Proxy Statement

General Information

Why am I receiving these materials?

The Board is furnishing these proxy materials to you in connection with 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 24, 2022 at 9:00 a.m., Pacific Time, virtually at virtualshareholdermeeting.com/ICHR2022. 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/ICHR2022 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 24, 2022. 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 24, 2022 at 8:45 a.m., Pacific Time. Each shareholder 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. Beneficial owners of shares held in street name 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 29, 2022, 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 33,061,346 ordinary shares issued and 28,623,907 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:

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How does the Board recommend I vote on these proposals?

The Board recommends a vote:

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 two of our officers as proxies for the Annual Meeting to cast your vote. These officers are Jeffrey Andreson, our Chief Executive Officer, and Larry Sparks, our Chief Financial Officer.

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. Street name shareholders 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?

As a street name shareholder, your broker, bank or other nominee can provide instructions on how to change your vote.

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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 the purposes of the voting threshold. 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.

What vote is required to approve each proposal?

The election of directors, say-on-pay, say-on frequency 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. The special resolution to approve the declassification of our board requires the affirmative vote of two-thirds of the votes cast at the meeting and entitled to vote on such proposal.

A properly executed proxy marked “abstain” with respect to the special resolution to approve the declassification of our board, say-on-pay, say-on-frequency 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. Since abstentions will not be votes cast “FOR” such proposals, they will have the same effect as negative votes or votes against that matter. Broker non-votes will have no effect on the ratification of the appointment of our independent registered public accounting firm.

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.

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Corporate Governance

Proposal 1: Election of Directors

The Board of Directors is currently comprised of nine members and divided into three classes. Directors in each class serve for a term of three years or until their successors are duly elected and qualified or until their earlier death, resignation or removal. The term of directors of one class expires at each annual general meeting. If Proposal 2 is approved by shareholders at the Annual Meeting, our board will be declassified on a phased-in basis: the Class III directors elected at this year’s Annual Meeting would complete their three-year terms and the Class I and Class II directors would complete the remainder of their current terms. See Proposal 2 for details.

At the Annual Meeting, three 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 of Directors, upon the recommendation of the audit committee of the Board of Directors (the “Audit Committee”) and the nominating and corporate governance committee of the Board of Directors (the “Nominating and Corporate Governance Committee”), has nominated Wendy Arienzo, Marc Haugen and Sarah O’Dowd to serve as its Class III directors, all of whom are currently serving as Class III directors.

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 Wendy Arienzo, Marc Haugen and Sarah O’Dowd. 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 Wendy Arienzo, Marc Haugen and Sarah O’Dowd 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.

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Proposal 2: Declassification of Board of Directors

The Company’s Board of Directors has approved, and is recommending to shareholders for approval at the Annual Meeting, an amendment to the Company’s amended and restated memorandum and articles of association (“Memorandum and Articles”) to declassify the board and provide for the annual election of all directors (the “Declassification Amendment”) as described in summary below. The full text of the resolution relating to this proposal is set forth on Appendix B.

Article 21 of the Memorandum and Articles divides the Board of Directors into three classes, with each class serving for a staggered three-year term. Because the Declassification Amendment would not shorten the existing terms of the directors, the Class III directors elected at this year’s Annual Meeting would complete their three-year terms and the Class I and Class II directors would complete the remainder of their current terms. If the Declassification Amendment is approved, our Memorandum and Articles would be amended after the Annual Meeting to provide for the phased elimination of the classified structure of our board through the annual election of directors whose terms are expiring. Beginning with our 2025 annual meeting, and at each annual meeting thereafter, our entire board would stand for election for a one-year term and there would no longer be any designation by classes.

Our Board of Directors is committed to the adoption of prevailing best practices in corporate governance and has periodically considered the advantages and disadvantages of maintaining a classified board. In the past, the Board of Directors had concluded that a classified board structure was in the best interests of the Company and its shareholders. A classified board structure generally provides continuity and stability of leadership since a majority of directors will have prior experience with, and knowledge of, the Company’s business and strategy. A classified board structure may also enhance shareholder value in the event of an unsolicited takeover attempt by providing the Board with additional leverage to negotiate on an arm’s length basis with an entity seeking control of the Company. However, our Board of Directors recognizes that many investors view classified boards as having the effect of reducing the accountability of directors to shareholders because classified boards limit the ability of shareholders to evaluate and elect all directors on an annual basis. The election of directors is a primary means for shareholders to influence corporate governance policies and hold management accountable for implementing those policies.

Our shareholders are being asked to approve the Declassification Amendment. In addition to the above, the Declassification Amendment includes immaterial modifications as a consequence of the Company no longer being a “controlled company.” The affirmative vote of not less than two-thirds of the ordinary shares present or represented by proxy and entitled to vote at the Annual Meeting is required in order for the Declassification Amendment to be approved. If the Declassification Amendment is not approved, the Board of Directors will remain classified.

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Our Board of Directors

Our Board consists of nine members. Currently, our Board is comprised of three separate classes, with one class being elected at each year’s annual meeting for a term of three years. This Proxy Statement includes a proposal to amend our Memorandum and Articles to declassify our Board, providing for an annual election of all directors.

At the 2022 Annual Meeting, shareholders will elect three directors recommended by the Nominating and Corporate Governance Committee, each to serve a three-year term until the 2025 annual or until their successors are duly elected and qualified or until their earlier death, resignation, or removal. If approved, the proposal to declassify our Board will provide for the election of all directors at our 2025 annual meeting.

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

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.

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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. A mark indicates a specific area of focus on which the Board particularly relies. The absence of a mark does not necessarily mean the director does not possess that qualification, expertise, or capability.

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Nominee Directors

Wendy Arienzo has served as a director of Ichor since February 2020. Dr. Wendy Arienzo served as the Vice President of Operations at Fujifilm Dimatix, a subsidiary of Fujifilm, from 2013 to 2021. She has served as a member of the board of directors of Power Integrations since 2017. From 2010 until 2013, Dr. Wendy Arienzo was the Chief Executive Officer and a director of ArrayPower. Previous technology leadership positions included serving as Executive Vice President of R&D at the Solar Energy Consortium, Vice President of Manufacturing Services at NXP Semiconductors, and Vice President and Director of Engineering at Philips Semiconductors. Dr. Wendy Arienzo holds a B.S. and M.S. in Materials Science Engineering from Brown University and a Ph.D. in Materials Science Engineering from Stanford University. Dr. Wendy Arienzo also holds a Certificate in Corporate Governance from the UCLA Anderson School of Management and has completed the Executive Management Program at the Stanford AeA Institute.

Dr. Wendy Arienzo is qualified to serve as a member of the Board and a member of the Nominating and Corporate Governance Committee because of her extensive business background and technological expertise gained from serving in many senior leadership positions within technology industries.

Marc Haugen has served as a director of Ichor since August 2017. Marc Haugen currently serves as chief executive officer of Fralock Holdings, an engineered specialty materials solutions company and portfolio company of Arsenal Capital Partners, since February 2020. Previously, Marc Haugen was chief operating officer of Kateeva, Inc., a leading provider of OLED mass-production equipment solutions, from January 2018 to February 2020. In 2017, Marc Haugen established Following Seas Ventures LLC for consulting and private investment, primarily focused on equipment and solutions for sustainability and renewable energy. From 2016 to 2017, Marc Haugen was executive vice president of engineering and operations at Cepheid Inc., a leading molecular diagnostics company, a position he held until its acquisition by the Danaher Corporation. From 2013 to 2016, Marc Haugen was group vice president, worldwide operations and supply chain at Applied Materials, Inc. Prior to this, Marc Haugen held various general management, product, manufacturing, and business operations roles at Lam Research Corporation through the corporate vice president level, from 1998 to 2013. Marc Haugen’s service at Applied Materials and Lam Research included many years of international assignments at the senior executive level in Asia and Europe. Marc Haugen began his business career at Applied Materials from 1991 to 1998 after serving four years as an officer in the U.S. Navy on surface combatant ships. Marc Haugen received an M.B.A. from the University of California Los Angeles and the National University of Singapore and a B.S. in industrial and systems engineering from the University of Southern California.

Marc Haugen is qualified to serve as a member of the Board and a member of the Audit Committee and Human Capital Committee because of his extensive business and financial background and his multi-year service in management positions at international technology companies.

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Sarah O’Dowd has served as a director of Ichor since May 2020. Sarah O’Dowd has been a director of the Independent Institute, a non-profit, non-partisan, public-policy research and communications organization, and a member of the board of directors of Protagonist Therapeutics, since 2019 and 2020, respectively. From 2008 until her retirement in March 2020, Sarah O’Dowd was senior vice president, chief legal officer, and secretary of Lam Research Corporation, and from 2009 to 2012, she also served as Lam’s vice president of human resources. Prior to joining Lam, from 2007 to 2008, Sarah O’Dowd served as vice president and general counsel of FibroGen, Inc., a publicly-traded biopharmaceutical firm. Prior to FibroGen, Sarah O’Dowd spent 28 years at a major law firm, Heller Ehrman LLP, where she founded both the Silicon Valley and San Diego offices, and ultimately chaired the firm’s global business practice groups, which spanned seven offices and included more than 250 attorneys. She has been a trusted adviser to numerous boards, board committees, and CEOs. In 2019, Directors Roundtable presented Sarah O’Dowd and her legal team with its Global Honor Award, given to general counsels and their law departments. Sarah O’Dowd holds a J.D. from Stanford Law School, an M.A. in communications from Stanford University, and an A.B. in mathematics from Immaculata College.

Sarah O’Dowd is qualified to serve as a member of the Board and member of the Human Capital Committee given her broad legal experience of multi-national businesses, her understanding of the semiconductor equipment market, and her prior experience in managing the Human Resource function of a large multi-national company.

Continuing Directors

Laura Black has served as a director of Ichor since February 2019. Laura Black currently serves as a Managing Director of Needham & Company, a full-service investment banking firm. 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. She has been a member of the board of directors of Viavi Solutions Inc. since February 2018 and serves on the corporate development and nominating and governance committees. From April 2012 to June 2019, she was a member of the board of directors of Super Micro Computer. Prior to joining Needham & Company in March 1999, Laura Black served as a Managing Director of Corporate Finance at Black & Company, an investment bank, beginning in July 1995, where she raised public equity capital and completed multiple M&A and strategic advisory assignments. From July 1993 to June 1995, Laura Black served as a Director for TRW Avionics & Surveillance Group where she evaluated acquisition candidates, managed direct investments, and raised venture capital to back spin-off companies. From August 1983 to August 1992, she worked at TRW as an electrical engineer designing spread spectrum communication systems. Laura Black holds a BSEE from University of California at Davis, an MSEE from Santa Clara University, and an MS Management from Stanford.

Laura Black is qualified to serve as a member of the Board, chair of the Nominating and Corporate Governance Committee, and a member of the Audit Committee because of her extensive business and financial background and her multi-year service in senior investment banking positions.

Iain MacKenzie has served as a director of Ichor since October 2015 and is the Lead Independent Director. Iain MacKenzie served as director of SMART Global Holdings (known as SMART Worldwide Holdings prior to August 2011) from April 2004 until retiring in April 2019 and as President and CEO from September 2005 until retiring in June 2018. Iain MacKenzie previously served as President from February 2002 to September 2005. Smart Worldwide Holdings became SMART Global Holdings through an acquisition by Silver Lake Funds in August 2011. Prior to that, Iain MacKenzie served as Vice President of Worldwide Operations of SMART Modular from August 1998 to February 2002 and as general manager of SMART Modular Technologies (Europe) Ltd. from June 1997 to August 1998. Iain MacKenzie holds the Higher National Diploma in mechanical and production engineering and the Ordinary National Diploma in electrical/electronics engineering from the Kirkcaldy College of Technology (Fife University) in Scotland.

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

Thomas Rohrs has served as Executive Chairman and director of Ichor since February 2012 and was Chief Executive Officer from September 2014 through January 2020. Tom Rohrs has also served as a member of the board of directors of Advanced Energy, Intevac, and Quanergy Systems since 2006, 2010, and 2020, respectively. Previously, Tom Rohrs served as Chief Executive Officer and Chairman of Skyline Solar from 2010 to 2012 and Electroglas from 2006 to 2009. Tom Rohrs also served as Senior Vice President of Global Operations and a member of the Executive Committee for Applied Materials from 1997 to 2002 and as Vice President of Worldwide Operations for Silicon Graphics from 1992 to 1997. Tom Rohrs previously served on the board of directors of Magma Design Automation, Ultra Clean Technologies, and Vignani Technologies. Tom Rohrs holds a B.S. in mechanical engineering from the University of Notre Dame and an M.B.A. from the Harvard Business School.

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Tom Rohrs is qualified to serve as a member and Executive Chairman of the Board because of his extensive experience in technology industries, 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.

Jeffrey Andreson has served as a director of Ichor since February 2020 and as our Chief Executive Officer since January 2020. Previously, Jeff Andreson served as our President from April 2019 to January 2020 and our Chief Financial Officer from December 2017 to October 2019. Previously, Jeff Andreson served as the chief financial officer of Nanometrics Incorporated from September 2014 to December 2017. Prior to that, Jeff Andreson was executive vice president, finance and administration, chief financial officer, treasurer, and secretary of Intevac, Inc. from August 2007 to September 2014. From June to August 2007, Jeff Andreson held the position of executive vice president, finance at Intevac. Prior to joining Intevac, Jeff Andreson spent 12 years with Applied Materials in various controllership positions within the company, most recently as managing director, controller of the $2 billion Applied Global Services product group. From 1989 through 1995, Jeff Andreson held various financial management roles at Measurex Corporation. In addition, from February 2017 to November 2017 Jeff Andreson was member of the board of directors of Ultra Clean Technology. Jeff Andreson holds an M.B.A. from Santa Clara University and a B.S. in finance from San Jose State University.

Jeff Andreson is qualified to serve as a member of the Board because of his extensive experience in technology industries, significant senior leadership, and his strategic insight into Ichor, gained from his role as Chief Financial Officer, President, and his current role as Chief Executive Officer.

John Kispert has served as a director of Ichor since October 2018 and is the Chair of the Audit Committee. John Kispert currently serves as a Managing Partner of Black Diamond Ventures, a California-based venture capital firm leading sourcing, selection, and value-add efforts for companies from early to late stage, and Chairman of ESS Technology. Prior to that, John Kispert was CEO of Spansion, Inc., a developer and manufacturer of embedded semiconductors, from 2009 to 2015 where he led the company out of bankruptcy in early 2009 to a profitable, growing company with over $1.5 billion in annual revenues, eventually completing a merger with Cypress Semiconductor in March 2015. Previously, John Kispert was with KLA Tencor, an S&P 500 global semiconductor leader, from 1995 to 2009, advancing to numerous high-level positions including President and COO from 2005 to 2009 and Executive Vice President and CFO from 2000 to 2005. John Kispert earned his MBA from UCLA in 1989.

John Kispert is qualified to serve as a member of the Board, chair of the Audit Committee, and a 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.

Yuval Wasserman has served as a director of Ichor since May 2021. Mr. Wasserman served as President and Chief Executive Officer and a director of Advanced Energy Industries, Inc., a leading manufacturer of power conversion products that transform electrical power into various usable forms, from October 2014 until his retirement in March 2021, and has served as a director of FARO Technologies, Inc. since 2017. Mr. Wasserman previously served as President of Advanced Energy Industries’ Thin Films Business Unit from August 2011 to October 2014 and Executive Vice President and Chief Operating Officer from April 2009 to August 2011. He previously held roles at Advanced Energy Industries of Executive Vice President, Sales, Marketing and Service from October 2007 to April 2009 and Senior Vice President, Sales, Marketing and Service from August 2007 to October 2007. Prior to joining Advanced Energy Industries, Mr. Wasserman served as the President, and later as Chief Executive Officer, of Tevet Process Controls Technologies, Inc., a semiconductor metrology company, from May 2002 to July 2007. Prior to that, he held senior executive and general management positions at Boxer Cross, a metrology company, Fusion Systems, a plasma strip division of Axcelis Technologies, Inc., and AG Associates, a semiconductor capital equipment company focused on rapid thermal processing. Mr. Wasserman holds a BSc degree in chemical engineering from Ben Gurion University in Israel.

Yuval Wasserman is qualified to serve as a member of the Board because of his extensive experience in technology industries, including significant chief executive officer experience at technology companies.

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ESG and 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 our other key stakeholders. We are committed to making continuous improvements in environmental, social, and governance (“ESG”) areas. Across our three pillars – Environmental Sustainability, Social and Ethical Responsibility, and Corporate Governance – we are committed to values-driven CSR initiatives and believe these efforts will benefit our customers, employees, and the communities in which we operate.

Environmental Sustainability

We are committed to supporting programs that promote good environmental stewardship and long-term sustainability and help mitigate the impacts of climate change. In 2021, we focused on initiatives to reduce our energy use, carbon footprint, and solid waste through operational efficiencies and in collaboration with our customers and supply chain partners. Environmental highlights of our CSR program include:

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Social and Ethical Responsibility

We are committed to providing a safe, inclusive, and engaging workplace for our global talent base. We are focused on improving our workforce diversity and inclusion by creating a values-driven culture, prioritizing safety, investing in our employees’ experience and development, and maintaining the highest standards in employment regulatory compliance. Social and ethical highlights of our CSR program include:

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Corporate Governance

We are committed to demonstrating the highest standards of business ethics and corporate governance and we work to ensure our employees, supply chain partners, and customers understand and follow our values and expectations. We have robust policies and procedures in place to ensure compliance at the federal, state, and local governmental levels with all laws and regulations. We keep track of fast-evolving industry trends and best practices to ensure we effectively demonstrate good corporate governance and foster an environment centered around honesty, integrity, and accountability. Our policies are outlined herein as well as on our website at ir.ichorsystems.com. Corporate governance highlights of our CSR program include:

ESG Materiality Matrix

In 2021, we conducted our first formal materiality assessment to determine which ESG issues are most material to our customers, employees, shareholders, and supply chain partners. In this assessment, we assessed and prioritized material topics in the categories of environment, human capital, social capital, business model and innovation, and leadership and governance, based on the materiality standards from the Sustainability Accounting Standards Board (“SASB”) and topics covered within the Global Reporting Initiative (“GRI”) standards. The use of the term “material” when referring to ESG topics is intended to denote the most important issues from our ESG materiality assessment, which is a different standard than that for financial disclosures. During live interviews, we asked stakeholders the relevant importance of each topic area and both their perception of the specific impact to our business and the impact we can generate.

The results of our materiality assessment are reflected in the matrix below. The vertical axis represents the importance of each topic to our stakeholders, and the horizontal axis represents our ability to impact the topic and its impact on us. Using qualitative and quantitative analysis and expertise from an independent third party, we determined that topics with an importance score of 60% or higher by our stakeholders are material to our business and our stakeholders in our 2021 assessment and will guide our focus and inform our multi-year roadmap for future improvement.

We are committed to moving progress forward for our business, our customers, and our industry as a whole. Across the three pillars of our CSR program – Environmental Sustainability, Social and Ethical Responsibility, and Corporate Governance – we are making continuous improvements to our values-driven initiatives that will benefit our customers, employees, and the communities in which we operate. As a trusted partner to our customers and suppliers, we have implemented practices that promote good environmental stewardship and long-term sustainability, ensure a safe, inclusive, and engaging workplace for our global talent base, and demonstrate the highest standards of business ethics and corporate governance. We encourage you to read more about our CSR program, governance, and 2021 highlights on our website, and in our 2021 ESG report, which is available on our corporate social responsibility webpage at ichorsystems.com.

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Board Leadership Structure

Tom Rohrs serves as Chairman of the Board. Under our Memorandum and Articles, the chairman is elected by the affirmative vote of a majority of the directors then in office. The Board encourages at least annual executive sessions amongst non-management, which are presided over by our Lead Independent director, currently Iain MacKenzie, designated by the non-management directors.

In 2018, the Board appointed Iain MacKenzie as its Lead Independent Director to liaise between management and the other non-employee directors. The Lead Independent Director schedules and chairs meetings of the independent directors. The independent directors (including the Lead Director) hold a closed session at each regularly scheduled Board meeting.

The Board believes that the foregoing structure achieves an appropriate balance between the effective development of key strategic and operational objectives and independent oversight of management’s execution of such objectives. Additionally, the Board will continue to periodically review its leadership structure.

Board Committees and Meetings

The committees established by the Board for 2021 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 or as otherwise determined by the Board.

During 2021, the Board held 9 meetings, the Audit Committee held 7 meetings, the Human Capital Committee held 6 meetings, and the Nominating and Corporate Governance Committee held 5 meetings. Each member of the then-current Board 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.

Our directors are expected to attend the annual general meeting and 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.

Audit Committee

The Audit Committee is responsible for, among other matters: (1) oversight of the quality and integrity of our financial statements and financial reporting processes and of our systems of internal accounting and financial controls and disclosure controls; (2) the qualifications and independence of our independent auditors; (3) the performance of our independent auditors; (4) compliance with legal and regulatory requirements and codes of conduct and ethics programs established by management and our Board; (5) and cybersecurity oversight. 

The Audit Committee currently consists of Laura Black, Marc Haugen, and John Kispert. John Kispert is currently chair of the Audit Committee. The Board has determined that Laura Black, Marc Haugen, and John Kispert are financially sophisticated under NASDAQ rules and that they qualify as independent directors according to the rules and regulations of the SEC with respect to audit committee membership. The Board has also determined that John Kispert and Laura Black qualify as “audit committee financial experts,” as such term is defined in Item 401(h) of Regulation S‑K under Securities Act of 1933, as amended (the “Securities Act”). The Board adopted a written charter for the Audit Committee, which is available on our corporate website at ir.ichorsystems.com. Our website is not part of this Proxy Statement.

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Human Capital Committee

The Human Capital Committee is responsible for, among other matters: (1) reviewing and approving all compensation, including incentive compensation and corporate and individual goals and objectives relevant to our chief executive officer, and evaluating our chief executive officer’s performance relative to those goals and objectives; (2) reviewing and approving the base salaries, incentive compensation and equity-based compensation of our other executive officers; (3) approving all significant compensation or incentive plans for executives and directors (including material changes to all such plans); (4) 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; (5) annually reviewing and discussing with management the Compensation Discussion and Analysis for our proxy statement; (6) preparing the compensation committee report on executive officer compensation required by the SEC for inclusion in our annual proxy statement or Annual Report on Form 10‑K; (7) overseeing engagement with stockholders and proxy advisory firms on executive officer compensation matters; and (8) 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 also delegate any of its responsibilities to one or more subcommittees, as it may deem appropriate, to the extent allowed by applicable law and NASDAQ rules.

The Human Capital Committee currently consists of Marc Haugen, Iain MacKenzie, and Sarah O’Dowd. Iain MacKenzie is currently chair of the Human Capital Committee. The Board adopted a written charter for the Human Capital Committee, which is available on our corporate website at ir.ichorsystems.com. Our website is not part of this Proxy Statement.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for, among other matters: (1) identifying and recommending to our Board the persons to be nominated for election as directors and to each of the committees of our Board; (2) leading our Board in its annual review of the performance of our Board, and (3) exercising oversight of our corporate social responsibility initiatives, including the impact of environmental and social issues, and to recommend strategies for addressing environment, social, and governance issues that provide long-term sustainable value. 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. Accordingly, in addition to the aforementioned criteria, the committee ensures that its pool of qualified candidates to be considered for directorship include those who bring gender and ethnic diversity. Pursuant to its charter, the committee may also delegate any of its responsibilities to one or more subcommittees as it may deem appropriate to the extent allowed by applicable law and NASDAQ rules.

The Nominating and Corporate Governance Committee currently consists of Dr. Wendy Arienzo, Laura Black, John Kispert, and Iain MacKenzie. Laura Black is currently chair of the Nominating and Corporate Governance Committee. The Board adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our corporate website at ir.ichorsystems.com. Our website is not part of this Proxy Statement.

Other Committees

The Board may establish other committees as it deems necessary or appropriate from time to time.

Board Oversight of Risk

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 committees. The full 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.

Our Board has delegated to the Audit Committee oversight of our risk management process. Our other committees of our Board will also consider and address risk as they perform their respective committee responsibilities. All committees will report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.

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Evaluation of Director Nominees

The Board is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual general meetings of shareholders, as specified in our Memorandum and Articles. The Nominating and Corporate Governance Committee is responsible for identifying and recommending to our Board the persons to be nominated for election as directors and to each of the committees of our Board. When formulating its Board membership recommendations, the Nominating and Corporate Governance Committee may also consider advice and recommendations from others, including shareholders, as it deems appropriate.

The Nominating and Corporate Governance Committee has not identified specific minimum qualifications that must be met or specific qualities or skills that must be possessed for a person to be considered as a candidate for director; however, the Nominating and Corporate Governance Committee and the Board value diversity and believe that the Board should be composed of individuals with knowledge and experience in many substantive areas that impact our business, including a diverse set of viewpoints, backgrounds, skills, experiences, and expertise. In addition to reviewing these factors, the Nominating and Corporate Governance Committee and the Board ensure that the pool of qualified persons to be considered for directorship include those who bring gender and ethnic diversity.

We believe that all of our current board members possess the professional and personal qualifications necessary for board service, and we have highlighted in the individual biographies above the specific experience, attributes, and skills that led to the conclusion that each board member should serve as a director.

Corporate Governance Guidelines

Our Board has established Corporate Governance Guidelines that establish the governance framework within which our Board conducts its business and fulfills its responsibilities. These guidelines and other important governance materials are available on our website at ir.ichorsystems.com. Our Board regularly reviews our Corporate Governance Guidelines in light of legal and regulatory requirements, evolving best practices and other developments. Our website is not part of this Proxy Statement.