Timothy M. Archer

About Timothy M. Archer

Timothy M. Archer (age 58) is President and CEO of Lam Research, serving as CEO since December 5, 2018 and as a director since 2018. He holds a B.S. in Applied Physics from Caltech and completed Harvard’s Program for Management Development; prior roles include COO at Lam and senior leadership at Novellus and Tektronix . Under Archer, Lam reported CY2024 revenue of approximately $16.2B (+13% YoY), operating cash flow of ~$4.6B (~28% of revenue), and paid ~$1.1B in dividends; in 1H CY2025, revenue totaled ~$9.9B with ~$3.9B operating cash flow . The 2022–2024 PRSU cycle paid out at 56.94% of target, reflecting Lam’s TSR underperformance versus the XSOX index, signaling outcome sensitivity to relative returns .

Past Roles

Organization	Role	Years	Strategic Impact
Lam Research	President & CEO; President & COO; EVP & COO	CEO since 2018; various since 2012	Led growth, margin focus, and capital returns; executed multi-year incentive alignment
Novellus Systems	COO; EVP Worldwide Sales/Marketing/Customer Satisfaction; EVP PECVD & Electrofill; Technology leadership in Japan and Electrofill BU	1994–2012 (selected roles 2008–2012)	Technology and commercial leadership in deposition; customer alignment and go-to-market
Tektronix	Process Development Engineer	1989–1994 (early career)	High-speed bipolar IC process development; foundational engineering credentials

External Roles

Organization	Role	Years	Notes
Johnson Controls International plc	Director; Compensation & Talent Development Committee	Since Mar 2024	Current public company board service
SEMI (industry association)	International Board of Directors	Current	Industry ecosystem engagement
National GEM Consortium	Chair of the Board	2020–2022	STEM diversity leadership

Fixed Compensation

Component	2025	2024	Notes
Base Salary ($)	1,300,000	1,200,000	2025 increase effective Feb 17, 2025
Target Annual Bonus (% of Salary)	200%	200%	Unchanged YoY; max 2.5x target
Target Annual Bonus ($)	2,600,000	2,400,000	Based on base salary at plan set date

Performance Compensation

Annual Incentive (AIP) design (CY2024 and CY2025): equal-weighted between Corporate Performance Factor (non-GAAP operating margin), Profitability Performance Factor (non-GAAP gross margin), and Individual Performance Factor; max funding 250% of target .
CY2024 AIP results for Archer: Corporate 1.06; Profitability 1.10; Individual 1.05; payout $2,938,320 on $2.4M target .

AIP Metric (CY2024)	Weight	Target Setup	Actual Result	Payout Mechanics
Corporate: non-GAAP operating margin	1/3	Stretch above AOP; accelerated slope between AOP and 1.0 PF for 2024	1.06	Applied multiplicatively
Profitability: non-GAAP gross margin	1/3	Stretch above AOP; accelerated slope between AOP and 1.0 PF for 2024	1.10	Applied multiplicatively
Individual Performance Factor	1/3	CEO set to avg of other NEOs	1.05	Applied multiplicatively

Long-Term Incentive Program (LTIP) shift in 2025: eliminated stock options; 60% market-based PRSUs (relative TSR to XSOX, 0–150% payout with 100% cap if absolute TSR negative), 40% service RSUs; 3-year PRSU cliff vest; RSUs vest 1/3 annually .
CEO 2025/2027 LTIP target: $24.1M; granted 177,750 target PRSUs and 118,500 RSUs (grant date Feb 28, 2025; RSUs vest annually over 3 years; PRSUs vest at end of period) .
2022/2024 PRSU payout: 56.94% of target; Archer received 86,548 shares vs 152,000 target .

LTIP Cycle	Vehicle	Performance Measure	Target Award/Grant	Vesting	Outcome (if applicable)
2025–2027	Market PRSUs	Relative TSR vs XSOX (percentile rank; 0–150%; 100% cap if negative TSR)	177,750 target shares	Cliff vest after 3 years	In flight
2025–2027	Service RSUs	Service	118,500 shares	1/3 on 1st/2nd/3rd anniversary	In flight
2022–2024	Market PRSUs	TSR vs XSOX (diff approach vs index return)	152,000 target shares	Cliff vested	Paid 86,548 (56.94% of target)

Equity Ownership & Alignment

Beneficial ownership: 1,481,175 Lam shares; “less than 1%” of outstanding (1,261,032,300 shares at 9/5/2025) . Within 60 days of 9/5/2025, 616,410 options were exercisable for Archer (included in beneficial ownership footnote) .
Hedging and pledging: prohibited by policy (with limited diversified exchange fund exception); reinforced in governance highlights .
Executive stock ownership guideline: CEO 6x base salary; NEOs in compliance or have time remaining per guidelines .
Clawback policy (2023): mandatory recoupment of excess incentive-based comp for restatements (3-year lookback), regardless of fault; supersedes prior clawback for post-10/2/2023 compensation .

Ownership/Equity Detail	Amount	Notes
Shares Beneficially Owned (#)	1,481,175	Less than 1% of class
Options Exercisable within 60 days (#)	616,410	As of 9/5/2025
Unvested Service RSUs outstanding (#)	118,500 (2025 grant); 32,720 (2024 grant); 20,120 (2023 grant)	Standard 1/3 annual vesting
Target Market PRSUs outstanding (#)	177,750 (2025 grant); 147,260 (2024 grant); 181,020 (2023 grant)	3-year cliff vest; 0–150% payout framework
Options outstanding (exercisable/unexercisable)	49,080/98,160 @ $98.15 exp 3/1/2031; 120,680/60,340 @ $49.09 exp 3/1/2030; 151,980/— @ $54.06 exp 3/1/2029; 59,970/— @ $59.88 exp 3/1/2028; 121,400/— @ $30.03 exp 3/2/2027; 113,300/— @ $17.68 exp 3/1/2026	Next near-term options: 2026–2031 expirations

Vesting cadence and potential selling pressure:

Near-term supply stems from annual RSU tranches (e.g., 118,500 2025 RSUs vest 1/3 each on 2/28/2026, 2027, 2028; 32,720 2024 RSUs vest on 3/1 annually through 2027). Form 4 activity will ultimately dictate realized sales, but structural cadence indicates periodic vesting-driven liquidity windows .

Employment Terms

Executive severance policy (non-CIC involuntary termination): CEO cash severance equals 150% of base salary plus 100% of five-year average annual incentive, plus pro-rata current-year incentive; pro-rata vesting of service RSUs/options and cash value for pro-rata PRSUs per terms . Potential payout illustration (as of 6/29/2025): Not for Cause total $32,497,021; components include severance $1,950,000; five-year average AIP $2,649,758; pro-rata AIP $1,083,333; equity vesting and PRSU cash components; retiree health benefit $810,000 .
Change-in-control (double-trigger) or Acquisition: CEO multiple increases to 200% of base salary and 200% of five-year AIP average, plus pro-rata AIP; accelerated vesting for service-based equity and cash conversion for performance awards as specified; medical benefits apply . Potential payout illustration (as of 6/29/2025): CIC/Acquisition total $79,775,573; includes severance $2,600,000; five-year average AIP $5,299,516; pro-rata AIP $1,104,066; equity vesting/cash conversion and health benefit $810,000 .
Non-solicit: six months post-termination as a condition to benefits; compliance with confidentiality/non-compete obligations required; clawback applies to compensation .
Senior Executive Transition Policy: eligibility at 55+ with service criteria; reduced schedule pre-retirement with restrictions (no competition/solicitation during transition) .
Deferred Compensation: CEO FY2025 contributions $866,318; balance $15,036,657; change-in-control accelerates distribution timing per plan .

Board Governance

Role and independence: Archer is a non-independent director (current President & CEO); Lam maintains a separate, independent Board Chair (Abhijit Y. Talwalkar); no lead independent director is designated given independent chair structure .
Committees: Archer does not serve on Board committees; committee independence maintained for Audit, Compensation and Human Resources, and Nominating and Governance .
Meeting attendance: All directors, including Archer, attended at least 75% of meetings; all 11 nominees met the ≥75% threshold .
Hedging/pledging prohibited; independent executive sessions; robust risk oversight and ERM cadence .

Board service history and dual-role implications:

Director since 2018; currently CEO and director; independent chair and separate roles mitigate CEO/Chair concentration risk and enhance board independence; CEO does not receive additional director pay .

Director Compensation (as applicable to Archer)

Archer receives no additional compensation for service as a director; his compensation is set by independent directors under the executive program .

Compensation Structure Analysis

Mix and design: For 2025, Lam increased certainty by removing options and shifting to RSUs + PRSUs (60/40 for CEO), improving resilience amid stock volatility and aligning with peer practices; relative TSR now measured via percentile rank vs XSOX constituents, and negative absolute TSR caps payouts at 100% of target .
AIP calibration: 2024 included accelerated scaling between AOP and target to emphasize profitability execution; reverted to linear in 2025 to simplify .
Pay-for-performance: 2022/2024 PRSU payout at 56.94% demonstrates downside sensitivity when TSR trails peers; say-on-pay support >90% in 2021–2024 with engagement informing the 2025 negative TSR cap .

Compensation Peer Group and Say-on-Pay

Peer group (2025): semiconductor/equipment and tech hardware names (e.g., AMAT, KLA, NVIDIA, AMD, Intel, Texas Instruments, Micron, Broadcom; plus select hardware/software) with revenue and market cap bands at ~0.33–3x Lam .
Positioning: Lam does not target a single percentile for NEO pay; design balances competitiveness and stretch performance goals .
Say-on-pay: >90% approval 2021–2024; 2025 LTIP changes (negative TSR cap) aligned with investor feedback .

Related Party Transactions and Red Flags

Related party transactions: none requiring disclosure in FY2025; no family relationships among directors/executives .
Tax gross-ups: none for perquisites or CIC; relocation gross-up available broadly to employees (not executive-specific) .
Repricing of options: prohibited without shareholder approval .
Hedging/pledging: prohibited (alignment positive) .
Clawback: robust, regardless of fault for restatement-triggered recoupment .

Performance & Track Record

Metric	Details	Period
Revenue	~$16.2B (+~13% YoY)	CY2024
Operating Cash Flow	~$4.6B (~28% of revenue)	CY2024
Dividends Paid	~$1.1B	CY2024
Revenue	~$9.9B combined	Q1–Q2 CY2025
2022/2024 PRSU Payout	56.94% of target (CEO: 86,548 shares)	3-year cycle ending Jan 31, 2025

Note: All share counts reflect Lam’s 10-for-1 stock split effective October 2, 2024 .

Equity Ownership Guidelines and Pledging

CEO guideline: 6x base salary; NEOs in compliance or have time remaining; hedging/pledging prohibited by policy .

Board Service Summary (Archer)

Attribute	Status
Independence	Not independent (CEO)
Board Chair	Separate and independent (Talwalkar)
Committees	None listed for Archer
Attendance	≥75% threshold met; all nominees met threshold
Other Public Boards	Johnson Controls (Comp & Talent Dev Committee)

Investment Implications

Alignment and incentives: High at-risk mix with rigorous AIP profitability metrics and relative TSR-based PRSUs; 2022–2024 PRSU payout at 56.94% underscores downside sensitivity, while 2025 negative TSR cap prevents windfalls in down markets .
Retention and overhang: Large outstanding RSU/PRSU grants (e.g., 118,500 2025 RSUs; 177,750 2025 PRSU target) indicate meaningful vesting cadence over 2026–2028 and potential episodic supply; policy prohibiting hedging/pledging and robust ownership guidelines support alignment .
Governance risk: Dual role (CEO + director) mitigated by separate, independent chair and fully independent key committees; strong say-on-pay history reduces compensation controversy risk .
Downside protection vs upside leverage: Removal of options in 2025 shifts mix toward RSUs (lower risk) and PRSUs (performance-based), trading some upside torque for plan resilience amid sector volatility .