LAM RESEARCH CORP
For the period ended Nov 3, 2026. Filed Sep 24, 2026.
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Nov 3, 2026 · Filed Sep 24, 2026
Contents
Annual Incentive Program
Annual Incentive Program Components
The components of our AIP, each of which plays a role in determining actual payments made, are described below.
Annual Incentive Program Components
(1) By excluding certain costs and expenses that are not indicative of core results, we believe non-GAAP results are useful for analyzing business trends over multiple periods.
(2) For a description of corporate-level Annual Operating Plan goals, see “– Calendar Year 2025 Annual Incentive Program Parameters and Payout Decisions – 2025 Annual Incentive Program Individual Performance Factors” below.
The Funding Factor is set by the committee to create a maximum payout amount from which AIP payouts may be made. To determine each NEO’s AIP result, the committee assesses the results of each of the performance factors. The committee maintains discretion to adjust the performance factor results upward or downward, subject to the overall maximum established by the Funding Factor, although it did not exercise any such discretion in determining CY2025 payouts.
The metrics and goals for the AIP are set annually in connection with our annual business planning cycle and are directly connected to our annual business plans and goals. The interplay between our corporate planning cycle and our compensation planning and evaluation cycle is summarized in the figure below.
Annual Planning and Compensation Decision Cycle
We believe that, over time, outstanding business results create stockholder value. Consistent with this belief, multiple performance-based metrics (non-GAAP operating margin, non-GAAP gross margin, product market share, and strategic, operational, and organizational metrics embodied in organizational Annual Operating Plans) are established for our NEOs as part of the AIP. We believe the metrics and goals set under this program have been effective to motivate our NEOs and the organizations they lead, and to achieve pay-for-performance results.
Goals are set depending on the business environment and the Company’s annual objectives and strategies, encompassed in the Annual Operating Plans for the Company and the organizations managed by each of the NEOs, to ensure that they remain stretch goals regardless of changes in the business environment, which can vary significantly from year-to-year in our industry. Accordingly, as business conditions improve, Corporate Performance Factor and Profitability Performance Factor goals are calibrated to require better performance, and if business conditions deteriorate, these goals are calibrated to incentivize stretch performance under more difficult conditions. Annual Operating Plan objectives are also reflected in the Individual Performance Factor, which is based primarily on NEOs’ performance to corporate-level Annual Operating Plan goals, as well as individual contributions during the performance period.
As shown in the figure below, the committee establishes the Corporate Performance Factor and Profitability Performance Factor for each year to incorporate stretch goals that are challenging to achieve relative to our Annual Operating Plan, taking into consideration our business cycle and the overall industry outlook.
Over the two years through calendar year 2022, the committee raised the Corporate Performance Factor goal year-over-year as our outlook and the industry outlook improved (there was no Profitability Performance Factor in these years).
For calendar year 2023, the weakened industry outlook for wafer fabrication equipment spending prompted the committee to establish a Corporate Performance Factor goal that was below that of the prior year, reflecting the increased difficulty of achieving similar profitability on a significantly smaller revenue base. The committee also for the first time established a Profitability Performance Factor goal, with the metric of non-GAAP gross margin, in light of the focus by the Board, committee, and management team on the profitability of the Company, setting a stretch goal relative to our Annual Operating Plan.
In calendar year 2024, the committee established a slightly increased Corporate Performance Factor goal to incentivize improved performance relative to calendar year 2023, despite continued industry uncertainty. The committee also continued to include a Profitability Performance Factor, and established a significantly increased goal, reflecting the continued focus on profitability.
In calendar year 2025, the committee raised both the Corporate Performance Factor goal and the Profitability Performance Factor goal incrementally year-over-year, to continue to incentivize improved performance in light of a stronger industry and company outlook.
Lam Research Corporation 2026 Proxy Statement 37
Corporate and Profitability Performance Factor Goals for Calendar Years 2021-2025
The specific metrics and goals and the relative weightings for the Performance Factors are determined by the committee considering the recommendation of our CEO, other than the metrics and goals for the Individual Performance Factor, which are determined by our CEO, or in the case of the CEO, by the committee. In addition, the committee establishes individual target award opportunities for each NEO as a percentage of base salary. Specific target award opportunities are determined based on job scope and responsibilities, as well as an assessment of Peer Group data. Awards have a maximum payment amount defined as a multiple of the target award opportunity.
Calendar Year 2025 Annual Incentive Program Parameters and Payout Decisions
In February 2025, the committee set the calendar year 2025 target award opportunities, established the metrics and goals for the Funding Factor, the Corporate Performance Factor, and the Profitability Performance Factor, determined that the three Performance Factors should be weighted equally, and established the metrics and goals for the Individual Performance Factors for each then-employed NEO. In February 2026, the committee considered the actual results under these factors and made payout decisions for the calendar year 2025 program.
2025 Annual Incentive Program Target Award Opportunities. The AIP target award opportunities for calendar year 2025 for each NEO were as set forth the figure below in accordance with the principles described below under “– III. Executive Compensation Governance and Procedures – Peer Group Practices and Survey Data.” The target award opportunities (as a percentage of base salary) for each of our NEOs remained the same for calendar year 2025 relative to the prior year. The committee also set a maximum award opportunity, which for calendar year 2025 was equal to 2.50 times the target award opportunity.
Annual Incentive Program Target Award Opportunities for Calendar Year 2025
| Named Executive Officer | Target AwardOpportunity(% of Base Salary) | Target AwardOpportunity($)(1) |
|---|---|---|
| Timothy M. Archer | 200 | 2,600,000 |
| Douglas R. Bettinger | 115 | 891,250 |
| Seshasayee (Sesha) Varadarajan | 100 | 766,000 |
| Neil J. Fernandes | 90 | 567,000 |
| Vahid Vahedi | 100 | 650,000 |
(1)Calculated by multiplying each NEO’s annual base salary as of October 1, 2025 by their respective target award opportunity percentage.
2025 Annual Incentive Program Funding Factor, Corporate Performance Factor, and Profitability Performance Factor. In February 2025, the committee set non-GAAP operating margin as the metric for the Funding Factor and Corporate Performance Factor, and set non-GAAP gross margin as the metric for the Profitability Performance Factor for calendar year 2025, with the parameters as shown in the figure below.
Calendar Year 2025 Annual Incentive Program Metrics, Goals, and Results
(1)Minimums and maximums are set by the Funding Factor.
(2)Appendix Acontains a reconciliation of non-GAAP operating margin and non-GAAP gross margin to the results reported in our financial statements.
The Company’s actual non-GAAP operating margin and non-GAAP gross margin for calendar year 2025 resulted in the achievement levels shown in the figure above.
2025 Annual Incentive Program Individual Performance Factors. For calendar year 2025, the committee determined the Individual Performance Factor for each NEO (other than Mr. Archer) by establishing a baseline Individual Performance Factor of 1.05 based on the Company’s performance relative to corporate-level Annual Operating Plan goals and then applying adjustments to that baseline for individual NEOs based on differentiated individual performance.
For calendar year 2025, the corporate-level Annual Operating Plan goals spanned the following areas:
Market performance and execution: goals relating to growth in our served addressable market; success of new product introductions; penetration of new market opportunities and defense of established positions; and achievement of industry share targets, among other factors.
Safety, quality, and customer satisfaction: goals relating to safety; quality; growth of Customer Support Business Group revenue; on-time and complete delivery of products; and customer satisfaction, among other factors.
Human capital: goals relating to employee engagement, as measured by employee survey; and talent retention, among other factors.
Financial performance: goals relating to operating income; earnings per share; and gross margin, among other factors.
The committee assigned above-baseline Individual Performance Factors to two NEOs (other than Mr. Archer) based on their differentiated individual performance. The committee assigned an Individual Performance Factor of 1.15 to Mr. Varadarajan in recognition of his individual contributions to strong customer support and improved new product maturity at the time of introduction, while the committee assigned an Individual Performance Factor of 1.20 to Mr. Fernandes in recognition of his individual contributions to strong customer support and improved profitability of the Company.
In determining Mr. Archer’s Individual Performance Factor, the independent members of the Board evaluated the Company’s performance against its corporate-level goals, Mr. Archer’s individual performance, and the performance of the other members of the management team reporting to him, and determined to assign him an Individual Performance Factor equal to the highest level of individual performance achieved by the other NEOs.
Calendar Year 2025 Annual Incentive Program Payout Decisions. Based on the above results and decisions, for the calendar year 2025 AIP, the committee approved the payouts for each NEO as shown below, which were less than the maximum payout available under the Funding Factor:
Lam Research Corporation 2026 Proxy Statement 39
Annual Incentive Program Payouts for Calendar Year 2025
| Named Executive Officer | Target AwardOpportunity($)(1) | Maximum Award OpportunityFunding Factor (250.0% ofTarget Award Opportunity)($)(2) | Individual Performance Factor | Corporate Performance Factor | Profitability Performance Factor | ActualPayouts($)(3) |
|---|---|---|---|---|---|---|
| Timothy M. Archer | 2,600,000 | 6,500,000 | 1.20 | 1.264 | 1.38 | 5,442,278 |
| Douglas R. Bettinger | 891,250 | 2,228,125 | 1.05 | 1.264 | 1.38 | 1,632,356 |
| Seshasayee (Sesha) Varadarajan | 766,000 | 1,915,000 | 1.15 | 1.264 | 1.38 | 1,536,571 |
| Neil J. Fernandes | 567,000 | 1,417,500 | 1.20 | 1.264 | 1.38 | 1,186,835 |
| Vahid Vahedi | 650,000 | 1,625,000 | 1.05 | 1.264 | 1.38 | 1,190,498 |
(1)Calculated by multiplying each NEO’s annual base salary as of October 1, 2025 by their respective target award opportunity percentage.
(2)The Funding Factor resulted in AIP funding at 250.0% of target award opportunity for the calendar year (based on the actual non-GAAP operating margin results and the specific goal detailed under “– 2025 Annual Incentive Program Funding Factor, Corporate Performance Factor, and Profitability Performance Factor” above).
(3)Calculated by multiplying each NEO’s target award opportunity, in dollars, by each of (i) the Corporate Performance Factor of 1.264, (ii) the Profitability Performance Factor of 1.38, and (iii) that NEO’s individual Performance Factor.
Calendar Year 2026 Annual Incentive Program Parameters
In February 2026, the committee set the target award opportunity for each NEO as a percentage of base salary and set a maximum award opportunity equal to 2.50 times the target award opportunity. For calendar year 2026, target award opportunities increased for several NEOs compared to the prior year in order to remain competitive relative to our Peer Group. The target award opportunity for each NEO is shown below.
Annual Incentive Program Target Award Opportunities for Calendar Year 2026
| Named Executive Officer | Target Award Opportunity(% of Base Salary) |
|---|---|
| Timothy M. Archer | 200 |
| Douglas R. Bettinger | 120 |
| Seshasayee (Sesha) Varadarajan | 110 |
| Neil J. Fernandes | 100 |
| Vahid Vahedi | 100 |
The committee approved non-GAAP operating margin as the annual metric for the Funding Factor and the Corporate Performance Factor, approved non-GAAP gross margin as the annual metric for the Profitability Performance Factor, and set the annual goals for the Funding Factor, the Corporate Performance Factor, and the Profitability Performance Factor. Consistent with the program design, the Corporate Performance Factor and Profitability Performance Factor goals are more difficult to achieve than the Funding Factor goal. Individual Performance Factor metrics and goals were also established for each NEO, based on corporate-level Annual Operating Plan goals and individual performance. All Corporate, Profitability, and Individual Performance Factor goals were designed to be stretch goals.
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