Abhijit Y. Talwalkar

About 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 .