Michael R. Cannon
LAM RESEARCHAbout Michael R. Cannon
Independent director at Lam Research since 2011; age 72. Former President & CEO at Maxtor and Solectron; former President of Global Operations at Dell; currently General Partner at MRC & LBC Partners. Education: studied mechanical engineering at Michigan State University; completed the Advanced Management Program at Harvard Business School. Qualifies as an Audit Committee Financial Expert; currently chairs Lam’s Nominating & Governance Committee and serves on the Compensation & Human Resources Committee; prior Audit Committee member (2013–2024). Also serves as Chair of the Board at Seagate Technology. These credentials bring deep operating, manufacturing, and governance expertise relevant to Lam’s capital equipment end-markets .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Dell Inc. | President, Global Operations; Consultant | Feb 2007–Jan 2009; Consultant Jan 2009–Jan 2011 | Led global operations transformation and post-2009 consulting support |
| Solectron Corporation | President & CEO | Jan 2003–Feb 2007 | Turnaround leadership in EMS industry |
| Maxtor Corporation | President & CEO | Jul 1996–Jan 2003 | Grew HDD operations; later acquired by Seagate (May 2006) |
| IBM | Senior management roles | (Prior to 1996) | Enterprise systems and operations leadership |
| MRC & LBC Partners, LLC | General Partner | Current | Private management consulting leadership |
External Roles
| Organization | Role | Tenure | Committees / Notes |
|---|---|---|---|
| Seagate Technology Holdings plc | Director (since Feb 2011); Chair of the Board (since Jul 2020) | 2011–present (Chair since 2020) | Member: Nominating & Corporate Governance; Compensation & People; prior Lead Independent Director; prior Audit & Finance committees |
| Dialog Semiconductor Plc | Director | Feb 2013–Aug 2021 (acquired) | Chair of Remuneration; Member of Nomination Committee |
| Adobe Systems Inc. | Director | Dec 2003–Apr 2016 | Member of Audit; Chair of Compensation Committee |
| Elster Group SE | Director | Oct 2010–Aug 2012 (acquired) | Director |
| Solectron Corporation | Director | Jan 2003–Jan 2007 | Director |
| Maxtor Corporation | Director | Jul 1996–May 2006 (acq. by Seagate) | Director |
Board Governance
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; Cannon is independent and also qualifies as an audit committee financial expert .
- Committee assignments (FY2025): Nominating & Governance Committee (Chair); Compensation & Human Resources Committee (Member). Prior Audit Committee member (2013–2024) .
- Board/committee workload and attendance: Board met 5 times in FY2025; Audit 9; Compensation & HR 5; Nominating & Governance 4; Innovation & Technology 4. All directors attended at least 75% of meetings; all directors attended the 2024 annual meeting .
- Leadership structure: Independent Chair (Abhijit Talwalkar); separate Chair and CEO; independent directors meet in executive session .
- Ownership alignment: Directors must hold ≥5x annual cash retainer within 5 years; Company states all directors are in compliance or within time to comply .
- Hedging/pledging prohibition: Insider trading policy prohibits pledging and hedging; governance highlights confirm hedging and pledging prohibited .
- No overboarding: Zero nominated directors serve on more than four public boards; zero non-employee executive directors on more than two public boards .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer (CY2025) | $100,000 | Standard non-employee director retainer |
| Nominating & Governance Committee – Chair Retainer (CY2025) | $20,000 | Chair fee |
| Compensation & HR Committee – Member Retainer (CY2025) | $10,000 | Member fee |
| Total Fees Earned in Cash (FY2025 disclosure) | $130,000 | $100,000 + $20,000 + $10,000 |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Basis | Grant-Date Fair Value | Vesting | Other Terms |
|---|---|---|---|---|---|---|
| Nov 8, 2024 | RSUs (annual director grant for CY2025 service) | 2,950 | Determined using $230,000 target ÷ $77.95 30-day avg price | $228,094 | Generally vests Oct 31, 2025 (continued service) | Immediate vest on death/disability, corporate transaction, or if annual meeting occurs before vest and director not re-elected/retires; no dividend equivalents |
Outside director compensation cap: aggregate annual limit $1,000,000 per non-employee director ($1,500,000 for non-executive Board Chair) under the 2025 Stock Incentive Plan—mitigates pay inflation risk .
Note: Non-employee director equity is time-based, not performance-conditioned; no AIP/LTIP metrics apply to directors .
Other Directorships & Interlocks
| Company | Overlap/Interlock Consideration |
|---|---|
| Seagate Technology (Chair) | Board independence review considered commercial transactions with entities sharing directorships; none qualified as related party transactions or were deemed to impair independence . |
Expertise & Qualifications
- Skills matrix indicates strengths in Finance, Global Business, M&A, Comparative Governance, Cybersecurity, Human Capital, Risk Management, Manufacturing/Operations, and Industry Knowledge—aligned to Lam’s needs in capital equipment and global supply chains .
- Audit Committee Financial Expert qualification enhances oversight of financial reporting and risk .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael R. Cannon | 189,740 | 0.015% (189,740 / 1,261,032,300) | Beneficial ownership as of Sep 5, 2025; outstanding shares 1,261,032,300 |
| RSUs vesting within 60 days of Sep 5, 2025 (included above per SEC rules) | 2,950 | n/a | RSUs scheduled to vest by Oct 31, 2025 |
Policy and alignment:
- Director ownership guideline: ≥5x annual cash retainer; directors in compliance or within allowed period .
- Hedging/pledging prohibited by policy; mitigates misalignment/pledge risk .
Governance Assessment
Strengths affecting investor confidence:
- Long-tenured, independent director with deep operating and manufacturing leadership across HDD, EMS, and enterprise hardware; brings relevant risk oversight and strategic guidance for Lam’s cyclical, technology-intensive markets .
- Chairs Nominating & Governance Committee; prior extended Audit Committee service and ACFE qualification strengthen board process, refreshment, and risk/compliance oversight .
- Robust board governance framework: independent Chair; regular executive sessions; strong attendance; limits on outside commitments; stock ownership guidelines; hedging/pledging prohibited .
- Director pay aligned to peer median, with clear cash/equity structure and plan-imposed cap on outside director compensation; straightforward annual RSU vesting promotes alignment without excessive risk .
- Say-on-pay support has been >90% in recent years, indicating broader investor endorsement of compensation governance .
Potential watch items:
- Tenure since 2011 merits continued refreshment planning; Lam discloses active refreshment and an age-based renomination limit (no nomination after age 75), which mitigates entrenchment risk .
- External chair role at Seagate creates potential for information interlocks; Board’s independence review found no related party transactions or relationships impairing independence; Audit Committee has explicit oversight of related-party risks .
No evident red flags:
- No related-party transactions disclosed involving Cannon; hedging/pledging banned; no option repricing; outside-director compensation cap in place; all directors met or exceeded attendance expectations .