ichr-20240403

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. )

___________________________________


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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 2024 Annual General Meeting (the “Annual Meeting”) on May 15, 2024, at 9:00 a.m. Pacific Time. The Annual Meeting will be held virtually at virtualshareholdermeeting.com/ICHR2024 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 2023 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 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 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, 2024

Notice of Annual General Meeting

To Be Held on May 15, 2024

To Our Shareholders:

You are cordially invited to attend the 2024 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

Wednesday, May 15, 2024

9:00 a.m. Pacific Time

Virtual:

virtualshareholdermeeting.com/ICHR2024

In-Person:

3185 Laurelview Ct. Fremont, CA 94538

Items of Business

▪To elect the seven directors standing for re-election 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 27, 2024; 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 18, 2024 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. 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 15, 2024

This notice for the Annual Meeting, the Proxy Statement, and our 2023 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, 2024.

By Order of the Board,

Jeffrey Andreson

Chief Executive Officer

Fremont, California

April 4, 2024


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			18
Board Leadership Structure			22
Board Committees and Meetings			23
Board Oversight of Risk			24
Evaluation of Director Nominees			25
Corporate Governance Guidelines			25
Human Capital Committee Interlocks and Insider Participation			25
Communication between Shareholders and Directors			25
Director Independence			26
Director Compensation			26
Share Ownership Guidelines			28
Compensation Matters			29
Proposal 2: Advisory Approval of Executive Compensation			29
Compensation Discussion and Analysis			30
Compensation Governance and Practices			30
Peer Group			31
Compensation Decisions			32
Elements of Compensation			32
Change of Control, Severance, and Separation Obligations			40
Indemnification Agreements			41
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			50
Option Exercises and Stock Vested			51
Potential Payments Made Upon Termination or Change in Control			51
CEO Pay Ratio			53
Pay Versus Performance			53
Audit Matters			57
Proposal 3: Ratification of Independent Registered Public Accounting Firm			57
Audit and Related Fees			57
Auditor Independence			57
Pre-Approval of Audit and Non-Audit Services			58
Report of the Audit Committee			58
Other Matters			59
Security Ownership of Certain Beneficial Owners and Management			59
Certain Relationships and Related Party Transactions			61
Other Matters			62
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 15, 2024 at 9:00 a.m., Pacific Time, virtually at virtualshareholdermeeting.com/ICHR2024 and in person at our corporate headquarters at 3185 Laurelview Ct., Fremont, California 94538, in accordance with Cayman law. 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/ICHR2024 and enter your 16-digit control number located on your proxy card or voting instruction form. Online check-in will begin at approximately 8:30 a.m. Pacific Time on May 15, 2024. 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 15, 2024 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 18, 2024, 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 37,404,285 ordinary shares issued and 32,966,846 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 seven directors standing for re-election 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 27, 2024; 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 seven 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 27, 2024.

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 Greg Swyt, 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 a voting instruction form, 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 virtually 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 Board 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 and in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) within four business days of 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 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 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 of Association (“Memorandum and Articles”) that provides for the phased-in declassification of our Board and the annual election of all directors. Specifically, our Memorandum and Articles, as amended, provide that the nominees standing for election at the Annual Meeting will stand for election for a one-year term, and beginning with our annual general meeting to be held in 2025, and at each annual general meeting thereafter, our entire Board will stand for election for a one-year term and there will no longer be any designation by classes.

At the Annual Meeting, seven directors will be elected to serve until our annual general meeting to be held in 2025 or until their successors are duly elected and qualified or until their earlier death, resignation, or removal. The Board, based upon the recommendation of the nominating and corporate governance committee of the Board (the “Nominating and Corporate Governance Committee”), has nominated Thomas Rohrs, Jeffrey Andreson, Iain MacKenzie, Laura Black, John Kispert, Jorge Titinger, and Yuval Wasserman.

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 election of directors, your shares will be voted “FOR” the re-election of Thomas Rohrs, Jeffrey Andreson, Iain MacKenzie, Laura Black, John Kispert, Jorge Titinger, and Yuval Wasserman. 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, Jeffrey Andreson, Iain MacKenzie, Laura Black, John Kispert, Jorge Titinger, and Yuval Wasserman 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.



The Board recommends a vote FOR the election of the nominees for director.


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 and the annual election of all directors. Beginning with our annual general meeting to be held in 2025, and at each annual general meeting thereafter, our entire Board will stand for election for a one-year term

At the Annual Meeting, shareholders will elect seven nominees for director, each to serve a one-year term until the 2025 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 age and committee assignments are as follows:


				Committee Memberships
Name	Class	Age	Director Since	Audit	Human Capital	Nominating & Corporate Governance
Nominee Directors:
Thomas Rohrs Chairman		73	2012
Jeffrey Andreson Chief Executive Officer		62	2020
Iain MacKenzie Lead Independent Director		65	2015		C
Laura Black		62	2019	M		C
John Kispert		60	2018	C		M
Jorge Titinger		62	2022			M
Yuval Wasserman		69	2021		M	M
Continuing Directors:
Wendy Arienzo	3	69	2020		M	M
Marc Haugen	3	58	2017	M	M
Sarah O'Dowd	3	74	2020	M	M

C = Committee chair

M = Committee member

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

5.5 Year

Average Tenure

20%

50%

30%

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 the principle that the 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.	9

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.	5

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). To see our Board diversity matrix as of March 22, 2023, see our proxy statement filed with the SEC on April 5, 2023.

Board Diversity Matrix as of March 18, 2024

Total number of Directors

Female

Male

Part I: Gender Identity

Directors

SEC Form DEF 14A filed by Ichor Holdings