Bethany J. Mayer

About Bethany J. Mayer

Bethany J. Mayer, age 63, has served as an independent director of Lam Research (LRCX) since 2019. She is an Audit Committee Financial Expert and currently serves on the Audit, Nominating & Governance, and Innovation & Technology committees. Mayer holds an M.S. in Cybersecurity Risk & Strategy (NYU), an MBA (CSU–Monterey Bay), and a B.S. in Political Science (Santa Clara University) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Siris Capital Group LLC	Executive Advisor; previously Executive Partner	Executive Advisor May 2021–Sep 2024; Executive Partner Jan 2018–Apr 2021	PE operating/technology advisor
Sempra Energy	EVP, Corporate Development & Technology	Nov 2018–Jan 2019	Technology and corporate development leadership
Ixia (acquired by Keysight)	President & CEO	Sep 2014–Dec 2017	Led sale to Keysight in 2017
Hewlett-Packard (HP)	SVP & GM, Networking BU and NFV BU; previously VP, Worldwide Marketing & Alliances (ESSN)	2010–2014	Led networking and NFV strategy
Blue Coat Systems; Cisco Systems; Apple	Various leadership roles	Not specified	Network/security and hardware leadership experience

External Roles

Organization	Role	Tenure	Committees/Impact
Box, Inc. (Public)	Chair of the Board; Chair, Compensation Committee; former Operating Committee member	Apr 2020–present	Board leadership; comp oversight
Hewlett Packard Enterprise (Public)	Director	Jun 2023–present	Audit Committee; Technology Committee member
Astera Labs, Inc. (Public)	Director	Jun 2024–present	Audit Committee member
Mainspring Energy (Private)	Director	Oct 2024–present	Green energy focus
Securonix (Private)	Director	Oct 2024–present	Security analytics
Celestial AI (Private)	Director	Apr 2023–present	Chair, Compensation Committee
Prior public boards	Marvell Technology Group (former); Sempra (former); Delphi Automotive PLC (former)	Various	Served on audit, nom/gov, and exec comp committees; Sempra: chaired Safety, Sustainability & Technology Committee

Board Governance

Independence status: Independent director; Board has determined all directors other than the CEO are independent under Nasdaq rules . Mayer is listed as independent in the director summary .
Committee assignments (as of Sept 5, 2025): Audit (Member; Audit Committee Financial Expert), Nominating & Governance (Member), Innovation & Technology (Member) .
Attendance: All directors attended at least 75% of Board and committee meetings in FY2025; Board met 5 times; Audit 9; Nominating & Governance 4; Innovation & Technology 4 .
Board leadership: Independent Chair (A. Talwalkar); independent directors meet in executive session each regular meeting .
Related-party/Conflicts: Audit Committee oversees related-party and conflict-of-interest situations; Company reports no related-party transactions >$120,000 and no director/officer family relationships in FY2025 .

Fixed Compensation

Component	Amount	Notes
Annual director retainer (2025)	$100,000	Standard non-employee director cash retainer
Audit Committee member fee	$15,000	Annual cash retainer for Audit members
Nominating & Governance Committee member fee	$10,000	Annual cash retainer
Innovation & Technology Committee member fee	$10,000	Annual cash retainer
Total cash fees (FY2025)	$135,000	Sum of above; disclosed as Mayer’s FY2025 cash fees

Program design: Non-employee director compensation targets the peer-group median and is reviewed annually; elements at/below 50th percentile are automatically adjusted every other year. The plan includes limits on outside director total compensation and pro-rated awards for mid-year appointments .

Performance Compensation

Grant Type	Grant Date	Shares/Units	Grant-Date Fair Value ($)	Vesting
RSU (annual director grant for CY2025 service)	Nov 8, 2024	2,950	228,094	Generally vests Oct 31, 2025; immediate vest on certain events (e.g., death/disability; corporate transaction; not re-elected at earlier annual meeting)

Notes:

Director equity is time-based RSUs; no performance metrics apply to director equity awards .
Annual director equity target value is $230,000; share count based on 30-day average price ($77.95) prior to grant date .

Other Directorships & Interlocks

Company	Industry Overlap	Potential Interlock/Conflict Notes
Box, Inc.	Enterprise software	Board leadership role; no related-party transactions reported with Lam
Hewlett Packard Enterprise	Enterprise IT	Mayer serves on HPE Audit/Technology Committees; no related-party transactions reported with Lam
Astera Labs, Inc.	Semiconductor connectivity for AI/cloud	Audit Committee member; no related-party transactions reported with Lam

Lam policy prohibits hedging and pledging of company stock and requires disclosure/review of potential conflicts; no Lam-related transactions or family relationships were disclosed for FY2025 .

Expertise & Qualifications

Audit/Finance: Audit Committee Financial Expert; finance and P&L oversight experience .
Cybersecurity: Cyber oversight experience; holds M.S. in Cybersecurity Risk & Strategy .
M&A/Strategy and Operations: CEO/GM roles (Ixia, HP Networking/NFV); M&A and integration expertise .
Human Capital/Risk Management/Manufacturing: Experience spans HCM oversight and enterprise risk; operations/manufacturing background relevance noted in board skills matrix .

Equity Ownership

Metric	Value	As-of/Notes
Shares beneficially owned	31,880	As of Sept 5, 2025 (record date)
Ownership % of outstanding	<1%	Company denotes “less than 1%”; SO shares outstanding 1,261,032,300
RSUs vesting within 60 days of record date	2,950	From annual director grant vesting around Oct 31, 2025
Hedging/Pledging	Prohibited	Insider Trading Policy prohibits hedging/pledging; limited exchange fund exception
Stock ownership guideline	5x annual cash retainer	Non-employee directors must reach 5x retainer within 5 years; directors in compliance or within time period

Insider Trades (Form 4 summary)

Filing/Txn Date	Type	Shares	Price ($)	Post-Txn Ownership	D/I	Source (SEC URL)
2025-11-10 / 2025-11-07	Award (RSU)	1,635	0.00	3,287	D	https://www.sec.gov/Archives/edgar/data/707549/000140569325000009/0001405693-25-000009-index.htm
2025-11-10 / 2025-11-10	Gift	1,622	0.00	30,552	I	https://www.sec.gov/Archives/edgar/data/707549/000140569325000009/0001405693-25-000009-index.htm
2025-11-10 / 2025-11-07	Sale	30	159.52	3,257	D	https://www.sec.gov/Archives/edgar/data/707549/000140569325000009/0001405693-25-000009-index.htm
2025-11-04 / 2025-11-03	Sale	1,298	159.99	1,652	D	https://www.sec.gov/Archives/edgar/data/707549/000140569325000007/0001405693-25-000007-index.htm
2025-01-21 / 2024-11-06	Gift (Amendment)	28,930	0.00	28,930 (I) / 0 (D)	I/D	https://www.sec.gov/Archives/edgar/data/707549/000070754925000002/0000707549-25-000002-index.htm
2024-11-12 / 2024-11-08	Award (RSU)	2,950	0.00	2,950	D	https://www.sec.gov/Archives/edgar/data/707549/000070754924000152/0000707549-24-000152-index.htm
2024-11-07 / 2024-11-06	J-Other (administrative)	28,930	0.00	28,930 (I) / 0 (D)	I/D	https://www.sec.gov/Archives/edgar/data/707549/000070754924000136/0000707549-24-000136-index.htm
2024-11-04 / 2024-11-01	Sale	1,660	75.155	28,930	D	https://www.sec.gov/Archives/edgar/data/707549/000070754924000132/0000707549-24-000132-index.htm

Note: Company effected a 10-for-1 stock split on Oct 2, 2024; share counts/prices reflect split-adjusted values in the proxy and Forms 4 .

Governance Assessment

Strengths for investor confidence:
- Independent director with Audit Committee Financial Expert designation; serves on three key committees (Audit, N&G, Innovation & Technology), enhancing oversight bandwidth .
- High engagement: all directors ≥75% attendance; Audit met 9 times in FY2025; robust risk, cyber, and compliance oversight embedded in committee charters .
- Alignment mechanisms: time-based RSUs, stock ownership guidelines (5x retainer), hedging/pledging prohibited; equity plan subject to clawback provisions .
- No related-party transactions or family relationships disclosed for FY2025; board-level independence reaffirmed .
Watch items (not necessarily red flags):
- Outside commitments: Mayer serves on three other public boards (HPE, Box, Astera Labs) and sits on three audit committees including Lam; this is within Lam’s limits (≤4 total boards; ≤3 audit committees) but is at the audit-committee cap, warranting continued monitoring of workload/overboarding risk .

Appendix: Key Disclosures and References

Committee Assignments and Expertise Matrix references .
Board policies and attendance .
Director compensation structure and FY2025 compensation .
Beneficial ownership and RSUs vesting within 60 days .
Related-party transactions policy and FY2025 disclosure .
Biography and education .