Michael McMullen
KLAAbout Michael McMullen
Michael R. McMullen (age 64) is an independent director of KLA, serving since 2023. He is the former CEO and President of Agilent Technologies (CEO 2015–May 2024; President 2014–May 2024) and served as Senior Advisor to Agilent from May–October 2024, following a 40+ year career at Agilent and Hewlett-Packard in global leadership roles including COO (2014–2015) and China/Japan/Korea country management; he is currently on the board of Bristol‑Myers Squibb (since 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agilent Technologies | Chief Executive Officer | 2015–May 2024 | Led global growth in complex multinational equipment businesses; provided strategy and operational oversight |
| Agilent Technologies | President | 2014–May 2024 | Drove enterprise execution and international operations |
| Agilent Technologies | Chief Operating Officer | 2014–2015 | Operational leadership across functions |
| Agilent Technologies | SVP & President, Chemical Analysis Group | 2009–2014 | Business unit leadership; market strategy |
| Agilent Technologies | VP & GM, Chemical Analysis Solutions Unit | Prior to 2009 (dates not specified) | BU management |
| Hewlett‑Packard/Yokogawa JV | Controller | 1996–1999 | Finance leadership; JV governance |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Bristol‑Myers Squibb Company | Director | Since 2024 | Committee assignments not disclosed in KLAC proxy |
| Agilent Technologies, Inc. | Director | 2015–2024 | Former board member concurrent with CEO tenure |
| Coherent, Inc. | Director | 2018–2022 | Prior public board role |
Board Governance
- Independence: KLA states all directors except the CEO are independent; McMullen is listed as independent .
- Committee assignments (FY25): Member, Compensation and Talent Committee . Expected immediate post‑Annual Meeting roles: Chair, Compensation and Talent Committee; Member, Nominating & Governance Committee .
- Attendance and engagement: Board held 4 meetings in FY25; each incumbent director attended at least 75% of aggregate Board and committee meetings during service .
- Board leadership: Independent Chair (Robert Calderoni) since Nov 2022; executive sessions of independent directors at the conclusion of each regular meeting .
- Conflict policies: Standards of Business Conduct and related‑party transaction review by Audit Committee for items >$100,000; no interlocks disclosed for the Compensation and Talent Committee in FY25 .
Fixed Compensation
| Component | FY25 Amount/Terms | Source |
|---|---|---|
| Standard annual cash retainer | $100,000 (Outside Directors) | |
| Committee member cash retainer | $12,500 (Compensation & Talent Committee) | |
| Committee chair cash retainer | $20,000 (Compensation & Talent Chair) | |
| Equity – annual RSU grant | $235,000 market value; vest in full annually; dividend equivalents paid upon vesting | |
| McMullen – FY25 fees earned | $112,500 (cash) | |
| McMullen – FY25 stock awards | $234,381 (ASC 718 grant date fair value) | |
| McMullen – other comp | $2,859 (dividend equivalents on vesting) | |
| McMullen – total FY25 comp | $349,740 | |
| RSU grant specifics | 350 shares granted Nov 6, 2024 (standard Outside Director grant) | |
| Deferred comp eligibility | EDSP available to outside directors; only Marie Myers participated in FY25; McMullen did not | |
| Meeting fees | None; reasonable meeting expenses reimbursed |
Performance Compensation
- Outside Director compensation at KLA does not include performance‑based equity or options; annual RSUs vest based on service only .
- As incoming Chair of Compensation & Talent, McMullen will oversee executive pay programs with the following core metrics and structures:
- Short‑term (annual bonus): Operating Margin Dollars and Balanced Scorecard (financial and strategic measures). FY2024 Operating Margin Dollars target $3.93B; threshold $1.179B; maximum $5.502B; Board awarded Balanced Scorecard rating “4+”; funding 144% of target before individual multipliers .
- Long‑term PRSUs: Three‑year Relative Free Cash Flow Margin; PRSUs vest 100% at three years upon performance certification (FY25 grants) .
- Additional measures tracked for pay‑versus‑performance disclosure: free cash flow margin, non‑GAAP operating margin dollars, non‑GAAP EPS .
| Executive Incentive Metric | Definition/Design | FY2024/25 Parameters |
|---|---|---|
| Operating Margin Dollars (Bonus) | Revenues – COGS – R&D – SG&A (ex‑acquisition, impairment, severance/merger items) | Threshold $1.179B; Target $3.93B; Max $5.502B |
| Balanced Scorecard (Bonus) | Financial (Revenue, GM, OM), Market leadership/execution, Human capital; weighted 10%–40% | Board rating “4+” for CY2024 |
| Bonus funding outcome (Company) | Matrix funding prior to individual multipliers | 144% of target (CY2024) |
| PRSUs (LTIs) | 3‑yr Relative FCF Margin; 100% vest at 3 years once earned (FY25 design) | Performance‑based vesting; service requirement |
Other Directorships & Interlocks
- Current public boards: Bristol‑Myers Squibb (since 2024) .
- Prior public boards: Agilent Technologies (2015–2024); Coherent (2018–2022) .
- Committee interlocks: None in FY25 involving KLA executive officers and other entities’ executives; Compensation & Talent Committee members (including McMullen) were not KLA officers .
Expertise & Qualifications
- Extensive CEO/COO operating experience at Agilent; global leadership and international operations expertise; deep experience managing complex equipment businesses and supply chains .
- Brings strategic, operational, and governance perspective to KLA; expected to lead Compensation & Talent Committee as Chair post‑Annual Meeting .
Equity Ownership
| Item | Value | Source |
|---|---|---|
| Beneficially owned shares (as of Sep 10, 2025) | 975 shares (includes RSUs that vest within 60 days) | |
| Unvested director RSUs (as of Jun 30, 2025) | 350 shares | |
| Ownership % of outstanding | ~0.00074% (975 / 131,684,530 outstanding) | |
| Hedging/pledging | Prohibited by policy (directors, officers, employees) | |
| Director stock ownership guidelines | 5x standard annual cash retainer after 4 years of service; RSUs count; McMullen not yet subject given 2023 start |
Governance Assessment
- Strengths and positive signals:
- Independent director with significant CEO experience; slated to chair Compensation & Talent and join Nominating & Governance—enhancing oversight of pay, talent, and ESG/conflicts .
- Clean interlocks profile; no compensation committee interlocks and robust related‑party transaction review by Audit Committee .
- Strong director pay structure favoring equity alignment (annual RSUs; dividend equivalents only upon vesting); clear anti‑hedging/pledging and clawback policies for alignment .
- Board engagement: attendance ≥75%; independent Chair; executive sessions; transparent shareholder outreach and board refresh in 2025 (including new financial experts) .
- High Say‑on‑Pay support (92.5% at 2024 meeting), suggesting investor confidence in compensation governance he will oversee .
- Watch‑items / potential risks:
- Multi‑board commitments should be monitored against KLA’s time‑commitment policy (limits and consultation requirements) as McMullen chairs a key committee .
- No specific related‑party transactions involving McMullen disclosed; continued vigilance via Audit Committee policy for any future ties (e.g., across supplier/customer relationships) .
Overall, McMullen’s deep operating background and forthcoming chair role on Compensation & Talent are positives for board effectiveness and alignment. The policy suite (ownership guidelines, anti‑hedging/pledging, majority voting, clawback) further supports investor confidence, with limited conflict indicators in disclosures reviewed .