as compared to the Corporate Performance Factor) in the following line items excluded from GAAP resultsevent that the Company’s non-GAAP gross margin as a percentage of revenue were to outperform or underperform relative to the goal for applicable quarters during fiscal years 2020calendar year 2023, thereby increasing both the risk and 2019: amortization relatedpotential reward associated with the program as compared to intangible assets acquired through certain business combinations; gainsprior year programs that only incorporated the Corporate Performance Factor and losses on elective deferred compensation-related liability; and restructuring charges.

Individual Performance Factor.

2019 Annual Incentive Program Target Award Opportunities.The annual incentive programcommittee establishes individual target award opportunities for calendar year 2019 for each NEO were as set forth below in Figure 36 in accordance with the principles described above under “Executive Compensation Governancea percentage of base salary. Specific target award opportunities are determined based on job scope and Procedures -responsibilities, as well as an assessment of Peer Group Practicesdata. Awards have a maximum payment amount defined as a multiple of the target award opportunity.

8Non-GAAP operating income is derived from results determined in accordance with generally accepted accounting principles ("GAAP"), with charges and credits in the following line items excluded from GAAP results for applicable quarters during fiscal years 2023 and 2022: amortization related to intangible assets acquired through certain business combinations; product rationalization costs; restructuring charges; transformational costs; and elective deferred compensation-related liability net increase or decrease.

38 

We believe the metrics and Survey Data.”goals set under this program have been effective to motivate our NEOs and the organizations they lead, and to achieve pay-for-performance results.

2019

Figure 34. Annual Incentive Program Payouts for Calendar Years 2020-2022

 Calendar
Year
 Average NEO’s
Annual Incentive
Payout as % of
Target Award
Opportunity
 Business Environment 
 2022 96 Strong revenue, profitability, and operating cash generation performance despite global supply chain constraints and inflationary pressures. Our installed base grew, and semiconductor investments increased across both memory and foundry/logic segments. 
 2021 168 Strong revenue, profitability, and operating cash generation performance, with growth in our served available market, market share, and installed base. Semiconductor equipment investments increased across both memory and foundry/logic segments. 
 2020 137 Strong revenue and profitability performance, with growth in our served available market, market share, and installed base. Demand for semiconductor equipment increased across both memory and foundry/logic segments. 

Calendar Year 2022 Annual Incentive Program Parameters and Payout Decisions

In February 2022, the committee established the metrics and goals for the Funding Factor and the Corporate Performance Factor.Factor, set the calendar year 2022 target award opportunities, determined that the Corporate Performance Factor and the Individual Performance Factor should be weighted equally, and established the metrics and goals for the Individual Performance Factors for each then-employed NEO. In February 2019,2023, the committee considered the actual results under these factors and made payout decisions for the calendar year 2022 program.

2022 Annual Incentive Program Funding Factor and Corporate Performance Factor. In February 2022, the committee set non-GAAP operating profitmargin as the metric for the calendar year 2019Funding Factor and Corporate Performance Factor and set:for calendar year 2022.

For the Funding Factor, the committee set the following parameters for calendar year 2022:

 

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

achievement of non-GAAP operating margin greater than or equal to 20% would result in the maximum funding of 225% of target;

with actual funding levels interpolated between those points.

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

a goal of 26.5%non-GAAP operating margin of revenue32.0% for the year, which was designed to be a stretch goal, and which would result in a Corporate Performance Factor of 1.00;1.0; and

aachievement of non-GAAP operating margin greater than or equal to 37% would result in the maximum Corporate Performance Factor of 1.50 for the maximum payout.

payout;

These goals were

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

The Corporate Performance Factor goal was designed to be a stretch goals.goal. As is discussed above in “Annual Incentive Program Components”, goals are set annually depending on the business environment and the Company’s annual objectives and strategies, to ensure that they remain stretch goals regardless of changes in the business environment, which can vary significantly from year-to-year in our industry. As shown in Figure 34,35, over the five years through calendar years from 2015 through 2018, we steadilyyear 2022, the committee raised the Corporate Performance Factor goal year overyear-over-year each year as our outlook and the industry outlook improved. Forimproved, with the exception of calendar year 2019, the Corporate Performance Factor goal was set atwhen a level that was only slightly below that of the prior year, even as theweakened industry outlook for wafer fabrication equipment spending weakened, particularly within the memory segment, which was expected to decline from significant levels of investmentreflected in calendar year 2018.

Figure 34. CY2015-CY2019a Corporate Performance Factor goal that was slightly below that of the prior year.

Lam Research Corporation 2023 Proxy Statement  39

Table of Contents

Figure 35. Corporate Performance Factor Goals for Calendar Years 2018-2022

 

LOGO

2019 Annual Incentive Program Individual Performance Factors.For calendar year 2019, the performance metrics and goals for each NEO’s Individual Performance Factor were set based on the annual

Actual non-GAAP operating plans for the organization or organizations managed by that NEO, which collectively were intended to drive overall company performance. For competitive reasons, we do not disclose in detail the specific metrics and goals that make up the Annual Operating Plans for our business units, because they relate to strategic, operational, and organizational activities that we regard as competitively sensitive. However, all such metrics and goals constitute specific strategic, operational, and organizational performance objectives, are designed to be stretch goals, and are intended to deliver business results and create stockholder value. The calendar year 2019 metrics and goals that made up the Annual Operating Plans for our business units generally related to key areas such as financial performance, customer satisfaction, market share, product development and organizational development. For each of our NEOs, the relationship of their respective Individual Performance Factorsmargin was 31.7% for calendar year 2019 to the Annual Operating Plans for the organizations they managed is described in more detail below:

Mr. Archer’s Individual Performance Factor was based on the average of the Individual Performance Factors of all the executive and senior vice presidents reporting to him, subject to discretion based on the Company’s performance to business, strategic, and operational objectives. In approving Mr. Archer’s Individual Performance Factor, the independent members of the Board also evaluated Mr. Archer’s performance against his individual metrics and goals, which included metrics and goals related to financial performance, quality, safety, customer satisfaction, and human capital, including organizational health and inclusion and diversity.

Mr. Bettinger’s Individual Performance Factor was based on the Annual Operating Plan metrics and goals for the finance, global information systems, communications and investor relations organizations, including metrics and goals relating to financial performance, compliance, operational and organizational flexibility and speed, productivity, quality, and organizational effectiveness.

Dr. Gottscho’s Individual Performance Factor was based on the Annual Operating Plan metrics and goals for the central engineering group and the office of the chief technology officer, including metrics and goals related to financial performance, including revenue and profitability, expansion of served available markets, engineering productivity, research and development, and organizational development.

Dr. Lord’s Individual Performance Factor was based on the Annual Operating Plan metrics and goals for the customer support business group (CSBG), including metrics and goals related to financial performance, including revenue and profitability, customer experience, engineering and operational execution, product development, and organizational development.

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Lam Research Corporation 2020 Proxy Statement  33


Mr. Varadarajan’s Individual Performance Factor was based on the Annual Operating Plan metrics and goals for the deposition business unit, including metrics and goals related to market share, strategic risk reduction, financial performance, including revenue and profitability, customer experience, product development, engineering and operational execution, safety and organizational development.

Calendar Year 2019 Annual Incentive Program Payout Decisions

In February 2020, the committee considered the actual results under these factors and made payout decisions for the calendar year 2019 program. Actual non-GAAP operating profit was 26.17% for calendar year 2019.2022. This performance resulted in a Funding Factor of 225% of target and a Corporate Performance Factor of 0.9670.97 for calendar year 2019.2022.

In addition,

2022 Annual Incentive Program Target Award Opportunities.The annual incentive program target award opportunities for calendar year 2022 for each NEO were as set forth below in recommendingFigure 36 in accordance with the principles described above under “Executive Compensation Governance and Procedures - Peer Group Practices and Survey Data.” The target award opportunities (as a percentage of base salary) for each of our NEOs remained the same for calendar year 2022 relative to the prior year, with the exception of Mr. Archer, Dr. Vahedi and Mr. Varadarajan, whose target award opportunities were increased in order to increase the competitiveness of cash compensation while continuing to align compensation with performance. The committee also set a maximum award opportunity, which for calendar year 2022 was equal to 2.25 times the target award opportunity, consistent with prior years.

Figure 36. Annual Incentive Program Target Award Opportunities for Calendar Year 2022 

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

(1)Calculated by multiplying each NEO’s annual base salary as of October 1, 2022 by their respective target award opportunity percentage.

2022 Annual Incentive Program Individual Performance Factors. For calendar year 2022, as shown in Figure 37 below, the committee determined the Individual Performance Factor for each NEO (other than Mr. Archer) using a formula that took into consideration two elements: a weighted score for each NEO based on the Company’s performance relative to corporate-level annual operating plan goals, with weightings for each NEO based on the extent to which they (and the organizations managed by them) were expected to contribute to and be accountable for that corporate-level performance; and an individual score reflecting the extent to which individual NEOs provided exceptional contributions during the year.

Figure 37. Individual Performance Factor Components for Calendar Year 2022

Rationale for InclusionContribution to Individual
Performance Factor
Corporate Scorecard Weighted AchievementReflects the Company’s performance relative to corporate-level annual operating plan goals, weighted according to the expected contributions of individual NEOs (and the organizations managed by them)80%
Individual AchievementReflects the extent to which individual NEOs provide exceptional contributions during the year20%

40 

The committee evaluated the Company’s performance relative to corporate-level annual operating plan goals, and determined to assign the scores shown in Figure 38 below.

Figure 38. Corporate Scorecard for Calendar Year 2022

Corporate Goal AreaObjectivesScore
Market Performance and ExecutionRelate to: growth in our served addressable market; success of new product launches; penetration of new market opportunities and defense of established positions; and achievement of market share targets.97%
Safety, Quality and Customer SatisfactionRelate to: safety; quality; growth of Customer Support Business Group revenue; on-time delivery of products; and customer satisfaction.93%
Human Capital Management & ESGRelate to: employee engagement, as measured by employee survey; employee inclusion, as measured by employee survey; employee diversity; talent retention; and recognition of ESG progress through continued inclusion in the Dow Jones Sustainability Index for North America.95%
Financial PerformanceRelate to: operating income; earnings per share; and gross margin.93%

The committee assigned weightings for each corporate goal area for each of the NEOs (other than Mr. Archer), which were combined with the corporate-level scores to determine a weighted achievement score, as shown in Figure 39 below.

Figure 39. Corporate Scorecard Weightings and Achievements for Calendar Year 2022

   Individual Weightings   
   Market
Performance and
Execution
 Safety, Quality
and Customer
Satisfaction
 Human Capital
Management &
ESG
 Financial
Performance
 Corporate Scorecard
Weighted
Achievement
 
 Douglas R. Bettinger 20% 20% 20% 40% 93.8% 
 Patrick J. Lord 20% 40% 20% 20% 93.8% 
 Vahid Vahedi 30% 30% 20% 20% 94.2% 
 Seshasayee (Sesha) Varadarajan 30% 30% 20% 20% 94.2% 

The committee also determined the individual achievement scores for each NEO (other than Mr. Archer), as shown in Figure 40 below. The corporate scorecard weighted achievements for each such NEO were then combined with the individual achievements at a weighting of 80% and 20%, respectively, as described in Figure 37 above, to yield the Individual Performance Factors for calendar year 2019 for each of the other NEOs reporting to him, Mr. Archer considered the performance against Annual Operating Plan metrics and goals of the organizations respectively managed by each NEO. The committee,shown in turn, in recommending to the independent members of our boardFigure 40 below.

In determining Mr. Archer’s Individual Performance Factor, consideredthe independent members of the Board evaluated the Company’s performance against its corporate-level goals, Mr. Archer’s performance against his individual goals and objectives, taking into consideration the individual performance, and the performance of allthe other members of the management team reporting to him, and determined to assign him an Individual Performance Factor equal to the average of the Individual Performance Factors of the executive and senior vice presidents reporting directly to him, rounded to three decimal places, as reflectedshown in the average of their Individual Performance Factors.Figure 40 below. The committee declined to exercise its discretion to recommend an adjustment to Mr. Archer’s Individual Performance Factor. Following a robust discussion by the committee (and, in the case of Mr. Archer’s Individual Performance Factor, by the independent members of our board), these recommendations were approved, resulting in the

Figure 40. Individual Performance Factors for calendar year 2019 shown in Figure 35 below.

Figure 35. CY2019 Individual Performance FactorsCalendar Year 2022

 

 Named Executive Officer Corporate Scorecard
Weighted Achievement
(80%)
 Individual
Achievement
(20%)
 Individual
Performance
Factor
 
 Timothy M. Archer n/a(1)  n/a(1)  0.954 
 Douglas R. Bettinger 93.8% 100% 0.950 
 Patrick J. Lord 93.8% 100% 0.950 
 Vahid Vahedi 94.2% 100% 0.954 
 Seshasayee (Sesha) Varadarajan 94.2% 100% 0.954

 

(1)

Named Executive Officer

As is discussed above, Mr. Archer’s Individual Performance Factor

Timothy M. Archer

0.967

Douglas R. Bettinger

0.960

Richard A. Gottscho

0.960

Patrick J. Lord

0.960

Seshasayee (Sesha) Varadarajan

0.980 was determined as the average of the Individual Performance Factors of the executive and senior vice presidents reporting directly to him.

Lam Research Corporation 2023 Proxy Statement  41

Calendar Year 2022 Annual Incentive Program Payout Decisions.Based on the above results and decisions, the committee approved for the calendar year 20192022 annual incentive program, the committee approved the payouts for each NEO as shown below in Figure 36,41, which were less than the maximum payout available under the Funding Factor:Factor and below each NEO’s target award opportunity:

Figure 36. CY201941. Annual Incentive Program Payouts for Calendar Year 2022

 

     

Named Executive Officer

 Target Award
Opportunity
(% of Base Salary)
  

    Target Award

Opportunity

($) (1)

  

Maximum Payout under

Funding Factor (225.0% of

        Target Award Opportunity)

($) (2)

     Actual
        Payouts
($)
 

Timothy M. Archer

  150  1,500,000  3,375,000     1,450,500

Douglas R. Bettinger

  100  640,000   1,440,000      616,960 

Richard A. Gottscho

  90  525,910  1,183,298     506,977

Patrick J. Lord

  85  393,975   886,444      379,792 

Seshasayee (Sesha) Varadarajan

  85  385,220   866,745     375,204 
 Named Executive Officer Target Award
Opportunity
($)(1)
 Maximum Payout under
Funding Factor (225.0% of
Target Award Opportunity)
($)(2)
 Individual
Performance
Factor
 Corporate
Performance
Factor
 Actual
Payouts
($)(3)
 
 Timothy M. Archer 2,300,000 5,175,000 0.954 0.970 2,212,600 
 Douglas R. Bettinger 810,750 1,824,188 0.950 0.970 778,320 
 Patrick J. Lord 635,427 1,429,711 0.950 0.970 610,010 
 Vahid Vahedi 537,151 1,208,590 0.954 0.970 516,739 
 Seshasayee (Sesha) Varadarajan 537,151 1,208,590 0.954 0.970 516,739 

(1)

Calculated by multiplying each NEO’s annual base salary as of October 1, 20192022 by his or hertheir respective target award opportunity percentage.

(2)

The Funding Factor resulted in a potential payout of up to 225.0% of target award opportunity for the calendar year (based on the actual non-GAAP operating profitmargin results detailed under “20192022 Annual Incentive Program Corporate Performance Factor” above and the specific goalsgoal described in the second paragraph under “Calendar Year 2019 Annual Incentive Program Parameters - 20192022 Annual Incentive Program Funding Factor and Corporate Performance Factor” above).

(3)Calculated by multiplying each NEO’s target award opportunity, in dollars, by the average of (x) the Corporate Performance Factor of 0.970 and (y) that NEO’s Individual Performance Factor.

Calendar Year 20202023 Annual Incentive Program Parameters

In February 2020,2023, the committee set the target award opportunity for each NEO as a percentage of base salary, and consistent with prior years set a cap on paymentsmaximum award opportunity equal to 2.252.50 times the target award opportunity. For calendar year 2023, target award opportunities for the NEOs remained unchanged compared to the prior year. The target award opportunity for each NEO is shown below. The maximum award of 2.50 times target percentagesfor calendar year 2023 was increased from prior years, when it was set at 2.25 times target. The committee’s decision to increase the maximum award for Dr. Lordcalendar year 2023 was based on the committee’s view that the addition of the Profitability Performance Factor to reflect his promotionthe calendar year 2023 annual incentive program as a second corporate-level goal would make the achievement of target award opportunities more difficult for each NEO to executive vice president and increased scopeachieve, including by requiring enhanced coordination of responsibility asexecution across the executive responsibleCompany. The committee also considered that the design of the Profitability Performance Factor element of the program would result in payouts increasing or decreasing more rapidly in the event of outperformance or underperformance relative to the goal for calendar year 2023, thereby increasing both the customer support business grouprisk and global operations organization.

potential reward associated with the program as compared to prior year programs that only incorporated the Corporate Performance Factor and Individual Performance Factor. The committee’s view was that balancing that increased difficulty and risk with the potential for larger maximum awards would serve the committee’s and the program’s objective of incentivizing and rewarding outperformance.

Figure 37. CY202042. Annual Incentive Program Target Award Opportunities for Calendar Year 2023

 

Named Executive Officer

Target Award Opportunity

(% of Base Salary)

Timothy M. Archer

200150

Douglas R. Bettinger

115100

Richard A. Gottscho

90

Patrick J. Lord

11090
Vahid Vahedi100

Seshasayee (Sesha) Varadarajan

10085

As noted above, the committee also determined to add an additional Performance Factor, the Profitability Performance Factor, to the annual incentive program for calendar year 2023. The committee also approved non-GAAP operating profitmargin as the annual metric for the Funding Factor and the Corporate Performance Factor, approved non-GAAP gross margin as a percentage of revenue as the annual metric for the Profitability Performance Factor, and set the annual goals for the Funding Factor, the Corporate Performance Factor, and the CorporateProfitability Performance Factor. Consistent with the program design, the Corporate Performance Factor goal isand Profitability Performance Factor goals are more difficult to achieve than the Funding Factor goal. Individual Performance Factor metrics and goals were also established for each NEO. These include strategicNEO, based upon corporate-level annual operating plan goals and operational performance goals specific to individuals and their business organization. As a result, each NEO has multiple performance metrics and goals under this program. For calendar year 2020, all of our NEOs have individual performance factor metrics and goals related to culture, talent, and inclusion and diversity.performance. All Corporate, Profitability and Individual Performance Factor goals were designed to be stretch goals.

42 

Long-Term Incentive Program

 

Design

Design

Our LTIP is designed to attract and retain top talent, provide competitive levels of compensation, align pay with achievement of business objectives and with stock performance over a multi-year period, reward our NEOs for outstanding Company performance, and create stockholder value over the long-term.

Under the current long-term incentive program, at the beginning of each multi-year performance period, target award opportunities (expressed as a U.S. dollar value), performance metrics and performance metricsthe mix of vehicles used are established for the program. Of

Prior to our 2022/2024 long-term incentive program, 50% of the total target award opportunity 50% iswas generally awarded in Market-based PRSUs, and the remaining 50% iswas awarded in a combination of stock options and service-based RSUs with at least 10% of the award in each of these two vehicles. The specific percentage of service-based RSUs and stock options iswas reviewed annually to determine whether service-based RSUs or stock options arewould be the more efficient form of equity for the majority of the award based on criteria such as the current business environment and the potential value to motivate and retain the executives. We consider Market-based PRSUs and stock options to be performance-based, but do not classify service-based RSUs as performance-based. This means

Beginning with our 2022/2024 long-term incentive program, the committee determined to substantially increase the weighting of Market-based PRSUs relative to prior years, with the aim of furthering the committee’s objective of aligning pay with performance. The committee also determined that if options constitute 10%it would be appropriate to provide for a different mix for the CEO and NEOs who are executive presidents than for NEOs who are senior vice presidents. Beginning with the 2022/2024 long-term incentive program, of the total target award opportunity for the long-term incentive program will beCEO and NEOs who are executive vice presidents, 60% performance-based. Ifwas awarded in Market-based PRSUs, 20% was awarded in stock options, constitute 40%and 20% was awarded in service-based RSUs; while for NEOs who are senior vice presidents, 55% was awarded in Market-based PRSUs, 15% was awarded in stock options, and 30% was awarded in service-based RSUs. Primarily as a result of this change, the percentage of the totalaverage NEO’s target award opportunity, the long-term incentive program will be 90% performance-based.pay mix which is performance-based increased from 59% in calendar year 2021 to 73% in calendar year 2022.

While service-based RSUs and stock options vest on an annual basis over three years, Market-based PRSUs cliff vest after three years. Cliff, rather than annual, vesting provides for both retention and for aligning NEOs with longer-term stockholder interests.

Continues on next page  uEquity Vehicles

 

Lam Research Corporation 2020 Proxy Statement  35


Equity Vehicles

The equity vehicles used in our 2020/20222023/2025 long-term incentive program are as follows:

Figure 38. 2020/202243. 2023/2025 LTIP Program Equity Vehicles

 

Equity VehiclesVestingTerms

Equity Vehicles

VestingTerms

Market-based
PRSUs

50%•  CEO/EVPs: 60% of Target Award Opportunity 

•  SVPs: 55% of Target Award Opportunity

•  Awards cliff vest three years from the March 2, 20201, 2023 grant date or(the “Grant Date,”Date”) subject to satisfaction of a minimum performance requirement and continued employment.

•  Awards that vest at the end of the performance period are distributed in shares of our common stock.

•  The number of Market-based PRSUs granted is determined by dividing 50%the applicable percentage of the target opportunity by the 30-day30 trading day average of the closing price of our common stock prior to the Grant Date, $312.94,$497.18, rounded down to the nearest share.

•  The number of shares represented by the Market-based PRSUs that can be earned over the performance period is determined according to the performance parameters described in Figure 3944 below.

Stock Options

10%•  CEO/EVPs: 20% of Target Award Opportunity

•  SVPs: 15% of Target Award Opportunity

•  Awards vest one-third on the first, second, and third anniversaries of the March 2, 2020 grant date, or “GrantGrant Date, subject to continued employment.

•  Awards are exercisable upon vesting.

•  Expiration is on the seventh anniversary of the Grant Date.

•  The number of stock options granted is determined by dividing 10%the applicable percentage of the target opportunity by the 30-day30 trading day average of the closing price of our common stock prior to the Grant Date, $312.94,$497.18, rounded down to the nearest share and multiplying the result by four.three. The ratio of fourthree options for every RSU is based on a Black Scholes fair value accounting analysis.

•  The exercise price of stock options is the closing price of our common stock on the Grant Date.

Service-based RSUs

40%•  CEO/EVPs: 20% of Target Award Opportunity

•  SVPs: 30% of Target Award Opportunity 

•  Awards vest one-third on the first, second, and third anniversaries of the March 2, 2020 grant date, or “GrantGrant Date, subject to continued employment.

•  Awards are distributed in shares of our common stock upon vesting.

•  The number of RSUs granted is determined by dividing 40%the applicable percentage of the target opportunity by the 30-day30 trading day average of the closing price of our common stock prior to the Grant Date, $312.94,$497.18, rounded down to the nearest share.

Lam Research Corporation 2023 Proxy Statement  43

Figure 39. 2020/202244. 2023/2025 Market-based PRSU Performance Parameters

 

ParameterTerms
  ParameterTerms

Performance Period

Three years from the first business day in February (February 3, 20201, 2023 through February 2, 2023)January 31, 2026).

Performance Index

PHLX Semiconductor Sector Total Return Index, (XSOX)or “XSOX index”

Number of Shares

•  

Based on our “total return” stock price performance compared to the market price performance of the Performance Index, subject to a ceiling as described below. The stock price performance or market price performance is measured using the average closing price for the 50 trading days prior to the dates the performance period begins and ends, assuming that any dividends paid on our common stock are reinvested on the ex-dividend date (consistent with the treatment of dividends in the Performance Index).

•  The target number of shares represented by the Market-based PRSUs is increased by 2% of target for each 1% that our stock price performance exceeds the market price performance of the Performance Index; similarly, the target number of shares represented by the Market-based PRSUs is decreased by 2% of target for each 1% that our stock price performance trails the market price performance of the Performance Index. The result of the vesting formula is rounded down to the nearest whole number.

•  A table reflecting the potential payouts depending on various comparative results is shown below in Figure 40.

45. 

Award Ceiling/Minimum

The final shares awarded cannot exceed 150% of target (requiring a positive percentage change in our stock price performance compared to that of the market price performance of the Performance Index equal to or greater than 25 percentage points) and can be as little as 0% of target (requiring a percentage change in our stock price performance compared to that of the market price performance of the Performance Index equal to or lesser than negative 50 percentage points).

Figure 40.45. Market-based PRSU Potential Payouts

 

  

  Lam’s Total Return % Change Performance

  Compared to XSOX Index % Change Performance

 

Market-based PRSUs That Can Be Earned

(% of Target) (1)

 

+ 25% or more

  150

10%

  120

0% (equal to index)

  100

- 10%

  80

- 25%

  50

- 50% or less

  0
 Lam’s Total Return % Change Performance
Compared to XSOX Index % Change Performance
Market-based PRSUs That Can Be Earned
(% of Target)(1)
 
 + 25% or more150 
 10%120 
 0% (equal to index)100 
 -10%80 
 -25%50 
 -50% or less0 

(1)

The results of the vesting formula (reflecting the number of Market-Based PRSUs that can be earned) are linearly interpolated between the stated percentages using the formula described in the third row of Figure 39.

44.

Target Award Opportunity

Under the long-term incentive program, the committee sets a target award opportunity for each participant based on the NEO’s position and responsibilities and an assessment of competitive compensation data. The target award opportunities for each participant are expressed in a U.S. dollar value. The target amounts for each NEO under the program cycles affecting fiscal year 20192023 are shown below. The year-over-year increases in the target award opportunities as shown below for the NEOs, other than the CEO, were made to remain competitive relative to our peer group.

Figure 41.46. LTIP Target Award Opportunities

 

  
 

 

 Target Award Opportunity ($) by  Long-Term Incentive Program 
  Named Executive Officer 2017/2019 (1)  2018/2020 (2)  2019/2021 (3)  2020/2022 (4) 

Timothy M. Archer

  4,500,000   5,000,000  7,200,000  9,500,000

Douglas R. Bettinger

  2,750,000   2,250,000  2,700,000  2,750,000

Richard A. Gottscho

  3,250,000   2,500,000  2,250,000  2,500,000

Patrick J. Lord

  1,350,000   1,900,000  1,800,000  2,500,000

Seshasayee (Sesha) Varadarajan (5)

  1,200,000   1,700,000  1,575,000  2,150,000
  Target Award Opportunity ($) by Long-Term Incentive Program 
 Named Executive Officer2020/2022(1) 2021/2023(2) 2022/2024(3) 2023/2025(4) 
 Timothy M. Archer 9,500,000 11,000,000 15,000,000 15,000,000 
 Douglas R. Bettinger 2,750,000 3,050,000 3,750,000 4,250,000 
 Patrick J. Lord 2,500,000 2,500,000 3,000,000 3,500,000 
 Vahid Vahedi 2,150,000 2,250,000 2,750,000 3,000,000 
 Seshasayee (Sesha) Varadarajan 2,150,000 2,250,000 2,750,000 3,250,000 

(1)

The three-year performance period for the 2017/2019 LTIP began on February 1, 2017 and ended on January 31, 2020.

(2)

The three-year performance period for the 2018/2020 LTIP began on February 1, 2018 and ends on January 31, 2021.

(3)

The three-year performance period for the 2019/2021 LTIP began on February 1, 2019 and ends on January 31, 2022.

(4)

The three-year performance period for the 2020/2022 LTIP began on February 3, 2020 and endsended on February 2, 2023.

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

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

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

 

(5)

44 

Of the target award opportunities for the awards to Mr. Varadarajan under the 2017/2019 vice president long-term incentive program, 50% were awarded in Market-based PRSUs and 50% in service-based RSUs on terms otherwise similar (except in determining the number of shares representing the Market-Based PRSUs and number of RSU, using 50% as the percentage) to those of securities awarded to other NEOs under the 2017/2019 LTIP.

Calendar Year 2017/20192020/2022 LTIP Award Parameters and Payouts

On March 1, 2017,2, 2020, the committee granted to each then-current NEO, (Mr. Archer, Mr. Bettinger, Dr. Gottscho and Dr. Lord), as part of the calendar year 2017/20192020/2022 CEO staff long-term incentive program or “2017/2019 CEO Staff(the “2020/2022 LTIP Awards,”Awards”), Market-based PRSUs, and service-based RSUs and stock options, with a total target award opportunity shown below. On March 1, 2017, the equity award grant board committee granted to the remaining current NEO (Mr. Varadarajan), as part of the 2017/2019 vice president long-term incentive program, or “2017/2019 VP LTIP Awards” (which we refer to collectively with the 2017/2019 CEO Staff LTIP Awards as the “2017/2019 LTIP Awards”), Market-based PRSUs and service-based RSUs with a total award opportunity shown below. The service-based RSUs and stock options (only under the 2017/2019 CEO Staff LTIP Awards) vested over three years, one-third on each anniversary of the grant date. The Market-based PRSUs cliff vested three years from the grant date. The terms of the Market-based PRSUs and service-based RSUs granted to all the NEOs as part of the 2017/20192020/2022 LTIP Awards were the same.

 

Continues on next page  uFigure 47. 2020/2022 LTIP Award Grants

 

 Named Executive Officer Target Award
Opportunity
($)
 Market-based PRSUs
Award
(#)(1)
 Stock Options Award
(#)
 Service-based
RSUs Award
(#)
 
 Timothy M. Archer 9,500,000 15,178 12,140 12,142 
 Douglas R. Bettinger 2,750,000 4,393 3,512   3,515 
 Patrick J. Lord 2,500,000 3,994 3,192 3,195 
 Vahid Vahedi 2,150,000 3,435 2,748 2,748 
 Seshasayee (Sesha) Varadarajan 2,150,000 3,435 2,748 2,748 

Lam Research Corporation 2020 Proxy Statement  37


Figure 42. 2017/2019 LTIP Award Grants

     

Named Executive Officer

 Target Award
Opportunity
($)
  

Market-based PRSUs
Award

(#) (1)

  Stock Options Award
(#)
               Service-based
RSUs Award
(#)
 

Timothy M. Archer

  4,500,000  19,428  15,540  15,542

Douglas R. Bettinger

  2,750,000  11,872  9,496  9,498

Richard A. Gottscho

  3,250,000  14,031  11,224  11,225

Patrick J. Lord

  1,350,000  5,828  4,660  4,662

Seshasayee (Sesha) Varadarajan

  1,200,000   5,180      5,180 

(1)

The number of Market-based PRSUs awarded is reflected at target. The final number of shares that may be earned is 0% to 150% of target.

In February 2020,2023, the committee determined the payouts for the calendar year 2017/20192020/2022 LTIP Awards of Market-based PRSUs. The number of shares represented by the Market-based PRSUs earned over the performance period was based on our stock price performance compared to the market price performance of the Philadelphia Semiconductor Sector (SOX)XSOX index.

Based on the above formula and Market-based PRSU Vesting Summary set forth in Figures 3944 and 40 (but substituting the SOX index for the XSOX index, and disregarding the impact of dividends paid, consistent with that index),45, the Company’s stock price performance over the three-year performance period was equal to 166.83%64.76% and the performance of the SOXXSOX index (based on market price) over the same three-year performance period was equal to 100.15%57.18%. Lam’s stock price outperformed the SOXXSOX index by 66.68%7.58%, which resulted in the maximum possiblea performance payout of 150%115.17% of the target number of Market-based PRSUs granted to each NEO. Based on such results, the committee made the following payouts to each NEO for the 2017/20192020/2022 LTIP Award of Market-based PRSUs.

Figure 43. 2017/201948. 2020/2022 LTIP Market-based PRSU Award Payouts

 

   

Named Executive Officer

 Target Market-based
PRSUs
(#)
                   Actual Payout of Market-based PRSUs
(150% of Target Award Opportunity)
(#)
 

Timothy M. Archer

  19,428  29,142

Douglas R. Bettinger

  11,872  17,808

Richard A. Gottscho

  14,031   21,046 

Patrick J. Lord

  5,828  8,742

Seshasayee (Sesha) Varadarajan

  5,180   7,770 
 Named Executive Officer Target Market-based
PRSUs
(#)
 Actual Payout of Market-based PRSUs
(115.17% of Target Award Opportunity)
(#)
 
 Timothy M. Archer 15,178 17,480 
 Douglas R. Bettinger 4,393 5,059 
 Patrick J. Lord 3,994 4,599 
 Vahid Vahedi 3,435 3,956 
 Seshasayee (Sesha) Varadarajan 3,435 3,956 

Calendar Year 20202023 LTIP Awards

Calendar Year 20202023 decisions for the 2020/20222023/2025 long-term incentive program. program.On March 2, 2020,1, 2023, the committee made a grant under the 2020/20222023/2025 long-term incentive program, of Market-based PRSUs, stock options, and service-based RSUs on the terms set forth in Figures 3843 and 3944 with a combined value equal to the NEO’s total target award opportunity, as shown below.

Figure 44. 2020/202249. 2023/2025 LTIP Award Grants

 

     

Named Executive Officer

 Target Award
Opportunity
($)
  

Market-based PRSUs
Award

(#) (1)

  Stock Options Award
(#)
  Service-based
RSUs Award
(#)
 

Timothy M. Archer

  9,500,000  15,178  12,140  12,142

Douglas R. Bettinger

  2,750,000  4,393  3,512  3,515

Richard A. Gottscho

  2,500,000  3,994  3,192  3,195

Patrick J. Lord

  2,500,000  3,994  3,192  3,195

Seshasayee (Sesha) Varadarajan

  2,150,000  3,435  2,748  2,748
 Named Executive Officer Target Award
Opportunity
($)
 Market-based PRSUs
Award
(#)(1)
 Stock Options Award
(#)
 Service-based
RSUs Award
(#)
 
 Timothy M. Archer 15,000,000 18,102 18,102 6,034 
 Douglas R. Bettinger 4,250,000 5,128 5,127   1,709 
 Patrick J. Lord 3,500,000 4,223 4,221 1,407 
 Vahid Vahedi 3,000,000 3,318 2,715 1,810 
 Seshasayee (Sesha) Varadarajan 3,250,000 3,595 2,940 1,961 

(1)

The number of Market-based PRSUs awarded is reflected at target. The final number of shares that may be earned will be 0% to 150% of target.

Lam Research Corporation 2023 Proxy Statement  45

Compensation Recovery, or “Clawback” Policy

 

Our executive officers covered by section 16 of the Exchange Act are subject to the Company’s compensation recovery, or “clawback,” policy. The clawback policy was adopted in August 2014 and took effect starting in calendar year 2015. It enables us,

in the event that a material restatement of financial results is required, to recover, within 36 months of the issuance of the original financial statements, the excess amount of cash incentive-based compensation issued to covered individuals. A covered individual’s fraud must have materially contributed to the need to issue restated financial statements in order for the clawback policy to apply to that individual. The recovery of compensation is not the exclusive remedy available in the event that the clawback policy is triggered. Our Board intends to adopt a new or revised clawback policy that complies with the new SEC and Nasdaq requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act prior to the December 1, 2023 compliance deadline under Nasdaq’s final listing standards.

Stock Ownership Guidelines

 

For senior vice presidents and above, we also have stock ownership guidelines that foster a long-term orientation. Our stock ownership guidelines for our NEOs and certain other senior executives are shown below. The requirements are specified in the alternative of shares or dollars to allow for stock price volatility. The dollar alternative is translated into a number of shares by dividing the applicable multiple of base salary by the average closing price of our common stock for the 30 trading days through June 30 of the most recently-completed fiscal year as of the measurement date. Under our guidelines, unearned performance awards and unexercised options (or portions thereof) are not included towards meeting the requirements. Ownership levels as shown below must be achieved within five years of appointment to one of the below positions. Increased requirements due to promotions or an increase in the ownership guideline must be achieved within five years of promotion or a change in the guidelines. Our ownership guidelines are reviewed by the committee on an annual basis. At the end of fiscal year 2020,2023, all NEOs were in compliance with our stock ownership guidelines or have a period of time remaining under the guidelines to meet the required ownership level.

Figure 45.50. Executive Stock Ownership Guidelines

 

Position

Position

Guidelines (lesser of)

President and Chief Executive Officer

5x6x base salary or 50,000 shares

Executive Vice Presidents

2x base salary or 10,000 shares

Senior Vice Presidents

1x base salary or 5,000 shares

Employment/

Severance/Change in Control Arrangements

 

The Company enters into employment orhas adopted an executive severance policy and executive change in control agreementspolicy, which are intended to help attract and retain our NEOs, and believes that these agreementsto facilitate a smooth transaction and transition planning in connection with change in control events. Effective January 2018, the Company entered into new three-year term employment agreements with Mr. Archer (amended on March 16, 2018 and August 8, 2019), Mr. Bettinger (amended on November 30, 2018) and Dr. Gottscho, and a new change in control agreement with Mr. Varadarajan, and effective September 8, 2020, the Company entered into a new employment agreement with Dr. Lord with a term ending on the same date as the employment agreements with Mr. Archer, Mr. Bettinger and Dr. Gottscho. The employment agreements generally provideseverance policy provides for designated payments in the event of an involuntary termination of employment, death or disability, as such terms are defined in the applicable agreements.policy. The employment agreements, and also the change in control agreements, generally providepolicy provides for designated payments in the case of a change in control or an acquisition by the Company, in each case when coupled with an involuntary termination (i.e., a double trigger is required before payment is made due to a change in control)control or acquisition by the Company), as such terms are defined in the applicable agreements.policy.

For additional information about these arrangements and detail about post-termination payments under these arrangements, see the Executive Compensation Tables – Potential Payments upon Termination or Change in Control” section below.

Other Benefits Not Available to All Employees

 

Senior Executive Transition Policy

The Company has adopted a senior executive transition policy (the “transition policy”), which is intended to promote an orderly transition of senior executives and provide eligible executives with an opportunity to work a mutually-agreed reduced schedule in anticipation of subsequent retirement. Executives eligible to participate in the transition policy include those serving as our CEO, president, executive vice president or senior vice president, and who have attained a minimum age of 55, completed at least 5 years of service, and the sum of whose age and years of service is equal to or greater than 70.

Eligible executives who wish to commence a transition under the terms of the transition policy must provide at least 12 months’ prior non-binding notice of their intent to consider a transition and, prior to the start of their transition, must have entered into a transition agreement with the Company setting forth the material terms of the transition. The executive will continue employment during the transition period on either a full or part time schedule (which is not to be less than 10 hours per week). During the transition period, the executive will receive a base salary commensurate with the transition role and will continue to be eligible to participate in the

46 

annual incentive program and benefit programs (if permitted under their terms), and any equity awards the executive holds will continue to vest in accordance with their terms. During the transition, the executive must not compete with the Company or solicit any Company employees.

The transition policy is administered by the Committee (or, as it pertains to the CEO, by the independent members of the Board) and may be modified or ended by the Company in its complete and absolute discretion prior to an executive’s execution of a transition agreement.

Elective Deferred Compensation Plan

The Company maintains an Elective Deferred Compensation Plan that allows eligible employees (including all the NEOs) to voluntarily defer receipt of all or a portion of base salary and certain incentive compensation payments until a date or dates elected by the participating employee. This allows the employee to defer taxes on designated compensation amounts. In addition, the Company is obligated to pay a limited Company contribution to the plan for all eligible employees.

Supplemental Health and Welfare

We provide certain health and welfare benefits not generally available to other employees, including the payment of premiums for supplemental long-term disability insurance and Company-provided coverage in the amount of $1 million for both life and accidental death and dismemberment insurance for all NEOs.

We also provide post-retirement medical and dental insurance coverage for eligible former executive officers under our Retiree Health Plans, subject to certain eligibility requirements. The program was closed to executive officers who joined the Company or

Continues on next page  u

Lam Research Corporation 2020 Proxy Statement  39


became executive officers through promotion effective on or after January 1, 2013. We have an independent actuarial valuation of post-retirement benefits for eligible NEOs conducted annually in accordance with generally accepted accounting principles.GAAP. The most recent valuation was conducted in June 20202023 and reflected the retirement benefit obligation for the NEOs as shown below.

Figure 46.51. NEO Post-Retirement Benefit Obligations

 

Named Executive Officer

As of June 28, 2020
25, 2023
($)

Timothy M. Archer

825,000959,000

Douglas R. Bettinger(1)

Richard A. Gottscho

673,000

Patrick J. Lord(1)

Vahid Vahedi811,000

Seshasayee (Sesha) Varadarajan(1)

(1)

Mr. Bettinger, Dr. Lord and Mr. Varadarajan are not eligible to participate under the terms of the program.

Compensation Committee Report

The compensation and human resources committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K. Based on this review and discussion, the compensation and human resources committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K.

This Compensation Committee Report shall not be deemed “filed” with the SEC for purposes of federal securities law, and it shall not, under any circumstances, be incorporated by reference into any of the Company’s past or future SEC filings. The report shall not be deemed soliciting material.

MEMBERS OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE

Youssef A. El-MansyEric K. Brandt (Chair) 

Catherine P. Lego (Chair)Jyoti K. Mehra

Abhijit Y. Talwalkar

Lih Shyng (Rick L.) Tsai

Compensation Committee Interlocks and Insider Participation

None of the compensation and human resources committee members has ever been an officer or employee of Lam Research. No interlocking relationship exists as of the date of this proxy statement or existed during fiscal year 20202023 between any member of our compensation and human resources committee and any member of any other company’s board of directors or compensation committee.

Lam Research Corporation 2023 Proxy Statement  47

Table of Contents

Executive Compensation Tables

The following tables (Figures 47-52)52-57) show compensation information for our named executive officers:

Figure 47.52. Summary Compensation Table

Summary Compensation Table

Name and Principal

Position

 Fiscal
Year
 Salary
($)
 Bonus
($)
 Stock
Awards
($) (1)
  

Option
Awards

($)(2)

 Non-Equity
Incentive Plan
Compensation
($)
 

All Other

Compensation

($)(3)

 

Total  

($)  

Timothy M. Archer

President and Chief Executive Officer

   2020   1,017,308      8,350,730    923,416   1,450,500  (4)    11,050   11,753,004  
  

 

 

 

2019

 

  

 

 

 

809,512

 

  

 

 

 

 

  

 

 

 

7,829,921

 

   

 

 

 

3,911,321

 

  

 

 

 

1,181,842

 

  (5) 

  

 

 

 

12,513

 

  

 

 

 

13,745,109  

 

  

 

 

 

2018

 

  

 

 

 

674,922

 

  

 

 

 

 

  

 

 

 

4,180,920

 

   

 

 

 

600,122

 

  

 

 

 

1,599,068

 

  (6) 

  

 

 

 

9,856

 

  

 

 

 

7,064,888  

 

Douglas R. Bettinger

Executive Vice President and

Chief Financial Officer

   2020   646,646      2,417,174    267,136   616,960  (4)    9,759   3,957,675  
  

 

 

 

2019

 

  

 

 

 

620,518

 

  

 

 

 

 

  

 

 

 

9,856,919

 

   

 

 

 

529,186

 

  

 

 

 

739,421

 

  (5) 

  

 

 

 

9,073

 

  

 

 

 

11,755,117  

 

  

 

 

 

2018

 

  

 

 

 

586,874

 

  

 

 

 

 

  

 

 

 

1,881,292

 

   

 

 

 

270,066

 

  

 

 

 

914,560

 

  (6) 

  

 

 

 

9,123

 

  

 

 

 

3,661,915  

 

Richard A. Gottscho

Executive Vice President,

Chief Technology Officer

   2020   588,390   6,400  (7)    2,197,418    257,676   506,977  (4)    9,694   3,566,555  
  

 

 

 

2019

 

  

 

 

 

584,126

 

  

 

 

 

10,971

 

  (7) 

  

 

 

 

1,755,652

 

   

 

 

 

474,750

 

  

 

 

 

707,680

 

  (5) 

  

 

 

 

9,553

 

  

 

 

 

3,542,732  

 

  

 

 

 

2018

 

  

 

 

 

567,324

 

  

 

 

 

5,867

 

  (7) 

  

 

 

 

2,090,283

 

   

 

 

 

316,208

 

  

 

 

 

1,072,242

 

  (6) 

  

 

 

 

9,384

 

  

 

 

 

4,061,308  

 

Patrick J. Lord

Executive Vice President,

Customer Support Business

Group and Global Operations

   2020   479,544       2,197,418    242,796   379,792  (4)    8,972   3,308,522  
  

 

 

 

2019

 

  

 

 

 

463,327

 

  

 

 

 

 

 

  

 

 

 

1,404,389

 

   

 

 

 

352,790

 

  

 

 

 

554,243

 

  (5) 

  

 

 

 

8,668

 

  

 

 

 

2,783,417  

 

  

 

 

 

2018

 

  

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

   

 

 

 

 

  

 

 

 

 

   

  

 

 

 

 

  

 

 

 

—  

 

Seshasayee (Sesha) Varadarajan

Senior Vice President and

General Manager, Deposition

Business Unit

   2020   462,613   10,074  (8)    1,889,916    209,024   375,204  (4)    8,829   2,955,660  
  

 

 

 

2019

 

  

 

 

 

453,031

 

  

 

 

 

 

  

 

 

 

1,229,006

 

   

 

 

 

308,609

 

  

 

 

 

494,802

 

  (5) 

  

 

 

 

8,785

 

  

 

 

 

2,494,233  

 

  

 

 

 

2018

 

  

 

 

 

 

  

 

 

 

 

  

 

 

 

 

   

 

 

 

 

  

 

 

 

 

  

  

 

 

 

 

  

 

 

 

—  

 

Name and Principal
Position
Fiscal YearSalary
($)
Bonus ($)Stock
Awards
($)(1)
Option Awards ($)(2)Non-Equity
Incentive Plan Compensation
($)
All Other Compensation ($)(3)Total
($)
Timothy M. Archer
President and Chief
Executive Officer
20231,150,00011,291,9073,643,1922,212,600(4) 12,40018,310,099
20221,084,61510,079,1762,669,5273,096,188(5) 11,65016,941,156
20211,050,00011,071,1721,195,4822,170,382(6) 8,70015,495,736
Douglas R. Bettinger
Executive Vice President and
Chief Financial Officer
2023705,0003,198,6541,031,855778,320(4) 12,1835,726,012
2022687,9842,519,532667,1181,304,012(5) 11,5645,190,210
2021666,0463,069,258331,314898,530(6) 11,2884,976,436
Patrick J. Lord
Executive Vice President and Chief Operating Officer
2023577,6612,633,964849,515610,010(4) 11,3924,682,542
2022543,3242,015,730596,912995,107(5) 11,2554,162,328
2021515,1452,515,577292,852639,360(6) 10,3703,973,304
Vahid Vahedi
Senior Vice President and Chief Technology Officer
2023537,1512,402,604546,418516,739(4) 11,3124,014,224
2022514,1741,977,102410,119792,700(5) 9,1243,703,219
2021487,8752,264,555263,825556,021(6) 13,8353,586,111
Seshasayee (Sesha) Varadarajan
Senior Vice President, Global Products Group
2023537,1516,400(7) 2,603,133520,842516,739(4) 9,3124,193,577
2022514,1741,600(7) 1,977,102366,757792,700(5) 11,1243,663,457
2021487,8751,600(7) 2,264,555244,598556,021(6) 8,3873,563,036

 

(1)

The amounts shown in this column represent the value of service-based RSU and market-based performance RSUMarket-based PRSU awards granted, under the LTIP, granted in accordance with ASC 718. However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. The assumptions used to calculateFor fiscal year 2023, the aggregate grant date fair value of the RSU and Market-based PRSU awards that may be earned by each NEO assuming the highest level of performance conditions for the Market-based PRSU awards will be achieved is as follows: Mr. Archer: $15,511,393; Mr. Bettinger: $4,393,965; Dr. Lord: $3,618,324; Dr. Vahedi: $3,176,013; and Mr. Varadarajan $3,441,110. The fair value of service-based RSUs was calculated based on the fair market value of the Company’s common stock at the date of grant, discounted for dividends. The fair value of Market-based PRSUs was calculated using a Monte Carlo simulation model using, for awards granted in fiscal year 2020 are set forth in Note 5 to2023, the Consolidated Financial Statements of the Company’s annual report on Form 10-K for the fiscal year ended June 28, 2020.assumptions shown below. For additional details regarding the grants see “FY2020 Grants“Grants of Plan-Based Awards” tableAwards for Fiscal Year 2023” below.

Market-based PRSU Award Valuation Assumptions
Expected VolatilityRisk-free Interest RateExpected Term (Years)Dividend Yield
44.8%     4.58%2.921.41%
(2)

The amounts shown in this column represent the value of the stock option awards granted, under the LTIP, in accordance with ASC 718. However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. The assumptions used to calculate the fair value of stock options granted in fiscal year 2020 are set forth in Note 5 to2023 was calculated using a Black-Scholes option valuation model using the Consolidated Financial Statements of the Company’s annual report on Form 10-K for the fiscal year ended June 28, 2020.assumptions shown below. For additional details regarding the grants see “FY2020 Grants of Plan-Based Awards” tableAwards for Fiscal Year 2023” below.

Stock Option Award Valuation Assumptions
Expected VolatilityRisk-free Interest RateExpected Term (Years)Dividend Yield
42.4%     4.21%5.621.41%
(3)

Please refer to “FY2020 All Other Compensation Table”Table for Fiscal Year 2023,” which immediately follows this table, for additional information.

(4)

Represents the amount earned by and subsequently paid under the calendar year 20192022 AIP.

(5)

Represents the amount earned by and subsequently paid under the calendar year 20182021 AIP.

(6)

Represents the amount earned by and subsequently paid under the calendar year 20172020 AIP.

(7)Represents patent awards.

 

(7)

Represents patent awards.

(8)

Represents Mr. Varadarajan’s patent awards of $8,571 and gift of $1,503 received from the Company in connection with achieving his 20-year anniversary milestone.

Continues on next page  u

Lam Research Corporation 2020 Proxy Statement  41


48 

Table of Contents

Figure 48. FY202053. All Other Compensation Table for Fiscal Year 2023

All Other Compensation Table for Fiscal Year 2020 
 

 

 Company Matching
Contribution to
the Company’s
Section 401(k) Plan
($)
  

Company

Paid Long-Term
Disability Insurance
Premiums

($) (1)

  

Company

Paid Life
Insurance
Premiums

($) (2)

  Company
Contribution to the
Elective Deferred
Compensation Plan
($)
                  Total
($)
 
  Timothy M. Archer  8,550  

 

 

 

 

 

  

 

 

 

 

 

  2,500  11,050
  Douglas R. Bettinger  8,666  

 

 

 

 

 

  

 

 

 

 

 

  1,093  9,759 
  Richard A. Gottscho  8,618  1,076  

 

 

 

 

 

  

 

 

 

 

 

  9,694
  Patrick J. Lord  8,906  

 

 

 

 

 

  66  

 

 

 

 

 

  8,972
  Seshasayee (Sesha) Varadarajan  8,727  

 

 

 

 

 

  102  

 

 

 

 

 

  8,829

   Company Matching Contribution to
the Company’s
Section 401(k) Plan
($)
 Company Contribution to the Elective Deferred Compensation Plan ($) Other
($)
  Total
($)
 
 Timothy M. Archer 9,900 2,500   12,400 
 Douglas R. Bettinger 9,683 2,500   12,183 
 Patrick J. Lord 9,392  2,000(1)  11,392 
 Vahid Vahedi 9,312  2,000(1)  11,312 
 Seshasayee (Sesha) Varadarajan 9,312    9,312 
(1)

Represents the portion of supplemental long-term disability insurance premiums paid by the Company.

(2)

Represents the portion of life insurance premiums paida matching charitable contribution made by the Company in excess of the non-discriminatory life insurance benefits providedpursuant to its employee gift match and volunteerism program, which is available to all Company employees.

Figure 49. FY202054. Grants of Plan-Based Awards for Fiscal Year 2023

 
Grants of Plan-Based Awards for Fiscal Year 2020 
        Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards
     Estimated Future
Payouts Under
Equity Incentive Plan
Awards
  All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
     All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
     Exercise
or Base
Price of
Option
Awards
($/Sh)
  

Grant Date
Fair Value
of Stock
and
Option
Awards

($) (3)

 
  Name Award Type Grant
Date
 Approved
Date
 

Target

($) (1)

  

Maximum

($) (1)

     

Target

(#) (2)

     

Maximum

(#) (2)

          

Timothy M. Archer

 Annual Incentive Program N/A 2/20/20  1,575,000   3,543,750   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 LTIP-Equity  

 

  

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 

Market-based PRSUs

 3/2/20 2/20/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  15,178  (4)    22,767  (4)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  4,867,433
 

Service-based RSUs

 3/2/20 2/20/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  12,142   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,483,297
 

Stock Options

 3/2/20 2/20/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  12,140   (6)    300.33  923,416

Douglas R. Bettinger

 Annual Incentive Program N/A 2/19/20  659,200   1,483,200   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 LTIP-Equity  

 

  

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 

Market-based PRSUs

 3/2/20 2/19/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  4,393   (4)    6,589  (4)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  1,408,791
 

Service-based RSUs

 3/2/20 2/19/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,515   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  1,008,383
 

Stock Options

 3/2/20 2/19/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,512   (6)    300.33  267,136

Richard A. Gottscho

 Annual Incentive Program N/A 2/19/20  536,428   1,206,963   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 LTIP-Equity  

 

  

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 

Market-based PRSUs

 3/2/20 2/19/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,994  (4)    5,991  (4)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  1,280,836
 

Service-based RSUs

 3/2/20 2/19/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,195   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  916,582
 

Stock Options

 3/2/20 2/19/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,192   (6)    300.33  257,676

Patrick J. Lord

 Annual Incentive Program N/A 2/19/20  458,865   1,032,446   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 LTIP-Equity  

 

  

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 

Market-based PRSUs

 3/2/20 2/19/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,994  (4)    5,991  (4)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  1,280,836 
 

Service-based RSUs

 3/2/20 2/19/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,195   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  916,582 
 

Stock Options

 3/2/20 2/19/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,192   (6)    300.33  242,796 

Seshasayee (Sesha) Varadarajan

 Annual Incentive Program N/A 2/19/20  408,333   918,750   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 LTIP-Equity  

 

  

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 

Market-based PRSUs

 3/2/20 2/19/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,435  (4)    5,152  (4)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  1,101,570 
 

Service-based RSUs

 3/2/20 2/19/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  2,748   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  788,346 
 

Stock Options

 3/2/20 2/19/20  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  2,748   (6)    300.33  209,024 

                   

All Other

Stock

Awards:

Number of

Shares of

Stock or

Units

(#)

  

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)

  

Exercise

or Base

Price of

Option

Awards

($/Sh)

 

Grant Date

Fair Value

of Stock

and Option

Awards

($)(3)

 
 Name Award Type Grant
Date
 Approved Date Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
 Estimated Future
Payouts Under
Equity Incentive
Plan Awards
       
     Target
($)(1)
 Maximum ($)(1) Target
(#)(2)
  Maximum (#)(2)        
 Timothy M. Archer Annual Incentive Program N/A 2/8/23 2,300,000 5,750,000                 
  LTIP-Equity                         
  Market-based PRSUs 3/1/23 2/8/23     18,102(4)  27,153(4)          8,438,971 
  Service-based RSUs 3/1/23 2/8/23           6,034(5)       2,852,936 
  Stock Options 3/1/23 2/8/23              18,102(6)  490.92 3,643,192 
 Douglas R.
Bettinger
 Annual Incentive Program N/A 2/7/23 810,750 2,026,875                 
  LTIP-Equity                         
  Market-based PRSUs 3/1/23 2/7/23     5,128(4)  7,692(4)          2,390,622 
  Service-based RSUs 3/1/23 2/7/23           1,709(5)       808,032 
  Stock Options 3/1/23 2/7/23              5,127(6)  490.92 1,031,855 
 Patrick J. Lord Annual Incentive Program N/A 2/7/23 635,427 1,588,568                 
  LTIP-Equity                         
  Market-based PRSUs 3/1/23 2/7/23     4,223(4)  6,334(4)          1,968,720 
  Service-based RSUs 3/1/23 2/7/23           1,407(5)       665,244 
  Stock Options 3/1/23 2/7/23              4,221(6)  490.92 849,515 
 Vahid Vahedi Annual Incentive Program N/A 2/7/23 537,151 1,342,878                 
  LTIP-Equity                         
  Market-based PRSUs 3/1/23 2/7/23     3,318(4)  4,977(4)          1,546,818 
  Service-based RSUs 3/1/23 2/7/23           1,810(5)       855,786 
  Stock Options 3/1/23 2/7/23              2,715(6)  490.92 546,418 
 Seshasayee
(Sesha)
Varadarajan
 Annual Incentive Program N/A 2/7/23 537,151 1,342,878                 
  LTIP-Equity                         
  Market-based PRSUs 3/1/23 2/7/23     3,595(4)  5,392(4)          1,675,953 
  Service-based RSUs 3/1/23 2/7/23           1,961(5)       927,180 
  Stock Options 3/1/23 2/7/23              2,940(6)  490.92 520,842 
(1)

The calendar year 2023 AIP target and maximum estimated future payouts reflected in this table were calculated using the base salary approved in February 2020, effective as of February 24, 2020.for calendar year 2023. Awards payouts range from 0% to 225%250% of target.

(2)

The amounts reported represent the target and maximum number of Market-based PRSUs that may vest on the terms described in “Executive Compensation and Other Information – Compensation Discussion and Analysis” above. The number of shares that may be earned is equal to from 0% to 150% of target.

(3)

The amounts reported represent the fair value of Market-based PRSU, service-based RSU, and stock option awards granted during fiscal year 20202023 in accordance with ASC 718. However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture. TheFor details regarding the assumptions used to calculate the fair value of awards granted during fiscal year 2020 are set forth in Note 52023, see notes 1 and 2 to the Consolidated Financial Statements of the Company’s annual report on Form 10-K for the fiscal year ended June 28, 2020.

Summary Compensation Table” above.

Lam Research Corporation 2023 Proxy Statement  49

Table of Contents

(4)

The Market-based PRSUs will vest on the third anniversary of the grant date, subject to continued employment. The actual conversion of Market-based PRSUs into shares of Lam common stock following the conclusion of the three-year performance period will range from 0% to 150% of the target amount, depending upon Lam’s “total return” stock price performance (assuming any dividends paid are reinvested on the ex-dividend date) compared to the market price performance of the PHLX Semiconductor Sector Total Return IndexXSOX index over the applicable three-year performance period.

(5)

The RSUs will vest in three equal installments on the first, second, and third anniversaries of the grant date, subject to continued employment.

(6)

The stock options will become exercisable in three equal installments on the first, second, and third anniversaries of the grant date, subject to continued employment.

Figure 50. FYE202055. Outstanding Equity Awards at Fiscal Year 2023 Year-End

 NameOption Awards Stock Awards 
 Grant Date  

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

 

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

(#)

 

Option

Exercise

Price

($)

 

Option

Expiration

Date

 

Number of

Shares or

Units of

Stock That

Have Not

Vested

(#)

 

Market Value

of Shares or

Units of

Stock That

Have Not

Vested

($)(1)

 

Equity Incentive

Plan Awards:

Number of

Unearned

Shares, Units or

Other Rights

That Have

Not Vested

(#)

 

Equity Incentive

Plan Awards:

Market or Payout

Value of Unearned

Shares, Units or

Other Rights

That Have

Not Vested

($)(1)

 
 Timothy M. Archer3/1/2023(2)    18,102 490.92 3/1/30         
 3/1/2023(3)          6,034 3,673,258     
 3/1/2023(4)              18,102 11,019,774 
 3/1/2022(2)  5,066 10,132 540.57 3/1/29         
 3/1/2022(3)          3,378 2,056,391     
 3/1/2022(4)              15,200 9,253,152 
 3/1/2021(2)  3,998 1,999 598.81 3/1/28         
 3/1/2021(3)          2,666 1,622,954     
 3/1/2021(4)              9,998 6,086,382 
 3/2/2020(2)  12,140   300.33 3/2/27         
 3/1/2019(2)  11,330   176.75 3/1/26         
 12/6/2018(5)  19,347   145.73 12/6/25         
 3/1/2018(2)  10,524   190.07 3/1/25         
 Douglas R. Bettinger3/1/2023(2)    5,127 490.92 3/1/30         
 3/1/2023(3)          1,709 1,040,371     
 3/1/2023(4)              5,128 3,121,721 
 3/1/2022(2)  1,266 2,532 540.57 3/1/29         
 3/1/2022(3)          844 513,793     
 3/1/2022(4)              3,800 2,313,288 
 3/1/2021(2)  1,108 554 598.81 3/1/28         
 3/1/2021(3)          739 449,874     
 3/1/2021(4)              2,772 1,687,483 
 3/2/2020(2)  1,171   300.33 3/2/27         
 Patrick J. Lord3/1/2023(2)    4,221 490.92 3/1/30         
 3/1/2023(3)          1,407 856,525     
 3/1/2023(4)              4,223 2,570,793 
 3/1/2022(2)  1,013 2,026 540.57 3/1/29         
 3/1/2022(3)          676 411,522     
 3/1/2022(4)              3,040 1,850,630 
 3/1/2021(2)  908 454 598.81 3/1/28         
 3/1/2021(3)          606 368,909     
 3/1/2021(4)              2,272 1,383,103 
 3/2/2020(2)  2,128   300.33 3/2/27         
  3/1/2019(2)  2,832   176.75 3/1/26         

50 

 
Outstanding Equity Awards at 2020 Fiscal Year-End 
        Option Awards     Stock Awards 
   Name Grant Date     Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
  Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
     Number of
Shares or
Units of Stock
That Have Not
Vested
(#)
  

Market Value
of Shares or
Units of Stock
That Have Not
Vested

($) (1)

  Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)
  

Equity Incentive
Plan Awards:

Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(1)

 

Timothy M. Archer

  3/2/2020   (2)       12,140  300.33  3/2/27   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/2/2020   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  12,142  3,673,198  

 

 

 

 

 

  

 

 

 

 

 

  3/2/2020   (4)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  15,178  4,591,649
  3/1/2019   (2)    11,329  22,659  176.75  3/1/26   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2019   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  8,498  2,570,815  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2019   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  21,243  6,426,432
  12/6/2018   (6)    26,785  44,645  145.73  12/6/25   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  12/6/2018   (7)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  10,639  3,218,510  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2018   (2)    7,016  3,508  190.07  3/1/25   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2018   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,509  1,061,543  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2018   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  13,159  3,980,861
  3/1/2017   (2)    15,540     119.67  3/1/24   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Douglas R. Bettinger

  3/2/2020   (2)       3,512  300.33  3/2/27   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/2/2020   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,515  1,063,358  

 

 

 

 

 

  

 

 

 

 

 

  3/2/2020   (4)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  4,393  1,328,970
  3/1/2019   (2)    4,248  8,496  176.75  3/1/26   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2019   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,186  963,829  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2019   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  7,966  2,409,874
  11/30/2018   (7)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  34,305  10,377,949  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2018   (2)    3,157   1,579  190.07  3/1/25   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2018   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  1,579  477,679  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2018   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  5,921  1,791,221
  3/1/2017   (2)    9,496      119.67  3/1/24   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2016   (2)    23,871      75.57  3/1/23   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  2/11/2015   (2)    9,303      80.60  2/11/22   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  2/18/2014   (8)    7,242      51.76  2/18/21   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  2/18/2014   (2)    9,658      51.76  2/18/21   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Richard A. Gottscho

  3/2/2020   (2)       3,192  300.33  3/2/27   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/2/2020   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,195  966,551  

 

 

 

 

 

  

 

 

 

 

 

  3/2/2020   (4)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,994  1,208,265
  3/1/2019   (2)    3,540  7,080  176.75  3/1/26   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2019   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  2,656  803,493  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2019   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  6,638  2,008,128
  3/1/2018   (2)    1,753  1,754  190.07  3/1/25   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2018   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  1,755  530,923  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2018   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  6,579  1,990,279

Patrick J. Lord

  3/2/2020   (2)       3,192  300.33  3/2/27   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/2/2020   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,195  966,551  

 

 

 

 

 

  

 

 

 

 

 

  3/2/2020   (4)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,994  1,208,265
  3/1/2019   (2)    2,832  5,664  176.75  3/1/26   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2019   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  2,124  642,552  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2019   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  5,310  1,606,381
  3/1/2018   (2)    1,333  1,334  190.07  3/1/25   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2018   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  1,334  403,562  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2018   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  5,000  1,512,600
  3/1/2017   (2)    1,554     119.67  3/1/24   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Table of Contents 

Continues on next page  u

 NameOption Awards Stock Awards 
 Grant Date  

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

 

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

(#)

 

Option

Exercise

Price

($)

 

Option

Expiration

Date

 

Number of

Shares or

Units of

Stock That

Have Not

Vested

(#)

 

Market Value

of Shares or

Units of

Stock That

Have Not

Vested

($)(1)

 

Equity Incentive

Plan Awards:

Number of

Unearned

Shares, Units or

Other Rights

That Have

Not Vested

(#)

 

Equity Incentive

Plan Awards:

Market or Payout

Value of Unearned

Shares, Units or

Other Rights

That Have

Not Vested

($)(1)

 
 Vahid Vahedi3/1/2023(2)    2,715 490.92 3/1/30         
 3/1/2023(3)          1,810 1,101,856     
 3/1/2023(4)              3,318 2,019,866 
 3/1/2022(2)  696 1,392 540.57 3/1/29         
 3/1/2022(3)          929 565,538     
 3/1/2022(4)              2,554 1,554,773 
 3/1/2021(2)  818 409 598.81 3/1/28         
 3/1/2021(3)          546 332,383     
 3/1/2021(4)              2,045 1,244,914 
 3/2/2020(2)  2,748   300.33 3/2/27         
 3/1/2019(2)  7,432   176.75 3/1/26         
  3/1/2018(2)  3,576   190.07 3/1/25         
 Seshasayee (Sesha) Varadarajan3/1/2023(2)    2,940 490.92 3/1/30         
 3/1/2023(3)          1,961 1,193,778     
 3/1/2023(4)              3,595 2,188,492 
 3/1/2022(2)  696 1,392 540.57 3/1/29         
 3/1/2022(3)          929 565,538     
 3/1/2022(4)              2,554 1,554,773 
 3/1/2021(2)  818 409 598.81 3/1/28         
 3/1/2021(3)          546 332,383     
 3/1/2021(4)              2,045 1,244,914 
 3/2/2020(2)  2,748   300.33 3/2/27         
 3/1/2019(2)  7,432   176.75 3/1/26         
 3/1/2018(2)  3,576   190.07 3/1/25         
Lam Research Corporation 2020 Proxy Statement  43


 
Outstanding Equity Awards at 2020 Fiscal Year-End 
        Option Awards     Stock Awards 
   Name Grant Date     Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
  Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
     Number of
Shares or
Units of Stock
That Have Not
Vested
(#)
  

Market Value
of Shares or
Units of Stock
That Have Not
Vested

($) (1)

  Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)
  

Equity Incentive
Plan Awards:

Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(1)

 

Seshasayee (Sesha) Varadarajan

  3/2/2020   (2)       2,748  300.33  3/2/27   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/2/2020   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  2,748  831,325  

 

 

 

 

 

  

 

 

 

 

 

  3/2/2020   (4)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3,435  1,039,156
  3/1/2019   (2)    2,477  4,955  176.75  3/1/26   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2019   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  1,859  562,385  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2019   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  4,647  1,405,810
  3/1/2018   (2)    2,384  1,192  190.07  3/1/25   

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2018   (3)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  1,193  360,906  

 

 

 

 

 

  

 

 

 

 

 

  3/1/2018   (5)    

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  4,474  1,353,474

(1)

Calculated by multiplying the number of not vested units by $302.52,$608.76, the closing price of our common stock on June 26, 2020.

23, 2023.

(2)

The stock options will become exercisable in three equal installments on the first, second, and third anniversaries of the grant date, subject to continued employment.

(3)

The RSUs will vest in three equal installments on the first, second, and third anniversaries of the grant date, subject to continued employment.

(4)

The Market-based PRSUs will vest on the third anniversary of the grant date, subject to continued employment. The Market-based PRSUs are shown at their target amount. The actual conversion of the Market-based PRSUs into shares of Lam common stock following the conclusion of the three-year performance period will range from 0% to 150% of the target amount, depending upon Lam’s “total return” stock price performance (assuming any dividends paid are reinvested on the ex-dividend date) compared to the market price performance of the PHLX Semiconductor Sector Total Return Index over the applicable three-year performance period.

(5)

The Market-based PRSUs will vest on the third anniversary of the grant date, subject to continued employment. The Market-based PRSUs are shown at their target amount. The actual conversion of the Market-based PRSUs into shares of Lam common stock following the conclusion of the three-year performance period will range from 0% to 150% of that target amount, depending upon Lam’s “total return” stock price performance (assuming any dividends paid are reinvested on the ex-dividend date) compared to the market price performance of the PHLX Semiconductor Sector IndexXSOX index over the applicable three-year performance period.

(6)(5)

The stock options will become exercisable over four years (one quarter on the firstone-year anniversary of the grant date and the remainder on a pro-rated basis on the sixth day of every month thereafter for the next 36 months), subject to continued employment.

Lam Research Corporation 2023 Proxy Statement  51

(7)

The RSUs will vest over four years (one quarter of the RSUs on the first anniversary of the grant date and the remainder of the RSUs on a pro-rated basis on the last day of every month thereafter for the next 36 months), subject to continued employment.

Table of Contents 

(8)

The stock options became exercisable on the second anniversary of the grant date.

Figure 51. FY202056. Option Exercises and Stock Vested During Fiscal Year 2023(1)

 
Option Exercises and Stock Vested for Fiscal Year 2020 (1) 
  Option Awards     Stock Awards 
   Name Number of
Shares
Acquired on
Exercise
(#)
  Value
Realized on
Exercise
($)
     Number of
Shares
Acquired on
Vesting
(#)
  Value
Realized on
Vesting
($)
 

Timothy M. Archer

  36,174  7,303,600  

 

 

 

 

 

  48,462  14,101,009

Douglas R. Bettinger

        

 

 

 

 

 

  44,725  12,635,703

Richard A. Gottscho

  9,236  1,184,365  

 

 

 

 

 

  27,869  8,177,601

Patrick J. Lord

  1,333  104,880  

 

 

 

 

 

  12,691  3,723,920

Seshasayee (Sesha) Varadarajan

        

 

 

 

 

 

  11,619  3,409,363

 NameOption Awards Stock Awards 
 Number of
Shares Acquired
on Exercise
(#)
 Value Realized
on Exercise
($)
 Number of
Shares Acquired
on Vesting
(#)
 Value Realized
on Vesting
($)
 
 Timothy M. Archer  28,010 13,607,457 
 Douglas R. Bettinger53,188 16,536,875 14,265 6,610,745 
 Patrick J. Lord  6,607 3,238,184 
 Vahid Vahedi  5,881 2,882,521 
 Seshasayee (Sesha) Varadarajan  5,881 2,882,521 
(1)

The table shows all stock options exercised and the value realized upon exercise, and all stock awardsRSUs and Market-based PRSUs vested and the value realized upon vesting, by the NEOs during fiscal year 2020, which ended on June 28, 2020.

vesting.

Figure 52. FY2020 Non-Qualified57. Nonqualified Deferred Compensation

 
Non-Qualified Deferred Compensation for Fiscal Year 2020 
   Name 

Executive

Contributions

in FY 2020

($) (1)

  

Registrant

Contributions

in FY 2020

($) (2)

  

Aggregate

Earnings in

FY 2020

($) (3)

  

Aggregate

Balance at
FYE 2020

($) (4)

 

Timothy M. Archer

  390,100  2,500  391,921  7,488,060

Douglas R. Bettinger

  527,809  1,093  155,947  3,784,110

Richard A. Gottscho

        70,327  2,272,276

Patrick J. Lord

            

Seshasayee (Sesha) Varadarajan

            

 Name

Executive

Contributions

in FY 2023

($)(1)

 

Registrant

Contributions

in FY 2023

($)(2)

 

Aggregate

Earnings in

FY 2023

($)(3)

 

Aggregate

Balance at

2023 Fiscal

Year-End

($)(4)

 
 Timothy M. Archer615,020 2,500 630,214 10,460,027 
 Douglas R. Bettinger176,250 2,500 398,490 5,841,938 
 Patrick J. Lord    
 Vahid Vahedi    
 Seshasayee (Sesha) Varadarajan    
(1)

The entire amount of each executive’s contributions in fiscal year 20202023 is reported in each respective NEO’s compensation in our fiscal year 20202023Summary Compensation Table” above.

(2)

Represents the amount that Lam credited to the Elective Deferred Compensation Plan or “EDCP,”(the “EDCP”), which is 3% of the executive’s salary contribution during calendar years 20192022 and 2020,2023, to a maximum annual benefit of $2,500. These amounts are included in the “Summary Compensation Table” and “FY2020 All Other Compensation Table for Fiscal Year 2023” above.

(3)

The NEOs did not receive above-market or preferential earnings in fiscal year 2020.

2023.

(4)

The fiscal year-end balance includes $6,703,539$7,249,577 for Mr. Archer $3,099,261and $3,879,590 for Mr. Bettinger and $2,201,949 for Dr. Gottscho that were previously reported in the “FY2019 Non-Qualified Deferredour Summary Compensation” table Tables in our 2019 proxy statement.previous years. The fiscal year-end balance includes $6,768,664$9,570,784 for Mr. Archer $3,784,110and $5,841,938 for Mr. Bettinger and $366,136 for Dr. Gottscho that was contributed after December 31, 2004, or constitutes earnings on such contributions, and which is subject to distribution in the event of a Change in Control (as defined in the EDCP) as described in “Potential Payments upon Termination or Change in Control - Elective Deferred Compensation Plan” below.

Potential Payments upon Termination or Change in Control

On December 22, 2020, the independent members of our Board adopted an executive severance policy (the “severance policy”) and an executive change in control policy (the “change in control policy”), effective as of January 1, 2021. The policies are applicable to our NEOs. The following is a summary of the employment agreementspolicies.

Executive Severance Policy

The severance policy applies to individuals serving as our CEO, president, executive vice president, and senior vice president (each, a “covered executive”), including each of our namedNEOs. However, certain provisions of the severance policy apply only to individuals serving as CEO, president or executive officers.

Executive Employment Agreements

Timothy M. Archer. The Company andvice president (each, a “Tier 1 executive”), currently including Mr. Archer, entered into an employment agreement, or “Mr. Archer’s agreement,” effective January 1, 2018, for a term ending on December 31, 2020, subject to the right of the Company or Mr. Archer, under certain circumstances, to terminate the agreement prior to such time. Bettinger and Dr. Lord.

The agreement was amended on March 16, 2018 to reflect his promotion to president and COO and on August 8, 2019 to reflect his promotion to, and new compensation as, president and CEO.

Under the terms of Mr. Archer’s agreement, Mr. Archer receives a base salary, which is reviewed annually and potentially adjusted. It was set initially in the latest amendment to the agreement at $1,000,000. Mr. Archer is also entitled to participate in any short-term or long-term variable compensation programs offered by the Company to its executive officers generally, subject to the applicable terms and conditions of those programs and the approval of the independent members of the Board, and to participate in the Company’s Elective Deferred Compensation Plan. Mr. Archer receives other benefits, such as health insurance, paid time off (as his schedule permits), and eligible benefits under other plans and programs generally applicable to executive officers of the Company.

Ifseverance policy provides that if an Involuntary Termination (as defined in Mr. Archer’s agreement)the severance policy) of Mr. Archer’sa Tier 1 executive’s employment occurs, other than in connection with a Change in Control (asor an Acquisition (each as defined in Mr. Archer’s agreement)the severance policy), Mr. Archerthe Tier 1 executive will be entitled to: (1) a lump-sum cash payment equal to 18 months100% (150% for our CEO) of histhe Tier 1 executive’s then-current annual base salary, plus an amount equal to 50% (100% for our CEO) of the average of the last five annual payments made to Mr. Archerthe Tier 1 executive under the short termshort-term variable compensation program or any predecessor or successor programs (the “Short Term“Short-Term Program,” and such average, the “Five-Year Average Amount”), plus an amount equal to the pro ratapro-rata amount hethe Tier 1 executive would have earned under the Short TermShort-Term Program for the calendar year in which histhe Tier 1 executive’s employment is terminated had histhe Tier 1 executive’s employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under the Short-Term Program and the number of full months elapsed prior to the termination date; (2) certain medical

52 

benefits; (3) vesting, as of the date of termination, of a pro rata portion of the unvested stock option or RSU awards that are solely service-based granted to the Tier 1 executive at least 12 months prior to the termination date; and (4) a cash payment equal to the product of (x) a pro rata portion (based on the time from the first day of the Performance Period (as defined in the award agreements) until the earlier of the termination date or the last day of the Performance Period) of the unvested Market-based PRSU and/or other performance-based RSU awards granted to the Tier 1 executive, as adjusted for the Company’s performance (calculated as set forth in the award agreements) over the time from the first day of the Performance Period until the earlier of the termination date or the last day of the Performance Period and (y) the closing stock price on the date of termination.

If the Company carries out an Acquisition (as defined in the severance policy) during the period of a covered executive’s employment, and if there is an Involuntary Termination of the covered executive’s employment on or after the date of the initial public announcement of, or within the 24 months following the consummation of, the Acquisition, the covered executive will be entitled to: (1) a lump-sum cash payment equal to 150% (200% for our CEO) of the covered executive’s then current annual base salary, plus an amount equal to 150% (200% for our CEO) of the Five-Year Average Amount, plus an additional amount equal to a pro rata amount (based on the number of full months worked in the calendar year during which the termination occurs) of the Five-Year Average Amount; (2) certain medical benefits; (3) vesting, as of the date of termination, of the unvested stock option or RSU awards that are solely service-based granted to the covered executive prior to the Acquisition; and (4) a cash payment equal to the product of (x) the sum of (i) a pro rata portion (based on time from the first day of the Performance Period until the earlier of the closing of the Acquisition or the last day of the Performance Period) of the unvested Market-based PRSUs/performance-based RSUs as adjusted for the Company’s performance (calculated as set forth in the award agreements) over the time from the first day of the Performance Period until the closing of the acquisition and (ii) a pro rata portion (based on time from the day following the closing of the Acquisition until the last day of the Performance Period) of the target number of unvested Market-based PRSUs/performance-based RSUs (i.e. unadjusted for performance) and (y) the closing stock price on the closing date of the Acquisition.

If a Tier 1 executive’s employment is terminated due to disability or in the event of the Tier 1 executive’s death, the Tier 1 executive (or the Tier 1 executive’s estate) will be entitled to: (1) the pro rata amount the Tier 1 executive would have earned under the Short-Term Program for the calendar year in which the Tier 1 executive’s employment is terminated had the Tier 1 executive’s employment continued until the end of such calendar year, such pro rata portion to be calculated based on the performance results achieved under the Short TermShort-Term Program and the number of full months elapsed prior to the termination date; (2) payment of any amounts accruedcertain medical benefits; (3) vesting, as of the date of termination, underof any long-term, cash-based variable-compensation programsunvested stock option and RSU awards, that are solely service-based, granted to the Tier 1 executive prior to the date of the Company (the “Long Term Cash Programs”); (3) certain medical benefits;termination; and (4) a cash payment equal to a product of (x) a pro rata portion (based on time of servicevesting, as of the date of termination)termination, of a portion of the unvested Market-based PRSU and/or other PRSU/performance-based RSU awards granted to Mr. Archer,the Tier 1 executive, as adjusted for the Company’s performance (calculated as set forth in the award agreements) over the time from the first day of servicethe Performance Period until the earlier of the termination date or the last day of the Performance Period.

If the employment of a covered executive who is not a Tier 1 executive is terminated due to disability or in the event of the covered executive’s death, the covered executive (or the covered executive’s estate) will be entitled to: (1) vesting, as of the date of termination, of any unvested stock option and (y)RSU awards, that are solely service-based, granted to the closing stock price oncovered executive prior to the date of termination; and (5)(2) vesting, as of the date of termination, of a pro rata portion of the unvested stock option orMarket-based PRSU/performance-based RSU awards that are not performance-based granted to Mr. Archer at least 12 months priorthe covered executive, as adjusted for the Company’s performance (calculated as set forth in the award agreements) over the time from the first day of the Performance Period until the earlier of the termination date or the last day of the Performance Period.

If a covered executive voluntarily resigns, the covered executive will be entitled to no additional benefits (except as the covered executive may be eligible for under the Company’s Retiree Health Plans), outstanding stock options, RSUs and Market-based PRSUs/performance-based RSUs will cease to vest on the termination date, and stock options will be canceled unless they are exercised within ninety days after the termination date. All RSUs and Market-based PRSUs/performance-based RSUs will be canceled on the termination date.

The severance policy conditions all payments and benefits upon a covered executive’s performance in all material respects of their confidentiality and non-compete obligations to the Company. The severance policy also requires a covered executive to execute a release in favor of the Company, which includes a non-solicitation obligation for a period of six months following the termination of the covered executive’s employment, to receive the payments described above. Any compensation that is paid to a covered executive by the Company is subject to any applicable compensation recovery policy.

Continues on next page  uThe severance policy may be amended at any time; provided, however, that any amendment that would adversely affect a covered executive will not be applicable without such covered executive’s consent until the later of (i) 18 months following the date of such amendment, or (ii), if the amendment occurs during the Change In Control Protection Period (as defined in the change in control policy), the end of the Change In Control Protection Period.

Lam Research Corporation 2023 Proxy Statement  53

Executive Change in Control Policy

Lam Research Corporation 2020 Proxy Statement  45
The change in control policy applies to individuals serving as covered executives, including each of our NEOs.


IfThe change in control policy provides that if a Change in Control of the Company (as defined in Mr. Archer’s agreement)the change in control policy) occurs during the period of Mr. Archer’sa covered executive’s employment, and if there is an Involuntary Termination of Mr. Archer’sthe covered executive’s employment either in contemplationon or after the date of the initial public announcement of the transaction or within the 1824 months following the Change in Control, Mr. Archerthe covered executive will be entitled to: (1) a lump-sum cash payment equal to 24 months150% (200% for our CEO) of Mr. Archer’s then-currentthe covered executive’s then current annual base salary, plus an amount equal to two times150% (200% for our CEO) of the Five-Year Average Amount, plus an additional amount equal to a pro rata amount (based on the number of full months worked duringin the calendar year during which the termination occurs) of the Five-Year Average Amount; (2) certain medical benefits; (3) vesting, as of the date of termination, of the unvested stock option or RSU awards that are solely service-based granted to the covered executive prior to the Change in Control; and (4) conversion of any Market-based PRSUs and/or other PRSUs/performance-based RSUs outstanding as of the Change in Control into a cash award payable at time of termination calculated as set forth in the award agreements (pursuant to the Company’s current form of Market-based PRSU award agreement, the cash award would be equal to the product of the closing stock price on the closing date of the Change in Control and(x) the sum of: (x)of (i) a pro rata portion (based on time of service asfrom the first day of the datePerformance Period until the earlier of termination)the closing of the Change in Control or the last day of the Performance Period) of the unvested Market-based PRSU/PRSUs/performance-based RSU awards granted to Mr. ArcherRSUs as adjusted for the Company’s performance (calculated as set forth in the award agreements) over the time of service and (y)from the remainderfirst day of the pro-rata portion of unvested Market-based PRSU/performance-based RSU awards at target; vesting, as ofPerformance Period until the date of termination, of the unvested stock option or RSU awards that are not performance-based granted to Mr. Archer prior to the Change in Control; and payment of any amounts accrued asclosing of the Change in Control under any then-existing Long Term Cash Programs, plus an amount equal toand (ii) a pro rata portion (based on time from the remainingday following the closing of the Change in Control until the last day of the Performance Period) of the target amount under any then-existing Long Term Cash Programs.number of unvested Market-based PRSUs/performance-based RSUs (i.e. unadjusted for performance) and (y) the closing stock price on the closing date of the Change in Control).

If the Company is acquired by another entity in connection with a Change in Control of the Company (as defined in Mr. Archer’s agreement)the severance policy) during the period of Mr. Archer’sa covered executive’s employment, and there is or will be no market for the Company’s common stock, and if the acquiring company does not provide Mr. Archerthe covered executive with stock options and RSU awards comparable to the unvested stock option or RSU awards that are not performance-based that are granted to Mr. Archerthe covered executive prior to the Change in Control, then regardless of whether Mr. Archer’sthe covered executive’s employment is terminated, Mr. Archerthe covered executive will be entitled to the vesting, immediately prior to the Change in Control, of all such unvested stock option or RSU awards that are not performance-based that are granted to Mr. Archerthe covered executive prior to the Change in Control.

If Mr. Archer’s employment is terminated due to disability orThe change in the eventcontrol policy conditions all payments and benefits upon a covered executive’s performance in all material respects of his death, Mr. Archer (or his estate) will be entitled to: (1) the pro rata amount he would have earned under the Short Term Program for the calendar year in which his employment is terminated had his employment continued until the end of such calendar year, such pro rata portion to be calculated based on the performance results achieved under the Short Term Programtheir confidentiality and the number of full months elapsed priornon-compete obligations to the termination date; (2) payment of any amounts accrued asCompany. The change in control policy also requires a covered executive to execute a release in favor of the date of termination under any then-existing Long Term Cash Programs; (3) certain medical benefits; (4) vesting, as of the date of termination, of 50% of the unvested stock option, and RSU awards,Company, which are not performance based, granted to Mr. Archer prior to the date of termination (orincludes a pro rata amount, based on period of service, if greater than 50%); and (5) vesting, as of the date of termination, of 50% of the Market-based PRSU/performance-based RSU awards (or a pro rata amount, based on period of service, if greater than 50%) as adjusted for the Company’s performance during the service period (in either case) granted to Mr. Archer prior to the date of termination.

If Mr. Archer voluntarily resigns, he will be entitled to no additional benefits (except as he may be eligible for under the Company’s Retiree Health Plans); stock options, RSUs and Market-based PRSUs/performance-based RSUs will cease to vest on the termination date; and stock options will be canceled unless they are exercised within 90 days after the termination date. All RSUs and Market-based PRSUs/performance-based RSUs will be canceled on the termination date.

Mr. Archer’s agreement also subjects Mr. Archer to customary confidentiality and non-competition obligations during the term of the agreement, the application of the Company’s compensation recovery, or clawback, policy to any compensation, and non-solicitation obligations obligation for a period of six months following the termination of his employment. The agreement also requires Mr. Archer to execute a release in favor of the Companycovered executive’s employment, to receive the payments described above.

Douglas R. Bettinger. The Any compensation that is paid to a covered executive by the Company and Mr. Bettinger entered into an employment agreement, or “Mr. Bettinger’s agreement,” with a term commencing on January 1, 2018 and ending on December 31, 2020,is subject to the right of the Company or Mr. Bettinger, under certain circumstances, to terminate the agreement prior to such time. Mr. Bettinger’s agreement was amended on November 30, 2018 to reflect his 2019any applicable compensation and special equity award described in further detail in “Compensation Discussion and Analysis - Compensation Relating to Management Transition” above. The terms of Mr. Bettinger’s agreement are substantively similar to those of Mr. Archer’s agreement, with the following material difference: Mr. Bettinger’s base salary was set initially in the latest amendment to the agreement at $640,000.recovery policy.

The severance terms of Mr. Bettinger’s agreement are generally similar to those of Mr. Archer’s agreement, except that (1) Mr. Bettinger will receive 12-months base salary instead of 18-months in the event of his Involuntary Termination; and (2) instead of a payment of the Five-Year Average Amount, he will receive a payment of 50% of the Five-Year Average Amount. The Change in Control terms of Mr. Bettinger’s agreement are generally similar to those of Mr. Archer’s agreement, except that Mr. Bettinger will receive 18-months base salary instead of 24-months in the event of his Involuntary Termination.

Richard A. Gottscho. The Company and Dr. Gottscho entered into an employment agreement, or “Dr. Gottscho’s agreement,” effective January 1, 2018, for a term ending on December 31, 2020, subject to the right of the Company or Dr. Gottscho, under certain circumstances, to terminate the agreement prior to such time. The terms of Dr. Gottscho’s agreement are substantively

similar to those of Mr. Bettinger’s agreement with the following material difference: under Dr. Gottscho’s agreement, his initial base salary at the beginning of the term of the agreement was set at $567,324. The severance and Change in Control terms of Dr. Gottscho’s agreement are also generally similar to those of Mr. Bettinger’s agreement.

Patrick J. Lord. The Company and Dr. Lord entered into an employment agreement, or “Dr. Lord’s agreement,” effective September 8, 2020, for a term ending on December 31, 2020, subject to the right of the Company or Dr. Lord, under certain circumstances, to terminate the agreement prior to such time. The terms of Dr. Lord’s agreement are substantively similar to those of Mr. Bettinger’s agreement with the following material difference: under Dr. Lord’s agreement, his initial base salary at the beginning of the term of the agreement was set at $509,850. The severance and Change in Control terms of Dr. Lord’s agreement are also generally similar to those of Mr. Bettinger’s agreement. Prior to entering into Dr. Lord’s agreement, the Company and Dr. Lord were party to a change in control agreement with terms substantively similar to the the change in control agreement with Mr. Varadarajan that is described below under “Other Executive Agreements.”

Other Executive Agreements

The Company entered into a change in control agreement with Mr. Varadarajan effective January 1, 2018, or the “change in control agreement,” for a term ending on December 31, 2020, subject to the right of the Company or Mr. Varadarajan, under certain circumstances, to terminate the change in control agreement prior to such time. The change in control policy may be amended at any time; provided, however, that any amendment that would adversely affect a covered executive will not be applicable without such covered executive’s consent until the later of (i) 18 months following the date of such amendment, or (ii) if the amendment occurs during the Change In Control Protection Period, the end of the Change In Control Protection Period.

Executive Transition Policy

As described above in “III. Primary Components of NEO Compensation; CY2022 Compensation Payouts; CY2023 Compensation Targets and Metrics - Other Benefits Not Available to All Employees - Senior Executive Transition Policy” the Company has a senior executive transition policy that provides eligible executives with an opportunity to work a mutually-agreed reduced schedule in anticipation of subsequent retirement. An eligible executive who wishes to commence a transition under the terms of Mr. Varadarajan’sthe transition policy must, among other things, have entered into a transition agreement are generally similarwith the Company setting forth the material terms of the transition, including, among other things, the executive’s acknowledgement that (1) the executive’s provision of notice of their intent to those contained in Mr. Archer’s agreement. Theconsider a transition does not constitute notice of their voluntary resignation under the severance policy or change in control agreement of Mr. Varadarajan contains confidentiality, non-competition,policy, and non-solicitation terms that are substantively similar to those of Mr. Archer’s, Mr. Bettinger’s, Dr. Gottscho’s and Dr. Lord’s agreements, and require Mr. Varadarajan to execute a release in favor(2) neither (i) the termination of the Company to receiveexecutive’s employment, voluntarily or involuntarily, for any or no cause, at the payments describedend of the mutually-agreed upon period of the transition, nor (ii) any reduction in the previous paragraph.scope of the executive’s duties or responsibilities, change to the person or persons to whom the executive reports, and/or reduction in salary, benefits or compensation (target or actual) in the course of the transition that is consistent with the terms of the transition policy, does or will constitute an involuntary termination for any purpose, including, without limitation, under the severance policy, change in control policy, any stock incentive plan, or any equity award agreement.

54 

Equity Plans

In addition to the above, certain of our stock plans provide for accelerated benefits after certain events. While the applicable triggers under each plan vary, these events generally include: (1) a merger or consolidation in which the Company is not the surviving entity, (2) a sale of substantially all of the Company’s assets, including a liquidation or dissolution of the Company, or (3) a change in the ownership of more than 50% of our outstanding securities by tender offer or similar transaction. After a designated event, the vesting of some or all of the awards granted under these plans may be immediately accelerated in full, or certain awards may be assumed, substituted, replaced, or settled in cash by a surviving corporation or its parent. The specific treatment of awards in a particular transaction will be determined by the Board and/or the terms of the applicable transaction documents.

Potential Payments to Named Executive Officers upon Termination or Change in Control

The tables below summarize the potential payments to our NEOs, assuming aan employment termination or change in control of the Company as of the end of fiscal year 2020.2023. These amounts are calculated assuming that the employment termination or change in control occurs on the last day of fiscal year 2020,2023, June 28, 2020.25, 2023. The closing price per share of our common stock on June 26, 2020,23, 2023, which was the last trading day of fiscal year 2020,2023, was $302.52.$608.76. The short-term incentive program pro rata amounts are calculated by multiplying the applicable pro rata percentage by the target. Actual performance will not be known until after the end of calendar year 2020.2023.

Figure 53.58. Potential Payments to NEOs upon Termination or Change in Control as

 Potential Payments to Mr. Archer upon Termination or Change in Control as of June 25, 2023 
     Involuntary Termination 
   Voluntary
Termination
($)
 

Disability

or Death

($)

 

For

Cause

($)

 

Not for

Cause

($)

  

Change in Control or

Acquisition by Lam

($)

 
 Compensation            
 Severance    1,725,000  2,300,000 
 Short-term Incentive (5-year average)    2,022,302  4,044,605 
 Short-term Incentive (pro rata)  958,333  958,333  842,626 
 Long-term Incentives:            
 Stock Options (Unvested and Accelerated)  2,843,931  91,294  2,843,931 
 Service-based Restricted Stock Units (Unvested and Accelerated)  7,352,603  662,331  7,352,603 
 Performance-based Restricted Stock Units (Unvested and Accelerated)  26,966,242  10,452,410  26,183,985 
 Benefits and Perquisites            
 Health Benefit Continuation/Retiree Health Plans 825,000 825,000 825,000 825,000  825,000 
 Total 825,000 38,946,109 825,000 16,736,670  44,392,750 

Potential Payments to Mr. Bettinger upon Termination or Change in Control as of June 25, 2023
     Involuntary Termination
   

Voluntary

Termination

($)

 

Disability

or Death

($)

 

For

Cause

($)

 

Not for

Cause

($)

  

Change in Control or

Acquisition by Lam

($)

 
 Compensation            
 Severance    705,000  1,057,500 
 Short-term Incentive (5-year average)    433,724  1,301,173 
 Short-term Incentive (pro rata)  337,813  337,813  361,437 
 Long-term Incentives:            
 Stock Options (Unvested and Accelerated)  782,335  22,921  782,335 
 Service-based Restricted Stock Units (Unvested and Accelerated)  2,004,038  175,932  2,004,038 
 Performance-based Restricted Stock Units (Unvested and Accelerated)  7,304,511  2,793,600  7,076,835 
 Benefits and Perquisites            
 Health Benefit Continuation/COBRA Benefit  30,122  30,122  30,122 
 Total  10,458,819  4,499,112  12,613,440 

Lam Research Corporation 2023 Proxy Statement  55

Potential Payments to Dr. Lord upon Termination or Change in Control as of June 25, 2023
     Involuntary Termination
   

Voluntary

Termination

($)

 

Disability

or Death

($)

 

For

Cause

($)

 

Not for

Cause

($)

  

Change in Control or

Acquisition by Lam

($)

 
 Compensation            
 Severance    577,661  866,492 
 Short-term Incentive (5-year average)    317,851  953,554 
 Short-term Incentive (pro rata)  264,761  264,761  264,876 
 Long-term Incentives:            
 Stock Options (Unvested and Accelerated)  640,073  18,376  640,073 
 Service-based Restricted Stock Units (Unvested and Accelerated)  1,636,956  143,059  1,636,956 
 Performance-based Restricted Stock Units (Unvested and Accelerated)  5,955,499  2,270,065  5,767,392 
 Benefits and Perquisites            
 Health Benefit Continuation/COBRA Benefit  45,182  45,182  45,182 
 Total  8,542,471  3,636,955  10,174,525 

 
Potential Payments to Mr. Archer upon Termination or Change in Control as of June 28, 2020 
     Involuntary Termination 
  Voluntary
Termination
($)
  Disability or
Death
($)
  For
Cause
($)
  Not for
Cause
($)
  Change in
Control
($)
 

Compensation

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Severance

           1,575,000  2,100,000

Short-term Incentive (5-year average)

           1,295,171  2,590,341

Short-term Incentive (pro rata)

     656,250     656,250  539,654

Long-term Incentives:

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Stock Options (Unvested and Accelerated)

     5,036,627     454,799  10,270,773

Service-based Restricted Stock Units (Unvested and Accelerated)

     4,996,420     586,586  10,524,066

Performance-based Restricted Stock Units (Unvested and Accelerated)

     11,486,684     9,367,460  17,544,016

Benefits and Perquisites

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Health Benefit Continuation/COBRA Benefit

     36,702     36,702  36,702

Total

     22,212,683     13,971,968  43,605,552
Potential Payments to Dr. Vahedi upon Termination or Change in Control as of June 25, 2023
     Involuntary Termination
   

Voluntary

Termination

($)

 

Disability

or Death

($)

 

For

Cause

($)

 

Not for

Cause

($)

  

Change in Control or

Acquisition by Lam

($)

 
 Compensation            
 Severance      805,727 
 Short-term Incentive (5-year average)      821,218 
 Short-term Incentive (pro rata)      228,116 
 Long-term Incentives:            
 Stock Options (Unvested and Accelerated)  418,926    418,926 
 Service-based Restricted Stock Units (Unvested and Accelerated)  1,999,777    1,999,777 
 Performance-based Restricted Stock Units (Unvested and Accelerated)  4,928,522    4,783,027 
 Benefits and Perquisites            
 Health Benefit Continuation/Retiree Health Plans 811,000 811,000 811,000 811,000  811,000 
 Total 811,000 8,158,225 811,000 811,000  9,867,791 

Potential Payments to Mr. Varadarajan upon Termination or Change in Control as of June 25, 2023
     Involuntary Termination
   

Voluntary

Termination

($)

 

Disability

or Death

($)

 

For

Cause

($)

 

Not for

Cause

($)

  

Change in Control or

Acquisition by Lam

($)

 
 Compensation            
 Severance      805,727 
 Short-term Incentive (5-year average)      820,640 
 Short-term Incentive (pro rata)      227,955 
 Long-term Incentives:            
 Stock Options (Unvested and Accelerated)  445,440    445,440 
 Service-based Restricted Stock Units (Unvested and Accelerated)  2,091,699    2,091,699 
 Performance-based Restricted Stock Units (Unvested and Accelerated)  5,114,194    4,953,480 
 Benefits and Perquisites            
 Health Benefit Continuation/COBRA Benefit  43,588  43,588  43,588 
 Total  7,694,921  43,588  9,388,529 

Continues on next page  u56 

Table of Contents 

Lam Research Corporation 2020 Proxy Statement  47


 
Potential Payments to Mr. Bettinger upon Termination or Change in Control as of June 28, 2020 
     Involuntary Termination 
  Voluntary
Termination
($)
  Disability or
Death
($)
  For
Cause
($)
  Not for
Cause
($)
  Change in
Control
($)
 

Compensation

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Severance

           659,200  988,800

Short-term Incentive (5-year average)

           389,171  1,167,512

Short-term Incentive (pro rata)

     274,667     274,667  324,309

Long-term Incentives:

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Stock Options (Unvested and Accelerated)

     582,422     177,873  1,253,792

Service-based Restricted Stock Units (Unvested and Accelerated)

     6,321,458     239,596  12,882,814

Performance-based Restricted Stock Units (Unvested and Accelerated)

     4,407,716     3,768,925  6,553,993

Benefits and Perquisites

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Health Benefit Continuation/COBRA Benefit

     25,235     25,235  25,235

Total

     11,611,498     5,534,667  23,196,455
     
Potential Payments to Dr. Gottscho upon Termination or Change in Control as of June 28, 2020 
     Involuntary Termination 
  Voluntary
Termination
($)
  Disability or
Death
($)
  For
Cause
($)
  Not for
Cause
($)
  Change in
Control
($)
 

Compensation

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Severance

           596,031  894,047

Short-term Incentive (5-year average)

           389,149  1,167,446

Short-term Incentive (pro rata)

     223,512     223,512  324,291

Long-term Incentives:

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Stock Options (Unvested and Accelerated)

     497,974     160,560  1,094,679

Service-based Restricted Stock Units (Unvested and Accelerated)

     1,017,375     232,940  2,300,967

Performance-based Restricted Stock Units (Unvested and Accelerated)

     4,249,801     3,677,740  6,184,368

Benefits and Perquisites

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Health Benefit Continuation/Retiree Health Plans

  673,000  673,000  673,000  673,000  673,000

Total

  673,000  6,661,662  673,000  5,952,932  12,638,798
     
Potential Payments to Dr. Lord upon Termination or Change in Control as of June 28, 2020 (1) 
     Involuntary Termination 
  Voluntary
Termination
($)
  Disability or
Death
($)
  For
Cause
($)
  Not for
Cause
($)
  Change in
Control
($)
 

Compensation

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Severance

              764,775

Short-term Incentive (5-year average)

              813,011

Short-term Incentive (pro rata)

              225,836

Long-term Incentives:

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Stock Options (Unvested and Accelerated)

              869,360

Service-based Restricted Stock Units (Unvested and Accelerated)

              2,012,666

Performance-based Restricted Stock Units (Unvested and Accelerated)

              5,092,358

Benefits and Perquisites

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Health Benefit Continuation/COBRA Benefit

              25,235

Total

              9,803,241

Potential Payments to Mr. Varadarajan upon Termination or Change in Control as of June 28, 2020
Involuntary Termination
Voluntary
Termination
($)
Disability or
Death
($)
For
Cause
($)
Not for
Cause
($)
Change in
Control
($)

Compensation

Severance

720,588

Short-term Incentive (5-year average)

757,832

Short-term Incentive (pro rata)

210,509

Long-term Incentives:

Stock Options (Unvested and Accelerated)

763,249

Service-based Restricted Stock Units (Unvested and Accelerated)

1,754,616

Performance-based Restricted Stock Units (Unvested and Accelerated)

4,475,186

Benefits and Perquisites

Health Benefit Continuation/COBRA Benefit

23,581

Total

8,705,561

(1)

The table summarizing the potential payments to Dr. Lord assumes that the employment termination or change in control occurs on the last day of fiscal year 2020, June 28, 2020. Following the end of fiscal year 2020, the Company and Dr. Lord entered into an employment agreement, as described above under “Potential Payments upon Termination or Change in Control—Executive Employment Agreements,” which replaced Dr. Lord’s prior change in control agreement. If Dr. Lord’s employment agreement had been in effect as of June 28, 2020, the potential payments to Dr. Lord would have been as follows:

 
Potential Payments to Dr. Lord upon Termination or Change in Control as of June 28, 2020 
     Involuntary Termination 
  Voluntary
Termination
($)
  Disability or
Death
($)
  For
Cause
($)
  Not for
Cause
($)
  Change in
Control
($)
 

Compensation

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Severance

           509,850  764,775

Short-term Incentive (5-year average)

           271,004  813,011

Short-term Incentive (pro rata)

     191,194     191,194  225,836

Long-term Incentives:

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Stock Options (Unvested and Accelerated)

     397,122     126,491  869,360

Service-based Restricted Stock Units (Unvested and Accelerated)

     905,140     180,907  2,012,666

Performance-based Restricted Stock Units (Unvested and Accelerated)

     3,447,215     2,893,643  5,092,358

Benefits and Perquisites

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

Health Benefit Continuation/COBRA Benefit

     25,235     25,235  25,235

Total

     4,965,906     4,198,324  9,803,241

Elective Deferred Compensation Plan

As described above in “Compensation Discussion and Analysis - Primary Components of NEO Compensation; CY2019CY2022 Compensation Payouts; CY2020CY2023 Compensation Targets and Metrics - Other Benefits Not Available to All Employees - Elective Deferred Compensation Plan”, the Company maintains an Elective Deferred Compensation Plan in which all of the NEOs are eligible to participate. In addition to the potential payments shown in Figure 53,58, in the event of a Change in Control (as defined in the Elective Deferred Compensation Plan), all amounts credited to a participating NEO’s account (other than amounts contributed through December 31, 2004, and earnings thereon) will be distributed in a lump sum payment on the first business day of the eighteenth18th month following such Change in Control. The balance, and applicable amounts, of each NEO’s account as of the end of fiscal year 20202023 are set forth in note 4 to Figure 52, “FY2020 Non-Qualified57. Nonqualified Deferred CompensationCompensation”. Under the Elective Deferred Compensation Plan, amounts may be withdrawn or distributed from the plan through pre-scheduled payments or upon death, retirement, disability or a separation from service, as elected in advance by the participant in accordance with the terms of the plan.

Continues on next page  u

Lam Research Corporation 2020 Proxy Statement  49


CEO Pay Ratio

In accordance with SEC rules, we are providing the ratio of the annual total compensation of our Chief Executive Officer, or the CEO, to the median of the annual total compensation of our employees (other than theour CEO). The fiscal year 20202023 annual total compensation of our CEO, Mr. Archer, was $11,753,004,$18,310,099, the fiscal year 20202023 annual total compensation of our median compensated employee (other than theour CEO) was $104,541,$81,126, and the ratio of these amounts was 112226 to 1.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources system of record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

As permitted under the SEC rules, we are using the same median employee identified for purposes of our fiscal year 2019 and 2018 CEO pay ratios, as we believe the changes to our employee population and compensation have not significantly impacted our pay ratio. For purposes of identifying our median compensated employee in fiscal year 2018,2023, we used our global employee population as of June 24, 2018,25, 2023, identified based on our human resources systemsystems of record. We used total direct compensation as our consistently applied compensation measure for such population. In this context, total direct compensation means the sum of the applicable annual base salaries determined as of June 24, 2018,25, 2023, the incentive cash target amount payable for service in calendar year 2018,2023, and the approved value of the annual equity awards granted during fiscal year 20182023 for our global employee population. We annualized the annual base salary and incentive cash target amounts for all employees who did not work for the entire year. Given its global population, the Company used the foreign currency exchange rates in effect at the end of fiscal year 20182023 to determine the annual total direct compensation and therefore the median compensated employee. After identifying our median compensated employee, we then calculated the annual total direct compensation for our median compensated employee for fiscal year 2023 using the same methodology used for the Company’sour CEO as set forth in the “Summary Compensation Table” Tableof this proxy statement.

Lam Research Corporation 2023 Proxy Statement  57


Pay Versus Performance

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

Figure 59. Pay Versus Performance

 Fiscal Year Summary Compensation Table Total for
PEO
($)(1)
 Compensation
Actually Paid to
PEO
($)(1)(2)
 Average Summary Compensation
Table Total for
Non-PEO Named Executive
Officers
($)(1)
 Average
Compensation
Actually Paid to
Non-PEO Named Executive
Officers
($)(1)(2)
 Value of Initial Fixed $100
Investment Based On: (3)
 Net Income
($ in
thousands)
 Non-GAAP
Operating
Income as a
Percentage of Revenue
(%)(5)
 
      Total
Shareholder Return
($)
Peer Group
Total
Shareholder Return
($)(4)
   
 2023 18,310,099 35,457,770 4,654,089 8,924,931 209190 4,510,931 30.7 
 2022 16,941,156 10,266,747 4,179,804 3,029,959 152145 4,605,286 31.3 
 2021 15,495,736 56,855,461 4,171,767 17,871,377 211171 3,908,458 31.5 
(1)Timothy M. Archer was our CEO for each of the years presented. Our other NEOs, other than the CEO, during the years presented were as follows:
FY 2023: Douglas R. Bettinger, Patrick J. Lord, Vahid Vahedi and Seshasayee (Sesha) Varadarajan
FY 2022: Douglas R. Bettinger, Patrick J. Lord, Vahid Vahedi and Seshasayee (Sesha) Varadarajan
FY 2021: Douglas R. Bettinger, Richard A. Gottscho, Patrick J. Lord and Vahid Vahedi
(2)The following table presents the amounts deducted from and added to our CEO’s total compensation for each year, as well as the average amounts deducted from and added to the average of the total compensation for the other NEOs, other than the CEO, for each year, as reported in the Summary Compensation Table, in order to determine the “compensation actually paid” to our CEO and the average “compensation actually paid” to the other NEOs, in accordance with SEC rules. Neither our CEO nor the other NEOs participated in any defined benefit or actuarial pension plans (including supplemental plans) during the years presented, and no such plans are reported in the Summary Compensation Table. As a result, no information regarding deductions or additions related to pension plans is presented.

For purposes of these adjustments, the fair value of equity awards was determined as follows: (i) for service-based RSUs at fiscal year-end, using the closing price of the Company’s common stock on the last trading day preceding the fiscal year-end; (ii) for Market-based PRSUs at fiscal year-end, using a Monte Carlo simulation model with assumptions for expected volatility, risk-free interest rate, expected term and dividend yield determined as of the fiscal year-end; (iii) for service-based RSUs and Market-based PRSUs upon vesting, using the closing price of the Company’s common stock on the vesting date; (iv) for stock option awards at fiscal year-end, using a Black-Scholes option valuation model with assumptions for expected volatility, risk-free interest rate, expected term and dividend yield determined as of the fiscal year-end; and (v) for stock option awards upon vesting, using a Black-Scholes option valuation model with assumptions for expected volatility, risk-free interest rate, expected term and dividend yield determined as of the vesting date.

58 

   CEO Other NEOs (Average) 
 Adjustments FY 2023 FY 2022 FY 2021 FY 2023 FY 2022 FY 2021 
 Summary Compensation Table (SCT) Total 18,310,099 16,941,156 15,495,736 4,654,089 4,179,804 4,171,767 
 (Deduct): SCT "Stock Awards" column value (11,291,907)(10,079,176)(11,071,172)(2,709,589)(2,122,367)(2,591,242)
 (Deduct): SCT "Option Awards" column value (3,643,192)(2,669,527)(1,195,482)(737,158)(510,227)(295,211)
 Add: year-end fair value of equity awards granted in the applicable fiscal year that are outstanding and unvested as of the applicable fiscal year-end 18,979,835 11,041,230 13,042,142 4,391,629 2,280,231 3,081,156 
 Add (Deduct): year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the applicable fiscal year-end 7,625,472 (7,109,304)27,474,359 1,681,231 (1,644,600)8,431,240 
 Add: vesting date fair value of equity awards granted and vested in the applicable fiscal year       
 Add (Deduct): year-over-year change in fair value of equity awards granted in prior years that vested in the applicable fiscal year 5,477,463 2,142,368 13,109,878 1,644,729 847,118 5,073,667 
 (Deduct): fair value as of prior year-end of equity awards granted in prior years that failed to vest in the applicable fiscal year       
 Add: dollar value of dividends/earnings paid on equity awards in the applicable fiscal year       
 Compensation Actually Paid 35,457,770 10,266,747 56,855,461 8,924,931 3,029,959 17,871,377
 

(3)Total shareholder return is calculated based on the value of an initial fixed investment of $100 on June 26, 2020 through the end of the listed fiscal year, and assuming dividends are reinvested.
(4)The peer group used is the PHLX Semiconductor Sector Total Return Index, which is the same peer group used in Part II, Item 5 of our Form 10-K.
(5)Appendix A contains a reconciliation of non-GAAP operating income as a percentage of revenue to the results reported in our financial statements.

Relationship Between Compensation Actually Paid and Performance

The following graphs present the relationships between: (i) “compensation actually paid” (“CAP”), as disclosed in the Pay Versus Performance table, compared to our total shareholder return (“TSR”); (ii) our TSR compared to the TSR of the PHLX Semiconductor Sector Total Return Index, which is the Company’s “peer group” for purposes of the Pay Versus Performance table; (iii) CAP as disclosed in the Pay Versus Performance table compared to our net income; and (iv) CAP as disclosed in the Pay Versus Performance table compared to our non-GAAP operating income as a percentage of revenue.9

Figure 60. Relationships Between Compensation Actually Paid and Performance and Company TSR and Peer Group TSR

9Appendix A contains a reconciliation of non-GAAP operating income as a percentage of revenue to the results reported in our financial statements.

Lam Research Corporation 2023 Proxy Statement  59




(1)Total shareholder return is calculated based on the value of an initial fixed investment of $100 on June 26, 2020 through the end of the listed fiscal year, and assuming dividends are reinvested.
(2)Appendix A contains a reconciliation of non-GAAP operating income as a percentage of revenue to the results reported in our financial statements.

Tabular List of Financial Performance Measures

The following table includes an unranked list of the financial performance measures that, in our assessment, represent the most important financial performance measures used by us to link compensation actually paid to our NEOs, for fiscal year 2023, to our performance. For more information about how these measures factor into our executive compensation program, please refer to “Executive Compensation and Other Information – Compensation Discussion and Analysis” beginning on page 28.

Figure 61. Financial Performance Measures

Non-GAAP operating income as a percentage of revenue (Company-Selected Measure)
Relative TSR (defined as the Company’s TSR relative to the TSR of the PHLX Semiconductor Sector Total Return Index)
Non-GAAP gross margin as a percentage of revenue

60 

Table of Contents

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information, as of June 28, 2020,25, 2023, regarding securities authorized for issuance under the Company’s equity compensation plans. The Company’s equity compensation plans include the 1999 Employee Stock Purchase Plan the 2007 Stock Incentive Plan, the 2011 Stock Incentive Plan,(the “1999 ESPP”) and the 2015 Stock Incentive Plan (the “2015 Plan”), each as amended and as may be amended. Since November 4, 2015, the Company has issued awards under the 1999 Employee Stock Purchase Plan and the 2015 Stock Incentive Plan, each as amended. The 1999 Employee Stock Purchase Plan was amended and restated by the Board on August 29, 2018 and approved at the 2018 Annual Meeting of Stockholders. Please see “Proposal No. 3: Approval of the Adoption of the Lam Research Corporation 1999 Employee Stock Purchase Plan, as Amended and Restated” in the 2018 proxy statement for additional information.

Figure 54. FYE2020 Securities Authorized for Issuance under62. Equity Compensation PlansPlan Information

    

Plan Category

 

Number of 

Securities to be 

Issued Upon 

Exercise of 

Outstanding Options, 

Warrants, and Rights 

(a) 

  

Weighted-Average
Exercise Price of
Outstanding
Options, Warrants,
and Rights(1)

($) (b)

  

Number of Securities 

Remaining Available for 

Future Issuance Under 

Equity Compensation Plans 

(excluding securities 

reflected in column (a)) 

(c) 

 

Equity compensation plans approved by security holders

  2,235,376 (2)   158.01  15,325,477 (3) 

Equity compensation plans not approved by security holders

  49,385 (4)   47.99  —  

Total

  2,284,761    144.63  15,325,477  

 Plan Category Number of
Securities to be
Issued Upon
Exercise of
Outstanding Options,
Warrants, and Rights
(a)
  Weighted-Average
Exercise Price of
Outstanding
Options, Warrants,
and Rights(1)
($) (b)
 Number of Securities
Remaining Available for Future
Issuance Under Equity
Compensation Plans
(excluding securities
reflected in column (a))
(c)
  
 Equity compensation plans approved by security holders 1,343,794(2)  362.83 12,628,849(3)  
 Equity compensation plans not approved by security holders      
 Total 1,343,794  362.83 12,628,849  
(1)

DoesWeighted-average exercise prices do not include RSUs, including service-based RSUs and market-based PRSUs.

or Market-based PRSUs, which are settled for no consideration.

(2)

Includes 16,134 shares issuable upon service-based RSUs vesting, or stock option exercises under the Company’s 2007 Stock Incentive Plan, as amended, or the “2007 Plan,” and 2,219,242 shares issuable upon service-based RSUs vesting, market-basedMarket-based PRSUs vesting or stock option exercises under the Company’s 2015 Stock Incentive Plan, or the “2015 Plan.” The 2007 Plan was adopted by the Board in August 2006, was approved by Lam’s stockholders in November 2006, was amended by the Board in November 2006 and May 2013, and was retired in November 2015, when Lam’s stockholders approved the Company’s 2015 Plan. The term of the 2007 Plan and 2015 Plan was 10 years from the last date of any approval, amendment, or restatement of the plan by the Company’s stockholders. The 2015 Plan reserves for issuance up to 18,000,000 shares of the Company’s common stock. The 2,235,376 share total for plans approved by security holders, and the 2,284,761 shares shown as the total for all plan categories, assumeassumes shares will be issued at the maximum vesting amount for outstanding market-basedMarket-based PRSUs. In contrast, the number of shares reported as subject to outstanding awards in Note 5 to the Consolidated Financial Statements of the Company’s annual report on Form 10-K for the fiscal year ended June 28, 2020 assumes that, for outstanding market-based PRSUs, shares will be issued at the target vesting amount. The number of shares issuable at the maximum vesting amount for outstanding market-based PRSUs is 157,250 shares greater than the number of shares issuable at the target vesting amount.

(3)

Includes 8,909,0557,265,101 shares available for future issuance under the 2015 Plan and 6,416,4225,363,748 shares available for future issuance under the 1999 Employee Stock Purchase Plan, as amended, or the “1999 ESPP. All of the shares available for future issuance under the 1999 ESPP are available to purchase during the current purchase period, but the actual number of shares that can be purchased depends on the purchase price, which is not fixed until the end of the purchase period, and is subject to limits on purchases by individuals. The number of shares that may be purchased by an individual in the current purchase period under the 1999 ESPP cannot exceed 10,000 shares and the total fair market value of shares that can be purchased by an individual during a calendar year cannot exceed $25,000. The 1999 ESPP was adopted by the Board in September 1998, was approved by Lam’s stockholders in November 1998, was amended by stockholder approval in November 2003, was amended by stockholder approval in November 2012, and was most recently amended by the Board in August 2018. The term of the 1999 ESPP is 20 years from its effective date of August 29, 2018, unless otherwise terminated or extended in accordance with its terms.

Lam Research Corporation 2023 Proxy Statement  61

(4)

Includes 49,385 shares issuable upon stock option exercises under the Company’s 2011 Stock Incentive Plan, as amended, or the “2011 Plan.” As part of the acquisition of Novellus Systems, Inc., Lam assumed the Novellus Systems, Inc. 2011 Stock Incentive Plan. The 2011 Plan was approved by Novellus shareholders before the merger but has not been approved by a separate vote of Lam stockholders. The 2011 Plan was amended by the Board in July 2012. The term of the 2011 Plan was 10 years from its effective date of May 10, 2011, unless otherwise terminated or extended in accordance with its terms, and the 2011 Plan was retired in November 2015 when the 2015 Plan was approved by stockholders.

Table of Contents 

Continues on next page  u

Lam Research Corporation 2020 Proxy Statement  51Audit Matters


Audit Matters

Audit Committee Report

The audit committee operates under a written charter adopted by the Board that outlines its purpose and responsibilities. The audit committee reviews and assesses the adequacy of its charter at least annually and, when appropriate, recommends to the Board changes to its charter to reflect the evolving role of the audit committee. The charter of the audit committee is available on the Investors section of our website at https://investor.lamresearch.com/corporate-governance.

The audit committee is composed entirely of directors who meet the independence requirements of Nasdaq and the SEC, and who otherwise satisfy the requirements for audit committee service imposed by the Exchange Act. The Board has designated allEach member of the audit committee membersis able to read and understand fundamental financial statements as “auditrequired by the Nasdaq listing standards. Further, the Board has determined that Mr. Cannon and Mss. Mayer and Varon are "audit committee financial experts” underexperts" as defined in the SEC rules.

The Company’s management, audit committee, and independent registered public accounting firm (Ernst & Young LLP) have specific but different responsibilities relating to Lam’s financial reporting. Lam’s management is responsible for the preparation, presentation and integrity of financial statements and for the system of internal control and the financial reporting process. Ernst & Young LLP or “EY,”(“EY”) has the responsibility to express an opinion on the financial statements and the system of internal control over financial reporting, based on the audit they conducted in accordance with the standards of the Public Company Accounting Oversight Board (U.S.) (the "PCAOB"). The audit committee is responsible for monitoring and overseeing these processes. The audit committee relies on the expertise and knowledge of management, the internal audit department, and the independent auditor in carrying out its oversight responsibilities.

In accordance with applicable law, the audit committee has ultimate authority and responsibility for selecting, compensating, evaluating, and, when appropriate, replacing the Company’s independent audit firm, and evaluates its independence. The audit committee has the authority to engage its own outside advisors, including experts as the committee considers necessary to carry out its responsibilities, apart from counsel or advisors hired by management.

In this context and in connection with the audited financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2020,25, 2023, the audit committee took the following actions:

Received and discussed the audited financial statements with Company management;
Discussed with EY the matters required to be discussed by applicable requirements of the PCAOB and the SEC;
Received and discussed the written disclosures and the letter from EY as per applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and discussed with EY its independence; and
Based on the foregoing reviews and discussions, recommended to the Board that the audited financial statements be included in the Company’s 2023 Annual Report on Form 10-K for the fiscal year ended June 25, 2023 for filing with the SEC.

Received and discussed the audited financial statements with Company management;

Discussed with EY the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board, or the “PCAOB,” and the SEC;

Received and discussed the written disclosures and the letter from EY as per applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and discussed with EY its independence; and

Based on the foregoing reviews and discussions, recommended to the Board that the audited financial statements be included in the Company’s 2020 Annual Report on Form 10-K for the fiscal year ended June 28, 2020 for filing with the SEC.

This Audit Committee Report shall not be deemed “filed” with the SEC for purposes of federal securities law, and it shall not, under any circumstances, be incorporated by reference into any of the Company’s past or future SEC filings. The report shall not be deemed soliciting material.

MEMBERS OF THE AUDIT COMMITTEE

Eric K. Brandt (Chair)

Sohail U. Ahmed
Michael R. Cannon


Bethany J. Mayer


Leslie F. Varon (Chair)

62 

Table of Contents 

Relationship with Independent Registered Public Accounting Firm

EY has audited the Company’s consolidated financial statements since the Company’s inception.

Annual Evaluation and Selection of Independent Registered Public Accounting Firm

The audit committee annually evaluates the performance of the Company’s independent registered public accounting firm, including the senior audit engagement team, and determines whether to reengage the current accounting firm or consider other audit firms. Factors considered by the audit committee in deciding whether to retain EY include: (1) EY’s global capabilities to handle the breadth and complexity of the Company’s global operations; (2) EY’s technical expertise and knowledge of the Company’s industry and global operations; (3) the quality and candor of EY’s communications with the audit committee and management; (4) EY’s independence; (5) the quality and efficiency of the services provided by EY, including input from management on EY’s performance and how effectively EY demonstrated its independent judgment, objectivity and professional skepticism; (6) the appropriateness of EY’s fees; and (7) EY’s tenure as our independent auditor, including the benefits of that tenure, and the controls and processes in place (such as rotation of key partners) that help ensure EY’s continued independence in light of such tenure.

Figure 55.63. Independent Registered Public Accounting Firm Evaluation and Selection Highlights

Independence Controls

Independence Controls

Audit Committee Oversight – Oversight includes regular private sessions with EY, discussions with EY about the scope of its audit and business imperatives, a comprehensive annual evaluation when determining whether to engage EY, and direct involvement by the audit committee and its chair in the selection of a new global coordinating partner in connection with the mandated rotation of this position.

Limits on Non-Audit Services – The audit committee preapproves all professional services (including audit services and permissible non-audit services services) provided by EY in accordance with its pre-approval policy.

EY’s Internal Independence Process– EY conducts periodic internal reviews of its audit and other work, assesses the adequacy of partners and other personnel working on the Company’s account, and rotates the lead assurance engagement partner, the global coordinating partner, and other partners on the engagement consistent with independence and rotation requirements established by the PCAOB and SEC.

Strong Regulatory Framework – EY, as an independent registered public accounting firm, is subject to PCAOB inspections, “Big 4” peer reviews, and PCAOB and SEC oversight.

Benefits of Longer Tenure

Enhanced Audit Quality – EY’s significant institutional knowledge of, and deep expertise in, the Company’s semiconductor equipment industry and global business, accounting policies and practices, and internal control over financial reporting enhances audit quality.

Competitive Fees – Because of EY’s familiarity with the Company and the industry, audit and other fees are competitive with peer independent registered public accounting firms.

Avoid Costs Associated with New Auditor – Bringing on a new independent registered public accounting firm would be costly and require a significant time commitment, which could lead to management distractions.

Fees Billed by EYErnst & Young LLP

The table below shows the fees billed by EY for audit and other services provided to the Company in fiscal years 20202023 and 2019.2022.

Figure 56. FY2020/201964. Fees Billed by Ernst & Young LLP

   
  Fiscal Year 2020
($)
                  Fiscal Year  2019
($)
 

Audit Fees (1)

  4,504,880    4,703,830  

Audit-Related Fees (2)

  7,000    27,000  

Tax Fees (3)

  211,416    194,170  

All Other Fees

  —     —   

TOTAL

  4,723,296    4,925,000  

 Fiscal Year 2023
($)
 Fiscal Year 2022
($)
Audit Fees(1)6,084,223 5,293,103
Audit-Related Fees(2)91,000 129,000
Tax Fees(3)154,974 195,558
All Other Fees(4)254,960 
TOTAL6,585,157 5,617,661
(1)

Audit Fees represent fees for professional services provided in connection with the audits of annual financial statements. Audit Fees also include reviews of quarterly financial statements, audit services related to other statutory or regulatory filings or engagements, and fees related to EY’s audit of the effectiveness of the Company’s internal control over financial reporting pursuant to section 404 of the Sarbanes-Oxley Act.

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Lam Research Corporation 2020 Proxy Statement  53


(2)

Audit-Related Fees represent fees for assurance and related services that are reasonably related to the audit or review of the Company’s financial statements and are not reported above under “Audit Fees”. These fees principally include services provided for agreed upon procedures related to financial assurance certification for certain costs related to local regulatory requirements and accounting due diligence and accounting consultation fees in connectionreview associated with an information systems audit in 2019.

business acquisitions.

(3)

Tax Fees represent fees for professional services for tax planning, tax compliance and review services related to foreign tax compliance and assistance with tax audits and appeals.

(4)All Other Fees represent fees for permitted services other than the services reported in audit fees, audit-related fees, and tax fees.

The audit committee reviewed summaries of the services provided by EY and the related fees during fiscal year 20202023 and has determined that the provision of non-audit services was compatible with maintaining the independence of EY as the Company’s independent registered public accounting firm. The audit committee or its delegate approved 100% of the services and related fee amounts for services provided by EY during fiscal year 2020.2023.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services

It is the responsibility of the audit committee to approve, in accordance with sections 10A(h) and (i) of the Exchange Act and the rules and regulations of the SEC, all professional services to be provided to us by our independent registered public accounting firm, provided that the audit committee may not approve any non-audit services proscribed by section 10A(g) of the Exchange Act in the absence of an applicable exemption.

It is our policy that the audit committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm, consistent with the criteria set forth in the audit committee charter and applicable laws and regulations. The audit committee has delegated to the chair of the audit committee the authority to pre-approve such services, provided that the chair shall report any decisions to pre-approve such services to the full audit committee at its next regular meeting. These services may include audit services, audit-related services, tax services, and other services. Our independent registered public accounting firm and our management are required to periodically report to the audit committee regarding the extent of services provided by our independent registered public accounting firm pursuant to any such pre-approval.

Certain Relationships and Related Party Transactions

The audit committee is responsible for the review and oversight of all related party transactions required to be disclosed to the public under SEC rules pursuant to its written charter. In addition, the Company maintains a written code of ethics that requires all employees, officers and directors to act ethically when handling any actual or apparent conflicts of interest in personal and professional relationships and to promptly report any such issues to the Company’s legal department.

No family relationships exist as of the date of this proxy statement or existed during fiscal year 20202023 among any of our directors and executive officers. There were three related party transactionsThe Company participated in one transaction (including employment and compensation associated therewith) that occurred since the beginning of fiscal year 2020:

The son2023 in which a director, director nominee, executive officer, or one of Stephen G. Newberry, who wastheir immediate family members had a material interest and the former chairman of our Board prior to his retirement fromamount involved exceeded $120,000. Specifically, the Board effective as of November 4, 2019, Ryan Newberry, is employed by the Company as a manager of security.

The daughter-in-law of Stephen G. Newberry, Meghan Newberry, is employed by the Company as a manager of materials in the supply chain operations group.

The brother-in-law of Ava Hahn, our Senior Vice President, Chief Legal Officer and Secretary, Eric Samulon, is employed by the Company as a senior manager of product developmentengineering in the etch business unit.

Global Products Group. In fiscal year 2020,2023, the aggregate compensation paid to Ryan Newberry, Meghan Newberry and EricDr. Samulon, including salary, incentive compensation, the grant date value of long-term incentive awards, and the value of any health and other benefits contributed to or paid for by the Company, was less than $250,000 each. The$350,000. Dr. Samulon's aggregate compensation for each is similar to the aggregate compensation of other employees holding equivalent positions.

On February 3, 2023, BlackRock Inc. (“BlackRock”) filed an amendment to Schedule 13G reporting the beneficial ownership, together with certain subsidiaries, of 11,026,970 shares of our common stock, or approximately 8.34% of the shares outstanding on September 8, 2023. As a result of beneficially owning more than 5% of our common stock, BlackRock may be deemed to have been a related person of the Company during fiscal year 2023. The Company invests in certain BlackRock money market funds. The Company received approximately $16.6 million in interest and/or dividends from these funds during fiscal year 2023.

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Voting Proposals

Proposal No. 1: Election of Directors

This first proposal relates to the election to the Board of nineeleven nominees who are directors of the Company as of the date of this proxy statement. In general, the nineeleven nominees identified in this proposal who receive the highest number of “for” votes will be elected. However, any nominee who fails to receive affirmative approval from holders of a majority of the votes cast in such nominee’s election at the annual meeting, either by proxy or in person, will not be elected to the Board, even if he or she isthey are among the top nineeleven nominees in total “for” votes. This requirement reflects the majority vote provisions implemented by the Company in November 2009. The term of office of each person elected as a director will be until the next annual meeting of stockholders, or until his or hertheir successor is elected and qualified or his or hertheir earlier resignation or removal.

Unless otherwise instructed, the people named on the proxy card as proxy holders the(the “Proxy Holders,”Holders”) will vote the proxies received by them for the nineeleven nominees named below, each of whom is currently a director of the Company. The proxies cannot be voted for more than nineeleven nominees, whether or not there are additional nominees. If any nominee of the Company should decline or be unable to serve as a director as of the time of the annual meeting, then unless otherwise instructed, the proxies will be voted for any substitute nominee designated by the then-current Board to fill the vacancy. The Company is not aware of any nominee who will be unable, or will decline, to serve as a director.

The nominees for election or reelection have been nominated for election to the Board in accordance with the criteria and procedures discussed above in “Governance Matters -Corporate GovernanceGovernance..

Appointment of New Directors.As part of its Board Size.refreshment planning and continued focus on diversity, the Board identified the desirability of augmenting its skills and experiences in two areas: with the addition of a former executive of a major customer; and with the addition of a member with extensive senior executive leadership experience, broad international expertise with products that require high levels of engineering and manufacturing in complex global supply chains, and public company board experience.

The nine directorsBoard identified Dr. Kang as a candidate without the involvement of a search firm. Dr. Kang was introduced by Mr. Archer and selected as a director because of his experience as a former executive of one of the Company's major customers, who had significant experience working with the Company as well as extensive knowledge of and experience in the semiconductor industry and semiconductor engineering and development.

The Board retained a third-party search firm in connection with the second identified area of need, and selected Mr. Dineen as having significant executive leadership and public company directorship experience.The Board identified Mr. Dineen as a valuable addition to be elected in this proposal are fewer than the 10Board due to his extensive global management and operations experience, and his experience serving on public company boards with global operations.

Over the course of several months, Dr. Kang and Mr. Dineen each met with our chairman, nominating and governance committee chair, members of the Boardnominating and governance committee, additional board members, and our president and CEO, as well as representatives of the dateCompany’s executive team. Following those meetings, the nominating and governance committee separately recommended each of mailing. As is discussed above in “Governance Matters -Corporate Governance,” oneDr. Kang and Mr. Dineen for appointment to the Board. The Board, after discussing each of our current directors, Dr. El-Mansy, is retiring from the Board effective as of November 1, 2020,recommendations and increasing the size of the Board, will be reduced to nine priorapproved each recommendation of the committee and appointed Dr. Kang and Mr. Dineen to the 2020 annual meeting.Board.

Information Regarding Each Nominee.In addition to the biographical information concerning each nominee’s specific experience, attributes, positions and qualifications and age as of September 4, 2020,8, 2023, we believe that each of our nominees, while serving as a director and/or officer of the Company, has devoted adequate time to the Board and performed his or hertheir duties with critical attributes such as honesty, integrity, wisdom, and an adherence to high ethical standards. Each nominee has demonstrated strong business acumen, an ability to make independent analytical inquiries, to understand the Company’s business environment and to exercise sound judgment, as well as a commitment to the Company and its core values. We believe the nominees have diverse viewpoints, skills, backgrounds, and experiences that will encourage a robust decision-making process for the Board.

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

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Lam Research Corporation 2020 Proxy Statement  55THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ELEVEN DIRECTOR NOMINEES SET FORTH BELOW.


Lam Research Corporation 2023 Proxy Statement  65

Table of Contents

2020

2023 Nominees for Director

LOGO

Sohail U. Ahmed

Director since 2019

Age 6265

Board Committees:

    Audit

◦    Member since 2022

•    Compensation and
     Human Resources

    Member: 2020–2022

Experience

Mr.Sohail U. Ahmed is the former Senior Vice President and General Manager of the Technology and Manufacturing Group at Intel Corporation, a leading producer of microchips, computing and communications products, where he was responsible for overseeing the research and development and deployment of next-generation silicon logic technologies for production of future Intel microprocessors. He held that position from January 2015 to October 2018. Immediately prior to that, he was Corporate Vice President and General Manager, Logic Technology Department at Intel from 2004 to January 2015. Mr. Ahmed joined Intel in 1984, working as a process engineer, and held progressive technical and management positions in logic process development.

Mr. Ahmed earned an M.S. degree in chemical engineering from the University of California, Davis, and a B.S. degree in chemical engineering from the University of Southern California.

Qualifications

The Board has concluded that Mr. Ahmed should serve as a director of the Company because of his extensive knowledge and experience acquired as an executive of a major semiconductor manufacturer focused on next-generation silicon logic technologies, his deep knowledge and understanding of semiconductor processing equipment technologies, and his experience as a senior executive of a major Company customer.

Key Skills and Experiences

      Industry Knowledge

      Customer/Deep Technology Knowledge

      Leadership Experience

•      Global Business Experience

      Human Capital Management Experience

•      Manufacturing/Operations Experience

66 

LOGO

Timothy M. Archer

Director since 2018

Age 5356

Experience

Timothy M. Archer has served as the Company’s President and Chief Executive Officer since December 5, 2018. Mr. Archer joined the Company in June 2012 as our executive vice president, chief operating officer; and was promoted to president and chief operating officer in January 2018. Prior to joining us, he spent 18 years at Novellus Systems, Inc. in various technology development and business leadership roles, including most recently as chief operating officer from January 2011 to June 2012; executive vice president of Worldwide Sales, Marketing, and Customer Satisfaction from September 2009 to January 2011; and executive vice president of the PECVD and Electrofill Business Units from November 2008 to September 2009. His tenure at Novellus also included assignments as senior director of technology for Novellus Systems Japan from 1999 to 2001 and senior director of technology for the Electrofill Business Unit from April 2001 to April 2002. He started his career in 1989 at Tektronix, where he was responsible for process development for high-speed bipolar integrated circuits.

Mr. Archer currently serves on the International Board of Directors for SEMI, the global industry association representing the electronics manufacturing and design supply chain. From 2020 to 2022, Mr. Archer served as chairman of the board for the National GEM Consortium, a nonprofit organization that is dedicated to increasing the participation of underrepresented groups at the master’s and doctoral levels in engineering and science.

Mr. Archer completed the Program for Management Development at the Harvard Graduate School of Business and earned a B.S. degree in applied physics from the California Institute of Technology.

Qualifications

The Board has concluded that Mr. Archer should serve as a director of the Company because of his strong leadership; his knowledge and experience acquired from his current service as President, Chief Executive Officer and a director of the Company, and his past service as President and Chief Operating Officer, and as Executive Vice President and Chief Operating Officer of the Company; his deep knowledge and understanding of semiconductor processing equipment technologies; his understanding of our customers’customers' markets and needs; and his mergers and acquisitions experience.

Key Skills and Experiences

     Industry Knowledge

     Customer/Deep Technology Knowledge

     Marketing, Disruptive Technology, and Strategy Experience

     Leadership Experience

     Finance Experience

     Global Business Experience

     M&A Experience

     Cybersecurity Experience

     Human Capital Management Experience

     Risk Management Experience

     Manufacturing/Operations Experience

Lam Research Corporation 2023 Proxy Statement  67

LOGO

Eric K. Brandt

Director since 2010

Age 5861

Board Committees:

   Audit

    ◦    Chair: 2014−2020

    ◦    Member: 2010−2014

Board Committees:    Compensation and      Human Resources

•  Audit

 ◦   °     Chair since 20142020

°     Member: 2010-2014

Nominating and      Governance

 ◦   °     Member since 2019

Public company director-

shipsdirectorships in last five years:

  NortonLifeLock,   Gen Digital Inc.

   Dentsply Sirona Inc.

   The Macerich Company

   Altaba Inc. (former)

•  Yahoo! Inc. (former)

Experience

Eric K. Brandt is the former Executive Vice President and Chief Financial Officer of Broadcom Corporation, a global supplier of semiconductor devices, a position he held from March 2007 until its merger with Avago Technologies Limited in February 2016. From September 2005 to March 2007, Mr. Brandt served as President and Chief Executive Officer of Avanir Pharmaceuticals, Inc., a pharmaceutical company. Prior to Avanir Pharmaceuticals, Mr. Brandt was Executive Vice President-Finance and Technical Operations and Chief Financial Officer of Allergan Inc., a global specialty pharmaceutical company, where he also held a number of other senior positions following his arrival there in May 1999.

Mr. Brandt has served as a member of the board of directors of: Gen Digital Inc. (formerly NortonLifeLock, Inc.), a consumer cyber security provider, since February 2020, where he is the chair of the audit committee; The Macerich Company, a real estate investment trust focused on regional malls, since June 2018, where he is the chair of the capital allocation committee and a member of the compensation committee; Altaba Inc. (formerly Yahoo! Inc.), a management investmentprivate company that remained, and was subsequently renamed, following the completion of Yahoo!’s sale of its operating businesses in June 2017 (and which is in the process of a stockholder approved plan of dissolution and liquidation), since its inception, where he is the lead independent director and chair of the audit committee, and has served as chairman of the board, chair of the audit committee and nominating and governance committee, and a member of the compensation committee; and Dentsply Sirona Inc. (formerly Dentsply International, Inc.), a manufacturer and distributor of dental product solutions, since 2004, where he is the non-executive chairman of the board chair of the executive committee, and a member of the corporate governance and nominating committee, and has served as chair of the executive committee and a member of the human resources committee and the audit and finance committee.

He previously served on the board of directors of: MC10, Inc., a privately-held medical device Internet of Things (IoT) company, from March 2016 until February 2018, where he was chair of the compensation committee and governance committee; Yahoo! Inc., a digital information discovery company, sincefrom March 2016 to June 2017, where he was chairman of the board and chair of the audit and finance committee; Vertex Pharmaceuticals, Inc., a pharmaceutical company, from 2002 to 2009, where he was chair of the audit committee, and a member of the nominating and governance committee; and Avanir Pharmaceuticals from 2005 to 2007.

Mr. Brandt earned an M.B.A. degree from the Harvard Graduate School of Business and a B.S. degree in chemical engineering from the Massachusetts Institute of Technology.

Qualifications

The Board has concluded that Mr. Brandt should serve as a director of the Company because of his financial expertise including as a former chief financial officer of a publicly traded company that is a customer of our customers; his knowledge of and experience in the semiconductor industry and other technology industries; his mergers and acquisitions experience; his board governance experience from service on other public company boards, including as an audit committee member and chair, a compensation committee member and a nominating and governance committee member and chair; and his cybersecurity expertise.

Key Skills and Experiences

    Industry Knowledge

    Customer/Deep Technology Knowledge

    Marketing, Disruptive Technology, and Strategy Experience

    Leadership Experience

•    Finance Experience

    Global Business Experience

    M&A Experience

    Comparative Board/Governance Experience

    Cybersecurity Experience

    Human Capital Management Experience

    Risk Management Experience

    Manufacturing/Operations Experience

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Lam Research Corporation 2020 Proxy Statement  57

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LOGO

Michael R. Cannon

Director since 2011

Age 6770

Board Committees:

•    Audit

    ◦    °     Member since 20112013

•    Compensation and
     Human Resources

    ◦    Member: 2010–2013

•    Nominating and      Governance

 ◦    °     Chair since 2019

°     ◦    Member 2011-2019Member: 2011−2019

Public company director-shipsdirectorships in last five years:

  Dialog Semiconductor

    Seagate Technology      Public LimitedHoldings plc

•    Adobe Systems Inc. Dialog Semiconductor
     Plc
(former)

Experience

Michael R. Cannon is the General Partner of MRC & LBC Partners, LLC, a private management consulting company. From February 2007 until his retirement in January 2009, Mr. Cannon served as President of Global Operations of Dell Inc., a computer systems manufacturer and services provider; and from January 2009 to January 2011, he served as a consultant to Dell. Prior to joining Dell, he was President and Chief Executive Officer of Solectron Corporation, an electronic manufacturing services company, from January 2003 to February 2007. From July 1996 to January 2003, Mr. Cannon served as President and Chief Executive Officer of Maxtor Corporation, a disk drive and storage systems manufacturer. Prior to joining Maxtor, Mr. Cannon held senior management positions at International Business Machines Corp. (IBM), a global services, software and systems company.

Mr. Cannon has served as a member of the board of directors of:of Seagate Technology Public Limited,Holdings public limited company, a disk drive and storage solutions company, since February 2011, where he became chairman of the board in July 2020, is a member of the nominating and corporate governance committee and the compensation committee, and has served as lead independent director, as the chair of the nominating and corporate governance committee, and as a member of the audit and finance committees; and Dialog Semiconductor, a mixed signal integrated circuits company, since February 2013, where he is a member of the remuneration committee and the nomination committee and has served as the chair of the remuneration committee.committees.

He previously served on the board of directors of Dialog Semiconductor Plc, a mixed signal integrated circuits company, from February 2013 until it was acquired in August 2021, where he served as the chair of the remuneration committee and as a member of the nomination committee; Adobe Systems Inc., a diversified software company, from December 2003 to April 2016, where he had been a member of the audit committee and chair of the compensation committee; Elster Group SE, a precision metering and smart grid technology company, from October 2010 until the company was acquired in August 2012; Solectron Corporation, an electronic manufacturing services company, from January 2003 to January 2007; and Maxtor Corporation, a disk drive and storage solutions company, from July 1996 until Seagate acquired Maxtor in May 2006.

Mr. Cannon studied mechanical engineering at Michigan State University and completed the Advanced Management Program at the Harvard Graduate School of Business.

Qualifications

The Board has concluded that Mr. Cannon should serve as a director of the Company because of his industry knowledge; his marketing experience; his experience as President at a public corporation that is a customer of our customers; his finance experience; his 20 years of international business experience; his experience with mergers and acquisitions; and his extensive board experience as a director on other public company boards, including service on audit, compensation and nominating and governance committees.

Key Skills and Experiences

    Industry Knowledge

    Marketing, Disruptive Technology, and Strategy Experience

    Leadership Experience

    Finance Experience

    Global Business Experience

    M&A Experience

    Comparative Board/Governance Experience

    Cybersecurity Experience

    Human Capital Management Experience

    Risk Management Experience

    Manufacturing/Operations Experience

Lam Research Corporation 2023 Proxy Statement  69

LOGO

John M. Dineen

Catherine P. Lego

Director since 20062023

Age 6360

Board Committees:

•  Audit

°  Chair: 2009 – 2014

°  Member: 2006 – 2015

•  Compensation and Human Resources

°  Chair since 2015

•  Nominating and Governance

°  Member since 2014

Public company director-shipsdirectorships in last five years:

    Cognizant Technology       Solutions Corporation

•    Cirrus Logic,Syneos Health, Inc.

  Guidewire Software,    Merrimack
      Pharmaceuticals,
Inc.

•  IPG Photonics Corporation

•  Cypress Semiconductor Corp.
     
(former)

•  Fairchild Semiconductor International Inc. (former)

•  SanDisk Corporation (former)

Experience

Catherine P. Lego is the founder of Lego VenturesJohn M. Dineen served as an Operating Advisor at Clayton, Dubilier & Rice LLC, a consulting servicesprivate equity investment firm, for early stage electronics companies, which she operated from 1992 until December 2018. From December 1999January 2015 to December 2009, she2022. Previously, Mr. Dineen served in various senior leadership roles at General Electric Company (GE), a global digital industrial company, from 1986 to 2014, where he managed several key business divisions of GE. Most recently, from 2008 to 2014, he was the General Partnerpresident and chief executive officer of The Photonics Fund, LLP, an early stage venture capital investment firm focused on investingLondon-based GE Healthcare, a leading provider of medical imaging, diagnostics, and other health information technology. Before that, he served as president and chief executive officer of GE Transportation from 2005 to 2008. In addition, he served in components, modulesseveral international management roles in Asia and systems companies for the fiber optics telecommunications market, which she founded. Ms. Lego was a general partnerEurope during his time at Oak Investment Partners, a venture capital firm, from 1981 to 1992. Prior to Oak Investment Partners, she practiced as a Certified Public Accountant with Coopers & Lybrand, an accounting firm.GE.

Ms. LegoMr. Dineen has served as a member of the boardboards of directors of: Cirrus Logic, Inc.,Cognizant Technology Solutions Corporation, a fabless semiconductor supplier that specializes in analog, mixed-signal, and audio digital signal processing integrated circuits,professional services company, since April 2020,2017, where she is a member of the nominating and governance committee; Guidewire Software, Inc., an industry platform provider for property and casualty insurers, since September 2019, where shehe is the chair of the auditfinance and strategy committee and a member of the nominating and corporate governance committee; and IPG Photonics Corporation, a high-power fiber laser and amplifier company for diverse applications, since July 2016, where she is a member of the audit committee and chair of the compensation committee.

She previously served on the board of directors of the following public companies: Cypress Semiconductor Corp., an advanced embedded solutions company for automotive and other products, from September 2017 to April 2020, where she was the chair of the audit committee and a member of the nominating and corporate governance committee; Fairchild Semiconductor International Inc., a fabricator of power management devices, from August 2013 to September 2016, where she was a member of the compensation committee and nominating and governance committee; SanDisk Corporation, a global developer of flash memory storage solutions from 1989 to 2016, where she was the chair of the audit committee; ETEC Corporation, a producer of electron beam lithography tools, from 1991 through 1997; Uniphase Corporation (presently JDS Uniphase Corporation), a designer and manufacturer of components and modules for the fiber optic based telecommunications industry and laser-based semiconductor defect examination and analysis equipment, from 1994 until 1999, when it merged with JDS Fitel; Zitel Corporation, an information technology company, from 1995 to 2000; WJ Communications, Inc., a broadband communications company, from October 2004 to May 2008; and Micro Linear Corporation, a fabless analog semiconductor company. Ms. Lego alsohas served as a member of the nominating, governance, and public affairs committee; Syneos Health, Inc., a fully integrated biopharmaceutical solutions company, from December 2018, where he serves as the chair of the board; Carestream Dental LLC, a privately-held provider of digital imaging, software, and practice management solutions for dental practitioners, where he has served as the chair of the board since April 2017; and Healogics, Inc., a privately-held provider of advanced wound care, since June 2015.

He previously served on the boards of directors of: Merrimack Pharmaceuticals, Inc., a pharmaceutical company specializing in the development of other technology companiesdrugs for the treatment of cancer, from June 2015 to October 2019, where he served as the chair of the organization and compensation committee; and Torque Therapeutics, Inc., a privately-held developer of immunotherapies to address cancers, that are privately-held.was since combined with Cogen Immune Medicine and renamed Repertoire Immune Medicines, from January 2016 to December 2019.

Ms. LegoMr. Dineen earned an M.S.a B.S. degree in accountingcomputer science and biological sciences from the New York University Leonard N. Stern School of Business and a B.A. degree in economics and biology from Williams College.Vermont.

Qualifications

The Board has concluded that Ms. LegoMr. Dineen should serve as a director of the Company because of herhis leadership skills and his extensive global management and operations experience on our Board, her substantial accountingacross several industries, including healthcare, technology, and finance expertise, her knowledge of the electronicsinternational management, and semiconductor industries, her experience on boards of companies that are customers of our customers, her experience with mergers and acquisitions, and herhis board governance experience from service on otherpublic company boards including her servicewith global operations.

Key Skills and Experiences

•    Marketing, Disruptive Technology, and Strategy Experience

•    Leadership Experience

    Finance Experience

    Global Business Experience

    M&A Experience

    Comparative Board/Governance Experience

    Cybersecurity Experience

    Human Capital Management Experience

    Risk Management Experience

    Manufacturing/Operations Experience

70 

Ho Kyu Kang

Director since 2023

Age 61

Experience

Ho Kyu Kang has served as the Chair Professor in the Department of Systems Semiconductor Engineering at Yonsei University since March 2021. Prior to his current position, Dr. Kang served as Executive Vice President and Head of Research at the Semiconductor R&D Center of Samsung Electronics Co., Ltd., (Samsung), a manufacturer of consumer electronics, information technology and mobile communications products, and semiconductor devices, from 2017 to 2021. Before that, he served as Executive Vice President and leader of process development at the Semiconductor R&D Center from 2015 to 2017, as Senior Vice President and team leader from 2010 to 2015, and as Vice President responsible for the system large-scale integration process architecture team and advanced technology development from 2003 to 2010. Dr. Kang joined Samsung as a former chairmanresearch and development engineer in 1985. He is the author or co-author of numerous international papers.

Dr. Kang previously served on the boards of directors of: the Semiconductor Research Corporation (SRC), a U.S.-based, non-profit, multinational research and development consortium, from 2017 to 2020; SEMATECH, a U.S.-based, non-profit, multinational research and development consortium, from 2010 to 2015.

Dr. Kang earned a Ph.D. in material science and engineering from Stanford University, a M.S. degree in material science and engineering from Korea Advanced Institute of Science and Technology (KAIST), and a B.S. degree in metallurgical engineering from Hanyang University.

Qualifications

The Board has concluded that Dr. Kang should serve as a director of the Company because of his decades of experience in semiconductor engineering and development; his extensive knowledge and experience acquired as an audit committeeexecutive of a major semiconductor manufacturer; his deep knowledge and current memberunderstanding of audit, compensation committeethe semiconductor equipment industry and nominatingtechnologies; and governance committees.his experience as a senior executive of Samsung, a major company customer.

Key Skills and Experiences

•    Industry Knowledge

    Customer/Deep Technology Knowledge

    Leadership Experience

    Global Business Experience

    Manufacturing/Operations Experience

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Lam Research Corporation 2023 Proxy Statement  71

Table of Contents


LOGO

Bethany J. Mayer

Director since 2019

Age 5861

Board Committees:

Audit

°    ◦   Member since 2019

   Nominating and     Governance

    ◦   Member since 2022

Public company director- shipsdirectorships in last five years:

   Box, Inc.

   Sempra Energy Inc.

   Hewlett Packard
    Enterprise Company

   Marvell Technology
    Group Ltd.

•  Sempra Energy

•  Delphi Automotive PLC (former)

•  Ixia (former)

Experience

Bethany J. Mayer has served as an Executive PartnerAdvisor of Siris Capital Group LLC, a private equity firm, since May 2021, where she previously served as an Executive Partner from January 2018.2018 to April 2021. She was the Executive Vice President, Corporate Development and Technology of Sempra Energy, an energy services holding company, from November 2018 to January 2019. From September 2014 to December 2017, Ms. Mayer was the President and Chief Executive Officer of Ixia, a test, visibility, security solutions, network testing tools and virtual network security solutions provider for applications across physical and virtual networks that was ultimately acquired by Keysight Technologies in 2017. From May 2011 to May 2014, Ms. Mayer served as Senior Vice President and General Manager of Hewlett-Packard Company’s (HP) Networking business unit and the Network Function Virtualization business unit. From 2010 until 2011, she served as Vice President, Worldwide Marketing and Alliances of HP’s Enterprise Servers Storage and Networking Group. Prior to joining HP, she held leadership roles at Blue Coat Systems, Inc., a hardware, software, and services provider for cybersecurity and network management; Cisco Systems, Inc., an internet technology company; and Apple Computer, Inc., a technology company.

She has served as a member of the boards of directors of: Hewlett Packard Enterprise Company, a multinational information technology company, since June 2023, where she is a member of the technology committee; Celestial AI, a privately-held software computing and memory company, since April 2023; Ambri Inc., a battery manufacturing company, since November 2022; Box, Inc., a cloud content management and file sharing service for businesses, since April 2020, where she is the chair of the board, chair of the compensation committee, and a member of the operating committee; Sempra Energy since June 2019 after serving from February 2017 to November 2018, where she is the chair of the environmental, health, safety, sustainability and technology committee and a member of the executive committee; and Electronics for Imaging Inc., a privately held print technology company, since July 2019.

Ms. Mayer previously served on the boards of directors of: Marvell Technology Group Ltd, a infrastructure semiconductor solutions company, sincefrom May 2018 to June 2022, where she iswas a member of the executive compensation committee, nominating and governance committee, and audit committee; Pulse Secure, LLC, a privately-held provider of access and mobile security solutions to both enterprises and service providers, sincefrom September 2019 to December 2020, where she iswas the chairperson of the board, and where she previously served as a member from January 2018 to November 2018; and Electronics for Imaging Inc., a privately held print technology company, since July 2019.

Ms. Mayer previously served on the boards of directors of: SnapRoute, Inc., a privately-held developer of open source network stacks for enterprises, from May 2018 to July 2019; DataStax, Inc., a privately-held database software provider for cloud applications, from May 2018 to April 2019; Delphi Automotive PLC, an auto parts supplier, from August 2015 to April 2016; and Ixia from September 2014 to December 2017.

Ms. Mayer earned an M.S. degree in Cybersecurity Risk and Strategy from New York University, an M.B.A. degree from CSU-Monterey Bay and a B.S. degree in political science from Santa Clara University.

Qualifications

The Board has concluded that Ms. Mayer should serve as a director of the Company because of her leadership skills and her experience in operational roles at companies in various technology industries, including networks, network management, servers, security solutions, cybersecurity and internet technology; and her board governance experience from service on other boards.

Key Skills and Experiences

     Industry Knowledge

     Marketing, Disruptive Technology, and Strategy Experience

     Leadership Experience

     Finance Experience

     Global Business Experience

     M&A Experience

     Comparative Board/Governance Experience

     Cybersecurity Experience

     Human Capital Management Experience

     Risk Management Experience

     Manufacturing/Operations Experience

72 

LOGO

Jyoti K. Mehra

Abhijit Y. Talwalkar

Chairman

Director since 20112021

Age 5647

Board Committee:

Board Committees:

 ���Compensation and       Human Resources

° Chair: 2012 – 2015

°      ◦     Member since 2022

Experience

Jyoti K. Mehra has served as the Executive Vice President of Human Resources of Gilead Sciences, Inc., a biopharmaceutical company, since July 2019. She previously served as Vice President of Human Resources of Gilead from October 2017 to July 2019. Prior to joining Gilead, she held positions of increasing responsibility with Novartis Pharmaceuticals Corporation, a pharmaceutical company, and its affiliates, from 2005 through October 2017, most recently as Vice President of Human Resources of Novartis from July 2014 to October 2017.

Ms. Mehra earned an M.A. degree in politics from Jawaharlal Nehru University, and a B.A. degree in political science from Delhi University.

Qualifications

The Board has concluded that Ms. Mehra should serve as a director of the Company because of her leadership and international business experience in a high-technology industry; her substantial human capital and talent development experience, including experience as the head of human resources of a public company with global operations; her governance experience; and her cybersecurity experience.

Key Skills and Experiences

    Leadership Experience

    Global Business Experience

    M&A Experience

    Comparative Board/Governance Experience

    Cybersecurity Experience

    Human Capital Management Experience

Lam Research Corporation 2023 Proxy Statement  73

Abhijit Y.
Talwalkar

Chairman

Director since 2011

Age 59

Board Committees:

    Compensation and
      Human Resources

      ◦    Chair: 2012−2015

      ◦    Member since 2015,
            previously 2011–2012

Nominating and      Governance

°     ◦    Chair: 2015 – 2015−2019

°     ◦    Member since 2019,            previously
          2015–
2015, – 2015
          2011–2014

Public company director- shipsdirectorships in last five years:

    Advanced Micro Devices      Inc.

    iRhythm Technologies      Inc.

    TE Connectivity Ltd.

Experience

Abhijit Y. Talwalkar is the former President and Chief Executive Officer of LSI Corporation, a leading provider of silicon, systems and software technologies for the storage and networking markets, a position he held from May 2005 until the completion of LSI’s merger with Avago Technologies in May 2014. From 1993 to 2005, Mr. Talwalkar was employed by Intel Corporation, a leading producer of microchips, computing and communications products. At Intel, he held a number of senior management positions, including as Corporate Vice President and Co-General Manager of the Digital Enterprise Group, which was comprised of Intel’s business client, server, storage and communications business, and as Vice President and General Manager for the Intel Enterprise Platform Group, where he focused on developing, marketing, and supporting Intel business strategies for enterprise computing. Prior to joining Intel, Mr. Talwalkar held senior engineering and marketing positions at Sequent Computer Systems, a multiprocessing computer systems design and manufacturer that later became a part of IBM; Bipolar Integrated Technology, Inc., a very-large-scale integration (VLSI) bipolar semiconductor company; and Lattice Semiconductor Inc., a service driven developer of programmable design solutions widely used in semiconductor components.

Mr. Talwalkar has served as a member of the board of directors of: Advanced Micro Devices Inc., a developer of high performance computing, graphics and visualization technologies, since June 2017, where he is a member of the compensation and leadership resources committee, chair of the innovation and technology committee and has served as a member of the nominating and corporate governance committee and the innovation and technology committee; TE Connectivity Ltd, a connectivity and sensor solutions company, since March 2017, where he is a memberthe chair of the management development and compensation committee and has served as a member of the audit committee; and iRhythm Technologies Inc., digital health care solutions company, since May 2016, where he is the chairman of the board and a member of the compensation and human capital management committee and the nominating and corporate governance committee, and has served as a member of the audit committee.

He previously served as a member of the board of directors of LSI from May 2005 to May 2014 and the U.S. Semiconductor Industry Association from May 2005 to May 2014. He was additionally a member of the U.S. delegation for World Semiconductor Council proceedings.

Mr. Talwalkar earned a B.S. degree in electrical engineering from Oregon State University.

Qualifications

The Board has concluded that Mr. Talwalkar should serve as a director of the Company because of his experience in the semiconductor industry, including as the former chief executive officer of a semiconductor company and his previous role in the semiconductor industry’s trade association; his technology experience; his business and operations leadership roles at other semiconductor companies that include a customer of the Company; his finance experience; his global business experience; his mergers and acquisitions experience; his board governance experience from service on other public company boards, including as chairman of another board; and his cybersecurity expertise.

Key Skills and Experiences

•    Industry Knowledge

    Customer/Deep Technology Knowledge

    Marketing, Disruptive Technology, and Strategy Experience

    Leadership Experience

    Finance Experience

    Global Business Experience

    M&A Experience

    Comparative Board/Governance Experience

    Human Capital Management Experience

    Risk Management Experience

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Lam Research Corporation 2020 Proxy Statement  61

74 

Table of Contents


LOGO

Lih Shyng (Rick
(Rick
L.) Tsai

Director since 2016

Age 6972

Board Committees:

•     Compensation and        Human Resources

° ◦    Member since 2019

Public company director-shipsdirectorships in last five years:

•     MediaTek Inc.

•     Chunghwa Telecom Co, Ltd. (former)

•  NXP Semiconductors N.V. (former)

•  USI Corporation       (former)

Experience

Rick L. Tsai has served as the CEO of MediaTek Inc., a Taiwanese-listed global fabless semiconductor company, since February 2018. He was Co-CEO of MediaTek from June 2017 to February 2018. He is the former Chief Executive Officer of Chunghwa Telecom Co., Ltd., a Taiwanese integrated telecom service provider, a position he held from January 2014 until December 2016. From August 2011 to January 2014, Dr. Tsai concurrently served as Chief Executive Officer of TSMC Solar Ltd., a provider of high-performance solar modules, and TSMC Solid State Lighting Ltd. (SSL), a company providing lighting solutions that combine its parent’s expertise in semiconductor manufacturing and rigorous quality control with its own integrated capabilities spanning epi-wafers, chips, emitter packaging and extensive value-added modules and light engines, both of which are wholly-owned subsidiaries of Taiwan Semiconductor Manufacturing Company, Limited (TSMC). Prior to these positions, Dr. Tsai was TSMC’s President of New Businesses from June 2009 to July 2011 and President and CEO of TSMC from July 2005 to June 2009. Dr. Tsai held other key executive positions, such as COO, EVP of Worldwide Sales and Marketing, and EVP of Operations, since joining TSMC in 1989. Dr. Tsai served as President of TSMC’s affiliate, Vanguard International Semiconductor, from 1999 to 2000. Prior to joining TSMC, Dr. Tsai held various technical positions at Hewlett Packard, an international information technology company, from 1981 to 1989.

Dr. Tsai has served as a member of the board of directors of MediaTek Inc. since June 2017.

He previously served on the board of directors of: USI Corporation, a Taiwanese-listed polyethylene manufacturer, from June 2014 until March 2019; NXP Semiconductors N.V., from July 2014 until June 2017; Chunghwa Telecom from January 2014 until December 2016, where he served as chairman; TSMC from 2003 to 2013; TSMC Solar and TSMC SSL from August 2011 to January 2014, where he served as their chairman; and Taiwan Semiconductor Industry Association (TSIA) from June 2009 to March 2013, where he served as chairman.

Dr. Tsai earned a Ph.D. degree in material science and engineering from Cornell University and a B.S. degree in physics from the National Taiwan University in Taipei, Taiwan.

Qualifications

The Board has concluded that Dr. Tsai should serve as a director of the Company because of his substantial operational and leadership experience in global businesses, particularly through his service as President, CEO and director of TSMC, a major customer of the Company; his knowledge of the semiconductor and semiconductor equipment industry; his extensive executive and board experience for global technology companies, including NXP Semiconductor, Chunghwa Telecom and MediaTek; and his mergers and acquisitions experience.

Key Skills and Experiences

•    Industry Knowledge

•    Customer/Deep Technology Knowledge

•    Marketing, Disruptive Technology, and Strategy Experience

•    Leadership Experience

    Finance Experience

    Global Business Experience

    M&A Experience

    Comparative Board/Governance Experience

    Human Capital Management Experience

    Risk Management Experience

    Manufacturing/Operations Experience

Lam Research Corporation 2023 Proxy Statement  75

LOGO

Leslie F. Varon

Director since 2019

Age 6366

Board Committees:

Audit

    ◦    °  Chair since 2020

    ◦    Member since 20192019−2020

Public company director-

shipsdirectorships in last five years:

•    Dentsply Sirona Inc.

    Hamilton Lane

Experience

Leslie F. Varon is the former Chief Financial Officer of Xerox Corporation, a document solutions company, a position she held from November 2015 until December 2016. From January 2017 until March 2017, when she retired from the company, she was a Special Advisor to the then new Xerox Chief Executive Officer. Her previous leadership roles during her tenure at Xerox include: Vice President, Investor Relations from March 2015 until October 2015; Vice President, Finance and Corporate Controller from July 2006 until February 2015, where she oversaw global financial operating executives and had responsibility for corporate financial planning and analysis, accounting, internal audit, risk management, global real estate and worldwide shared services centers; Vice President, North America Finance and Operational Support from October 2004 until June 2006; Vice President, Investor Relations and Corporate Secretary from 1997 until September 2004; and Director of Corporate Audit from 1993 until 1997.

Ms. Varon has served as a member of the boards of directors of: Dentsply Sirona, Inc., a manufacturer and distributor of dental product solutions, since January 2018, where she chairs the audit and finance committee; and Hamilton Lane, a private markets investment company, since May 2017, where she is the chair of the audit committee. She previously served on the board of directors of Xerox International Partners, a joint venture of Xerox and Fuji Xerox, from July 2006 until March 2017.

Ms. Varon earned an M.B.A. degree from Virginia Tech, and a B.S. degree in Psychology from Binghamton University.

Qualifications

The Board has concluded that Ms. Varon should serve as a director of the Company because of her substantial finance experience; her qualifications as an audit committee financial expert; her leadership experience as a former chief financial officer; her board governance experience on other public company boards, including her service as a current chair of two other public company audit committees; and her mergers and acquisitions experience.

Key Skills and Experiences

•    Industry Knowledge

    Leadership Experience

    Finance Experience

•    Global Business Experience

    M&A Experience

    Comparative Board/Governance Experience

    Risk Management Experience

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Proposal No. 2: Advisory Vote to Approve Our Named Executive Officer Compensation, or “Say on Pay”

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and sectionSection 14A of the Exchange Act enableenables the Company’s stockholders to vote to approve, on an advisory or non-binding basis, our named executive officer compensation, as disclosed in this proxy statement in accordance with SEC rules. Although the vote is advisory and is not binding on us or on our Board, our compensation and human resources committee and, as appropriate, our Board, will take into account the outcome of the vote when considering future executive compensation decisions and will evaluate whether any actions are necessary to address stockholder concerns.

We believe that our compensation philosophy has allowed us to attract, retain, and motivate qualified executive officers who have contributed to our success. For more information regarding the compensation of our named executive officers, our compensation philosophy, our 20192022 Say on Pay results and our response, we encourage you to read the section of this proxy statement entitled “Compensation Matters- Executive Compensation and Other Information - Compensation Discussion and Analysis,” the compensation tables, and the narrative following the compensation tables for a more detailed discussion of our compensation policies and practices.

We are asking for stockholder approval, on an advisory or non-binding basis, of the following resolution:

RESOLVED, that the stockholders of Lam Research Corporation (the Company) hereby approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of SEC Regulation S-K, including the “Compensation Discussion and Analysis,” the compensation tables and any related narrative disclosure included in the proxy statement.’

Each proxy received by the Proxy Holders will be voted “FOR” the advisory vote to approve the compensation of our named executive officers, unless the stockholder provides other instructions.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement.

We provide for annual advisory votes to approve the compensation of our named executive officers. Unless modified, the next advisory vote to approve our named executive officer compensation will be at the 20212024 annual meeting.

Stockholder approval of Proposal No. 2 requires the affirmative vote of the holders of a majority of the outstanding shares of common stock having voting power present, in person or by proxy, at the annual meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY OR NON-BINDING BASIS, OF OUR NAMED EXECUTIVE OFFICER COMPENSATION.

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Lam Research Corporation 2020 Proxy Statement  63THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY OR NON-BINDING BASIS, OF OUR NAMED EXECUTIVE OFFICER COMPENSATION.


Lam Research Corporation 2023 Proxy Statement  77

Table of Contents

Proposal No. 3: Advisory Vote to Approve the Frequency of Holding Future Stockholder Advisory Votes on Our Named Executive Officer Compensation, or “Say on Frequency”

Section 14A of the Exchange Act enables our stockholders to indicate, at least once every six years, how frequently we should seek a non-binding advisory vote on our named executive officer compensation. By voting on this Proposal No. 3, stockholders may indicate whether they would prefer to hold a non-binding advisory vote on our named executive officer compensation once every one, two, or three years.

After careful consideration, our compensation and human resources committee and Board have determined that a non-binding advisory vote on our named executive officer compensation that occurs annually is the most appropriate alternative for the Company and our stockholders, and therefore our Board recommends that you vote for a one-year interval for the non-binding advisory vote on our named executive officer compensation, or “Say on Frequency.”

We believe that an annual vote will continue to allow our stockholders the ability to frequently communicate to us their position on the compensation of our named executive officers through a non-binding advisory vote on named executive officer compensation. An annual vote further aligns to our annual cash program and the metric that guides that program as well as to our annual granting of long-term equity compensation to the NEOs.

If none of the frequency options (once every “one year”, “two years”, or “three years”) receives a majority vote, we will consider the frequency option that receives the highest number of votes cast by stockholders to be the frequency for the advisory vote on our named executive officer compensation that has been selected by stockholders. However, because this vote is advisory and not binding on the Company, the compensation and human resources committee or the Board, the Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on our named executive officer compensation more or less frequently than the option approved by our stockholders, and we will disclose the Board's frequency decision as required by the SEC.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY OR NON-BINDING BASIS, OF HOLDING ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY “ONE YEAR”.

78 

Proposal No. 4: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 20212024

Stockholders are being asked to ratify the appointment of EY as the Company’s independent registered public accounting firm for fiscal year 2021.2024. Although the audit committee has the sole authority to appoint the Company’s independent registered public accounting firm, as a matter of good corporate governance, the Board submits its selection to our stockholders for ratification. If the stockholders do not ratify the appointment of EY, the audit committee will contemplate whether to reconsider the appointment. Even if the stockholders ratify the appointment, the audit committee may, in its discretion, appoint a different independent auditor at any time if it determines that such change would be in the Company’s best interests and in the best interests of our stockholders. EY has been the Company’s independent registered public accounting firm (independent auditor) since fiscal year 1981.

Each proxy received by the Proxy Holders will be voted “FOR” the ratification of the appointment of EY, unless the stockholder provides other instructions.

Our audit committee meets periodically with EY to review both audit and non-audit services performed by EY, as well as the fees charged for those services. Among other things, the committee examines the effect that the performance of non-audit services, if any, may have upon the independence of the independent registered public accounting firm. All professional services provided by EY, including non-audit services, if any, are subject to approval by the audit committee in accordance with applicable securities laws, rules, and regulations. For more information, see “Audit Matters -Audit Committee ReportReport” and Audit“Audit Matters - Relationship with Independent Registered Public Accounting Firm” above.

A representative of EY is expected to be present at the annual meeting and will have an opportunity to make a statement if he or shethey so desires.desire. The representative will also be available to respond to appropriate questions from the stockholders.

Stockholder approval of Proposal No. 34 requires the affirmative vote of the holders of a majority of the outstanding shares of common stock having voting power present, in person or by proxy, at the annual meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2024.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021.

Other Voting Matters

We are not aware of any other matters to be submitted at the annual meeting. If any other matters properly come before the annual meeting, the Proxy Holders intend to vote the shares they represent as the Board may recommend or, if the Board does not make a recommendation, as the Proxy Holders decide in their reasonable judgment. It is important that your stock holdings be represented at the meeting, regardless of the number of shares you hold. We urge you to complete and return the accompanying proxy card in the enclosed envelope, or vote your shares by telephone or internet, as described in the materials accompanying this proxy statement.

Lam Research Corporation 2023 Proxy Statement  79

Table of Contents

Voting and Meeting Information

Information Concerning Solicitation and Voting

Our Board solicits your proxy for the 20202023 Annual Meeting of Stockholders and any adjournment or postponement of the meeting, for the purposes described in the “Notice of 20202023 Annual Meeting of Stockholders.Stockholders.” The sections below show important details about the annual meeting and voting.

Record Date

Only stockholders of record at the close of business on September 4, 2020, the8, 2023 (the “Record Date,”Date”) are entitled to receive notice of and to vote at the annual meeting.

Shares Outstanding

As of the Record Date, 145,087,944132,222,362 shares of common stock were outstanding.

Quorum

Stockholders who hold shares representing a majority of our shares of common stock outstanding and entitled to vote on the Record Date must be present in person or represented by proxy to constitute a quorum. A quorum is required to transact business at the annual meeting. Virtual attendance at the annual meeting constitutes presence in person for purposes of a quorum at the annual meeting.

Inspector of Elections

The Company will appoint an inspector of elections to determine whether a quorum is present. The inspector will also tabulate the votes cast at the annual meeting, whether cast in person or by proxy.

Effect of Abstentions and Broker Non-Votes

Shares voted “abstain” and broker non-votes (shares held by brokers that do not receive voting instructions from the beneficial owner of the shares, and do not have discretionary authority to vote on a matter) will be counted as present for purposes of determining whether we have a quorum. For purposes of voting results, abstentions will not be counted with respect to the election of directors but will have the effect of “no” votes with respect to other proposals, and broker non-votes will not be counted with respect to any proposal.

Voting by Proxy

Stockholders may direct the Proxy Holders on how to cast votes on their behalf by internet, telephone, or mail, per the instructions on the accompanying proxy card.

Voting at the Meeting

This year’s annual meeting will be a virtual meeting. Stockholders of record may vote electronically during the meeting by visiting the meeting website at www.virtualshareholdermeeting.com/LRCX2020virtualshareholdermeeting.com/LRCX2023. To vote during the meeting, a stockholder will need the 16-digit control number included on their Notice of Internet Access or proxy card. A beneficial owner of shares (i.e. an owner who is not the record holder of their shares) should refer to the voting instructions provided by the beneficial owner’s brokerage firm, bank, or other stockholder of record holding such shares for the beneficial owner. Voting electronically during the meeting by a stockholder as described here will replace any previous votes of that stockholder submitted by proxy.

Changing Your Vote

Stockholders of record may change their votes by revoking their proxies at any time before the polls close by (1) submitting a later-dated proxy by the internet, telephone or mail, or (2) submitting a vote electronically during the annual meeting. Before the annual meeting, stockholders of record may also deliver voting instructions to: Lam Research Corporation, Attention: Secretary, 4650 Cushing Parkway, Fremont, California 94538. If a beneficial owner holds shares through a bank or brokerage firm, or another stockholder of record, the beneficial owner must contact the stockholder of record in order to revoke any prior voting instructions.

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Lam Research Corporation 2020 Proxy Statement  65


Voting Instructions

If a stockholder completes and submits proxy voting instructions, the Proxy Holders will follow the stockholder’s instructions. If a stockholder submitsvotes by means of the proxy voting instructions butsolicited by this proxy statement and does not include voting instructions for each item,instruct the Proxy Holders how to vote, the Proxy Holders will votevote: “FOR” all individuals nominated by the Board; “FOR” approval, on an advisory basis, of our named executive officer compensation; for approval, on an advisory basis, of an every "ONE YEAR" frequency of holding future advisory votes on our named executive officer compensation; and “FOR” the ratification of EY as the Board recommends on each itemCompany’s independent registered public accounting firm for which the stockholder did not include an instruction.fiscal year 2024. The Proxy Holders will vote on any other matters properly presented at the annual meeting in accordance with their best judgment.

80 

Voting on Proposals

Pursuant to Proposal No. 1, Board members will be elected at the annual meeting to fill eleven seats on the Board to serve until the next annual meeting of stockholders, and until their respective successors are elected and qualified, under a “majority vote” standard. The majority voting standard means that, even though there are eleven nominees in total for the eleven Board seats, a nominee will be elected only if they receive an affirmative “for” vote from stockholders owning, as of the Record Date, at least a majority of the shares present and voted at the meeting in such nominee’s election by proxy or in person. If an incumbent fails to receive the required majority, their previously submitted resignation will be promptly considered by the Board. Each stockholder may cast one vote (“for”, “against” or "abstain"), per share held, for each of the eleven nominees. Stockholders may not cumulate votes in the election of directors.

Each share is entitled to one vote on Proposals No. 2, 3 and 4. Votes may be cast “for,” “against” or “abstain” on Proposals No. 2 and 4. Approval of Proposals No. 2 and 4 requires the affirmative vote of a majority of the shares of common stock having voting power present, in person or represented by proxy, at the meeting. Votes may be cast for “one year”, “two years”, “three years” or “abstain” on Proposal No. 3, and 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 that has been approved by stockholders on an advisory basis, even if that alternative does not receive a majority of the votes cast.

Effect of Abstentions and Broker Non-Votes

Shares voted “abstain” and broker non-votes (shares held by brokers that do not receive voting instructions from the beneficial owner of the shares, and do not have discretionary authority to vote on a matter) will be counted as present for purposes of determining whether we have a quorum. For purposes of voting results, abstentions will have no effect with respect to the election of directors or Proposal No. 3, but will have the effect of “against” votes with respect to other proposals, and broker non-votes will not be counted with respect to any proposal.

Voting by 401(k) Plan Participants

Participants in Lam’s Savings Plus Plan, Lam Research 401(k) (the “401(k) Plan”) who held Lam common stock in their personal 401(k) Plan accounts as of the Record Date, will receive this proxy statement, so that each participant may vote, by proxy, their interest in Lam’s common stock as held by the 401(k) Plan. The 401(k) Plan trustee will aggregate and vote proxies in accordance with the instructions in the proxies of employee participants that it receives.

Voting Results

We will announce preliminary results at the annual meeting. We will report final voting results at https://investor.lamresearch.com and in a Form 8-K to be filed shortly after the annual meeting.

Availability of Proxy Materials

Beginning on September 23, 2020,27, 2023, this proxy statement and the accompanying proxy card and 20202023 Annual Report on Form 10-K to Stockholders will be mailed to stockholders entitled to vote at the annual meeting who have designated a preference for a printed copy. Stockholders who previously chose to receive proxy materials electronically were sent an email with instructions on how to access this year’s proxy materials and the proxy voting site.

We have also provided our stockholders access to our proxy materials over the internet in accordance with rules and regulations adopted by the SEC. These materials are available on our website at https://investor.lamresearch.com. We will furnish, without charge, a printed copy of these materials and our 20202023 Annual Report (including exhibits) on request by telephone (510-572-1615), by mail (to Investor Relations, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538), or by email (to investor.relations@lamresearch.com).

A Notice of Internet Availability of Proxy Materials will be mailed beginning on September 23, 202027, 2023 to all stockholders entitled to vote at the meeting. The notice will have instructions for stockholders on how to access our proxy materials through the internet and how to request that a printed copy of the proxy materials be mailed to them. The notice will also have instructions on how to elect to receive all future proxy materials electronically or in printed form. If you choose to receive future proxy materials electronically, you will receive an email each year with instructions on how to access the proxy materials and proxy voting site.

Proxy Solicitation Costs

The Company will bear the cost of all proxy solicitation activities. Our directors, officers and other employees may solicit proxies personally or by telephone, email or other communication means, without any cost to Lam Research. In addition, we have retained D.F. King & Co., Inc. to assist in obtaining proxies by mail, facsimile or email from brokers, bank nominees and other institutions for the annual meeting. The estimated cost of such services is $14,000 plus out-of-pocket expenses. D.F. King & Co, Inc. may be contacted at 48 Wall Street, New York, New York 10005. We are required to request that brokers and nominees who hold stock in their names furnish our proxy materials to the beneficial owners of the stock, and we must reimburse these brokers and nominees for the expenses of doing so in accordance with statutory fee schedules.

Lam Research Corporation 2023 Proxy Statement  81

Other Meeting Information

Annual Meeting Admission

All stockholders entitled to vote as of the Record Date are entitled to attend the annual meeting virtually. Stockholders of record may attend the meeting by visiting the meeting website at www.virtualshareholdermeeting.com/LRCX2020virtualshareholdermeeting.com/LRCX2023. To attend, a stockholder will need the 16-digit control number included on their Notice of Internet Access or proxy card. A beneficial owner of shares (i.e. an owner who is not the record holder of their shares) who wishes to attend the meeting should refer to the instructions provided by the beneficial owner’s brokerage firm, bank, or other stockholder of record holding such shares for the beneficial owner.

Voting on ProposalsAsking Questions

PursuantStockholders who wish to Proposal No. 1, Board members will be elected atsubmit a question during the annual meeting may log into the virtual meeting platform at virtualshareholdermeeting.com/LRCX2023, beginning at 9:00 a.m. Pacific Standard Time on November 7, 2023, type their question where indicated, and click to fill nine seats on the Boardsubmit.

We ask that you limit your questions to serve until the next annual meeting of stockholders, and until their respective successorsthose that are elected and qualified, under a “majority vote” standard. The majority voting standard means that, even though there are nine nominees in total for the nine Board seats, a nominee will be elected only if he or she receives an affirmative “for” vote from stockholders owning, as of the Record Date, at least a majority of the shares present and voted at the meeting in such nominee’s election by proxy or in person. If an incumbent fails to receive the required majority, his or her previously submitted resignation will be promptly considered by the Board. Each stockholder may cast one vote (“for” or “withhold”), per share held, for each of the nine nominees. Stockholders may not cumulate votes in the election of directors.

Each share is entitled to one vote on Proposals No. 2 and 3. Votes may be cast “for,” “against” or “abstain” on Proposals No. 2 and 3. Approval of Proposals No. 2 and 3 requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and cast at the meeting.

If a stockholder votes by means of the proxy solicited by this proxy statement and does not instruct the Proxy Holders how to vote, the Proxy Holders will vote: “FOR” all individuals nominated by the Board; “FOR” approval, on an advisory basis, of our named executive officer compensation; and “FOR” the ratification of EY as the Company’s independent registered public accounting firm for fiscal year 2021.

If you choose to vote in person, you will have an opportunity to do so at the annual meeting. You may either bring your proxy cardrelevant to the annual meeting or our business. Questions may not be addressed if you do not bring your proxy card,they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, or repetitious of statements already made. In addition, questions may be grouped by topic by our management. Questions will be addressed during the Company will pass out written ballots to anyone who was a stockholder asappropriate portions of the Record Date. As noted above, if you are a beneficial owner (an owner who is notmeeting, and we may also respond by posting answers on our website after the record holder of their shares), you will need to obtain a proxy from your brokerage firm, bank, or the stockholder of record holding shares on your behalf.annual meeting.

Voting by 401(k) Plan Participants

Participants in Lam’s Savings Plus Plan, Lam Research 401(k), or the “401(k) Plan,” who held Lam common stock in their personal 401(k) Plan accounts as of the Record Date, will receive this proxy statement, so that each participant may vote, by proxy, his or her interest in Lam’s common stock as held by the 401(k) Plan. The 401(k) Plan trustee will aggregate and vote proxies in accordance with the instructions in the proxies of employee participants that it receives.

Stockholder Accounts Sharing the Same Last Name and Address; Stockholders Holding Multiple Accounts

To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Lam Research stock but who share the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name will receive only one copy of our proxy statement and annual report unless one of the stockholders notifies our investor relations department that one or more of them want to receive separate copies. This procedure reduces duplicate mailings and therefore saves printing and mailing costs, as well as natural resources. Stockholders who participate in householding will continue to have access to all proxy materials at https://investor.lamresearch.com, as well as the ability to submit separate proxy voting instructions for each account through the internet or by telephone.

Stockholders holding multiple accounts of Lam common stock may request separate copies of the proxy materials by contacting us by telephone (510-572-1615), by mail (to Investor Relations, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538) or by email (to investor.relations@lamresearch.com). Stockholders may also contact us by telephone, mail or email to request consolidation of proxy materials mailed to multiple accounts at the same address.

Stockholder-Initiated Proposals and Nominations for 20212024 Annual Meeting

Proposals submitted under SEC rules for inclusion in the Company’s proxy statement.Stockholder-initiated proposals (other than director nominations) may be eligible for inclusion in our proxy statement for next year’s 20212024 annual meeting of stockholders (in accordance with SEC Rule 14a-8) and for consideration at the 20212024 annual meeting of stockholders. The Company must receive a stockholder proposal no later than May 26, 202130, 2024 for the proposal to be eligible for inclusion. Any stockholder interested in submitting a proposal or nomination is advised to contact legal counsel familiar with the detailed securities law requirements for submitting proposals or nominations for inclusion in a company’s proxy statement.

Proposed nominations of directors under Company bylaws for Proxy Access.Our bylaws provide for “Proxy Access.” Pursuant to the Proxy Access provisions of our bylaws, a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years can nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholders and the nominees satisfy the requirements specified in our bylaws. If a stockholder or group of stockholders wishes to nominate one or more director candidates to be included in our proxy statement for the 20212024 annual meeting of stockholders pursuant to Proxy Access, all of the information required by our bylaws must be received by the Secretary of the Company no earlier than April 26, 2021,30, 2024, and no later than May 26, 2021.30, 2024.

Proposals and nominations under Company bylaws for presentation at the annual meeting but for which the proponent does not seek to include materials in our proxy statement.Stockholders may also submit proposals for consideration and nominations of director candidates for election at the 2024 annual meeting by following certain requirements set forth in our bylaws. These proposals will not be eligible for inclusion in the Company’s proxy statement for the 20212024 annual meeting

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of stockholders unless they are submitted in compliance with then applicable SEC rules or pursuant to the Proxy Access described above; however, they will be presented for consideration at the 20212024 annual meeting of stockholders if the requirements established by our bylaws for stockholder proposals and nominations have been satisfied.

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Lam Research Corporation 2020 Proxy Statement  67


Our bylaws establish requirements for stockholder proposals and nominations not included in our proxy statement to be considered at the annual meeting. Assuming that the 20212024 annual meeting of stockholders takes place at roughly the same date next year as the 20202023 annual meeting (and subject to any change in our bylaws—which would be publicly disclosed by the Company—and to any provisions of then-applicable SEC rules), a stockholder of record not seeking to include materials in our proxy statement must submit the proposal or nomination in writing and it must be received by the Secretary of the Company no earlier than July 10, 2021,14, 2024, and no later than August 9, 2021.13, 2024.

In addition to satisfying the requirements under our bylaws and providing the information required thereunder to the Company, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth any additional information required by Rule 14a-19 under the Exchange Act to comply with the universal proxy rules, which notice must be postmarked or transmitted electronically to us at our principal executive offices no later than September 8, 2024. However, if the date of the 2024 annual meeting is changed by more than 30 calendar days from the anniversary date of the 2023 annual meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2024 annual meeting or the 10th calendar day following the day on which public announcement of the date of the 2024 annual meeting is first made.

For a full description of the requirements for submitting a proposal or nomination, see the Company’s bylaws. Submissions or questions should be sent to: Secretary, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538.

By Order of the Board of Directors,

Ava M. Hahn

Secretary

 

LOGO

Ana M. Hahn

Secretary

Fremont, California

Dated: September 23, 202027, 2023

Lam Research Corporation 2023 Proxy Statement  83

Table of Contents

Appendices

Appendix A—Information Regarding Non-GAAP Financial Measures

LOGO

VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy cardCompany reports its financial results in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During the Meeting - www.virtualshareholdermeeting.com/LRCX2020 You may attend the annual meeting of stockholders via the Internet and vote during the meeting. Have the information printedaccordance with accounting principles generally accepted in the box markedUnited States (“GAAP”). However, the Company's management uses certain non-GAAP financial measures to evaluate the Company’s operating and financial results. The Company believes the presentation of non-GAAP results is useful to investors for analyzing business trends and comparing performance to prior periods, along with enhancing investors’ ability to view the Company’s results from management’s perspective. These non-GAAP financial measures are provided as supplemental information to the financial measures the Company discloses that are calculated and presented in accordance with GAAP. Non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. The Company’s definitions of its non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.

The compensation and human resources committee has elected to use non-GAAP operating income as a percentage of revenue, in connection with assessing and making determinations related to executive compensation matters. Non-GAAP operating income as a percentage of revenue is determined by dividing non-GAAP operating income, which is a non-GAAP financial measure, by revenue, which is a GAAP financial measure. The GAAP measure most directly comparable to non-GAAP operating income is GAAP operating income. Non-GAAP operating income includes adjustments to the arrowmost comparable GAAP financial measure, GAAP operating income, to exclude the impact of certain items as further indicated below.

Non-GAAP Operating Income

Non-GAAP operating income is derived from results determined in hand when you access the web siteaccordance with GAAP with charges and then follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return itcredits in the postage-paid envelope we have provided or return itfollowing line items excluded from GAAP results:

for fiscal year 2023: amortization related to intangible assets acquired through certain business combinations; product rationalization costs; restructuring charges; transformational costs; and elective deferred compensation-related liability increase;
for fiscal year 2022: amortization related to intangible assets acquired through certain business combinations; and elective deferred compensation-related liability decrease; and
for fiscal year 2021: amortization related to intangible assets acquired through certain business combinations; elective deferred compensation-related liability increase; and product rationalization costs.

GAAP to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.LAM RESEARCH CORPORATION ATTN: INVESTOR RELATIONS 4650 CUSHING PARKWAY FREMONT, CALIFORNIA 94538 D23553-P42715-Z77848 LAM RESEARCH CORPORATION For All Withhold All For All Except To withhold authorityNon-GAAP Reconciliation

The following are reconciliations of GAAP operating income to vote for any individual nominee(s), mark “For All Except”non-GAAP operating income, as well as a presentation of GAAP operating income as a percentage of revenue and write the number(s)non-GAAP operating income as a percentage of the nominee(s) on the line below. The Board of Directors recommends you vote FOR all nine of the nominees listed in proposal 1. ! ! ! 1. Election of Directors Nominees: 01) Sohail U. Ahmed 02) Timothy M. Archer 03) Eric K. Brandt 04) Michael R. Cannon 05) Catherine P. Lego 06) Bethany J. Mayer 07) Abhijit Y. Talwalkar 08) Lih Shyng (Rick L.) Tsai 09) Leslie F. Varon The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain ! ! ! 2. Advisory vote to approve the compensation of the named executive officers of Lam Research, or “Say on Pay.” ! ! ! 3. Ratification of the appointment of the independent registered public accounting firm for fiscal year 2021. NOTE: Other business that may properly come before the annual meeting (including any adjournment or postponement thereof) will be voted as the proxy holders deem advisable. Please sign exactly as your name(s) appear(s) in this card. When signing as attorney, executor, administrator, or other fiduciary, please give full title. Joint owners should each sign personally. For a Corporation, an authorized officer must sign. For a partnership, an authorized person must sign.


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Important Notice Regarding the Availability of Proxy Materialsrevenue, for the Annual Meeting:The Noticefiscal years ended June 25, 2023, June 26, 2022, and Proxy Statement and Annual Report Combined Document are available at www.proxyvote.com.
D23554-P42715-Z77848
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF LAM RESEARCH CORPORATION
IN CONJUNCTION WITH THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON NOVEMBER 3, 2020
The undersigned stockholderJune 27, 2021:

(UNAUDITED)
(in thousands, except percentages)

  Year Ended 
  June 25, 2023  June 26, 2022  June 27, 2021  
 U.S. GAAP operating income$5,174,860  $5,381,822  $4,482,023  
 Pre-tax non-GAAP items:           
 Amortization related to intangible assets acquired through certain business combinations 15,337   51,822   54,152  
 Elective deferred compensation-related liability valuation increase (decrease) 22,087   (35,175)  62,238  
 Restructuring charges, net 120,316        
 Product rationalization costs 13,522      6,200  
 Transformational costs 9,178        
 Non-GAAP operating income$5,355,300  $5,398,469  $4,604,613  
 U.S. GAAP operating income as percent of revenue 29.7%  31.2%  30.6% 
 Non-GAAP operating income as a percent of revenue 30.7%  31.3%  31.5% 

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