DEF 14A of Ichor Holdings, Ltd., Apr 4, 2024

DEF 14A of Ichor Holdings, Ltd.

Filed Apr 4, 2024 · FY20230001628280-24-014868

Open on EDGAR

  1. Continuing Directors

    Continuing Directors

  2. Continuing Directors

    | Dr. Wendy Arienzo | Qualifications, Expertise & Capabilities | | | Independent Director Age: 69 Director Since: 2020 Tenure: 4.1 years Committees: Nominating and Corporate Governance Committee (member) Human Capital Committee (member) | Leadership and Executive Experience | ü | | | Global Business Perspective | ü | | | Semiconductor Manufacturing Industry & Process Knowledge | ü | | | Supply Chain Knowledge | ü | | | Institutional Knowledge | ü | | | Other Industry Knowledge | ü | | | Board Diversity | ü | | | Human Capital Management | ü | | | Financial, Audit | | | | Cybersecurity, Privacy, Risk | | | | Strategic Transactions, M&A | | | | Sales and Marketing | | | | Technology, R&D | ü | | Career Highlights | Board Membership Highlights | Education Highlights | | Fujifilm Dimatix FUJIY A supplier of drop-on-demand inkjet printheads for industrial applications 2013 - 2021 VP of Operations Array Power 2010 - 2013 CEO Solar Energy Consortium 2009 - 2010 Executive VP of R&D NXP Semiconductors NXPI 2006 - 2009 VP, Manufacturing Services Philips Semiconductors & (became NXP in 2006) 2004 - 2006 VP and General Manager | Power Integrations POWI 2017 - current Array Power 2010 - 2013 | Stanford University Ph.D. Materials Science Engineering UCLA Anderson School of Management Certificate in Corporate Governance Stanford AeA Institute Executive Management Program Brown University M.S. Materials Science Engineering B.S. Materials Science Engineering | | Dr. Wendy Arienzo is qualified to serve as a member of the Board, Nominating and Corporate Governance Committee and Human Capital Committee because of her extensive business background and technological expertise gained from serving in many senior leadership and operational executive positions within the technology sector. | | |

  3. Continuing Directors (continued)

    Continuing Directors (continued)

  4. Continuing Directors (continued)

    | Marc Haugen | Qualifications, Expertise & Capabilities | | | Independent Director Age: 58 Director Since: 2017 Tenure: 6.7 years Committees: Audit Committee (member) Human Capital Committee (member) | Leadership and Executive Experience | ü | | | Global Business Perspective | ü | | | Semiconductor Manufacturing Industry & Process Knowledge | ü | | | Supply Chain Knowledge | ü | | | Institutional Knowledge | ü | | | Other Industry Knowledge | ü | | | Board Diversity | | | | Human Capital Management | ü | | | Financial, Audit | ü | | | Cybersecurity, Privacy, Risk | | | | Strategic Transactions, M&A | ü | | | Sales and Marketing | ü | | | Technology, R&D | ü | | Career Highlights | Board Membership Highlights | Education Highlights | | Fralock Holdings An engineered specialty materials solutions company and portfolio company of Arsenal Capital Partners 2020 - current CEO Kateeva, Inc. A leading provider of OLED mass-production equipment solutions 2018 - 2020 COO Following Seas Ventures LLC 2017 - current Founder Cepheid Inc. CPHD (acquired by the Danaher Corporation) 2016 - 2017 Executive VP, Engineering & Operations Applied Materials, Inc. AMAT 2013 - 2016 Group VP, Worldwide Operations & Supply Chain Lam Research Corporation LRCX 2011 - 2013 VP, Corporate Operations 1998 - 2011 Multiple positions, including VP U.S. Navy 1987 - 1991 Officer, surface combatant ships | | University of California Los Angeles M.B.A. National University of Singapore M.B.A. University of Southern California B.S. Industrial & Systems Engineering | | Marc Haugen is qualified to serve as a member of the Board, Audit Committee and Human Capital Committee because of his extensive business and financial background and his multi-year service in management positions at international technology companies. | | |

  5. Continuing Directors (continued)

    Continuing Directors (continued)

  6. Continuing Directors (continued)

    | Sarah O’Dowd | Qualifications, Expertise & Capabilities | | | Independent Director Age: 74 Director Since: 2020 Tenure: 3.9 years Committees: Audit Committee (member) Human Capital Committee (member) | Leadership and Executive Experience | ü | | | Global Business Perspective | | | | Semiconductor Manufacturing Industry & Process Knowledge | ü | | | Supply Chain Knowledge | ü | | | Institutional Knowledge | ü | | | Other Industry Knowledge | | | | Board Diversity | ü | | | Human Capital Management | ü | | | Financial, Audit | ü | | | Cybersecurity, Privacy, Risk | | | | Strategic Transactions, M&A | ü | | | Sales and Marketing | | | | Technology, R&D | | | Career Highlights | Board Membership Highlights | Education Highlights | | Lam Research Corporation LRCX 2008 - 2020 (retired) Sr. VP, Chief Legal Officer and Secretary 2009 - 2012 VP of Human Resources A global supplier of innovative wafer fabrication equipment and services to the semiconductor industry. Directors Roundtable 2019 Recipient Global Honor Award for general counsels and their law departments FibroGen, Inc. FGEN 2007 - 2008 VP and General Counsel Heller Ehrman LLP Advisor to numerous boards, board committees, and CEO’s; Founded Silicon Valley and San Diego offices; Global business practice group chair , spanning 7 offices and over 250 attorneys 1978 - 2007 | Protagonist Therapeutics PTGX 2020 - current | Stanford Law School J.D. Stanford University M.A. Communications Immaculata College A.B. in Mathematics | | Sarah O’Dowd is qualified to serve as a member of the Board, Human Capital Committee and Audit Committee given her broad legal experience at multi-national businesses, her understanding of the semiconductor equipment market, and her prior experience in managing the human resource function of a large multi-national company. | | |

  7. Nominee Directors

    Nominee Directors

  8. Nominee Directors

    | Thomas Rohrs | Qualifications, Expertise & Capabilities | | | Chairman Age: 73 Director Since: 2012 Tenure: 12.2 years Committees: none | Leadership and Executive Experience | ü | | | Global Business Perspective | ü | | | Semiconductor Manufacturing Industry & Process Knowledge | ü | | | Supply Chain Knowledge | ü | | | Institutional Knowledge | ü | | | Other Industry Knowledge | ü | | | Board Diversity | | | | Human Capital Management | ü | | | Financial, Audit | ü | | | Cybersecurity, Privacy, Risk | | | | Strategic Transactions, M&A | ü | | | Sales and Marketing | | | | Technology, R&D | ü | | Career Highlights | Board Membership Highlights | Education Highlights | | Ichor Holdings, Ltd. ICHR 2014 - 2020 CEO Skyline Solar 2010 - 2012 CEO and Chairman Electroglas EGLS (acquired by FormFactor in 2009) 2006 - 2009 CEO and Chairman Applied Materials AMAT 1997 - 2002 Sr. VP, Global Operations and Executive Committee Silicon Graphics SGI 1992 - 1997 VP of Worldwide Operations | Advanced Energy AEIS 2006 - May 2022 Intevac, Inc. IVAC 2010 - May 2022 Quanergy Systems QNGY 2020 - current Magma Design Automation LAVA 2003 - 2012 Ultra Clean Technology UCTT 2003 - 2009 Electroglas EGLS 2004 - 2009 | Harvard Business M.B.A. University of Notre Dame B.S. Mechanical Engineering | | Thomas Rohrs is qualified to serve as a member and Chairman of the Board because of his extensive experience in the technology sector, including significant chief executive officer experience at technology companies, and his strategic insight into Ichor, gained from his role as Chief Executive Officer through January 2020. | | |

  9. Nominee Directors

    | Jeffrey Andreson | Qualifications, Expertise & Capabilities | | | Chief Executive Officer and Director Age: 62 Director Since: 2020 Board Tenure: 4.1 years Company Tenure: 5.3 years Committees: none | Leadership and Executive Experience | ü | | | Global Business Perspective | ü | | | Semiconductor Manufacturing Industry & Process Knowledge | ü | | | Supply Chain Knowledge | ü | | | Institutional Knowledge | ü | | | Other Industry Knowledge | ü | | | Board Diversity | | | | Human Capital Management | ü | | | Financial, Audit | ü | | | Cybersecurity, Privacy, Risk | ü | | | Strategic Transactions, M&A | ü | | | Sales and Marketing | | | | Technology, R&D | | | Career Highlights | Board Membership Highlights | Education Highlights | | Ichor Holdings, Ltd. ICHR Jan 2020 - current CEO 2019 - 2020 President 2017 - 2019 CFO Nanometrics Incorporated NANO (merged and became ONTO in 2019) 2014 - 2017 CFO Intevac, Inc. IVAC 2007 - 2014 CFO Applied Materials, Inc. AMAT 1995 - 2007 Various Controllership positions | Ultra Clean Technology UCTT 2017 - 2017 | Santa Clara University M.B.A. San Jose State University B.S. Finance | | Jeffrey Andreson is qualified to serve as a member of the Board because of his extensive experience in the technology sector, significant executive leadership experience, and his strategic insight into Ichor, gained from his prior roles as Chief Financial Officer and President, and his current role as Chief Executive Officer. | | |

  10. Nominee Directors

    | Iain MacKenzie | Qualifications, Expertise & Capabilities | | | Lead Independent Director Age: 65 Director Since: 2015 Tenure: 8.5 years Committees: Human Capital Committee (chair) | Leadership and Executive Experience | ü | | | Global Business Perspective | ü | | | Semiconductor Manufacturing Industry & Process Knowledge | ü | | | Supply Chain Knowledge | ü | | | Institutional Knowledge | ü | | | Other Industry Knowledge | | | | Board Diversity | | | | Human Capital Management | ü | | | Financial, Audit | ü | | | Cybersecurity, Privacy, Risk | | | | Strategic Transactions, M&A | ü | | | Sales and Marketing | ü | | | Technology, R&D | ü | | Career Highlights | Board Membership Highlights | Education Highlights | | SMART Global Holdings SGH (Previously SMART Worldwide Holdings through 2011) 2005 - 2018 (retired) President & CEO 2002 - 2005 President SMART Modular (became SGH in 2011) 1998 - 2002 VP, Worldwide Operations SMART Modular Technologies (Europe) Ltd. 1997 - 1998 General Manager | SMART Global Holdings SGH (Previously SMART Worldwide Holdings through 2011) 2004 - 2019 (retired) Director | Kirkcaldy College of Technology, Fife University, Scotland Higher National Diploma, Mechanical and Production Engineering Ordinary National Diploma in Electrical/Electronics Engineering | | Iain MacKenzie is qualified to serve as a member of the Board, as the Lead Independent Director of our Board, and as chair of the Human Capital Committee because of his extensive executive leadership experience, technical expertise, and significant experience in operations, engineering and sales in the technology sector, as well as his robust business and financial background and multi-year service as the chief executive officer of an international technology company. | | |

  11. Nominee Directors

    | Laura Black | Qualifications, Expertise & Capabilities | | | Independent Director Age: 62 Director Since: 2019 Tenure: 5.1 years Committees: Nominating and Corporate Governance Committee (chair) Audit Committee (member) | Leadership and Executive Experience | ü | | | Global Business Perspective | | | | Semiconductor Manufacturing Industry & Process Knowledge | | | | Supply Chain Knowledge | | | | Institutional Knowledge | ü | | | Other Industry Knowledge | ü | | | Board Diversity | ü | | | Human Capital Management | | | | Financial, Audit | ü | | | Cybersecurity, Privacy, Risk | ü | | | Strategic Transactions, M&A | ü | | | Sales and Marketing | | | | Technology, R&D | ü | | Career Highlights | Board Membership Highlights | Education Highlights | | Needham & Company, A full service investment banking firm 1999 - current Managing Director Black & Company 1995 - 1999 Managing Director, Corporate Finance TRW ESL 1983 - 1992 Electrical Engineer | Viavi Solutions Inc. VIAV 2018 - present Super Micro Computer SMCI 2012 - 2019 TRW Avionics & Surveillance Group 1993 - 1995 Director M&A | Stanford University M.S. Management Santa Clara University M.S. Electrical Engineering University of California at Davis B.S. Electrical Engineering | | Laura Black is qualified to serve as a member of the Board, chair of the Nominating and Corporate Governance Committee and member of the Audit Committee because of her extensive business and financial background and her multi-year service in senior investment banking positions. As an investment banker, she has advised numerous technology companies on mergers, acquisitions, IPOs and other equity financings, and focuses primarily on software, IT infrastructure and industrial technology. | | |

  12. Nominee Directors

    | John Kispert | Qualifications, Expertise & Capabilities | | | Independent Director Age: 60 Director Since: 2018 Tenure: 5.4 years Committees: Audit Committee (chair) Nominating and Corporate Governance Committee (member) | Leadership and Executive Experience | ü | | | Global Business Perspective | ü | | | Semiconductor Manufacturing Industry & Process Knowledge | ü | | | Supply Chain Knowledge | ü | | | Institutional Knowledge | ü | | | Other Industry Knowledge | ü | | | Board Diversity | | | | Human Capital Management | ü | | | Financial, Audit | ü | | | Cybersecurity, Privacy, Risk | ü | | | Strategic Transactions, M&A | ü | | | Sales and Marketing | ü | | | Technology, R&D | ü | | Career Highlights | Board Membership Highlights | Education Highlights | | Black Diamond Ventures A California-based venture capital firm leading sourcing, selection, and value-add efforts for companies from early to late stage 2016 - current Managing Partner Spansion, Inc. CODE CY 2009 - 2015 CEO KLA-Tencor KLAC 2005 - 2009 President and COO 1995 - 2005 Multiple high-level positions, including CFO and EVP | XJet Ltd. 2022 - present ESS Technology, Inc. 2019 - present Chairman Spansion, Inc. CODE 2010 - 2015 Barracuda Networks Inc. CUDA 2016 - 2018 Trinet Group Inc. TNET 2014 - 2017 Gigamon Inc. GIMO 2013 - 2017 | U.C.L.A. M.B.A. Grinnell College B.A. Political Science | | John Kispert is qualified to serve as a member of the Board, chair of the Audit Committee, and member of the Nominating and Corporate Governance Committee because of his extensive business and financial background, his multi-year service as the chief executive officer of an international technology company, his multi-year service in management positions at technology companies, and his experience in the venture capital industry. | | |

  13. Nominee Directors

    | Jorge Titinger | Qualifications, Expertise & Capabilities | | | Independent Director Age: 62 Director Since: 2022 Tenure: 1.8 years Committees: Nominating and Corporate Governance Committee (member) | Leadership and Executive Experience | ü | | | Global Business Perspective | ü | | | Semiconductor Manufacturing Industry & Process Knowledge | ü | | | Supply Chain Knowledge | ü | | | Institutional Knowledge | ü | | | Other Industry Knowledge | ü | | | Board Diversity | ü | | | Human Capital Management | ü | | | Financial, Audit | ü | | | Cybersecurity, Privacy, Risk | ü | | | Strategic Transactions, M&A | ü | | | Sales and Marketing | ü | | | Technology, R&D | ü | | Career Highlights | Board Membership Highlights | Education Highlights | | Titinger Consulting A private consulting and advisory service firm, founded by Mr. Titinger, which focuses on providing strategy, corporate transformation and culture advice to its clients 2016 - current CEO Silicon Graphics, Inc. SGI 2012 - 2016 CEO Verigy, Ltd. VRGY 2011 - 2012 CEO Previous Executive Positions: FormFactor, Inc. FORM KLA Tencor Corporation KLAC Applied Materials, Inc. AMAT Hewlett Packard Company HPQ | FormFactor, Inc. FORM 2021 - current Axcelis Technologies, Inc. ACLS 2019 - current CalAmp Corp. CAMP 2015 - current Cohu, Inc. COHU 2018 - 2021 Hercules Capital Inc. HCLS 2017 - 2020 Xcerra Corporation XCRA (acquired by Cohu, Inc.) 2012 - 2018 Silicon Graphics, Inc. SGI 2012 - 2016 Verigy, Ltd. VRGY 2011 - 2012 Private and Non-profit: Hispanic Foundation of Silicon Valley Stanford Children’s Hospital Education Foundation of Silicon Valley | Stanford University M.S. Electrical Engineering M.S. Engineering Management and Business B.S. Electrical Engineering | | Jorge Titinger is qualified to serve as a member of the Board and Nominating and Corporate Governance Committee because he brings over 30 years of leadership experience in the semiconductor equipment and computing industries and a strong track record of accomplishment in his positions as CEO. In addition, he has many years of corporate governance experience at publicly traded companies in our industry. | | |

  14. Nominee Directors

    | Yuval Wasserman | Qualifications, Expertise & Capabilities | | | Independent Director Age: 69 Director Since: 2021 Tenure: 2.9 years Committees: Nominating and Corporate Governance Committee (member) Human Capital Committee (member) | Leadership and Executive Experience | ü | | | Global Business Perspective | ü | | | Semiconductor Manufacturing Industry & Process Knowledge | ü | | | Supply Chain Knowledge | ü | | | Institutional Knowledge | ü | | | Other Industry Knowledge | ü | | | Board Diversity | | | | Human Capital Management | ü | | | Financial, Audit | ü | | | Cybersecurity, Privacy, Risk | ü | | | Strategic Transactions, M&A | ü | | | Sales and Marketing | ü | | | Technology, R&D | ü | | Career Highlights | Board Membership Highlights | Education Highlights | | Advanced Energy Industries AEIS 2014 - 2021 President and CEO 2011 - 2014 President, Thin Films Business Unit 2010 - 2011 President and COO 2009 - 2009 Executive VP and COO 2007 - 2009 Executive VP, Sales, Marketing, Global Services Tevet Process Controls Technologies, Inc. 2002 - 2007 President and CEO Boxer Cross 2000 - 2002 SVP, Marketing and Sales Eaton Corp (now known as Axcelis Technologies) 1997 - 1999 VP, Marketing and Technology | FARO Technologies, Inc. FARO 2017 - current Advanced Energy Industries AEIS A precision power products company 2014 - 2021 | Ben Gurion University, Israel B.Sc. Chemical Engineering | | Yuval Wasserman is qualified to serve as a member of the Board, Human Capital Committee and Nominating and Corporate Governance Committee because of his extensive experience in the technology sector, including significant chief executive officer experience at technology companies. | | |

  15. Nominee Directors

    | ESG and Corporate Social Responsibility |

  16. Nominee Directors

    At Ichor, we believe in being a responsible corporate citizen. Our corporate social responsibility (“CSR”) program is an integral part of our business, encompassing initiatives that create sustainable, long-term value for our shareholders and other key stakeholders. We are committed to making continuous improvements in environmental, social, and governance (“ESG”) areas. Across our three pillars – Environmental Sustainability, Social and Ethical Responsibility, and Corporate Governance – we are committed to values-driven CSR initiatives and believe these efforts will benefit our customers, employees, and the communities in which we operate.

  17. Nominee Directors

    | | | | | Environmental Sustainability | Social and Ethical Responsibility | Corporate Governance |

  18. Evaluation of Director Nominees

    Evaluation of Director Nominees The Board is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual general meetings of shareholders, as specified in our Memorandum and Articles. The Nominating and Corporate Governance Committee is responsible for identifying and recommending to our Board the persons to be nominated for election as directors and to each of the committees of our Board. When formulating its Board membership recommendations, the Nominating and Corporate Governance Committee may also consider advice and recommendations from others, including shareholders, as it deems appropriate. The same evaluation process is used for all director candidates, including candidates recommended by shareholders. The Nominating and Corporate Governance Committee has not identified specific minimum qualifications that must be met or specific qualities or skills that must be possessed for a person to be considered as a candidate for director; however, the Nominating and Corporate Governance Committee and the Board value diversity and believe that the Board should be composed of individuals with knowledge and experience in many substantive areas that impact our business, including a diverse set of viewpoints, backgrounds, skills, experiences, and expertise. In addition to reviewing these factors, the Nominating and Corporate Governance Committee and the Board ensure that the pool of qualified persons to be considered for directorship include those who bring gender and ethnic diversity. We believe that all of our current board members possess the professional and personal qualifications necessary for board service, and we have highlighted in the individual biographies above the specific experience, attributes, and skills that led to the conclusion that each board member should serve as a director.

  19. Director Compensation

    Director Compensation

  20. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation Our non-employee director compensation is designed to be competitive with industry practices. It is designed to attract and retain highly qualified non-employee directors and to address the time, effort, expertise, and accountability required of active board membership. To align the long-term interests of our directors with those of our shareholders, the majority of non-employee director compensation is in the form of equity. Decisions regarding our non-employee director compensation program are approved by the Board based on recommendations by the Human Capital Committee. In making such recommendations, the Human Capital Committee takes into consideration the director compensation practices of peer companies and whether such recommendation aligns with the interests of our shareholders. Like compensation for our executive officers, the Human Capital Committee reviews the total compensation of our non-employee directors and each element of our director compensation program annually. The non-employee director compensation policy was last updated in May 2023. Annual Board retainers are prorated based on the appointment date of the director in their first year of service.

  21. 2023 Non-Employee Director Compensation

    | 2023 Non-Employee Director Compensation Program | | | Compensation Element | Compensation Amount | | Annual Board Cash Retainer | | | Chairman Director Lead Independent Director All Other Non-Employee Directors | •$110,000 paid in quarterly installments •$85,000 paid in quarterly installments •$60,000 paid in quarterly installments | | Annual Board Equity Retainer | | | Non-Employee Directors | •Restricted share units valued at $150,000, granted effective as of the date of his or her election at the annual meeting, vesting immediately prior to the next year's annual meeting | | Initial Equity Awards | | | Non-Employee Directors | •Restricted share units valued at $150,000, granted effective as of the date of the next Board meeting following appointment, vesting over a three-year period thereafter | | Annual Committee Chair Fees | | | Audit Committee Human Capital Committee Nominating and Corporate Governance Committee | •$20,000 paid in quarterly installments •$15,000 paid in quarterly installments •$10,000 paid in quarterly installments | | Annual Committee Member Fees | | | Audit Committee Human Capital Committee Nominating and Corporate Governance Committee | •$10,000 paid in quarterly installments •$7,500 paid in quarterly installments •$5,000 paid in quarterly installments |

  22. Director Compensation Table

    Director Compensation Table

  23. Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards (2) | Non-Equity Incentive Plan Compensation | All Other Compensation (3) | Total | | Jeffrey Andreson (1) | | | | | | | Wendy Arienzo | $72,500 | $150,021 | $— | $— | $222,521 | | Laura Black | $80,000 | $150,021 | $— | $— | $230,021 | | Marc Haugen | $77,500 | $150,021 | $— | $— | $227,521 | | John Kispert | $85,000 | $150,021 | $— | $— | $235,021 | | Iain MacKenzie | $100,000 | $150,021 | $— | $— | $250,021 | | Sarah O'Dowd | $77,500 | $150,021 | $— | $— | $227,521 | | Thomas Rohrs (4) | $124,744 | $150,021 | $— | $11,313 | $286,078 | | Jorge Titinger | $65,000 | $150,021 | $— | $— | $215,021 | | Yuval Wasserman | $72,500 | $150,021 | $— | $— | $222,521 |

  24. Director Compensation Table

    (1)Refer to Compensation Matters – Compensation Discussion and Analysis below for a summary of Jeffrey Andreson’s 2023 compensation. (2)The value of these stock awards was based on the fair value of the awards as of the grant date calculated in accordance with FASB ASC Topic 718. For information regarding the outstanding equity awards held by each director as of the end of 2023, see below.

  25. Director Compensation Table

    | | December 29, 2023 | | | Director | Unvested RSUs Outstanding (#) | Stock Options Outstanding (#) | | Jeffrey Andreson | 290,690 | 126,466 | | Wendy Arienzo | 4,752 | — | | Laura Black | 4,752 | — | | Marc Haugen | 4,752 | — | | John Kispert | 4,752 | — | | Iain MacKenzie | 4,752 | — | | Sarah O'Dowd | 4,752 | — | | Thomas Rohrs | 4,752 | 178,908 | | Jorge Titinger | 7,523 | — | | Yuval Wasserman | 5,275 | — |

  26. Director Compensation Table

    (3)Includes employer-paid health benefit premiums in the amount of $4,263, employer 401(k) matching contributions in the amount of $6,905, and employer-paid group term life insurance premiums in the amount of $145. These payments and benefits were provided to Mr. Rohrs prior to becoming a non-employee director in May 2023. These benefits are not available to our non-employee independent directors. (4)In May 2023, Thomas Rohrs became a non-employee director, assuming the title of Chairman, and began participating in the non-employee director compensation program. Prior to May 2023, Thomas Rohrs was an employee and held the title of Executive Chairman and received an annual cash retainer of $150,000, paid bi-weekly.

  27. Compensation Governance and Practices

    | | | | What We Do | What We Don't Do | | ▪All members of the Committee are independent directors. | ▪No repricing or repurchasing of underwater stock options without shareholder approval. | | ▪Retention of an independent compensation consultant by the Committee. | ▪No hedging or pledging of Ichor securities. | | ▪Balance of compensation elements (short-/long-term, cash/equity, fixed/variable). | ▪No excessive perquisites or severance benefits. | | ▪Align incentive compensation with financial and non-financial organizational goals for sustained success. | ▪No “golden parachute” or tax gross-ups. | | ▪Maintain a clawback policy for all executive officers, which complies with Section 10 of the Exchange Act and the rules promulgated thereunder. | ▪No single-trigger change-in-control payments or benefits. | | ▪Solicit an annual advisory vote on executive compensation. | ▪No guaranteed minimum bonuses or uncapped incentives under our incentive plans. | | ▪Maintain share ownership guidelines. | ▪No executive pensions plans or supplemental post-retirement benefits. | | | ▪No multi-voting or non-voting shares. |

  28. Compensation Governance and Practices

    | | | Pay-for-Performance Philosophy | | 1.Attract, engage, and retain superior and diverse talent who contribute to our long-term success. 2.Motivate, inspire and reward executive officers whose knowledge, skills and performance are critical to our business. 3.Ensure compensation is aligned with our corporate strategies and business objectives. 4.Provide our executive officers with incentives that effectively align their interests with those of our shareholders. |

  29. Peer Group

    Peer Group Our peer group for 2023 is comprised of 16 publicly-traded, industry specific companies. These companies were selected based on industry comparability, primarily semiconductor-related companies, annual revenues, market capitalization, and to a lesser extent, number of employees. The target ranges for the annual revenue and market capitalization criteria were $0.4 - $4.0 billion and $0.3 - $3.0 billion, respectively, of our annualized revenue and market capitalization. The Committee, in consultation with its Compensation Consultant (as defined below), updates our peer group annually. In connection with this annual update, Neophotonics Corp (NPTN) was removed as a peer company due to a merger and Benchmark Electronics was added for 2023.

  30. Peer Group

    | | | | | 2023 Peer Group | | | | ▪3D Systems (DDD) | ▪FormFactor (FORM) | ▪SMART Global (SGH) | | ▪Advanced Energy Industries (AEIS) | ▪Kulicke and Soffa Industries (KLIC) | ▪Ultra Clean (UCTT) | | ▪Alpha and Omega Semiconductor (AOSL) | ▪MACOM Technology Solutions (MTSI) | ▪Veeco Instruments (VECO) | | ▪Axcelis Technologies (ACLS) | ▪Onto Innovation (ONTO) | ▪Xperi (XPER) | | ▪Benchmark Electronics (BHE) | ▪OSI Systems (OSIS) | | | ▪Cohu (COHU) | ▪Photronics (PLAB) | |

  31. Elements of Compensation

    | | | | | | Base Salary | Short-Term Cash Incentive | Long-Term Equity Incentive | Other Benefits | | Attract and retain highly qualified executive talent. | Motivate and reward the achievement of near-term financial and corporate goals. | Align the interests of our executives with those of our shareholders, driving long-term value. | Provide market-competitive benefits (as offered to all other employees) to attract and retain highly qualified executive talent. |

  32. Target Mix of Pay

    Target Mix of Pay The Committee considers all elements of compensation, as detailed in the following sections, to design and maintain a mix of pay that is both market-competitive and that drives business success and shareholder value by leveraging our philosophy of pay-for-performance. While there is no specific formula for determining the relative mix of pay for each compensation element, business judgement is exercised to balance the incentives of management, including leading the business and talent retention, and the incentives of shareholders, including long-term value creation. Additionally, as detailed above in Compensation Decisions, the Committee examines peer data in aligning on a competitive mix of pay. The Committee prioritizes performance and also considers such factors as our executives’ experience, internal pay comparisons, and retention objectives, in addition to the impact of cash expenditures and equity dilution. The Committee believes that this approach best supports its pay-for-performance philosophy, further fostering long-term shareholder value creation. Our emphasis on variable, or at-risk, compensation provides that our NEOs, subject to retention needs, will receive target or above-target compensation to the extent that our financial and corporate goals are achieved or exceeded. Our pay-for-performance philosophy includes performance-vesting restricted share units (“PSUs”), which offers the mix of pay to performance-based. For NEOs that served in their roles as executive officers for the full duration of 2023, approximately 50% and 36% of compensation was performance-based and approximately 89% and 77% of compensation was considered at-risk for our CEO and other NEOs (calculated as an average), respectively. The table below outlines the target mix of pay for each of our NEOs during 2023. Base salary is equal to the actual annual base salaries for 2023, as reflected in Base Salary below. Short-term cash incentive is based on the actual target bonus percentages for 2023, assuming 100% achievement, as reflected in Short-Term Cash Incentive below. Long-term equity incentive is based on actual amounts granted in 2023, assuming 100% achievement in the case of performance-vesting RSUs, as reflected in Long-Term Equity Incentive — Awards Granted below. (1)Greg Swyt was awarded time-vesting RSUs in May 2023, as well as in August 2023 upon his promotion to CFO. The chart above reflects the grant-date value for both of these awards.

  33. Short-Term Cash Incentive

    Short-Term Cash Incentive Our Short-Term Cash Incentive Plan (“STI Plan”) provides performance-based cash incentives to align the compensation of our executive officers with our short-term operational and performance goals, including financial and strategic initiatives, and provide near-term rewards for our executive officers to meet these goals. Our STI Plan provides for an annual incentive payment based on consolidated fiscal year financial performance, including revenue growth relative to the wafer fabrication equipment (“WFE”) industry, non-GAAP gross and operating margins, and improved inventory turns, as well as a corporate goal component based on our performance to organization-wide objectives. These incentives are based on the attainment of pre-established financial and corporate goals, which are intended to motivate executives to work effectively in collaboration to achieve the Company’s objectives and reward executives when objectives are achieved. The STI Plan covers all executive officers, as well as a wider group of employees, generally down to the role of director, which aligns the incentives of management vertically and horizontally throughout the organization. Structurally, the STI Plan is the same for all participants. The year-end results of our financial and corporate goals are reviewed and calibrated by the CEO, who makes a recommendation for approval by the Committee. Payments are made within 60 days following the end of our fiscal year. The metrics for each component are:

  34. Short-Term Cash Incentive

    | | | | 70% Financial Performance Component | 30% Corporate Goals Component | | ▪Revenue vs. WFE Industry Growth ▪Non-GAAP Gross Margin ▪Non-GAAP Operating Margin ▪Inventory Turnover | ▪Revenue Outperformance ▪Profitable Growth ▪Manufacturing & Technology Leadership ▪Organizational Effectiveness |

  35. Short-Term Cash Incentive

    The annual target bonus percentages set by the Committee, multiplied by base salary, provide the total annual target bonus opportunities for each STI Plan participant. For 2023, these annual target bonuses percentages were:

  36. Short-Term Cash Incentive

    | Named Executive Officer | Percent of Base Salary | 2022 | % Point Increase | | Jeffrey Andreson | 100% | 100% | 0% | | Greg Swyt | 70% | — | — | | Phil Barros | 70% | 70% | 0% | | Bruce Ragsdale | 75% | — | — | | Christopher Smith | 70% | 70% | 0% | | Larry Sparks | 75% | 75% | 0% |

  37. Short-Term Cash Incentive

    As noted above, the STI Plan is comprised of two components: 70% financial performance and 30% corporate goals, each of which is described in further detail in the following sections. The following represents the formula for calculating the total STI Plan score, which is used to calculate the total bonus for each STI Plan participant:

  38. Short-Term Cash Incentive

    | Financial Performance Component | | | Corporate Goals Component | | | | | | Component Weightx | Company Score | + | Component Weightx | Company Scorex | Individual Score | = | Total Score |

  39. Short-Term Cash Incentive

    Based on the above formula, the following table presents the total STI Plan score for each NEO for 2023. The financial performance and corporate goal scores are detailed individually in the following sections.

  40. Short-Term Cash Incentive

    | | Financial Performance Component | | Corporate Goals Component | | | | | Named Executive Officer | Weight | Company Score | Weight | Company Score | Individual Score | Total Score | | Jeffrey Andreson | 70% | 0% | 30% | 148% | 104% | 46% | | Greg Swyt | 70% | 0% | 30% | 148% | 110% | 49% | | Phil Barros | 70% | 0% | 30% | 148% | 96% | 43% | | Bruce Ragsdale | 70% | 0% | 30% | 148% | 111% | 49% | | Christopher Smith | 70% | 0% | 30% | 148% | 120% | 53% | | Larry Sparks | 70% | 0% | 30% | 148% | 100% | 44% |

  41. Short-Term Cash Incentive

    The following formula is used to determine the total dollar amount paid out for each STI Plan participant. Base salary is equal to the base salary in effect as of December 29, 2023.

  42. Short-Term Cash Incentive

    | Base Salaryx | Target Bonus Percentagex | Total Score | = | Total Payout |

  43. Short-Term Cash Incentive

    Accordingly, payouts to our NEOs under the STI Plan for 2023 are reflected in the following table.

  44. Short-Term Cash Incentive

    | Named Executive Officer | Payout | | Jeffrey Andreson | $294,715 | | Greg Swyt | $143,590 | | Phil Barros | $130,387 | | Bruce Ragsdale | $166,333 | | Christopher Smith | $162,984 | | Larry Sparks | $111,222 |

  45. Short-Term Cash Incentive

    Financial Performance Component The financial and inventory performance component of the STI Plan comprises 70% of the plan. The Committee sets a floor (minimum), target, and ceiling (maximum) for each financial metric, which correspond to a 50%, 100%, and 200% score, respectively. The metrics for non-GAAP gross margin and non-GAAP operating margin scale with general linearity with the actual revenue achieved by the Company for a particular year relative to the baseline established by the Committee at the beginning of such year. For example, the target metric for non-GAAP gross margin will increase as our consolidated revenue increases over the STI Plan baseline established by the Committee. The financial component metrics are set by the Committee during the first quarter of the applicable fiscal year. The following are the four financial performance metrics, which are based on consolidated, company-wide results: ▪20% – Revenue Growth: As a constituent of the wafer fabrication equipment (“WFE”) industry, this metric is based on our consolidated revenue growth relative to WFE industry growth. For 2023, the Board concluded that, based on various industry and market data, the WFE industry contracted 20.6% in 2023. The floor, target, and ceiling metrics, corresponding to a 50%, 100%, and 200% score, respectively, are: •Floor (50% score): Consolidated year-over-year revenue growth equal to WFE industry growth. ◦Target (100% score): Consolidated year-over-year revenue growth at least 2 percentage points higher than WFE industry growth. ◦Ceiling (200% score): Consolidated year-over-year revenue growth at least 10 percentage points higher than WFE industry growth. ▪20% – Non-GAAP Gross Margin: Calculated in accordance with our quarterly and annual, publicly disclosed Non-GAAP gross margin filed with the SEC on Form 8‑K. See Appendix A –Non-GAAP Reconciliations. ▪20% – Non-GAAP Operating Margin: Calculated in accordance with our quarterly and annual, publicly disclosed Non-GAAP operating margin filed with the SEC on Form 8‑K. See Appendix A –Non-GAAP Reconciliations. ▪10% – Inventory Turnover: Calculated as annual non-GAAP cost of goods sold divided by ending inventory. The following table presents (i) the relative weight of each financial and inventory performance metric, (ii) the floor, target, and ceiling for each financial performance metric, (iii) the actual consolidated result achieved for each metric, and (iv) the corresponding score for each metric, as well as the total, weighted-average score for the financial and inventory performance component as a whole. Note that, as described above, the floor, target, and ceiling shown below for Non-GAAP Gross Margin, Non-GAAP Operating Margin, and inventory turnover ratio reflect scaling based on our actual consolidated revenue achievement of $811 million for 2023.

  46. Short-Term Cash Incentive

    | | Financial Performance Target | | | | | Financial Performance Score (1) | | Financial Performance Metric | Weight | Floor (50% Score) | Target (100% Score) | Ceiling (200% Score) | Actual Result | | | Revenue Growth | 20% | (20.6)% | (18.4)% | (10.6)% | (36.6)% | 0% | | Non-GAAP Gross Margin | 20% | 14.1% | 15.1% | 16.1% | 13.4% | 0% | | Non-GAAP Operating Margin | 20% | 3.2% | 4.3% | 5.3% | 2.9% | 0% | | Inventory Turnover Ratio | 10% | 4.0 | 4.5 | 5.0 | 2.9 | 0% | | Total | 70% | | | | | 0% |

  47. Short-Term Cash Incentive

    (1)Represents the weighted average score of each metric using its respective weight, as shown in the table above. It is calculated by dividing the sum of the product of each financial performance metric score and its respective weight by the total financial performance component weight. [(0% × 20%) + (0% × 20%) + (0% × 20%) + (0% × 10%) ] ÷ 70% = 0%. Corporate Goals Component The corporate goals component of STI Plan comprises 30% of the plan and is aligned to our strategic objectives, which are split equally across four categories. Each year, our executive team defines specific goals and scales for stretch performance across each of the four categories. The goals are cascaded down the organization to align individual performance with strategic organization-wide objectives. Annually, Company-wide performance to these categories is scored and approved by the Committee. This scoring funds the corporate goal component plan pool, which is allocated to executives based on individual scores. We establish a target of 100% for the corporate goal component, up to a maximum of 200% based on Company-wide performance. The four categories that are scored under the corporate goal component are: ▪7.5% – Revenue Outperformance: Revenue gains driven by new products and services. ▪7.5% – Profitable Growth: Incremental profitability on revenue growth through operational efficiencies and executional excellence. ▪7.5% – Manufacturing & Technology Leadership: Manufacturing and new product technology roadmaps and innovations that are disruptive and provide a competitive advantage. ▪7.5% – Organizational Effectiveness: Management, leadership, and organizational structure that delivers best-of-class operational performance and a competitive business advantage. The Committee considered the CEO’s scoring recommendations and made its own determination regarding these achievement levels. For 2023, the Committee scored the corporate goal component at 148% on a Company-wide basis, establishing the total budget for the corporate goal component. The corporate goal component budget is then allocated to each participant based on individual goal performance relative to the four categories, which is scored by management against the individually-assigned cascaded goals set at the beginning of the year and submitted for review and approval by the Committee.

  48. Long-Term Equity Incentive

    Long-Term Equity Incentive We issue equity awards under the Ichor Holdings Ltd. 2016 Omnibus Incentive Plan (as amended and restated, the “2016 Plan”), to incentivize and reward our executive officers, including our NEOs, for long-term corporate performance based on the value of our ordinary shares and, thereby, to align the interests of our executive officers with those of our shareholders. For 2023, these equity awards took the form of restricted share units (“RSUs”), which vest based on a time/service requirement, and PSUs, which vest based on the achievement of certain performance criteria over a three-year period, as detailed below. RSUs and PSUs were awarded because their value is directly impacted by all stock price changes and therefore tied directly to shareholder value. Award-Setting Process The size of equity awards to each of our NEOs reflects the relative market-rate for an executive officer, taking into account, among other factors, an officer’s role and responsibilities, the competitive market for executive officers, and the size, value, and vesting status of existing equity awards at the time each equity award grant is issued. The market for executive officers is competitive, therefore our Board relies on several factors to assess the competitiveness of the market including input from its Compensation Consultant, which includes peer group data, along with our directors’ own experiences in recruiting and retaining qualified executive officers. The outcome of the award-setting process results in a gross dollar value, or target value, for each of RSUs and PSUs, approved by the Committee to be granted to each NEO. To determine the total number of RSUs and PSUs to be granted, the target value granted to each NEO is divided by the closing price of our ordinary shares on the grant date. Awards Granted The following table represents the target value of equity awards to our NEOs during 2023. Time-vesting RSUs vest 25% on the first grant-date anniversary, with the remainder vesting in equal quarterly installments over the following three years.

  49. Long-Term Equity Incentive

    | | RSUs | | PSUs | | | | Named Executive Officer | Target Value | Shares Granted (1) | Target Value | Target Shares Granted (1) | Total Equity Award Grant | | Jeffrey Andreson | $2,400,000 | 76,022 | $2,400,000 | 76,022 | $4,800,000 | | Greg Swyt | $1,675,000 | 47,392 | — | — | $1,675,000 | | Phil Barros | $799,200 | 25,316 | $400,800 | 12,696 | $1,200,000 | | Bruce Ragsdale (2) | $799,200 | 25,316 | $400,800 | 12,696 | $1,200,000 | | Christopher Smith | $799,200 | 25,316 | $400,800 | 12,696 | $1,200,000 | | Larry Sparks | $932,400 | 29,535 | $467,600 | 14,812 | $1,400,000 |

  50. Long-Term Equity Incentive

    (1)The number of shares granted was based on the target value divided by the closing price of our shares ($31.57) on the grant date, May 18, 2023. In addition to his shares granted in May 2023, Greg Swyt was granted shares with a target value of $1.2 million upon his promotion to CFO in August 2023, and the number of shares granted was based on the closing price of our ordinary shares ($37.10) on the grant date, September 1, 2023. (2)Although granted with an effective date of January 1, 2023, Bruce Ragsdale’s RSUs that were awarded in connection with his hiring in December 2022 were excluded from the table above, as they relate to his hiring in 2022. Performance Share Units Similar to 2022, our NEOs were granted PSUs in 2023, further shifting the mix of pay to performance-based. PSUs granted in May 2023 (the “2023 PSU Cohort”) are earned based on performance measured with respect to two distinct components, each measured individually: (1) relative total shareholder return (“TSR”), comprising 67% of total PSU value granted and (2) non-GAAP gross margin targets aligned to achieving our long-term business model, comprising the remaining 33% of total PSU value granted. Each component is scored over three years from the date of grant on three measurement dates. For the 2023 PSU Cohort, these measurement dates correspond to our fiscal years ending in 2023, 2024, and 2025. Structurally, they are similar to the 2022 PSU Cohort. Performance is measured at the end of each measurement date, but the award does not become fully vested until the third measurement date. While the maximum performance, or ceiling, that can be achieved in year three is increased to 200%, compared to 100% in years one and two, the total shares that may ultimately vest are capped at target (100%). The multi-year structure reflects the cyclical nature of the markets in which we operate, providing our NEOs the opportunity to achieve and lock in performance each year, while also incentivizing long-term performance via a three-year vesting structure, including the opportunity to make up for any potential underperformance of years one and two in year three.

  51. Long-Term Equity Incentive

    | | | | 67% Total Shareholder Return | 33% Non-GAAP Gross Margin | | Align the interests of our executives with those of our shareholders, driving long-term value. | Motivate near-term financial performance. |

  52. Long-Term Equity Incentive

    The TSR component is scored by measuring the performance of our shares relative to the Russell 2000 semiconductor index. The following table details the TSR scoring at each measurement date. The scores are interpolated on a linear basis between the floor, target, and ceiling thresholds.

  53. Long-Term Equity Incentive

    | Measurement Year | Floor (25th Percentile) | Target (50th Percentile) | Ceiling (75th Percentile) | | Year 1 (1-year measurement period) | 50% | 100% | 100% | | Year 2 (2-year measurement period) | 50% | 100% | 100% | | Year 3 (3-year measurement period) (1) | 50% | 100% | 200% |

  54. Long-Term Equity Incentive

    (1)As noted above in the section entitled, Performance Share Units, although the maximum performance (ceiling) that can be achieved in year 3 is 200%, the aggregate performance over the period is capped at 100%. The non-GAAP gross margin component is scored pursuant to the financial performance component of our STI Plan, with the maximum score for years one and two capped at 100%, increasing to 200% for year three. The following details the achievement of the 2023 PSU Cohorts:

  55. Long-Term Equity Incentive

    | | Performance-Vesting Criteria | | | | Total Shareholder Return | Non-GAAP Gross Margin | | 2023 PSU Cohort | | | | Year 1 Score (FY 2023) | 94% | 0% | | Year 2 Score (FY 2024) | — | — | | Year 3 Score (FY 2025) | — | — |

  56. Long-Term Equity Incentive

    The PSUs granted in 2022 (the “2022 PSU Cohort”) and 2021 (the “2021 PSU Cohort”) were earned based on performance measured with respect to three distinct components, each measured individually: (1) TSR, comprising 60% of total PSU value granted; (2) the qualification of new products by our customers, comprising 20% of total PSU value granted; and (3) non-GAAP gross margin targets aligned to achieving our long-term business model, comprising the remaining 20% of total PSU value granted. In the case of Phil Barros, PSUs granted in 2022 PSU Cohort and 2021 PSU Cohort were comprised a TSR component (60%) and a new product qualification component (40%). In the 2022 PSU Cohort and 2021 PSU Cohort, the new product qualification component incentivized the development and commercialization of new product platforms, driving accretive business and long-term value. A product platform is considered qualified after it has been tested and accepted by a customer for use and integration into their products. The scoring for this component is based on the number of distinct product platforms qualified by our customers. The following details the achievement of the 2022 and 2021 PSU Cohorts:

  57. Long-Term Equity Incentive

    | | Performance-Vesting Criteria | | | | | Total Shareholder Return | New Product Qualification | Non-GAAP Gross Margin | | 2022 PSU Cohort | | | | | Year 1 Score (FY 2022) | 90% | 0% | 50% | | Year 2 Score (FY 2023) | 97% | 0% | 0% | | Year 3 Score (FY 2024) | — | — | — | | 2021 PSU Cohort | | | | | Year 1 Score (FY 2021) | 63% | 0% | 100% | | Year 2 Score (FY 2022) | 50% | 0% | 50% | | Year 3 Score (FY 2023) | 69% | 100% | 0% |

  58. Long-Term Equity Incentive

    Based on the achievement detailed above, our NEOs earned the following amount of PSU shares, across the 2021, 2022, and 2023 cohorts, in 2023:

  59. Long-Term Equity Incentive

    | | Performance-Vesting Shares Earned | | | | | | Total Shareholder Return | New Product Qualification | Non-GAAP Gross Margin | Total Shares Earned | | Jeffrey Andreson | 27,616 | 1,943 | 0 | 29,559 | | Greg Swyt | — | — | — | — | | Phil Barros | 6,383 | 1,360 | — | 7,743 | | Bruce Ragsdale | 2,658 | — | — | 2,658 | | Christopher Smith | 5,583 | 486 | 0 | 6,069 | | Larry Sparks | 6,826 | 680 | 0 | 7,506 |

  60. Succession Planning, Change of Control, Severance, and Separation Obligations

    Succession Planning, Change of Control, Severance, and Separation Obligations

  61. Select Severance Plan

    Select Severance Plan The Human Capital Committee evaluates and reviews our executive compensation, programs, objectives, and philosophy on an annual basis. In 2019, the Human Capital Committee approved a Select Severance Plan (the “Select Severance Plan”) pursuant to which we provide severance pay and other benefits to eligible participants (collectively, the “Participants” and each, a “Participant”) in the event of such employee’s termination under certain circumstances described therein. Non-Change in Control Termination The Select Severance Plan provides eligible officers (each an “Officer Participant” and collectively, “Officer Participants”), including our NEOs, with the following benefits in the event of a termination of employment or service by us without “cause,” or solely with respect to our CEO, upon resignation for “good reason” (each as defined in the Select Severance Plan, and each a “Non-Change in Control Termination”): ▪nine‑month salary continuation (or 12 months in the case of the CEO); ▪a pro rata portion (based on the number of days employed during the applicable performance period) of the Officer Participant’s annual STI Plan bonus for the year in which termination occurs, based on actual results and payable at the time the bonus would otherwise be paid; ▪continued health insurance coverage at the active employee rate for a period up to nine months (or 12 months in the case of the CEO). Change in Control Related Termination In lieu of the benefits described above, the Select Severance Plan provides Officer Participants with the following benefits if employment is terminated by us without cause or the Officer Participant resigns for “good reason” during (i) the 90-day period prior to our entry into a definitive agreement that results in a “change in control” (as defined in the Select Severance Plan, and such termination, a “Pre-CIC Termination”) or (ii) the period commencing on a change in control and ending 12 months later (such termination, a “Post-CIC Termination”): ▪a lump sum amount in cash equal to the sum of the employee’s base annual salary plus annual STI Plan target bonus (or 2X such sum in the case of the CEO); ▪a pro rata portion (based on the number of days employed during the applicable performance period) of the employee’s annual STI Plan bonus based on actual results and payable at the time the bonus would otherwise be paid; ▪continued health insurance coverage at the active employee rate for a period of up to twelve months (or 24 months in the case of the CEO); ▪full vesting of any unvested stock-based awards and removal of restrictions with respected to restricted share awards; and ▪any stock option, stock appreciation right or similar award shall become fully exercisable. The severance benefits payable under the Select Severance Plan are subject to: (1) the six month delay to the extent required under Section 409A of the Internal Revenue Code of 1986, as amended; (2) the execution and non-revocation of a general release of claims in favor of us within the time period specified under the Select Severance Plan; (3) the Participant’s compliance with certain restrictive covenants following a termination, including perpetual non-disparagement and confidentiality covenants and a non-solicitation covenant that applies during employment and the term of the applicable severance period; and (4) reduction of payment to avoid any excise tax on “parachute payments,” but only if the executive would benefit from such reduction as compared to paying the excise tax. Any benefits payable under the Select Severance Plan supersede and are in lieu of any severance benefits and/or payments provided under any other agreements, arrangements or severance plans by and between the executive and us unless a Participant’s employment or similar agreement provides for severance benefits that, in the aggregate, are more favorable to the Participant (in which case, such greater benefits will be paid under this Plan).

  62. Equity Compensation Plans

    Equity Compensation Plans

  63. 2016 Plan

    2016 Plan The 2016 Plan was adopted by our Board and approved by our shareholders in December 2016. The 2016 Plan provides for grants of stock options, stock appreciation rights, restricted stock, other share-based awards and other cash-based awards to our directors, officers and other employees of us and our subsidiaries, as well as others performing consulting or advisory services for us. The number of shares available for issuance under the 2016 Plan was initially set at 1,888,000 shares in December 2016. The number of shares available for issuance is increased on the first day of each fiscal year, beginning in 2018, in an amount equal to two percent (2%) of our outstanding ordinary shares on the last day of the immediately preceding fiscal year. In March 2020, our Board approved amendments to the 2016 Plan to prohibit repricing of awards, subject to certain exceptions. Without shareholder approval, the Human Capital Committee is prohibited from (i) lowering the exercise price of a stock option or stock appreciation right after it is granted, except in connection with certain adjustments to our corporate or capital structure, such as stock splits, (ii) taking any other action that is treated as a repricing under generally accepted accounting principles, or (iii) canceling a stock option or stock appreciation right at a time when its exercise price exceeds the fair market value of the underlying stock in exchange for cash or another award, unless the cancellation and exchange occur in connection with certain adjustments to our corporate or capital structure if and to the extent otherwise allowed under the 2016 Plan.

  64. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table sets forth the indicated information as of December 29, 2023, with respect to our equity compensation plans approved by our shareholders. We do not maintain any equity compensation plans that have not been approved by our shareholders.

  65. Equity Compensation Plan Information

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | Equity compensation plans approved by security holders | | | | | 2016 Plan | 582,163 | $24.36 | 1,045,689 | | 2017 ESPP | 36,053 | $28.33 | 2,170,411 | | Equity compensation plans not approved by security holders | 0 | $— | 0 | | Total | 618,216 | $23.20 | 3,216,100 |

  66. Summary Compensation Table

    Summary Compensation Table The following tables present summary information regarding the total compensation paid to, earned by, and awarded to each of our NEOs in 2023, 2022, and 2021, respectively.

  67. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | Jeffrey Andreson | 2023 | $640,000 | $4,721,589 | $294,715 | $11,250 | $5,667,554 | | Chief Executive Officer | 2022 | $629,780 | $3,904,080 | $478,042 | $10,862 | $5,022,764 | | | 2021 | $581,972 | $2,400,046 | $655,200 | $9,138 | $3,646,356 | | Greg Swyt (4) | 2023 | $352,692 | $1,675,039 | $143,590 | $9,885 | $2,181,206 | | Chief Financial Officer | | | | | | | | Phil Barros | 2023 | $437,000 | $1,186,939 | $130,387 | $6,545 | $1,760,871 | | Chief Technology Officer | 2022 | $433,781 | $1,220,036 | $217,513 | $4,987 | $1,876,317 | | | 2021 | $421,206 | $849,976 | $278,067 | $3,255 | $1,552,504 | | Bruce Ragsdale (5) | 2023 | $450,000 | $1,186,939 | $166,333 | $11,250 | $1,814,522 | | Chief Operating Officer | | | | | | | | Christopher Smith | 2023 | $406,308 | $1,186,939 | $162,987 | $9,119 | $1,765,353 | | Chief Commercial Officer | 2022 | $374,890 | $976,042 | $201,623 | $9,252 | $1,561,807 | | | 2021 | $357,425 | $475,017 | $237,168 | $8,546 | $1,078,156 | | Larry Sparks (6) | 2023 | $336,058 | $1,384,752 | $111,222 | $11,250 | $1,843,282 | | Former Chief Financial Officer | 2022 | $437,551 | $1,220,036 | $257,092 | $10,250 | $1,924,929 | | | 2021 | $424,281 | $874,990 | $336,656 | $9,750 | $1,645,677 |

  68. Summary Compensation Table

    (1)The value of these stock awards was based on the fair value of the awards as of the grant date calculated in accordance with FASB ASC Topic 718, excluding any estimate of future forfeitures. As PSUs cannot vest in an amount over target, or 100%, the amounts include the maximum value of PSUs at the highest performance achievement, as detailed in Compensation Discussion & Analysis – Elements of Compensation – Long-Term Equity Incentive. (2)Represents the actual amount earned by each of our NEOs under our STI Plan. See Compensation Discussion & Analysis – Elements of Compensation – Short-Term Cash Incentive for additional information. (3)Amounts for 2023 represent employer 401(k) matching contributions. (4)Greg Swyt became Chief Financial Officer on August 30, 2023. (5)Although granted with an effective date of January 1, 2023, Bruce Ragsdale’s RSUs that were awarded in connection with his hiring in December 2022 were excluded from the table above, as they relate to his hiring in 2022. (6)Salary for Larry Sparks includes the base salary earned through retirement on August 30, 2023 and $40,000 earned for services provided as an advisor after his retirement.

  69. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information concerning plan-based awards granted to the NEOs during fiscal 2023. We did not grant any stock options during 2023.

  70. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | | Name | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards and Option Awards ($) (4) | | Jeffrey Andreson | — | STI | $— | $640,000 | $1,280,000 | — | — | — | — | — | | Chief Executive Officer | 5/18/2023 | PSU | — | — | — | 0 | 76,022 | 76,022 | 0 | $2,321,575 | | | 5/18/2023 | RSU | — | — | — | 0 | 0 | 0 | 76,022 | $2,400,015 | | Greg Swyt | — | STI | $— | $294,000 | $588,000 | — | — | — | — | — | | Chief Financial Officer | 9/1/2023 | RSU | — | — | — | 0 | 0 | | 32,346 | $1,200,037 | | | 5/18/2023 | RSU | — | — | — | 0 | 0 | 0 | 15,046 | $475,002 | | Phil Barros | — | STI | $— | $305,900 | $611,800 | — | — | — | — | — | | Chief Technology Officer | 5/18/2023 | PSU | — | — | — | 0 | 12,696 | 12,696 | 0 | $387,713 | | | 5/18/2023 | RSU | — | — | — | 0 | 0 | 0 | 25,316 | $799,226 | | Bruce Ragsdale | — | STI | $— | $337,500 | $675,000 | — | — | — | — | — | | Chief Operating Officer | 5/18/2023 | PSU | — | — | — | 0 | 12,696 | 12,696 | 0 | $387,713 | | | 5/18/2023 | RSU | — | — | — | 0 | 0 | 0 | 25,316 | $799,226 | | Christopher Smith | — | STI | $— | $305,900 | $611,800 | — | — | — | — | — | | Chief Commercial Officer | 5/18/2023 | PSU | — | — | — | 0 | 12,696 | 12,696 | 0 | $387,713 | | | 5/18/2023 | RSU | — | — | — | 0 | 0 | 0 | 25,316 | $799,226 | | Larry Sparks | — | STI | $— | $330,750 | $661,500 | — | — | — | — | — | | Former Chief Financial Officer | 5/18/2023 | PSU | — | — | — | 0 | 14,812 | 14,812 | 0 | $452,332 | | | 5/18/2023 | RSU | — | — | — | 0 | 0 | 0 | 29,535 | $932,420 |

  71. Grants of Plan-Based Awards

    (1)Amounts shown are estimated payouts for 2023 under our STI Plan. The target bonus amount equals a specified percentage of each NEO’s base salary as of December 29, 2023, as described in Compensation Discussion & Analysis – Elements of Compensation – Short-Term Cash Incentive. The maximum amount shown is 2.0 times the target bonus amount for each of the NEOs. Actual bonuses received by these NEOs for 2023 are reported above in the Summary Compensation table under the column entitled “Non-Equity Incentive Plan Compensation.” (2)Reflects the PSUs that vest upon the achievement of relative TSR and non-GAAP gross margin performance goals during the three-year performance period of 2023-2025. These awards are described in more detail above under Compensation Discussion & Analysis – Elements of Compensation – Long-Term Equity Incentive. (3)Reflects RSUs that vest 25% on the first grant-date anniversary and in equal quarterly installments over the following three years. These awards are described in more detail above under Compensation Discussion & Analysis – Elements of Compensation – Long-Term Equity Incentive. (4)The value of these PSUs and RSUs was based on the fair value of the awards as of the grant date calculated in accordance with FASB ASC Topic 718. The grant date fair value of the RSUs is based on the closing price of our common stock on the date of grant. For assumptions made in the valuation, see footnote Note 10 of our 2023 Annual Report on Form 10-K.

  72. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  73. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards for each of our NEOs as of December 29, 2023.

  74. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards (1) | | | | | Stock Awards (2)(3) | | | | | Name | Grant Date | Number of Exercisable Securities Underlying Unexercised Options | Number of Unexercisable Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested | | Jeffrey Andreson | 1/6/2020 | 26,789 | 1,782 | $32.57 | 1/6/2027 | — | — | — | — | | Chief Executive Officer | 5/14/2019 | 33,695 | 0 | $22.56 | 5/14/2026 | — | — | — | — | | | 2/15/2018 | 10,200 | 0 | $24.89 | 2/15/2025 | — | — | — | — | | | 12/6/2017 | 54,000 | 0 | $24.05 | 12/6/2024 | — | — | — | — | | | 5/18/2023 | — | — | — | — | 76,022 | $2,556,620 | 76,022 | $2,556,620 | | | 5/24/2022 | — | — | — | — | 51,090 | $1,718,157 | 61,984 | $2,084,522 | | | 5/11/2021 | — | — | — | — | 9,715 | $326,715 | 13,844 | $465,574 | | | 1/6/2020 | — | — | — | — | 0 | $0 | 2,013 | $67,697 | | Greg Swyt | 9/1/2023 | — | — | — | — | 0 | $0 | 32,346 | $1,087,796 | | Chief Financial Officer | 5/18/2023 | — | — | — | — | 0 | $0 | 15,046 | $505,997 | | | 5/24/2022 | — | — | — | — | 0 | $0 | 6,576 | $221,151 | | Phil Barros | 5/12/2020 | 1,407 | 2,810 | $21.76 | 5/12/2027 | — | — | — | — | | Chief Technology Officer | 5/18/2023 | — | — | — | — | 12,696 | $426,966 | 25,316 | $851,377 | | | 5/24/2022 | — | — | — | — | 15,966 | $536,937 | 19,370 | $651,413 | | | 5/11/2021 | — | — | — | — | 3,400 | $114,342 | 4,915 | $165,291 | | | 5/12/2020 | — | — | — | — | 0 | $0 | 3,418 | $114,947 | | Bruce Ragsdale | 5/18/2023 | — | — | — | — | 12,696 | $426,966 | 25,316 | $851,377 | | Chief Operating Officer | 1/1/2023 | — | — | — | — | 0 | $0 | 59,657 | $2,006,265 | | Christopher Smith | 5/12/2020 | 9,843 | 1,410 | $21.76 | 5/12/2027 | — | — | — | — | | Chief Commercial Officer | 5/14/2019 | 12,887 | - | $22.56 | 5/14/2026 | — | — | — | — | | | 5/18/2023 | — | — | — | — | 12,696 | $426,966 | 25,316 | $851,377 | | | 5/24/2022 | — | — | — | — | 12,773 | $429,556 | 15,495 | $521,097 | | | 5/11/2021 | — | — | — | — | 2,429 | $81,687 | 2,550 | $85,757 | | | 5/12/2020 | — | — | — | — | 0 | $0 | 1,704 | $57,306 | | Larry Sparks | 5/12/2020 | 7,881 | 1,122 | $21.76 | 5/12/2027 | — | — | — | — | | Former Chief Financial Officer | 11/12/2019 | 27,578 | 0 | $31.21 | 11/12/2026 | — | — | — | — | | | 5/18/2023 | — | — | — | — | 14,812 | $498,128 | 29,535 | $993,262 | | | 5/24/2022 | — | — | — | — | 15,966 | $536,937 | 19,370 | $651,413 | | | 5/11/2021 | — | — | — | — | 3,400 | $114,342 | 5,100 | $171,513 | | | 5/12/2020 | — | — | — | — | 0 | $0 | 1,363 | $45,838 |

  75. Outstanding Equity Awards at Fiscal Year-End

    (1)Stock option grants vest 25% on the first anniversary of their respective grant date, and the remainder vest ratably on a quarterly basis over a three year period thereafter. (2)Includes both RSUs and PSUs (at target), as the full performance measurement period is still in process for all PSU cohorts and vesting at target is still achievable. The market value is based on the closing price of our ordinary shares on the last trading day of 2023, which was $33.63. (3)RSU stock awards vest 25% on the first anniversary of their respective grant date, and the remainder vest ratably on a quarterly basis over a three year period thereafter. For vesting of PSUs, refer to the section above entitled, Elements of Compensation — Long-Term Equity Incentive — Performance Share Units.

  76. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows all RSUs vested and stock options exercised, including in each case value realized upon vesting and exercise, respectively, by the NEOs during 2023.

  77. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) (1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) (3) | Value Realized on Vesting ($) (4) | | Jeffrey Andreson | 0 | $— | 59,329 | $1,776,318 | | Greg Swyt | 0 | $— | 5,116 | $159,671 | | Phil Barros | 31,737 | $367,817 | 25,031 | $749,738 | | Bruce Ragsdale | 0 | $— | 0 | $— | | Christopher Smith | 0 | $— | 17,712 | $531,449 | | Larry Sparks | 0 | $— | 25,604 | $762,203 |

  78. Option Exercises and Stock Vested

    (1)Represents the gross number of shares acquired upon exercise of vested options, without taking into account any shares withheld to cover the option exercise price or applicable tax obligations. (2)The value realized equals [the closing price of the stock on the date the option is exercised], less the exercise price, multiplied by the number of options exercised. (3)Represents the gross number of shares acquired on vesting, without taking into account any shares withheld to satisfy applicable tax obligations. (4)The value realized equals the market price of Ichor’s ordinary shares as of the vest date, multiplied by the number of shares that vested.

  79. Potential Payments Made Upon Termination or Change in Control

    Potential Payments Made Upon Termination or Change in Control The Select Severance Plan provides eligible officers, including NEOs, with benefits in the event of a termination of employment or service by us. The CEO is eligible for 12 months of salary continuation upon resignation for “good reason”. All other NEOs are eligible for 9 months of salary continuation upon termination of employment or service by use without “cause”. The NEOs are also eligible for a pro rata portion (based on the number of days employed during the applicable performance period) of the annual STI Plan bonus for the year in which termination occurs, and continued health insurance coverage for a period up to 9 months (or 12 months in the case of the CEO). During the 90-day period prior to our entry into a definitive agreement that results in a “change in control” or the period commencing on a change in control and ending 12 months later, the Select Severance Plan provides: ▪a lump sum amount in cash equal to the sum of the employee’s base annual salary plus annual STI Plan target bonus (or 2X such sum in the case of the CEO); ▪a pro rata portion (based on the number of days employed during the applicable performance period) of the employee’s annual STI Plan bonus based on actual results and payable at the time the bonus would otherwise be paid; ▪continued health insurance coverage at the active employee rate for a period of up to twelve months (or 24 months in the case of the CEO); ▪full vesting of any unvested stock-based awards and removal of restrictions with respected to restricted share awards; and ▪any stock option, stock appreciation right or similar award shall become fully exercisable. The following table describes the potential payments and benefits our NEOs would be entitled to under our Select Severance Plan assuming their employment terminated on December 29, 2023, due to a triggering event, as defined in the Select Severance Plan. See Compensation Discussion & Analysis – Change of Control, Severance, and Separation Obligations – Select Severance Plan for additional information.

  80. Potential Payments Made Upon Termination or Change in Control

    | Name | Benefit | Payment in the Case of a Non-Change in Control Termination (1) | Payment in the Case of a Change in Control Related Termination (2) | Long-Term Disability (3) | Death (4) | | Jeffrey Andreson | Base salary | $640,000 | $1,280,000 | $120,000 | $300,000 | | Chief Executive Officer | Cash bonus | $640,000 | $1,920,000 | $— | $— | | | Health benefits | $19,368 | $38,736 | $— | $— | | | RSUs & PSUs | $— | $9,681,976 | $— | $9,681,976 | | | Stock options | $— | $1,889 | $— | $— | | Greg Swyt | Base salary | $315,000 | $420,000 | $84,000 | $300,000 | | Chief Financial Officer | Cash bonus | $294,000 | $588,000 | $— | $— | | | Health benefits | $9,011 | $12,014 | $— | $— | | | RSUs & PSUs | $— | $1,814,944 | $— | $1,814,944 | | | Stock options | $— | $— | $— | $— | | Phil Barros | Base salary | $327,750 | $437,000 | $84,000 | $300,000 | | Chief Technology Officer | Cash bonus | $305,900 | $611,800 | $— | $— | | | Health benefits | $12,845 | $17,126 | $— | $— | | | RSUs & PSUs | $— | $2,839,852 | $— | $2,839,852 | | | Stock options | $— | $33,355 | $— | $— | | Bruce Ragsdale | Base salary | $337,500 | $450,000 | $120,000 | $300,000 | | Chief Operating Officer | Cash bonus | $337,500 | $675,000 | $— | $— | | | Health benefits | $14,562 | $19,416 | $— | $— | | | RSUs & PSUs | $— | $3,284,608 | $— | $3,284,608 | | | Stock options | $— | $— | $— | $— | | Christopher Smith | Base salary | $327,750 | $437,000 | $84,000 | $300,000 | | Chief Commercial Officer | Cash bonus | $305,900 | $611,800 | $— | $— | | | Health benefits | $14,049 | $18,733 | $— | $— | | | RSUs & PSUs | $— | $2,430,272 | $— | $2,430,272 | | | Stock options | $— | $16,737 | $— | $— | | Larry Sparks (5) | Base salary | $90,000 | $120,000 | $84,000 | $180,000 | | Former Chief Financial Officer | Cash bonus | $330,750 | $661,500 | $— | $— | | | Health benefits | $12,966 | $17,287 | $— | $— | | | RSUs & PSUs | $— | $2,839,852 | $— | $2,839,852 | | | Stock options | $— | $13,318 | $— | $— |

  81. Potential Payments Made Upon Termination or Change in Control

    (1)Amounts represent the following payments and benefits under the Select Severance Plan: (i) nine-month salary continuation (or 12 months in the case of the CEO); (ii) a pro rata portion (based on the number of days employed during the applicable performance period) of the NEO’s annual STI Plan bonus for the year in which termination occurs, based on actual results and payable at the time the bonus would otherwise be paid; and (iii) continued health insurance coverage at the active employee rate for a period up to nine months (or 12 months in the case of the CEO). (2)Amounts represent the following payments and benefits under the Select Severance Plan: (i) a lump sum amount in cash equal to the sum of the NEO’s base annual salary plus annual STI Plan target bonus (or 2X such sum in the case of the CEO); (ii) a pro rata portion (based on the number of days employed during the applicable performance period) of the NEO’s annual STI Plan bonus based on actual results and payable at the time the bonus would otherwise be paid; (iii) continued health insurance coverage at the active employee rate for a period of up to twelve months (or 24 months in the case of the CEO); (iv) full vesting of any unvested stock-based awards and removal of restrictions with respected to restricted share awards; and (v) any stock option, stock appreciation right or similar award will become fully exercisable. (3)Represents annual payments under any long-term disability insurance policy carried by the Company with respect to the NEO. (4)Represents the proceeds of any life insurance policy carried by the Company with respect to the NEO. (5)Larry Sparks continued to participate in the Select Severance Plan while serving as a strategic advisor and continued to be eligible for his CFO level bonus under the terms of his strategic advisor offer letter.

  82. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our median-compensated employee’s annual total compensation to the annual total compensation of our CEO. For the year ended December 29, 2023: •the median-compensated employee was identified in the United Kingdom and total compensation was reasonably estimated to be $53,495 using the year-to-date exchange rate as of November 1, 2023; •the annual total compensation of Jeffrey Andreson was $5,667,554; and •based on this information, the ratio of our median-compensated employee’s annual total compensation to the annual total compensation of our CEO was 106 to 1. We identified the median-compensated employee by examining the base pay, including overtime, for all individuals that were employed as of November 1, 2023, exclusive of our CEO. Included in this were employees outside the U.S., including Singapore, Malaysia, Korea, Mexico, and the United Kingdom. Once identified, we added all compensation elements together for the median-compensated employee in the same manner used to calculate the annual total compensation of our NEOs in the Summary Compensation Table. To calculate the ratio, we divided Jeffrey Andreson’s annual total compensation by the median-compensated employee’s annual total compensation.

  83. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to Compensation Matters – Compensation Discussion and Analysis.

  84. Pay Versus Performance

    | | | | | | Value of Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Total for non-PEO NEOs (3) | Average Compensation Actually Paid to non-PEO NEOs (2)(3) | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | Net Income (Loss) (5) | Non-GAAP Operating Margin (6) | | 2023 | $5,667,554 | 7,153,862 | $1,873,047 | $2,145,295 | $99 | $225 | $(42,985) | 2.9% | | 2022 | $5,022,764 | 3,335,107 | $1,800,168 | $699,947 | $79 | $136 | $72,804 | 9.8% | | 2021 | $3,646,356 | 5,159,918 | $1,431,549 | $2,498,562 | $136 | $212 | $70,899 | 10.7% | | 2020 | $2,474,500 | 1,831,168 | $1,387,550 | $1,288,852 | $90 | $148 | $33,279 | 8.3% |

  85. Pay Versus Performance

    (1)Jeffrey Andreson was our principal executive officer (“PEO”) for 2023, 2022, 2021, and 2020. (2)For a detailed calculation of the amounts in these columns, refer to Compensation Actually Paid below. In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. (3)For 2023, non-PEO NEOs were Larry Sparks, Greg Swyt, Phil Barros, Bruce Ragsdale, and Christopher Smith. For 2022, non-PEO NEOs were Larry Sparks, Phil Barros, Christopher Smith, Kevin Canty, and Paul Chhabra. For 2021, non-PEO NEOs were Larry Sparks, Phil Barros, Kevin Canty, and Christopher Smith. For 2020, non-PEO NEOs were Larry Sparks and Phil Barros. (4)The Company TSR and Company’s Peer Group TSR is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our 2023 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K: PHLX Semiconductor Sector Index. (5)Represents the amount of net income reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. (6)For a reconciliation between non-GAAP operating income, including non-GAAP operating margin, and the most comparable GAAP measure, operating income, refer to Appendix A - Non-GAAP Reconciliations. Compensation Actually Paid Compensation actually paid, as reflected in the Pay Versus Performance table above, to our PEO and average of non-PEO NEOs was calculated as follows:

  86. Pay Versus Performance

    | | 2023 | | | Name | PEO | Average of non-PEO NEOs | | Summary compensation table total | $5,667,554 | $1,873,047 | | Deduct: Amounts reported under the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year | (4,721,589) | (1,324,122) | | Add: Awards granted during the current applicable year that remain unvested as of the current applicable year end (1) | 5,128,520 | 1,386,169 | | Add/(deduct): Change in fair value of awards granted in prior years that were outstanding and unvested as of the applicable current year end (2) | 928,634 | 181,066 | | Add/(deduct): Change in fair value for awards that were granted in prior years that vested in the current applicable year (3) | 150,743 | 29,135 | | Deduct: Awards that were granted in prior years that were forfeited in the applicable current year (4) | — | — | | Compensation actually paid | $7,153,862 | $2,145,295 |

  87. Pay Versus Performance

    (1)This adjustment pertains to awards granted in the current applicable year that are outstanding and unvested as of the current applicable year end. It is calculated as follows: The fair value of awards unvested and outstanding as of the applicable current year end. (2)This adjustment pertains to awards granted in prior years that are outstanding and unvested at both the applicable current and prior year ends. It is calculated as follows: (i) The fair value of awards outstanding and unvested as of the applicable current year end, less (ii) the fair value of awards outstanding and unvested as of the prior year end. (3)This adjustment pertains to awards granted in prior years that vested in the current applicable year. It is calculated as follows: (i) The fair value of awards that vested in the current applicable year as of the vest date, less (ii) the fair value of awards outstanding and unvested as of the applicable prior year end. (4)This adjustment pertains to awards granted in prior years that were forfeited in the current applicable year. It is calculated as follows: The fair value of awards, as of the applicable prior year end, that were forfeited during the current applicable year. List of Most Important Financial Performance Measures The following represents our most important financial performance measures that link compensation paid to our NEOs, as they are the key metrics that determine the payout of STI Plan and PSUs. See Compensation Discussion and Analysis — Element of Compensation for further detail.

  88. Pay Versus Performance

    | Revenue vs. WFE Industry Growth | | Non-GAAP Gross Margin | | Non-GAAP Operating Margin |

  89. Pay Versus Performance

    Pay Versus Performance Relationship Disclosures The chart below provides a comparison between compensation actually paid to our CEO and average of our non-CEO NEOs against the Company TSR and PHLX Semiconductor Sector Index TSR. Amounts and figures used in the following charts are from the table above under the heading Pay Versus Performance. The chart below provides a comparison between compensation actually paid to our CEO and average of our non-CEO NEOs against our U.S. GAAP net income. The chart below provides a comparison between compensation actually paid to our CEO and average of our non-CEO NEOs against our non-GAAP operating margin.