Timothy Deane
APPLIED MATERIALS INC /DEAbout Timothy Deane
Timothy M. Deane is Group Vice President of Applied Global Services (AGS) at Applied Materials; he joined Applied in 1995 after serving as a commissioned officer in the U.S. Navy’s submarine program, and holds a B.S. in Engineering from the U.S. Naval Academy and an MBA from Chaminade University of Honolulu . He is 59 years old and has served as Group Vice President of AGS since September 2022 . Under his leadership, AGS delivered record revenue of $6.2 billion in FY2024, expanded backlog to more than $6 billion, and advanced subscription and AI-enabled services; company-wide FY2024 non-GAAP EPS was $8.65 and total shareholder return (TSR) value rose to $316.48 from a $100 base over the period disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Applied Materials | Field Operations & Business Management, Semiconductor Products Group; Account General Manager; Region General Manager | 1995–2022 | Drove accountability, transparency, and execution during rapid growth phases |
| Applied Materials | Group Vice President, Applied Global Services | Sep 2022–present | Record AGS revenue, backlog growth, subscription expansion and AI x technologies adoption |
| U.S. Navy | Commissioned Officer, Submarine Program | Prior to 1995 | Leadership and technical foundation, nuclear training pipeline completion |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United States Naval Academy / Chaminade University | Engineering (BS) / MBA (Education) | — | Technical and managerial qualifications underpinning operational leadership |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $600,000 | $650,000 |
| Target Bonus (%) | 120% | 125% |
| Target Bonus ($) | $720,000 | $812,500 |
| Actual Bonus Paid ($) | $733,590 | $956,313 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout/Units | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (FY2024) | Initial hurdle: Non-GAAP EPS | — | $5.55 | $8.65 | Cash bonus $956,313 vs $812,500 target | Cash (paid FY2024) |
| Annual Bonus (FY2024) | Corporate scorecard (financial, operational, strategic, services, customers, people) | — | Predefined goals | 0.987x–1.07x modifier | Included in cash bonus above | Cash (paid FY2024) |
| Annual Bonus (FY2024) | Individual Performance Factor | — | — | 1.1x | Included in cash bonus above | Cash (paid FY2024) |
| PSUs (Grant 12/7/2023) | 3-year Non-GAAP operating margin | 50% | Multi-year goal | In progress | 11,962 target PSUs | Scheduled to vest Dec 19, 2026; 0–200% payout |
| PSUs (Grant 12/7/2023) | 3-year Relative TSR (vs S&P 500) | 50% | Multi-year goal | In progress | 11,962 target PSUs | Scheduled to vest Dec 19, 2026; 0–200% payout |
| PSUs (Grant 12/12/2022) | 3-year Operating Margin / Relative TSR | 50% / 50% | Multi-year goals | In progress | 12,801 target PSUs | Scheduled to vest Dec 19, 2025; 0–200% payout |
Equity Awards (multi-year detail)
| Fiscal Year | Grant Date | Instrument | Units | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| 2024 | 12/7/2023 | PSUs | 11,962 | $2,034,198 | Vest Dec 19, 2026 (performance; 0–200%) |
| 2024 | 12/7/2023 | RSUs | 11,962 | $1,742,624 | 1/3 vested Dec 19, 2024; 1/3 Dec 19, 2025; 1/3 Dec 19, 2026 |
| 2023 | 12/12/2022 | PSUs | 12,801 | — | Vest Dec 19, 2025 (performance; 0–200%) |
| 2023 | 12/12/2022 | RSUs | 8,534 | — | 1/2 vested Dec 19, 2024; 1/2 Dec 19, 2025 |
| 2022 | 9/8/2022 | RSUs | 10,663 | $965,215 | 1/2 Jan 1, 2025; 1/2 Jan 1, 2026 |
| 2022 | 12/16/2021 | RSUs | 6,817 | $981,171 | 3,199 on Oct 1, 2025; 5,332 on Oct 1, 2026 |
| 2022 | 12/2/2021 | RSUs | 5,974 | $860,734 | Vested in full Dec 19, 2024 |
| — | 12/3/2020 | RSUs | 2,599 | — | Vested in full Jan 1, 2025 |
No stock option awards for Mr. Deane were disclosed in FY2024; vesting table shows stock awards (RSUs/PSUs) only .
Equity Ownership & Alignment
- Beneficial Ownership: 61,079 shares; less than 1% of outstanding; includes 6,137 RSUs scheduled to vest within 60 days after Dec 31, 2024 .
- Outstanding Unvested RSUs and PSUs at FY2024 year-end:
- Unvested RSUs: 11,962; 8,534; 8,531; 5,454; 2,987; 2,599 with respective market values of $2,231,152; $1,591,762; $1,591,202; $1,017,280; $557,135; $484,765 (based on $186.52 closing price) .
- Unearned PSUs (target): 11,962 ($2,231,152) and 12,801 ($2,387,643) .
- Stock Ownership Guidelines: Section 16 officers must hold stock equal to 3x base salary; as of Dec 31, 2024, all officers were in compliance (includes Mr. Deane) .
- Hedging/Pledging: Prohibited for officers/directors; Section 16 officers may not hold shares in margin accounts or pledge as collateral .
Employment Terms
| Item | Terms (Mr. Deane) |
|---|---|
| Employment Agreement | None; Applied does not have employment agreements with NEOs other than the CEO |
| Severance | No severance payments; no change-of-control agreements. Equity acceleration occurs only via plan terms (double-trigger) |
| Change-of-Control | Double-trigger acceleration if awards not assumed or if terminated without cause/resigns for good reason within 12 months post-CoC; estimated accelerated vesting value $12,092,092 at Oct 25, 2024 |
| Qualified Retirement | Retirement vesting provisions do not apply to Mr. Deane (applies to certain NEOs only) |
| Clawback | Compensation Recovery Policy requires reimbursement of incentive-based compensation after restatements; legacy clawback for misconduct-driven restatements also in place |
| Deferred Compensation | FY2024 contributions: $366,795; earnings: $707,391; balance: $2,753,432 |
Multi-Year Compensation Summary
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $433,350 | $574,947 | $642,308 |
| Stock Awards ($) | $2,807,119 | $3,097,266 | $3,776,822 |
| Non-Equity Incentive Plan Compensation ($) | $412,458 | $733,590 | $956,313 |
| All Other Compensation ($) | $16,703 | $17,761 | $18,855 |
| Total ($) | $3,669,630 | $4,423,564 | $5,394,298 |
Compensation Structure Analysis
- Shift in Cash vs Equity: FY2024 total direct comp of $5.375 million included $3.777 million in LTI stock awards, maintaining a heavy equity mix; annual bonus rose with strong performance .
- Target Bonus % Increase: Mr. Deane’s target bonus increased from 120% to 125% of salary in FY2024 to align compensation with role scope; target remained 120% in FY2023 .
- LTI Design: For “other NEOs,” awards are 50% PSUs and 50% RSUs; PSUs tethered to 3-year operating margin and relative TSR, reinforcing long-term alignment and reducing short-term risk-taking .
- Discretion: Annual bonuses are performance-based with initial EPS hurdle and scorecard; no guaranteed minimums; IPF set at 1.1x in FY2024 based on defined accomplishments .
Performance & Track Record
- FY2024 AGS Performance: Record AGS revenue of $6.2B; backlog >$6B; expanding long-term subscriptions and average contract length to 2.9 years; advancing AI x technologies to services .
- FY2023 AGS Performance: Record AGS revenues over $5.7B; subscriptions at 63% of parts and service revenues with 90% renewal rate .
- Company Outcomes: FY2024 non-GAAP EPS $8.65; TSR value of $316.48 for the disclosed period in Pay vs Performance table .
Equity Vesting Calendar & Potential Selling Pressure
| Date | Instrument | Units | Notes |
|---|---|---|---|
| Jan 1, 2025 | RSUs (9/8/2022 grant) | ~5,332 (half of 10,663) | Cashless share withholding historically used for taxes (6,767 shares withheld in FY2024 across vested awards) |
| Jan 1, 2026 | RSUs (9/8/2022 grant) | ~5,331 (remaining half) | — |
| Oct 1, 2025 | RSUs (12/16/2021 grant) | 3,199 | — |
| Oct 1, 2026 | RSUs (12/16/2021 grant) | 5,332 | — |
| Dec 19, 2025 | RSUs (12/12/2022 grant) | ~4,267 (half of 8,534) | — |
| Dec 19, 2025 | PSUs (12/12/2022 grant) | 12,801 target (0–200% payout) | Performance-dependent |
| Dec 19, 2026 | RSUs (12/7/2023 grant) | ~3,987 (final third of 11,962) | — |
| Dec 19, 2026 | PSUs (12/7/2023 grant) | 11,962 target (0–200% payout) | Performance-dependent |
Insider hedging/pledging is prohibited; Section 16 officers cannot pledge or margin shares; selling pressure around vest dates typically manifests via tax-withholding share reductions rather than open-market sales, but Form 4 activity should be monitored near these dates .
Governance, Policies, and Say-on-Pay Context
- Ownership Guidelines: 3x salary for officers; in compliance as of Dec 31, 2024 .
- Clawbacks: Restatement-based compensation recovery (post-2023) and legacy misconduct clawback policy .
- Change-in-Control: Double-trigger acceleration only; no special change-in-control severance .
Investment Implications
- Alignment: Heavy PSU/RSU mix linked to multi-year operating margin and relative TSR supports investor alignment; increased target bonus and salary reflect expanded scope while retaining at-risk pay .
- Retention Risk: Absence of individual severance agreement and reliance on equity incentives suggests retention is primarily equity-driven; double-trigger change-of-control terms reduce windfall risk and encourage continuity .
- Trading Signals: Multiple scheduled vest dates (Jan 1, Oct 1, Dec 19 in 2025–2026) create predictable windows for tax-related share settlements; monitor Form 4s around these dates and any PSU performance certifications that can drive incremental vesting and supply .
- Performance Levers: AGS revenue growth, backlog expansion, subscription penetration, and AI-enabled services are key drivers of Deane’s bonus/IPF and long-term equity outcomes; sustained margin performance and TSR relative to S&P 500 determine PSU payouts .