Teri Little
About Teri Little
Senior Vice President, Chief Legal Officer and Corporate Secretary at Applied Materials (AMAT) since June 8, 2020; responsible for all legal affairs and worldwide intellectual property . Education: J.D., Stanford Law School; B.S. in Finance, San Jose State University . Prior experience includes 18 years as EVP, Chief Legal Officer and Corporate Secretary at KLA and earlier roles at Wilson Sonsini and Heller Ehrman . AMAT’s performance-based equity uses two core metrics for PSUs—average non-GAAP operating margin and relative TSR vs. S&P 500; for the FY2022–FY2024 performance period, actual results were operating margin 29.6% (payout 130%) and relative TSR 73rd percentile (payout 193%), yielding a 161.5% aggregate payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Applied Materials | SVP, Chief Legal Officer & Corporate Secretary | 2020–present | Leads global legal affairs and IP; Corporate Secretary for Board communications |
| KLA Corporation | EVP, Chief Legal Officer & Corporate Secretary | 18 years | Led worldwide legal: corporate securities/governance, M&A, IP, commercial, employment, compliance, litigation |
| Wilson Sonsini Goodrich & Rosati | Senior Corporate Associate | n/a | Corporate transactions and securities work supporting tech companies |
| Heller Ehrman White & McAuliffe | Litigation Associate | n/a | Litigation experience applicable to complex IP and commercial matters |
Fixed Compensation
| Component | FY 2020 | Notes |
|---|---|---|
| Initial base salary (new-hire) | $515,000 | Approved by HRCC at hire (June 2020) |
| Target bonus % (new-hire) | 110% of base | Under Senior Executive Bonus Plan |
| Sign-on bonus | $500,000 | Subject to 24-month repayment if resignation/for-cause termination |
| Stock-replacement “Make-Whole” cash | $1,800,000 | To replace forfeited equity from prior employer; 24-month repayment condition |
| Prorated base salary (FY2020 actual) | $198,077 | Joined in June 2020; prorated |
| Actual annual bonus paid (FY2020) | $200,655 | Bonus plan payout for FY2020 service |
Performance Compensation
| Award / Metric | Terms | Grant / Period | Target / Actual / Payout | Vesting |
|---|---|---|---|---|
| New-hire RSU award | Grant date value $7,200,000; 3-year vesting | 6/8/2020 | N/A (time-based) | Over three years |
| Commitment to future LTI | Minimum $2,000,000 equity annually for next 3 grant cycles | Starting FY2021 | N/A | Annual HRCC cycles |
| PSU program metrics | 50% avg non-GAAP operating margin; 50% relative TSR vs S&P 500 | FY2024–FY2026 (forward design) | Threshold 0%/50%; Target 100%/100%; Max 200%/200% | 3-year performance period |
| PSU outcomes (company, FY2022–FY2024) | Non-GAAP op margin; Relative TSR vs S&P 500 | FY2022–FY2024 | Margin: 29.6% → 130%; TSR: 73rd %ile → 193%; Total: 161.5% | Vests after 3 years |
Equity Ownership & Alignment
| Item | As of | Amount | Detail |
|---|---|---|---|
| Unvested RSUs outstanding | FY2020 YE (10/23/2020) | 120,201 shares | Market value $7,326,251 at $60.95/share |
| Grant date and fair value | 6/8/2020 | 120,201 RSUs; $6,983,678 grant-date fair value | New-hire award (time-based) |
| Stock ownership guideline | Ongoing | 3x base salary for Section 16 officers | Unearned PSUs and unexercised options excluded; no sales below guideline |
| Compliance with ownership guidelines | 12/31/2024 | In compliance (all execs) | Board states all directors and executive officers compliant |
| Hedging/pledging | Policy | Prohibited for all employees/directors; Section 16 officers may not pledge or hold in margin accounts | Reduces alignment risk from hedging/pledging |
Note: AMAT’s RSU grants for many NEOs vest on or around December 19 (varies by grant), which can create periodic vesting-related supply; see vesting examples in FY2023–FY2024 proxy tables for RSUs granted to NEOs .
Employment Terms
| Provision | Terms / Economics | Notes |
|---|---|---|
| Employment agreement | None for NEOs other than CEO | Ms. Little had no individual employment agreement |
| Severance (non-CEO) | No contractual severance under employment agreements | CEO had 275% base salary severance; others did not |
| Change-in-control vesting | Double-trigger (CIC + termination for good reason/without cause) for equity awards; full acceleration if not assumed/substituted at CIC | Applied’s Stock Plan governs |
| Retirement provisions | Partial RSU acceleration and PSU payout at actual performance for qualifying retirement (age 60 + 5 years) | Applies to awards granted beginning FY2019 |
| Clawback / recovery | 2023 Compensation Recovery Policy for restatements (recovers erroneously awarded incentive-based pay) ; legacy clawback for intentional misconduct causing restatement | Recovery Policy applies to incentive-based comp received on/after 10/2/2023 |
| Insider trading | Hedging, short sales, derivatives prohibited; no pledging/margin for Section 16 officers/directors | Enforcement via insider trading policy |
| Stock ownership communications | Board communications via Corporate Secretary (Teri A. Little) | Governance process disclosure |
Investment Implications
- Pay-for-performance linkage is robust: PSUs tied to non-GAAP operating margin and relative TSR, with recent cycle paying above target (161.5%)—aligning incentives to durable profitability and shareholder returns .
- Retention risk moderated by multi-year RSU vesting and ownership guidelines; hedging/pledging prohibitions increase alignment and limit adverse signaling from derivatives or collateralized holdings .
- Limited severance economics and double-trigger CIC vesting reduce “golden parachute” risk while preserving continuity; retirement provisions balance retention with fair treatment near retirement .
- New-hire package included significant time-based RSUs and cash make-whole, indicating market-based hire costs for senior legal talent; subsequent annual LTI commitments embed continued equity exposure, supporting skin-in-the-game .
SOURCES: ; External biography and appointment sources: .