Mary Beth Wilkinson
KLAAbout Mary Beth Wilkinson
Executive Vice President, Chief Legal Officer and Corporate Secretary at KLA since September 2020; age 53. She oversees all legal, compliance, corporate governance, and cybersecurity, holds the Carnegie Mellon SEI CERT Certificate for Cybersecurity Oversight, earned a JD from Northwestern, graduated Stanford’s Executive Program, and is a member of the Bar in two states . During her tenure, KLA’s FY25 results were strong: revenue $12.156B (+23.9% YoY), net income $4.062B (+47.1%), diluted EPS $30.37 (+49.8%) . Over FY21–FY25, KLA revenue rose 75.7% and net income rose 95.4%; a $100 investment grew to $489.42 by FY25, outpacing the Philadelphia Semiconductor Index ($277.82) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| O-I Glass, Inc. | Senior Vice President, General Counsel & Corporate Secretary | Not disclosed | Led legal, governance and compliance for global industrial manufacturer |
| Hogan Lovells | Partner | Not disclosed | Senior legal leadership at international law firm, corporate compliance/governance expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board roles disclosed in proxy |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $525,000 | $525,000 | $555,558 |
| Stock Awards ($) | $3,894,917 | $2,395,612 | $1,923,158 |
| Non-Equity Incentive Plan ($) | $545,160 | $495,600 | $619,842 |
| All Other Compensation ($) | $28,528 | $30,132 | $30,471 |
| Total ($) | $4,993,605 | $3,446,344 | $3,129,029 |
Base salary and bonus design:
- FY25 base salary rate approved: $560,000 (+6.7% YoY)
- Target bonus: 80% of base salary (unchanged for CY2025)
- Actual CY2024 bonus (paid FY2025): $619,842; funding 144% of target; individual multiplier 100%
Perquisites (FY25 “All Other Compensation” breakdown):
| Item | Amount ($) |
|---|---|
| 401(k) company match | $10,176 |
| Company-paid financial planning & tax prep | $16,910 |
| Long-term disability and term life premiums | $3,385 |
| Total | $30,471 |
Performance Compensation
Annual cash bonus (CY2024 plan):
| Component | Weighting | Target/Reference | Actual | Payout impact |
|---|---|---|---|---|
| Operating Margin Dollars | — | $3.93B target | $4.404B achieved (+~12% vs target) | 144% funding before multipliers |
| Balanced Scorecard (composite) | 100% total | See metrics below | Board rating “4+” | Contributes to 144% funding |
Balanced Scorecard detail (CY2024):
| Objective | Metric | Weight | Assessment | Score |
|---|---|---|---|---|
| Financial – Top Line | Revenue | 20% | $10.847B, above plan | 4 |
| Financial – Product Differentiation | Gross Margin | 15% | 61.4%, slightly below plan | 3 |
| Financial – Productivity | Operating Margin | 15% | 40.6%, slightly above plan | 4 |
| Quality of Result (Market) | WFE share, process control share, roadmap milestones | 40% | Above/at plan; milestones met | 4+ |
| Human Capital – Talent | Turnover, engagement, inclusion, hiring | 10% | Low turnover; improved engagement; hiring exceeded goals | 4+ |
FY2025 equity awards and metrics:
| Award | Grant date | Metric | Threshold | Target | Maximum | Vesting |
|---|---|---|---|---|---|---|
| Annual PRSU | 8/1/2024 | Relative Free Cash Flow Margin vs peer group | 30th pct (25% of target) | 55th pct (100%) | 80th pct (200%) | 100% on later of 3rd anniversary and performance determination |
| Annual PRSU (share counts) | 8/1/2024 | Mary target value $1,050,000 | 318 sh | 1,272 sh | 2,544 sh | As above |
| Annual RSU | 8/1/2024 | Service-based | — | 1,271 sh | — | 25% per year over 4 years |
EPS-based special PRSU (FY2023 program, Tranche 1):
| Measure | Threshold | Target | Maximum | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Cumulative non-GAAP EPS (two years to 6/30/2024) | $40.10 | $47.18 | $56.62 | $49.11 | 131% of target | 100% vested on 6/30/2025 |
Mary’s Tranche 1 EPS shares earned: 2,198 .
Governance overlays:
- Clawback policy effective Oct 2, 2023 (SEC/NASDAQ-compliant), applies to incentive comp tied to financial reporting measures; recovery required upon restatement unless impractical .
- Anti-hedging and anti-pledging policies for directors and employees .
Equity Ownership & Alignment
Stock ownership guidelines and compliance (as of 6/30/2025):
- Guideline: Executive Vice President/Senior Vice President must hold at least 2× base salary in KLA stock value; includes certain unvested RSUs/earned PRSUs .
- Mary total shares counted: 7,099.667; value $6,359,456; ratio 11.4× base salary (compliant) .
Beneficial ownership (as of 9/10/2025):
- Mary beneficially owned 6.934 shares; less than 1% of outstanding shares .
Outstanding equity awards (Mary; as of 6/30/2025):
| Grant date | Unvested RSUs (#) | Market value ($) | Unearned PRSUs/EPS (#, max) | Market/payout value ($) |
|---|---|---|---|---|
| 8/5/2021 | 1,440 | $1,289,866 | 1,921.5 (2021 PRSU, earned and vesting schedule noted separately) | $1,721,164 |
| 8/4/2022 | 1,192 | $1,067,722 | 8,385 (FY2022 PRSU max) | $7,510,780 |
| 8/4/2022 | — | — | 3,577 (EPS Award max tranches) | $3,204,062 |
| 8/3/2023 | 1,271 | $1,138,486 | 2,544 (FY2023 PRSU max) | $2,278,763 |
| 8/1/2024 | 1,271.694 | $1,139,107 | 2,543.390 (FY2024/2025 PRSU max) | $2,278,216 |
Ownership alignment policies:
- Anti-hedging and anti-pledging across executives; no pledging disclosed for Mary .
- Dividend equivalents accrue on RSUs/PRSUs, payable only upon vest/settlement .
Insider selling pressure assessment:
- Multiple RSU tranches vest annually (2019–2024 grants vesting on four-year schedules), and PRSU tranches vest at performance determination (FY2024/2025 PRSUs vest at ~3-year mark), which can create episodic liquidity events as shares deliver; EPS Tranche 1 vested June 30, 2025 .
Employment Terms
Role and tenure:
- Executive Vice President, Chief Legal Officer & Corporate Secretary since September 2020 .
Severance and change-in-control economics (2010 Severance Plan):
- Double-trigger only (termination without cause or resignation for good reason within one year post-CoC) .
- Cash severance: 18 months base salary (lump sum) .
- Pro-rated annual incentive for fiscal year of termination (based on most recent annual bonus and time served) .
- 100% vesting acceleration of all outstanding equity awards (performance awards measured on shortened period to last fiscal quarter end prior to CoC; then vesting accelerates) .
- 12-month post-termination option exercise extension (if applicable; company does not currently grant options) .
- 280G “best net” cutback (no tax gross-up) .
Clawback, hedging, pledging:
- Mandatory clawback for erroneously awarded incentive comp tied to financial reporting measures (post 10/2/2023) .
- No hedging or pledging permitted .
Deferred compensation and pension:
- Does not participate in Executive Deferred Savings Plan (EDSP) .
- No SERP/pension; participates in standard employee plans (401(k), ESPP) per executive eligibility .
Proxy delegation:
- Named as a proxy holder for the 2025 Annual Meeting .
Compensation Structure Details
Peer group and consultant oversight:
- Compensation consultant: Semler Brossy (independent) advises Compensation & Talent Committee; “pay-for-performance” philosophy .
- Industry peer group used for FY25 program (unchanged vs FY24): AMD, Applied Materials, Lam Research, NVIDIA, Texas Instruments, Analog Devices, Broadcom, Marvell, Microchip, ON Semiconductor, Skyworks, Qorvo, MKS, GLOBALFOUNDRIES, Micron, Teradyne, Keysight, Corning .
- 2024 Say-on-Pay support: ~92.5% “FOR” .
Equity mix and vesting shifts:
- FY2025 PRSUs increased maximum from 150% to 200% of target; threshold raised to 80th percentile for max; service vest updated to 100% vest in full at later of 3-year anniversary or performance determination .
Investment Implications
- Strong alignment: Large at-risk pay tied to Operating Margin Dollars (cash bonus) and relative free cash flow margin vs peer group (PRSUs), with rigorous balanced scorecard overlay and clawback; anti-hedging/pledging further aligns interests .
- Retention risk appears contained: Equity vests over multi-year schedules (RSUs four years; PRSUs ~three years), double-trigger CoC protection without gross-ups, and ownership guideline compliance (11.4× salary) supports long-term alignment .
- Watch near-term liquidity events: EPS Tranche 1 already vested; multiple RSU tranches from 2021–2024 continue to deliver annually; FY2025 PRSUs will vest post FY2027 performance assessment—monitor Form 4 filings around vesting dates for potential selling pressure .
- Execution indicators: KLA’s FY25 operational outperformance (revenue +23.9%, net income +47.1%, EPS +49.8%) and multi-year growth (revenue +75.7%, net income +95.4%) validate performance-linked pay design; TSR substantially outpaced the sector benchmark—positive for pay-for-performance governance .