Thomas Iannotti
APPLIED MATERIALS INC /DEAbout Thomas J. Iannotti
Independent Board Chair at Applied Materials (AMAT) with 19 years of board service (director since 2005). Age 68. Former Senior Vice President and General Manager, Enterprise Services at Hewlett-Packard; deep operating and services background in global technology businesses. He currently chairs AMAT’s Human Resources and Compensation Committee (HRCC) and serves as independent Chair of the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett-Packard Company | Senior Vice President & GM, Enterprise Services | 2009–2011 | Led global services strategy and execution; oversaw risk and operational management |
| Hewlett-Packard Company | Various executive roles incl. SVP & Managing Director, Enterprise Business Group, Americas | — | Managed cross-business strategies; partnerships with key stakeholders |
| Digital Equipment Corporation | Executive roles | — | Experience in computer systems/software; operational leadership |
| Compaq Computer Corporation | Executive roles (following acquisition of Digital) | — | Personal computing systems; operational experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Rigetti Computing, Inc. | Director | Current | Quantum computing; no disclosed AMAT transactions |
| Atento S.A. | Director | Former (within last five years) | No disclosed AMAT transactions |
Board Governance
- Independent Chair; responsibilities include presiding at board and shareholder meetings, setting agendas, liaising with CEO, and retaining advisors. Chairs HRCC.
- Committees: HRCC (Chair); not listed on Audit/Governance/Strategy in 2025 nominee table.
- Independence: Board is highly independent (9 of 10 nominees); committee chairs are independent.
- Attendance: Board met 4 times in FY2024; each director attended >75% of Board and applicable committee meetings; all directors except Eric Chen attended the 2024 Annual Meeting (Iannotti attended).
- Committee cadence: HRCC met 5 times in FY2024; Audit 23; Governance 3; Strategy & Investment meetings not specified here.
- Executive sessions: Regular executive sessions of independent directors.
- Shareholder rights and engagement: Majority voting, proxy access, special meeting at 10%; substantial outreach covering >50% of shares; positive feedback.
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Base cash retainer | $85,000 (Q1); $100,000 (effective Q2) | Paid quarterly; HRCC approved increase in March 2024 |
| Chair of Board retainer | $150,000 | Paid quarterly |
| HRCC Chair retainer | $20,000 | Paid quarterly |
| Committee membership retainer (HRCC member) | $12,500 | Paid quarterly |
| Ad-hoc committee meeting fee | $2,000 per meeting (as determined by Chair) | As applicable |
| Fees earned (FY2024 actual) | $278,750 | Aggregate cash received |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU (Director) | Mar 7, 2024 | 1,128 RSUs | $238,121 | Vests in full on earlier of Mar 1, 2025 or next annual meeting; accelerated on disability/death; CoC acceleration if director ceases to be non-employee director and does not join successor board | None (time-based RSUs for directors) |
- Equity award limit: Director grant fair value capped at $400,000 per fiscal year under Stock Incentive Plan.
- Clawbacks: Company has compensation recovery policy for incentive plans (executives); governance framework includes clawback policy.
Other Directorships & Interlocks
| Company | Relationship to AMAT | Potential Interlock Risk |
|---|---|---|
| Rigetti Computing, Inc. | No disclosed transactions with AMAT | Low based on disclosures; Audit Committee reviews related-person transactions per policy |
Expertise & Qualifications
- Industry/Technology; Executive leadership; Strategy/Innovation; Global operations; Services/Manufacturing; Risk management—built over three decades managing large, complex technology businesses at HP/Compaq/DEC.
- Board skills matrix confirms broad coverage across strategy, risk, and operations; tenure 19 years.
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (Dec 31, 2024) | 49,185 shares (Direct) |
| RSUs vesting within 60 days (Dec 31, 2024) | Included: 1,128 RSUs scheduled to vest |
| Ownership % of shares outstanding | ~0.0061% (49,185 / 811,197,923) |
| Pledging/Hedging | Prohibited for directors and NEOs under insider trading policy |
| Stock ownership guidelines | Directors must hold ≥5x annual base retainer; all directors/officers in compliance as of Dec 31, 2024 |
Insider Trades
| Date | Type | Shares | Avg Price | Value | Post-Transaction Holdings |
|---|---|---|---|---|---|
| Jun 21, 2024 | Sale | 9,827 | $236.65 | $2,325,560 | 49,185 (Direct) |
| Mar 6, 2025 | Option/Equity Award (director grant) | 1,583 | $0 | — | 50,768 (Direct) |
Note: AMAT proxy shows director RSUs granted Mar 7, 2024 (1,128 RSUs) with fair value $238,121; vesting per director plan.
Governance Assessment
- Board leadership: Independent Chair plus independent HRCC Chair roles concentrated with Iannotti—enhances oversight continuity but concentrates governance responsibility; mitigated by independent Audit/Governance/Strategy chairs and robust evaluation process.
- HRCC rigor and independence: HRCC engages Semler Brossy as independent consultant; peer group reviewed; say‑on‑pay received 91% support in 2024.
- Shareholder alignment: Director equity is time-based RSUs; cash/equity mix for Iannotti in FY2024 was $278,750 cash vs $238,121 equity (~54%/46%), with ownership policy compliance and prohibition of pledging/hedging—supports alignment.
- Attendance/engagement: >75% attendance; participated in annual meeting; active shareholder outreach overseen by Governance Committee.
Red flags (monitoring)
- Role concentration: Independent Chair also chairs HRCC; ensure continued strong independence and counterbalances via committee structure and executive sessions.
- Insider sales: 9,827-share sale in June 2024—common for diversification; monitor patterns for signaling.
Compensation Committee Analysis
- HRCC composition: Iannotti (Chair), Borkar, Chen, Karsner; five meetings in FY2024.
- Consultant: Semler Brossy (independent; no conflicts) advises on pay/performance, metrics, peer group, trends.
- Metrics evolution: For PSU awards beginning fiscal 2025–2027, HRCC shifted financial metric from non‑GAAP operating margin to cumulative three‑year non‑GAAP economic profit (50%), with 50% relative TSR vs S&P 500—strong capital efficiency alignment.
- Say‑on‑pay support: 91% approval in 2024; ongoing shareholder outreach indicates broadly positive feedback.
Related-Party Transactions (Policy Oversight)
- Audit Committee reviews, approves or ratifies related‑person transactions >$120,000; includes pre-approvals for limited situations (e.g., small transactions with entities where a related person is a non‑executive employee/director; charitable contributions under thresholds). No specific related-person transactions for Iannotti are disclosed in the proxy.
Director Compensation (FY2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $278,750 |
| Stock Awards (grant-date fair value) | $238,121 |
| All Other Compensation (matching gifts) | $4,000 |
| Total | $520,871 |
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) |
|---|---|---|
| Rigetti Computing, Inc. | Director | Not disclosed in AMAT proxy |
| Atento S.A. | Former Director (within last five years) | Not disclosed in AMAT proxy |
Equity Ownership Detail
| Category | Shares/Units |
|---|---|
| Common shares (Direct) | 49,185 |
| RSUs scheduled to vest within 60 days (Dec 31, 2024) | 1,128 |
| Shares Outstanding (AMAT, Dec 31, 2024) | 811,197,923 |
| Ownership % (computed) | ~0.0061% (49,185 / 811,197,923) |
Expertise & Qualifications
- Skills: Industry/Technology; Executive leadership; Strategy/Innovation; Global Business; Services/Operations; Risk Management.
- Governance credentials: Independent Chair; HRCC Chair; experience overseeing ERM and compensation risk assessments via committee processes.
Governance Quality Signals
- Positive: Independent Chair structure; robust shareholder rights and engagement; independent compensation consultant; evolving metrics toward economic profit; strong say‑on‑pay support; anti‑pledging/hedging policy; director ownership guidelines compliance.
- Watch items: Role concentration (Board Chair + HRCC Chair); insider share sale (monitor cadence).