DEF 14A of Ichor Holdings, Ltd.
Filed Apr 3, 2025 · FY20240001652535-25-000004
Director Nominees
Director Nominees
Director Nominees
| Dr. Wendy Arienzo | Qualifications, Expertise & Capabilities | | | Independent Director Age: 70 Director Since: 2020 Tenure: 5.1 years Committees: Nominating and Corporate Governance Committee (member) Human Capital Committee (member) | Leadership and Executive Experience | P | | | Global Business Perspective | P | | | Semiconductor Manufacturing Industry & Process Knowledge | P | | | Supply Chain Knowledge | P | | | Institutional Knowledge | P | | | Other Industry Knowledge | P | | | Human Capital Management | P | | | Financial, Audit | | | | Cybersecurity, Privacy, Risk | | | | Strategic Transactions, M&A | | | | Sales and Marketing | | | | Technology, R&D | P | | Career Highlights | Board Membership Highlights | Education Highlights | | Fujifilm Dimatix FUJIY 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. | | |
Director Nominees
| Jeffrey Andreson | Qualifications, Expertise & Capabilities | | | Chief Executive Officer and Director Age: 63 Director Since: 2020 Board Tenure: 5.1 years Company Tenure: 7.3 years Committees: none | Leadership and Executive Experience | P | | | Global Business Perspective | P | | | Semiconductor Manufacturing Industry & Process Knowledge | P | | | Supply Chain Knowledge | P | | | Institutional Knowledge | P | | | Other Industry Knowledge | P | | | Human Capital Management | P | | | Financial, Audit | P | | | Cybersecurity, Privacy, Risk | P | | | Strategic Transactions, M&A | P | | | Sales and Marketing | | | | Technology, R&D | | | Career Highlights | Board Membership Highlights | Education Highlights | | Ichor Holdings, Ltd. ICHR 2020 - current CEO 2019 - 2020 President 2017 - 2019 CFO Nanometrics Incorporated NANO (merged and became ONTO in 2019) 2014 - 2017 CFO Intevac 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. | | |
Director Nominees
| Laura Black | Qualifications, Expertise & Capabilities | | | Independent Director Age: 63 Director Since: 2019 Tenure: 6.1 years Committees: Nominating and Corporate Governance Committee (chair) Audit Committee (member) | Leadership and Executive Experience | P | | | Global Business Perspective | P | | | Semiconductor Manufacturing Industry & Process Knowledge | | | | Supply Chain Knowledge | | | | Institutional Knowledge | P | | | Other Industry Knowledge | P | | | Human Capital Management | | | | Financial, Audit | P | | | Cybersecurity, Privacy, Risk | P | | | Strategic Transactions, M&A | P | | | Sales and Marketing | | | | Technology, R&D | P | | Career Highlights | Board Membership Highlights | Education Highlights | | Needham & Company 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. | | |
Director Nominees
| Marc Haugen | Qualifications, Expertise & Capabilities | | | Independent Director Age: 59 Director Since: 2017 Tenure: 7.7 years Committees: Audit Committee (member) Human Capital Committee (member) | Leadership and Executive Experience | P | | | Global Business Perspective | P | | | Semiconductor Manufacturing Industry & Process Knowledge | P | | | Supply Chain Knowledge | P | | | Institutional Knowledge | P | | | Other Industry Knowledge | P | | | Human Capital Management | P | | | Financial, Audit | P | | | Cybersecurity, Privacy, Risk | | | | Strategic Transactions, M&A | P | | | Sales and Marketing | P | | | Technology, R&D | P | | Career Highlights | Board Membership Highlights | Education Highlights | | Fralock Holdings 2020 - 2025 Kateeva, Inc. 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, financial, and operational background, including his multi-year service in management positions at semiconductor equipment and international technology companies. | | |
Director Nominees
| John Kispert | Qualifications, Expertise & Capabilities | | | Independent Director Age: 61 Director Since: 2018 Tenure: 6.4 years Committees: Audit Committee (chair) Nominating and Corporate Governance Committee (member) | Leadership and Executive Experience | P | | | Global Business Perspective | P | | | Semiconductor Manufacturing Industry & Process Knowledge | P | | | Supply Chain Knowledge | P | | | Institutional Knowledge | P | | | Other Industry Knowledge | P | | | Human Capital Management | P | | | Financial, Audit | P | | | Cybersecurity, Privacy, Risk | P | | | Strategic Transactions, M&A | P | | | Sales and Marketing | P | | | Technology, R&D | P | | 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 | University of California Los Angeles 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. | | |
Director Nominees
| Iain MacKenzie | Qualifications, Expertise & Capabilities | | | Lead Independent Director Age: 66 Director Since: 2015 Tenure: 9.5 years Committees: Human Capital Committee (chair) | Leadership and Executive Experience | P | | | Global Business Perspective | P | | | Semiconductor Manufacturing Industry & Process Knowledge | P | | | Supply Chain Knowledge | P | | | Institutional Knowledge | P | | | Other Industry Knowledge | | | | Human Capital Management | P | | | Financial, Audit | P | | | Cybersecurity, Privacy, Risk | | | | Strategic Transactions, M&A | P | | | Sales and Marketing | P | | | Technology, R&D | P | | 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. | | |
Director Nominees
| Thomas Rohrs | Qualifications, Expertise & Capabilities | | | Chairman Age: 74 Director Since: 2012 Tenure: 13.2 years Committees: none | Leadership and Executive Experience | P | | | Global Business Perspective | P | | | Semiconductor Manufacturing Industry & Process Knowledge | P | | | Supply Chain Knowledge | P | | | Institutional Knowledge | P | | | Other Industry Knowledge | P | | | Human Capital Management | P | | | Financial, Audit | P | | | Cybersecurity, Privacy, Risk | | | | Strategic Transactions, M&A | P | | | Sales and Marketing | | | | Technology, R&D | P | | 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 - 2022 Intevac IVAC 2010 - 2022 Quanergy Systems QNGY 2020 - 2023 Magma Design Automation LAVA (acquired by Synopsys in 2021) 2003 - 2012 Ultra Clean Technology UCTT 2003 - 2009 Electroglas EGLS (acquired by FormFactor in 2009) 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. | | |
Director Nominees
| Jorge Titinger | Qualifications, Expertise & Capabilities | | | Independent Director Age: 63 Director Since: 2022 Tenure: 2.8 years Committees: Audit Committee (member) Nominating and Corporate Governance Committee (member) | Leadership and Executive Experience | P | | | Global Business Perspective | P | | | Semiconductor Manufacturing Industry & Process Knowledge | P | | | Supply Chain Knowledge | P | | | Institutional Knowledge | P | | | Other Industry Knowledge | P | | | Human Capital Management | P | | | Financial, Audit | P | | | Cybersecurity, Privacy, Risk | P | | | Strategic Transactions, M&A | P | | | Sales and Marketing | P | | | Technology, R&D | P | | Career Highlights | Board Membership Highlights | Education Highlights | | Titinger Consulting 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, Audit Committee, 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 chief executive officer. In addition, he has many years of corporate governance experience at publicly traded companies in our industry. | | |
Director Nominees
| Yuval Wasserman | Qualifications, Expertise & Capabilities | | | Independent Director Age: 70 Director Since: 2021 Tenure: 3.9 years Committees: Nominating and Corporate Governance Committee (member) Human Capital Committee (member) | Leadership and Executive Experience | P | | | Global Business Perspective | P | | | Semiconductor Manufacturing Industry & Process Knowledge | P | | | Supply Chain Knowledge | P | | | Institutional Knowledge | P | | | Other Industry Knowledge | P | | | Human Capital Management | P | | | Financial, Audit | P | | | Cybersecurity, Privacy, Risk | P | | | Strategic Transactions, M&A | P | | | Sales and Marketing | P | | | Technology, R&D | P | | 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. | | |
Corporate Social Responsibility
Corporate Social Responsibility 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 areas. We are committed to values-driven CSR initiatives and believe these efforts will benefit our customers, employees, and the communities in which we operate. The Company publishes a comprehensive CSR report annually, which is available on its website at www.ichor.com. Our website is not part of this Proxy Statement.
Board Leadership Structure
Board Leadership Structure This section describes the leadership structure of the Board, the reasons the Board considers this structure appropriate at this time, the roles of various positions, and related key governance practices. The Board believes that the mix of experienced independent and non-independent directors that currently makes up the Board, the Board committee composition, and the separation of the roles of Chairman and Chief Executive Officer benefit the Company and its shareholders. Independence The Board has an effective mix of independent directors and non-independent directors. After the Annual Meeting, the Board will be composed of seven independent directors and two non-independent directors, Jeffrey Andreson and Tom Rohrs, who are our current and former Chief Executive Officer, respectively. Separation of Chairman and Chief Executive Officer With respect to the roles of Chairman and Chief Executive Officer, the Corporate Governance Guidelines provide that the roles may be separated or combined, and the Board will exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. The roles of Chairman and Chief Executive Officer currently are separated. The Board believes that this structure clarifies the individual roles and responsibilities of Chief Executive Officer and Chairman, streamlines decision-making, and enhances accountability. The Board believes that, at this time, separating the roles of Chairman and Chief Executive Officer is the most effective leadership structure because it allows Mr. Andreson to focus on the management of the Company, day-to-day operations and engaging with external stakeholders. Mr. Rohrs serves as Chairman of the Board. Under our Amended and Restated Memorandum and Articles of Association, dated as of May 24, 2022 (the “Memorandum and Articles”), the chairman is elected by the affirmative vote of a majority of the directors then in office. Mr. Rohrs focuses his attention on the broad strategic issues considered by the Board, leveraging his strong public company background to provide strategic guidance and effective oversight of management, engaging with the Chief Executive Officer between Board meetings and providing overall guidance to our Chief Executive Officer. As our former Chief Executive Officer, Mr. Rohrs has valuable experience on the issues, challenges and opportunities we face, positioning him well to develop agendas and ensure that the Board’s time and attention are focused on the most critical matters. In 2018, the independent directors of the Board designated Iain MacKenzie as Lead Independent Director to liaise between management and the other non-employee directors. The Board holds regularly scheduled executive sessions amongst the non-management directors, which are presided over by our Lead Independent Director. The Lead Independent Director schedules and chairs meetings of the independent directors. As needed, the independent directors (including the Lead Independent Director) hold closed sessions following the regularly scheduled Board meetings. The Board believes that the foregoing structure achieves an appropriate balance between the effective development of key strategic and operational objectives and independent oversight of management’s execution of such objectives. Additionally, the Board will continue to periodically review its leadership structure. Board Refreshment; Succession Planning We are committed to succession planning to promote a balance of tenure, new experiences, and relevant skills across our Board. The Board, with the Nominating and Corporate Governance Committee, frequently evaluates its composition and characteristics, and in alignment with these efforts, decided it is in the best interest of the Company and its stakeholders for Iain MacKenzie, Lead Independent Director, to replace Thomas Rohrs as Chairman of the Board effective after the 2025 Annual Meeting. It is expected that Tom will remain on the board through his next term, should he be reelected, ending immediately prior to our 2026 Annual Meeting. Self-Evaluation The Nominating and Corporate Governance Committee administers evaluations of the Board as a whole and of the committees of the Board. The chair of the Nominating and Corporate Governance Committee reports the Nominating and Corporate Governance Committee’s conclusions to the Board and makes recommendations to the Chairman regarding changes that the committee deems appropriate for consideration by the Board.
Board Committees and Meetings
Board Committees and Meetings The committees established by the Board for 2024 were the Audit Committee, the Human Capital Committee, and the Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees are described below. Members will serve on these committees until their resignation,death or retirement, or as otherwise determined by the Board. During 2024, the Board held 5 meetings, the Audit Committee held 5 meetings, the Human Capital Committee held 5 meetings and the Nominating and Corporate Governance Committee held 5 meetings. Our directors are expected to attend all or substantially all of the Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. During 2024, each incumbent director attended at least 75% of the aggregate of (i) the total number of meetings of the Board held during the period for which they were a director and (ii) the total number of meetings held by all committees of the Board on which they served during the periods that they served. We invite members of the Board to attend our annual general meetings of shareholders and require that they make every effort to attend absent an unavoidable and irreconcilable conflict. All of our ten then-current directors attended our 2024 annual general meeting of shareholders. Human Capital Committee Prior to the Annual Meeting, our Human Capital Committee is composed of Wendy Arienzo, Marc Haugen, Iain MacKenzie, Sarah O’Dowd, and Yuval Wasserman, with Iain MacKenzie serving as the Chair of the committee. As previously noted, Sarah O’Dowd’s term expires at the Annual Meeting and therefore, she will no longer serve on the Human Capital Committee following the Annual Meeting. Our Board has affirmatively determined that Wendy Arienzo, Marc Haugen, Iain MacKenzie, and Yuval Wasserman each meet the independence requirements of Rule 10C-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable listing standards of Nasdaq. The Human Capital Committee’s responsibilities include the following: •reviewing and approving corporate and individual goals and objectives relevant to the Company’s chief executive officer, evaluating the Company’s chief executive officer’s performance in light of those goals and objectives and making recommendations to the Board with respect to all compensation, including incentive compensation, to be awarded to the Company’s chief executive officer; •reviewing and approving the base salaries, incentive compensation and equity-based compensation of all of the Company’s other executive officers; •approving all significant compensation or incentive plans for executive officers and directors (including material changes to all such plans); •having the sole authority to retain or obtain the advice of any compensation consultant, independent legal counsel or other adviser after taking into account certain factors which address the independence of that consultant, counsel or adviser; •annually reviewing and discussing with management the Compensation Discussion and Analysis disclosure that is prepared pursuant to SEC rules and, based on such review, recommend to the Board whether such disclosure should be included in the Company’s proxy statement; •preparing the compensation committee report on executive officer compensation required by the SEC for inclusion in the Company’s annual proxy statement or Annual Report on Form 10-K; •overseeing engagement with shareholders and proxy advisory firms on executive officer compensation matters; and •discharging certain responsibilities of the Board with respect to organization and people matters, including overseeing the appropriate development of the Company’s human capabilities with emphasis on leadership development and succession plans. Pursuant to its charter, the Human Capital Committee may delegate any of its responsibilities to one or more subcommittees as it deems appropriate, except to the extent otherwise prohibited by applicable law, or SEC or Nasdaq rules. The Board adopted a written charter for the Human Capital Committee, which is available under “Corporate Governance” on our corporate website at ir.ichorsystems.com. Our website is not part of this Proxy Statement. Audit Committee Prior to the Annual Meeting, our Audit Committee is composed of Laura Black, Marc Haugen, Sarah O’Dowd, Jorge Titinger, and John Kispert, with John Kispert serving as Chair of the committee. As previously noted, Sarah O’Dowd’s term expires at the Annual Meeting, and therefore she will no longer serve on the Audit Committee following the Annual Meeting. Our Board has affirmatively determined that Laura Black, Marc Haugen, Jorge Titinger, and John Kispert each meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq. In addition, our Board has determined that (i) all members of the Audit Committee are financially literate, or able to read and understand financial statements and (ii) that John Kispert, Laura Black, and Jorge Titinger qualify as “audit committee financial experts” as such term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. Our Audit Committee’s responsibilities include the following: •overseeing the quality and integrity of our financial statements and financial reporting processes and our systems of internal accounting and financial controls and disclosure controls; •reviewing and monitoring the qualifications, performance, and independence of our independent registered public accounting firm; •ensuring compliance with legal and regulatory requirements and codes of conduct and ethics programs established by management and our Board; •reviewing and monitoring the Company’s cybersecurity and information security policies (including the risks related to artificial intelligence); and •preparing the report of the audit committee required by the rules and regulations of the SEC for inclusion in the Company’s proxy statement. The Board adopted a written charter for the Audit Committee, which is available under “Corporate Governance” on our corporate website at ir.ichorsystems.com. Our website is not part of this Proxy Statement. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee is composed of Wendy Arienzo, Laura Black, John Kispert, Jorge Titinger, and Yuval Wasserman, with Laura Black serving as the Chair of the committee. Our Board has affirmatively determined that Wendy Arienzo, Laura Black, John Kispert, Jorge Titinger, and Yuval Wasserman each meet the independence requirements under the applicable listing standards of Nasdaq. The Nominating and Corporate Governance Committee’s responsibilities include the following: •identifying and recommending to the Board the persons to be nominated for election as directors and to each of the committees of the Board, including to fill vacancies, consistent with the qualification standards and criteria approved by the Board; •administering evaluations of the Board and committees of the Board; •reviewing appropriateness of a director’s continued Board and committee membership in light of any change in the director’s employment and circumstances; and •considering other corporate governance matters and, as appropriate, making recommendations to the Board.
Board Committees and Meetings
In carrying out its function to identify and recommend candidates for election to our Board, the Nominating and Corporate Governance Committee considers the criteria, attributes, and experience discussed in the section of this Proxy Statement entitled “Our Board of Directors.” Additionally, the Nominating and Corporate Governance Committee is guided by the principle, when identifying and recommending candidates for election, that the Board should reflect a diversity of thought, backgrounds, skills, expertise, and other qualities and attributes. The Board adopted a written charter for the Nominating and Corporate Governance Committee, which is available under “Corporate Governance” on our corporate website at ir.ichorsystems.com. Our website is not part of this Proxy Statement. Other Committees The Board may establish other committees as it deems necessary or appropriate from time to time.
Board Oversight of Risk
Board Oversight of Risk Our Board oversees the risk management activities designed and implemented by our management. Our Board executes its oversight responsibility for risk management both directly and through its delegation to committees. The Board also considers specific risk topics, including risks associated with our strategic plan, business operations, cybersecurity, and capital structure. In addition, our Board receives detailed regular reports from members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.
Board Oversight of Risk
| Board of Directors | | | | Our Board has the ultimate responsibility for, and is actively engaged in, oversight of our risk management. Certain oversight activities are the responsibility of the full Board, while others are delegated to our Board committees. | | | | Audit Committee | Nominating and Corporate Governance Committee | Human Capital Committee | | Oversees our overall enterprise risk management program, as well as the specific risks related to accounting and financial reporting, internal controls, external audit, internal audit, strategies, ethical and legal compliance, related party transactions, and cybersecurity (including related to artificial intelligence). | Oversees risks related to our corporate governance programs and matters, including director independence and qualifications, Board composition, shareholder communications, Board succession, and effectiveness of the Board. This committee also oversees our ESG program, including risk and opportunity oversight. | Oversees risks related to our compensation policies and practices, employee engagement, organizational talent, and management succession. |
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. If a shareholder wishes to recommend a candidate, they must submit such in writing to the Secretary, Ichor Holdings, Ltd., 3185 Laurelview Ct., Fremont, California 94538. The same evaluation process is used for all director candidates, including candidates recommended by shareholders. The Nominating and Corporate Governance Committee is responsible for developing the criteria for the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole. While the Nominating and Corporate Governance Committee does not have a formal policy on diversity policy, 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. We believe that all of our director nominees 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 nominee should serve as a director.
Director Compensation
Director Compensation
2024 Non-Employee Director Compensation
2024 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 recommendations align 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 2024. Annual Board retainers are prorated based on the appointment date of the director in their first year of service.
2024 Non-Employee Director Compensation
| 2024 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 Committee Chair Additional Cash Retainer | | | •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 Additional Cash Retainer | | | •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 | | 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, subject to continued service through such vesting date | | Initial Equity Awards (as applicable) | | | •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, subject to continued service through each such vesting date |
Director Compensation Table
Director Compensation Table The following table provides certain compensation information for our non-employee directors for 2024. As Chief Executive Officer of the Company, Mr. Andreson’s compensation for 2024 is reported in the “2024 Summary Compensation Table” below. Refer also to the section below titled “Compensation Matters – Compensation Discussion and Analysis” for a summary of Mr. Andreson’s compensation for fiscal year 2024.
Director Compensation Table
| Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total | | Wendy Arienzo | $72,500 | $150,016 | $222,516 | | Laura Black | $80,000 | $150,016 | $230,016 | | Marc Haugen | $77,500 | $150,016 | $227,516 | | John Kispert | $85,000 | $150,016 | $235,016 | | Iain MacKenzie | $100,000 | $150,016 | $250,016 | | Sarah O'Dowd | $77,500 | $150,016 | $227,516 | | Thomas Rohrs | $110,000 | $150,016 | $260,016 | | Jorge Titinger | $67,500 | $150,016 | $217,516 | | Yuval Wasserman | $72,500 | $150,016 | $222,516 |
Director Compensation Table
(1)The value of these stock awards was based on the grant date fair value of such awards as calculated in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For information regarding the outstanding equity awards held by each of our non-employee directors as of December 27, 2024, see below.
Director Compensation Table
| | December 27, 2024 | | | Director | Unvested RSUs Outstanding (#) | Stock Options Outstanding (#) | | Wendy Arienzo | 3,923 | — | | Laura Black | 3,923 | — | | Marc Haugen | 3,923 | — | | John Kispert | 3,923 | — | | Iain MacKenzie | 3,923 | — | | Sarah O'Dowd | 3,923 | — | | Thomas Rohrs | 3,923 | 178,908 | | Jorge Titinger | 5,308 | — | | Yuval Wasserman | 3,923 | — |
Compensation Matters
We are asking our stockholders to approve the Ichor Holdings, Ltd. 2025 Omnibus Incentive Plan (the “2025 Plan”), which, if approved by our stockholders, will supersede and replace the Ichor Holdings, Ltd. 2016 Omnibus Incentive Plan (the “2016 Plan”) in its entirety, except with respect to awards granted under the 2016 Plan prior to the effective date of the 2025 Plan. On March 26, 2025, the Human Capital Committee approved the 2025 Plan, subject to the approval of our stockholders at the Annual Meeting. The Board believes that adopting the 2025 Plan is in the best interests of the Company and its stockholders because it will permit the Company to continue to provide equity-based incentive awards (including performance based awards) to promote the continued success of the Company by aligning the interests of the plan participants with those of the Company’s stockholders, and enable the Company to continue to recruit, retain , and motivate key employees, executive officers, consultants and directors of the Company and its affiliates. If the 2025 Plan is approved by our stockholders at the Annual Meeting, the 2025 Plan will become effective on the date of the Annual Meeting, and the 2016 Plan will terminate with respect to new awards effective as of the date of the Annual Meeting, and from such date, no new awards will be granted under the 2016 Plan. Shares that remain available for issuance under the 2016 Plan will become available under the 2025 Plan upon the effective date of the 2025 Plan. If the 2025 Plan is not approved by our stockholders at the Annual Meeting, the 2025 Plan will not become effective, and the 2016 Plan will remain in effect until the earlier of its expiration or termination in accordance with its terms, after which date no further awards may be granted under the 2016 Plan. Whether or not the 2025 Plan is approved by our stockholders, each award granted under the 2016 Plan prior to the earlier of its expiration or termination will continue to be subject to the terms and conditions applicable to such award under the applicable award agreement and the 2016 Plan. The 2025 Plan has a fixed number of our ordinary shares (“Shares”) reserved and available for grant. We did not include the “evergreen” feature for the 2025 Plan, which provision was included in the 2016 Plan and provided for an automatic annual increase in the share reserve. Stockholder approval will be required to increase the share reserve under the 2025 Plan, allowing our stockholders to have direct input on our equity compensation program and any increase in Shares available for issuance under the 2025 Plan. The adoption of the 2025 Plan will permit the Company to continue to utilize equity compensation awards, including those that vest based on attainment of prescribed performance goals, to provide competitive levels of compensation to key talent and promote alignment between management and stockholder interests. The Company’s business requires an investment in human capital and successful attraction and retention of high-demand talent in a very competitive business environment. Granting equity-based compensation to eligible officers, employees, consultants and non-employee directors encourages ownership in the Company by key personnel whose contribution is essential to the Company’s continued progress and, thereby, encourage recipients to act in our stockholders’ interests and share in the Company’s success. Our people are our greatest asset in the delivery of sustainable value to our stockholders. Our Board of Directors believes that the continuation of the Company’s stock-based compensation program is essential to attracting, retaining and motivating highly qualified executive officers and other employees and non-employee directors to enhance the success of the Company. As discussed above in the section titled “Compensation Discussion and Analysis-Long Term Incentive”, awards of time-based and performance-based restricted stock units to our executive officers and other employees are an essential part of the Company’s long-term incentive program. Unless the 2025 Plan is adopted, the Board has concluded that the Company will need to curtail grants of equity incentive awards to executive officers, other employees and non-employee directors when the remaining share reserve under the 2016 Plan is depleted. The Board believes this result will have a significantly negative impact on the Company’s compensation program and business objectives. Accordingly, the Board recommends approval of the 2025 Plan in order to allow the Company to have the ability to continue to grant equity awards at competitive levels in the future. If the 2025 Plan is approved by our stockholders, the aggregate number of Shares that may be issued pursuant to the 2025 Plan will not exceed the sum of (i) 1,000,000 Shares, plus (ii) the number of Shares reserved for issuance pursuant to the 2016 Plan but not issued thereunder as of the effective date of the 2025 Plan, subject to the applicable adjustment and share recycling provisions set forth in the 2025 Plan.
Historical Information
| Total Outstanding Stock Options | 365,085 | | Weighted-Average Exercise Price of Stock Options Outstanding | $24.28 | | Weighted-Average Remaining Duration of Stock Options Outstanding | 1.1 years | | Total Number of Ordinary Shares Subject to Outstanding Full Value Awards | 1,411,906 | | Total Number of Shares Available for Issuance under the 2016 Plan (1) | 1,963,471 |
Equity Use
Equity Use Equity-based incentive awards represent a significant portion of our named executive officers’ compensation, representing approximately 70% of their total target compensation during fiscal 2024. Burn Rate Our Human Capital Committee takes a thoughtful approach to managing dilution and burn rate usage, by considering industry peer usage and market competitiveness levels in approving equity grants throughout the Company as part of our broader human capital management strategy. Our burn rate of 1.44% in fiscal year 2024 is well below the limit set by institutional investors and proxy advisory firms, and positioned below the median of our compensation peer group (as described in the section below entitled “Peer Group”). “Burn rate” is calculated by dividing the total number of Shares subject to equity awards granted (or earned, in cases of performance-based awards) in a given year by the total weighted average number of Shares outstanding during the period, and does not reflect any forfeitures or cancellations. As shown in the following table, the Company’s annual burn rate for the last three fiscal years is set forth below.
Equity Use
| | Fiscal Year 2022 | Fiscal Year 2023 | Fiscal Year 2024 | | Number of stock options granted | — | — | — | | Number of time-based full value awards granted | 707,839 | 679,085 | 455,023 | | Number of performance-based full value awards vested and issued | — | — | 15,226 | | Weighted-average number of ordinary shares outstanding | 28,714,550 | 29,200,796 | 32,759,896 | | Burn Rate | 2.47% | 2.33% | 1.44% |
Key Features of the 2025 Plan
Key Features of the 2025 Plan •No evergreen or automatic reload provision for the share reserve; •No automatic awards are promised to any eligible individual; •Administered by the Human Capital Committee, an independent committee of our Board; •Ten-year term; •Awards are subject to any clawback or recoupment policy adopted by the Company or required by applicable law or regulation; •No re-pricing of stock options or stock appreciation rights without stockholder approval; •Meaningful annual limits on total director compensation; •No granting of stock options and SARs with a per share exercise price of less than 100% of the fair market value of a Share on the date of grant; •No excise tax gross ups; and •Awards are generally non-transferrable.
Summary of the Material Terms of the 2025 Plan
Summary of the Material Terms of the 2025 Plan The following is a summary of the material terms of the 2025 Plan, and is qualified in its entirety by reference to the 2025 Plan included as Appendix B to this proxy statement, which is incorporated by reference into this Proposal 2. Purpose The purpose of the 2025 Plan is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer eligible individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. Awards The 2025 Plan provides for the grant of the following types of awards (each, an “Award”): (i) stock options (in the form of either incentive stock options, within the meaning of Section 422 of the Code (“ISOs”) or non-qualified stock options (“NSOs”)), (ii) stock appreciation rights (“SARs”), (iii) restricted stock, (iv) restricted stock units, (v) performance awards, (vi) other stock-based awards, and (vii) cash awards. Securities Offered Subject to adjustment pursuant to the 2025 Plan in the event of certain changes in our capitalization or corporate transactions or events, the aggregate number of Shares that may be issued pursuant to the 2025 Plan will not exceed the sum of (i) 1,000,000 Shares, plus (ii) the number of Shares reserved for issuance pursuant to the 2016 Plan but not issued thereunder as of the effective date of the 2025 Plan, subject to the applicable adjustment and share recycling provision set forth in the 2025 Plan. No more than 2,963,471 Shares under the 2025 Plan may be issued pursuant to ISOs. Any Shares subject to an Award (or Prior Plan Award (as defined in the 2025 Plan)) that expires or is canceled, forfeited or otherwise terminated without issuance of the full number of Shares to which such Award relates, any Shares tendered in payment of an option, any Shares covered by a stock-settled SAR or other Award that was not issued upon settlement, and any Shares delivered or withheld to satisfy any tax withholding obligations, in each case, will again be available for issuance or delivery pursuant to other Awards under the 2025 Plan. Administration The 2025 Plan is administered by a committee of our board of directors that has been duly authorized to administer the 2025 Plan, except if no such committee is authorized by our board of directors, our board of directors will administer the 2025 Plan (as applicable, the “Committee”). The Committee has broad discretion to administer the 2025 Plan, including, but not limited to, the power to determine the eligible individuals to whom Awards will be granted, the number and type of Awards to be granted and the terms and conditions of Awards. The Committee may also accelerate the vesting or exercise of any Award and make all other determinations and take all other actions necessary or advisable for the administration of the 2025 Plan. Eligibility Employees, consultants and advisors of the Company and its affiliates, as well as non-employee members of our board of directors, are eligible to receive Awards under the 2025 Plan, as determined by the Committee in its sole discretion. As of March 17, 2025, the Company and its affiliates had 1,901 employees, 339 consultants and advisors, and 9 non-employee directors who would be eligible to participate in the 2025 Plan. Non-Employee Director Compensation Limits Under the 2025 Plan, in a single calendar year, a non-employee director may not be granted Awards for such individual’s service on our board of directors having a value in excess of $750,000 (except that, for any year in which a non-employee director first commences services on our board of directors, serves on a special committee of our board of directors or serves as lead director or non-executive chair of our board of directors, this limit will be increased to $1,000,000). Types of Awards Options. We may grant options to eligible individuals under the 2025 Plan, except that ISOs may only be granted to individuals who are our employees or employees of one of our parents or subsidiaries, in accordance with Section 422 of the Code. The exercise price of an option cannot be less than 100% of the fair market value of a Share on the date on which the option is granted, and the option must not be exercisable for longer than ten years following the date of grant. However, in the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our equity securities, the exercise price of the option must be at least 110% of the fair market value of a Share on the date of grant, and the option must not be exercisable for longer than five years from the date of grant. The Committee has the discretion to determine other terms and conditions of an option award. SARs. A SAR is the right to receive an amount equal to the excess of the fair market value of one Share on the date of exercise over the grant price of the SAR. The grant price of a SAR cannot be less than 100% of the fair market value of a Share on the date on which the SAR is granted. The term of a SAR may not exceed ten years. SARs may be granted in connection with, or independent of, other Awards. The Committee has the discretion to determine other terms and conditions of a SAR Award. Restricted Stock Awards. A restricted stock Award is a grant of Shares subject to certain restrictions on transferability and risk of forfeiture as determined by the Committee. Unless otherwise determined by the Committee and specified in the applicable Award agreement, the holder of a restricted stock Award will have all of the rights of a stockholder, including, without limitation, the right to vote the Shares subject to the restricted stock Award and the right to receive dividends on the Shares subject to the restricted stock Award during the applicable restriction period. The Committee may determine on what terms and conditions the participant will be entitled to dividends payable on the shares of restricted stock. The Committee has the discretion to determine other terms and conditions of a restricted stock Award. Restricted Stock Units. A restricted stock unit is a right to receive cash, Shares or other consideration as determined by the Committee, subject to certain vesting conditions and other restrictions, equal to the fair market value of one Share on the date of vesting. Restricted stock units may be subject to certain restrictions, including, without limitation, a risk of forfeiture, as determined by the Committee. The Committee may determine that a grant of restricted stock units will provide a participant a right to receive dividend equivalents, which entitles the participant to receive the equivalent value (in cash or Shares) of dividends paid on the underlying Shares. The Committee has the discretion to determine other terms and conditions of an RSU Award. Performance Awards. A performance award is an Award that vests and/or becomes exercisable or distributable subject to the achievement of certain performance goals during a specified performance period, as established by the Committee. Performance awards may be granted alone or in addition to other Awards under the 2025 Plan, and may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Committee. The Committee has the discretion to determine other terms and conditions of a performance award. Other Stock-Based Awards. Other stock-based awards are Awards payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares. Other stock-based awards may be granted alone or in addition to other Awards under the 2025 Plan. The Committee has the discretion to determine other terms and conditions of an other stock-based award.
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. |
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. |
Peer Group
Peer Group Our peer group for 2024 is comprised of 17 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 annual revenue and market capitalization were $0.5 billion - $2.5 billion and $0.3 billion - $3.0 billion, respectively. The Committee, in consultation with its Compensation Consultant (as defined below), updates our peer group annually. In connection with this annual update, Enpro was added to the 2024 peer group (which was the only change to the peer group as compared to 2023).
Peer Group
| | | | | 2024 Peer Group | | | | ▪3D Systems (DDD) | ▪Enpro (NPO) | ▪Photronics (PLAB) | | ▪Advanced Energy Industries (AEIS) | ▪FormFactor (FORM) | ▪SMART Global (SGH) | | ▪Alpha and Omega Semiconductor (AOSL) | ▪Kulicke and Soffa Industries (KLIC) | ▪Ultra Clean (UCTT) | | ▪Axcelis Technologies (ACLS) | ▪MACOM Technology Solutions (MTSI) | ▪Veeco Instruments (VECO) | | ▪Benchmark Electronics (BHE) | ▪Onto Innovation (ONTO) | ▪Xperi (XPER) | | ▪Cohu (COHU) | ▪OSI Systems (OSIS) | |
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. |
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 the section titled “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 the granting of performance-vesting restricted share units (“PSUs”). For our NEOs in 2024, approximately 59% and 46% of compensation was performance-based, and approximately 89% and 80% of compensation was considered at-risk, for our Chief Executive Officer and our other NEOs (calculated as an average), respectively. The table below outlines the target mix of pay for each of our NEOs during 2024. Base salary is equal to the actual annual base salaries for 2024, as reflected in the section below titled “Base Salary.” Short-term cash incentive is based on the actual target bonus percentages for 2024, assuming 100% achievement, as reflected in the section below titled “Short-Term Cash Incentive.” Long-term equity incentive is based on actual amounts granted in 2024, assuming 100% achievement in the case of PSUs, as reflected in the section below titled “Long-Term Equity Incentive — Awards Granted.”
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 provides 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, non-GAAP gross and operating margins, and improved inventory turns, as well as a corporate goal component based on our achievement of 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 (including all of our NEOs), 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 initially reviewed and calibrated by the Chief Executive Officer, 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:
Short-Term Cash Incentive
| | | | 70% Financial Performance Component | 30% Corporate Goals Component | | ▪Revenue ▪Non-GAAP Gross Margin ▪Non-GAAP Operating Margin ▪Inventory Turnover | ▪Revenue Outperformance ▪Profitable Growth ▪Manufacturing & Technology Leadership ▪Organizational Effectiveness |
Short-Term Cash Incentive
The annual target bonus percentages set by the Committee, multiplied by the applicable participant’s base salary, provide the total annual target bonus opportunities for each STI Plan participant. For 2024, these annual target bonuses percentages for our NEOs were as follows:
Short-Term Cash Incentive
| Named Executive Officer | Percent of Base Salary | | % Point Increase | | | 2024 | 2023 | | | Jeffrey Andreson | 100% | 100% | 0% | | Greg Swyt | 70% | 70% | 0% | | Phil Barros | 70% | 70% | 0% | | Bruce Ragsdale | 75% | 75% | 0% | | Christopher Smith | 70% | 70% | 0% |
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:
Short-Term Cash Incentive
| Financial Performance Component | | | Corporate Goals Component | | | | | | Component Weightx | Company Score | + | Component Weightx | Company Scorex | Individual Score | = | Total STI Score |
Short-Term Cash Incentive
Based on the above formula, the following table presents the total STI Plan score for each NEO for 2024. The financial performance and corporate goal scores are detailed individually in the following sections.
Short-Term Cash Incentive
| Named Executive Officer | Financial Performance Component | | Corporate Goals Component | | | Total STI Score | | | Weight | Company Score | Weight | Company Score (1) | Individual Score | | | Jeffrey Andreson | 70% | 14% | 30% | 107% | 94% | 39.7% | | Greg Swyt | 70% | 14% | 30% | 107% | 100% | 41.9% | | Phil Barros | 70% | 14% | 30% | 107% | 103% | 42.9% | | Bruce Ragsdale | 70% | 14% | 30% | 107% | 95% | 40.3% | | Christopher Smith | 70% | 14% | 30% | 107% | 118% | 47.7% |
Short-Term Cash Incentive
(1)Represents the blended corporate goal component score of 107% on a Company-wide basis, establishing the total budget for the corporate goal component. The following formula is used to determine the total dollar amount actually paid out for each STI Plan participant. Base salary is equal to the base salary in effect as of December 27, 2024.
Short-Term Cash Incentive
| Base Salaryx | Target Bonus Percentagex | Total STI Score | = | Total Payout |
Short-Term Cash Incentive
Accordingly, payouts to our NEOs under the STI Plan for 2024 are reflected in the following table.
Short-Term Cash Incentive
| Named Executive Officer | Payout | | Jeffrey Andreson | $277,788 | | Greg Swyt | $129,847 | | Phil Barros | $134,333 | | Bruce Ragsdale | $139,265 | | Christopher Smith | $149,506 |
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, non-GAAP operating margin, and inventory turnover 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 or decrease as our consolidated revenue increases or decreases 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: ▪10% – Revenue: Calculated in accordance with U.S. GAAP net sales included in our Quarterly and Annual Reports on Forms 10-Q and 10-K, respectively, filed with the SEC. ▪25% – Non-GAAP Gross Margin: Calculated as non-GAAP gross profit divided by U.S. GAAP net sales, as disclosed in our Quarterly and Annual Reports on Forms 10-Q and 10-K, respectively, filed with the SEC. See Appendix A –Non-GAAP Reconciliations. ▪25% – Non-GAAP Operating Margin: Calculated as non-GAAP operating income (loss) divided by U.S. GAAP net sales, as disclosed in our Quarterly and Annual Reports on Forms 10-Q and 10-K, respectively, filed with the SEC. See Appendix A –Non-GAAP Reconciliations. ▪10% – Inventory Turnover: Calculated as annual non-GAAP cost of goods sold divided by U.S. GAAP ending inventories, net, as disclosed in our Quarterly and Annual Reports on Forms 10-Q and 10-K, respectively, filed with the SEC. See Appendix A –Non-GAAP Reconciliations. 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 $849 million for 2024.
Short-Term Cash Incentive
| Financial Performance Metric | Weight | Financial Performance Target | | | Actual Result | Financial Performance Score | | | | Floor (50% Score) | Target (100% Score) | Ceiling (200% Score) | | | | Revenue (in millions) | 10% | $800 | $855 | $900 | $849 | 95% | | Non-GAAP Gross Margin | 25% | 14.7% | 15.5% | 16.2% | 12.7% | 0% | | Non-GAAP Operating Margin | 25% | 4.1% | 4.6% | 5.2% | 2.2% | 0% | | Inventory Turnover Ratio | 10% | 3.5 | 3.8 | 4.1 | 3.0 | 0% | | Total | 70% | | | | | 14% (1) |
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. [(95% × 10%) + (0% × 25%) + (0% × 25%) + (0% × 10%) ] ÷ 70% = 14%. 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, subject to a maximum of 200% and a threshold of 50% 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 Chief Executive Officer’s scoring recommendations and made its own determination regarding these achievement levels. For 2024, the Committee approved a total corporate goal component score of 107% on a Company-wide basis, establishing the total budget for the corporate goal component (which comprises 30% of the STI Plan). The corporate goal component budget is then allocated to each participant based on individual goal performance relative to the four categories, which is scored against the individually assigned cascaded goals set at the beginning of the year and submitted for review and approval by the Committee.
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 2024, these equity awards took the form of time-based restricted stock 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. Equity Award Granting Practices Stock options were eliminated from the mix of awards granted to all of our employees in 2020. The Human Capital Committee generally reviews and approves the annual compensation for our employees in the first quarter of the applicable fiscal year, and grants our employees annual equity awards in the second quarter of such fiscal year. We intend to continue to follow this equity award grant timing for future fiscal years. We do not take material non-public information (“MNPI”) into account when determining the timing and terms of equity awards, and we have never had a practice of doing so. We have never timed, and do not plan to time, the release of MNPI for the purpose of affecting the value of executive compensation. Further, our equity award accounting complies with U.S. GAAP and is transparently disclosed in our applicable SEC filings. 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 the 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. Equity Awards Granted During 2024, our NEOs were each granted annual equity awards in the form of RSUs and PSUs. The RSUs vest 25% on the first anniversary of the grant date, with the remainder vesting in equal quarterly installments over the following three years, subject to continued employment through each such vesting date. The PSUs vest based on the achievement of specified performance metrics, as further discussed below. The number of RSUs and PSUs granted is determined by dividing the target value by the closing price of the Company’s stock on the grant date, rounded up to the nearest whole share. The following table represents the target value of the NEOs’ annual RSU and PSU awards granted during 2024.
Long-Term Equity Incentive
| Named Executive Officer | RSUs | | PSUs | | Total Equity Award Grant Value | | | Target Value | Shares Granted | Target Value | Target Shares Granted | | | Jeffrey Andreson | $1,875,000 | 49,033 | $3,000,000 | 78,453 | $4,875,000 | | Greg Swyt | $837,500 | 21,902 | $787,500 | 20,595 | $1,625,000 | | Phil Barros | $670,000 | 17,521 | $630,000 | 16,476 | $1,300,000 | | Bruce Ragsdale | $837,500 | 21,902 | $787,500 | 20,595 | $1,625,000 | | Christopher Smith | $670,000 | 17,521 | $630,000 | 16,476 | $1,300,000 |
Long-Term Equity Incentive
Performance Share Units PSUs granted to our NEOs in 2024 (collectively, the “2024 PSU Awards”) are earned based on performance measured with respect to three distinct components: 1.Relative total shareholder return (“TSR”) 2.Non-GAAP gross margin, as measured in fiscal year 2026 3.Non-GAAP gross margin, measured quarterly through fiscal year 2028 The relative TSR component is scored by measuring the performance of our shares relative to the Russell 2000 semiconductor index over a three-year performance period, measured on the last day of our fiscal year 2026, and subject to a 50% floor and a 200% ceiling. This design is different than PSUs granted to our NEOs in 2022 and 2023, in that those PSUs included a banking feature, whereby performance achieved as of the end of the first and second year was banked and locked in, subject to a 100% aggregate ceiling. The Committee believes that providing for a single measurement date at the end of the three-year performance period further emphasizes long-term financial performance and strengthens the alignment of the interests of our NEOs with those of long-term investors. This change was implemented by the Committee in response to feedback received from shareholders and advice received from our independent compensation consultant, as well as the Committee’s review of market practices and those of our peer companies with respect to long-term equity incentive plan measurement periods. The first non-GAAP gross margin component is based on the achievement of fiscal year 2026 gross margin of 19%, subject to a 50% floor of 18% non-GAAP gross margin and a 200% ceiling at 20% non-GAAP gross margin. This is a change in design from PSUs granted to our NEOs in 2022 and 2023, in that (i) the gross margin targets under those awards were based on the individual annual STI non-GAAP gross margin targets established for each year during the three-year measurement period, and (ii) those awards included a banking feature, whereby performance achieved for Years 1 and 2 was banked and locked in, subject to a 100% ceiling and increasing to 200% for year 3, but subject to a 100% aggregate ceiling. The Committee believes that establishing an up-front, long-term target measured at the end of the three-year performance period further emphasizes long-term financial performance and strengthens the alignment of the interests of our NEOs with those of long-term investors. This change was implemented by the Committee in response to feedback received from shareholders and advice received from our independent compensation consultant, as well as the Committee’s review of market practices and those of our peer companies with respect to long-term equity incentive plan measurement periods. The second non-GAAP gross margin component is based on the achievement of the achievement of two consecutive quarters of non-GAAP gross margin of at least 20% by the end of fiscal year 2028. Upon achieving the target, shares become earned and vested at 100% and are not subject to scaling. The Committee believes that further emphasizing the importance of rapid achievement of meaningful gross margin improvement and to incentivizing executives with respect to this metric which is critical to the Company’s long-term success. The PSU awards granted to our NEOs in 2022 included an additional performance component: new product qualification by our customers. This 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 table details each performance component’s relative value (as a percentage of target value) for the PSUs granted to our NEOs in 2024, 2023, and 2022:
Long-Term Equity Incentive
| | Performance-Vesting Component | | | | | Total Shareholder Return | Non-GAAP Gross Margin | New Product Qualification | | 2024 PSU Awards | 39% | 61% (2) | n/a | | 2023 PSU Awards | 67% | 33% | n/a | | 2022 PSU Awards (1) | 60% | 20% | 20% |
Long-Term Equity Incentive
(1)In the case of Phil Barros, the relative value, as a percentage of target value, for his 2022 PSU award was 60% for the TSR component and 40% for the new product qualification component. (2)Includes both of the non-GAAP gross margin components under the 2024 PSU Awards, as described above. The following table details the scoring of each PSU component as of each fiscal year of the three year measurement period. Excluded from this table are amounts under the 2024 PSU Awards, as such annual awards do not include a banking feature and the measurement period is still in process:
Long-Term Equity Incentive
| | Performance-Vesting Criteria | | | | | Total Shareholder Return | Non-GAAP Gross Margin | New Product Qualification | | 2023 PSU Awards | | | | | Year 1 Score (as of FY 2023) | 94% | 0% | n/a | | Year 2 Score (as of FY 2024) | 90% | 0% | n/a | | Year 3 Score (as of FY 2025) | in progress | in progress | n/a | | 2022 PSU Awards | | | | | Year 1 Score (as of FY 2022) | 90% | 50% | 0% | | Year 2 Score (as of FY 2023) | 97% | 0% | 0% | | Year 3 Score (as of FY 2024) | 84% | 0% | 100% |
Long-Term Equity Incentive
The following table details the amounts (i) earned under the NEOs’ 2022 awards and (ii) banked under the NEOs’ 2023 PSU awards. This table does not include amounts under the 2024 PSU Awards, as such annual awards do not include a banking feature and the measurement period is still in process:
Long-Term Equity Incentive
| Named Executive Officer | Performance-Vesting Shares Earned/Banked | | | Total Shares Earned/Banked | | | Total Shareholder Return | New Product Qualification | Non-GAAP Gross Margin | | | Jeffrey Andreson | 20,686 | 10,218 | — | 30,904 | | Greg Swyt | — | — | — | — | | Phil Barros | 4,318 | 6,386 | — | 10,704 | | Bruce Ragsdale | 2,463 | — | — | 2,463 | | Christopher Smith | 3,947 | 2,554 | — | 6,501 |
Employment Offer Letters; Severance Plan
Employment Offer Letters; Severance Plan We are party to offer letters with each of our NEOs that set forth the compensation arrangements for the applicable NEO, including a base salary, an annual cash bonus opportunity and eligibility to receive equity awards, as well as participation in the Select Severance Plan (as defined below). For information on the specific terms and conditions of the offer letters, see the section titled below “Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table.” For information on the terms and conditions of the Select Severance Plan, see the section below titled “Potential Payments upon Termination or Change in Control.”
Equity Compensation Plans
Equity Compensation Plans
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 (including our NEOs), 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.
Equity Compensation Plan Information
Equity Compensation Plan Information The following table sets forth the indicated information as of December 27, 2024, 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.
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 | 365,085 | $24.28 | 1,286,280 | | 2017 ESPP | 39,064 | $27.39 | 2,089,371 | | Equity compensation plans not approved by security holders | — | $— | — | | Total | 404,149 | $24.58 | 3,375,651 |
2024 Summary Compensation Table
2024 Summary Compensation Table The following table presents summary information regarding the total compensation paid to, earned by, and awarded to each of our NEOs in 2024, 2023 and 2022.
2024 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 | 2024 | $684,670 | $5,481,184 | $277,788 | $11,500 | $6,455,142 | | Chief Executive Officer | 2023 | $640,000 | $4,721,589 | $294,715 | $11,250 | $5,667,554 | | | 2022 | $629,780 | $3,904,080 | $478,042 | $10,862 | $5,022,764 | | Greg Swyt | 2024 | $440,325 | $1,758,441 | $129,847 | $11,500 | $2,340,113 | | Chief Financial Officer | 2023 | $352,692 | $1,675,039 | $143,590 | $9,885 | $2,181,206 | | Phil Barros | 2024 | $448,391 | $1,406,724 | $134,333 | $7,612 | $1,997,060 | | Chief Technology Officer | 2023 | $437,000 | $1,186,939 | $130,387 | $6,545 | $1,760,871 | | | 2022 | $433,781 | $1,220,036 | $217,513 | $4,987 | $1,876,317 | | Bruce Ragsdale | 2024 | $461,689 | $1,758,441 | $139,265 | $11,500 | $2,370,895 | | Chief Operating Officer | 2023 | $450,000 | $1,186,939 | $166,333 | $11,250 | $1,814,522 | | Christopher Smith | 2024 | $448,391 | $1,406,724 | $149,506 | $26,512 | $2,031,133 | | Chief Commercial Officer | 2023 | $406,308 | $1,186,939 | $162,987 | $9,119 | $1,765,353 | | | 2022 | $374,890 | $976,042 | $201,623 | $9,252 | $1,561,807 | | | 2021 | $357,425 | $475,017 | $237,168 | $8,546 | $1,078,156 |
2024 Summary Compensation Table
(1)The value of these stock awards was based on the grant date fair value of such awards as calculated in accordance with FASB ASC Topic 718, excluding any estimate of future forfeitures. The grant date fair value of the RSUs is based on the closing price of our ordinary shares on the date of grant. The amounts reported in this column in respect of PSU awards granted to our NEOs reflect the Company’s determination of the probable outcome of the performance-vesting conditions. Assuming maximum performance of the NEOs’ 2024 PSU Awards, the grant date fair value in the table above would increase for Mr. Andreson, Mr. Swyt, Mr. Barros, Mr. Ragsdale and Mr. Smith by approximately $1,875,000, $412,500, $330,000, $412,500, and $330,000, respectively. For additional information on the valuation assumptions for these stock awards, see footnote Note 9 of our 2024 Annual Report on Form 10-K. See the “2024 Grants of Plan-Based Awards” and “Outstanding Equity Awards at 2024 Fiscal Year-End” tables below for further details on these grants. (2)Represents annual performance-based cash bonuses earned by each of our NEOs under the STI Plan in the applicable fiscal year and paid in the subsequent fiscal year. See the section above titled Compensation Discussion & Analysis – Elements of Compensation – Short-Term Cash Incentive” and the “2024 Grants of Plan-Based Awards” table below for further details on these bonuses. (3)Amounts in this column for 2024 represent employer 401(k) matching contributions. In the case of Mr. Smith, this amount also includes reimbursement of a taxable fringe travel benefit (valued at approximately $15,000).
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table sets forth certain information concerning plan-based awards granted to the NEOs during 2024.
2024 Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | | Name | Grant Date | Award Type | Threshold ($) | 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 Plan | $350,000 | $700,000 | $1,400,000 | — | — | — | — | — | | Chief Executive Officer | 5/15/2024 | PSU | — | — | — | 24,517 | 78,453 | 156,906 | — | $3,606,162 | | | 5/15/2024 | RSU | — | — | — | — | — | — | 49,033 | $1,875,022 | | Greg Swyt | — | STI Plan | $156,555 | $313,110 | $626,220 | — | — | — | — | — | | Chief Financial Officer | 5/15/2024 | PSU | — | — | — | 5,394 | 20,595 | 41,190 | — | $920,909 | | | 5/15/2024 | RSU | — | — | — | — | — | — | 21,902 | $837,532 | | Phil Barros | — | STI Plan | $158,305 | $316,610 | $633,220 | — | — | — | — | — | | Chief Technology Officer | 5/15/2024 | PSU | — | — | — | 4,315 | 16,476 | 32,952 | — | $736,721 | | | 5/15/2024 | RSU | — | — | — | — | — | — | 17,521 | $670,003 | | Bruce Ragsdale | — | STI Plan | $232,850 | $465,700 | $931,400 | — | — | — | — | — | | Chief Operating Officer | 5/15/2024 | PSU | — | — | — | 5,394 | 20,595 | 41,190 | — | $920,909 | | | 5/15/2024 | RSU | — | — | — | — | — | — | 21,902 | $837,532 | | Christopher Smith | — | STI Plan | $158,305 | $316,610 | $633,220 | — | — | — | — | — | | Chief Commercial Officer | 5/15/2024 | PSU | — | — | — | 4,315 | 16,476 | 32,952 | — | $736,721 | | | 5/15/2024 | RSU | — | — | — | — | — | — | 17,521 | $670,003 |
2024 Grants of Plan-Based Awards
(1)Amounts shown are estimated payouts for our NEOs under our STI Plan for 2024. The target bonus amount equals a specified percentage of each NEO’s base salary as of December 27, 2024, as described in the section above titled “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. The actual bonus amounts received by our NEOs under our STI Plan for 2024 are reported above in the “2024 Summary Compensation Table” under the column entitled “Non-Equity Incentive Plan Compensation.” (2)Represents the 2024 annual PSU awards granted to our NEOs under the 2016 Plan during 2024. The 2024 annual PSU awards are earned based on performance measured with respect to three distinct components, each measured individually: (i) relative TSR, (ii) non-GAAP gross margin, as measured in fiscal year 2026, and (iii) non-GAAP gross margin, measured quarterly through fiscal year 2028. See the section above titled “Compensation Discussion & Analysis – Elements of Compensation – Long-Term Equity Incentive” and the “Outstanding Equity Awards at 2024 Fiscal Year-End” table below for further details on these grants. (3)Represents the 2024 annual RSU awards granted to our NEOs under the 2016 Plan during 2024. The 2024 annual RSU awards vest 25% on the first grant-date anniversary and in equal quarterly installments over the following three years, subject to continued employment through each such vesting date. See the section above titled “Compensation Discussion & Analysis – Elements of Compensation – Long-Term Equity Incentive” and the “Outstanding Equity Awards at 2024 Fiscal Year-End” table below for further details on these grants. (4)The value of these PSU and RSU awards was based on the grant date fair value of such awards as calculated in accordance with FASB ASC Topic 718. The grant date fair value of the RSUs is based on the closing price of our ordinary shares on the date of grant. The amounts reported in this column in respect of PSU awards granted to our NEOs reflect the Company’s determination of the probable outcome of the performance-vesting conditions. Assuming maximum performance of the NEOs’ 2024 PSU annual awards, the grant date fair value in the table above would increase for Mr. Andreson, Mr. Swyt, Mr. Barros, Mr. Ragsdale and Mr. Smith by approximately $1,875,000, $412,500, $330,000, $412,500, and $330,000, respectively. For additional information on the valuation assumptions for these stock awards, see footnote Note 9 of our 2024 Annual Report on Form 10-K.
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
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 27, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option Awards (1) | | | | | Stock Awards (4) | | | | | Name | Grant Date | Number of Exercisable Securities Underlying Unexercised Options | Number of Unexercis-able 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 | 28,571 | 0 | $32.57 | 1/6/2027 | — | — | — | — | | Chief Executive Officer | 5/14/2019 | 33,695 | 0 | $22.56 | 5/14/2026 | — | — | — | — | | | 5/15/2024(2) | — | — | — | — | 78,453 | $2,461,071 | 0 | $0 | | | 5/15/2024(3) | — | — | — | — | 0 | $0 | 49,033 | $1,538,165 | | | 5/18/2023(2) | — | — | — | — | 45,353 | $1,422,724 | 30,669 | $962,087 | | | 5/18/2023(3) | — | — | — | — | 0 | $0 | 47,514 | $1,490,514 | | | 5/24/2022(2) | — | — | — | — | 0 | $0 | 37,631 | $1,180,484 | | | 5/24/2022(3) | — | — | — | — | 0 | $0 | 37,192 | $1,166,713 | | | 5/11/2021(3) | — | — | — | — | 0 | $0 | 4,616 | $144,804 | | Greg Swyt | 5/15/2024(2) | — | — | — | — | 20,595 | $646,065 | 0 | $0 | | Chief Financial Officer | 5/15/2024(3) | — | — | — | — | 0 | $0 | 21,902 | $687,066 | | | 9/1/2023(3) | — | — | — | — | 0 | $0 | 22,237 | $697,575 | | | 5/18/2023(3) | — | — | — | — | 0 | $0 | 9,404 | $295,003 | | | 2/11/2022(3) | — | — | — | — | 0 | $0 | 3,652 | $114,563 | | Phil Barros | 5/12/2020 | 1,403 | 0 | $21.76 | 5/12/2027 | — | — | — | — | | Chief Technology Officer | 5/15/2024(2) | — | — | — | — | 16,476 | $516,852 | 0 | $0 | | | 5/15/2024(3) | — | — | — | — | 0 | $0 | 17,521 | $549,634 | | | 5/18/2023(2) | — | — | — | — | 7,575 | $237,628 | 5,121 | $160,646 | | | 5/18/2023(3) | — | — | — | — | 0 | $0 | 15,823 | $496,368 | | | 5/24/2022(2) | — | — | — | — | 0 | $0 | 14,421 | $452,387 | | | 5/24/2022(3) | — | — | — | — | 0 | $0 | 11,622 | $364,582 | | | 5/11/2021(3) | — | — | — | — | 0 | $0 | 1,635 | $51,290 | | Bruce Ragsdale | 5/15/2024(2) | — | — | — | — | 20,595 | $646,065 | 0 | $0 | | | 5/15/2024(3) | — | — | — | — | 0 | $0 | 21,902 | $687,066 | | Chief Operating Officer | 5/18/2023(2) | — | — | — | — | 12,696 | $398,274 | 0 | $0 | | | 5/18/2023(3) | — | — | — | — | 0 | $0 | 15,823 | $496,368 | | | 1/1/2023(3) | — | — | — | — | 0 | $0 | 33,556 | $1,052,652 | | Christopher Smith | 5/12/2020 | 707 | 0 | $21.76 | 5/12/2027 | — | — | — | — | | Chief Commercial Officer | 5/15/2024(2) | — | — | — | — | 16,476 | $516,852 | 0 | $0 | | | 5/15/2024(3) | — | — | — | — | 0 | $0 | 17,521 | $549,634 | | | 5/18/2023(2) | — | — | — | — | 7,575 | $237,628 | 5,121 | $160,646 | | | 5/18/2023(3) | — | — | — | — | 0 | $0 | 15,823 | $496,368 | | | 5/24/2022(2) | — | — | — | — | 0 | $0 | 9,409 | $295,160 | | | 5/24/2022(3) | — | — | — | — | 0 | $0 | 9,295 | $291,584 | | | 5/11/2021(3) | — | — | — | — | 0 | $0 | 850 | $26,665 |
Outstanding Equity Awards at 2024 Fiscal Year-End
(1)Represents stock option grants that vest 25% on the first anniversary of their respective grant date, with the remainder vesting ratably on a quarterly basis over a three year period thereafter, subject to continued employment through each such vesting date. (2)Represents PSUs granted to the applicable NEO under the 2016 Plan. These 2024, 2023 and 2022 PSU awards vest based on the achievement of specified TSR and/or non-GAAP gross margin targets (the 2022 PSU awards also included the following additional performance component: new product qualification by our customers). The 2022 and 2023 PSUs included a banking feature, whereby performance achieved for Years 1 and 2 was banked and locked in, subject to a 100% ceiling and increasing to 200% for year 3, but subject to a 100% aggregate ceiling (the PSU awards do not contain a banking feature). Amounts shown above for the 2024 PSU Awards reflect the number of PSUs that would vest if the target level of performance is achieved. Amounts shown above for the 2023 PSU awards reflect the amounts banked by the applicable NEO and the remaining amounts that would vest if the target level of performance is achieved. Amounts show above for the 2022 PSU awards reflect the number of PSUs that were earned by the applicable NEO based on their final measurement date of December 27, 2024 (3)Represents RSUs granted to the applicable NEO under the 2016 Plan. These RSU 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, subject to continued employment through each such vesting date. (4)Amounts in this column were calculated based on the closing price of our ordinary shares on the last trading day of 2024, which was $31.37.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth certain information with respect to the vesting of stock awards and/or the exercise of stock options with respect to our NEOs during fiscal year 2024.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) (1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) (3) | Value Realized on Vesting ($) (4) | | Jeffrey Andreson | 64,200 | $747,494 | 71,463 | $2,634,656 | | Greg Swyt | 0 | $0 | 18,675 | $624,522 | | Phil Barros | 2,814 | $66,535 | 26,702 | $1,003,518 | | Bruce Ragsdale | 0 | $0 | 35,594 | $1,246,774 | | Christopher Smith | 0 | $0 | 20,828 | $775,580 |
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.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Chief Executive Officer Pay Ratio
Chief Executive Officer 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 Chief Executive Officer. For the year ended December 27, 2024: •the median-compensated employee was identified in the United States and total compensation was reasonably estimated to be $53,347 using the year-to-date exchange rate as of November 1, 2024; •the annual total compensation of our Chief Executive Officer, Mr. Andreson, was $6,455,142; and •based on this information, the ratio of our median-compensated employee’s annual total compensation to the annual total compensation of our Chief Executive Officer was 121 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, 2024, exclusive of our Chief Executive Officer. 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. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K under the Exchange Act, 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 the section above titled “Compensation Matters – Compensation Discussion and Analysis.”
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) | | 2024 | $6,455,142 | 4,439,215 | $2,184,800 | $1,735,864 | $93 | $276 | $(20,820) | 2.2% | | 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% |
Pay Versus Performance
(1)Jeffrey Andreson was our principal executive officer (“PEO”) for 2024, 2023, 2022, 2021, and 2020. (2)For a detailed calculation of the amounts in these columns, refer to the section below titled “Compensation Actually Paid.” 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 2024, non-PEO NEOs were Greg Swyt, Phil Barros, Bruce Ragsdale, and Christopher Smith. 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 2024 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)We have selected Non-GAAP Operating Margin as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to Company performance for 2024. 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 our non-PEO NEOs during 2024 was calculated as follows:
Pay Versus Performance
| Name | 2024 | | | | PEO | Average of non-PEO NEOs | | Summary compensation table total | $6,455,142 | $2,184,800 | | Deduct: Amounts reported under the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year | (5,481,184) | (1,582,583) | | Add: Awards granted during the current applicable year that remain unvested as of the current applicable year end (1) | 4,277,492 | 1,254,906 | | 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) | (325,341) | (94,408) | | Add/(deduct): Change in fair value for awards that were granted in prior years that vested in the current applicable year (3) | (486,894) | (26,851) | | Deduct: Awards that were granted in prior years that were forfeited in the applicable current year (4) | — | — | | Compensation actually paid | $4,439,215 | $1,735,864 |
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, unvested, and unearned (in the case of PSUs) as of the applicable current year end, less (ii) the fair value of such awards 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 were vested or earned (in the case of PSUs) in the current applicable year as of the vest date, less (ii) the fair value of such awards 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 due to the requisite service period not being met. 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. Pay Versus Performance Relationship Disclosures The chart below provides a comparison between compensation actually paid to our PEO and average of our non-PEO 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 PEO and average of our non-PEO NEOs against our U.S. GAAP net income. The chart below provides a comparison between compensation actually paid to our PEO and average of our non-PEO NEOs against our non-GAAP operating margin. List of Most Important Financial Performance Measures The following represents our most important financial performance measures (other than Non-GAAP Operating Margin) that link compensation paid to our NEOs, as they are the key metrics that determine the payout of STI Plan and PSUs. See the section above titled “Compensation Discussion and Analysis — Element of Compensation” for further detail.
Pay Versus Performance
| Revenue | | Non-GAAP Gross Margin |