Virendra Kirloskar
KLAAbout Virendra Kirloskar
Senior Vice President and Chief Accounting Officer at KLA since March 2008; previously Vice President & Corporate Controller (May 2003–March 2008), with a stint managing KLA India (Aug 2006–Aug 2007). Age 61; education: B.Com (University of Pune) and MBA (University of Massachusetts Amherst) . Company performance context during his tenure: FY2025 revenue $12.16B and net income $4.06B with multi-year growth outpacing sector peers on TSR measures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KLA Corporation | Senior Vice President & Chief Accounting Officer | Mar 2008–present | Oversees accounting controls and compliance; signatory on SEC filings . |
| KLA Corporation | Vice President & Corporate Controller | May 2003–Mar 2008 | Corporate controllership and financial reporting leadership . |
| KLA India | Management responsibilities | Aug 2006–Aug 2007 | Regional finance/management oversight . |
| KLA Corporation | Various finance positions | 1993–1999 | Division finance roles building operational finance capability . |
| Atmel Corporation | Corporate Controller | Jun 2002–Apr 2003 | Led public-company controllership for semiconductor IC manufacturer . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Atmel Corporation | Corporate Controller | 2002–2003 | Public semiconductor IC company experience . |
Fixed Compensation
Not disclosed for Kirloskar (he is not a Named Executive Officer in FY2025) .
Performance Compensation
KLA’s executive incentive architecture (applies to NEOs; typical for senior officers). While Kirloskar’s specific targets/payouts are not disclosed, the frameworks below indicate alignment mechanisms used company‑wide.
| Metric | Weighting | Target | Actual | Payout/Effect | Notes |
|---|---|---|---|---|---|
| Operating Margin Dollars (calendar 2024) | — | $3.93B | $4.404B | 144% funding pre individual multipliers | Cash bonus grid funding driven by Operating Margin Dollar and Balanced Scorecard . |
| Balanced Scorecard (financial, market, execution, talent) | Category weights 20%/15%/15%/40%/10% | “Primarily meets” (3+) target | Board rating “4+” | Contributes to 144% funding | Categories and weights: Revenue 20%; Gross Margin 15%; Operating Margin 15%; Market & program execution 40%; Talent 10% . |
| PRSUs – Relative Free Cash Flow Margin | — | 55th percentile (100% target shares) | Determined post FY2027 | 25%/100%/200% at 30th/55th/80th percentile | 2025 PRSUs vest 100% at 3 years upon performance certification; max increased to 200% with 80th percentile threshold . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct beneficial ownership (post-transaction) | 2,254.491 shares, including 1,951.639 shares issuable upon vesting of RSUs . |
| Insider transaction (Aug 8, 2025) | Sold 338 shares at $913/share ($308,594) under a Rule 10b5‑1 plan adopted Feb 20, 2025 . |
| Insider transaction (Form 4 filing reference) | Form 4 filed Aug 12, 2025 covering transactions on Aug 8, 2025 . |
| Stock ownership guidelines (SVP) | Expected to own KLA stock valued at ≥2x base salary; unearned PRSUs don’t count; RSUs and earned PRSUs count . |
| Hedging/Pledging | Prohibited for officers and employees; anti‑hedging/pledging policy in place . |
| Options | KLA does not currently grant new options; recent grants are RSUs/PRSUs . |
Employment Terms
| Topic | Company Policy/Disclosure | Kirloskar-specific |
|---|---|---|
| Compensation governance | Compensation and Talent Committee approves cash/equity compensation for executive officers (other than CEO) . | Not individually disclosed. |
| Clawback | SEC/NASDAQ-compliant recovery policy effective Oct 2, 2023 for erroneously awarded incentive comp . | Applies to Section 16 officers. |
| Change‑of‑Control (CoC) | Double‑trigger benefits; accelerated vesting under severance plans; no single‑trigger CoC . | Participation not disclosed for Kirloskar. |
| Severance | Original (CEO) and 2010 Executive Severance Plans (EVP/SVP participants listed) with salary multiples and pro‑rated bonus; accelerated equity on CoC . | Not disclosed for Kirloskar. |
| Insider trading | Policy governs purchases/sales; 10b5‑1 plans used; policy filed with FY2025 10‑K . | 10b5‑1 plan on Feb 20, 2025 referenced in Form 4 . |
Performance & Track Record
| Measure | FY2025/Context | Source |
|---|---|---|
| Revenue | $12,156,162 (thousands) | |
| Net income attributable to KLA | $4,061,643 (thousands) | |
| Capital returns (dividends + buybacks) | $3,054,540 (thousands) | |
| TSR vs benchmarks | KLA TSR outpaced S&P 500 and Philadelphia Semiconductor Index over 3‑ and 5‑year horizons (illustrative charts) |
Compensation Peer Group (Benchmarking)
| Peer Companies Used (FY2025) |
|---|
| Advanced Micro Devices; GLOBALFOUNDRIES; Micron; Skyworks; Analog Devices; Keysight; MKS; Teradyne; Applied Materials; Lam Research; NVIDIA; Texas Instruments; Broadcom; Marvell; ON Semiconductor; Corning; Microchip; Qorvo . |
Say‑on‑Pay & Governance Signals
- 2024 say‑on‑pay support ~92.5% FOR, indicating broad investor approval of executive compensation program .
- Anti‑hedging/pledging policy, stock ownership guidelines, and clawback framework strengthen alignment and risk controls .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for officers; reduces misalignment risk .
- Tax gross‑ups: Not provided in change‑of‑control/severance benefits; shareholder‑friendly .
- Option repricing: No new options; equity via RSUs/PRSUs; reduces repricing risk .
- Related‑party transactions: FY2025 disclosures limited to director‑affiliated entities; none indicate material executive conflicts .
Investment Implications
- Alignment: Long-tenured CAO with de minimis share ownership but governed by strict ownership/anti‑hedging/pledging policies and company‑wide clawback—reduces agency risk even without large “skin in the game” .
- Selling pressure: Recent Form 4 sale (338 shares) executed under a 10b5‑1 plan suggests pre‑scheduled diversification; monitor future Form 4s around quarterly vesting cycles given RSU/PRSU structures that vest over 3–4 years .
- Pay‑for‑performance architecture: KLA’s cash bonus grid and PRSU design tied to Operating Margin Dollars and Relative Free Cash Flow Margin create disciplined capital stewardship incentives that likely cascade to senior finance leaders (Kirloskar’s domain) .
- Company backdrop: Strong FY2025 fundamentals and multi‑year TSR outperformance provide a supportive context for retention; continued adherence to governance safeguards (no single‑trigger CoC, no gross‑ups) mitigates shareholder risk .