Form DEF 14A LAM RESEARCH CORP For: Nov 08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
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LAM RESEARCH CORPORATION

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September 28, 2021

Dear Lam Research Stockholders,

We cordially invite you to attend the Lam Research Corporation 2021 Annual Meeting of Stockholders. The annual meeting will be held on Monday, November 8, 2021, at 2:00 p.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 virtualshareholdermeeting.com/LRCX2021 and 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 nine 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 “Say on Pay”; and to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022. The Board of Directors recommends that you vote in favor of each director nominee and each of these 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,

Abhijit Y. Talwalkar
Chairman of the Board

Notice of 2021 Annual Meeting of Stockholders​

 

4650 Cushing Parkway
Fremont, California 94538
Telephone: 510-572-0200

​	Category	​	​	Details	​
​	Date and Time	​	​	Monday, November 8, 2021 2:00 p.m. Pacific Standard Time	​
​	Place	​	​	Via the Internet at virtualshareholdermeeting.com/ LRCX2021	​
​	Record Date	​	​	Only stockholders of record at the close of business on September 9, 2021, the “Record Date,” are entitled to notice of, and to vote at, the annual meeting.	​

​	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 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 at enroll.icsdelivery.com/lrcx or by contacting your nominee. ​	​

​	# Proposal ​	​	​	Our Board’s Recommendation	​
​	1. Election of nine directors to serve until the next annual meeting of stockholders, and until their respective successors are elected and qualified ​	​	​	FOR each Director Nominee ​	​
​	2. Advisory vote to approve our named executive officer compensation, or “Say on Pay” ​	​	​	FOR ​	​
​	3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022 ​	​	​	FOR ​	​
​	Transaction of such other business as may properly come before the annual meeting (including any adjournment or postponement thereof)				​

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​	By internet	​	​	By phone	​	​	By mail	​

 

Lam Research Corporation

Proxy Statement for 2021 Annual Meeting of Stockholders

TABLE OF CONTENTS

 

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 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 available at 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. You should not place undue reliance on forward-looking statements. We undertake no obligation to update any forward-looking statements

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 like 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 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 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. Our customers’ continued success is part of our commitment to 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.

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 Internet of Things,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 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 competency 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 related 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 semi-ecosystem partners; (iv) our ability to identify and 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.

Lam Research Corporation 2021 Proxy Statement 1

 

Figure 1. Fiscal Year 2021 Financial Highlights

Figure 2. Proposals and Voting Recommendations

Figure 3. Summary Information Regarding Director Nominees

You are being asked to vote on the election of these nine directors. The following table provides summary information about each director nominee as of September 9, 2021, and their biographical information is contained in the “Voting Proposals – Proposal No. 1: Election of Directors – 2021 Nominees for Director’ section below.

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(1)

Independence determined in accordance with Nasdaq rules.

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Figure 4. 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 Proposals – Proposal No. 1: Election of Directors – 2021 Nominees for Director’ section below describe each director nominee’s background and relevant experience in more detail, and identifies those qualifications, skills and experiences considered most relevant to the decision to nominate candidates to serve on our Board.

 

Lam Research Corporation 2021 Proxy Statement 3

 

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.

Figure 6. Corporate Governance Highlights

 

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Figure 7. Executive Compensation Highlights

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(1)

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

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Lam Research Corporation 2021 Proxy Statement 5

 

Figure 8. ESG Highlights

We have a responsibility to contribute to a better world. When we think beyond our ourselves, we get better results, advance our industry, and empower progress. To that end, we strive to incorporate environmental, social and governance (“ESG”) considerations into everything we do – from our operations and workplace practices, to how we source our materials and design our products. Our ESG strategy is composed of six key pillars, which are described in greater detail on pages 18-19 and in our annual ESG report, available at lamresearch.com/company/environmental-social-governance. We have set goals across five of those six pillars, which are highlighted below, together with our key accomplishments in each area for the 2020 calendar year. We aim to achieve the majority of these goals by 2025, with some exceptions.

 

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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 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 9, 2021, which is the Record Date for the 2021 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 140,802,727 as the number of shares of Lam common stock outstanding on September 9, 2021.

Figure 9. Beneficial Ownership Table

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Less than 1%

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Lam Research Corporation 2021 Proxy Statement 7

 

(1)

Includes shares subject to outstanding stock options that are now exercisable or will become exercisable within 60 days after September 9, 2021, as well as RSUs, that will vest within that time period, as follows:

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The terms of any outstanding stock options that are now exercisable or will become exercisable within 60 days after September 9, 2021, and RSUs that will vest within that time period, are reflected in “Figure 55. Outstanding Equity Awards at Fiscal Year 2021 Year-End,” except as described in the following sentences. Scott G. Meikle, Ph.D. and Seshasayee (Sesha) Varadarajan have options covering 6,514 and 9,446 shares, respectively, which are unexercised and exercisable within 60 days of September 9, 2021. The grants for Dr. Meikle and Mr. Varadarajan have terms consistent with the terms reflected in “Figure 55. Outstanding Equity Awards at Fiscal Year 2021 Year-End.”

As discussed in “Governance Matters – Director Compensation” below, the non-employee directors receive an annual equity award as part of their compensation. These awards generally vest on October 31, 2021, subject to continued service on the board as of that date, with immediate delivery of the shares upon vesting. For 2021, Messrs. Ahmed, Brandt, Cannon, and Talwalkar; Mses. Lego, Mayer and Varon; and Dr. Tsai each received awards of 510 RSUs.

(2)

All information regarding The Vanguard Group (“Vanguard”) is based solely on information disclosed in amendment number nine to Schedule 13G filed by Vanguard with the SEC on February 10, 2021. According to the Schedule 13G filing, of the 11,640,096 shares of Lam common stock reported as beneficially owned by Vanguard as of December 31, 2020, Vanguard did not have sole voting power with respect to any shares, had shared voting power with respect to 250,280 shares, had sole dispositive power with respect to 10,995,496 shares, and had shared dispositive power with respect to 644,600 shares of Lam common stock.

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(3)

All information regarding BlackRock Inc. (“BlackRock”) is based solely on information disclosed in amendment number 13 to Schedule 13G filed by BlackRock with the SEC on January 29, 2021 on behalf of BlackRock and certain subsidiaries. According to the Schedule 13G filing, of the 11,293,118 shares of Lam common stock reported as beneficially owned by BlackRock as of December 31, 2020, BlackRock had sole voting power with respect to 9,632,140 shares, did not have shared voting power with respect to any shares, had sole dispositive power with respect to 11,293,118 shares, and did not have shared dispositive power with respect to any shares of Lam common stock.

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(4)

All information regarding FMR LLC (“FMR”) is based solely on information disclosed in amendment number one to Schedule 13G filed by FMR with the SEC on February 8, 2021 on behalf of FMR, Abigail P. Johnson, certain of FMR’s subsidiaries and affiliates, and other companies. According to the Schedule 13G filing, of the 8,898,166 shares of Lam common stock reported as beneficially owned by FMR as of December 31, 2020, FMR had sole voting power with respect to 1,046,371 shares, did not have shared voting power with respect to any shares, had sole dispositive power with respect to 8,898,166 shares, and did not have shared dispositive power with respect to any shares of Lam common stock.

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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 (“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 10. Policies and Procedures Summary

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

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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 are summarized in Figure 11 below, and the practices themselves are described in greater detail below.

Lam Research Corporation 2021 Proxy Statement 9

 

Figure 11. Board Effectiveness Practices

Board and committee evaluations. Every year, the Board conducts a self-evaluation of the Board, its committees, and the individual directors, overseen by the nominating and governance committee. From time to time, the evaluation is facilitated by an independent third-party consultant. The evaluation solicits the opinions of the directors regarding the effectiveness of the Board, Board committees, and individual directors in fulfilling their obligations. Feedback on Board effectiveness is provided to the full Board for discussion, feedback on each committee’s effectiveness is provided to the committee for discussion, and feedback regarding individual director performance is provided to each individual director. The Board and 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, diversity, and committee assignments to ensure that the Board functions effectively. See “Proxy Statement Summary – Figure 4. Director Nominee Key Qualifications, Skills and Experiences Highlights” and “Proxy Statement Summary – Figure 5. Director Nominee Composition Highlights” for additional information regarding the key qualifications, skills and experiences considered by the Board and the nominating and governance committee in nominating our nominees.

The Board is committed to diversity, and for many years, the composition of the Board has reflected that commitment. The Board believes that board diversity is important to serving the 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 gender, sexual orientation, race and ethnicity, to include in the pool from which Board nominees are chosen, and any third-party search firms retained for a related search will be instructed to include such candidates in initial lists of candidates they prepare. As illustrated in “Proxy Statement Summary – Figure 5. Director Nominee Composition Highlights”, 67% of our nominees are diverse, either as to gender or as to ethnicity/race. Every year since 2006, the Board has had at least two female directors, and starting in 2019, the total number of female directors increased to three, representing 33% of our nominees. In 2020, we began asking directors to self-identify their ethnicity/race and reporting those metrics, and since that time 33% of our nominees have been diverse with respect to ethnicity/race. In addition, over the last 10 years, the Board has appointed directors who have expanded the experiences, 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 – 2021 Nominees for Director” below.

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 from 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 below under “Board Nomination Policies and Procedures – Board Membership Criteria” below.

 

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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.

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 their integration into the Board. First time directors (i.e. those without prior public company board experience) are encouraged to attend an outside course shortly after joining the Board.

Our Board is also committed to ongoing education. Our corporate governance guidelines provide that directors are expected to participate in educational events sufficient to maintain their understanding of their duties as directors and 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.

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.

Our corporate governance guidelines set out a non-exclusive list of factors to be considered by the nominating and governance committee in 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 2021, the factors were updated to include additional diversity attributes. The factors include, but are not limited to:

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experience;

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business acumen;

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wisdom;

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integrity;

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judgment;

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the ability to make independent analytical inquiries;

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the ability to understand the Company’s business environment;

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

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diversity with respect to any attribute(s) the Board considers appropriate, including geography, gender, sexual orientation, age, and ethnicity or race;

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

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

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

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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 all of our current directors for re-election to serve on the Board. 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 their biography under “Voting Proposals – Proposal No. 1: Election of Directors – 2021 Nominees for Director” below. For a summary of the key qualifications, skills, and attributes of the nominees to the Board, see “Proxy Statement Summary – Figure 4. Director Nominee Key Qualifications, Skills and Experiences Highlights.”

Nomination procedure. The nominating and governance committee sets specific qualifications for new directors, and identifies, screens, evaluates, and recommends qualified candidates for appointment or election to the Board. The committee considers recommendations from a variety of sources, including search firms, Board members, executive officers, and stockholders. Nominations for election by the stockholders are made by the independent members of the Board. New candidates to join the Board typically meet with our chair, our lead independent director (if applicable), members of the nominating and governance committee, additional board members, and our president and CEO, as well as representatives of the Company’s executive team, prior to being considered for recommendation by the nominating and governance committee for appointment to the Board. See “Voting Proposals – Proposal No. 1: Election of Directors – 2021 Nominees for Director” below for additional information regarding the 2021 candidates for election to the Board.

 

Lam Research Corporation 2021 Proxy Statement 11

 

Certain provisions of our bylaws apply to the nomination or recommendation of candidates by a stockholder. For example, 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 procedure is provided in the “Voting and Meeting Information – Other Meeting Information – Stockholder-Initiated Proposals and Nominations for 2022 Annual Meeting” section below.

Director Independence Policies

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

Board member independence. The Board has determined that all current directors, other than 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 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 they 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 their 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

 

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guidelines also require a non-employee director to notify the nominating and governance committee if the director changes or retires from their executive position at another public company. The nominating and governance committee reviews the appropriateness of the director’s continuing Board membership under the circumstances, and the director is expected to act in accordance with the nominating and governance committee’s recommendations.

Limitations on other board and committee memberships. The Board believes that it is critical that directors dedicate sufficient time to their service on the Board. Under our corporate governance guidelines, Board members may not serve on more than four public company boards (including service on the Company’s Board). Non-employee directors who are 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.

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 their initial election to the Board. Guidelines for stock ownership by designated members of the executive management team are described below under “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis.” All of our directors and designated members of our executive management team were in compliance with the Company’s applicable stock ownership guidelines at the end of fiscal year 2021 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. Subject to certain exceptions specified in our corporate governance guidelines, the Secretary will forward 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). 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 six meetings during fiscal year 2021. The number of committee meetings held is shown in Figures 12-14. All of the directors attended at least 75% of the aggregate number of Board meetings and meetings of Board committees on which they served during their tenure in fiscal year 2021.

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 2020 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, membership, and charter of each are described below. Copies of each charter are available on the Investors section of our website at investor.lamresearch.com/corporate-governance.

 

Lam Research Corporation 2021 Proxy Statement 13

 

Figure 12. Audit Committee

​

(1)

As of September 9, 2021.

​

(2)

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

​

(3)

Each is an “audit committee financial expert” as defined in the SEC rules.

​

(4)

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

​

Figure 13. Compensation and Human Resources Committee

​

(1)

As of September 9, 2021.

​

(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.

​

 

   14

 

Figure 14. Nominating and Governance Committee

​

(1)

As of September 9, 2021.

​

(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;

​

◦

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

​

◦

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

​

◦

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

​

◦

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

​

•

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

​

•

reviewing with our 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, with updates presented to the audit committee quarterly and to the full Board annually;

​

•

overseeing the Company’s information security programs, with updates presented to the audit committee quarterly and to the full Board annually;

​

•

overseeing human capital management, with updates presented quarterly to the compensation and human resources committee and the full Board; and

​

•

overseeing ESG, with updates presented to the nominating and governance committee semiannually and the Company’s ESG reporting reviewed by the full Board annually.

​

Risk Oversight. The Board is actively engaged in risk oversight. Management regularly reports to the Board on its risk assessments and risk mitigation strategies for the major risks of our business. Generally, the Board exercises its oversight responsibility directly; however, in specific cases, such responsibility has been delegated to committees of the Board. Committees that have been charged with risk

 

Lam Research Corporation 2021 Proxy Statement 15

 

oversight regularly report to the Board on those risk matters within their areas of responsibility. Risk oversight responsibility has been allocated between the Board and its committees as summarized in Figure 15 and described in more detail below.

Figure 15. Risk Oversight

•

Our audit committee oversees risks related to the Company’s accounting and financial reporting, internal controls, 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 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 ESG matters relating to the Company’s workforce, including inclusion and diversity.

​

•

Our nominating and governance committee oversees risks related to corporate governance, board effectiveness, director independence, Board and committee composition, and ESG matters not assigned to other committees.

​

Stockholder Engagement

We believe that engagement with our stockholders is an important part of effective corporate governance. Our senior management, including our president and CEO, chief financial officer (“CFO”) and members of our Investor Relations team, maintain regular contact with a broad base of investors through quarterly earnings calls, meetings, investor day events, industry conferences and other investor and industry events. In addition, we regularly engage with major stockholders on governance matters, including executive compensation and ESG topics. The outreach is generally conducted outside of our proxy solicitation period and, depending on the topics, includes members of our Legal, Investor Relations and Human Resources functions, and may also include members of the Board. During the proxy solicitation period, we may also engage with our stockholders about topics to be addressed at our annual meeting of stockholders. Our process for engaging with stockholders on governance topics and annual meeting proposals is summarized in Figure 16 below.

Figure 16. Stockholder Governance Engagement Cycle

Through these engagements, we receive valuable input from our stockholders which helps us to evaluate key initiatives from additional perspectives. We share the opinions and information received from our stockholders with the Board. Over the last few years, we have heard from stockholders about their views on subjects such as executive compensation, ESG considerations, culture, leadership transitions, proxy access, returning capital to stockholders, director tenure, board refreshment, director skills and experiences, and board and workforce diversity. Understanding the feedback shared with us, we have adopted proxy access; have maintained our focus on board diversification, board refreshment based on skills and experiences, workforce diversity, and pay for performance; and have enhanced our proxy statement and annual ESG report disclosures.

We engaged in extensive stockholder outreach on governance topics and annual meeting proposals in 2020, both prior to and during the proxy solicitation period, as illustrated in Figure 17 below. We have summarized our governance outreach efforts, and described the topics discussed, in Figure 17 below, as well as in “Compensation Discussion and Analysis – Overview of Executive Compensation – 2020 Say on Pay Voting Results and Stockholder Outreach”:

 

   16

 

Figure 17. 2020 Stockholder Governance Outreach Summary

Culture and Human Capital Management

We endeavor to be a great place to work globally through a multi-faceted strategy that is rooted in fostering an inclusive and diverse workplace. The Board is actively engaged in overseeing our culture and the management of human capital, both directly and through its compensation and human resources committee. The compensation and human resources committee’s responsibilities include organizational and people matters, including reviewing executive officer succession plans as described below, reviewing employee engagement programs, and reviewing and assisting the Board in overseeing ESG matters relating to our workforce, including inclusion and diversity and the workforce portion of our annual ESG report.

One of the Board’s primary responsibilities is to oversee the performance, development and succession of our executive talent; however, the Board’s involvement in people development extends beyond the executive team. The Board and the compensation and human resources committee engage with management across a broad range of human capital related topics. To support employees’ well-being and ensure Lam is a place where everyone feels valued and can do their best work, we have focused on inclusion and diversity; recruitment and development; employee engagement; providing a comprehensive compensation and benefits package; and health and safety. Since calendar year 2020, all of our named executive officers have had compensation goals related to culture, talent, and inclusion and diversity, to help ensure the members of our executive team are aligned with our corporate goals in these areas and are accountable for the results achieved (see “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis” below for more details).

Since 2019, we have been conducting a series of employee surveys focused on employee engagement, culture, inclusion and diversity, manager effectiveness, well-being, and communications. The surveys provide management and the Board with valuable employee feedback and help ensure the executive leadership team is focused on and held accountable for fostering and promoting a culture and workplace environment that are consistent with Lam’s core values and with achieving our human capital goals. Based on employee feedback, we launched an inclusion and diversity program, expanded resources available for professional development, facilitated the creation of additional employee resource groups, created new job rotation and mentoring programs, and expanded our management training offerings.

 

Lam Research Corporation 2021 Proxy Statement 17

 

Throughout the COVID-19 pandemic, our focus and priority have remained on the health, safety, and well-being of our employees. We took a holistic approach in response to the pandemic to safeguard our employees. We implemented health and safety procedures consistent with government guidelines and best practices for the health and safety of on-site workers, enabling staff to work remotely to the extent practicable. We distributed relief and recovery funds to employees, offered enhanced benefits to support the physical, mental and financial health of our employees, and provided other employee assistance programs to those experiencing disruptions due to the pandemic.

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

We are committed to equal opportunity and non-discrimination in our employment practices, including equitable compensation for work performed. The charter of our compensation and human resources committee includes oversight responsibility for our compensation policies and practices related to pay equity laws. We maintain robust employment policies and procedures to reinforce our commitment to equal opportunity, non-discrimination, and pay equity. Our policies and procedures prohibit discrimination, harassment or retaliation in any aspect of employment, including recruiting, hiring, promotion, or compensation.

Environmental, Social and Governance Oversight

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

Business and Governance. Our ESG governance framework is illustrated in Figure 18 below. While our Board is actively engaged in ESG oversight, the nominating and governance committee has the primary responsibility for our ESG priorities. For workforce-related issues, the compensation and human resources committee holds responsibility. The audit committee is responsible for oversight on ethics and compliance and information security. Management provides regular updates to the Board and these committees and engages them to discuss ESG strategy, gain alignment on goals, and report on progress. Our ESG executive steering committee is responsible for guiding our ESG strategy, approving and supporting initiatives, and holding business leaders accountable. Our cross-functional ESG leadership team is responsible for proposing goals, developing and executing strategy, and embedding ESG into our operations management system. In addition, we have topic-specific working groups to address key issues.

Figure 18. Lam’s ESG Governance Structure

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

Community. We believe that positively involving our employees and giving back to our community is central to our culture and an expression of our core values. Our charitable giving includes employee volunteer hours, the Lam Research Foundation grant program,

 

   18

 

and employee donations. Our global philanthropy and volunteerism programs provide financial and human services to improve education and quality of life in the communities in which we operate. As a successful equipment supplier in the technology industry, we encourage students to pursue science, technology, engineering and math, or “STEM,” careers, engage in activities that give young people visibility into careers in the semiconductor industry, and support those students who demonstrate excellence in the STEM fields. We are also committed to creating positive impacts in communities around the world by contributing to local, national, and international organizations that support community needs such as hunger, food and water security, disadvantaged children and senior citizens, health improvement, and environmental protection. As part of our COVID-19 relief and recovery efforts, we have donated funds to our communities for both short-term assistance and longer-term recovery, including a portion dedicated to organizations supporting Black communities that have been disproportionately affected by the pandemic. We have also donated funds in support of initiatives fighting social injustice, by contributing to organizations that are working to end systemic racism through education, reform, and legislation.

Sustainable Operations. Incorporating environmental sustainability into business leads to better products, more efficient operations, and added value for our customers. As the world tackles climate change and other critical environmental issues, we seek to do our part by responsibly managing our impact with global goals for energy efficiency, greenhouse gas emissions, water conservation, and waste reduction. We carefully monitor and manage our environmental impact across our business and work to implement cost-effective best practices, focusing our efforts where we believe we can have the biggest long-term impact. We look at impacts from procurement to manufacturing, during R&D and product design, and throughout a product’s lifecycle. We carefully manage our greenhouse gas emissions, set goals, and report progress annually to the CDP (formerly the Carbon Disclosure Project) and through our annual ESG report. We aim to communicate our approach to climate governance, strategy, risk management, metrics, and targets via the framework developed by the Task Force on Climate-Related Financial Disclosures and have been making progress towards achieving that goal.

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

Responsible Supply Chain. We understand the importance of an ethical, responsible, resilient, and diverse supply chain, and we engage with our suppliers to address a wide range of issues including human rights, supplier diversity, environmental impact, and mineral sourcing. We are a strong proponent of supply chain-related industry standards and uphold the guidelines published by the Responsible Business Alliance (the “RBA”). Since 2019, Lam has been an affiliate member of the RBA, the world’s largest industry coalition dedicated to corporate responsibility in global supply chains. All of our direct suppliers are expected to adhere to our Global Supplier Code of Conduct, which incorporates the RBA code of conduct and covers topics such as ethics, integrity, transparency, anti-corruption, conflict minerals, human trafficking, environmental sustainability, and social responsibility. Acknowledgment of and consent to adhere to our Global Supplier Code of Conduct is a mandatory requirement of our new supplier onboarding process.

For more information about our ESG efforts, please refer to our annual ESG report available in the ESG section of our website at lamresearch.com/company/environmental-social-governance. Our ESG report shall not be deemed “filed” with the SEC for purposes of federal securities law, and it shall not, under any circumstances, be incorporated by reference into any of the Company’s past or future SEC filings. The ESG report shall not be deemed soliciting material.

Director Compensation

Our director compensation is designed to attract and retain high-caliber directors and to align director interests with those of stockholders. Director compensation is reviewed and determined annually by the Board (and in the case of Mr. Archer, as our president and CEO, his executive compensation is reviewed annually by the independent members of the Board) following a recommendation from the compensation and human resources committee. Non-employee director compensation is described below. Mr. Archer, whose compensation as president and CEO is described below under “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis,” does not receive additional compensation for his service on the Board.

 

Lam Research Corporation 2021 Proxy Statement 19

 

Non-employee director compensation. Non-employee directors receive annual cash retainers and equity awards. The 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 27, 2021, together with the annual cash compensation program components in effect for calendar years 2021 and 2020, is shown below.

Figure 19. Director Annual Retainers

​

(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 award on the first Friday following the annual meeting. For the equity awards granted in November 2020, these had a targeted grant date value equal to $210,000 (the number of RSUs subject to the award is determined by dividing $210,000 by the closing price of a share of Company common stock as of the date of grant, rounded down to the nearest 10 shares). These awards generally vest on October 31 in the year following the grant and are subject to the terms and conditions of the Company’s 2015 Stock Incentive Plan, as amended (the “2015 Plan”), and the applicable award agreements. These awards immediately vest in full: (1) if a non-employee director dies or becomes subject to a “disability” ​(as determined pursuant to the 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 award based on the number of regularly scheduled, quarterly Board meetings remaining in the year as of the effective date of the director’s appointment. The pro-rated awards are subject to the same vesting schedule, terms and conditions as the annual equity awards, except that if the award is granted on the first Friday following the regularly scheduled quarterly November Board meeting, the award vests immediately.

On November 6, 2020, each director at such time other than our president and CEO received a grant of 510 RSUs for service during calendar year 2021. Unless there is an acceleration event, these RSUs granted to each current director for service during calendar year 2021 will vest in full on October 31, 2021, subject to the director’s continued service on the Board. The following table shows compensation for fiscal year 2021 for persons serving as directors during fiscal year 2021 other than Mr. Archer:

 

   20

 

Figure 20. Director Compensation for Fiscal Year 2021

​

(1)

The amounts shown in this column represent the grant date fair value of unvested RSU awards granted during fiscal year 2021 in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation (“ASC 718”). However, pursuant to SEC rules, these values are not reduced by an estimate for the probability of forfeiture.The fair value of RSUs was calculated based on the fair market value of the Company’s common stock at the date of grant, discounted for dividends.

​

(2)

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

​

(3)

Mr. Ahmed received $85,000, representing his annual retainers for calendar year 2021 of $75,000 for service as a director and $10,000 for service as a member of the compensation and human resources committee.

​

(4)

On November 6, 2020, each non-employee director who was on the Board at such time received an annual grant for calendar year 2021 of 510 RSUs based on the $409.42 per share closing price of Lam’s common stock and the target value of $210,000, rounded down to the nearest 10 shares. All of these RSUs were outstanding and unvested as of June 27, 2021.

​

(5)

Mr. Brandt received $100,500, representing his annual retainers for calendar year 2021 of $75,000 for service as a director, $20,000 for service as the chair of the compensation and human resources committee, and $5,500 for service as a member of the nominating and governance committee.

​

(6)

Mr. Cannon received $102,500, representing his annual retainers for calendar year 2021 of $75,000 for service as a director, $15,000 for service as the chair of the nominating and governance committee, and $12,500 for service as a member of the audit committee.

​

(7)

Dr. El-Mansy retired from the Board effective as of November 1, 2020 and as a result did not receive an annual retainer during fiscal year 2021.

​

(8)

Ms. Lego received $93,000, representing her annual retainers for calendar year 2021 of $75,000 for service as a director, $12,500 for service as a member of the audit committee, and $5,500 for service as a member of the nominating and governance committee.

​

(9)

Ms. Mayer received $87,500, representing her annual retainers for calendar year 2021 of $75,000 for service as a director and $12,500 for service as a member of the audit committee.

​

(10)

Mr. Talwalkar received $220,500, representing his annual retainers for calendar year 2021 of $75,000 for service as a director, $130,000 for service as chairman, $10,000 for service as a member of the compensation and human resources committee, and $5,500 for service as a member of the nominating and governance committee.

​

(11)

Dr. Tsai received $85,000, representing his annual retainers for calendar year 2021 of $75,000 for service as a director and $10,000 for service as a member of the compensation and human resources committee.

​

(12)

Ms. Varon received $105,000, representing her annual retainers for calendar year 2021 of $75,000 for service as a director and $30,000 for service as the chair of the audit committee.

​

Other benefits. Any members of the Board enrolled in the Company’s health plans on or prior to December 31, 2012, can continue to participate after retirement from the Board in the Company’s Retiree Health Plans. The Board eliminated this benefit for any person who became a director after December 31, 2012. The most recent valuation of the Company’s accumulated post-retirement benefit obligation under ASC 715, Compensation-Retirement Benefits as of June 27, 2021, 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 21. Accumulated Post-Retirement Benefit Obligations

 

Lam Research Corporation 2021 Proxy Statement 21

Executive Compensation and Other Information

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation program. Our CD&A discusses compensation earned by our fiscal year 2021 “Named Executive Officers” ​(“NEOs”), who are as follows:

Figure 22. Named Executive Officers for Fiscal Year 2021

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

   22

 

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 Statement Summary – Figure 7. Executive Compensation Highlights” 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 indices, are shown below.

Figure 23. CEO Pay for Performance for Fiscal Years 2016-2021

(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 Table” below.

​

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

The graph below compares Lam’s cumulative five-year total shareholder return on common stock with the cumulative total returns of the Nasdaq Composite Total Return Index, the Standard & Poor’s (“S&P”) 500 (TR) Index, and the Philadelphia Semiconductor Sector Total Return Index. The graph tracks the performance of a $100 investment in our common stock and in each of the indices (with the reinvestment of all dividends) for the five years ended June 27, 2021.

 

Lam Research Corporation 2021 Proxy Statement 23

 

Figure 24. Comparison of Cumulative Five-Year Total Return

COMPARISON OF CUMULATIVE FIVE-YEAR TOTAL RETURN*
Among the Company, the Philadelphia Semiconductor Sector Total Return Index,
the Nasdaq Composite Total Return Index, and
the S&P 500 (TR) Index

*

$100 invested on June 26, 2016 in stock or June 30, 2016 in index, including reinvestment of dividends. Indices calculated on month-end basis.

​

*

Copyright © 2021 Standard & Poor’s, a division of S&P Global. All rights reserved.

​

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

•

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

​

•

our executive compensation philosophy and program design.

​

Our Business, Our Industry Environment, and Our Financial Performance

An overview of our business and industry environment is set forth in “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 (“CY”) orientation rather than a fiscal year (“FY”) orientation, as shown below. The Executive Compensation Tables at the end of this CD&A are based on our fiscal year, as required by SEC regulations.

Figure 25. Executive Compensation Calendar-Year Orientation

In calendar year 2020, demand for semiconductor equipment increased relative to calendar year 2019, with growth across all segments of the market, and Lam’s global teams displayed resiliency despite the operational challenges presented by the COVID-19 pandemic, enabling the Company to deliver record financial performance.

 

   24

 

Highlights for calendar year 2020:

•

achieved revenue of approximately $11.9 billion for the calendar year, representing a 25% increase over calendar year 2019;

​

•

generated operating cash flow of approximately $2.3 billion, which represents approximately 20% of revenues; and

​

•

generated sufficient cash flow to support payment of approximately $686 million in dividends to stockholders.

​

In the first half of calendar year 2021, wafer fabrication equipment spending has strengthened, driven by increases in semiconductor demand and our customers’ technology-oriented investments. We continued to increase our production output levels as we operated under COVID-19-related safety protocols.

In an improved wafer fabrication spending environment, Lam has delivered solid income and cash generation with revenues of $8.0 billion, and operating cash flows of $2.6 billion earned from the March and June 2021 quarters combined.

Executive Compensation Philosophy and Program Design

Executive Compensation Philosophy

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

•

provide competitive compensation to attract and retain top talent;

​

•

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

​

•

align pay with business objectives while driving exceptional performance;

​

•

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

​

•

create stockholder value over the long-term;

​

•

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

​

•

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

​

•

provide rewards when results have been demonstrated.

​

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

•

performance that creates long-term stockholder value;

​

•

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

​

•

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

​

Program Design

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

Our program design uses a mix of annual and long-term components, and a mix of cash and equity components. Our executive compensation program includes base salary; an annual incentive program (“AIP”); a long-term incentive program (“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 26 below and are described in more detail in “III. Primary Components of NEO Compensation; CY2020 Compensation Payouts; CY2021 Compensation Targets and Metrics” below.

 

Lam Research Corporation 2021 Proxy Statement 25

 

Figure 26. Compensation Components

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

 

   26

 

Figure 27. NEO Compensation Target Pay Mix Averages

(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 stock options and service-based RSUs with at least 10% of the award in each of these two vehicles. In calendar years 2020 and 2021, the percentages of the LTIP target award opportunity awarded in stock options and service-based RSUs were 10% and 40%, respectively. See “III. Primary Components of Named Executive Officer Compensation; Calendar Year 2020 Compensation Payouts; Calendar Year 2021 Compensation Targets and Metrics – Long-Term Incentive Program – Design” for further information regarding the impact of such a target pay mix.

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(2)

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

​

2020 Say on Pay Voting Results and Stockholder Outreach

We evaluate our executive compensation program and practices at least annually. Among other things, we consider the outcome of our most recent advisory vote on named executive officer compensation, or “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 in general have received continuing support from our stockholders, as reflected in the voting results for our annual Say on Pay proposals shown in Figure 28 below. In 2019, our Say on Pay proposal received a lower than usual level of support, as a result of which we engaged in extensive stockholder outreach to better understand the views of our stockholders. We believe those engagement efforts, as well as the steps we have taken to address our stockholders’ questions and concerns, and improvements we have made to our disclosures regarding our executive compensation program, led directly to the significant increase in support our Say on Pay proposal received in 2020, when stockholders approved the proposal by a vote of 94.2% of votes cast.

Figure 28. Historical Say on Pay Votes (1)

(1)

Percentages represented are as a percentage of votes cast. Abstentions are treated as votes cast and have the effect of “Against” votes with respect to the Say on Pay proposal.

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Figure 29 below summarizes what we heard from our stockholder outreach in 2020 with respect to executive compensation, our perspective on those views, and how we have responded.

 

Lam Research Corporation 2021 Proxy Statement 27

 

Figure 29. 2020 Executive Compensation Stockholder Outreach

Other than the changes noted above, our compensation and human resources committee determined to maintain our executive compensation program and practices in their current form for calendar year 2021, in light of our stockholders’ continuing support.

II.

EXECUTIVE COMPENSATION GOVERNANCE AND PROCEDURES

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Role of the Compensation and Human Resources Committee

Our Board has delegated certain responsibilities to the compensation and human resources committee, or for purposes of this CD&A, the “committee,” through a formal charter. The committee1 oversees the compensation programs in which our CEO and his direct reports who are executive or senior vice presidents participate. The independent members of our Board approve the compensation packages and payouts for our CEO. Our 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;

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•

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

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•

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

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•

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

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•

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

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•

annually reviewing with our 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;

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•

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;

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•

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;

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•

reviewing the results of “Say on Pay” votes and considering whether any adjustments to the Company’s executive compensation program are appropriate; and

​

•

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

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1

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

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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 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”), 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 non-employee directors, peer group composition, and other matters as requested by the committee.

Representatives of Compensia regularly attend committee meetings (including executive sessions without management present), communicate with the committee chair outside of meetings, and assist the committee with its consideration of performance metrics and goals. Compensia reports to the committee, not to management. At the committee’s request, Compensia meets with members of management to gather and discuss information that is relevant to advising the committee. The committee may replace Compensia or hire additional advisors at any time. Compensia has not provided any other services to the committee or to our management, and has received no compensation from us other than with respect to the services described above. The committee assessed the independence of Compensia pursuant to SEC rules and Nasdaq listing standards, including the following factors: (1) the absence of other services provided by it to the Company; (2) the fees paid to it by the Company as a percentage of its total revenue; (3) its policies and procedures to prevent conflicts of interest; (4) the absence of any business or personal relationships with committee members; (5) the fact that it does not own any Lam common stock; and (6) the absence of any business or personal relationships with our executive officers. The committee assessed this information and concluded that the work of Compensia had not raised any conflict of interest.

Role of Management

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

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

Our CEO 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 (the “Peer 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 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 Peer Group companies compare to the Company:

Figure 30. Peer Group Revenue and Market Capitalization

 

Lam Research Corporation 2021 Proxy Statement 29

 

Based on these criteria, the Peer Group and targets may be modified from time to time. Our Peer Group was reviewed in August 2020 for calendar year 2021 compensation decisions and, based on the criteria identified above, one company was added to the Peer Group (NXP Semiconductors N.V.) and two companies were removed (ON Semiconductor Corporation and Juniper Networks, Inc.). These changes were made to ensure that our Peer Group continues to fit within our Peer Group criteria outlined above. Our Peer Group consists of the companies listed as follows:

Figure 31. Peer Group Companies for Calendar Year 2021

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

Base pay levels for each executive officer are generally set with reference to market-competitive levels and in reflection of each officer’s skills, experiences, and performance. Variable pay target award opportunities and total direct compensation for each executive officer are generally designed to deliver market-competitive compensation for the achievement of stretch goals, with downside risk for underperforming and upside reward for overperforming. For those executive officers who are new to their roles, compensation arrangements may be designed to deliver below-market compensation for a period of time. However, the committee does not “target” pay at any specific percentile. Rather, individual pay positioning depends on a variety of factors, such as prior job performance, job scope and responsibilities, skill set, prior experience, time in position, internal comparisons of pay levels for similar skill levels or positions, our goals to attract and retain executive talent, Company performance, and general market conditions.

Assessment of Compensation Risk

Management, with the assistance of Compensia, the committee’s independent compensation consultant, conducted a compensation risk assessment in 2021 and concluded that the Company’s current employee compensation programs are not reasonably likely to have a material adverse effect on the Company’s business.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Prior to 2018, and where applicable for grandfathered awards, section 162(m) of the Internal Revenue Code of 1986 (the “Code”) imposed limitations on the deductibility for federal income tax purposes of compensation in excess of $1 million paid to our CEO and any of our three other most highly compensated executive officers (other than our CFO) 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” 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, and we have not agreed and are not otherwise obligated to provide any individual with such a “gross-up” or other reimbursement as a result of the application of sections 280G and 4999.

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.

 

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

Accounting for Stock-Based Compensation

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

III. PRIMARY COMPONENTS OF NEO COMPENSATION; CY2020 COMPENSATION PAYOUTS; CY2021 COMPENSATION TARGETS AND METRICS

This section describes the components of our executive compensation program. It also describes, for each component, the payouts to our NEOs for calendar year 2020 and the forward-looking actions taken with respect to our NEOs in calendar year 2021.

Base Salary

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

For calendar years 2021 and 2020, base salaries for NEOs were determined by the committee in February of each year, and became effective on March 1 or the first day of the pay period that included March 1 (if earlier), based on the factors described above. The following base salary adjustments for 2021 were made to remain competitive relative to our Peer Group and reflect performance as follows: the base salaries of Mr. Bettinger, Dr. Gottscho and Dr. Lord were increased by 3%, and Dr. Vahedi’s base salary was increased by 4.5%. The independent members of the Board determined to leave Mr. Archer’s base salary for calendar year 2021 unchanged at the same level as in calendar year 2020.The base salaries of the NEOs for calendar years 2021 and 2020 are shown below.

Figure 32. NEO Annual Base Salaries

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(1)

Effective February 22, 2021

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(2)

Effective February 24, 2020

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Annual Incentive Program

Annual Incentive Program Components

The components of our annual incentive program, each of which plays a role in determining actual payments made, are described in Figure 33 below.

 

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Figure 33. Annual Incentive Program Components

For making payout decisions, the committee primarily tracks the results of the Corporate Performance Factor and Individual Performance Factors, which are typically weighted equally.

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

The metrics and goals for the Corporate and Individual Performance Factors are set annually in connection with our annual business planning cycle, and are directly connected to our annual business plans and goals. Goals are set depending on the business environment and the Company’s annual objectives and strategies, encompassed in the Annual Operating Plans for the Company and the organizations managed by each of the NEOs, to ensure that they remain stretch goals regardless of changes in the business environment, which can vary significantly from year-to-year in our industry. Accordingly, as business conditions improve, goals are calibrated to require better performance, and if business conditions deteriorate, goals are calibrated to incentivize stretch performance under more difficult conditions. The interplay between our corporate planning cycle and our compensation planning and evaluation cycle is summarized in Figure 34 below.

 

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Figure 34. Annual Planning and Compensation Decision Cycle

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

We believe the metrics and goals set under this program, together with the exercise of discretion by the committee as described above, have been effective to motivate our NEOs and the organizations they lead, and to achieve pay-for-performance results.

Figure 35. Annual Incentive Program Payouts for Calendar Years 2018-2020

Calendar Year 2020 Annual Incentive Program Parameters and Payout Decisions

In February 2020, the committee established the metrics and goals for the Funding Factor and the Corporate Performance Factor, set the calendar year 2020 target award opportunities, and established the metrics and goals for the Individual Performance Factors for each then-employed NEO. In February 2021, the committee considered the actual results under these factors and made payout decisions for the calendar year 2020 program.

2020 Annual Incentive Program Funding Factor and Corporate Performance Factor. In February 2020, the committee set non-GAAP operating income2 as a percentage of revenue (“non-GAAP operating margin”) as the metric for the Funding Factor and Corporate Performance Factor for calendar year 2020. The committee selected non-GAAP operating margin as the performance metric because it believes that it is the performance metric that best reflects core operating results. Non-GAAP operating margin is considered useful to investors for analyzing business trends and comparing performance to prior periods. By excluding certain costs and expenses that are not indicative of core results, non-GAAP results are more useful for analyzing business trends over multiple periods.

2

Non-GAAP operating income is derived from results determined in accordance with generally accepted accounting principles (“GAAP”), with charges and credits in the following line items excluded from GAAP results for applicable quarters during fiscal years 2021 and 2020: amortization related to intangible assets acquired through certain business combinations; and gains and losses on elective deferred compensation-related liability.

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Lam Research Corporation 2021 Proxy Statement 33

 

For the Funding Factor, the committee set the following parameters for calendar year 2020:

•

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

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•

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

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•