Michael R. Cannon

About 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 .