DEF 14A of Ichor Holdings, Ltd., Apr 1, 2026

DEF 14A of Ichor Holdings, Ltd.

Filed Apr 1, 2026 · FY20250001652535-26-000023

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Dr. Wendy Arienzo | Qualifications, Expertise & Capabilities | | | Independent Director Age: 70 Director Since: 2020 Tenure: 6.1 years Committees: Human Capital Committee (member) | Leadership and Executive Experience | P | | | Global Business Perspective | | | | 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 and Human Capital Committee because of her extensive business background and technological expertise gained from serving in many senior leadership and operational executive positions within the technology sector. | | |

  3. Director Nominees

    | Philip Barros | Qualifications, Expertise & Capabilities | | | Chief Executive Officer and Director Age: 45 Director Since: 2025 Board Tenure: 0.4 years Company Tenure: 22.2 years Committees: None | Leadership and Executive Experience | P | | | Global Business Perspective | | | | Semiconductor Manufacturing Industry & Process Knowledge | P | | | Supply Chain Knowledge | P | | | Institutional Knowledge | | | | Other Industry Knowledge | P | | | Human Capital Management | | | | Financial, Audit | | | | Cybersecurity, Privacy, Risk | | | | Strategic Transactions, M&A | P | | | Sales and Marketing | P | | | Technology, R&D | P | | Career Highlights | Board Membership Highlights | Education Highlights | | Ichor Holdings, Ltd. ICHR 2025 - Current CEO 2015 - 2025 CTO 2010 - 2015 SVP Engineering 2008 - 2010 VP Engineering 2004 - 2009 Director Systems Engineering Applied Materials, Inc. AMAT 1999 - 2004 various management positions | | Stanford University Executive Leadership Program San Jose State University B.S. Mechanical Engineering | | Philip Barros 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 Technology Officer. | | |

  4. Director Nominees

    | Laura Black | Qualifications, Expertise & Capabilities | | | Independent Director Age: 64 Director Since: 2019 Tenure: 7.1 years Committees: Nominating and Corporate Governance Committee (chair) Audit Committee (member) | Leadership and Executive Experience | P | | | Global Business Perspective | | | | 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 | Teledyne Technologies Inc. TDY 2025-Present 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. | | |

  5. Director Nominees

    | John Kispert | Qualifications, Expertise & Capabilities | | | Independent Director Age: 62 Director Since: 2018 Tenure: 7.4 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 | | | | 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 | | | Career Highlights | Board Membership Highlights | Education Highlights | | Kispert Associates 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 | ESS Technology, Inc. 2019 - Current Chairman XJet Ltd. 2022 - 2023 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. | | |

  6. Director Nominees

    | Iain MacKenzie | Qualifications, Expertise & Capabilities | | | Chairman Age: 67 Director Since: 2015 Tenure: 10.5 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 | | | | 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 and Chairman of the Board, 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. | | |

  7. Director Nominees

    | Jorge Titinger | Qualifications, Expertise & Capabilities | | | Lead Independent Director Age: 64 Director Since: 2022 Tenure: 3.8 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 | | | | 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 2018 - Current Axcelis Technologies, Inc. ACLS 2019 - Current CalAmp Corp. CAMP 2015 - 2024 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 Human Capital Committee because he has 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. | | |

  8. Director Nominees

    | Yuval Wasserman | Qualifications, Expertise & Capabilities | | | Independent Director Age: 71 Director Since: 2021 Tenure: 4.9 years Committees: Nominating and Corporate Governance Committee (member) 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 | 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 - 2000 VP, Marketing and Technology | FARO Technologies, Inc. FARO 2017 - 2025 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. | | |

  9. 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 value-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.

  10. 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 five independent directors and two non-independent directors, Phil Barros, current Chief Executive Officer and Iain Mackenzie, who has an expanded role as discussed in the section titled “Corporate Governance - Director Independence” below. 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 continues to believe that separating the roles of Chairman and Chief Executive Officer is the most effective leadership structure because it allows Mr. Barros to focus on the management of the Company, day-to-day operations and engaging with external stakeholders. Mr. MacKenzie 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. MacKenzie 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. With his vast experience in executive leadership, Mr. MacKenzie has valuable experience with 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 2025, the independent directors of the Board designated Jorge Titinger 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. 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.

  11. Board Committees and Meetings

    Board Committees and Meetings The committees established by the Board for 2025 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 2025, the Board held 9 meetings, the Audit Committee held 5 meetings, the Human Capital Committee held 11 meetings, and the Nominating and Corporate Governance Committee held 3 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 2025, 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 nine then-current directors attended our 2025 annual general meeting of shareholders. Human Capital Committee Prior to the Annual Meeting, our Human Capital Committee is composed of Wendy Arienzo, Marc Haugen, Jorge Titinger, and Yuval Wasserman, with Yuval Wasserman serving as the Chair of the committee. As previously noted, Marc Haugen’s term expires at the Annual Meeting and therefore, he will no longer serve on the Human Capital Committee following the Annual Meeting. Our Board has affirmatively determined that Wendy Arienzo, Jorge Titinger, 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, Jorge Titinger, and John Kispert, with John Kispert serving as Chair of the committee. As previously noted, Marc Haugen’s term expires at the Annual Meeting, and therefore he will no longer serve on the Audit Committee following the Annual Meeting. Our Board has affirmatively determined that Laura Black, 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 Laura Black, John Kispert, and Yuval Wasserman, with Laura Black serving as the Chair of the committee. Our Board has affirmatively determined that Laura Black, John Kispert, 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 filling 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. 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.

  12. Board Committees and Meetings

    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.

  13. 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.

  14. 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 | | Oversee 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). | Oversee 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. | Oversee risks related to our compensation policies and practices, employee engagement, organizational talent, and management succession. |

  15. 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.

  16. Director Compensation

    Director Compensation

  17. 2025 Non-Employee Director Compensation

    2025 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 2025. Annual Board retainers are prorated based on the appointment date of the director in their first year of service.

  18. 2025 Non-Employee Director Compensation

    | 2025 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 $103,111, 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 $175,000, 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 |

  19. Director Compensation Table

    Director Compensation Table The following table provides certain compensation information for our non-employee directors for 2025. As Chief Executive Officer of the Company, Mr. Barros’ compensation for 2025 is reported in the “2025 Summary Compensation Table” below. Refer also to the section below titled “Compensation Matters – Compensation Discussion and Analysis” for a summary of Mr. Barros’ compensation for fiscal year 2025.

  20. Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | All Other Compensation | Total | | Wendy Arienzo | $68,750 | $103,111 | $— | $171,861 | | Laura Black | $80,000 | $103,111 | $— | $183,111 | | Marc Haugen | $77,500 | $103,111 | $— | $180,611 | | John Kispert | $85,000 | $103,111 | $— | $188,111 | | Iain MacKenzie | $107,500 | $103,111 | $853,500(2) | $1,064,111 | | Thomas Rohrs | $72,500 | $103,111 | $— | $175,611 | | Jorge Titinger | $83,125 | $103,111 | $— | $186,236 | | Yuval Wasserman | $78,125 | $103,111 | $— | $181,236 | | Sarah O’Dowd | $19,375 | $— | $— | $19,375 |

  21. 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 26, 2025, see below. (2)Pursuant to our strategic advisory agreement with Iain MacKenzie, we granted additional restricted stock units in connection with his services outside of his role as a director. The value of these restricted stock units is measured consistently with (1) above.

  22. Director Compensation Table

    | | December 26, 2025 | | | Director | Unvested RSUs Outstanding (#) | Stock Options Outstanding (#) | | Wendy Arienzo | 5,337 | — | | Laura Black | 5,337 | — | | Marc Haugen | 5,337 | — | | John Kispert | 5,337 | — | | Iain MacKenzie | 55,337 | — | | Thomas Rohrs | 5,337 | 53,908 | | Jorge Titinger | 5,337 | — | | Yuval Wasserman | 5,337 | — | | Sarah O’Dowd | — | — |

  23. 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. |

  24. Peer Group

    Peer Group Our peer group for 2025 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), assesses our peer group annually. In connection with this assessment, there were no changes to our peer group for 2025. SMART Global (SGH) changed its name to Penguin Solutions, Inc. (PENG).

  25. Peer Group

    | | | | | 2025 Peer Group | | | | ▪3D Systems (DDD) | ▪Enpro (NPO) | ▪Penguin Solutions, Inc. (PENG) | | ▪Advanced Energy Industries (AEIS) | ▪FormFactor (FORM) | ▪Photronics (PLAB) | | ▪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) | |

  26. Elements of Compensation

    | | | | | | Base Salary | Short-Term Cash Incentive | Long-Term Equity Incentive | Other Benefits | | Attract, engage, and retain highly qualified executive talent. | Motivate and reward the achievement of near-term financial and strategic performance 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. |

  27. Target Mix of Pay

    Target Mix of Pay The Committee evaluates each element of compensation to maintain a balanced mix of fixed and variable pay that is market-competitive and aligned with our pay-for-performance philosophy. Consistent with this philosophy, a substantial majority of NEO target total direct compensation is performance-based and at risk. While there is no prescribed formula for determining the relative weighting of each compensation element, the Committee exercises informed business judgment to balance short-term and long-term incentives, executive accountability for performance, and alignment with long-term shareholder value creation. In determining target pay mix, the Committee considers peer-group market data, the scope and complexity of each executive’s role, individual experience, internal pay equity, and the Company’s financial position, including the impact of cash expenditures and potential equity dilution. The long-term incentive structure includes a mix of restricted stock units (RSUs) and performance-based restricted share units (“PSUs”). For our NEOs in 2025, approximately 48% and 37% of compensation was performance-based, and approximately 78% and 68% of compensation was considered at-risk, for our Chief Executive Officers (calculated as an average of our current and former Chief Executive Officers) and our other NEOs (calculated as an average), respectively. The table below outlines the target mix of pay for each of our NEOs during 2025. Base salary is equal to the actual annual base salaries for 2025, as reflected in the section below titled “Base Salary.” Short-term cash incentive is based on the actual target bonus percentages for 2025, 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 2025, assuming 100% achievement in the case of PSUs, as reflected in the section below titled “Long-Term Equity Incentive — Awards Granted.” (1)In connection with Phil’s appointment as CEO effective November 3, 2025, his annual salary was increased to $700,000 and he received a one-time equity grant of $3,500,000 split evenly between RSUs with service conditions and PSUs with performance conditions consistent with the grants approved by the Committee in May 2025. The amounts above reflect Phil’s salary set by the Committee in service of his role as CTO and exclude the one time equity grant.

  28. Short-Term Cash Incentive

    Short-Term Cash Incentive Our Short-Term Cash Incentive Plan (“STI Plan”) provides performance-based cash incentives to align executive compensation with the Company’s annual financial and strategic results. The STI Plan delivers near-term, variable compensation opportunities contingent upon the achievement of pre-established performance goals. Annual incentive payments based on consolidated fiscal year financial performance, including revenue, non-GAAP gross and operating margins, and non-GAAP free cash flow, as well as a corporate goal component based on our achievement of key strategic priorities. These measures are established at the beginning of the performance year and intended to reinforce accountability for financial discipline, operational execution, and strategic progress. Because payouts are directly linked to actual performance against these pre-established goals, realized incentive compensation may vary from target based on Company results. 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 priorities 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 provided that the Committee makes the sole determination of Chief Executive Officer’s STI Plan payout. Payments are made within 60 days following the end of our fiscal year. The metrics for each component are:

  29. Short-Term Cash Incentive

    | | | | 70% Financial Performance Component | 30% Corporate Goals Component | | ▪Revenue ▪Non-GAAP Gross Margin ▪Non-GAAP Operating Margin ▪Non-GAAP Free Cash Flow | ▪Revenue Outperformance ▪Profitable Growth ▪Manufacturing & Technology Leadership ▪Organizational Effectiveness |

  30. 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 2025, these annual target bonuses percentages for our NEOs were as follows:

  31. Short-Term Cash Incentive

    | Named Executive Officer | Percent of Base Salary | | % Point Increase | | | 2025 | 2024 | | | Jeffrey Andreson | 100% | 100% | 0% | | Phil Barros | 70% | 70% | 0% | | Greg Swyt | 70% | 70% | 0% | | Bruce Ragsdale | 75% | 75% | 0% | | Christopher Smith | 70% | 70% | 0% |

  32. 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:

  33. Short-Term Cash Incentive

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

  34. Short-Term Cash Incentive

    Based on the above formula, the following table presents the total STI Plan score for each NEO for 2025. The financial performance and corporate goal scores are detailed individually in the following sections.

  35. 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% | 12% | 30% | 86% | 100% | 34% | | Phil Barros | 70% | 12% | 30% | 86% | 100% | 34% | | Greg Swyt | 70% | 12% | 30% | 86% | 100% | 34% | | Bruce Ragsdale | 70% | 12% | 30% | 86% | 100% | 34% | | Christopher Smith | 70% | 12% | 30% | 86% | 100% | 34% |

  36. 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 26, 2025.

  37. Short-Term Cash Incentive

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

  38. Short-Term Cash Incentive

    Accordingly, payouts to our NEOs under the STI Plan for 2025 are reflected in the following table.

  39. Short-Term Cash Incentive

    | Named Executive Officer | Payout | | Jeffrey Andreson | $246,273 | | Phil Barros | $111,313 | | Greg Swyt | $111,678 | | Bruce Ragsdale | $122,797 | | Christopher Smith | $111,313 |

  40. 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 corresponds to a 50%, 100%, and 200% score, respectively. The metrics for non-GAAP gross margin, non-GAAP operating margin, and non-GAAP free cash flow 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. ▪20% – 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. ▪20% – 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. ▪20% – Non-GAAP Free Cash Flow: Calculated as U.S. GAAP net cash provided by operating activities minus U.S. GAAP capital expenditures, as disclosed in our Quarterly and Annual Reports on Forms 10-Q and 10-K, respectively, filed with the SEC, adjusted for the cash impact of our non-GAAP adjustments to non-GAAP net income. 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 947.7 million for 2025.

  41. 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% | $850 | $1,000 | $1,150 | $948 | 83% | | Non-GAAP Gross Margin | 20% | 16.5% | 17.5% | 18.5% | 11.7% | 0% | | Non-GAAP Operating Margin | 20% | 5.9% | 8.0% | 9.8% | 1.2% | 0% | | Non-GAAP Free Cash Flow (in millions) | 20% | $51 | $74 | $97 | $— | 0% | | Total | 70% | | | | | 12% (1) |

  42. 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. [(83% × 10%) + (0% × 20%) + (0% × 20%) + (0% × 20%)] ÷ 70% = 12%. 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 for compensation of all executive officers, other than himself, and made its own determination regarding these achievement levels and made its own recommendation regarding payouts to the Chief Executive Officer. For 2025, the Committee approved a total corporate goal component score of 86% 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.

  43. Long-Term Equity Incentive

    Long-Term Equity Incentive We issue equity awards under the Ichor Holdings Ltd. 2025 Omnibus Incentive Plan (as amended and restated, the “2025 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 2025, 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 Committee generally reviews and approves annual grants in the first quarter of the applicable fiscal year and grants 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. For newly hired or promoted executives, equity awards are approved by the Committee and are granted on the first day of the month following the executive’s start date or promotion date. The target value of the award is determined consistent with the Company’s equity compensation framework, and the number of shares granted is calculated based on the closing price of the Company’s ordinary shares on the grant date. This structured approach promotes consistency and transparency in the Company’s equity granting practices. The size of equity awards 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 2025, 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 our ordinary shares 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 2025.

  44. Long-Term Equity Incentive

    | Named Executive Officer | RSUs | | PSUs | | Total Equity Award Grant Value | | | Target Value | Shares Granted(1) | Target Value | Target Shares Granted(1) | | | Jeffrey Andreson | $1,193,145 | 61,757 | $1,193,145 | 61,757 | $2,386,290 | | Phil Barros(2) | $2,144,780 | 126,238 | $1,944,471 | 115,870 | $4,089,251 | | Greg Swyt | $493,471 | 25,542 | $243,046 | 12,580 | $736,517 | | Bruce Ragsdale | $493,471 | 25,542 | $243,046 | 12,580 | $736,517 | | Christopher Smith | $394,766 | 20,433 | $194,456 | 10,065 | $589,221 |

  45. Long-Term Equity Incentive

    (1)The number of shares granted was based on the target value divided by the closing price of ICHR ($19.32) on the date of grant, May 14, 2025. (2)Mr. Barros was granted shares a target value of $3.5 million, split evenly between RSUs and PSUs, upon his promotion to CEO in November 2025, and the number of shares granted was based on the closing price of our ordinary shares ($16.54) on the grant date, December 1, 2025. Performance Share Units PSUs granted to our NEOs in 2025 (collectively, the “2025 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 2027 3.Non-GAAP Free cash flow 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 2027, and subject to a 50% floor and a 200% ceiling. This design is consistent with the PSUs granted to our NEOs in 2024. 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. The target non-GAAP gross margin component is based on the achievement in fiscal year 2027 gross margin of 19.0%, subject to a 50% floor of 18.0% non-GAAP gross margin and a 200% ceiling at 20% non-GAAP gross margin. This design is consistent with the PSUs granted to our NEOs in 2024. 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. The target non-GAAP free cash flow component is based on the achievement of fiscal year 2027 non-GAAP free cash flow of 8.0%, subject to a 50% floor of 7.0% and a 200% ceiling at 9.0%. The Committee believes that this component will incentivize disciplined capital management, operational efficiency, and generate sustainable cash flows which strengthens the alignment of the interest of our NEOs with those of long-term investors. The PSU awards granted to our NEOs in 2024 included an additional non-GAAP gross margin component. This 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 following table details each performance component’s relative value (as a percentage of target value) for the PSUs granted to our NEOs in 2025, 2024, and 2023:

  46. Long-Term Equity Incentive

    | | Performance-Vesting Component | | | | | Total Shareholder Return | Non-GAAP Gross Margin | Non-GAAP Free Cash Flow | | 2025 PSU Awards | 50% | 30% | 20% | | 2024 PSU Awards | 39% | 61% (1) | n/a | | 2023 PSU Awards | 67% | 33% | n/a |

  47. Long-Term Equity Incentive

    (1)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 for the 2023 PSU Awards. The PSU granted in FY 2023 included a banking feature that provided for earnings to be banked at each annual measurement period. Excluded from this table are amounts under the 2024 and 2025 PSU Awards, as such annual awards do not include a banking feature and the measurement period is still in process:

  48. Long-Term Equity Incentive

    | | Performance-Vesting Criteria | | | | Total Shareholder Return | Non-GAAP Gross Margin | | 2023 PSU Awards | | | | Year 1 Score (as of FY 2023) | 94% | 0% | | Year 2 Score (as of FY 2024) | 90% | 0% | | Year 3 Score (as of FY 2025) | 0% | 0% |

  49. Long-Term Equity Incentive

    The following table details the final amounts earned under the NEOs’ 2023 PSU awards. This table does not include amounts under the 2024 and 2025 PSU Awards, as such annual awards do not include a banking feature and the measurement period is still in process:

  50. Long-Term Equity Incentive

    | Named Executive Officer | Performance-Vesting Shares Earned/Banked | | Total Shares Earned/Banked | | | Total Shareholder Return | Non-GAAP Gross Margin | | | Jeffrey Andreson | 30,669 | 0 | 30,669 | | Phil Barros | 5,121 | 0 | 5,121 | | Greg Swyt | — | — | — | | Bruce Ragsdale | 5,121 | 0 | 5,121 | | Christopher Smith | 5,121 | 0 | 5,121 |

  51. 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.”

  52. Equity Compensation Plans

    Equity Compensation Plans

  53. 2025 Plan

    2025 Plan The 2025 Plan was adopted by our Board and approved by our shareholders in May 2025. The 2025 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 2025 Plan is the shares transferred from the 2016 Plan plus an additional 1,000,000 shares.

  54. 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. This plan was retired and replaced by the 2025 Plan during the first half of 2025. The remaining shares and all future recycled shares were transferred to the 2025 Plan. We do not intend to issue any further awards under the 2016 Plan.

  55. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table sets forth the indicated information as of December 26, 2025, 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.

  56. 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 | | | | | 2025 Plan | — | $— | 2,292,560 | | 2016 Plan | 213,125 | $24.07 | — | | 2017 ESPP | 57,370 | $15.67 | 1,974,673 | | Equity compensation plans not approved by security holders | — | $— | — | | Total | 270,495 | $22.29 | 4,267,233 |

  57. 2025 Summary Compensation Table

    2025 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 2025, 2024 and 2023.

  58. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | Phil Barros | 2025 | $497,785 | $3,984,439 | $111,313 | $11,750 | $4,605,287 | | Chief Executive Officer | 2024 | $448,391 | $1,406,724 | $134,333 | $7,612 | $1,997,060 | | | 2023 | $437,000 | $1,186,939 | $130,387 | $6,545 | $1,760,871 | | Greg Swyt | 2025 | $464,138 | $752,305 | $111,678 | $11,750 | $1,339,871 | | Chief Financial Officer | 2024 | $440,325 | $1,758,441 | $129,847 | $11,500 | $2,340,113 | | | 2023 | $352,692 | $1,675,039 | $143,590 | $9,885 | $2,181,206 | | Bruce Ragsdale | 2025 | $477,791 | $752,305 | $122,797 | $11,750 | $1,364,643 | | Chief Operating Officer | 2024 | $461,689 | $1,758,441 | $139,265 | $11,500 | $2,370,895 | | | 2023 | $450,000 | $1,186,939 | $166,333 | $11,250 | $1,814,522 | | Jeffrey Andreson | 2025 | $647,926 | $2,463,797 | $246,273 | $11,750 | $3,369,746 | | Former Chief Executive Officer | 2024 | $684,670 | $5,481,184 | $277,788 | $11,500 | $6,455,142 | | | 2023 | $640,000 | $4,721,589 | $294,715 | $11,250 | $5,667,554 | | Christopher Smith | 2025 | $354,043 | $601,854 | $111,313 | $11,750 | $1,078,960 | | Former Chief Commercial Officer | 2024 | $448,391 | $1,406,724 | $149,506 | $26,512 | $2,031,133 | | | 2023 | $406,308 | $1,186,939 | $162,987 | $9,119 | $1,765,353 |

  59. 2025 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’ 2025 PSU Awards, the grant date fair value in the table above would increase for Mr. Barros, Mr. Swyt, Mr. Ragsdale, Mr. Andreson, and Mr. Smith by approximately $1,944,437, $243,044, $243,044, $1,193,136, and $194,437, respectively. For additional information on the valuation assumptions for these stock awards, see footnote Note 9 of our 2025 Annual Report on Form 10-K. See the “2025 Grants of Plan-Based Awards” and “Outstanding Equity Awards at 2025 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 respect of 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 “2025 Grants of Plan-Based Awards” table below for further details on these bonuses. (3)Amounts in this column for 2025 represent employer 401(k) matching contributions.

  60. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth certain information concerning plan-based awards granted to the NEOs during 2025.

  61. 2025 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) | | Phil Barros | — | STI Plan | $163,835 | $327,670 | $655,340 | — | — | — | — | — | | Chief Executive Officer | 5/14/2025 & 12/1/2025 | PSU | — | — | — | 54,012 | 115,870 | 231,740 | — | $1,839,658 | | | 5/14/2025 & 12/1/2025 | RSU | — | — | — | — | — | — | 126,238 | $2,144,781 | | Greg Swyt | — | STI Plan | $164,500 | $329,000 | $658,000 | — | — | — | — | — | | Chief Financial Officer | 5/14/2025 | PSU | — | — | — | 1,387 | 12,580 | 25,160 | — | $258,834 | | | 5/14/2025 | RSU | — | — | — | — | — | — | 25,542 | $493,471 | | Bruce Ragsdale | — | STI Plan | $241,000 | $482,000 | $964,000 | — | — | — | — | — | | Chief Operating Officer | 5/14/2025 | PSU | — | — | — | 1,387 | 12,580 | 25,160 | — | $258,834 | | | 5/14/2025 | RSU | — | — | — | — | — | — | 25,542 | $493,471 | | Jeffrey Andreson | — | STI Plan | $362,500 | $725,000 | $1,450,000 | — | — | — | — | — | | Former Chief Executive Officer | 5/14/2025 | PSU | — | — | — | 16,169 | 61,757 | 123,514 | — | $1,270,652 | | | 5/14/2025 | RSU | — | — | — | — | — | — | 61,757 | $1,193,145 | | Christopher Smith | — | STI Plan | $163,835 | $327,670 | $655,340 | — | — | — | — | — | | Former Chief Commercial Officer | 5/14/2025 | PSU | — | — | — | 1,110 | 10,065 | 20,130 | — | $207,088 | | | 5/14/2025 | RSU | — | — | — | — | — | — | 20,433 | $394,766 |

  62. 2025 Grants of Plan-Based Awards

    (1)Amounts shown are estimated payouts for our NEOs under our STI Plan for 2025. The target bonus amount equals a specified percentage of each NEO’s base salary as of December 26, 2025, 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 2025 are reported above in the “2025 Summary Compensation Table” under the column entitled “Non-Equity Incentive Plan Compensation.” (2)Represents the 2025 annual PSU awards granted to our NEOs under the 2025 Plan during 2025. The 2025 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 2027, and (iii) non-GAAP free cash flow, as measured in fiscal year 2027. See the section above titled “Compensation Discussion & Analysis – Elements of Compensation – Long-Term Equity Incentive” and the “Outstanding Equity Awards at 2025 Fiscal Year-End” table below for further details on these grants. (3)Represents the 2025 annual RSU awards granted to our NEOs under the 2025 Plan during 2025. The 2025 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 2025 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’ 2025 PSU annual awards, the grant date fair value in the table above would increase for Mr. Barros, Mr. Swyt, Mr. Ragsdale, Mr. Andreson, and Mr. Smith by approximately $1,944,437, $243,044, $243,044, $1,193,136, and $194,437, respectively. For additional information on the valuation assumptions for these stock awards, see footnote Note 9 of our 2025 Annual Report on Form 10-K.

  63. 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

  64. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 26, 2025.

  65. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards (1) | | | | | Stock Awards (6) | | | | | 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 | | Phil Barros | 5/12/2020 | 1,403 | — | $21.76 | 5/12/2027 | — | — | — | — | | Chief Executive Officer | 12/1/2025(3) | — | — | — | — | 105,805 | $2,005,005 | — | — | | | 12/1/2025(5) | — | — | — | — | — | — | 105,805 | $2,005,005 | | | 5/14/2025(3) | — | — | — | — | 10,065 | $190,732 | — | — | | | 5/14/2025(5) | — | — | — | — | — | — | 20,433 | $387,205 | | | 5/15/2024(2) | — | — | — | — | 16,476 | $312,220 | — | — | | | 5/15/2024(4) | — | — | — | — | — | — | 10,951 | $207,521 | | | 5/18/2023(2) | — | — | — | — | — | — | 5,121 | $97,043 | | | 5/18/2023(4) | — | — | — | — | — | — | 9,495 | $179,930 | | | 5/24/2022(4) | — | — | — | — | — | — | 3,874 | $73,412 | | Greg Swyt | 5/14/2025(3) | — | — | — | — | 12,580 | $238,391 | — | — | | Chief Financial Officer | 5/14/2025(5) | — | — | — | — | — | — | 25,542 | $484,021 | | | 5/15/2024(2) | — | — | — | — | 20,595 | $390,275 | — | — | | | 5/15/2024(4) | — | — | — | — | — | — | 13,688 | $259,388 | | | 9/1/2023(4) | — | — | — | — | — | — | 14,149 | $268,124 | | | 5/18/2023(4) | — | — | — | — | — | — | 5,644 | $106,954 | | | 2/11/2022(4) | — | — | — | — | — | — | 728 | $13,796 | | Bruce Ragsdale | 5/14/2025(3) | — | — | — | — | 12,580 | $238,391 | — | — | | Chief Operating Officer | 5/14/2025(5) | — | — | — | — | — | — | 25,542 | $484,021 | | | 5/15/2024(2) | — | — | — | — | 20,595 | $390,275 | — | — | | | 5/15/2024(4) | — | — | — | — | — | — | 13,688 | $259,388 | | | 5/18/2023(4) | — | — | — | — | — | — | 5,121 | $97,043 | | | 5/18/2023(4) | — | — | — | — | — | — | 9,495 | $179,930 | | | 1/1/2023(4) | — | — | — | — | — | — | 18,640 | $353,228 | | Jeffrey Andreson | 1/6/2020 | 28,571 | — | $32.57 | 1/6/2027 | — | — | — | — | | Former Chief Executive Officer | 5/14/2019 | 33,695 | — | $22.56 | 5/14/2026 | — | — | — | — | | | 5/14/2025(3) | — | — | — | — | 61,757 | $1,170,295 | — | — | | | 5/14/2025(5) | — | — | — | — | — | — | 61,757 | $1,170,295 | | | 5/15/2024(2) | — | — | — | — | 78,453 | $1,486,684 | — | — | | | 5/15/2024(4) | — | — | — | — | — | — | 30,645 | $580,723 | | | 5/18/2023(4) | — | — | — | — | — | — | 30,699 | $581,746 | | | 5/18/2023(4) | — | — | — | — | — | — | 28,510 | $540,265 | | | 5/24/2022(4) | — | — | — | — | — | — | 12,400 | $234,980 | | Christopher Smith | 5/12/2020 | 707 | — | $21.76 | 5/12/2027 | — | — | — | — | | Former Chief Commercial Officer | 5/14/2025(3) | — | — | — | — | 10,065 | $190,732 | — | — | | | 5/14/2025(5) | — | — | — | — | — | — | 20,433 | $387,205 | | | 5/15/2024(2) | — | — | — | — | 16,476 | $312,220 | — | — | | | 5/15/2024(4) | — | — | — | — | — | — | 10,951 | $207,521 | | | 5/18/2023(4) | — | — | — | — | — | — | 5,121 | $97,043 | | | 5/18/2023(4) | — | — | — | — | — | — | 9,495 | $179,930 | | | 5/24/2022(4) | — | — | — | — | — | — | 3,095 | $58,650 |

  66. Outstanding Equity Awards at 2025 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 and 2023 PSU awards vest based on the achievement of specified TSR and/or non-GAAP gross margin targets. The 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 number of PSUs that were earned by the applicable NEO based on their final measurement date of December 26, 2025 (3)Represents PSUs granted to the applicable NEO under the 2025 Plan. These 2025 PSU awards vest based on the achievement of specified TSR, non-GAAP gross margin, and/or non-GAAP free cash flow targets. Amounts shown above for the 2025 PSU Awards reflect the number of PSUs that would vest if the target level of performance is achieved. (4)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. (5)Represents RSUs granted to the applicable NEO under the 2025 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. (6)Amounts in this column were calculated based on the closing price of our ordinary shares on the last trading day of 2025, which was $18.95.

  67. 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 2025.

  68. 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) | | Phil Barros | — | $— | 36,702 | $914,633 | | Greg Swyt | — | $— | 22,986 | $454,299 | | Jeffrey Andreson | — | $— | 29,458 | $638,598 | | Bruce Ragsdale | — | $— | 104,431 | $2,564,710 | | Christopher Smith | — | $— | 29,357 | $702,844 |

  69. 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.

  70. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  71. 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 26, 2025: •the median-compensated employee was identified and such employee worked for the Company in the United States and total compensation of such employee was reasonably estimated to be $53,347; •the annualized total compensation of Mr. Andreson, our Chief Executive Officer who was serving in that role as of the median employee identification date of November 1, 2025, was $3,440,364; 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 64 to 1. We have elected to identify our median employee every three years, unless a significant change in employee population or employee compensation arrangements occurs that we reasonably believe would result in a significant change to our pay ratio disclosure. We last performed our median employee analysis in 2024. 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 in the U.S. and all foreign jurisdictions in which we have employees. 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 our Chief Executive Officer’s annual total compensation by the median-compensated employee’s annual total compensation. As we reported above, in 2025 we had two individuals who served as our Chief Executive Officer. Mr. Andreson served as our Chief Executive Officer until November 3, 2025, and Mr. Barros served as our Chief Executive Officer following November 3, 2025. As permitted by applicable regulations, we elected the annual total compensation for our Chief Executive Officer to be based on the individual who served as our Chief Executive Officer on the date we selected to identify the median employee and annualize Mr. Andreson’s compensation. With the exception of salary, all other of Mr. Andreson’s compensation, as reported in our Summary Compensation Table, above, would have been the same even if he continued to be our Chief Executive Officer through December 26, 2025. Mr. Andreson’s total compensation used in the calculation of the Chief Executive Officer pay ratio differs from the amount shown in the Summary Compensation Table as it has been adjusted for the annualization of Mr. Andreson’s base salary. The annual total compensation of Mr. Barros, our current Chief Executive Officer, is presented within the section above titled “2025 Summary Compensation Table.” 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.

  72. 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.”

  73. Pay Versus Performance

    | | Summary Compensation Total For: | | Compensation Actually Paid Total For: | | | | Value of Fixed $100 Investment Based On: | | | | | Year | PEO (1) | Prior PEO (1) | PEO (1)(2) | Prior PEO (1)(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) | | 2025 | $4,605,287 | $3,369,746 | $2,129,219 | $(729,468) | $1,261,158 | $120,811 | $62 | $262 | $(52,781) | 2.2% | | 2024 | N/A | $6,455,142 | N/A | $4,439,215 | $2,184,800 | $1,735,864 | $103 | $186 | $(20,820) | 2.2% | | 2023 | N/A | $5,667,554 | N/A | $7,153,862 | $1,873,047 | $2,145,295 | $110 | $152 | $(42,985) | 2.9% | | 2022 | N/A | $5,022,764 | N/A | $3,335,107 | $1,800,168 | $699,947 | $88 | $92 | $72,804 | 9.8% | | 2021 | N/A | $3,646,356 | N/A | $5,159,918 | $1,431,549 | $2,498,562 | $151 | $143 | $70,899 | 10.7% |

  74. Pay Versus Performance

    (1)Phil Barros became our principal executive officer (“PEO”) in 2025, replacing Jeffrey Andreson, who was our PEO for 2024, 2023, 2022, 2021, and a portion of 2025 (as disclosed above). Prior to 2025, Mr. Barros’ compensation amounts were included within the non-PEO NEOs columns. (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 2025, non-PEO NEOs were Greg Swyt, Bruce Ragsdale, and Christopher Smith. 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. (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 2025 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 2025. 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 2025 was calculated as follows:

  75. Pay Versus Performance

    | Name | 2025 | | | | | PEO | Prior PEO | Average of non-PEO NEOs | | Summary compensation table total | $4,605,287 | $3,369,746 | $1,261,158 | | Deduct: Amounts reported under the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year | (3,984,439) | (2,463,797) | (702,155) | | Add: Awards granted during the current applicable year that remain unvested as of the current applicable year end (1) | 2,486,768 | 2,289,331 | 664,508 | | 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) | (591,393) | (2,344,381) | (749,798) | | Add/(deduct): Change in fair value for awards that were granted in prior years that vested in the current applicable year (3) | (387,004) | (1,580,367) | (352,902) | | Deduct: Awards that were granted in prior years that were forfeited in the applicable current year (4) | — | — | — | | Compensation actually paid | $2,129,219 | $(729,468) | $120,811 |

  76. 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.

  77. Pay Versus Performance

    | Revenue | | Non-GAAP Gross Margin | | Non-GAAP Free Cash Flow |