Tracy Embree
KLAAbout Tracy Embree
Independent director nominee (age 52) for election at KLA’s November 5, 2025 annual meeting; formerly President of Otis Americas (Oct 2023–Apr 2025) and spent 23 years at Cummins in global leadership roles including President, Distribution Business. Education: BS Chemical Engineering (MIT) and MBA (Harvard Business School). If elected, she will serve a one-year term; all directors other than the CEO are independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otis Worldwide – Otis Americas | President | Oct 2023 – Apr 2025 | Led Americas division of world’s leading elevator/escalator OEM; industrial strategy and operational expertise highlighted . |
| Cummins Inc. | Various global leadership roles incl. President, Distribution Business | 23 years | Extensive leadership in industrial strategy, emerging technologies, sustainable solutions, operations . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lennox International Inc. | Director | Since Jun 2025 | Current public company directorship . |
| Louisiana-Pacific Corporation | Director | Feb 2016 – May 2025 | Prior public company board service . |
Board Governance
- Independence: All directors other than the CEO are independent; Embree is nominated as an Outside Director .
- Board leadership: Independent Chair (Robert Calderoni); CEO and Chair roles separated .
- Attendance: Board held four meetings in FY2025; each incumbent director attended ≥75% of Board/committee meetings; policy encourages attendance at annual meetings .
- Executive sessions: Independent directors meet at the end of each regular Board meeting without management .
- Risk oversight: Audit Committee leads ERM; Compensation and Talent Committee (CTC) oversees compensation/human capital; Nominating and Governance Committee (NGC) oversees governance, ESG, conflicts, succession .
| Committee | Embree Assignment | Effective | Chair context |
|---|---|---|---|
| Compensation & Talent Committee (CTC) | Member | Immediately following Annual Meeting | Michael McMullen to chair post-meeting . |
| Audit Committee | None | N/A | Kevin Kennedy continues as chair post-meeting . |
| Nominating & Governance Committee (NGC) | None | N/A | Robert Calderoni chairs . |
Fixed Compensation
KLA’s FY2025 director compensation program (applies to Outside Directors; Embree will be subject to these terms if elected):
| Element | Amount/Terms |
|---|---|
| Standard annual cash retainer | $100,000 . |
| Committee member cash retainer | Audit: $15,000; CTC: $12,500; NGC: $7,500 . |
| Committee chair cash retainer | Audit: $30,000; CTC: $20,000; NGC: $10,000 . |
| Chairman cash retainer | $155,000 (in lieu of standard retainer) . |
| Annual equity (RSU) | $235,000 market value; Chairman RSU: $290,000; dividend equivalents payable upon vesting . |
| Vesting | Director RSUs vest in full annually; prorated awards if a new Outside Director joins after the annual meeting . |
| Deferred compensation | Directors may defer cash retainers via EDSP; investment menu available; dividend equivalents on RSUs paid only upon vesting . |
| Stock ownership guidelines | Directors expected to own ≥5x annual cash retainer after 4 years; RSUs count toward guideline . |
Performance Compensation
| Component | Terms |
|---|---|
| Performance-linked pay for directors | None; director equity is time-based RSUs vesting annually; dividend equivalents paid only upon vesting . |
Other Directorships & Interlocks
- Current boards: Lennox International; prior board: Louisiana-Pacific .
- Time commitments policy: Max four other public company boards; executives of public companies capped at two others; NGC reviews time commitments annually .
- Conflicts oversight: NGC oversees governance-related risks including conflicts of interest; KLA maintains Standards of Business Conduct with conflict guidelines .
Expertise & Qualifications
- Industrial strategy, emerging technologies, sustainable solutions, and operational leadership in complex global businesses .
- Board seeks mix of executives with technology/semiconductor understanding, global experience, finance literacy, and governance expertise; searches use external firms; Embree identified via executive search .
Equity Ownership
| Guideline | Details |
|---|---|
| Director stock ownership | After 4 years of service, ≥5x annual cash retainer; RSUs count toward compliance . |
| Anti-hedging/pledging | Prohibited under KLA policies; applies to directors and employees . |
| Dividend equivalents | RSU dividend equivalents credited and payable only upon vesting/settlement . |
Governance Assessment
- Strengths: Independent nominee; expected CTC membership enhances governance of pay/human capital; industrial operations track record suits KLA’s complex manufacturing context; Board refresh driven by stockholder outreach improved committee composition; independent compensation consultant (Semler Brossy) engaged; robust clawback policy in place for incentive comp; strong anti-hedging/pledging and ownership guidelines .
- Potential risks/considerations: New to KLA and semicap equipment; no KLAC-specific attendance history yet; external commitments at Lennox must continue to align with KLA’s board time policy (NGC monitors) .
- Conflicts: No related-party transactions involving Embree disclosed in nominee profile; KLA has formal conflict policies and NGC oversight to mitigate risks .
Overall signal: Board refresh and Embree’s operational expertise are positive for board effectiveness; independence, committee oversight, and alignment policies (ownership, anti-hedging) support investor confidence, while initial sector learning curve and external commitments should be monitored post-election .