John M. Dineen

About John M. Dineen

Independent director at Lam Research since 2023; age 62. Former GE senior executive (CEO, GE Healthcare, 2008–2014; CEO, GE Transportation, 2005–2008) and Operating Advisor at Clayton, Dubilier & Rice (2015–2022). Holds a B.S. in computer science and biological sciences from the University of Vermont. Serves on Lam’s Audit Committee and is deemed independent under Nasdaq rules (member since 2023). His board tenure and global operating leadership in healthcare and technology underpin risk oversight, finance, and operations expertise for Lam’s board (audit, risk, global operations) .

Past Roles

Organization	Role	Tenure	Committees/Impact
General Electric (GE)	President & CEO, GE Healthcare	2008–2014	Led a global business in medical imaging and diagnostics; deep operating and P&L responsibility
General Electric (GE)	President & CEO, GE Transportation	2005–2008	Led industrial operations; large-scale manufacturing/operations leadership
Clayton, Dubilier & Rice	Operating Advisor	2015–2022	Portfolio company governance and operational improvement experience

External Roles

Organization	Role	Tenure	Committees/Impact
Cognizant Technology Solutions	Director	2017–present	Chair, Finance & Strategy; Member, Audit; prior service on Nominating, Governance & Public Affairs
Syneos Health (former)	Director; Chair of the Board	2018–2023	Board leadership at a biopharma services company
Carestream Dental (private)	Chair of the Board	2017–2024	Governance leadership at private digital imaging/software company
Healogics (private)	Director	2015–2024	Board role at advanced wound care provider
Merrimack Pharmaceuticals (public)	Director	2015–2019	Chair, Organization & Compensation Committee
Torque Therapeutics / Repertoire (private)	Director	2016–2019	Immunotherapy developer governance

Board Governance

Committee assignments: Audit Committee member; the audit committee met nine times in FY2025 and oversees financial reporting, auditor independence, ethics/compliance, related-party reviews, cyber/information security, and risk around liquidity, counterparties, and financing .
Independence: Board determined Dineen (and all directors except CEO Archer) are independent under Nasdaq rules; all standing committees require independence .
Attendance/engagement: All directors attended ≥75% of Board and committee meetings; Board held five meetings in FY2025; Lam expects annual meeting attendance (met in 2024) .
Governance practices: Independent Board Chair; executive sessions of independent directors; stockholder engagement; no poison pill; hedging and pledging prohibited; proxy access; majority voting standard .
Overboarding limits: No nominated directors on >4 boards; Lam enforces commitment limits and annual evaluations .

Fixed Compensation

Component	Amount	Detail
Annual cash retainer	$100,000	Non-employee director cash retainer (CY2025 program)
Audit Committee member retainer	$15,000	Member cash retainer (CY2025)
Total cash fees (FY2025)	$115,000	$100,000 director + $15,000 audit committee member

Notes:

Retainer schedule includes committee chair/member fees and Chair of Board premium; program targets median of peer group and adjusts elements to 50th percentile biennially if below .
Limits: Outside director total annual cash+equity capped at $1,000,000; $1,500,000 for non-executive Board chair .

Performance Compensation

Element	Grant Date	Grant Size/Value	Vesting & Terms
RSUs (annual director grant)	Nov 8, 2024	2,950 RSUs; grant date fair value $228,094 (based on $77.95 30-day average)	Generally vest Oct 31, 2025; accelerated on death/disability, corporate transaction, or if annual meeting occurs prior to vest date and director is not re-elected/resigns; immediate delivery upon vest

Notes:

Directors do not receive performance-based equity (e.g., PSUs/options) under Lam’s director program; awards are time-based RSUs to align director interests with stockholders .

Other Directorships & Interlocks

Company	Sector / Relationship to Lam	Potential Interlock / Conflict Considerations
Cognizant Technology Solutions	IT services; not a wafer fab equipment peer	No Lam-related party transactions disclosed; audit committee reviews any conflicts; Dineen within Lam’s commitment limits
Syneos Health (former)	Biopharma services	Former role; no Lam-related party transactions disclosed
Various private boards (Carestream Dental, Healogics)	Healthcare tech/services	Private entities; no Lam-related party transactions disclosed

Expertise & Qualifications

Leadership, global operations, finance/P&L, M&A, comparative board/governance, risk management, manufacturing/operations; cybersecurity and human capital oversight experience noted by Lam .
Education: B.S. in computer science and biological sciences (University of Vermont) .

Equity Ownership

Ownership metric	Amount
Beneficial ownership (shares)	7,500 (<1% of class)
RSUs vesting within 60 days of record date	2,950 (director annual grant)
Ownership guidelines	Directors must hold ≥5x annual cash retainer within 5 years of initial election; all directors are in compliance or within allowed time
Hedging/pledging	Prohibited under Lam’s insider trading policy

Governance Assessment

Board effectiveness: Dineen strengthens Audit Committee oversight with extensive global operating and finance experience; independence and attendance meet Lam’s governance standards .
Alignment and incentives: Director pay structure balances modest cash with annual RSUs; equity vests annually and is subject to acceleration only under narrow conditions; outside director compensation capped, limiting pay inflation risk .
Conflicts/related-party exposure: Lam reports no related-party transactions involving directors in FY2025; Audit Committee explicitly oversees conflicts and related-party reviews; hedging/pledging prohibited—positive alignment signal .
Shareholder sentiment: Recent Say-on-Pay approvals >90% (2021–2024) indicate broad support for compensation governance, though this pertains to executive pay; director program targeted at peer median and regularly reviewed .

RED FLAGS: None disclosed. No pledging, no related-party transactions, attendance ≥75%, within overboarding limits. Continued monitoring advisable for any future related-party transactions, changes in external commitments, or deviations from ownership guideline progress .