Sector: Information Technology
ICHOR HOLDINGS LTD · Meeting: May 14, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
New CEO director appointed in November 2025, with board tenure of only ~0.4 years — well within the 24-month new-director exemption from the TSR trigger — and brings 22 years of deep company and industry experience.
No overboarding, attendance above 75%, and the 3-year TSR gap of -43.4pp versus peer median does not exceed the 65pp threshold required to trigger a no vote given ICHR's strong positive absolute 3-year return of +57.7%.
No overboarding, attendance above 75%, relevant financial and investment banking expertise, and the TSR underperformance gap of -43.4pp does not breach the 65pp threshold applicable at ICHR's absolute 3-year return level.
No overboarding, attendance above 75%, strong financial and CEO-level semiconductor industry credentials, and the TSR gap does not trigger a no vote under the applicable policy threshold.
Although MacKenzie has lost his independence designation due to an interim strategic advisory agreement entered in September 2025, he does not sit on the audit or compensation committee, so the non-independence flag does not trigger a no vote; no overboarding or attendance issues, and the TSR gap does not breach the applicable threshold.
No overboarding concerns, attendance above 75%, extensive semiconductor industry and CEO experience, and the peer TSR underperformance gap of -43.4pp falls short of the 65pp threshold needed to trigger a no vote at ICHR's absolute return level.
No overboarding, attendance above 75%, broad semiconductor industry and executive leadership experience, and the TSR performance gap does not meet the threshold to trigger a no vote.
All seven nominees pass the TSR trigger test: ICHR's absolute 3-year price return of +57.7% (strong positive, above +20%) means a peer underperformance gap would need to exceed 65 percentage points to trigger a no vote — the actual gap versus the company-disclosed peer group median is -43.4pp, well below that threshold. No director is overboarded, all met the 75% attendance requirement in 2025, and no familial relationships or disqualifying committee independence issues were identified beyond Iain MacKenzie's temporary non-independence, which does not affect any audit or compensation committee seat. All seven nominees receive a FOR vote determination.
CEO
Phil Barros
Total Comp
$4,605,287
Prior Support
88.2%%
New CEO Phil Barros received total reported compensation of approximately $4.6 million in 2025, reflecting a partial year as CEO (effective November 3, 2025) following his promotion from Chief Technology Officer; the bulk of his equity package was a one-time promotion grant of $3.5 million, which is a reasonable onboarding award for a newly appointed chief executive and does not represent an ongoing annual run-rate. Pay mix is solidly performance-oriented: roughly 78% of CEO compensation is classified as at-risk and approximately 48% is performance-based, well above the 50-60% minimum threshold, with long-term equity awards tied to relative total shareholder return, non-GAAP gross margin, and non-GAAP free cash flow over a three-year period — these are meaningful, measurable, long-term metrics. The short-term cash incentive paid out at only 34% of target in 2025 because three of the four financial metrics (gross margin, operating margin, and free cash flow) scored zero, demonstrating that the incentive plan genuinely penalizes executives when the company underperforms — a strong signal of real pay-for-performance alignment. The company received 88.2% shareholder support on say-on-pay in 2025, a strong affirmation, and maintains a compliant clawback policy and no excessive perquisites or severance arrangements.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,840,000
Non-Audit Fees
$45,000
Non-audit fees (tax services of $45,000) represent only about 1.6% of audit fees of $2,840,000, far below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire under policy. KPMG is a Big 4 firm fully appropriate for a $1.7B market-cap company, and no material financial restatements were disclosed.
ICHR's 2026 annual meeting presents three standard proposals: director elections for seven nominees, ratification of KPMG as auditor, and an advisory say-on-pay vote. All proposals receive a FOR vote determination — the director slate passes TSR and governance screens, KPMG's fee structure raises no independence concerns, and the executive compensation program demonstrates genuine pay-for-performance discipline including a bonus payout of only 34% of target driven by missed financial goals in 2025.
17 companies disclosed in 2026 proxy filing
