Sohail U. Ahmed

About Sohail U. Ahmed

Independent director of Lam Research since 2019; age 67. Former Senior Vice President and General Manager, Technology and Manufacturing Group at Intel (2015–2018), previously Corporate Vice President and General Manager, Logic Technology Department (2004–2015), with earlier Intel roles starting in 1984; M.S. Chemical Engineering (UC Davis) and B.S. Chemical Engineering (USC). Ahmed brings deep semiconductor process and operations expertise, with board-identified strengths in deep technology, leadership, global business, human capital, and manufacturing/operations .

Past Roles

Organization	Role	Tenure	Committees/Impact
Intel Corporation	Senior Vice President & GM, Technology and Manufacturing Group	Jan 2015 – Oct 2018	Oversaw R&D and deployment of next-gen silicon logic technologies for future Intel microprocessors
Intel Corporation	Corporate Vice President & GM, Logic Technology Department	2004 – Jan 2015	Led logic process development; senior executive at major Lam customer
Intel Corporation	Various technical and management roles (Process Engineer onward)	1984 – 2004	Progressive technical and management positions in logic process development

External Roles

Organization	Role	Tenure	Committees/Impact
None disclosed	—	—	No current public company boards listed for Ahmed

Board Governance

Independence: Independent director under Nasdaq rules .
Committee assignments (current and history):
- Innovation & Technology Committee: Member since 2024 (current) .
- Audit Committee: Member 2022–2024 (historical) .
- Compensation & Human Resources Committee: Member 2020–2022 (historical) .
Attendance: All directors attended at least 75% of aggregate board and committee meetings in FY2025; Lam reports 11 of 11 nominated directors at ≥75% .
Engagement and oversight: Independent Board Chair; executive sessions without management; annual board and individual director evaluations; risk oversight across committees, including cybersecurity and related-party oversight by Audit Committee .

Committee	Role	Current/Historic	Meetings FY2025 (committee total)
Innovation & Technology	Member	Current (since 2024)	4 meetings (committee total)
Audit	Member	Historic (2022–2024)	9 meetings (committee total)
Compensation & HR	Member	Historic (2020–2022)	5 meetings (committee total)

Fixed Compensation

Component	Amount	Period/Detail
Annual director cash retainer	$100,000	Calendar Year 2025
Committee member cash retainer (Innovation & Technology)	$10,000	Calendar Year 2025
Total cash fees	$110,000	Fiscal Year 2025 reporting

Equity Award (RSUs)	Grant Date	Shares (#)	Grant-date Fair Value ($)	Vest Date	Basis
Annual RSU grant	Nov 8, 2024	2,950	$228,094	Oct 31, 2025	Shares determined by $230,000 target ÷ 30-day avg price $77.95; fair value per ASC 718

Director equity grants vest generally on October 31 following grant; accelerated vesting upon death/disability, corporate transaction, or if not re-elected/retire before the annual meeting in the vest year .

Performance Compensation

Performance-linked element	Status	Notes
Performance RSUs (TSR/financial)	None disclosed for non-employee directors	Annual director equity is service-based RSUs; no options in director program
Options	None	Lam prohibits option repricing; director awards are RSUs under plan
Outside director compensation cap	$1,000,000 total cash+equity	Plan limit per Lam 2025 Stock Incentive Plan

Director compensation structure is equity-heavy (approx. $228k RSUs vs $110k cash), supporting alignment but lacking explicit performance metrics for directors; awards are subject to Lam’s clawback policy via plan recoupment provisions .

Other Directorships & Interlocks

Category	Detail
Current public company boards	None listed for Ahmed
Interlocks with competitors/suppliers/customers	None disclosed; prior executive role at Intel (Lam customer) noted, but no current board overlap
Overboarding	Lam limits other board service; no nominated directors on >4 boards; Ahmed has 0 other public boards

Expertise & Qualifications

Deep semiconductor industry and process technology knowledge; customer/deep technology knowledge .
Leadership and global business experience; human capital management experience; manufacturing/operations experience .
Not marked for finance, cybersecurity, or comparative board governance experience in Lam’s skills matrix, reflecting a technical operating profile rather than financial oversight .

Equity Ownership

Holder	Shares Beneficially Owned (#)	Percent of Class	Notes
Sohail U. Ahmed	33,580	Less than 1%	Includes 2,950 RSUs scheduled to vest Oct 31, 2025; counted as beneficial within 60 days of record date (Sep 5, 2025)

Ownership Policy	Requirement	Compliance	Hedging/Pledging
Director stock ownership guidelines	≥5x annual cash retainer by 5th anniversary	All directors in compliance or have time remaining (as of FY2025)	Hedging and pledging prohibited under Lam’s insider trading policy; limited exchange fund exception

Governance Assessment

Board effectiveness: Ahmed’s tenure and prior committee service (Audit and Compensation) plus current role on the Innovation & Technology Committee provide balanced governance and technical oversight; independence confirmed .
Alignment: Director compensation mix skews to equity (service-based RSUs), and Ahmed’s beneficial ownership includes scheduled RSU vesting, aligning interests with shareholders; Lam enforces ownership guidelines and prohibits hedging/pledging .
Conflicts: No related-party transactions involving directors >$120,000, no family relationships; Audit Committee oversees related-party and conflicts; prior Intel executive history is a customer-side perspective but no disclosed current conflicts .
Attendance/engagement: Ahmed met attendance expectations (≥75%); board holds executive sessions and conducts annual evaluations, supporting independent oversight .
Signals for investors: Technical depth strengthens oversight of Lam’s R&D and technology risk via the Innovation & Technology Committee; lack of other public boards reduces overboarding risk; equity-heavy director pay supports alignment but lacks performance-based hurdles typical for executives, which is standard for director pay .

RED FLAGS: None disclosed specific to Ahmed. Company-wide policies mitigate common risks (hedging/pledging prohibited; no director-related party transactions; board commitment limits) .

Shareholder context: Say-on-Pay support has been >90% in 2021–2024, indicating broader investor confidence in Lam’s compensation governance framework (primarily executive program) .