Mark Fields
LAM RESEARCHAbout Mark Fields
Mark Fields, age 64, joined Lam Research’s Board in 2024 and is designated independent under Nasdaq rules; he qualifies as an audit committee financial expert by SEC criteria. He is a member of Lam’s Compensation and Human Resources Committee, and brings deep operating experience from Ford Motor Company (former CEO and COO) and interim CEO service at Hertz; education includes a BA in Economics (Rutgers) and MBA (Harvard). He is currently a Senior Advisor at TPG Capital and serves on public boards at Hertz Global and QUALCOMM (audit committee member). The Board cites his leadership, finance, global, M&A, human capital, risk, and manufacturing/operations expertise as key qualifications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | President & CEO | Jul 2014 – May 2017 | Led complex global operations; board service during tenure |
| Ford Motor Company | Chief Operating Officer | Dec 2012 – Jul 2014 | Oversaw global operations and execution |
| Ford (Americas; Europe; Premier Automotive Group) | EVP & President, Americas; EVP & CEO, Ford of Europe & Premier Automotive Group; Chair & CEO, Premier Automotive Group | Various (joined 1989) | Senior operating leadership across regions and brands |
| Mazda Motor Corporation | President & CEO | Not specified | Led major automotive OEM; international operating experience |
| Hertz Global Holdings | Interim CEO | Oct 2021 – Feb 2022 | Turnaround/interim executive leadership |
| TPG Capital | Senior Advisor | Since Oct 2017 | Strategic advisory to global alternative asset firm |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| QUALCOMM Incorporated | Director | Since Jun 2018 | Audit Committee member |
| Hertz Global Holdings, Inc. | Director | Since Jun 2021 | Former Interim CEO |
| Tanium Inc. (private) | Lead Independent Director | Since Sep 2020 | Cybersecurity/software; private company |
| Planview, Inc. (private) | Director | Since Apr 2022 | Enterprise software |
| Boomi, LP (private) | Director | Since Sep 2022 | Software |
| Classic Collision (private) | Director | Since May 2024 | Collision repair |
| IBM Corporation | Director (former) | Mar 2016 – Apr 2018 | Prior public board service |
| Ford Motor Company | Director (former) | Jul 2014 – May 2017 | Prior public board service |
| TPG Pace Beneficial II Corp. | Director (former) | Apr 2021 – Apr 2023 | SPAC board |
| TPG Pace Solutions Corp. | Director (former) | Apr 2021 – Dec 2021 | SPAC board |
Board Governance
- Committee assignments: Compensation and Human Resources Committee member (since 2024); CHRC held five meetings in FY2025.
- Independence: Board determined all directors other than the CEO (Archer) are independent; Fields is independent.
- Attendance: All directors attended ≥75% of Board/committee meetings in FY2025; Board held five meetings.
- Audit committee financial expert: Fields qualifies under SEC rules, though he is not assigned to Lam’s Audit Committee.
- Structure and practices: Independent Chair; executive sessions of independent directors each meeting; majority voting standard; hedging and pledging prohibited.
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Director annual cash retainer | $100,000 | Calendar Year 2025 |
| CHRC membership retainer | $10,000 | Calendar Year 2025 |
| Pro-rated CY2024 director retainer | $25,000 | For mid-year onboarding in 2024 |
| Pro-rated CY2024 CHRC membership retainer | $2,500 | For mid-year onboarding in 2024 |
| Total cash fees (FY2025 reporting) | $137,500 | As disclosed in FY2025 director compensation table |
Performance Compensation
| Equity Award | Shares | Grant Date | Grant-Date Basis/Value | Vesting |
|---|---|---|---|---|
| Annual RSUs (CY2025 service) | 2,950 | Nov 8, 2024 | 30-day avg price $77.95; target $230,000; fair value for most directors $228,094 | Generally vests Oct 31, 2025; accelerates on death/disability/Corporate Transaction; clawback applies under company policy and plan |
| Pro-rated RSUs (CY2024 service) | 737 | Nov 8, 2024 | Based on $77.95 price and $57,500 target | Pro-rated awards follow same schedule; if granted following November Board meeting, they vest immediately |
| Total stock awards (FY2025 reporting) | — | — | $285,727 (ASC 718 fair value) | FY basis per SEC rules |
- Limits: Aggregate annual compensation cap for outside directors of $1,000,000; $1,500,000 for non-executive Board chair (under 2025 Stock Incentive Plan).
- Clawback: Awards subject to Lam’s clawback policy and applicable law.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Hertz Global Holdings; QUALCOMM Incorporated (Audit Committee) |
| Committee interlocks | None disclosed for Lam’s Compensation and Human Resources Committee. |
| Related party transactions | None involving directors/officers >$120,000 since beginning of FY2025; no family relationships. |
| Oversight | Audit Committee reviews potential related-party/conflict situations under charter. |
Expertise & Qualifications
- Audit committee financial expert designation; finance/P&L oversight experience; global business leadership; M&A; governance; human capital; risk management; manufacturing/operations.
- Industry knowledge applicable to technology and manufacturing; CEO and COO experience in complex global organizations.
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Total beneficial ownership (shares) | 4,247 | Sep 5, 2025 (record date) |
| % of shares outstanding | <1% | 1,261,032,300 shares outstanding at record date |
| RSUs vesting within 60 days included in beneficial ownership | 2,950 | Standard director RSUs scheduled |
| Hedging/pledging | Prohibited under Lam’s Insider Trading Policy | |
| Director ownership guideline | 5x annual cash retainer by 5th anniversary of initial election; directors compliant or have remaining time under guidelines |
Governance Assessment
- Board effectiveness: Fields strengthens CHRC oversight on executive pay, succession, and workforce matters; committee independence affirmed; attendance metrics met. This supports investor confidence in Lam’s pay-for-performance and human capital governance.
- Alignment and incentives: Director compensation mix balances fixed cash with annual service-based RSUs; clawback applies; outside director compensation capped—mitigates pay inflation risk.
- Independence and conflicts: Independent status; audit-committee-financial-expert designation; no related party transactions disclosed; committee interlocks none—low conflict risk.
- Ownership alignment: Modest direct ownership typical for independent directors with service-based RSU grants and anti-hedging/pledging policy; guideline requires 5x cash retainer by year five to enhance alignment.
- Shareholder signals: Historical Say-on-Pay approvals >90% (2021–2024) indicate broad support for compensation governance; CHRC engages independent consultant (Compensia) with no conflicts.
Red Flags
- None disclosed: no related-party transactions; no hedging/pledging; interlocks not present; attendance thresholds met; director overboarding limits enforced and complied with.