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Applied Materials, Inc. 3050 Bowers Avenue Santa Clara, California 95054 (408) 727-5555 |
January 22, 2025
Dear Fellow Shareholders:
On behalf of the Board of Directors, we are pleased to invite you to attend Applied Materials’ 2025 Annual Meeting of Shareholders, which will be held on Thursday, March 6, 2025, at 11:00 a.m. Pacific Time at our corporate offices at 3333 Scott Boulevard, Building 52, Santa Clara, California 95054.
We encourage you to read this Proxy Statement because it contains important information for voting your shares and sets forth how the Board oversaw your investment over the past year. This year’s Proxy Statement reflects our continued focus on our business strategy, an engaged and effective Board, sound corporate governance and executive compensation practices, our sustainability strategy, and our regular dialogue with and responsiveness to our shareholders.
Financial Performance and Business Strategy
In fiscal 2024, Applied Materials delivered record revenue and earnings, marking our fifth consecutive year of growth. Our revenue increased in all three business segments, and we made improvements to our operations and supply chain that supported strong cash flow and margin performance.
As we look ahead, we remain very positive about our long-term growth opportunities. Semiconductors are the foundation of tectonic shifts in technology that will reshape the global economy over the next several decades, including artificial intelligence, automation and robotics, electric and autonomous vehicles, and clean energy. The strategic importance of semiconductors is increasing throughout the world, and Applied Materials is in a great position to benefit from this exciting period of industry innovation and growth. Our broad, unique and connected portfolio of products and technologies enables energy-efficient computing, and we are collaborating closely with our customers to accelerate development and commercialization of next-generation technologies.
An Engaged, Effective and Responsive Board
Our Board serves a crucial role in guiding our long-term strategy in partnership with management. This year’s director nominees possess a wide range of backgrounds, skills and experience, including relevant subject matter expertise, intended to position our Board to provide insight into the major technology inflections – and opportunities – within our industry. Our corporate governance practices are also designed to strengthen the Board’s and management’s accountability.
In addition, our Board remains committed to a robust shareholder engagement program, which includes regular outreach to holders of more than half of our outstanding shares. Our shareholder engagement program focuses on issues of interest to our shareholders, particularly in the areas of governance, compensation, sustainability and the Board’s effectiveness. Shareholder feedback continues to directly inform the Board’s decision-making on a variety of important matters.
On behalf of the Board, we thank you for your continued investment in and support of Applied Materials.
Sincerely,
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Thomas J. Iannotti Chairman of the Board |
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Gary E. Dickerson President and Chief Executive Officer |
Board and Corporate Governance Practices
Diversity. Our Board values having a Board that reflects diverse perspectives, including those based on gender, ethnicity, skills, experience at policy-making levels in areas that are relevant to the Company’s global activities, and functional, geographic or cultural backgrounds. Our Board has adopted a Policy on Board Diversity within our Corporate Governance Guidelines, which reflects the Board’s commitment to actively seek out women and ethnically diverse director candidates and to consider the factors above, among others, in the context of the current composition of the Board and needs of the Company, when identifying and evaluating director candidates.
Independence. The Board’s Governance Committee expects each non-employee director to be free of relationships, interests or affiliations that could give rise to conflicts of interest or interfere with the director’s exercise of independent judgment. Applied’s Corporate Governance Guidelines require that a majority of our directors must be independent, and that our Audit, HRCC and Governance Committees must consist solely of independent directors. Director independence is determined under Nasdaq listing standards and SEC rules. The Board has affirmatively determined that, other than Mr. Dickerson, our Chief Executive Officer, all members of the Board who served during 2024 and all director nominees are independent under applicable Nasdaq listing standards and SEC rules.
Tenure. The Board believes that new ideas and perspectives are critical to a forward-looking and strategic Board, as are the valuable experiences and deep understanding of Applied’s business and industries that longer-serving directors offer. Our Corporate Governance Guidelines do not impose a term limit on Board service, but our directors are not typically nominated for re-election after they reach the age of 72. As a result of our ongoing Board refreshment efforts, we have added two new directors to the Board over the last five years, which has resulted in a balanced range of tenures, ensuring both continuity and fresh perspectives among our director nominees.
Board Composition and Refreshment
Identification of New Director Candidates. Identifying and recommending individuals for nomination and election to our Board is a principal responsibility of our Governance Committee, which performs this function through an ongoing process.
The Governance Committee regularly considers the size and composition of the Board and assesses whether the composition appropriately aligns with the Company’s evolving business and strategic needs. In its consideration of potential director candidates, the Governance Committee reviews the short-term and long-term strategies and interests of the Company to determine what current and future skills and experiences are required of the Board in exercising its oversight function. Specific search criteria evolve over time to reflect the Company’s dynamic business and strategic needs and the changing composition of the Board, and may include factors such as:
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Operating experience or thought leadership in key markets, industries, technologies, or business models that are aligned with the Company’s strategic growth plans; |
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Business or cultural background in regions where the Company does significant business; |
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Senior executive leadership and management experience; and |
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Subject matter expertise in such areas as corporate finance and financial reporting, governance, compensation, risk management and operations. |
The Governance Committee also considers succession planning in light of anticipated retirements, and for Board and Committee Chair roles, to maintain relevant expertise and depth of experience.
In addition, all director candidates are also expected to possess or demonstrate:
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Sound judgment, analytical and inquisitive perspective, and practical wisdom; |
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Strategic mindset and an engaged and collaborative approach; |
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Independence, personal and professional ethics, integrity and values; and |
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Commitment to representing the long-term interests of Applied’s shareholders. |
The Governance Committee may retain a search firm to assist in identifying and evaluating new candidates for director nominees and may also consider referrals from directors, shareholders, or other sources. The Governance Committee evaluates and interviews potential Board candidates and makes appointment recommendations to the full Board. All members of the Board may interview candidates.
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| 14 | APPLIED MATERIALS, INC. 2025 PROXY STATEMENT |
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Board and Corporate Governance Practices
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Leading, along with the members of the HRCC and the other independent directors, the annual performance review of the CEO |
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In conjunction with the relevant committees of the Board, reviewing and assessing director performance and compensation, and the size and composition of the Board |
The Chairs of all the Board’s Committees – Audit, Governance, HRCC and Strategy and Investment – are also independent directors.
Director Onboarding and Education
When new directors join our Board, they participate in a comprehensive onboarding program to learn about our industry, business, strategies and policies. The multi-day onboarding program includes meetings with senior executives to discuss our businesses, strategy and operations, and our corporate functions, such as finance, technology, information systems and legal, and a tour of the Maydan Technology Center, our state-of-the-art R&D facility. New directors also meet with the executives and staff supporting the Committees on which they sit, as well as the Committees’ external consultants and advisors. Each new director is also partnered with an experienced fellow director “mentor” to facilitate the integration of the new director to the Board.
For continuing education regarding our business and industry, we provide presentations by internal and external experts during Board meetings on topics such as technology inflections, industry trends, and developments in the geopolitical, macroeconomic and sustainability landscapes, with a particular focus on the implications and impact to the Company. Our Board and Committees also regularly review developments in corporate governance to continue enhancing the Board’s effectiveness. We encourage directors to participate in external continuing director education programs and provide reimbursement for expenses associated with this participation.
Throughout the year, Board members also visit our manufacturing facilities and attend Company events, including our Engineering and Technology (ET) Conference, Culture of Inclusion Summit, and the announcement of our investment to build the Equipment and Process Innovation and Commercialization (EPIC) Center, an advanced facility for collaborative semiconductor process technology and manufacturing equipment R&D. In 2024, the Board held a meeting at our Austin, Texas offices, during which directors met with members of our employee resource groups and participated in a guided tour of our recently-built Logistics Service Center. Also in 2024, the Board held a meeting in South Korea, where directors met with key customers and our regional executives, and participated in an employee event celebrating the 35th anniversary of the establishment of Applied Materials Korea. These interactions, along with meetings with leaders below the CEO Executive Leadership Team level throughout the year, offer directors additional visibility to provide effective oversight of the Company’s strategies, operations and culture.
Board and Committee Evaluations
Our Board recognizes that a thorough, constructive evaluation process enhances our Board’s effectiveness and is an essential element of good corporate governance. Each year, the Governance Committee, in consultation with our independent Board Chair, reviews and determines the design, scope, content and execution of the evaluation process, including whether to modify the written evaluation questionnaire or to engage a third party to facilitate the evaluation.
In 2023, the Governance Committee reviewed the evaluation process that had been in place for a number of years and considered the input of Board members on the evaluation process. Based on this review, the Governance Committee determined to make enhancements to the process to include more focused questions to invite open-ended responses, rather than numerical ratings, on each director’s assessments of the Board, the Board Committees and individual directors. Written questionnaires were used for the 2023 and 2024 evaluations to solicit feedback on a range of topics, including overall Board effectiveness; Board dynamics and communications; interaction with management; Board skills and experience; the role of the Board and Committee chairs; and information and resources needed for the effective functioning of the Board.
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APPLIED MATERIALS, INC. 2025 PROXY STATEMENT | 17 |
Board and Corporate Governance Practices
The risks identified by the ERM program are reported to the Board, with a focus on the most significant risks facing the Company, including strategic, operational, financial, legal and compliance risks. Our most recent ERM assessment identified cybersecurity, geopolitical environment, artificial intelligence, and talent scalability and succession as among the top risks for the Company. Oversight responsibility for a particular risk may fall within an area of responsibility and expertise of one of the Board Committees. Management presents regular analyses of risk mitigation strategies to the Board or the respective Committee with oversight responsibility for the relevant risk. The ERM Committee reports to the Audit Committee at least semi-annually and provides a broader annual risk mitigation update to the full Board.
Risk Assessment of Compensation Programs. We have assessed our compensation policies, plans and practices, and determined that they do not create risks that are reasonably likely to have a material adverse effect on Applied. To make this determination, our management reviewed Applied’s compensation policies, plans and practices, and assessed the following aspects: design, payment methodology, potential payment volatility, relationship to our financial results, length of performance period, risk-mitigating features, performance measures and goals, oversight and controls, and plan features and values compared to market practices. Management reviewed its analysis with the HRCC, which agreed with this determination. Applied also has in place various controls to mitigate risks relating to compensation policies, plans and practices, such as executive stock ownership guidelines and a clawback policy that enables the recovery of certain incentive compensation payments in certain circumstances.
Board’s Role in Oversight of Strategy
The Board and its Committees actively engage with management to provide guidance on and oversight of Applied’s business strategy throughout the year. The Board dedicates one meeting annually to focus on Applied’s long-term strategy, which include strategic plans from members of senior management on the priorities and implementation strategies for their respective lines of business. These strategic plans guide Applied’s actions to manage risk and deliver shareholder value. The Board’s expanded strategy sessions also include presentations by internal experts to discuss technologies and markets relevant to our core businesses as well as adjacent and emerging technologies. In addition, various elements of strategy are discussed at every Board meeting, as well as at meetings of the Board’s Committees, including the Strategy and Investment Committee. In order to assess performance against our strategic plans, the Board receives regular updates on progress and execution, and provides direction to senior management throughout the year.
To enhance its oversight of Applied’s strategy and process for considering long-term trends within the Company’s industries, the Board also leverages Applied’s Growth Technical Advisory Board, which is composed of leading academic and industry luminaries with a diverse set of backgrounds in fields such as science, technology, government and education. This Advisory Board, which includes a former member of the Applied Board, provides Applied and the Board with additional independent insights on how major industries will continue to evolve in a technology-centric world.
Management Succession Planning
The Board and the HRCC recognize that developing the capabilities of Applied’s executives is vital to our ability to capitalize on our opportunities and increase long-term shareholder value. Accordingly, one of the HRCC’s goals is to oversee the Company’s programs that foster executive capability and retention, with emphasis on leadership development, management capabilities and succession plans.
We build our leadership capability using a multi-step approach to succession planning for our most critical roles, including CEO, executive and technology leadership positions. Our executive succession planning process is a carefully designed, thoughtful and long-term approach overseen by the HRCC and the Board. With the guidance of the HRCC, the Board also maintains a CEO emergency succession plan. We plan, and prepare as many years in advance as possible, for anticipated transitions to ensure leadership continuity and positive outcomes for the Company. Another key component of succession planning is leadership assessment and development of potential successors, including moving leaders into new, increasingly complex roles that complement their professional development. In addition, diversity of our succession pipelines is a priority of our Board and the Company, and we strive to ensure a diverse succession slate.
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| 20 | APPLIED MATERIALS, INC. 2025 PROXY STATEMENT |
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Board and Corporate Governance Practices
Management reports regularly either to the HRCC or the full Board on executive leadership development and succession planning, ensuring development of the talent needed to lead Applied today and in the future. Board members have opportunities throughout the year to engage with members of senior management and other high-potential leaders in a variety of formal and informal settings, including Board meetings and events, preparatory meetings, analyst meetings, and internal and external business and technology conferences. The HRCC and Board also regularly discuss individual executive transitions as needed over the course of the year. The Board’s goal is to have a long-term and continuing process for succession planning and senior leadership development.
Shareholder Rights
In addition to direct engagement through our recurring shareholder engagement program discussed below, we have instituted a number of mechanisms that allow shareholders to advance their points of view, including:
Right to Call a Special Meeting. Our Bylaws permit shareholders holding at least 10% of our outstanding shares of common stock to call a special meeting. In fiscal 2024, our Board approved an amendment and restatement of our Bylaws to lower the threshold from 20% to 10% in response to majority support of a shareholder proposal on this topic and the feedback we received from shareholders.
Right to Act by Written Consent. Our Certificate of Incorporation permits shareholders holding at least 20% of our outstanding shares of common stock to initiate the process for shareholders to take action by written consent without a meeting.
Proxy Access. Our Bylaws permit proxy access. Any shareholder (or group of up to 20 shareholders) owning 3% or more of Applied’s common stock continuously for at least three years may nominate up to two individuals or 20% of our Board, whichever is greater, as director candidates for election to the Board, and require us to include such nominees in our annual meeting proxy statement.
Majority Voting. Under our Bylaws, in any uncontested election of directors (an election in which the number of nominees does not exceed the number of directors to be elected), any nominee who receives a greater number of votes cast “for” their election than votes cast “against” their election will be elected.
Our Bylaws provide that in the event an incumbent director receives more “against” than “for” votes, they shall tender their resignation after certification of the shareholder vote. Our Governance Committee, composed entirely of independent directors, will consider the offer of resignation, taking into consideration all factors it deems relevant, and recommend to the Board the action to be taken. The Board must take action on the recommendation within 90 days following certification of the shareholder vote. No director who tenders an offer of resignation may participate in the vote on the Governance Committee’s recommendation or the Board’s determination of whether to accept the resignation offer. Applied will publicly disclose the Board’s decision, including, if applicable, the reasons for rejecting an offer to resign.
Shareholder Engagement
We believe that strong corporate governance should include regular engagement with our shareholders to enable us to understand and respond to shareholder concerns.
Investor Relations. Our senior management team, including our CEO, CFO and members of our Investor Relations team, maintain regular contact with a broad base of investors, including through quarterly earnings calls, individual meetings and other channels for communication, to understand their concerns. In 2024, senior management participated in 124 meetings with investors, including 85 meetings with our CFO and 20 with our CEO.
Shareholder Outreach Program. In addition, we have a robust shareholder outreach program, which is a recurring, year-round effort, led by a cross-functional team that includes members of our Investor Relations, Global Rewards, Sustainability and Legal functions, with participation of our independent directors, where appropriate. The engagement enables us to build meaningful relationships over time with our shareholders. The Board’s Governance Committee oversees our shareholder engagement program.
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APPLIED MATERIALS, INC. 2025 PROXY STATEMENT | 21 |
PROPOSAL 2 – Approval, on an Advisory Basis, of
the Compensation of Our Named Executive Officers
PROPOSAL 2 – Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers
Pursuant to Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are asking shareholders to approve, on a non-binding, advisory basis, the compensation of our NEOs, as described in this Proxy Statement. We seek this approval each year. Our annual “say-on-pay” proposals have been supported by our shareholders each year since we began providing this vote in 2011, and received the support of 91% of votes cast in 2024.
Our Board of Directors believes that our compensation policies and practices promote a performance-based culture and align our executives’ interests with those of our shareholders through a strong emphasis on at-risk compensation tied to the achievement of performance objectives and shareholder value. Our executive compensation program is also designed to attract and retain highly-talented executives who are critical to the successful implementation of Applied’s strategic plan.
Performance-Based Compensation. We align compensation with our business objectives, performance and shareholder interests. See the section titled “Overview of Compensation Program Philosophy and Governance Framework” on page 37 for a discussion of the principal objectives of our executive compensation program.
Significant Portion of CEO Pay Consists of Variable Compensation and Long-Term Incentives. In fiscal 2024, 96% of our CEO’s compensation comprised variable compensation elements, and 90% of his overall compensation was delivered in equity with multi-year vesting. Performance objectives include financial and market objectives relating to non-GAAP operating margin, relative TSR, non-GAAP gross margin and wafer fabrication equipment market share, as well as other strategic and operational objectives, as described on pages 41 and 42.
Please see the “Compensation Discussion and Analysis” section for further discussion of our executive compensation program and the fiscal 2024 compensation of our NEOs.
We are asking our shareholders to approve the compensation of our NEOs as described in this Proxy Statement by voting in favor of the following resolution:
“RESOLVED, that the shareholders approve, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis section, the Summary Compensation Table, other compensation tables, narrative discussion and related disclosure.”
Even though this say-on-pay vote is advisory and therefore will not be binding on the Company, the HRCC and the Board value the opinions of our shareholders, and will consider the results of the vote when making future compensation decisions for our NEOs.
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The Board recommends that you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2024, as disclosed in this Proxy Statement |
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| 30 | APPLIED MATERIALS, INC. 2025 PROXY STATEMENT |
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Compensation Discussion and Analysis
In June 2023, the HRCC conducted a review of our peer group, using the screening criteria described above. Based on this assessment, the HRCC determined to remove NetApp, Inc. and replace it with International Business Machines Corporation, to bring the median size of the peer group closer to that of Applied, and otherwise leave the fiscal 2023 peer group unchanged. Our resulting fiscal 2024 peer group, and our relative size compared to the peer companies at the time of the HRCC’s establishment of the peer group, are set forth below.
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| Fiscal 2024 Peer Group |
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| Advanced Micro Devices, Inc. |
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Lam Research Corporation |
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| Analog Devices, Inc. |
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Micron Technology, Inc. |
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| Broadcom Inc. |
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Motorola Solutions, Inc. |
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| Cisco Systems, Inc. |
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NVIDIA Corporation |
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| Corning Incorporated |
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NXP Semiconductors N.V. |
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| Intel Corporation |
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QUALCOMM Incorporated |
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| International Business Machines Corporation |
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Texas Instruments Incorporated |
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| KLA Corporation |
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Western Digital Corporation |
Applied Materials Positioning Relative to Peers1
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As of the HRCC’s review in June 2023. |
In March 2024, the HRCC conducted a review of the peer group, continuing to use the screening criteria described above. Based on this assessment, the HRCC determined to remove Motorola Solutions, Inc. and Western Digital Corporation, given their differences in size, limited peer overlap, and limited competition for talent with Applied, and otherwise not to make any other changes to the fiscal 2024 peer group. Each of the companies in the resulting fiscal 2025 peer group met most or all of the four screening criteria.
Components of Total Direct Compensation
Determining Total Direct Compensation
At the beginning of fiscal 2024, the HRCC evaluated and established total direct compensation – consisting of base salary, target annual incentive opportunity for the fiscal year and long-term incentive award value – for each NEO. As part of this annual evaluation, the HRCC considered the NEO’s scope of responsibility, performance, skill set, prior experience and achievements, advancement potential, impact on results and expected future contribution to our business. The HRCC also considered the compensation levels of each executive officer relative to other Applied officers, the need to attract and retain talent, business conditions, and compensation levels at our peer companies for comparable positions; however, no individual element of compensation was targeted to a peer percentile range. Following the end of fiscal 2024, the HRCC determined payouts for performance-based compensation programs, based on the performance of the Company and individual NEOs as compared to pre-established objectives.
Target Cash Compensation
Base salaries and bonus opportunities are designed to attract, motivate, reward and retain highly-talented executives, as well as to align pay with performance. Applied continues to focus the weighting of cash compensation more heavily toward performance-based incentives. At the beginning of each fiscal year (or at the time of an executive officer’s hire or appointment, as applicable), the HRCC determines each NEO’s target total cash compensation (salary and target bonus).
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| 38 | APPLIED MATERIALS, INC. 2025 PROXY STATEMENT |
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Compensation Discussion and Analysis
efficient use of capital and identification of investments with a return above the cost of capital in order to drive long-term shareholder value. The remaining 50% of the fiscal 2025-2027 PSUs will continue to be based on relative TSR compared to the S&P 500.
Role and Authority of the Human Resources and Compensation Committee
The HRCC has a written charter approved by the Board that specifies the HRCC’s duties and responsibilities, which is available on our website at: https://www.appliedmaterials.com/us/en/about/corporate-governance.html. In accordance with its charter, the HRCC oversees our programs that foster executive and employee development and retention, with an emphasis on leadership development, management capabilities, succession plans, company culture and human capital management. The HRCC also determines executive and director compensation, and oversees significant employee benefits programs, policies and plans.
Each member of the HRCC has been determined by the Board to be independent under Nasdaq and SEC rules. The HRCC may delegate any of its responsibilities to subcommittees. See “Board Meetings and Committees” on page 23 for more information about the HRCC.
Role of Compensation Consultant
The HRCC has the authority to engage independent advisors to assist it in carrying out its responsibilities. For fiscal 2024, the HRCC engaged Semler Brossy Consulting Group (“Semler Brossy”) as its independent executive compensation consultant. Semler Brossy, who reports directly to the HRCC and not to management, is independent from Applied, has not provided any services to Applied other than to the HRCC and receives compensation from Applied only for services provided to the HRCC. The HRCC assessed the independence of Semler Brossy pursuant to SEC rules and concluded that the work of Semler Brossy for the HRCC has not raised any conflict of interest.
Semler Brossy reviews and advises on all principal aspects of the executive compensation program. Its main responsibilities are as follows:
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Advise on alignment of pay and performance; |
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Review and advise on executive total compensation, including base salaries, short- and long-term incentives, and associated performance metrics and goals; |
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Advise on trends in executive compensation; |
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Provide recommendations regarding the composition of our peer group; |
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Analyze market compensation practices based on peer group proxy statements, compensation survey data and other publicly available data; and |
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Perform any special projects requested by the HRCC. |
The HRCC typically asks Semler Brossy to attend the HRCC’s meetings, including executive sessions at which management is not present. Semler Brossy communicates regularly with the HRCC Chair outside of committee meetings and also meets with management to gather information and review proposals.
Role of Executive Officers and Management in Compensation Decisions
In fiscal 2024, the HRCC invited Mr. Dickerson (as CEO) and other executives, including representatives of Global Human Resources and Global Rewards, to attend its meetings. The HRCC also regularly held executive sessions without management present. The CEO, together with the HRCC, assesses the performance of our NEOs and other executive officers. The CEO presents to the HRCC his evaluation of each executive officer’s performance over the past year and makes recommendations to the HRCC regarding base salaries, bonus targets and actual payments, performance goals and weightings, and long-term incentive awards for executive officers. The HRCC considers these recommendations in making its final determinations, in addition to considering input from Semler Brossy. The HRCC discusses the CEO’s compensation and makes final decisions regarding the CEO’s compensation when he is not present.
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APPLIED MATERIALS, INC. 2025 PROXY STATEMENT | 49 |
Compensation Discussion and Analysis
Additional Compensation Programs and Policies
Non-Qualified Deferred Compensation Plan
Our 2016 Deferred Compensation Plan (the “DCP”) allows our NEOs and other eligible employees to voluntarily defer on a pre-tax basis a portion of their eligible earnings. We do not provide matching or other employer contributions to any DCP participant, including our executive officers. Deferrals made prior to 2016 under the DCP are credited with deemed interest and are subject to the distribution rules in place prior to the DCP amendment in 2015. Beginning in 2016, participants are permitted to notionally invest new deferrals in certain investment options available under the DCP. Additionally, for new deferrals, the DCP provides distribution rules for in-service distributions or upon a qualifying separation from service, or an elected future date, and in the event of a qualified disability or change in control. See “Nonqualified Deferred Compensation” below for more information about the DCP.
Retirement and Other Benefits
During fiscal 2024, all full-time and part-time (working 20 or more hours a week) U.S. employees, including the NEOs, were eligible to participate in Applied’s 401(k) plan, a tax-qualified retirement plan. Eligible Applied 401(k) plan participants receive matching contributions from Applied. We do not provide defined benefit pension plans or, other than the 401(k) plan and the DCP, defined contribution retirement plans to the NEOs or other employees, except as required in certain countries outside the U.S. for legal or competitive reasons. Applied offers a number of other benefits programs to a broad base of eligible employees, including a tax-qualified employee stock purchase plan, medical, dental and vision insurance, long-term and short-term disability plans, life and accidental death and dismemberment plans, health and dependent care flexible spending accounts, business travel insurance, wellness programs, educational assistance, employee assistance program and certain other country-specific benefits.
Applied annually benchmarks its overall benefits programs, including the 401(k) plan, against those of our peers. Applied’s overall broad-based benefits programs are consistent with market practice, which the HRCC believes allows us to remain competitive in attracting and retaining talent.
Applied maintains a relocation program available to all eligible employees that is consistent with current practices among large global companies. Applied provides competitive relocation benefits to ensure it can fill positions critical to its business needs and provide career development opportunities for high-potential employees. During fiscal 2024, the Company provided Mr. Hill with benefits consistent with our relocation policy to complete his relocation.
The safety and security of the Company’s CEO are important to Applied’s continued success. Based on the recommendations from a third-party security risk assessment, the HRCC has approved the provision of monitoring and maintenance services of a residential security system for Mr. Dickerson, as well as the provision of travel-related security services for Mr. Dickerson and his family. The HRCC has a process for periodic oversight of the nature and cost of security measures provided for Mr. Dickerson.
The value of the benefits provided under the programs discussed above are not considered by the HRCC in determining an individual NEO’s total compensation.
Stock Ownership Guidelines
We have stock ownership guidelines to help align the interests of our Section 16 officers on the Executive Leadership Team with those of our shareholders. The guidelines provide that officers may not sell any shares of Applied stock if their ownership is, or following the sale would fall, below the following ownership levels:
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Ownership Level
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| CEO |
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6x base salary |
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| Other Officers |
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3x base salary |
Unearned performance awards are not included for purposes of satisfying the guidelines.
As of December 31, 2024, all of our officers were in compliance with the stock ownership guidelines.
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| 50 | APPLIED MATERIALS, INC. 2025 PROXY STATEMENT |
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PROPOSAL 3 – Ratification of the Appointment of
Independent Registered Public Accounting Firm
Audit Fees consisted of fees for (a) professional services rendered for the annual audit of Applied’s consolidated financial statements and audit of internal control over financial reporting, (b) review of the interim consolidated financial statements included in quarterly reports and (c) services that are typically provided by an independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
Audit-Related Fees included fees for assurance and related services that were reasonably related to the performance of the audit or review of Applied’s consolidated financial statements and are not reported under “Audit Fees,” including fees incurred for services in connection with compliance with government-funded grant requirements and audits of financial statements of certain employee benefit plans.
Tax Fees consisted of fees for professional services for tax compliance and review, and tax planning and advice. Tax compliance and review services included federal, state, and international tax compliance, assistance with tax audits and appeals, and assistance with customs and duties audits. Tax planning and advice services included consultations related to tax compliance matters and certain international operations.
All Other Fees consisted of fees for professional services other than the services reported above, including services in connection with compliance with local regulations and benchmarking studies.
The Audit Committee has concluded that the provision of the non-audit services described above was compatible with maintaining the independence of KPMG.
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The Board recommends that you vote FOR the ratification of the appointment of KPMG as Applied’s independent registered public accounting firm for fiscal 2025 |
Policy on Audit Committee’s Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
The Audit Committee reviews and, as appropriate, pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, and tax services, as well as specifically designated non-audit services which, in the opinion of the Audit Committee, will not impair the independence of the independent registered public accounting firm. Pre-approval generally is provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and generally is subject to a specific budget. The independent registered public accounting firm and Applied’s management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, including the fees for the services performed to date. In addition, the Audit Committee also may pre-approve particular services on a case-by-case basis, as necessary or appropriate.
Audit Committee Report
The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that Applied specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.
Composition. The Audit Committee of the Board is composed of the directors named below. Each member of the Audit Committee meets the independence and financial experience requirements under applicable SEC rules and Nasdaq listing standards. In addition, the Board has determined that each of Judy Bruner, Kevin P. March, Yvonne McGill and Scott A. McGregor is an “audit committee financial expert” as defined by SEC rules.
Responsibilities. The Audit Committee operates under a written charter that has been adopted by the Board. The charter is reviewed annually for changes, as appropriate. The Audit Committee is responsible for general oversight of Applied’s auditing, accounting and financial reporting processes, system of internal control over financial reporting, and tax, trade, legal, regulatory and ethical compliance. Applied’s management is responsible for: (a) maintaining Applied’s books of account and preparing periodic financial statements based thereon; and (b) maintaining the system of internal
control over financial reporting. The independent registered public accounting firm is responsible for auditing Applied’s annual consolidated financial statements and Applied’s internal control over financial reporting.
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| 66 | APPLIED MATERIALS, INC. 2025 PROXY STATEMENT |
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Other Matters
Other Matters
Shareholder Proposals or Nominations for 2026 Annual Meeting
If a shareholder would like us to consider including a proposal in the proxy statement for our 2026 Annual Meeting pursuant to Rule 14a-8 of the Exchange Act, the proposal must be received by our Corporate Secretary at our principal executive offices or by e-mail at corporatesecretary@amat.com on or before September 24, 2025.
For a shareholder’s notice of nomination of one or more director candidates to be included in our proxy statement and ballot pursuant to the proxy access right included in Section 2.15 of our Bylaws, it must be received by our Corporate Secretary at our principal executive offices or by e-mail at corporatesecretary@amat.com no earlier than August 25, 2025, and no later than the close of business on September 24, 2025. The notice must contain the information required by our Bylaws, and the shareholder(s) and nominee(s) must comply with the information and other requirements in our Bylaws relating to the inclusion of shareholder nominees in our proxy materials.
If a shareholder seeks to propose other business or nominate a director, but does not seek to include a proposal or director nominee in our proxy statement for our 2026 Annual Meeting, pursuant to the advance notice provisions of our Bylaws, notice must be received by our Corporate Secretary at our principal executive offices no earlier than November 21, 2025, and no later than the close of business on December 21, 2025. The notice must contain the information required by our Bylaws, including the information required by Rule 14a-19 of the Exchange Act in the case of a shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees.
Our Bylaws contain specific requirements regarding a shareholder’s ability to nominate a director or to submit a proposal for consideration at an upcoming meeting. If you would like a copy of our Bylaws, please contact our Corporate Secretary by e-mail at corporatesecretary@amat.com.
No Incorporation by Reference
In Applied’s filings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC rules, the “Audit Committee Report” and the “Human Resources and Compensation Committee Report” contained in this Proxy Statement are not incorporated by reference into any of our other filings with the SEC, except to the extent we specifically incorporate either report by reference into a filing. In addition, this Proxy Statement includes several website addresses, including the website where our Sustainability Report can be accessed. These website addresses are intended to provide inactive, textual references only. The information on these websites and in our Sustainability Report is not part of or incorporated by reference into this Proxy Statement or any of our other filings with the SEC.
YOU MAY OBTAIN A COPY OF APPLIED’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 27, 2024 ON OUR WEBSITE AT www.appliedmaterials.com OR WITHOUT CHARGE BY SENDING A WRITTEN REQUEST TO APPLIED MATERIALS, INC., 3050 BOWERS AVENUE, P.O. BOX 58039, M/S 52605, SANTA CLARA, CALIFORNIA 95054-3299, ATTN: INVESTOR RELATIONS.
By Order of the Board of Directors
Santa Clara, California
January 22, 2025
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APPLIED MATERIALS, INC. 2025 PROXY STATEMENT | 73 |
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Oct. 27, 2024 |
Oct. 29, 2023 |
Oct. 30, 2022 |
Oct. 31, 2021 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
The following disclosure sets forth information concerning the compensation for our principal executive officer (“PEO”) and the average compensation for our other NEOs (“Non-PEO NEOs”), as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” for such individuals, and certain financial performance measures, for our four most recently completed fiscal years. This disclosure has been prepared in accordance with Item 402(v) of the Exchange Act. Pay versus Performance Table
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Value of Initial Fixed $100
Investment Based on: |
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Summary Compensation Table Total for PEO (1) |
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Compensation Actually Paid to PEO (1)(2)(3) |
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Average Summary Compensation Table Total for Non-PEO NEOs (1) |
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Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(4) |
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Total Shareholder Return (5) |
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Peer Group Total Shareholder Return (5) |
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2024 |
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$27,799,212 |
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$ 86,080,922 |
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$7,002,497 |
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$15,828,801 |
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$316.48 |
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$232.14 |
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$7,177 |
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$8.65 |
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2023 |
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$26,854,544 |
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$ 71,918,135 |
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$6,475,471 |
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$12,376,799 |
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$221.11 |
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$142.27 |
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$6,856 |
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$8.05 |
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2022 |
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$20,399,972 |
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($ 22,058,266 |
) |
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$5,953,570 |
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$ 1,634,909 |
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$149.67 |
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$105.92 |
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$6,525 |
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$7.70 |
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2021 |
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$35,265,559 |
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$144,856,918 |
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$6,675,150 |
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$14,982,610 |
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$226.06 |
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$148.13 |
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$5,888 |
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$6.84 |
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| (1) |
Mr. Dickerson was our PEO for each year presented. The Non-PEO NEOs were: (i) for fiscal 2024 and 2023, Drs. Raja and Nalamasu and Messrs. Hill and Deane, (ii) for fiscal 2022, Drs. Raja and Nalamasu, Messrs. Hill and Deane, Robert J. Halliday, and Ali Salehpour, and (iii) for fiscal 2021, Drs. Raja and Nalamasu, Messrs. Halliday and Salehpour, and Daniel J. Durn. |
| (2) |
The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with SEC rules. The dollar amounts do not reflect the amounts of compensation actually earned, realized or received by our NEOs during the applicable fiscal year. In accordance with SEC rules, certain adjustments were made to the Summary Compensation Table total compensation to determine the amount of “compensation actually paid,” as shown in notes 3 and 4 to this table. |
| (3) |
The following table shows the amounts deducted from and added to the Summary Compensation Table (“SCT”) total compensation to calculate “compensation actually paid” for Mr. Dickerson. |
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Amounts
Reported as
Stock Awards
in SCT |
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Year-End Fair Value of Equity Awards Granted in the Year and Unvested at Year End |
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Fair Value
As of the
Vesting
Date of
Equity
Awards
Granted
and
Vested in
the Year |
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Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
and
Unvested at
Year End |
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Change As
of the
Vesting
Date (From
End of Prior
Fiscal Year)
in Fair
Value of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($) |
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Fair Value as of Prior Year-End of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions in the Year ($) |
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Value of
Dividends
or other
Earnings
Paid on
Equity
Awards not
Otherwise
Reflected in
Fair Value |
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Compensation
Actually Paid
($) |
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2024 |
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27,799,212 |
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24,861,142 |
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38,274,775 |
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— |
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36,063,347 |
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8,804,730 |
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— |
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— |
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86,080,922 |
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2023 |
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26,854,544 |
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23,951,048 |
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34,382,124 |
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— |
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29,015,408 |
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5,617,107 |
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— |
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— |
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71,918,135 |
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2022 |
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20,399,972 |
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17,783,334 |
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11,152,105 |
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— |
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(40,108,077 |
) |
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4,281,068 |
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— |
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— |
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(22,058,266 |
) |
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2021 |
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35,265,559 |
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31,710,469 |
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67,242,440 |
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— |
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67,802,579 |
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6,256,810 |
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— |
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— |
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144,856,918 |
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| (4) |
The following table shows the amounts deducted from and added to the average SCT total compensation to calculate the average “compensation actually paid” for our Non-PEO NEOs. |
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Fair Value
As of the
Vesting
Date of
Equity
Awards |
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Awards
Granted in
Prior Years |
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Vesting
Date (From
End of Prior
Fiscal Year)
in Fair
Value of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($) |
|
|
Fair Value as of Prior Year-End of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions in the Year ($) |
|
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Value of
Dividends
or other
Earnings
Paid on
Equity
Awards not
Otherwise
Reflected in
Fair Value |
|
|
Compensation
Actually Paid
($) |
|
2024 |
|
|
7,002,497 |
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5,213,113 |
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7,590,982 |
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— |
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4,862,165 |
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1,586,270 |
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— |
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— |
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15,828,801 |
|
2023 |
|
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6,475,471 |
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4,825,611 |
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6,605,428 |
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— |
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3,400,246 |
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721,266 |
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— |
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— |
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|
12,376,799 |
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2022 |
|
|
5,953,570 |
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|
4,139,424 |
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2,811,599 |
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|
— |
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|
(3,525,315 |
) |
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|
534,479 |
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|
— |
|
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|
— |
|
|
|
1,634,909 |
|
2021 |
|
|
6,675,150 |
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|
5,370,836 |
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|
6,775,456 |
|
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|
— |
|
|
|
7,971,327 |
|
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|
1,370,968 |
|
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2,439,455 |
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— |
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|
14,982,610 |
|
| (5) |
Total Shareholder Return for the Company and the Peer Group is based on an initial fixed investment of $100 beginning with the market close on October 23, 2020, the last trading day before fiscal 2021, and is calculated in accordance with SEC rules. The Peer Group TSR set forth in this table reflects the TSR for the PHLX Semiconductor Index, which we also use in the performance graph required by Item 201(e) of Regulation S-K under the Exchange Act, and included in our Annual Report on Form 10-K for the fiscal year ended October 27, 2024. |
| (6) |
Non-GAAP Earnings Per Share is the financial measure that was determined to be the most important financial performance measure linking “compensation actually paid” for our NEOs to company performance for fiscal 2024 and therefore was selected as the fiscal 2024 “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K under the Exchange Act. See Appendix A for a reconciliation of non-GAAP EPS. |
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| Company Selected Measure Name |
Earnings Per Share
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| Named Executive Officers, Footnote |
Mr. Dickerson was our PEO for each year presented. The Non-PEO NEOs were: (i) for fiscal 2024 and 2023, Drs. Raja and Nalamasu and Messrs. Hill and Deane, (ii) for fiscal 2022, Drs. Raja and Nalamasu, Messrs. Hill and Deane, Robert J. Halliday, and Ali Salehpour, and (iii) for fiscal 2021, Drs. Raja and Nalamasu, Messrs. Halliday and Salehpour, and Daniel J. Durn.
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| Peer Group Issuers, Footnote |
Total Shareholder Return for the Company and the Peer Group is based on an initial fixed investment of $100 beginning with the market close on October 23, 2020, the last trading day before fiscal 2021, and is calculated in accordance with SEC rules. The Peer Group TSR set forth in this table reflects the TSR for the PHLX Semiconductor Index, which we also use in the performance graph required by Item 201(e) of Regulation S-K under the Exchange Act, and included in our Annual Report on Form 10-K for the fiscal year ended October 27, 2024.
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| PEO Total Compensation Amount |
$ 27,799,212
|
$ 26,854,544
|
$ 20,399,972
|
$ 35,265,559
|
| PEO Actually Paid Compensation Amount |
$ 86,080,922
|
71,918,135
|
(22,058,266)
|
144,856,918
|
| Adjustment To PEO Compensation, Footnote |
| (3) |
The following table shows the amounts deducted from and added to the Summary Compensation Table (“SCT”) total compensation to calculate “compensation actually paid” for Mr. Dickerson. |
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|
|
Amounts
Reported as
Stock Awards
in SCT |
|
|
Year-End Fair Value of Equity Awards Granted in the Year and Unvested at Year End |
|
|
Fair Value
As of the
Vesting
Date of
Equity
Awards
Granted
and
Vested in
the Year |
|
|
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
and
Unvested at
Year End |
|
|
Change As
of the
Vesting
Date (From
End of Prior
Fiscal Year)
in Fair
Value of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($) |
|
|
Fair Value as of Prior Year-End of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions in the Year ($) |
|
|
Value of
Dividends
or other
Earnings
Paid on
Equity
Awards not
Otherwise
Reflected in
Fair Value |
|
|
Compensation
Actually Paid
($) |
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
27,799,212 |
|
|
|
24,861,142 |
|
|
|
38,274,775 |
|
|
|
— |
|
|
|
36,063,347 |
|
|
|
8,804,730 |
|
|
|
— |
|
|
|
— |
|
|
|
86,080,922 |
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
26,854,544 |
|
|
|
23,951,048 |
|
|
|
34,382,124 |
|
|
|
— |
|
|
|
29,015,408 |
|
|
|
5,617,107 |
|
|
|
— |
|
|
|
— |
|
|
|
71,918,135 |
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
20,399,972 |
|
|
|
17,783,334 |
|
|
|
11,152,105 |
|
|
|
— |
|
|
|
(40,108,077 |
) |
|
|
4,281,068 |
|
|
|
— |
|
|
|
— |
|
|
|
(22,058,266 |
) |
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
35,265,559 |
|
|
|
31,710,469 |
|
|
|
67,242,440 |
|
|
|
— |
|
|
|
67,802,579 |
|
|
|
6,256,810 |
|
|
|
— |
|
|
|
— |
|
|
|
144,856,918 |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 7,002,497
|
6,475,471
|
5,953,570
|
6,675,150
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 15,828,801
|
12,376,799
|
1,634,909
|
14,982,610
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (4) |
The following table shows the amounts deducted from and added to the average SCT total compensation to calculate the average “compensation actually paid” for our Non-PEO NEOs. |
|
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|
|
|
|
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|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Fair Value
As of the
Vesting
Date of
Equity
Awards |
|
|
Awards
Granted in
Prior Years |
|
|
Vesting
Date (From
End of Prior
Fiscal Year)
in Fair
Value of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($) |
|
|
Fair Value as of Prior Year-End of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions in the Year ($) |
|
|
Value of
Dividends
or other
Earnings
Paid on
Equity
Awards not
Otherwise
Reflected in
Fair Value |
|
|
Compensation
Actually Paid
($) |
|
2024 |
|
|
7,002,497 |
|
|
|
5,213,113 |
|
|
|
7,590,982 |
|
|
|
— |
|
|
|
4,862,165 |
|
|
|
1,586,270 |
|
|
|
— |
|
|
|
— |
|
|
|
15,828,801 |
|
2023 |
|
|
6,475,471 |
|
|
|
4,825,611 |
|
|
|
6,605,428 |
|
|
|
— |
|
|
|
3,400,246 |
|
|
|
721,266 |
|
|
|
— |
|
|
|
— |
|
|
|
12,376,799 |
|
2022 |
|
|
5,953,570 |
|
|
|
4,139,424 |
|
|
|
2,811,599 |
|
|
|
— |
|
|
|
(3,525,315 |
) |
|
|
534,479 |
|
|
|
— |
|
|
|
— |
|
|
|
1,634,909 |
|
2021 |
|
|
6,675,150 |
|
|
|
5,370,836 |
|
|
|
6,775,456 |
|
|
|
— |
|
|
|
7,971,327 |
|
|
|
1,370,968 |
|
|
|
2,439,455 |
|
|
|
— |
|
|
|
14,982,610 |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
|
|
|
| Tabular List, Table |
Financial Performance Measures The following table lists the financial performance measures that, in the Company’s assessment, represent the most important financial performance measures used to link “compensation actually paid” for the Company’s NEOs to Company performance for fiscal 2024.
| |
|
|
Non-GAAP Operating Margin |
|
|
|
|
| Total Shareholder Return Amount |
$ 316.48
|
221.11
|
149.67
|
226.06
|
| Peer Group Total Shareholder Return Amount |
232.14
|
142.27
|
105.92
|
148.13
|
| Net Income (Loss) |
$ 7,177,000,000
|
$ 6,856,000,000
|
$ 6,525,000,000
|
$ 5,888,000,000
|
| Company Selected Measure Amount |
8.65
|
8.05
|
7.7
|
6.84
|
| PEO Name |
Mr. Dickerson
|
|
|
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Non-GAAP EPS
|
|
|
|
| Non-GAAP Measure Description |
Non-GAAP Earnings Per Share is the financial measure that was determined to be the most important financial performance measure linking “compensation actually paid” for our NEOs to company performance for fiscal 2024 and therefore was selected as the fiscal 2024 “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K under the Exchange Act. See Appendix A for a reconciliation of non-GAAP EPS.
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Non-GAAP Operating Margin
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Non-GAAP Gross Margin
|
|
|
|
| Measure:: 4 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Relative TSR
|
|
|
|
| PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (24,861,142)
|
$ (23,951,048)
|
$ (17,783,334)
|
$ (31,710,469)
|
| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
38,274,775
|
34,382,124
|
11,152,105
|
67,242,440
|
| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
36,063,347
|
29,015,408
|
(40,108,077)
|
67,802,579
|
| PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
8,804,730
|
5,617,107
|
4,281,068
|
6,256,810
|
| PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(5,213,113)
|
(4,825,611)
|
(4,139,424)
|
(5,370,836)
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
7,590,982
|
6,605,428
|
2,811,599
|
6,775,456
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
4,862,165
|
3,400,246
|
(3,525,315)
|
7,971,327
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,586,270
|
721,266
|
534,479
|
1,370,968
|
| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
(2,439,455)
|
| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
$ 0
|
$ 0
|
