Jamie Samath
KLAAbout Jamie Samath
Jamie E. Samath, age 55, joined KLA’s Board on April 30, 2025 and serves on the Audit Committee. He is Executive Vice President, Chief Financial Officer and Enterprise Technology Leader at Intuitive Surgical, with prior senior finance roles at Atmel and National Semiconductor; he holds a bachelor’s degree in Business Studies from London Metropolitan University and is a Certified Public Accountant (inactive). The Board identifies him as an “audit committee financial expert” based on his extensive finance and internal audit oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intuitive Surgical, Inc. | EVP, CFO and Head of Business Technology (Enterprise Technology Leader) | CFO since 2022; Head of Business Technology since 2024; >12-13 years with Intuitive | Leads finance, IT, real estate/workplace services, purchasing; broad internal audit/financial operations oversight |
| Atmel Corporation | VP Finance, Corporate Controller and Principal Financial Officer | Prior to Intuitive (dates not specified) | Principal accounting/finance leadership |
| National Semiconductor Corporation | Various finance roles | Prior to Atmel (dates not specified) | Finance operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intuitive Surgical, Inc. | EVP, CFO and Enterprise Technology Leader | CFO since 2022; Enterprise Tech since 2024 | Oversees IT, real estate/workplace services, purchasing and finance |
| Other U.S. Public Company Boards | None | — | Proxy lists no other public boards for Samath |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Kevin Kennedy. The Audit Committee held 8 meetings in FY2025 and oversees financial reporting, internal controls, cybersecurity, and auditor independence .
- Independence: The Board deems all directors other than the CEO independent; Audit Committee members meet heightened NASDAQ/SEC independence requirements .
- Financial expertise: Samath is designated an “audit committee financial expert” by the Board .
- Attendance and engagement: The Board met 4 times in FY2025; each incumbent director attended at least 75% of Board and applicable committee meetings. All directors attended the prior annual meeting .
- Risk oversight: Audit Committee has primary oversight of enterprise risk management; Compensation & Talent and Nominating & Governance oversee compensation/human capital and governance/ESG respectively .
Fixed Compensation
| Component | FY2025 Detail | Amount ($) |
|---|---|---|
| Cash fees (pro-rated) | Fees earned or paid in cash | 28,750 |
| Equity (RSUs, pro-rated) | Grant date fair value under ASC 718 | 122,268 |
| All other compensation | — | — (none) |
| Total | Cash + Equity | 151,018 |
Director Compensation Program features (standard, before proration):
- Annual cash retainer: $100,000; Audit Committee member retainer: $15,000; Audit Chair: $30,000; Compensation & Talent member: $12,500; Nominating & Governance member: $7,500; NGC Chair: $10,000; non-executive Chairman cash retainer: $155,000 .
- Annual RSU market value: $235,000 standard grant at Annual Meeting; non-exec Chairman RSU: $290,000; RSUs vest annually; dividend equivalents payable upon vesting. New directors receive pro-rated grants upon joining .
- 2024 annual grants: Standard RSU covering 350 shares (Chairman 433); Samath received a pro-rated grant of 174 shares on appointment .
Performance Compensation
- No performance-based compensation is disclosed for Outside Directors; director RSU awards vest on a time-based annual schedule, with dividend equivalents paid upon vesting .
- Pro-rated vesting policy applies to certain retiring directors with ≥6 years of service; not applicable to Samath in FY2025 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None listed for Samath |
| Compensation committee interlocks | None occurred in FY2025 (no reciprocal board/committee relationships) |
| Committee composition changes | Board expects committee refresh post-Annual Meeting; Samath remains on Audit; McMullen to chair Compensation & Talent; new nominees to join committees |
Expertise & Qualifications
- Finance leadership: CFO of a global technology leader with oversight of finance and enterprise technology; prior principal finance roles at Atmel; finance roles at National Semiconductor .
- Audit/controls: Experience managing internal audit and financial operations; designated audit committee financial expert .
- Education: Bachelor’s in Business Studies, London Metropolitan University; CPA (inactive) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 174 | Less than 1% of outstanding shares; includes RSUs vesting within 60 days of Sept 10, 2025 |
| Unvested RSUs outstanding as of 6/30/2025 | 174 | Director RSU count held at fiscal year-end |
| Ownership % of shares outstanding | <1% | Based on 131,684,530 shares outstanding |
| Pledged shares | Not disclosed | No pledging disclosures in proxy |
Stock ownership guidelines: Outside Directors (after 4 years of service) are expected to hold shares valued at ≥5x the standard annual cash retainer; RSUs count toward compliance. Samath is new and not yet subject to the 4-year test .
Governance Assessment
- Strengths: Independent director with deep finance and enterprise technology expertise; Audit Committee member and SEC-defined financial expert; adequate attendance; standard director pay mix with meaningful equity alignment and annual vesting; strong company policies on conflicts, insider trading, and whistleblower protections .
- Alignment: Pro-rated RSU grant (174 shares) and cash fees consistent with program; dividend equivalents only upon vesting; ownership guidelines promote longer-term alignment (5x retainer after 4 years) .
- Conflicts/related-party exposure: KLA’s related-party transaction policy requires Audit Committee review >$100,000; FY2025 transactional disclosures list counterparties tied to other directors (e.g., Ansys, AMD, Microchip, Rapidus, Marvell, Tenneco), with no material interest and no Intuitive Surgical transactions disclosed; no conflicts identified for Samath in FY2025 .
- Risk indicators & red flags: None evident for Samath—no low attendance, no pledging, no related-party transactions, no interlocks; director pay structure shows no guaranteed or above-market elements for directors; EDSP participation limited to another director in FY2025 .