Kevin March
APPLIED MATERIALS INC /DEAbout Kevin P. March
Independent director at Applied Materials, Inc. (AMAT). Age 67; joined the AMAT Board in 2022 after a 33‑year career at Texas Instruments (TI), where he served as Senior Vice President and Chief Financial Officer from 2003–2017 and Controller in 2002 . He is designated an Audit Committee financial expert and is considered independent under Nasdaq and SEC rules; AMAT’s Board has nine of ten nominees as independent . In fiscal 2024, each director attended over 75% of Board and applicable committee meetings; the full Board met four times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Instruments Incorporated | Senior Vice President, Chief Financial Officer | 2003–2017 | Led finance org; capital strategy; oversight of IT, procurement, logistics, facilities, operations planning; risk oversight; helped form TI’s global Analog Semiconductor segment |
| Texas Instruments Incorporated | Controller | 2002 | Corporate controller responsibilities |
| Texas Instruments Incorporated | Various roles in finance, operations, business management | 1984–2002 | Broad finance/ops leadership across corporate and business units |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships; none in past five years |
Board Governance
- Independence: Independent director; Board affirmed independence of all non‑employee directors .
- Committees: Audit Committee member; Corporate Governance & Nominating Committee member; Audit Committee financial expert .
- Attendance & Engagement: Each director attended >75% of Board and applicable committee meetings; Board met 4x in FY2024. Audit Committee met 23x; Governance Committee met 3x; HRCC met 5x. Directors encouraged to attend annual meeting (all directors but one attended in 2024) .
- Oversight focus: Audit Committee oversees financial reporting, internal controls, independent auditor, ERM, cybersecurity, trade/legal/regulatory compliance, and related‑person transactions approval policy .
- Shareholder rights and engagement: Majority voting, proxy access, special meeting right (10%), written consent (20%), robust outreach; Say‑on‑Pay support 91% in 2024 .
Fixed Compensation
Program terms for non‑employee directors (effective change Q2 FY2024):
- Annual base retainer increased from $85,000 to $100,000; committee membership and chair retainers unchanged (except Governance Chair from $12,500 to $15,000); Board Chair $150,000 .
| Component ($) | FY2023 | FY2024 |
|---|---|---|
| Annual base retainer | $85,000 | $100,000 (from Q2 FY2024) |
| Committee membership (Audit) | $25,000 | $25,000 |
| Committee membership (Governance) | $10,000 | $10,000 |
| Committee chair (if applicable) | n/a | n/a (March not a chair) |
Director compensation received:
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $110,000 | $127,679 |
| Stock awards (grant-date fair value, $) | $237,452 | $238,121 |
| All other compensation ($) | $5,000 | $5,000 |
| Total ($) | $352,452 | $370,800 |
Performance Compensation
- Equity structure: Non‑employee directors receive time‑based RSUs equal to ~$240,000 fair value at grant; annual grants vest in full by the earlier of March 1 following grant or next annual meeting; directors may elect deferral to termination; annual limit $400,000 .
- Recent grants:
- March 7, 2024: 1,128 RSUs to each re‑elected director (including March) .
- Policy confirms $240,000 value and vesting schedule as above .
- Note: Director equity is not performance‑conditioned; no revenue/EPS/TSR metrics apply to director awards .
| Award Detail | FY2023 | FY2024 |
|---|---|---|
| Annual RSU grant (shares) | 2,050 RSUs granted at 2023 annual meeting | 1,128 RSUs granted on Mar 7, 2024 |
| Fair value policy | $240,000 rounded to whole shares | $240,000 rounded to whole shares |
| Vesting | Full vest by Mar 1 or next annual meeting | Full vest by Mar 1 or next annual meeting |
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Current public boards | None |
| Prior 5‑year public boards | None |
| Potential interlocks | Former TI CFO; AMAT Audit Committee pre‑approves related‑person transactions and limits; no related‑party transactions involving March disclosed . |
Expertise & Qualifications
- Financial and accounting expertise; risk management; executive leadership; semiconductor industry experience (TI CFO; controller; broad finance/ops) .
- Audit Committee financial expert designation .
Equity Ownership
- Beneficial ownership as of Dec 31, 2024: 4,356 shares (includes 3,228 shares held in a family trust and 1,128 RSUs scheduled to vest within 60 days); less than 1% of shares outstanding .
- Beneficial ownership as of Dec 31, 2023: 1,178 shares (family trust); less than 1% .
- Ownership guidelines: Directors must hold ≥5x annual base retainer; all directors and executive officers were in compliance as of Dec 31, 2024. Hedging and pledging prohibited for directors and Section 16 officers .
| Metric | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Shares beneficially owned (number) | 1,178 (family trust) | 4,356 (3,228 trust + 1,128 RSUs vesting within 60 days) |
| % of outstanding | <1% | <1% |
| Ownership guideline compliance | Board-wide compliance | Board-wide compliance |
Insider Trades (Form 4)
| Date filed | Transaction date | Description | Shares | Source |
|---|---|---|---|---|
| Mar 13, 2023 | Mar 9, 2023 | Automatic annual grant of RSUs to non‑employee director | Not specified in summary (annual policy: $240,000) | |
| Mar 10, 2025 | Mar 6, 2025 | Statement of changes in beneficial ownership (annual director grant) | 1,583 RSUs reported by third‑party aggregator for Mar 5–6, 2025 grants |
Note: AMAT’s director equity grants are disclosed in proxy and reflected in Form 4 filings; annual grant sizes vary with stock price to target ~$240,000 fair value .
Governance Assessment
- Strengths:
- Deep financial expertise and ERM experience; Audit Committee financial expert enhances oversight of reporting, controls, and cybersecurity .
- Independence with no external public boards or recent interlocks; reduces conflict risk .
- Strong attendance; heavy Audit Committee cadence (23 meetings FY2024) indicates active engagement .
- Ownership alignment: compliant with stock ownership guidelines; hedging/pledging prohibited .
- Compensation signals:
- Modest YoY increase in cash due to base retainer raise; equity grant stable around $240k; structure balanced and market‑based .
- Director awards time‑based (no performance softening risk); executive pay program rigor (for NEOs) evidenced by robust scorecard and high Say‑on‑Pay support (91% in 2024) .
- Conflicts/Red flags:
- No related‑party transactions disclosed involving March; Audit Committee pre‑approval policy mitigates risk .
- No share pledging or hedging permitted for directors; clawback and recovery policies in place for incentive comp (primarily executive) .
- No tax gross‑ups for directors; no excessive perquisites .
Implication: Kevin March’s finance and risk credentials strengthen AMAT’s audit and governance oversight, with low conflict exposure and aligned incentives through equity holdings and Board policies. Continuous engagement and high committee activity support investor confidence in Board effectiveness .