Aart de Geus
APPLIED MATERIALS INC /DEAbout Aart J. de Geus
Aart J. de Geus (age 70) is an independent director of Applied Materials, serving since 2007 (17 years of tenure). He is Executive Chair of Synopsys, Inc., and is recognized for deep expertise in electronic design automation, corporate strategy, and global operations; he is a member of the National Academy of Engineering and recipient of multiple industry awards. At AMAT he serves on the Strategy and Investment Committee. Independence affirmed under Nasdaq/SEC standards; the Board is 9/10 independent and led by an independent chair. Each director attended over 75% of board and applicable committee meetings in FY2024, and de Geus attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synopsys, Inc. | Executive Chair; previously CEO/co-CEO (1994–Jan 2024), Chairman (1998–Jan 2024); earlier SVP Engineering/Marketing | 1986–present | Led strategy, risk management, and >100 strategic transactions; scaled global operations across North America, Europe, Israel, India, Japan, Vietnam, South Korea, China; advanced EDA leadership and sustainability initiatives |
| General Electric | Manager, Advanced Computer-Aided Engineering Group | Prior to 1986 | Led advanced engineering; foundational experience in logic synthesis and simulation |
External Roles
| Organization | Role | Committee/Focus |
|---|---|---|
| Synopsys, Inc. | Executive Chair (current public company directorship) | Board leadership and oversight |
| Silicon Valley Leadership Group | Executive Board Member; Past Chairman | Industry advocacy and policy engagement |
| Global Semiconductor Alliance | Board Member | Semiconductor ecosystem collaboration |
| Electronic System Design Alliance | Governing Council Member | EDA industry coordination |
Board Governance
- Committee assignments: Strategy and Investment (member). The Strategy and Investment Committee is chaired by Scott A. McGregor; de Geus is not a committee chair.
- Independence and leadership: Independent director; AMAT’s Board has an independent Chair (Thomas J. Iannotti). The Board regularly holds executive sessions of independent directors.
- Attendance and engagement: Full Board met 4 times in FY2024; each director attended over 75% of all Board and applicable committee meetings. All directors except Xun (Eric) Chen attended the 2024 annual meeting (indicating de Geus attended).
- Governance framework: Majority voting in uncontested elections, proxy access, rights to call special meetings and act by written consent; clawback policy; stock ownership guidelines; no poison pill or supermajority provisions.
Fixed Compensation (Director)
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 106,250 | Annual base retainer increased from $85,000 (through Q1 FY2024) to $100,000 (effective Q2 FY2024); additional committee membership retainers (Strategy & Investment $10,000). Amount reflects proration and roles held. |
| Stock Awards (RSUs) | 238,121 | 1,128 RSUs granted on March 7, 2024; grant date fair value per ASC 718. |
| All Other Compensation | — | Matching contributions only if used; none shown for de Geus in FY2024. |
| Total | 344,371 | Sum of cash and equity grant-date value. |
Compensation program details for non-employee directors:
- Annual cash retainers (base and committee) and chair fees; base retainer increased to $100,000 effective Q2 FY2024; Strategy & Investment committee membership retainer $10,000; S&I Chair fee $12,500.
- Equity: Initial and annual RSU grants targeted at $240,000 grant-date value (rounded to whole shares); directors re-elected in 2024 received 1,128 RSUs.
- Vesting: RSUs vest in full on the earlier of March 1 following grant or next annual meeting; accelerated upon disability/death or change of control if the director ceases to be a non-employee director. Directors may elect to defer settlement until Board service ends.
- Annual equity award cap: $400,000 grant-date value per fiscal year under the plan.
Performance Compensation (Director)
| Feature | Status | Details |
|---|---|---|
| Performance-based equity (PSUs) | Not used for directors | Director equity is RSU-based; no PSU or options disclosed for non-employee directors. |
| Bonus metrics | Not applicable | Directors do not receive annual performance bonuses; cash compensation is retainer-based. |
| Clawback applicability | Company policy exists | Clawback policy covers annual and long-term incentive plans; primarily relevant to executives. |
| Change-of-control | Single event with role condition | RSU vesting accelerates if change of control occurs and director ceases to be a non-employee director (and does not join successor’s board). |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock / Conflict Consideration |
|---|---|---|
| Synopsys, Inc. | Executive Chair; public company directorship | Synopsys is an EDA/IP provider to semiconductor designers. AMAT serves equipment manufacturers; no direct commercial relationship disclosed in reviewed sections. Audit Committee oversees related-person transactions; Governance Committee reviews conflicts. |
Expertise & Qualifications
- Industry and technology: Leading EDA expert; expanded Synopsys from startup to global leader; deep knowledge of logic synthesis and simulation.
- Executive leadership and strategy: Decades of CEO/chair experience; extensive M&A execution; global scaling of operations.
- Risk management and policy: Experience with CHIPS Act and export controls; sustainability leadership within regulatory contexts.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 109,459 | Includes 1,128 RSUs scheduled to vest within 60 days after Dec 31, 2024. |
| Shares outstanding (reference) | 811,197,923 | As of Dec 31, 2024. |
| Ownership as % of outstanding | ~0.0135% | 109,459 / 811,197,923; less than 1% per registrant’s disclosure. |
| Vested vs. unvested | RSUs scheduled to vest: 1,128 | No director options disclosed; RSU settlement may be deferred by election (not indicated for de Geus). |
| Pledging / hedging | Prohibited | Insider trading policy prohibits hedging and pledging for directors and NEOs. |
| Ownership guidelines | 5× annual base retainer | All directors and executives in compliance as of Dec 31, 2024. |
Governance Assessment
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Strengths
- Long-tenured independent director with deep semiconductor and EDA expertise, contributing to Strategy & Investment oversight.
- Strong overall governance framework: independent chair, majority voting, proxy access, clawback, stock ownership guidelines; regular executive sessions.
- Engagement indicators: each director >75% attendance; de Geus attended 2024 annual meeting; robust shareholder outreach; say-on-pay approval 91% in 2024.
- Director pay structure balanced between cash and time-based RSUs with reasonable annual caps; no hedging/pledging; transparent vesting and change-of-control terms.
-
Potential watchpoints
- Interlock: Executive Chair role at Synopsys (industry adjacency); while no related-party transactions were identified in reviewed sections, ongoing monitoring for information flow or strategic conflicts remains prudent; Audit and Governance Committees oversee related-person transactions and conflicts.
- Long tenure (17 years) can raise refreshment concerns; Board discloses active refreshment, evaluations, and typical non-recommendation beyond age 72.
Overall, de Geus adds significant strategic and technology depth to AMAT’s board. Governance structures and policies mitigate alignment risks, with clear oversight of conflicts and strong shareholder rights supporting investor confidence.