Eric K. Brandt

About Eric K. Brandt

Independent director since 2010 (age 63); current Audit Committee Chair (chair since 2024; previously 2014–2020), former Compensation & Human Resources Committee Chair (2020–2024), and member of the Nominating & Governance Committee since 2019. Former EVP & CFO of Broadcom; prior CEO of Avanir Pharmaceuticals and CFO/Senior finance roles at Allergan. Education: B.S. Chemical Engineering (MIT) and MBA (Harvard); designated Audit Committee Financial Expert and completed Nasdaq/NYU and NACD cybersecurity programs .

Past Roles

Organization	Role	Tenure	Committees/Impact
Broadcom Corporation	Executive Vice President & Chief Financial Officer	Mar 2007–Feb 2016	Led finance at major semiconductor supplier
Avanir Pharmaceuticals	President & Chief Executive Officer	Sep 2005–Mar 2007	Turnaround leadership
Allergan Inc.	EVP–Finance & Technical Operations; Chief Financial Officer; other senior roles	May 1999–2005	Senior finance/operations leadership
Vertex Pharmaceuticals (public board)	Director; Audit Committee Chair; Nominating & Governance member	2002–2009	Audit oversight at large-cap biotech
Yahoo!/Altaba (public → private)	Chair of Board; Audit Chair; Nominating & Governance Chair; Compensation member	2016–2017 (Yahoo!), inception onward (Altaba)	Governance leadership during transition/liquidation
Dentsply Sirona (public board)	Non‑Executive Chair; Executive Committee Chair; member of Nominating & Governance, Human Resources, Audit & Finance	2004–2024	Board leadership; multiple committee roles
The Macerich Company (public board)	Director; Capital Allocation Committee Chair; Compensation member	Jun 2018–Jun 2025	Capital allocation oversight

External Roles

Company	Role	Since	Committees
Nutanix, Inc. (public)	Director	May 2025	Audit Committee member
Option Care Health, Inc. (public)	Director	May 2024	Compensation; Regulatory & Compliance; prior Finance & Investment
Gen Digital Inc. (public)	Director	Feb 2020	Audit Committee Chair; Nominating & Governance member
Altaba Inc. (private)	Director	Inception	Audit Chair; prior Chair of Board; Nominating & Governance Chair; Compensation member

Board Governance

Committee assignments: Audit (Chair since 2024; previously 2014–2020), Compensation & Human Resources (Chair 2020–2024), Nominating & Governance (Member since 2019) .
Independence: Determined independent under Nasdaq rules; Board majority independent and independent Chair structure; executive sessions of independent directors held regularly .
Attendance: All directors attended ≥75% of Board and committee meetings; Audit Committee met 9 times in FY2025; Compensation 5; Nominating & Governance 4 .
Financial expertise: Board determined Brandt is an “audit committee financial expert” .
Oversight signal: As Audit Chair, led auditor transition from EY to KPMG in September 2025 following annual evaluation; no disagreements/reportable events disclosed .

Fixed Compensation

Component	Amount ($)	Timing/Notes
Annual Director Cash Retainer	100,000	Program levels unchanged YOY (2025 vs 2024)
Audit Committee Chair Retainer	35,000	2025
Nominating & Governance Committee Member Retainer	10,000	2025
Fees Earned or Paid in Cash (FY2025 – Brandt)	145,000	Sum of roles above
Stock Awards (FY2025 – Brandt)	228,094	2,950 RSUs granted Nov 8, 2024; fair value per ASC 718
Total (FY2025 – Brandt)	373,094	Cash + stock fair value

Program structure:

Non‑employee directors receive annual cash retainers plus supplemental chair/member fees; no meeting fees disclosed .
Annual director equity targeted at $230,000, granted as RSUs; number determined by 30‑day average price; no dividends on unvested awards .

Performance Compensation

Equity Award Terms (Director)	Detail
Grant	2,950 RSUs granted Nov 8, 2024 for CY2025 service; fair value $228,094
Vesting	Generally vests Oct 31, 2025, subject to continued service; acceleration on death/disability; corporate transaction; certain non‑re‑election scenarios; minimum 1‑year vest standard applies (with enumerated exceptions)
Annual Limits	Non‑employee director total cash+equity capped at $1,000,000; non‑executive Chair $1,500,000
Clawback	Equity subject to Lam’s clawback policy and applicable law

Note: Director awards are service‑based RSUs (no performance metrics disclosed for director compensation). Lam’s executive (NEO) incentives use non‑GAAP operating margin, non‑GAAP gross margin, and relative TSR; not applicable to non‑employee director pay .

Other Directorships & Interlocks

Indicator	Detail
Other current public boards	Nutanix; Option Care Health; Gen Digital
Board commitment policy	Directors limited to ≤4 public boards (including Lam); audit committee limits enforced; annual evaluation of commitments; Brandt’s current board roles comply
Sector interlocks	No Lam‑disclosed related‑party transactions with Brandt or his immediate family in FY2025; audit committee oversees potential conflicts

Expertise & Qualifications

Financial leadership: Former public‑company CFO (Broadcom; Allergan); deep P&L, capital markets, and M&A experience .
Governance: Chair roles across multiple public boards; extensive audit/compensation/nominating committee service .
Technology and semiconductor knowledge: Experience in semiconductor and broader technology markets .
Cybersecurity: Audit oversight of information security; formal cyber education credentials; recognized expertise .

Equity Ownership

Metric	Value
Shares beneficially owned	287,070; less than 1% of class
RSUs vesting within 60 days of record date	2,950 (2025 director grant)
Unvested RSUs outstanding at FY2025 year‑end	2,950 (director grant)
Stock ownership guidelines	Directors must hold ≥5x annual cash retainer; Board indicates directors are in compliance or have time remaining to comply
Hedging/pledging	Prohibited by policy

Governance Assessment

Strengths:
- Independence and engagement: Independent director with strong attendance; active Audit Chair oversight, including auditor rotation—no disagreements reported .
- Financial/cyber expertise: Audit Committee Financial Expert with formal cybersecurity training; aligns with Lam’s oversight priorities (financial reporting, cyber risk) .
- Pay alignment and discipline: Director compensation mix balanced (cash + RSUs); program targets market median; annual limits and minimum vesting; equity subject to clawback; no tax gross‑ups disclosed for executives and clawback applies to awards .
- Ownership alignment: RSU grants and stock ownership guidelines promote “skin‑in‑the‑game”; hedging/pledging prohibited .
- Shareholder confidence signal: Say‑on‑Pay support exceeded 90% from 2021–2024; robust governance engagement disclosures .
Watch items:
- Tenure/overboarding optics: Long tenure (since 2010) and multiple external boards; Lam’s policy caps and Board monitoring mitigate overcommitment risk; 2025 composition shows zero nominees on >4 boards .
- Related‑party/transactions: No director‑related transactions >$120,000 in FY2025; continued audit committee oversight of related parties (e.g., large shareholders) .

Overall, Brandt’s audit and finance credentials, committee leadership, and policy‑aligned compensation/ownership support board effectiveness and investor confidence; no material conflicts or red flags disclosed in FY2025 proxy .