Scott McGregor
APPLIED MATERIALS INC /DEAbout Scott A. McGregor
Independent director of Applied Materials since 2018; age 68. Former CEO of Broadcom Corporation (2005–2016) and Philips Semiconductors (now NXP), with early career roles at Xerox PARC and Microsoft (architect and development lead for Windows 1.0). Serves as Chair of Applied’s Strategy and Investment Committee and as a member of the Audit Committee; current public company directorship at Equifax, Inc.; former public board at Luminar Technologies, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadcom Corporation | President & CEO; Director | 2005–2016 | Led revenue growth from ~$2.4B to >$8B during tenure |
| Philips Semiconductors (now NXP Semiconductors) | President & CEO | Not disclosed | Oversaw one of the world’s largest semiconductor suppliers |
| Microsoft | Architect and development team leader for Windows 1.0 | Not disclosed | Led creation of first version of Windows |
| Xerox PARC | Senior management roles (UI design for early personal computers) | Not disclosed | Early innovation in user interface |
| Santa Cruz Operation; Digital Equipment Corporation (now part of HP) | Senior management roles | Not disclosed | Technology and operating leadership |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equifax, Inc. | Director | Current | Brings cybersecurity oversight experience to AMAT board |
| Luminar Technologies, Inc. | Director | Former (within last five years) | Not disclosed |
Board Governance
- Independence: Board has 9 of 10 nominees independent; McGregor is independent. Audit, HRCC, and Governance Committees composed solely of independent directors. Independent Board Chair (Thomas J. Iannotti). Regular executive sessions of independent directors.
- Committee assignments: Strategy & Investment (Chair); Audit (member).
- Attendance and engagement:
- Board met 4 times in FY2024; each director attended over 75% of all Board and applicable committee meetings.
- Audit Committee met 23 times in FY2024; Governance Committee met 3; HRCC met 5. (Strategy & Investment meeting count not disclosed.)
- 2024 Annual Meeting: all directors serving at the time, except Xun (Eric) Chen, attended (implies McGregor attended).
- Audit Committee remit includes oversight of financial reporting, ERM, cybersecurity, and review/approval of related‑person transactions. McGregor’s Audit membership situates him at the center of risk and conflict oversight.
- Shareholder rights and governance signals: Special meeting threshold lowered to 10% from 20% in FY2024; proxy access; majority voting for directors; no poison pill; robust shareholder engagement.
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 143,750 | Includes base retainer and committee/chair retainers prorated across FY2024 |
| All Other Compensation | 3,000 | Matching contributions to eligible non‑profits |
| Total Cash | 146,750 | Sum of cash components |
| Program context: Annual base retainer | 85,000 (through Q1 FY2024); 100,000 (as of Q2 FY2024) | HRCC increased base retainer effective Q2 FY2024 |
| Program context: Committee membership retainers | Audit: 25,000; HRCC: 12,500; Governance: 10,000; Strategy & Investment: 10,000 | Prorated; paid quarterly |
| Program context: Committee chair retainers | Strategy & Investment Chair: 12,500; Audit Chair: 25,000; HRCC Chair: 20,000; Governance Chair: 15,000 | Prorated; paid quarterly |
Performance Compensation
| Equity Award (FY2024) | Grant Date | Units | Grant Date Fair Value ($) | Vesting & Terms |
|---|---|---|---|---|
| Annual RSU Grant | March 7, 2024 | 1,128 | 238,121 | Vests in full on earlier of next Annual Meeting or March 1 following grant; acceleration on death/disability; change‑in‑control acceleration if director ceases to be non‑employee director and does not join successor board; deferral election available; per‑director annual equity cap $400,000 FMV |
- Note: Non‑employee director equity is time‑based RSUs; no performance metric structure applies to director grants (performance metrics apply to executive PSUs, not directors).
Other Directorships & Interlocks
| Entity | Relationship to AMAT | Potential Interlock/Conflict Assessment |
|---|---|---|
| Equifax, Inc. (current) | Unrelated consumer credit reporting firm | No AMAT competitive overlap; Audit Committee reviews related‑person transactions per policy; none specifically disclosed regarding McGregor. |
| Luminar Technologies, Inc. (former, within 5 years) | Lidar technology; not core AMAT market | No direct supplier/customer disclosure; no related‑party transactions disclosed regarding McGregor. |
- Related‑party controls: Transactions >$120,000 involving a director require Audit Committee review/approval; standing pre‑approvals capped by dollar/revenue thresholds; Chair may approve between meetings with reporting back.
Expertise & Qualifications
- Semiconductor leadership: CEO roles at Broadcom and Philips Semiconductors; industry and technology depth.
- Strategy and innovation: Led growth and technology expansion; early PC and Windows development experience.
- Financial, risk, and cybersecurity oversight: CEO oversight responsibilities and board experience at Equifax inform Audit Committee risk and cybersecurity oversight.
Equity Ownership
| Beneficial Ownership (as of Dec 31, 2024) | Shares | Ownership % | Components & Notes |
|---|---|---|---|
| Scott A. McGregor | 22,253 | <1% | Includes 1,128 RSUs scheduled to vest within 60 days after Dec 31, 2024 |
| Shares Outstanding (for % calc context) | 811,197,923 | — | Company‑wide shares outstanding as of Dec 31, 2024 |
| Director Stock Ownership Guidelines | 5× annual base retainer | — | All directors and executive officers were in compliance as of Dec 31, 2024; unearned performance awards and unexercised options excluded from guideline calculation |
Governance Assessment
- Board effectiveness: McGregor’s dual role (S&I Chair; Audit member) places him at the nexus of strategy capital allocation and enterprise risk, strengthening board oversight of growth investments, ERM, and cybersecurity.
- Independence and engagement: Independent status, regular executive sessions, and high meeting cadence (Audit 23; Board 4) support active oversight; McGregor attended at least 75% of meetings and attended the 2024 Annual Meeting.
- Alignment and incentives: Director pay mix balanced cash retainer plus time‑based RSUs; annual grant of 1,128 RSUs aligns interests with shareholders without short‑term performance gaming; director equity capped at $400k/year.
- Controls and red flags:
- Hedging/pledging prohibited for directors; clawback policy in place; no tax gross‑ups for directors (except limited relocation/expatriate cases); double‑trigger CoC for long‑term incentive awards.
- Related‑party transaction policy administered by Audit Committee; no McGregor‑specific related‑party transactions disclosed.
- Shareholder rights strengthened (special meeting right reduced to 10% threshold), indicating responsiveness and governance quality.
- Shareholder sentiment: Say‑on‑pay received 91% support in 2024; while focused on executives, it signals broader investor confidence in governance and oversight.
Overall signal: Strong governance posture with material strategic and risk oversight responsibilities; independence, ownership alignment, and robust controls mitigate conflict risk. No disclosed red flags specific to McGregor (no pledging/hedging; no related‑party transactions; attendance above threshold).