Long-tenured independent director serving as Board Chairman with deep technology CFO experience; no overboarding concerns (one other public board seat); KLAC's 3-year TSR of +414.5% outpaces the peer group median of +304.6% by approximately 110 percentage points, well above the 65-point threshold needed to trigger a concern, so no TSR flag applies.

New director nominee with no prior board tenure at KLA; as a first-time nominee he is exempt from the TSR trigger, and his background as CFO of Roper Technologies brings strong financial expertise relevant to the Audit Committee.

New director nominee with no prior board tenure at KLA; exempt from TSR trigger as a new nominee, and her engineering and global industrial operations background at Cummins and Otis Americas is relevant to KLA's complex manufacturing business.

Independent director since 2019 with relevant operational and engineering leadership experience; KLAC's strong 3-year TSR outperformance versus peers means no TSR flag applies, and she holds only one other public board seat.

Long-tenured independent director since 2007 and Audit Committee Chair with broad technology leadership experience; holds two other public board seats (Digital Realty Trust and UL Solutions), which is within the allowable limit; KLAC's exceptional peer-relative TSR performance means no TSR trigger fires.

Independent director since 2023 with extensive CEO experience at Agilent Technologies; joined within approximately two years ago and KLAC's TSR substantially outperforms peers in any case, so no TSR concern applies.

Independent director since 2019 with deep semiconductor industry expertise from AMD and Xilinx; KLAC's 3-year TSR outperforms the peer group median by approximately 110 percentage points, far exceeding the threshold needed to flag underperformance.

Joined the board in April 2025, well within the 24-month new-director exemption window; brings strong CFO and financial expertise from Intuitive Surgical and qualifies as an audit committee financial expert.

Joined the board in May 2025, well within the 24-month new-director exemption window; former Chief Accounting Officer at Meta Platforms with deep accounting and financial reporting experience, qualifying as an audit committee financial expert.

CEO and director since 2006; as an executive director he is subject to the same TSR trigger as independent directors, but KLAC's 3-year TSR of +414.5% outperforms the peer group median of +304.6% by approximately 110 percentage points — well above the 65-point threshold for strong positive TSR — so no TSR flag applies; holds one outside public board seat (Marvell Technology), within the two-seat limit for sitting CEOs.