Seshasayee (Sesha) Varadarajan

About Seshasayee (Sesha) Varadarajan

Senior Vice President, Global Products Group at Lam Research since March 2023; age 50 as of August 7, 2025. Education: M.S. in manufacturing engineering and material science (Boston University), B.S. in mechanical engineering (University of Mysore). Longstanding deposition and PECVD/Electrofill leadership across Novellus and Lam since 1999. Company performance context during his tenure: Lam revenue ~$16.2B in CY2024 (+13% YoY), operating cash flow ~$4.6B and ~$1.1B dividends; March+June 2025 combined revenue ~$9.9B and OCF ~$3.9B; Say-on-Pay support exceeded 90% from 2021–2024 .

Past Roles

Organization	Role	Years	Strategic Impact
Lam Research	SVP, Global Products Group	Mar 2023–present	Oversees product portfolio integration and execution across product groups .
Lam Research	SVP & GM, Deposition BU	Feb 2018–Mar 2023	Led deposition business unit operations and market execution .
Lam Research	Group VP, Deposition Product Group	Sep 2013–Feb 2018	Scaled deposition portfolio post-Novellus integration .
Lam Research	Head, PECVD/Electrofill BU	Jun 2012–Sep 2013	Drove PECVD/electrofill technology and business leadership following Novellus acquisition .
Novellus Systems	SVP & GM, PECVD & Electrofill BUs	2011–Jun 2012	Led twin BU strategy and P&L prior to Lam acquisition .
Novellus Systems	VP & GM, Electrofill BU	2009–2011	Drove product and market execution for electrofill .
Novellus Systems	PECVD BU: Director → Product GM	2006–2008	Advanced PECVD technology development and product management .
Novellus Systems	Director of Technology, Electrofill BU	2004–2006	Led technology development roadmap .
Novellus Systems	Process Engineer, Electrofill BU	1999–2004	Early technical leadership in copper electrofill processes .

External Roles

No public-company board service disclosed for Varadarajan in Lam’s executive officer listings and proxy materials .

Fixed Compensation

Metric	2024	2025
Annual Base Salary ($)	$685,000	$766,000

Multi-year compensation (fiscal basis):

Metric	FY 2023	FY 2024	FY 2025
Salary ($)	$537,151	$561,697	$714,596
Bonus ($)	$6,400	$2,800	$2,560
Stock Awards ($)	$2,603,133	$4,528,866	$5,609,261
Option Awards ($)	$520,842	$857,469	—
Non-Equity Incentive ($)	$516,739	$649,805	$838,646
All Other Compensation ($)	$9,312	$12,684	$15,789
Total ($)	$4,193,577	$6,613,321	$7,180,852

Performance Compensation

Annual Incentive Program (AIP) – CY2024 parameters and payout (SVP)

Component	Target / Design	Actual Result (Factor)	Payout Detail
Target Award Opportunity	100% of base salary ($685,000)	Funding Factor capped max at 250% of target	Actual payout: $838,646
Corporate Performance Factor	Non-GAAP operating margin; equal weighting among performance factors	1.06	Applied to target
Profitability Performance Factor	Non-GAAP gross margin; equal weighting	1.10	Applied to target
Individual Performance Factor	Goals across market execution, safety/quality/customer, human capital, financial	1.05	Applied to target

Design notes: In CY2024 the committee used equal weighting across Corporate and Profitability Performance Factors and AIP maintained a 2.50x cap via the Funding Factor; for CY2025, target percentages unchanged for SVPs (100%) and the committee reverted to linear metric-to-result relationships for simplicity .

Long-Term Incentive Program (LTIP)

CY2025/2027 design (SVPs): 55% Market-based PRSUs, 45% service-based RSUs; negative absolute TSR cap at 100% of target; PRSUs vest at 3-year cliff; RSUs vest 1/3 annually over 3 years .

Item	CY2025 Grant (Feb 28, 2025)
Target LTIP Award Opportunity ($)	$5,650,000
Market-based PRSUs (# at target)	38,199 (Performance period Feb 3, 2025–Feb 2, 2028)
Service-based RSUs (#)	31,253
PRSU Payout Scale (XSOX percentile rank)	25th=50%, 50th=100%, 75th=150%; capped at 100% if absolute TSR <0

Outstanding awards at FY2025 year-end (market value at $97.20 close):

Grant Type	Grant Date	Unvested/Unearned (#)	Market/Payout Value ($)
Service-based RSUs	2/28/2025	31,253	$3,037,792
Market-based PRSUs (target)	2/28/2025	38,199	$3,712,943
Service-based RSUs	3/1/2024	10,620	$1,032,264
Market-based PRSUs (target)	3/1/2024	29,190	$2,837,268
Service-based RSUs	3/1/2023	6,540	$635,688
Market-based PRSUs (target)	3/1/2023	35,950	$3,494,340

Historical market-PRSUs payout for CY2022/2024 program: 56.94% of target (Lam underperformed XSOX by 21.53% over period) → Sesha earned 14,542 PRSUs vs 25,540 target .

Stock options: 2025 LTIP eliminated options; prior awards outstanding include (exercisable/unexercisable, price, expiry): 3/1/2024: 7,960/15,920 @ $98.15, exp. 3/1/2031; 3/1/2023: 19,600/9,800 @ $49.09, exp. 3/1/2030; 3/1/2022: 20,880 @ $54.06, exp. 3/1/2029; 3/1/2021: 12,270 @ $59.88, exp. 3/1/2028; 3/2/2020: 27,480 @ $30.03, exp. 3/2/2027 .

Insider selling pressure indicators (FY2025): Options exercised 110,080 shares; value realized $7,913,904; RSUs/PRSUs vested 31,032 shares; value realized $2,381,396 .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (shares)	237,783
% of Shares Outstanding	~0.019% (237,783 / 1,261,032,300 shares outstanding)
Near-term vesting within 60 days (options exercisable + RSUs vesting)	88,190 shares
Ownership Guidelines	SVPs: 1x base salary; all NEOs in compliance or within allowed window
Hedging/Pledging	Prohibited by policy; exceptions only for diversified exchange funds capped at 2% Lam stock exposure

Vested vs unvested snapshot (FY2025): Unvested RSUs total ~48,413 (31,253 + 10,620 + 6,540) ; Unearned PRSUs at target total ~103,339 (38,199 + 29,190 + 35,950) .

Employment Terms

Provision	Key Terms
Role tenure	SVP, Global Products Group since March 2023
Base salary	$766,000 effective Feb 17, 2025; $685,000 effective May 27, 2024
Target bonus	100% of base salary (SVP) for CY2024/CY2025
Severance (general)	Executive severance policy applies; designated payments for involuntary termination, death/disability
Change-in-Control (CIC)	Double-trigger; cash equals 150% of base salary + 150% of five-year avg STI + pro rata STI; accelerated vesting of service-based equity; PRSUs convert to cash per formula; health benefit continuation; requires adherence to confidentiality & non-compete; non-solicit 6 months; release required
CIC economics (Sesha, illustrative as of 6/29/2025)	Severance $1,149,000; STI (5-year avg) $1,006,173; pro rata STI $279,493; accelerate options $471,458; RSUs $4,705,744; PRSUs $10,305,824; COBRA $49,845; total $17,967,537
Clawback	Dodd-Frank/Nasdaq-compliant recoupment (effective 2023) for incentive-based comp on financial metrics; applies regardless of fault; prior 2014 policy superseded for comp received on/after Oct 2, 2023
Tax gross-ups	None for perquisites or CIC; limited gross-ups only for relocation/anniversary awards generally available to employees
Option repricing	Prohibited without stockholder approval

Investment Implications

Pay-for-performance alignment: AIP tied to non-GAAP operating and gross margins with equal weighting and capped funding; LTIP uses relative TSR percentile with a cap when absolute TSR is negative—strong linkage to shareholder returns and profitability .
Retention risk: Low near-term given substantial unvested RSUs ($3.04M) and PRSUs at target ($3.71M) from 2025 grants plus additional outstanding awards across 2023–2024; service RSUs vest annually and PRSUs cliff-vest, encouraging multi-year retention .
Selling pressure: FY2025 option exercises (110,080 shares; $7.9M realized) indicate past monetization; remaining option inventory and scheduled RSU vesting can create ongoing supply, but hedging/pledging are prohibited and ownership guidelines promote alignment .
Governance and investor signals: No CIC gross-ups, robust clawback, and repricing prohibitions reduce red flags. Strong Say-on-Pay support (>90% in 2021–2024) suggests investor confidence in compensation design .