Ava A. Harter

About Ava A. Harter

Ava A. Harter is Senior Vice President, Chief Legal Officer and Secretary of Lam Research (joined July 8, 2024). She previously served as EVP & CLO at Whirlpool, was General Counsel at Owens Corning, and held senior legal roles at GE and Dow; she also practiced at Jones Day and Thompson Hine and taught as an adjunct professor at Case Western Reserve University School of Law . Harter holds a J.D. from Northwestern University School of Law, an M.A. in Sociology from the University of Nebraska, and a B.A. in Political Science from Northwestern University . During her first year at Lam (CY2024), the company delivered ~$16.2B revenue (+~13% YoY) and ~$4.6B operating cash flow (28% of revenue), amid a strengthening wafer fab equipment cycle .

Past Roles

Organization	Role	Years	Strategic Impact
Whirlpool Corporation	EVP & Chief Legal Officer	2020–2024	Led global legal, security, and claims; Executive Committee member
Owens Corning	SVP, General Counsel & Corporate Secretary	2015–2020	Oversaw legal, corporate affairs, and government affairs globally .
GE / Taleris (GE Aviation–Accenture JV)	Various senior legal roles; GC & CCO at Taleris	~2012–2015 (Taleris); prior at GE	Managed aviation, compliance, and JV matters .
Dow Chemical	Corporate/Commercial Counsel	Prior to GE	Broad corporate and commercial legal work .
Jones Day; Thompson Hine	Associate; Senior Associate	Early career	Corporate litigation and advisory foundation .

External Roles

Adjunct Professor, Case Western Reserve University School of Law (past) .
No current public company directorships disclosed in Lam filings.

Fixed Compensation

Metric	CY2024	CY2025
Base Salary ($)	670,000 (effective upon hire 7/8/2024)	693,450 (effective 2/17/2025)
AIP Target (% of Salary)	90% (prorated for partial year)	90% implied by SVP class; specific % not separately stated in CY2025 tables for Harter (AIP target $624,105 based on 2025 salary)
AIP Target ($)	291,852 (pro‑rated)	624,105
AIP Actual Payout ($)	357,314 (Factors: CPF 1.06; Profitability 1.10; Individual 1.05)	—

Notes: CY = calendar year orientation used by Lam’s compensation program .

Performance Compensation

Annual Incentive Program (AIP) – Design and CY2024 outcomes

Weighting: three Performance Factors weighted equally; Funding Factor caps at 250% of target .
Metrics defined:
- Corporate Performance Factor: non‑GAAP operating margin .
- Profitability Performance Factor: non‑GAAP gross margin .
- Individual Performance Factor: market execution, safety/quality/customer satisfaction, human capital/sustainability, and financial performance .
CY2024 results and payout for Harter (pro‑rated for start date):
- AIP payout: $357,314; Factors applied: Corporate 1.06, Profitability 1.10, Individual 1.05 .
- Target award opportunity: $291,852 (prorated; 90% of base salary) .

AIP Component (CY2024)	Weight	Target	Actual/Payout Basis
Corporate Performance (non‑GAAP op margin)	1/3	Included in target	1.06x factor
Profitability Performance (non‑GAAP gross margin)	1/3	Included in target	1.10x factor
Individual Performance	1/3	Included in target	1.05x factor
Funding Factor (Cap)	—	Max 250%	250% cap for CY2024 plan

Long‑Term Incentive Program (LTIP)

LTIP structure: Market‑based PRSUs (relative TSR) + service‑based RSUs; stock options removed beginning with 2025/2027 LTIP. Negative absolute TSR caps payout at 100% for 2025/2027 .

LTIP Cohort	Target Award ($)	Vehicles & Mix	Awards Granted (Units)	Key Terms
2024/2026 LTIP (granted 8/5/2024 for new hire)	4,000,000	55% PRSUs; 15% Options; 30% RSUs	PRSUs target 22,030; max 33,045	3‑yr performance (relative to XSOX for 2022/24 cohort; PRSU payout range 0–150%); options 18,030 @ $77.04
2025/2027 LTIP (granted 2/28/2025)	3,500,000	55% PRSUs; 45% RSUs (no options)	PRSUs target 23,663; RSUs 19,360	3‑yr performance; relative TSR percentile vs index constituents; negative TSR cap at 100%

New‑hire retention equity: Additional service‑based RSU award $3,500,000 on 8/5/2024 vesting in three equal annual installments on each anniversary of grant (Aug 5, 2025/2026/2027); units 35,050 . Sign‑on cash bonus: $500,000 (repayable if employment ends within 24 months for reasons within her control) .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (as of 9/5/2025)	15,046 shares; <1% of outstanding
Shares vesting/exercisable within 60 days (incl. options/RSUs)	6,010 shares
Pledging/Hedging	Prohibited under Lam’s insider trading policy; governance highlights confirm hedging and pledging prohibited
Ownership guidelines	Lam maintains executive ownership guidelines; NEOs have met or have time remaining to comply

Insider selling/vesting cadence:

Near‑term vesting from the new‑hire RSU (35,050 units) occurs annually on each Aug 5 in 2025–2027, creating potential periodic liquidity windows that could contribute to selling pressure if shares are used for tax withholding or diversification .
No option exercises reported for Harter in FY2025; 4,000 stock awards vested with $306,960 value realized in FY2025 .

Employment Terms

Term	Summary
Start Date / Role	July 8, 2024; SVP, Chief Legal Officer and Secretary
Severance policy (non‑CIC)	Tier 1 terms apply to CEO/President/EVP, but Harter as SVP is a covered executive (non‑Tier 1). Disability/death provisions include pro‑rata AIP and vesting of certain service‑ and performance‑based awards as specified .
Change‑in‑Control (double‑trigger)	For covered executives (includes NEOs): upon Involuntary Termination on/after announcement or within 24 months post‑CIC: 150% of base salary + 150% of Five‑Year Average AIP, plus pro‑rata Five‑Year Average; certain health benefits; service‑based awards vest; market‑based PRSUs convert to cash per award agreement methodology .
Non‑compete/Non‑solicit	Payments/benefits conditioned on compliance with confidentiality and non‑compete obligations; release includes a six‑month non‑solicit .
Clawback	Dodd‑Frank compliant policy (effective 2023) requires recoupment of excess incentive‑based compensation upon restatement, regardless of fault; supersedes prior clawback policy for covered periods .
Tax gross‑ups	No 280G/4999 gross‑ups; relocation tax gross‑ups may be provided company‑wide (Harter received $42,333 relocation gross‑up; relocation expenses $95,646) .

Potential Payments (as of 6/29/2025 scenario modeling)

Component	Disability/Death ($)	Not for Cause ($)	Change in Control/Acquisition ($)
Severance	—	—	1,040,175
Short‑term Incentive (5‑yr avg)	—	—	1,107,378
Short‑term Incentive (pro‑rata)	260,044	—	307,605
Stock Options (unvested/accelerated)	242,335	—	242,335
Service‑based RSUs (unvested/accelerated)	6,068,196	—	6,068,196
Performance‑based RSUs (unvested/accelerated or converted)	5,129,827	—	4,378,763
Health Benefits (COBRA/retiree)	10,915	10,915	10,915
Total	11,711,317	10,915	13,155,367

Notes: Modeled using Lam’s stated methodology and 6/27/2025 stock price of $97.20; amounts assume termination or CIC on 6/29/2025 per proxy .

Compensation Structure Analysis

Pay mix shift lowers risk: 2025 LTIP removed stock options and increased RSUs (SVPs: 55% PRSUs / 45% RSUs), improving value resilience amid semiconductor volatility; negative absolute TSR cap at 100% mitigates windfalls in down markets .
Strong pay‑for‑performance link: AIP uses non‑GAAP operating and gross margin plus balanced individual metrics; 2024 funding capped at 250% with actual factors of 1.06/1.10/1.05, yielding pro‑rated payout for Harter .
Governance guardrails: Robust clawback; prohibition on hedging/pledging; no change‑in‑control tax gross‑ups; stock ownership guidelines in place .

Compensation Peer Group & Say‑on‑Pay

Peer Group: Broad set of semiconductor, equipment, and hardware leaders including AMAT, KLA, NVIDIA, AMD, QCOM, TXN, ADI, Intel, Broadcom, NXP, ON, Corning, Agilent, etc. .
Say‑on‑Pay: Support exceeded 90% from 2021 to 2024, reflecting investor alignment with program design .

Related Party Transactions and Red Flags

Related party transactions: None requiring disclosure for FY2025 .
Repricing: Prohibited without stockholder approval .
Pledging/Hedging: Prohibited by policy .
Clawback: In force, restatement‑based recovery regardless of fault .

Expertise & Qualifications

Education: J.D. (Northwestern), M.A. Sociology (Nebraska), B.A. Political Science (Northwestern) .
Domain experience: Fortune 500 CLO roles; regulated industries; government/regulatory affairs; executive leadership of global legal organizations .

Performance & Track Record

Company operating backdrop during tenure start: CY2024 revenue ~$16.2B (+~13% YoY); operating cash flow ~$4.6B (28% of revenue); dividends ~$1.1B .

Investment Implications

Retention risk: Moderate. Harter received a $3.5M new‑hire RSU vesting over three years and sizeable LTIP allocations for 2024/26 and 2025/27, creating meaningful unvested equity that supports retention through 2027 .
Alignment: Strong. Prohibition on pledging/hedging, ownership guidelines, performance‑based PRSUs with relative TSR and a negative TSR cap, and no CIC tax gross‑ups align executive incentives with shareholder outcomes .
Near‑term selling pressure: Annual vesting dates (Aug 5) on the new‑hire RSUs and ongoing RSU/PRSU vesting could generate periodic tax‑withholding and diversification‑related sales, but policy guardrails remain robust .
Change‑in‑control economics: Double‑trigger benefits for covered executives are standard (150% salary and 5‑yr AIP average, equity treatment, health benefits), not excessive relative to peers; modeled CIC payout for Harter totals ~$13.2M as of FY2025 year‑end scenario .

Citations:
External sources: Lam announcement and background/education .