Robert Calderoni
KLAAbout Robert Calderoni
Independent Chairman of the Board at KLA since November 2022; director since 2007; age 65. Former Chairman and Interim President/CEO of Citrix; previously President of SAP’s cloud business following SAP’s acquisition of Ariba, where he served as CEO and Chairman; earlier CFO roles at Ariba and Avery Dennison, and senior finance roles at Apple and IBM. Recognized by KLA’s Board as an “audit committee financial expert”; currently chairs the Nominating & Governance Committee and has served on the Audit Committee. Independence affirmed by KLA; KLA separates CEO/Chair and assigns robust oversight responsibilities to the independent Chair.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Citrix Systems, Inc. | Chairman and Interim President & CEO (various interim periods); Executive Chairman | 2014–2022 (Executive Chairman 2015–2018; Interim CEO 2015–2016 and 2021–2022) | Led transition periods; governance and operational oversight |
| SAP (post-Ariba acquisition) | President, SAP’s Cloud Business | After Oct 2012 acquisition | Led cloud operations integration and growth |
| Ariba, Inc. | CEO and Director; Chairman of the Board (from 2003); CFO (earlier) | CEO 2001–2012; Chair 2003–2012; CFO Jan–Oct 2001 | Scaled SaaS procurement leader to strategic sale to SAP |
| Avery Dennison | Chief Financial Officer | Prior to 2001 | Public-company finance leadership |
| Apple Inc. | SVP, Finance | Prior to Avery Dennison | Senior finance leadership in technology |
| IBM | VP, Finance | Prior to Apple | Global finance leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Hewlett Packard Enterprise Company | Director | Since 2025 | Current other U.S. public board |
| Ansys, Inc. | Director | 2020–2025 | KLA purchased $1.46M of products/services from Ansys in FY25; no material interest by related persons disclosed |
| Citrix Systems, Inc. | Director | 2014–2022 | Also served as Chair and Interim CEO |
| LogMeIn, Inc. | Director | 2017–2020 |
Board Governance
- Current KLA roles: Independent Chairman of the Board; Chair, Nominating & Governance Committee; member, Audit Committee (transitioning off Audit and onto Compensation & Talent Committee effective Oct 1, 2025). Audit Committee designated him an “audit committee financial expert.”
- Committee composition and meetings (FY2025): Audit (8 meetings); Nominating & Governance (4 meetings). Each committee comprised entirely of independent directors.
- Attendance: The Board met 4 times in FY2025; each incumbent director attended at least 75% of Board and applicable committee meetings.
- Risk oversight: Audit Committee has primary ERM oversight, including cybersecurity; N&G oversees governance/ESG/conflicts/succession; Compensation & Talent oversees comp/human capital; Chair presides over executive sessions and board/committee self-assessments.
Fixed Compensation
| Component | FY2025 Amount / Program Detail | Notes |
|---|---|---|
| Cash fees (Calderoni) | $187,500 | Earned in FY2025 |
| Equity grant (Calderoni) | $289,963 (RSUs) | ASC 718 grant-date fair value |
| All other compensation (Calderoni) | $3,526 | As reported; components not itemized in proxy |
| Total (Calderoni) | $480,989 | FY2025 outside director compensation |
| Annual cash retainer (standard) | $100,000 | For outside directors |
| Annual cash retainer (non-exec Chairman) | $155,000 | In lieu of standard retainer |
| Committee member retainers | Audit $15,000; CTC $12,500; NGC $7,500 | Additional annual cash |
| Committee chair retainers | Audit $30,000; CTC $20,000; NGC $10,000 | Additional annual cash |
| Annual RSU grant (standard) | $235,000 | Granted at annual meeting; dividend equivalents upon vest |
| Annual RSU grant (non-exec Chairman) | $290,000 | Granted at annual meeting; dividend equivalents upon vest |
| FY2025 RSU shares actually granted | 433 shares to Calderoni (Chair) on Nov 6, 2024 | Other directors: 350 shares; pro-rations for new appointees |
Performance Compensation
- Outside director compensation is not performance-based (no bonus/PSUs); equity is time-based RSUs vesting annually; dividend equivalents paid only upon vest.
- Pro-rated vesting acceleration policy for long-serving directors (6+ years) upon retirement in good standing has been in effect since 2008.
Other Directorships & Interlocks
| Counterparty | Relationship to Calderoni | KLA Transaction (FY2025) | Governance Note |
|---|---|---|---|
| Ansys, Inc. | Director (2020–2025) | Purchases from Ansys: $1,461,000 | KLA states none of the related persons had a material interest in disclosed transactions |
Additional ecosystem interactions (not Calderoni-specific): KLA reported sales/purchases with companies linked to other KLA directors/executives (e.g., Marvell, Microchip, Rapidus, Keysight, Tenneco); no material related-person interests disclosed.
Expertise & Qualifications
- Financial expert: Designated “audit committee financial expert” by KLA’s Board; two prior public-company CFO roles and multiple senior finance posts in large-cap tech.
- Governance leadership: Independent Chair; Chair of Nominating & Governance; leads board/committee assessments and CEO evaluation process with CTC.
- Technology and cloud/SaaS operations: Led Ariba and SAP cloud; Citrix leadership.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership | 14,962.527 shares | <1% of outstanding; based on 131,684,530 shares outstanding |
| Within 60 days RSUs | 433 shares | Included in beneficial ownership calculation |
| Trust holdings | 11,529.527 shares | The 2019 Calderoni Family Trust |
| Unvested director RSUs outstanding (6/30/2025) | 433 shares | From Nov 6, 2024 grant |
| Ownership guideline | 5x standard annual cash retainer (director policy) | RSUs count toward compliance |
| Compliance status | 86.5x retainer equivalent ($13,402,534 value) | Based on 6/30/2025 closing price |
| Anti-hedging/pledging policy | Yes (company-wide) | Governance highlights; no pledging by Calderoni disclosed |
Governance Assessment
-
Positive signals
- Independent Chair with defined oversight duties; separation of Chair/CEO enhances board independence.
- Recognized audit committee financial expert; deep finance/tech operating background.
- Strong ownership alignment: ~15k shares; exceeds director guidelines by a wide margin (86.5x).
- Committee independence confirmed; robust meeting cadence (Audit 8; N&G 4); ≥75% attendance achieved by all incumbents.
- Company policies include majority voting, clawback, anti-hedging/pledging, proxy access.
-
Potential watch items
- Long tenure (director since 2007) can raise independence “tenure” debates for some investors, though KLA affirms independence and he serves as independent Chair.
- Ecosystem transactions with Ansys during his service there; KLA discloses the amounts and states no material related-person interests—monitor for continued arms-length governance.
-
Shareholder feedback context
- KLA’s 2024 Say-on-Pay support ~92.5% “FOR,” indicating broad investor support of compensation governance (for executives).
Notes on Independence, Attendance, and Clawbacks
- Independence: Board deems Calderoni independent; committee memberships meet NASDAQ/SEC independence requirements.
- Attendance: Each incumbent director met the ≥75% attendance threshold in FY2025.
- Clawback: Compensation & Talent Committee administers compensation recovery policy.
Director Compensation Detail (FY2025)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | 187,500 |
| Stock Awards ($) | 289,963 |
| Change in Pension/Deferred Comp Earnings ($) | — (not applicable) |
| All Other Compensation ($) | 3,526 |
| Total ($) | 480,989 |
RSU Grant and Vesting (FY2025 Cycle)
- Grant: 433 RSUs on Nov 6, 2024 (Chairman-sized award; standard director grant was 350 RSUs).
- Vesting: Director RSUs vest in full annually; shares issued upon vest; dividend equivalents paid in cash only upon vesting/settlement.
- Outstanding unvested as of 6/30/2025: 433 shares.
Compensation Committee Interlocks
- During all or part of FY2025, Calderoni served on the Compensation & Talent Committee; KLA discloses there were no compensation committee interlocks with other companies.
Related-Party and Conflict Review
| Counterparty | FY2025 Amount | Relationship Context | Company Assessment |
|---|---|---|---|
| Ansys, Inc. | Purchases: $1,461,000 | Calderoni served on Ansys board (2020–2025) | “None of the related persons has a material interest” in the transactions disclosed. |
RED FLAGS: None identified specific to Calderoni—no pledging disclosed; independence affirmed; related-party transactions disclosed with “no material interest” statement; attendance threshold met. Continue monitoring interlocks and related-party disclosures in future proxies.