Alexander Karsner
APPLIED MATERIALS INC /DEAbout Alexander A. Karsner
Independent director of Applied Materials since 2008 (16-year tenure), age 57, serving on the Human Resources & Compensation Committee (HRCC) and the Corporate Governance & Nominating Committee . Karsner is Senior Strategist at X (Alphabet’s “Moonshot Factory”) and Executive Chairman of Manifest Energy (founded 2009), with prior roles including Managing Partner at Emerson Collective (2016–2019) and U.S. Assistant Secretary for Energy Efficiency & Renewable Energy (2006–2008), bringing deep expertise in sustainability, government policy, and technology commercialization that the Board cites as valuable for oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Energy | Assistant Secretary for Energy Efficiency & Renewable Energy | 2006–2008 | Implemented Energy Policy Act, Energy Independence and Security Act, and America Competes Act; UNFCCC principal rep; Track II U.S.-China and U.S.-India climate dialogues |
| Emerson Collective | Managing Partner | 2016–2019 | Led VC/PE investments and philanthropic initiatives in education, immigration, health, environment |
| Manifest Energy Inc. | Executive Chairman; Founder | Since 2009 | Energy tech development/investment; strategy and sustainability experience |
| Enercorp. | Founder & Managing Director | — | International development/financing of energy infrastructure projects |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Exxon Mobil Corporation | Director | Current | Public company directorship |
| Conservation International | Board Member | Current | Non-profit governance |
| Energy Futures Initiative | Advisory Board Member | Current | Energy policy advisory |
| MIT Energy Initiative | Advisory Board Member | Current | Energy innovation advisory |
| MIT Media Lab | Advisory Board Member | Current | Technology innovation advisory |
| Precourt Institute for Energy, Stanford University | Advisory Board Member | Current | Energy research advisory |
| Polsky Center for Entrepreneurship, University of Chicago | Advisory Board Member | Current | Entrepreneurship advisory |
| Broadscale Acquisition Corp. | Director (former) | Former (within last 5 years) | Prior public company directorship |
Board Governance
- Independence: Independent director; Board is highly independent (9 of 10 nominees), with independent committee chairs .
- Committee assignments: HRCC (5 meetings in FY2024) and Corporate Governance & Nominating (3 meetings in FY2024) .
- Attendance: Each director attended over 75% of all Board and applicable committee meetings in FY2024; all directors except Eric Chen attended the 2024 Annual Meeting (implies Karsner attended) .
- Shareholder rights and governance: Majority voting for directors, proxy access, right to call special meetings (threshold lowered to 10% in FY2024), written consent, regular executive sessions, director stock ownership guidelines, and clawback policy .
Fixed Compensation
| Component | Amount/Policy | Effective Period | Notes |
|---|---|---|---|
| Annual Base Retainer (cash) | $85,000 | Through Q1 FY2024 | Increased by HRCC in March 2024 based on market data |
| Annual Base Retainer (cash) | $100,000 | As of Q2 FY2024 | Paid quarterly, prorated |
| Committee Membership – HRCC | $12,500 | FY2024 | Paid quarterly, prorated |
| Committee Membership – Governance | $10,000 | FY2024 | Paid quarterly, prorated |
| Chair/Meeting fees | As applicable (e.g., ad-hoc committee $2,000/meeting) | FY2024 | At Board Chair’s discretion for ad-hoc committees |
| Director Compensation – Fiscal 2024 | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Alexander A. Karsner | 118,750 | 238,121 | — | 356,871 |
| Director Compensation – Fiscal 2023 | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Alexander A. Karsner | 107,500 | 237,452 | — | 344,952 |
Performance Compensation
| Equity Vehicle | Grant Detail | Vesting | Performance Conditions |
|---|---|---|---|
| RSUs (annual grant) | 1,128 RSUs granted to each non-employee director on Mar 7, 2024 (target value $240,000; reported fair value $238,121 for Karsner) | Vest in full on earlier of Mar 1 following grant or next annual meeting; accelerated on death/disability or upon change-of-control if director ceases to be a non-employee director; deferral election available | None (time-based RSUs; no performance metrics) |
Other Directorships & Interlocks
- Current public board: Exxon Mobil Corporation (information flow and workload considerations monitored via Governance Committee oversight of outside board service and conflicts) .
- Related-person transactions: Audit Committee reviews and must approve/ratify related-person transactions >$120,000; standing pre-approvals apply for limited cases (e.g., where a director is only an employee/director of the counterparty and amounts below the greater of $1 million or 2% of that company’s revenue). We did not see Karsner-specific transactions disclosed in the sections reviewed .
Expertise & Qualifications
- Government policy and sustainability leadership: Former U.S. Assistant Secretary (EERE) and advisor/board roles across leading energy institutions; brings regulatory and sustainability oversight insights .
- Technology and innovation: Senior Strategist at X (Alphabet), portfolio experience in AI, mobility, solar, biotech, aerospace, and 3-D printing; supports Strategy/HRCC oversight of emerging technology and talent .
- Global executive leadership and corporate strategy across public and private sectors .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 14,525 shares as of Dec 31, 2024; includes 1,128 RSUs scheduled to vest within 60 days; less than 1% of outstanding |
| Ownership guidelines | Directors must hold stock equal to at least 5x annual base retainer; all directors and executive officers in compliance as of Dec 31, 2024 |
| Hedging/pledging | Company policy prohibits directors/NEOs from hedging or pledging shares |
Governance Assessment
-
Positives
- Independent, long-serving director with deep sustainability and policy expertise that is directly relevant to Governance Committee oversight of ESG and public policy, and HRCC oversight of human capital and culture .
- Solid engagement/attendance: directors (including Karsner) attended >75% of Board/committee meetings; board-level shareholder engagement and responsiveness (e.g., reduced special meeting threshold) bolster investor confidence .
- Alignment mechanisms: time-vested RSUs; director ownership guidelines (5x retainer) with reported compliance; prohibitions on hedging/pledging reduce misalignment risk .
- Say-on-pay support remains strong (91% in 2024), reflecting a generally supportive governance/compensation environment .
-
Watch items
- Tenure is long (16 years), which can raise refreshment/independence optics—though AMAT emphasizes regular evaluations and ongoing refreshment .
- External commitments (Exxon Mobil directorship; Senior Strategist at X/Alphabet) increase workload and potential perceived interlocks; however, Governance Committee reviews outside board service and conflicts, and the Audit Committee oversees related-person transactions under formal policies with thresholds and independence checks .
-
Conflicts/related-party exposure
- We did not identify Karsner-specific related-person transactions in the proxy sections reviewed; related transactions are governed by Audit Committee policy with defined approval criteria and limited pre-approved scenarios .