Document

DEF 14A 1 ichorsystemsincproxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

___________________________________


Filed by the Registrant			x			Filed by a party other than the Registrant			o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to §240.14a-12

Ichor Holdings, Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required
o			Fee paid previously with preliminary materials
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

A Message from Our CEO

To Our Shareholders:

Please join us at our 2023 Annual General Meeting (the “Annual Meeting”) on May 18, 2023, at 9:00 a.m., Pacific Time. The Annual Meeting will be held virtually at virtualshareholdermeeting.com/ICHR2022 and at our corporate headquarters located at 3185 Laurelview Ct., Fremont, California 94538.

We have elected to deliver our proxy materials to shareholders over the internet and will mail to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement for our Annual Meeting and our 2022 annual report. This notice also provides instructions on how to vote by telephone or through the internet and includes instructions on how to receive a paper copy of the proxy materials by mail.

Details of the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual General Meeting and Proxy Statement.

Your vote is important. Please take the time to carefully read each of the proposals described in the Proxy Statement and cast your vote by following the instructions in the Proxy Statement. Your vote will mean that you are represented at the Annual General Meeting, regardless of whether you attend in person or virtually.

Thank you for your support of Ichor Holdings, Ltd.

Sincerely,

Jeffrey Andreson

Chief Executive Officer

April 4, 2023

Notice of Annual General Meeting

To Be Held on May 18, 2023

To Our Shareholders:

You are cordially invited to attend the 2023 Annual General Meeting (the “Annual Meeting”) of Ichor Holdings, Ltd. (the “Company,” “we,” “us” or “our”). Please see below for the meeting logistics and business matters to be addressed at the Annual Meeting.

Meeting Logistics

Date

Time

Location

Thursday, May 18, 2023

9:00 a.m. Pacific Time

Virtual:

virtualshareholdermeeting.com/ICHR2023

In-Person:

3185 Laurelview Ct, Fremont, CA 94538

Items of Business

▪To elect the four directors standing for reelection and named in the Proxy Statement;

▪To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers (“say-on-pay”);

▪To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2023; and

▪To address any other business properly brought before the Annual Meeting.

Important Meeting Information

Our Board of Directors (the “Board”) has declared the close of business on March 22, 2023 as the record date for the Annual Meeting (the “Record Date”). Only shareholders as of the Record Date are entitled to receive notice of and vote at the Annual Meeting.

To participate in the Annual Meeting virtually, please refer to the paragraph entitled, “What must I do if I want to attend the Annual Meeting virtually?” within the General Information section of this Proxy Statement. The chairman of the Annual Meeting will still preside at the meeting in-person, however, if you intend to attend the Annual Meeting, we strongly urge that you attend the Annual Meeting virtually.

Notice of Annual General Meeting (continued)

Your Vote is Important

We encourage you to carefully read the accompanying Proxy Statement and submit your proxy or voting instructions as soon as possible. For detailed information regarding voting instructions, please see the sections on voting shares beginning on page 2 of the accompanying Proxy Statement. We appreciate your continued support.

Important Notice Regarding the Proxy Materials for the Annual Meeting to be Held on May 18, 2023

This notice for the Annual Meeting, the Proxy Statement, and our 2022 Annual Report are available online at ir.ichorsystems.com and proxyvote.com. The Proxy Statement is first being made available to our shareholders of record on or about April 4, 2023.

By Order of the Board,

Jeffrey Andreson

Chief Executive Officer

Fremont, California

April 4, 2023


Table of Contents


Proxy Statement			1
General Information			1
Corporate Governance			5
Proposal 1: Election of Directors			5
Our Board of Directors			6
ESG and Corporate Social Responsibility			19
Board Leadership Structure			23
Board Committees and Meetings			24
Board Oversight of Risk			25
Evaluation of Director Nominees			26
Corporate Governance Guidelines			26
Human Capital Committee Interlocks and Insider Participation			26
Communication between Shareholders and Directors			26
Director Independence			27
Director Compensation			27
Share Ownership Guidelines			29
Compensation Matters			30
Proposal 2 : Advisory Approval of Executive Compensation			30
Compensation Discussion and Analysis			31
Compensation Governance and Practices			31
Peer Group			32
Compensation Decisions			33
Elements of Compensation			33
Change of Control, Severance, and Separation Obligations			41
Indemnification Agreements			42
Clawback Policy			42
Hedging and Pledging Prohibitions			42
Tax Considerations			42
Report of the Human Capital Committee			43
Executive Officers and Related Compensation Information			44
Equity Compensation Plans			45
Summary Compensation Table			46
Grants of Plan-Based Awards			47
Outstanding Equity Awards			48
Option Exercise s and Stock Vested			49
Potential Payments Made Upon Termination or Change in Control			50
CEO Pay Ratio			51
Pay Versus Performance			51
Audit Matters			55
Proposal 3 : Ratification of Independent Registered Public Accounting Firm			55
Audit and Related Fees			55
Auditor Independence			55
Pre-Approval of Audit and Non-Audit Services			56
Report of the Audit Committee			56
Other Matters			57
Security Ownership of Certain Beneficial Owners and Management			57
Certain Relationships and Related Party Transactions			59
Other Matters			60
Appendix A – Non-GAAP Reconciliations			A-1

Proxy Statement


General Information

Why am I receiving these materials?

The Board is soliciting your proxy to vote at the Annual Meeting. You are invited to attend the Annual Meeting virtually and are entitled to vote on the proposals outlined in this Proxy Statement.

When and where is the Annual Meeting?

We will hold the Annual Meeting on May 18, 2023 at 9:00 a.m., Pacific Time, virtually at virtualshareholdermeeting.com/ICHR2023. The chairman of the Annual Meeting will still preside at the meeting in-person at our corporate headquarters at 3185 Laurelview Ct., Fremont, California 94538 in accordance with Cayman law; however, if you intend to attend the Annual Meeting, we strongly urge that you attend the Annual Meeting virtually.

What must I do if I want to attend the Annual Meeting virtually?

Visit the virtual meeting website at virtualshareholdermeeting.com/ICHR2023 and enter your 16 digit control number located on your proxy card. Online check-in will begin at approximately 8:30 a.m. Pacific Time on May 18, 2023. If you experience any technical difficulties or have trouble accessing the virtual meeting, please review the instructions on the virtual meeting website or call the phone numbers listed on the virtual meeting website for assistance.

What must I do if I want to attend the Annual Meeting in person?

Attendance at the Annual Meeting is limited to individuals who were shareholders as of the Record Date. Registration and seating will begin on May 18, 2023 at 8:45 a.m. Pacific Time. Each shareholder who wishes to attend the Annual Meeting in person will be asked to present proof of identification, such as a driver’s license or passport, and a proxy card, prior to admission to the Annual Meeting. If you are a beneficial owner of shares held in street name, you will need to bring proof of share ownership as of the Record Date, such as a bank or brokerage firm account statement or a letter from the intermediary holding your shares. Cameras, recording devices, and other electronic devices will not be permitted at the Annual Meeting.

Who can vote their shares and attend the Annual Meeting?

Shareholders as of the Record Date, March 22, 2023, are entitled to vote their shares and attend the Annual Meeting.

How many votes do I have?

You have and may cast one vote for each ordinary share that you owned at the close of business on the Record Date. As of the Record Date, we had 33,471,912 ordinary shares issued and 29,034,473 ordinary shares outstanding.

What am I being asked to vote on at the Annual Meeting?

We are asking our shareholders to consider the following proposals:

▪To elect the four directors standing for reelection and named in this Proxy Statement;

▪To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers (“say-on-pay”);

▪To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2023; and

▪To address any other business properly brought before the Annual Meeting.

How does the Board recommend I vote on these proposals?

The Board recommends a vote:

▪“FOR” the election of the four directors standing for reelection and named in this Proxy Statement;

▪“FOR” the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers; and

▪“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2023.

What is the difference between holding shares as a “shareholder of record” and as a “beneficial owner?”

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of the shares held in street name (“street name shareholder”). Your broker, bank or other nominee who is considered the shareholder of record with respect to those shares has forwarded proxy materials for the Annual Meeting to you. As the street name shareholder, you have the right to direct your broker or nominee on how to vote your shares. Street name shareholders are also invited to attend the Annual Meeting. However, since a street name shareholder is not the shareholder of record, you may not vote your ordinary shares in person at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.

If your shares are registered directly in your name with Broadridge, you are considered the “shareholder of record” with respect to those shares. We have sent the proxy materials for the Annual Meeting directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting. Throughout this Proxy Statement, we refer to shareholders who hold their shares directly with Broadridge as “shareholders of record.”

As of the Record Date, all ordinary shares were held in street name.

What is a proxy?

A proxy is your legal designation of another person to vote the ordinary shares you own. That other person is called your proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. We have designated Jeffrey Andreson, our Chief Executive Officer, and Larry Sparks, our Chief Financial Officer, as proxies for the Annual Meeting to cast your vote.

How do I vote my shares?

As a street name shareholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name shareholders should generally be able to vote by returning an instruction card, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. If you are a street name shareholder, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee.

Can I change my vote or revoke my proxy?

Yes. If you are a street name shareholder, your broker, bank or other nominee can provide instructions on how to change your vote or revoke your proxy.

What is a quorum?

A quorum of shareholders is necessary to hold a valid meeting. The presence in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, of the shareholders holding in aggregate not less than a simple majority of our issued and outstanding ordinary shares constitutes a quorum.

Your ordinary shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement but will not count as votes for purposes of the voting threshold of each proposal. If there is no quorum present within half an hour of the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day, time and place as the directors may determine.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding our ordinary shares in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of our independent registered public accounting firm. Your broker will not have discretion to vote on the other proposals, which are “non-routine” matters, absent direction from you. In the case of non-routine matters, the shares for which your brokerage firm or other intermediary receives no instruction from you will be treated as “broker non-votes.” Broker non-votes are shares that are held in street name by a brokerage firm or other intermediary that indicates on its proxy that it does not have discretionary authority to vote on a particular matter. The ratification of the appointment of our independent registered public accounting firm is a routine matter under these rules, and, accordingly, your brokerage firm or other intermediary will be able to vote your shares on that proposal even if you do not provide instructions on how to do so. The election of directors and say-on-pay are “non-routine” items. Thus, if you hold your shares in street name and you do not instruct your broker or other intermediary on how to vote on the election of directors or say-on-pay, your shares may constitute broker non-votes with respect to such proposals and no votes will be cast on your behalf with respect to such proposals.

What vote is required to approve each proposal?

The election of directors, say-on-pay, and the ratification of the appointment of our independent registered public accounting firm each require the affirmative vote of a majority of the votes cast at the meeting and entitled to vote on such proposals. A properly executed proxy marked “abstain” with respect to the election of directors, say-on-pay, and ratification of the appointment of our independent registered public accounting firm will not be voted, although it will be counted for purposes of determining whether there is a quorum. Abstentions are not considered votes cast and will not have any effect on the election of directors, say-on-pay, or the ratification of the appointment of our independent registered public accounting firm. Broker non-votes will not affect the required vote with respect to the election of directors and say-on-pay (and will not affect the attainment of a quorum since the broker has discretion to vote on the ratification of the appointment of our independent registered public accounting firm and these votes will be counted toward establishing a quorum).

Who will count the vote?

A representative of Broadridge will tabulate the votes and act as the inspector of election.

Is my vote confidential?

Yes. We encourage shareholder participation in corporate governance by ensuring the confidentiality of shareholder votes. We have designated Broadridge, our independent transfer agent and registrar, to receive and tabulate shareholder votes. Your vote on any particular proposal will be kept confidential and will not be disclosed to us or any of our officers or employees except (i) where disclosure is required by applicable law, (ii) where disclosure of your vote is expressly requested by you or (iii) where we conclude in good faith that a bona fide dispute exists as to the authenticity of one or more proxies, ballots or votes, or as to the accuracy of any tabulation of such proxies, ballots or votes. However, aggregate vote totals will be disclosed to us from time to time and publicly announced at the Annual Meeting.

Where can I find the voting results?

We will announce preliminary voting results at the Annual Meeting and publish preliminary results, or final results if available, in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) within four business days of the Annual Meeting.

Who pays for proxy solicitation?

We will pay the cost of soliciting proxies for the Annual Meeting. We will reimburse brokers, fiduciaries, custodians and other nominees for their costs in forwarding proxy materials to beneficial owners of our ordinary shares. Other proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies.

Corporate Governance


Proposal 1: Election of Directors

The Board of Directors is currently comprised of ten members. At our annual general meeting held on May 24, 2022, our shareholders voted to approve an amendment to our Memorandum and Articles that provides for the phased-in declassification of our Board of Directors and the annual election of all directors. Specifically, our Memorandum and Articles, as amended, provide that (1) the Class I directors standing for election at the Annual Meeting will stand for election for a one-year term, (2) the Class II directors standing for election at the annual general meeting to be held in 2024 will stand for election for a one-year term, and (3) beginning with our annual general meeting to be held in 2025, and at each annual general meeting thereafter, our entire Board of Directors will stand for election for a one-year term and there will no longer be any designation by classes.

At the Annual Meeting, four directors will be elected to serve until our annual general meeting to be held in 2024 or until their successors are duly elected and qualified or until their earlier death, resignation, or removal. The Board of Directors, upon the recommendation of the nominating and corporate governance committee of the Board of Directors (the “Nominating and Corporate Governance Committee”), has nominated Thomas Rohrs, Iain MacKenzie, Laura Black, and Jorge Titinger.

A majority of all votes cast at the Annual Meeting at which a quorum is present in person or by proxy is required for the election of directors.

If you are a shareholder of record and you vote by telephone or over the Internet or sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the re-election of Thomas Rohrs, Iain MacKenzie, Laura Black, and Jorge Titinger. If you are a street name shareholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

We expect that Thomas Rohrs, Iain MacKenzie, Laura Black, and Jorge Titinger will accept such nominations; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Board of Directors.



The Board of Directors recommends a vote FOR the election of the nominated directors.


Our Board of Directors

Our Board consists of ten members. At our annual general meeting held on May 24, 2022, our shareholders voted to approve an amendment to our Memorandum and Articles that provides for the phased-in declassification of our Board of Directors and the annual election of all directors. At the expiration of their current three year terms, each director will be elected at each year’s annual meeting for a term of one year.

At the Annual Meeting, shareholders will elect four directors recommended by the Nominating and Corporate Governance Committee, each to serve a one-year term until the 2024 annual meeting or until their successors are duly elected and qualified or until their earlier death, resignation, or removal.

The names of our directors, and certain information about them, including their ages and committee assignments are as follows:


				Committee Memberships
Name	Class	Age	Director Since	Audit	Human Capital	Nominating & Corporate Governance
Nominee Directors:
Thomas Rohrs Executive Chairman	1	72	2012
Iain MacKenzie Lead Independent Director	1	64	2015		C
Laura Black	1	61	2019	M		C
Jorge Titinger		61	2022			M
Continuing Directors:
Wendy Arienzo	3	68	2020		M	M
Marc Haugen	3	57	2017	M	M
Sarah O'Dowd	3	73	2020	M	M
Jeffrey Andreson Chief Executive Officer	2	61	2020
John Kispert	2	59	2018	C		M
Yuval Wasserman	2	68	2021		M	M

Board Highlights

The Nominating and Corporate Governance Committee regularly reviews the overall composition of the Board and its committees to assess whether it reflects the appropriate mix of skills, diversity, experience, backgrounds, and qualifications that are relevant to our current and future success.

Independence

4.5 Year
Average Tenure

30%

50%

20%

0-3
Years

3-6
Years

6+
Years

Tenure

Gender

Director Qualifications, Expertise, and Capabilities

Our Nominating and Corporate Governance Committee is responsible for reviewing, evaluating, and nominating individuals for election to our Board. The committee’s responsibility for identifying and recommending persons to join the Board follows a principle that composition of the Board should reflect a diversity of thought, backgrounds, skills, experiences, and expertise that are appropriate to our current and future state of affairs.

The table below summarizes the key qualifications, expertise, and capabilities most relevant to the decision to nominate candidates to serve on the Board. The absence of a mark does not necessarily mean the director does not possess that qualification, expertise, or capability.


Qualifications, Expertise & Capabilities		Number of Ichor Directors
Leadership and Executive Experience	Oversaw the execution of important strategic, operational, and policy issues while serving in an executive or senior leadership role at a public company. Previous Board experience at a public company.	10

Global Business Perspective	Experience cultivating and sustaining business relationships internationally and overseeing multinational operations. Breadth of experience, including geographic/regional experience (e.g., head of company in region or large country).	8

Semiconductor Manufacturing Industry & Process Knowledge	Significant knowledge of our industry, technology, and products. First-hand knowledge of customer base.	9

Supply Chain Knowledge	Significant knowledge and understanding of semiconductor supply chain operations and dynamics.	8

Institutional Knowledge	Significant knowledge of our business strategy, operations, key performance indicators and competitive environment.	10

Other Industry Knowledge	Significant knowledge of other relevant industries, technologies and products.	8

Board Diversity	Representation of gender and/or ethnic diversity.	4

Human Capital Management	Experience recruiting, managing, developing and optimizing a company’s human resources to maximize its business value.	9

Financial, Audit	Knowledge of capital markets, financing operations, complex financial management and accounting and financial reporting processes.	9

Cybersecurity, Privacy, Risk	Experience managing cybersecurity and information security risks; understanding of cybersecurity threat landscape; knowledge of emerging privacy risks.	4

Strategic Transactions, M&A	A history of leading growth through acquisitions, other business combinations and strategic partnership transactions. Acquisition integration experience.	9

Sales and Marketing	Experience in sales and channel management, marketing or public relations.	5

Technology, R&D	Significant experience in R&D and/or new product development. A significant background working in technology, resulting in knowledge of how to anticipate technological trends, generate disruptive innovation and extend or create new business models. An engineering background and/or previous leadership at a technology company.	8

Board Diversity Matrix

The table below provides certain self-reported information regarding the diversity of our Board as of the Record Date. Each of the categories listed in the table below has the meaning as it is used in NASDAQ Rule 5605(f).


Board Diversity Matrix as of March 22, 2023

Total number of Directors	10
		Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors		3	7	0	0

Part II: Demographic Background
African American or Black		0	0	0	0
Alaskan Native or Native American		0	0	0	0
Asian		0	0	0	0
Hispanic or Latinx		0	1	0	0
Native Hawaiian or Pacific Islander		0	0	0	0
White		3	6	0	0
Two or More Races or Ethnicities		0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

Nominee Directors


Iain MacKenzie	Qualifications, Expertise & Capabilities
Lead Independent Director Age: 64 Director Since: 2015 Tenure: 7.5 years Committees: Human Capital Committee (chair)	Leadership and Executive Experience	ü
	Global Business Perspective	ü
	Semiconductor Manufacturing Industry & Process Knowledge	ü
	Supply Chain Knowledge	ü
	Institutional Knowledge	ü
	Other Industry Knowledge
	Board Diversity
	Human Capital Management	ü
	Financial, Audit	ü
	Cybersecurity, Privacy, Risk
	Strategic Transactions, M&A	ü
	Sales and Marketing	ü
	Technology, R&D	ü

Career Highlights	Board Membership Highlights	Education Highlights
SMART Global Holdings SGH (Previously SMART Worldwide Holdings through 2011) 2005 - 2018 (retired) President & CEO 2002 - 2005 President SMART Modular (became SGH in 2011) 1998 - 2002 VP, Worldwide Operations SMART Modular Technologies (Europe) Ltd. 1997 - 1998 General Manager	SMART Global Holdings SGH (Previously SMART Worldwide Holdings through 2011) 2004 - 2019 (retired) Director	Kirkcaldy College of Technology, Fife University, Scotland Higher National Diploma, Mechanical and Production Engineering Ordinary National Diploma in Electrical/Electronics Engineering

Iain MacKenzie is qualified to serve as a member of the Board, as the Lead Independent Director of our Board, and as chair of the Human Capital Committee because of his extensive senior leadership experience, technical expertise, and significant experience in operations, engineering and sales in the technology sector, as well as his extensive business and financial background and multi-year service as the chief executive officer of an international technology company.

Nominee Directors (continued)


Thomas Rohrs	Qualifications, Expertise & Capabilities
Executive Chairman Age: 72 Director Since: 2012 Tenure: 11.2 years Committees: none	Leadership and Executive Experience	ü
	Global Business Perspective	ü
	Semiconductor Manufacturing Industry & Process Knowledge	ü
	Supply Chain Knowledge	ü
	Institutional Knowledge	ü
	Other Industry Knowledge	ü
	Board Diversity
	Human Capital Management	ü
	Financial, Audit	ü
	Cybersecurity, Privacy, Risk
	Strategic Transactions, M&A	ü
	Sales and Marketing
	Technology, R&D	ü

Career Highlights	Board Membership Highlights	Education Highlights
Ichor Holdings, Ltd. ICHR 2014 - 2020 CEO Skyline Solar 2010 - 2012 CEO and Chairman Electroglas EGLS (acquired by FormFactor in 2009) 2006 - 2009 CEO and Chairman Applied Materials AMAT 1997 - 2002 Sr. VP, Global Operations and Executive Committee Silicon Graphics SGI 1992 - 1997 VP of Worldwide Operations	Advanced Energy AEIS 2006 - May 2022 Intevac, Inc. IVAC 2010 - May 2022 Quanergy Systems QNGY 2020 - current Magma Design Automation LAVA 2003 - 2012 Ultra Clean Technology UCTT 2003 - 2009 Electroglas EGLS 2004 - 2009	University of Notre Dame B.S. Mechanical Engineering Harvard Business M.B.A.

Thomas Rohrs is qualified to serve as a member and Executive 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.

Nominee Directors (continued)


Laura Black	Qualifications, Expertise & Capabilities
Independent Director Age: 61 Director Since: 2019 Tenure: 4.1 years Committees: Nominating and Corporate Governance Committee (chair) Audit Committee (member)	Leadership and Executive Experience	ü
	Global Business Perspective
	Semiconductor Manufacturing Industry & Process Knowledge
	Supply Chain Knowledge
	Institutional Knowledge	ü
	Other Industry Knowledge	ü
	Board Diversity	ü
	Human Capital Management
	Financial, Audit	ü
	Cybersecurity, Privacy, Risk	ü
	Strategic Transactions, M&A	ü
	Sales and Marketing
	Technology, R&D

SEC Form DEF 14A filed by Ichor Holdings