Kevin Kennedy
KLAAbout Kevin Kennedy
Kevin Kennedy, age 69, has served as an independent director of KLA since 2007 and currently chairs the Audit Committee and serves on the Nominating and Governance Committee. He holds a Ph.D. in engineering from Rutgers University and a Carnegie Mellon SEI CERT certificate for Cybersecurity Oversight, with prior CEO roles at Avaya and JDS Uniphase and chairman/CEO roles at Quanergy Systems; both Avaya (2017) and Quanergy (2022) filed voluntary Chapter 11 petitions during or following his leadership tenures, a governance-relevant risk signal. He is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quanergy Systems, Inc. | Chairman; CEO | Chairman: Mar 2020–Dec 2023; CEO: Jan 2020–Dec 2022 | Filed voluntary Chapter 11 (Dec 2022); led LiDAR provider through restructuring |
| Avaya Inc. | President & CEO; Director | Jan 2009–Oct 2017 | Filed voluntary Chapter 11 (Jan 2017); led global business communications provider |
| JDS Uniphase Corporation | CEO; President | CEO: Sep 2003–Dec 2008; President: Mar 2004–Dec 2008 | Optical products and test solutions leadership |
| Openwave Systems, Inc. | Chief Operating Officer | 2001–2003 | Software solutions for communications/media |
| Blue Ridge Partners | Senior Managing Director | Jul 2018–Mar 2020 | Growth advisory; M&A experience (>150 transactions) |
| Cisco Systems; Bell Laboratories | Senior roles; research | Cisco (~8 years), Bell Labs (17 years) | Technology, networking, and management publications (>30 papers) |
| U.S. Government Roles | Congressional Fellow; NSTAC appointee | Congressional Fellow (1987); NSTAC (2012) | National security and technology advisory experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Digital Realty Trust, Inc. | Director | Since 2013 | Current U.S. public company board |
| UL Solutions Inc. | Director | Since 2020 | Current U.S. public company board |
| Maxeon Solar Technologies, Ltd. | Director | 2020–2022 | Prior public company board |
| Quanergy Systems, Inc. | Chairman/Director | 2020–2023 | Prior public company board |
Board Governance
- Independence: All directors other than the CEO are independent; committee membership is fully independent. Kennedy is independent and designated an audit committee financial expert.
- Committee assignments: Audit Committee Chair; Nominating & Governance Committee member. Audit met 8 times in FY2025; responsibilities include auditor oversight and cybersecurity review.
- Expected post-Annual Meeting composition: Kennedy remains Audit Chair and NGC member.
- Attendance: Board held 4 meetings; each incumbent director attended at least 75% of Board and committee meetings during their service period.
- Leadership structure: Independent Chair (Robert Calderoni) since Nov 2022; independent executive sessions held at each regular Board meeting.
- Interlocks/conflicts: No compensation committee interlocks identified in FY2025.
- Policies: Anti-hedging and pledging; clawback policy; stock ownership guidelines for directors.
Fixed Compensation
| Element | FY2025 Value | Detail |
|---|---|---|
| Cash fees | $152,500 | Standard cash retainer $100,000; Audit member $15,000; Audit Chair $30,000; Nominating & Governance member $7,500 (chairs receive both member and chair fees) |
| Stock awards (RSUs) | $234,381 grant-date fair value | 350 RSUs granted Nov 6, 2024; annual vesting in full; dividend equivalents payable only upon vesting |
| Dividend equivalents | $2,859 | Paid upon RSU vesting per plan |
| Total | $389,740 | Sum of cash, RSU fair value, and dividend equivalents |
Notes:
- Standard Outside Director equity grant market value $235,000; annual vesting; non-executive Chairman receives $290,000 RSUs and $155,000 cash retainer (not applicable to Kennedy).
- Other than the program elements above, directors receive no additional compensation for Board service.
Performance Compensation
- Outside directors do not receive performance-based cash incentives or PRSUs; their RSUs are service-vesting and not contingent on performance metrics. | Performance Metric | Applicable to Outside Director Pay? | FY2025 Design | |---|---|---| | Corporate financial/strategic metrics | No | N/A | | PRSU performance goals | No | N/A |
Other Directorships & Interlocks
| Area | Observation |
|---|---|
| Current public boards | Digital Realty Trust; UL Solutions Inc. |
| Competitor/customer/supplier overlap | None indicated with KLA’s direct ecosystem in proxy; no related-party transactions disclosed in reviewed sections. |
| Interlocks | No compensation/talent committee interlocks in FY2025. |
| Director time commitment policy | Max four other public boards; executive officers of public companies ≤2 other boards; Board reviews commitments annually. Kennedy’s two boards align with policy. |
Expertise & Qualifications
- Ph.D. engineering (Rutgers); over 30 publications on computational methods, data networking, and technology management; CERT certificate for cybersecurity oversight.
- Extensive high-tech operating and CEO experience (Avaya, JDSU, Quanergy; Openwave; Cisco; Bell Labs); associated with >150 M&A transactions.
- Audit committee financial expert; deep governance experience across multiple public companies.
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership | 7,832 shares (<1%) | Includes 350 RSUs vesting within 60 days and 4,821 shares held by Kennedy Family Trust u/a/d 11/19/98 (trustee/beneficiary) |
| Unvested RSUs (director grants) | 350 shares | Granted Nov 6, 2024; annual vesting |
| Ownership guideline compliance | Ratio 70.2x of annual retainer; exceeds 5x requirement after 4 years | Directors expected to hold ≥5x cash retainer after 4 years; RSUs count toward compliance |
| Hedging/pledging | Prohibited by policy; no pledges disclosed |
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation; active oversight of cybersecurity; strong attendance; robust ownership alignment far above guideline; anti-hedging/pledging and clawback policies; no compensation interlocks. These support board effectiveness and investor confidence.
- Considerations: Historical associations with Chapter 11 filings at Avaya and Quanergy may be viewed as experience navigating distress but also as a reputational risk signal; monitor for any related-party transactions or undue influence via external roles—none indicated in FY2025 proxy sections reviewed.
- Shareholder signals: Prior “Say on Pay” support at 92.5% in 2024 indicates broad approval of compensation governance; independent Chair structure enhances oversight.
RED FLAGS to monitor: Any emergence of related-party transactions; hedging/pledging exceptions; deteriorating attendance; repricing or modification of director equity awards (none disclosed).