Victor Peng
KLAAbout Victor Peng
Victor Peng, age 65, has served on KLA’s Board since 2019 and is an independent director with deep semiconductor leadership experience, including CEO of Xilinx and President of AMD’s Adaptive, Embedded and AI Group until his retirement in August 2024. He currently serves on KLA’s Compensation and Talent Committee. The Board states all directors other than the CEO are independent under NASDAQ standards, and each incumbent director met at least the 75% meeting attendance threshold in FY2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advanced Micro Devices (AMD) | President, Adaptive, Embedded, and AI Group | Feb 2022–Aug 2024 (retired) | Led adaptive and AI portfolio after AMD’s acquisition of Xilinx |
| Xilinx, Inc. | President & CEO | Jan 2018–Feb 2022 | CEO leadership through AMD acquisition; served on Xilinx Board Oct 2017–Feb 2022 |
| Xilinx, Inc. | Chief Operating Officer | Apr 2017–Jan 2018 | Operations leadership |
| Xilinx, Inc. | EVP & GM, Products | Jul 2014–Apr 2017 | Product leadership |
| AMD | Corporate Vice President, Graphics Products Group | Nov 2005–Apr 2008 | Graphics leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Microchip Technology Incorporated | Director | Since 2025 | Current public company board; see related-party transactions note below |
| Xilinx, Inc. | Director | 2017–2022 | Prior public company board (pre-AMD acquisition) |
Board Governance
- Committee assignment: Compensation and Talent Committee (CTC) member; FY2025 CTC members were Jeneanne Hanley, Michael McMullen, Gary Moore (Chair), and Victor Peng. After the 2025 annual meeting, McMullen will become Chair.
- Meeting cadence: Board held 4 meetings in FY2025; the CTC held 6 meetings; Peng satisfied the 75% attendance threshold applicable to incumbents.
- Independence and oversight: All directors except the CEO are independent; committees are fully independent. The Board has an Independent Chair and conducts executive sessions of independent directors at each regular Board meeting. Anti-hedging and pledging policies are in place.
Fixed Compensation
| Element | FY2025 Program | Notes |
|---|---|---|
| Annual cash retainer (Outside Director) | $100,000 | Paid quarterly; can be deferred under EDSP |
| Committee member cash retainer | $12,500 (CTC) | Audit $15,000; NGC $7,500; Committee Chair retainers are higher (CTC $20,000) |
| Non-executive Chair cash retainer | $155,000 | In lieu of standard retainer |
| Director | Fees Earned (Cash) | All Other Compensation | Total |
|---|---|---|---|
| Victor Peng (FY2025 actual) | $112,500 | $2,859 | $349,740 |
- Detail: Peng’s cash fees reflect the $100,000 standard retainer plus $12,500 for CTC membership; “All Other Compensation” per proxy totaled $2,859.
Performance Compensation
| Element | FY2025 Grant Detail | Vesting | Fair Value |
|---|---|---|---|
| Annual RSU grant | 350 RSUs granted Nov 6, 2024 | Vests in full annually; shares issued upon vesting; dividend equivalents payable in cash at vesting | $234,381 |
| Outstanding unvested RSUs (6/30/2025) | 350 RSUs | As above | — |
- Program terms: Standard Outside Director RSU grant value is targeted at $235,000, vesting annually with dividend equivalents payable in cash upon vesting. Non-executive Chair receives a higher RSU grant value. Director equity awards are time-based; no performance conditions.
Other Directorships & Interlocks
| Company | Relationship to Peng | KLA Transaction in FY2025 | Conflict Assessment |
|---|---|---|---|
| Microchip Technology Incorporated | Current Director | Sales to Microchip: $4,650,000 | Conducted in ordinary course at arm’s length; Audit Committee policy governs; proxy states no related person had a material interest in these transactions. |
| Advanced Micro Devices (AMD) | Former executive (retired Aug 2024) | Sales to AMD: $19,000 | Ordinary-course, arm’s-length; no material interest disclosed. |
- Related-party policy: Audit Committee reviews >$100,000 related-party transactions; no Audit Committee member reviews a transaction in which they are the related party. FY2025 proxy reports no material interests by related persons in the listed transactions.
- Compensation Committee interlocks: None in FY2025.
Expertise & Qualifications
- Over 30 years in semiconductors with CEO and operating leadership across adaptive compute, embedded, and AI portfolios (Xilinx CEO; AMD Adaptive/Embedded/AI President).
- Brings relevant leadership and international operations experience for a multinational technology company.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 5,612 | Includes 350 RSUs vesting within 60 days; includes 4,065 shares held by the Peng Family Trust. Less than 1% of outstanding. |
| Unvested RSUs (as of 6/30/2025) | 350 | Director RSU awards outstanding and unvested. |
| Stock ownership guideline | 5x annual cash retainer | Directors expected to meet guideline after 4 years of service. |
| Compliance status | Ratio 50.3x; value $5,026,893 | Total shares 5,612; value based on 6/30/2025 close; exceeds guideline. |
| Hedging/Pledging | Prohibited by policy | Anti-hedging and pledging policies in place. |
Governance Assessment
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Strengths
- Independent director with strong semiconductor and AI/embedded systems leadership; aligned with KLA’s technology portfolio.
- Active service on the Compensation and Talent Committee; the committee uses an independent compensation consultant and oversees clawback policy administration for Section 16 officers.
- High ownership alignment: well above the 5x retainer guideline, supported by time-based RSUs; anti-hedging/pledging policy reduces misalignment risk.
- Attendance met the >75% threshold; Board maintains executive sessions of independent directors and has an Independent Chair.
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Potential watch items
- Commercial dealings with entities connected to directors (e.g., Microchip, AMD) exist; however, they are ordinary-course, reviewed under the related-party policy, and no material interests were identified. Continue to monitor volume and Board/Audit Committee oversight.
- Committee transitions post-annual meeting (CTC chair change) merit monitoring for continuity in pay oversight, though Peng remains a member.
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No RED FLAGS identified in FY2025 proxy:
- No related-party transactions with material director interest; no compensation committee interlocks; anti-hedging/pledging in place; each incumbent met attendance requirements.