Abhijit Y. Talwalkar
LAM RESEARCHAbout Abhijit Y. Talwalkar
Abhijit Y. Talwalkar is the independent Chair of Lam Research’s Board, a director since 2011, age 61, and currently serves on the Compensation & Human Resources, Nominating & Governance, and Innovation & Technology committees; he holds a B.S. in Electrical Engineering from Oregon State University . He is the former President & CEO of LSI Corporation (2005–2014) and previously held senior leadership roles at Intel; he is also a current director at Advanced Micro Devices (AMD), iRhythm Technologies (Chair of the Board), and TE Connectivity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LSI Corporation | President & Chief Executive Officer | May 2005 – May 2014 | Led the company through its merger with Avago Technologies in May 2014 . |
| Intel Corporation | Corporate VP & Co-GM, Digital Enterprise Group; VP & GM, Enterprise Platform Group | 1993 – 2005 | Senior P&L roles across business client, server, storage and communications groups; enterprise computing strategy . |
| Sequent Computer Systems | Senior engineering and marketing positions | Prior to 1993 | Company later became part of IBM . |
| Bipolar Integrated Technology | Senior engineering and marketing positions | Prior to 1993 | VLSI bipolar semiconductor focus . |
| Lattice Semiconductor | Senior engineering and marketing positions | Prior to 1993 | Programmable design solutions . |
External Roles
| Company | Role | Since | Committees/Positions |
|---|---|---|---|
| Advanced Micro Devices (AMD) | Director | June 2017 | Chair, Innovation & Technology Committee; member, Compensation & Leadership Resources; prior service on Nominating & Corporate Governance and Innovation & Technology . |
| iRhythm Technologies | Chair of the Board; Director | May 2016 | Member, Compensation & Human Capital Management and Nominating & Corporate Governance; prior Audit Committee service . |
| TE Connectivity | Director | March 2017 | Chair, Management Development & Compensation Committee; prior Audit Committee service . |
Board Governance
- Independence and leadership: The Board has determined all current directors except the CEO (Mr. Archer) are independent; Lam has an independent Board Chair, currently Mr. Talwalkar .
- Committee assignments (current): Compensation & Human Resources (member; past chair 2012–2015), Nominating & Governance (member; past chair 2015–2019), Innovation & Technology (member since 2024) .
- Attendance and meetings: In FY2025, the Board met 5 times; all directors attended at least 75% of aggregate Board and committee meetings; FY2025 meetings included Compensation (5), Nominating & Governance (4), Innovation & Technology (4) .
- Director commitments and limits: Policy limits directors to ≤4 public company boards (including Lam); the proxy reports 0 nominees exceed this; Mr. Talwalkar currently serves on three other public boards (AMD, iRhythm, TE Connectivity), consistent with policy .
- Stock ownership, hedging/pledging: Directors must hold ≥5x annual cash retainer within 5 years; all directors are compliant or within the guideline period; hedging and pledging of Lam stock are prohibited .
Fixed Compensation
| Component (Program) | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer – Non-employee director (CY2025/CY2024) | $100,000 / $100,000 | |
| Additional cash retainer – Board Chair (CY2025/CY2024) | $152,500 / $152,500 | |
| Committee member retainers (each) – CHRC/NGC/ITC | $10,000 per committee (member); CHRC Chair $30,000; NGC Chair $20,000; ITC Chair $20,000 | |
| Mr. Talwalkar – Fees Earned in Cash (FY2025) | $282,500 total: $100,000 (director), $152,500 (Chair), $10,000 (CHRC member), $10,000 (ITC member), $10,000 (NGC member) | |
| Director comp targeting | Program targets median of Lam’s designated Peer Group; last amended May 2024 |
Performance Compensation
| Equity Element | Grant Details | Vesting/Terms | Value |
|---|---|---|---|
| Annual RSU grant (directors) | Granted Nov 8, 2024 for CY2025 service; 2,950 RSUs each (ex-CEO) based on 30-day avg price $77.95 and $230,000 target value | Generally vests Oct 31, 2025; accelerates upon death/disability, corporate transaction, or if annual meeting precedes vest and director not re-elected/retires/resigns effective immediately prior | Mr. Talwalkar FY2025 equity grant fair value $228,094 (ASC 718) |
| Director total compensation limits (plan) | Aggregate annual limit: $1,000,000 per non-employee director; $1,500,000 for non-executive Board Chair | Applies to total cash and equity compensation | — |
- Performance metrics tied to director pay: None disclosed; director equity awards are service-based RSUs (not performance-conditioned) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Public boards (current) | AMD; iRhythm Technologies (Chair); TE Connectivity . |
| Potential interlocks/related parties | Audit Committee oversees related-party/Item 404 matters; Company reports no transactions since start of FY2025 in which a director, director nominee, executive officer, or their immediate family had a material interest and amount exceeded $120,000 . |
Expertise & Qualifications
- Key skills attributed by Lam: Industry Knowledge; Customer/Deep Technology Knowledge; Marketing/Disruptive Technology/Strategy; Leadership; Finance; Global Business; M&A; Comparative Board/Governance; Human Capital Management; Risk Management .
- Education: B.S., Electrical Engineering, Oregon State University .
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Shares beneficially owned (as of Sep 5, 2025) | 108,360 shares; less than 1% of outstanding . |
| Included vesting within 60 days (as of Sep 5, 2025) | 2,950 RSUs expected to vest within 60 days; 2025 director awards generally vest Oct 31, 2025 . |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy . |
| Ownership guidelines | Directors required to hold ≥5x annual cash retainer; all directors in compliance or within time window . |
Governance Assessment
-
Positives/supports investor confidence
- Independent Board Chair with broad semiconductor operating pedigree and multi-committee engagement; independence affirmed under Nasdaq standards .
- Strong attendance culture (all nominees ≥75%); structured committee oversight (e.g., CHRC 5 meetings; NGC 4; ITC 4 in FY2025) .
- No director-related party transactions disclosed in FY2025; Audit Committee oversight in place .
- Director pay aligned to peer median, simple mix (cash + service-based RSUs), with formal total-comp limits and standardized vesting/acceleration terms .
- Ownership alignment through stock ownership guidelines; hedging/pledging prohibitions reduce misalignment risks .
- Company-wide say-on-pay has received >90% approval in 2021–2024, indicating broad shareholder support for overall compensation governance .
-
Watch items/RED FLAGS to monitor
- Board commitments near policy cap: Mr. Talwalkar serves on three other public company boards (plus Lam), which equals Lam’s policy maximum of four; the Nominating & Governance Committee annually evaluates commitments (currently in compliance) .
- Director equity is service-based (no performance conditions). While standard for boards, it provides less direct pay-for-performance linkage than PRSUs used for executives .
Overall, Talwalkar’s independent leadership, deep sector expertise, adherence to ownership/anti-hedging policies, and absence of related-party exposures support board effectiveness; ongoing monitoring of external board load is warranted given proximity to Lam’s cap .