Rani Borkar
APPLIED MATERIALS INC /DEAbout Rani Borkar
Rani Borkar, age 63, is an independent director of Applied Materials (AMAT) since 2020. She is Corporate Vice President, Azure Hardware Systems and Infrastructure, at Microsoft and brings 30+ years of semiconductor and systems leadership from Microsoft, IBM, and Intel, with board-level industry engagement at the Global Semiconductor Alliance . She serves on AMAT’s Human Resources & Compensation Committee (HRCC) and the Strategy & Investment Committee, and the Board affirms her independence under Nasdaq/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Corporate Vice President, Azure Hardware Systems & Infrastructure | June 2019–present | Leads silicon, platforms, and systems strategy/architecture powering Azure; oversees global capacity deployment |
| Microsoft | Corporate Vice President, Microsoft Cloud Capacity, Supply Chain & Provisioning | 2017–June 2019 | Led cloud capacity and supply chain/provisioning for Microsoft Cloud |
| IBM | Vice President, OpenPOWER Development | 2016–2017 | Leadership in open ecosystem silicon platform (OpenPOWER) |
| Intel | Corporate VP & GM, Product Development Group (and prior roles over 27 years) | 27 years (dates not specified) | Led silicon product development strategy; ran large global engineering org |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Global Semiconductor Alliance | Board Member | Current | Industry organization focused on sustainable semiconductor ecosystem |
| Public company boards | — | — | No other current or recent (last five years) public company directorships |
Board Governance
- Committee assignments: HRCC member; Strategy & Investment Committee member . HRCC held 5 meetings in FY2024; Board met 4 times in FY2024 .
- Independence and attendance: Board determined all nominees (except CEO) were independent; each director attended over 75% of Board/committee meetings; all directors except Xun (Eric) Chen attended the 2024 Annual Meeting (implies Borkar attended) .
- Ownership alignment: Non-employee directors must own ≥5x annual base retainer; as of Dec 31, 2024, all directors were in compliance .
- Shareholder friendliness: Majority voting, proxy access, right to call special meetings (threshold lowered to 10% in FY2024), executive sessions, independent chair, director/executive stock ownership guidelines, and clawback policy .
- Compensation oversight: HRCC (of which Borkar is a member) oversees executive and director pay, succession planning, and human capital programs .
- Say-on-Pay signal: 91% support in 2024, indicating broad investor alignment with compensation framework .
Fixed Compensation
| Item (FY2024 unless noted) | Detail |
|---|---|
| Cash fees (Borkar) | $118,750 |
| Equity grant fair value (Borkar) | $238,121 (1,128 RSUs granted Mar 7, 2024) |
| Total (Borkar) | $356,871 |
| Annual director equity (program) | $240,000 fair value in RSUs at each annual meeting; 1,128 RSUs granted to each director at 2024 Annual Meeting |
| RSU vesting (program) | Vest in full on earlier of next annual meeting or March 1 following grant; accelerate on disability/death; change of control acceleration if director ceases to be non-employee director |
| Base retainer | Increased from $85,000 to $100,000 effective Q2 FY2024 |
| Committee fees (members) | Audit $25,000; HRCC $12,500; Governance $10,000; Strategy & Investment $10,000 |
| Chair fees | Board Chair $150,000; Audit Chair $25,000; HRCC Chair $20,000; Governance Chair $15,000; Strategy & Investment Chair $12,500 |
| Equity award limit | ≤$400,000 fair value per non-employee director per fiscal year |
Performance Compensation
| Component | Plan design | Metrics/Notes |
|---|---|---|
| Director equity | Time-vested RSUs | No performance metrics; time-based vesting per director program |
| Change-in-control | Acceleration terms | Acceleration if director ceases to be non-employee director on change of control (and not appointed to successor board) |
Directors do not receive performance share units or performance-conditioned equity; those are used for executives and are overseen by the HRCC -.
Other Directorships & Interlocks
| Company | Role | Committee roles | Potential interlock/conflict |
|---|---|---|---|
| None | — | — | AMAT discloses no other current/last-5-year public company directorships for Borkar |
- Related-party governance: The Audit Committee reviews/approves related-person transactions (> $120,000) and has standing pre-approvals for limited cases (e.g., where a related person is merely an employee/director at another company and amounts do not exceed the greater of $1 million or 2% of that company’s revenue) .
- Independence confirmation: Board affirmed independence of all non-employee directors, including Borkar .
Expertise & Qualifications
- Industry and technology leadership across silicon and cloud infrastructure (Microsoft Azure; IBM OpenPOWER; Intel product development) .
- Strategy and innovation; executive leadership; growth and emerging technologies; global business operations; service/operations experience .
Equity Ownership
| Holder | Total beneficial ownership | Components and notes | Ownership as % of outstanding |
|---|---|---|---|
| Rani Borkar | 7,616 shares | 6,488 shares in a family trust (shared voting/investment); 1,128 RSUs scheduled to vest within 60 days of Dec 31, 2024 | <1% |
| Ownership guidelines | ≥5x annual base retainer for directors | All directors and executive officers were in compliance as of Dec 31, 2024 | — |
| Hedging/pledging | Prohibited for directors (no hedging; no pledging/margin) | Insider trading policy prohibits hedging and pledging by directors and Section 16 officers | — |
Governance Assessment
- Strengths
- Relevant semiconductor and systems expertise, with direct operational leadership of large-scale silicon/platforms for Azure; adds valuable perspective to Strategy & Investment and HRCC deliberations .
- Independence affirmed; attendance threshold met; Board maintains robust governance architecture (independent chair, executive sessions, majority voting, proxy access, clawback policy) enhancing investor confidence .
- Director pay mix balanced toward equity with strict ownership guidelines; company-wide prohibition on hedging/pledging and strong related-party oversight reduce alignment/conflict risks .
- High Say-on-Pay support (91%) and active shareholder engagement indicate constructive investor relations and compensation governance .
- Watch items
- Executive role at Microsoft could raise perceived conflict risk should AMAT enter material transactions involving Microsoft; however, independence is re-affirmed annually and any such transactions would be governed by the Audit Committee’s related-person policy, including quantitative pre-approval thresholds and review for arm’s-length terms .
- No red flags noted on attendance, pledging, related-party transactions, or compensation anomalies in the proxy disclosures reviewed .