Jason Conley
KLAAbout Jason Conley
Jason Conley (age 50) is Executive Vice President and Chief Financial Officer of Roper Technologies, Inc. since February 2023; he is a nominee to join KLA’s Board at the November 5, 2025 annual meeting and is recognized by KLA as an “audit committee financial expert” under SEC rules . He holds a BA from the University of Washington and an MBA from Northwestern University’s Kellogg School of Management, with prior roles at Honeywell International and Deloitte .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roper Technologies, Inc. | Executive Vice President & CFO | Feb 2023–present | Finance leadership; transformation from diversified industrial to vertical software enterprise |
| Roper Technologies, Inc. | Chief Accounting Officer; FP&A, IR; CFO for a Roper operating company | Not disclosed | Led internal audit and financial operations; multi-functional finance leadership |
| Honeywell International | Roles of increasing responsibility | Not disclosed | Operational and finance experience |
| Deloitte | Roles of increasing responsibility | Not disclosed | Assurance/finance foundation |
External Roles
| Company/Institution | Role | Public Company Board? | Tenure |
|---|---|---|---|
| Roper Technologies, Inc. | Executive Vice President & CFO | No (executive, not director) | Feb 2023–present |
| Other U.S. public company boards | — | None | — |
Board Governance
- Election and tenure: Conley is nominated for election at the November 5, 2025 Annual Meeting; directors serve one-year terms until the 2026 annual meeting if elected .
- Committee assignment (expected): Audit Committee member post-Annual Meeting; Kevin Kennedy remains Audit Chair .
- Independence: KLA states all directors other than the CEO are independent under NASDAQ standards; committees are comprised entirely of independent directors .
- Meetings and attendance baseline: The Board met 4 times in FY25; incumbent directors attended at least 75% of aggregate Board and committee meetings for their service periods . Audit Committee held 8 meetings in FY25 .
- Board leadership: Independent Chairman since Nov 2022 (Robert Calderoni) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (Outside Directors) | $100,000 | Paid quarterly; eligible for EDSP deferral (plan exists, participation optional) |
| Committee member retainers | Audit: $15,000; Compensation & Talent: $12,500; Nominating & Governance: $7,500 | Paid in cash quarterly |
| Committee chair retainers | Audit Chair: $30,000; CTC Chair: $20,000; NGC Chair: $10,000 | In addition to member fees |
| Annual RSU grant (standard) | $235,000 market value, granted at Annual Meeting | Vests in full annually; dividend equivalents payable upon vesting |
| Dividend equivalents on director RSUs | Cash equivalents paid only upon vest/settlement | Under 2023 Incentive Award Plan |
| New director proration | First RSU prorated if joining after annual meeting | Conley’s grant would be standard if elected at the meeting |
Performance Compensation
| Component | Metrics | Terms |
|---|---|---|
| Not applicable to Outside Directors | Directors do not receive performance-based bonuses or PRSUs with operating metrics; compensation is cash retainers and time-based RSUs |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None (Conley has no other U.S. public company boards) |
| Potential interlocks (customers/suppliers) | KLA disclosed arms-length transactions in FY25 with Ansys, AMD, Keysight, Marvell, Microchip, Rapidus, Tenneco, Ohio State’s Fisher College; Roper Technologies is not listed, and none of the related persons had a material interest in these transactions . |
| Committee interlocks | KLA reported no compensation committee interlocks in FY25 . |
Expertise & Qualifications
- Finance leadership: Extensive experience managing internal audit and financial operations; CFO-level responsibilities .
- Audit committee financial expert: Recognized by KLA as an “audit committee financial expert” under SEC rules .
- Technology/software transformation: Credited with Roper’s transformation toward vertical software/technology .
- Education: BA (University of Washington); MBA (Kellogg School of Management) .
Equity Ownership
| Policy/Item | Detail |
|---|---|
| Director stock ownership guidelines | Expect directors with ≥4 years of service to hold ≥5x the standard annual cash retainer; RSUs count toward compliance . |
| Hedging/pledging | Prohibited for officers, directors, employees . |
| Clawback policy | SEC/NASDAQ-compliant clawback policy in place . |
| Beneficial ownership | New nominees are not included in FY25 beneficial ownership table; compliance status applies after service duration . |
Governance Assessment
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Strengths
- Deep finance and internal control expertise; designated audit committee financial expert—supports Audit Committee effectiveness .
- Independent director structure and independent Chair enhance oversight; all committees comprised of independent directors .
- Director pay balanced (cash + time-based RSUs with dividend equivalents only upon vesting), plus robust ownership guidelines and anti-hedging/pledging—aligns with shareholder interests .
- No disclosed related-party exposure with Roper; KLA maintains formal related-party review via Audit Committee for transactions >$100k .
-
Watch Items
- Time commitments: KLA policy restricts executives of public companies to ≤2 other public company boards; Conley holds no other public company directorships, consistent with policy—monitor future additions .
- Attendance: As a new director, monitor engagement vs. Audit Committee’s active cadence (8 meetings in FY25) .
-
Red Flags
- None disclosed specific to Conley. KLA policies mitigate governance risks (clawbacks, anti-hedging/pledging, majority voting, whistleblower program) .
-
Shareholder context
- 2024 Say-on-Pay approval was ~92.5%, indicating strong shareholder support for KLA’s compensation governance .
Appendix: Board Context and Policies
- Majority vote policy in uncontested elections with resignation procedures if a nominee fails to receive majority support .
- Standards of Business Conduct and whistleblower program; auditor independence controls .
- Committee responsibilities: Audit oversight (financial reporting, cybersecurity), Compensation & Talent (exec and director pay; human capital; clawbacks), Nominating & Governance (independence, ESG, succession, conflicts) .