LAM RESEARCH CORP (LRCX)
Sector: Information Technology
2025 Annual Meeting Analysis
LAM RESEARCH CORP · Meeting: November 4, 2025
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 11 directors to serve until the next annual meeting of stockholders
Ahmed has served since 2019 with relevant semiconductor industry expertise; LRCX's 3-year return of +479.5% outperforms the peer group median by +228.9 percentage points, well above the 65pp threshold to trigger a performance concern, and he attended 100% of meetings.
Archer is the CEO and executive director; LRCX's 3-year return dramatically outperforms peers so no TSR trigger fires, and his compensation is evaluated separately under the Say on Pay proposal.
Brandt has served since 2010 with extensive finance expertise as audit committee chair; strong TSR outperformance clears the policy threshold with no other flags, and he attended 100% of meetings.
Brennan joined in 2024 and is within the 24-month new-director exemption period, so the TSR trigger does not apply; she brings relevant CFO-level financial expertise and attended 100% of meetings.
Cannon has served since 2011 with deep semiconductor and manufacturing experience; LRCX's peer-relative TSR outperformance is far above the 65pp threshold required to trigger a concern, and he attended 100% of meetings.
Dineen joined in 2023 and has relevant technology and leadership experience; no TSR trigger fires given LRCX's exceptional outperformance, and he attended 100% of meetings.
Fields joined in 2024 and is within the 24-month new-director exemption period; he brings global operational leadership experience and attended 100% of meetings.
Kang joined in 2023 with relevant semiconductor industry expertise as innovation and technology committee chair; no TSR trigger applies given LRCX's strong outperformance, and he attended 100% of meetings.
Mayer has served since 2019 with technology and cybersecurity expertise; LRCX's TSR dramatically outperforms peers, no overboarding concern exists at three public boards, and she attended 100% of meetings.
Mehra has served since 2021 with human capital and compensation expertise as compensation committee chair; no TSR, attendance, or overboarding flags apply.
Talwalkar is the independent board chair with strong technology industry credentials and has served since 2011; he sits on three other public boards (AMD, iRhythm, TE Connectivity) plus LRCX for a total of four, which is at but not above the policy limit of four, and LRCX's TSR outperformance is exceptional.
All 11 director nominees receive a FOR vote. LRCX's 3-year price return of +479.5% outperforms the disclosed compensation peer group median by +228.9 percentage points, far exceeding the 65-percentage-point threshold that would be required to trigger a performance concern. No directors are overboarded beyond policy limits, all attended at least 75% of meetings, no independence concerns exist for committee assignments, and no familial relationships to senior management were identified.
Say on Pay
✓ FORCEO
Timothy M. Archer
Total Comp
$30,135,041
Prior Support
>90%%
CEO Timothy Archer's total reported compensation of approximately $30.1 million is within a reasonable range for a CEO at a large-cap semiconductor equipment company of LRCX's scale and market position, and prior Say on Pay support has consistently exceeded 90%, reflecting strong shareholder endorsement of the program. The pay structure is heavily weighted toward variable and performance-based compensation — over 90% of the annual incentive program is tied to financial and operational metrics, and the long-term incentive program uses performance stock awards with relative total shareholder return conditions over a three-year period, satisfying the policy's requirement for meaningful performance conditions. LRCX's 3-year TSR of +479.5% dramatically outperforms the peer group median of +250.6%, confirming strong pay-for-performance alignment with above-benchmark incentive outcomes fully justified by shareholder experience, and the company has a clawback policy in place.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm and fully appropriate for a company of LRCX's size and complexity. The proxy filing text provided does not include the auditor fee table (the fees billed section references EY for the prior year, indicating a recent auditor change from EY to KPMG), and KPMG's tenure as incoming auditor is clearly new, so no long-tenure concern applies. Per policy, where tenure cannot be confirmed the tenure trigger does not fire, and without fee data the non-audit fee ratio trigger cannot fire; the default vote is FOR absent confirmed disqualifying data.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 6
Stockholder Proposal – Realistic Shareholder Ability to Call for a Special Shareholder Meeting
John Chevedden is a well-known individual governance activist with a strong track record of shareholder-rights proposals, and this type of ask — lowering the ownership threshold to call a special meeting and removing a one-year holding period — is a mainstream governance improvement that reduces barriers to shareholder action. The company's partial response (adopting a 20% threshold with a one-year holding period after receiving this proposal) is a meaningful step but does not fully address the concern: a 20% threshold is high enough that in practice it would be nearly impossible for ordinary shareholders to meet, and a one-year holding period specifically excludes shareholders who may have the most urgent reason to call a meeting (such as those responding to deteriorating business conditions). Lowering the threshold to 10% and removing the holding period would bring LRCX more in line with best governance practices and give shareholders a more realistic avenue to hold the board accountable between annual meetings.
Overall Assessment
The 2025 Lam Research annual meeting is a straightforward ballot anchored by exceptional company performance — LRCX's 3-year total shareholder return of +479.5% dramatically outperforms its peer group, supporting FOR votes across all 11 director nominees and the Say on Pay proposal. The most notable contested item is John Chevedden's proposal to lower the special meeting ownership threshold to 10% and eliminate the one-year holding period, which warrants a FOR vote because the company's partial remediation (adopting a 20% threshold with a one-year holding requirement) still leaves shareholders with an unrealistically high bar to call a special meeting.
Compensation Peer Group
17 companies disclosed in 2025 proxy filing