Applied Materials DEF 14A: Executive Compensation Details

Ticker: AMAT · Form: DEF 14A · Filed: 2025-01-22T00:00:00.000Z

Sentiment: neutral

Topics: executive-compensation, proxy-statement, governance

Related Tickers: AMAT

TL;DR

AMAT DEF 14A out: exec comp details for FY24, equity awards breakdown.

AI Summary

Applied Materials Inc. (AMAT) filed its DEF 14A on January 22, 2025, detailing executive compensation and corporate governance matters. The filing covers the fiscal year ending October 26, 2024, and includes information on equity awards granted to its Named Executive Officers (NEOs) and Non-NEOs. Specific details on the change in fair value of outstanding equity awards and vesting dates are provided for the fiscal years 2020 through 2023.

Why It Matters

This filing provides transparency into how Applied Materials compensates its top executives, which can influence investor perception and the company's ability to attract and retain talent.

Risk Assessment

Risk Level: low — This is a routine annual filing detailing executive compensation and governance, with no immediate material financial events indicated.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is filed by companies to solicit proxies from shareholders for their annual meeting, and it contains detailed information about executive compensation, board of directors, and corporate governance.

What fiscal year does this specific DEF 14A filing primarily cover?

This DEF 14A filing, filed as of January 22, 2025, covers the fiscal year ending October 26, 2024.

What type of compensation details are highlighted in this filing?

The filing highlights details regarding equity awards granted to Named Executive Officers (NEOs) and Non-NEOs, including information on their fair value and vesting conditions.

What is the filing date of this DEF 14A?

The filing date for this DEF 14A is January 22, 2025.

What is the Standard Industrial Classification (SIC) code for Applied Materials Inc.?

The SIC code for Applied Materials Inc. is 3674, which corresponds to Semiconductors & Related Devices.

Filing Stats: 4,256 words · 17 min read · ~14 pages · Grade level 16.8 · Accepted 2025-01-22 16:34:21

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation v Our Commitment to Sustainability x Proposal 1 – Election of Directors 1 Nominees 1 Board and Corporate Governance Practices 12 Board Composition and Nominee Considerations 12 Nominee Skills and Experience 12 Board Matrix 13 Board Composition and Refreshment 14 Corporate Governance 16 Corporate Governance Guidelines 16 Board Leadership 16 Director Onboarding and Education 17 Board and Committee Evaluations 17 Board's Role in Risk Oversight 19 Board's Role in Oversight of Strategy 20 Management Succession Planning 20 Shareholder Rights 21 Shareholder Engagement 21 Shareholder Communications 22 Stock Ownership Guidelines 23 Standards of Business Conduct 23 Board Meetings and Committees 23 Director Compensation 25 Compensation Program for Directors 25 Director Compensation for Fiscal 2024 27 Stock Ownership Information 28 Principal Shareholders 28 Directors and Executive Officers 29 Proposal 2 – Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers 30 Page Compensation Discussion and Analysis 31 Executive Summary 31 Compensation Governance and Decision-Making Framework 37 Components of Total Direct Compensation 38 Additional Compensation Programs and Policies 50 Human Resources and Compensation Committee Report 52

Executive Compensation

Executive Compensation 53 Summary Compensation Table for Fiscal 2024, 2023 and 2022 53 Grants of Plan-Based Awards for Fiscal 2024 54 Outstanding Equity Awards at Fiscal 2024 Year-End 55 Option Exercises and Stock Vested for Fiscal 2024 56 Non-Qualified Deferred Compensation 56 Employment Agreement 57 Potential Payments Upon Termination or Change of Control 57 CEO Pay Ratio 59 Pay Versus Performance 60 Certain Relationships and Related Transactions 64 Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm 65 Fees Paid to KPMG LLP 65 Policy on Audit Committee's Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm 66 Audit Committee Report 66 Questions and Answers About the Proxy Statement and Our 2025 Annual Meeting 68 Other Matters 73 Shareholder Proposals or Nominations for 2026 Annual Meeting 73 No Incorporation by Reference 73 Appendix A: Unaudited Reconciliation of Non-GAAP Financial Measures A-1 Reconciliation of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found in Appendix A. Cautionary Note Regarding Forward-Looking Statements This Proxy Statement contains forward-looking statements, including those regarding anticipated growth and trends in our businesses and markets, industry outlooks and demand drivers, technology transitions, our business, strategies and financial performance, our investment and growth strategies, our development of new products and technologies, our sustainability strategies and targets, and other statements that are not historical fact, and actual results could differ materially. Risk factors that could cause actual results to differ are set forth in the "Risk Factors" section of, and elsewhere in, our 2024 Annual Report on Form

Executive Compensation

Executive Compensation Company Overview Applied Materials is the leader in the materials engineering solutions used to produce virtually every new semiconductor and advanced display in the world. Our expertise in modifying materials at atomic levels and on an industrial scale enables customers to transform possibilities into reality. At Applied Materials, our innovations Make Possible a Better Future. We develop, design, produce and service semiconductor and display equipment for manufacturers that sell into highly competitive and rapidly changing end markets. Our competitive positioning is driven by the ability of our talented workforce to identify major technology inflections early, and to develop highly differentiated materials engineering solutions for our customers to enable those technology inflections. Through our broad, unique and connected portfolio of products, technologies and services, and our innovation leadership and focused investments in research and development, we are enabling our customers' success and creating significant value for our shareholders. Applied's ability to hire, develop and retain a world-class global workforce is based on our commitment to creating a culture that embraces different backgrounds, perspectives, and experiences to build stronger, more resilient teams. Consistent with our core values, we enable our employees to do their best work by providing quality training, learning and career development opportunities and upholding a high standard of ethics and respect for human rights. In addition to our other accomplishments, we continue to make strong progress along our 10-year road map for environmental and social responsibility, which we introduced in 2020. Our sustainability framework refers to the holistic goals and commitments we've set for our operations, how we work with customers and suppliers, and how our technology can be used to advance sustainability on a global scale. In 2023, we announced our Net Zero 2040 P

View on Read The Filing