Mark Fields

About 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.