Ita M. Brennan

About Ita M. Brennan

Ita M. Brennan (age 58) is an independent director of Lam Research (LRCX) since 2024 and serves on the Audit Committee, where she is designated an “audit committee financial expert.” She is a former public-company CFO with deep finance, audit, and technology-sector experience, and is a Chartered Accountant (Institute of Chartered Accountants in Ireland) and a Deloitte alumna.

Past Roles

Organization	Role	Tenure	Committees/Impact
Arista Networks, Inc.	SVP & Chief Financial Officer	May 2015 – Feb 2024	Led finance for a cloud networking company; extensive public-company finance and accounting oversight
QuantumScape Corporation	Chief Financial Officer	Mar 2014 – May 2015	Built finance function at energy tech/battery company
Infinera Corporation	Chief Financial Officer; previously VP Finance & Corporate Controller	Jul 2006 – Feb 2014; Controller Jul 2006 – Jul 2010	Public-company CFO in telecom equipment; SEC and governance exposure
Maxtor Corporation	Various finance roles incl. VP Finance, worldwide operations	1997 – 2006	Global operations finance leadership in storage hardware
Deloitte & Touche (Ireland and U.S.)	Public accounting (early career)	Not disclosed	Audit/assurance foundation; Chartered Accountant credential

External Roles

Organization	Role	Tenure	Committees/Impact
Cadence Design Systems, Inc. (public)	Director	Mar 2020 – present	Chair, Nominating & Corporate Governance; Member, Audit
Planet Labs PBC (public)	Director	Jun 2021 – present	Chair, Audit Committee
Nexthop Systems Inc. (private AI)	Director	Mar 2025 – present	Board member
Community Services Agency, Mountain View (non-profit)	Director; Chair, Finance Committee	Apr 2024 – present	Finance oversight
LogMeIn, Inc. (former public)	Director	Nov 2018 – Sep 2020	Audit Committee member

Board Governance

Item	Detail
Independence status	Independent director (Nasdaq criteria)
Board/committee attendance	All directors attended ≥75% of aggregate Board and committee meetings in FY2025; 2025 Board met 5 times
Committee assignments	Audit Committee member (FY2025 committee held 9 meetings)
Financial expert designation	Board determined Ms. Brennan is an “audit committee financial expert”
Audit oversight scope	Audit oversees financial reporting, auditor independence, internal audit, compliance/ethics, cybersecurity, insider trading policy, related-party review, liquidity/credit, and restatement oversight
Executive sessions	Independent directors meet without management at each regular meeting
Board leadership	Independent Chair; separate Chair/CEO
Director commitment limits	≤4 public boards (includes LRCX); ≤3 audit committees unless approved; Brennan currently serves on LRCX Audit, is Audit Chair at Planet, and Audit member at Cadence (at cap, compliant)

Fixed Compensation

Component	Amount	Notes
Annual cash retainer (Director)	$100,000	Director retainer for CY2025
Audit Committee member retainer	$15,000	Committee membership fee for CY2025
Cash fees actually paid (FY2025)	$143,750	Includes CY2025 director ($100,000) + Audit member ($15,000) + pro‑rated CY2024 director ($25,000) + pro‑rated CY2024 Audit member ($3,750)
Outside director comp limit	$1,000,000 annual cap (cash+equity)	Per 2025 Stock Incentive Plan

Performance Compensation

Directors receive time-based RSUs only; no performance-conditioned equity, options, or cash incentives are used for non-employee directors.

Grant	Grant date	Shares	Target value	Grant date fair value (ASC 718)	Vesting	Notes
Annual RSU (service during CY2025)	Nov 8, 2024	2,950	$230,000 target (priced off 30-day avg)	$228,094	Generally vests Oct 31, 2025, subject to service	Standard annual non-employee director grant
Pro‑rated RSU (service during CY2024)	Nov 8, 2024	737	$57,500 target	Included within FY2025 “Stock Awards” total	As provided by program rules	Pro-rated new director grant

Program mechanics and protections:

Minimum vesting: one-year minimum vesting, with director awards structured to vest on/around next annual meeting cycle; limited exceptions (death, disability, certain corporate transactions) .
Clawback: All awards under the 2025 Plan subject to Lam’s clawback policy/requirements of law .

Other Directorships & Interlocks

Company	Industry relevance	Role/Committee	Interlock/Conflict note
Cadence Design Systems	EDA/software used by semis ecosystem	Director; Chair Nominating & Governance; Audit member	No Lam-related party transaction disclosed
Planet Labs PBC	Earth imaging	Director; Audit Chair	No Lam-related party transaction disclosed

No related-party transactions (Item 404) involving directors/executives or their immediate family members were reported for FY2025; Audit Committee oversees related-party reviews .

Expertise & Qualifications

Finance and accounting: Extensive CFO experience; designated audit committee financial expert .
Technology/industry knowledge and strategy/leadership: Senior roles across networking, telecom, storage; board governance experience .
Skills matrix: Finance, global business, M&A, governance, cybersecurity, risk management, with additional marks in industry knowledge and strategy per Lam’s skills table .

Equity Ownership

Holder	Shares beneficially owned	% of class	Notes
Ita M. Brennan	3,707	<1% (“*”)	Includes RSUs that will vest within 60 days of Sep 5, 2025, as described below
RSUs vesting within 60 days for Brennan	2,950	—	Standard annual director RSU grant scheduled within 60-day window per record date footnote

Ownership policies and alignment:

Director stock ownership guideline: 5× annual cash retainer, to be met within 5 years of initial election; directors in compliance or within time window .
Hedging/pledging: Prohibited under insider trading policy; limited exception for diversified exchange funds under thresholds .

Governance Assessment

Strengths
- Independent director with CFO pedigree and Audit Committee Financial Expert status; active on Lam’s Audit Committee with 9 meetings in FY2025 and broad risk/cyber oversight mandate .
- Clean related-party profile; proxy reports no Item 404 transactions and no family relationships; Audit Committee reviews any potential conflicts .
- Alignment mechanisms: director ownership guideline (5× cash retainer), prohibition on hedging/pledging, annual independent director executive sessions, and independent Board Chair .
- Director pay structure is median-targeted, simple, and equity-heavy (time-based RSUs), with an outside director cap and minimum vesting/recoupment protections under the 2025 plan .
Watch items
- Board/committee workload: Brennan serves on three public-company audit committees (LRCX member; Planet audit chair; Cadence audit member), which is the company’s stated cap; remains compliant but at the threshold—monitor time commitments and attendance (Board policy annually reviews commitments) .
- Multiple external leadership roles (two public boards with committee chairs) can concentrate responsibilities; however, Lam reports all directors met ≥75% attendance in FY2025 .
Shareholder sentiment signal
- Lam’s Say-on-Pay support exceeded 90% from 2021–2024, indicating recent favorable investor views on compensation governance (broader context, not director-specific pay) .
RED FLAGS
- None disclosed: no related-party transactions, no hedging/pledging, no repricing authority without shareholder approval, and director compensation within plan caps .