Jeneanne Hanley
KLAAbout Jeneanne Hanley
Independent director of KLA since 2019 (age 52), currently serving on the Compensation and Talent Committee. Former Senior Vice President and President of Lear Corporation’s E‑Systems Division with earlier roles in Global Surface Materials, Americas Seating and Strategy/Business Development. She holds a B.S. in Mechanical Engineering (1994) and an MBA (2000) from the University of Michigan, and brings deep operating experience in electrical distribution systems and electronic modules from the automotive industry. Other U.S. public company board: QuantumScape Corporation (since 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lear Corporation | Senior Vice President; President, E‑Systems Division; Corporate VP, Global Surface Materials; Corporate VP, Americas Seating; VP, Global Strategy & Business Development | 1994–Jan 2019 | Led complex global businesses in electrical distribution systems and electronic modules; paired business strategy with organizational strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| QuantumScape Corporation (public) | Director | Since 2021 | Energy storage technology; only public board listed in KLA proxy |
| Tenneco Inc. (private) | Director | Not specified | KLA recorded ~$213,000 sales to Tenneco in FY25; proxy states none of the related persons has a material interest in these transactions |
Board Governance
- Committee assignments: Compensation and Talent Committee member; the CTC met 6 times in FY25 . Post‑Annual Meeting expectation: Hanley remains on CTC per anticipated committee refresh .
- Independence: Board determined all directors other than the CEO are independent; all committees are composed entirely of independent directors .
- Attendance: During FY25 each incumbent director attended at least 75% of Board and committee meetings for periods served; Board held 4 meetings; CTC held 6 .
- Engagement: Independent directors meet in executive session at the conclusion of each regularly scheduled Board meeting .
- Leadership: Independent Chair of the Board (Robert Calderoni) since Nov 2022; Board separates CEO and Chair roles .
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer (Outside Director) | $100,000 | $100,000 |
| Committee membership fee (Compensation & Talent Committee) | $12,500 | $12,500 |
| Committee chair fee | N/A | N/A |
| Total cash fees earned | $112,500 | $112,500 |
| Dividend equivalents paid (upon RSU vesting) | $3,661 | $2,859 |
Notes:
- No meeting fees disclosed; Outside Director RSUs carry dividend equivalents payable upon vesting .
- Outside Directors may defer cash retainers via the Executive Deferred Savings Plan (EDSP); in FY25 only Marie Myers participated (no indication of Hanley participation) .
Performance Compensation
Outside directors do not receive performance‑based awards; compensation is cash plus time‑vested RSUs.
| Equity Metric | FY2024 | FY2025 |
|---|---|---|
| RSU grant date | Nov 1, 2023 | Nov 6, 2024 |
| Shares granted | 493 | 350 |
| Grant‑date fair value | $234,929 | $234,381 |
| Vesting | Full vest on first anniversary; shares issued upon vesting | Full vest on first anniversary; shares issued upon vesting |
| Performance linkage | None (time‑vested RSUs only) | None (time‑vested RSUs only) |
Other Directorships & Interlocks
| Entity | Relationship | KLA Transaction (FY25) | Conflict Assessment |
|---|---|---|---|
| Tenneco Inc. | Hanley serves on board (private company) | Sales to Tenneco: $213,000 | Audit Committee reviewed related‑party transactions; none of the related persons has a material interest in the transactions |
| QuantumScape Corporation | Hanley serves on board (public) | Not listed | No transactions disclosed; no conflict indicated |
Expertise & Qualifications
- Mechanical Engineering (B.S., 1994) and MBA (2000), University of Michigan .
- 25 years at Lear with senior division leadership, electrical systems and modules expertise, strategy and organizational leadership in a complex global industry .
- Governance experience as outside director; service on KLA’s Compensation and Talent Committee .
Equity Ownership
| Metric | As of Sept 12, 2024 | As of Sept 10, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 3,547.000 | 3,897.000 (includes 350 RSUs vesting within 60 days) |
| Unvested RSUs outstanding (director awards) | 493 | 350 |
| Ownership guideline for directors | 5x annual cash retainer | 5x annual cash retainer |
| Compliance ratio (value vs retainer) | 29.2x (value $2,924,537) | 34.9x (value $3,490,699) |
| Pledging/hedging | Prohibited by policy | Prohibited; directors may not hedge or pledge KLA stock |
Governance Assessment
- Alignment: Significant personal stake and strong compliance with director ownership guidelines (34.9x retainer in 2025; 29.2x in 2024), supporting long‑term alignment with shareholders .
- Independence and Attendance: Independent director; attended at least 75% of Board and committee meetings; serves on an all‑independent Compensation and Talent Committee, which met 6 times in FY25 .
- Compensation structure: Balanced, shareholder‑friendly mix (fixed cash retainer + modest committee fee + annual RSUs with one‑year vest); no options, no performance awards, no meeting fees; dividend equivalents only upon vesting .
- Potential conflicts: Minor sales to Tenneco (~$213k) while Hanley serves on Tenneco’s board; Audit Committee policy covers review, and proxy states none of the related persons has a material interest in these transactions—risk appears low given governance controls and immateriality .
- Board/process signals: Independent Chair; regular executive sessions of independent directors; robust policies (majority vote, anti‑hedging/pledging, clawback for executives) and strong say‑on‑pay support (92.5% “FOR” in 2024), indicating sound governance environment underpinning director effectiveness .