Judy Bruner
APPLIED MATERIALS INC /DEAbout Judy Bruner
Judy Bruner is an independent director of Applied Materials (AMAT), serving since 2016; she is the retired Executive Vice President, Administration and Chief Financial Officer of SanDisk Corporation and previously served as CFO of Palm, Inc. . She is 66 years old and brings deep financial, accounting, strategic planning, risk management, and cybersecurity oversight experience to the Board . She currently chairs both the Audit Committee and the Corporate Governance & Nominating Committee, reflecting core credentials in financial reporting, ERM, and governance practices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SanDisk Corporation | EVP, Administration and CFO | 2004–2016 | Led finance; responsible for IT, legal, real estate and facilities; oversaw ERM and cybersecurity |
| Palm, Inc. | SVP and CFO | 1999–2004 | Financial leadership; corporate strategy and diversification into less cyclical areas |
| 3Com Corporation | Financial management positions | Not disclosed | Financial management experience |
| Ridge Computers | Financial management positions | Not disclosed | Financial management experience |
| Hewlett-Packard Company | Financial management positions | Not disclosed | Financial management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qorvo, Inc. | Director | Not disclosed | Public company directorship; brings semiconductor industry perspective |
| Rapid7, Inc. | Director | Not disclosed | Oversees ERM and cybersecurity as board member; security analytics domain expertise |
| Seagate Technology plc | Director | Not disclosed | Storage industry perspective |
| Varian Medical Systems, Inc. | Former Director (within last five years) | Not disclosed | Prior public company board service |
Board Governance
- Independence: The Board has affirmatively determined Judy Bruner is independent under Nasdaq and SEC rules; 9 of 10 director nominees are independent .
- Committee assignments: Audit Committee Chair; Corporate Governance & Nominating Committee Chair .
- Meeting cadence: Board met 4 times in FY2024; Audit Committee held 23 meetings; Governance Committee held 3 meetings .
- Attendance: Each director attended over 75% of all Board and applicable committee meetings in FY2024; all directors except Xun (Eric) Chen attended the 2024 Annual Meeting (Bruner attended) .
- ERM and cybersecurity oversight: As Audit Chair, Bruner oversees ERM, financial-related risks, legal/regulatory compliance, and cybersecurity; the ERM Committee reports semi-annually to Audit and annually to the Board .
- Shareholder rights and governance hygiene: Majority voting for directors, proxy access, special meeting right (10%), written consent (20%), independent Board Chair, regular executive sessions of independent directors .
- Stock ownership guidelines: Directors must own at least 5x annual base retainer; as of 12/31/2024 all directors and executive officers complied .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging AMAT shares .
- Related-person transactions: Audit Committee reviews, approves, or ratifies transactions >$120,000 with related persons; standing pre-approvals for limited cases (e.g., small transactions where the only relationship is as employee/director of another company) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer | $85,000 through Q1 FY2024; $100,000 effective Q2 FY2024 | Paid quarterly; HRCC increased base in March 2024 based on independent consultant’s recommendation . |
| Committee membership retainers | Audit: $25,000; Governance: $10,000; Strategy & Investment: $10,000; HRCC: $12,500 | Paid quarterly; applies to non-employee directors . |
| Committee chair retainers | Audit Chair: $25,000; Governance Chair: $12,500 through Q1 FY2024; $15,000 effective Q2 FY2024 | Paid quarterly . |
| Chair of the Board retainer | $150,000 | For independent Board Chair (not applicable to Bruner) . |
| Meeting fees (ad hoc committees) | $2,000 per meeting (as determined by Board Chair) | Reimbursement of travel and reasonable out-of-pocket expenses . |
FY2024 actual compensation (Judy Bruner):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Judy Bruner | 170,625 | 238,121 | 1,000 | 409,746 |
Performance Compensation
| Equity Vehicle | Grant Value/Units | Vesting | Performance Metrics | Change-of-Control/Acceleration | Notes |
|---|---|---|---|---|---|
| Annual RSUs (non-employee directors) | $240,000 grant-date fair value; 1,128 RSUs granted to each director on March 7, 2024 | Vest in full on earlier of March 1 following grant or next annual meeting, subject to continued service | None (time-based) | Accelerated vesting upon disability or death; upon change of control if director ceases to be a non-employee director and does not join successor’s board | Directors may elect to defer settlement until termination of Board service; annual awards limited to $400,000 FMV per fiscal year . |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock Consideration |
|---|---|---|
| Qorvo, Inc. | Semiconductors | Industry adjacency; any transactions subject to related-person policies and Audit Committee review/standing pre-approvals . |
| Rapid7, Inc. | Cybersecurity/Software | Cybersecurity oversight expertise beneficial to AMAT’s risk oversight . |
| Seagate Technology plc | Storage/Hardware | Industry adjacency; any transactions subject to related-person policies and pre-approvals . |
| Varian Medical Systems, Inc. (former) | Medical technology | Prior public company board service (within last five years) . |
Expertise & Qualifications
- Financial, accounting, and strategy: Former CFO at SanDisk and Palm; extensive oversight of financial management, corporate strategy, and diversifying into less cyclical product areas .
- Industry and technology: Deep semiconductor sector experience; understanding of capital intensity, cycles, customers, and engineering requirements relevant to AMAT’s equipment business .
- Risk management and cybersecurity: Responsible for ERM and IT (including cybersecurity) at SanDisk; oversees ERM and cybersecurity as a director at Rapid7 .
- Global operations and leadership: Experience leading global functions (IT, legal, facilities) and multi-functional administrative roles .
Equity Ownership
| Holder | Shares/Units | Details | % Outstanding |
|---|---|---|---|
| Judy Bruner (beneficial ownership) | 32,558 | 31,430 shares held in a family trust with shared voting/investment power; 1,128 RSUs scheduled to vest within 60 days after 12/31/2024 | <1% (“*”) |
| Policy compliance | N/A | All directors and executive officers complied with stock ownership guidelines (≥5x annual base retainer for directors) as of 12/31/2024 | N/A |
| Hedging/Pledging | N/A | Directors prohibited from hedging and pledging AMAT securities | N/A |
Governance Assessment
- Strengths: Dual committee chair roles (Audit and Governance) indicate Board confidence in Bruner’s financial reporting, ERM, and governance expertise; robust committee cadence (Audit 23 meetings, Governance 3); Board independence and governance hygiene (majority independent, proxy access, special meeting and written consent rights) support investor confidence .
- Engagement: Board-level attendance thresholds met; Bruner attended the 2024 Annual Meeting; directors participate in continuing education and facility/customer engagements, supporting oversight quality .
- Alignment: Director equity in RSUs with short vesting tied to service; stock ownership guidelines enforced; hedging/pledging prohibited, reducing misalignment risks; related-person transactions tightly controlled by Audit Committee policy .
- Pay context: FY2024 director base retainer and Governance Chair retainer increased (market alignment via independent consultant); Bruner’s FY2024 total compensation of $409,746 with $238,121 in stock awards reflects balanced cash/equity mix; no meeting fees except ad hoc cases .
- Shareholder signals: Say-on-pay for NEOs received 91% support in 2024, indicating broad investor approval of AMAT’s compensation governance framework (macro-level confidence backdrop) .
- Watch items: Concentration of chair roles can heighten workload; Governance Committee annually reviews outside board service/time commitments during re-nomination to mitigate overboarding risk; no specific related-party transactions flagged in proxy .