Jyoti K. Mehra

About Jyoti K. Mehra

Independent director of Lam Research since 2021; age 49. She is Executive Vice President, Human Resources at Gilead Sciences (since July 2019), previously Vice President, HR at Gilead (2017–2019) and held increasing HR leadership roles at Novartis (2005–2017). Education: M.A. in politics (Jawaharlal Nehru University) and B.A. in political science (Delhi University). The Board lists her as independent under Nasdaq standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Novartis Pharmaceuticals Corporation and affiliates	Vice President, Human Resources (most recent role in series of positions)	2014–2017; with Novartis 2005–2017	Global HR leadership, talent development in a large multi-national enterprise

External Roles

Organization	Role	Tenure	Notes
Gilead Sciences, Inc.	Executive Vice President, Human Resources	July 2019–present	Formerly VP HR (Oct 2017–July 2019); public biopharma

Board Governance

Committee assignments: Chair, Compensation and Human Resources Committee (CHC) since 2024; CHC member 2022–2024. Not listed on Audit, Nominating & Governance (NGC), or Innovation & Technology (ITC).
CHC meetings: 5 meetings in fiscal 2025; scope includes executive compensation philosophy, CEO/NEO pay decisions, incentive/equity plans, pay risk oversight, succession planning, employee engagement, and workforce-related ESG oversight.
Independence: Board determined she is independent; all committee members of CHC are independent per Nasdaq and Rule 16b-3.
Attendance: All directors attended ≥75% of Board and committee meetings in FY2025; Board met 5 times.
Governance practices impacting directors: Stock ownership guidelines apply; hedging and pledging of Company stock are prohibited; directors meet in executive session without management; robust evaluation and refreshment process.

Fixed Compensation

Component	Amount (USD)	Period/Notes
Annual director cash retainer	$100,000	Calendar year 2025
CHC Chair cash retainer	$30,000	Calendar year 2025
Total cash (fees earned)	$130,000	Fiscal year 2025 disclosure

Director retainer schedule (context): Audit Chair $35,000; Audit Member $15,000; NGC Chair $20,000; NGC Member $10,000; ITC Chair $20,000; ITC Member $10,000; Board Chair $152,500; Non-employee director $100,000.

Performance Compensation

Equity Award Type	Grant Date	Shares Granted (#)	Grant Date Fair Value (USD)	Vesting	Notes
RSUs (service-based)	Nov 8, 2024	2,950	$228,094	Vests Oct 31, 2025 (if in service); immediate delivery upon vest	Directors’ annual equity target $230,000; shares determined using 30-day average price $77.95; director awards vest time-based; directors do not receive options under the current program

Plan limits and alignment: Outside director total compensation capped at $1,000,000 per year; non-executive Board Chair capped at $1,500,000. Minimum vesting generally one year; dividends on unvested awards deferred until vesting; repricing prohibition without shareholder approval; awards subject to clawback policy.

Other Directorships & Interlocks

Company	Role	Committees
None disclosed	—	—

Lam’s summary table lists “Other Current Public Boards” for each nominee; Jyoti K. Mehra shows none. Committee interlocks: CHC report states no interlocking relationships for CHC members (including Mehra).

Expertise & Qualifications

Leadership, global business, M&A, comparative board/governance, cybersecurity, and human capital management experience (Board skills matrix).
HR executive leadership at Gilead and Novartis with multinational scope; governance experience; academic training in politics/political science.

Equity Ownership

Metric	Value	Notes
Total beneficial ownership (shares)	16,840	As of Sept 5, 2025; <1% of class
RSUs vesting within 60 days (included in beneficial figure)	2,950	Annual director award set to vest Oct 31, 2025
Ownership guidelines	5x annual cash retainer by 5th anniversary	Directors in compliance or have time remaining; measured off 30-day average price through June 30 of most recent fiscal year
Hedging/pledging	Prohibited under insider trading policy	Applies to directors; limited exchange fund exceptions under defined thresholds

Compensation Committee Analysis

Composition: Mehra (Chair), Michael R. Cannon, Mark Fields, Abhijit Y. Talwalkar; all independent.
Independent advisor: Compensia, Inc. retained directly by CHC; no other services to Company; committee assessed no conflicts of interest.
Program oversight and signals: CHC led LTIP design changes for executives in 2025/2027 (removed stock options; added cap on PRSU payouts if absolute TSR is negative; adjusted relative TSR methodology), responsive to investor feedback and volatility—indicative of risk-aware pay governance.
Say-on-Pay context: Stockholders supported Say-on-Pay >90% from 2021–2024; outreach highlighted profitability focus and LTIP cap addition.

Potential Conflicts & Related-Party Exposure

Related-party transactions: Audit Committee oversees RPAs; FY2025 disclosure states no director/officer transactions >$120,000 involving directors or immediate family; no family relationships among directors/officers.
External employment: EVP HR at Gilead (customer/supplier relationship not indicated); no Gilead-related transactions disclosed.
Overboarding/commitments: Lam enforces limits (≤4 public boards; CEOs ≤1 other board; audit committee limits); Company states all directors are in compliance.

Governance Assessment

Strengths: Independent status; chairs CHC with robust oversight of executive pay, succession, and human capital; high board/committee attendance; strong ownership alignment practices (stock ownership guidelines; hedging/pledging prohibited); no related-party transactions or interlocks disclosed; use of independent compensation consultant.
Alignment signals: Director equity awards are time-based RSUs with one-year vesting cadence; compensation within plan limits; beneficial ownership includes scheduled vesting RSUs, supporting alignment without leverage/pledging risks.
RED FLAGS: None disclosed—no related-party transactions; no overboarding; no pledging/hedging; attendance meets thresholds; committee independence affirmed; interlocks absent.