Bruce Ragsdale
ICHOR HOLDINGSAbout Bruce Ragsdale
Bruce Ragsdale, 54, is Chief Operating Officer (COO) of Ichor Holdings, Ltd. (ICHR). He joined Ichor in December 2022 after senior operations and supply chain leadership roles at ASM International (SVP, Global Operations & Supply Chain, 2015–2022), Applied Materials (VP, Global Supply Chain Management, 2013–2015), and Intel (VP, Supply Chain Sourcing), and holds a B.S. in Electrical Engineering (DeVry University) and an MBA focused on technology management (University of Phoenix) . Company performance context during his tenure: FY2023 revenue was ~$811M and FY2024 ~$849M, while non‑GAAP operating margin was 2.9% in 2023 and 2.2% in 2024; Company TSR (fixed $100) measured $99 in 2023 and $93 in 2024, framing pay‑for‑performance alignment for executive incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ASM International | SVP, Global Operations & Supply Chain | 2015–2022 | Led worldwide operations, engineering, manufacturing, supply chain, logistics |
| Applied Materials | VP, Global Supply Chain Management (Singapore) | 2013–2015 | Managed global supply chain; prior 20+ years at AMAT in engineering/management roles |
| Intel Corporation | VP, Supply Chain Sourcing | Prior to 2015 | Directed sourcing strategy in semiconductor supply chain |
External Roles
No external public company directorships or committee roles disclosed for Ragsdale .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | $450,000 | $465,700 |
| Target Bonus (% of Salary) | 75% | 75% |
| Actual STI Bonus Paid ($) | $166,333 | $139,265 |
Performance Compensation
Annual Equity Grants and Vesting
| Grant Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| RSU | 5/15/2024 | 21,902 | $837,532 | 25% on 1st anniversary; remainder in equal quarterly installments over next 3 years |
| PSU (2024 Cohort) | 5/15/2024 | 20,595 (target) | $920,909 | Performance-based; see metrics below |
| RSU (2023 Grants) | 1/1/2023 (new hire) | 33,556 | N/A (outstanding count shown) | Same 25% annual then quarterly schedule |
PSU Design and Metrics
| Cohort | Metric | Weighting | Target(s) | Current Status / Payout Logic |
|---|---|---|---|---|
| 2024 | Relative TSR vs Russell 2000 Semiconductor Index | 39% | 3-year measurement; single-end measurement in FY2026; 50% floor; 200% ceiling | In process; payout scales 50–200% at FY2026 |
| 2024 | Non‑GAAP Gross Margin (FY2026) | Part of 61% | Target 19%; floor 18%; ceiling 20% | In process; measured end of FY2026 |
| 2024 | Non‑GAAP GM: two consecutive quarters ≥20% by FY2028 | Part of 61% | Earns/vests at 100% upon achievement; no scaling | In process |
| 2023 | Relative TSR | 67% | Annual scores banked; cap at 100% aggregate; Year 1 score 94% (FY2023) | Ongoing (Years 2–3) |
| 2023 | Non‑GAAP Gross Margin | 33% | STI-linked scaling; Year 1 score 0% (FY2023) | Ongoing (Years 2–3) |
| 2022 | Relative TSR | 60% | Year 1: 90%; Year 2: 97%; Year 3: 84% | Finalized; shares earned per NEO |
| 2022 | New Product Qualification | 20% | Year 3: 100%; earlier years 0% | Finalized; shares earned per NEO |
| 2022 | Non‑GAAP Gross Margin | 20% | Year 1: 50%; Years 2–3: 0% | Finalized |
PSU Shares Earned (Historic)
| Cohort | Component | Shares Earned (Bruce Ragsdale) |
|---|---|---|
| 2022 | TSR | 2,463 |
| 2022 | New Product Qualification | — |
| 2022 | Non‑GAAP Gross Margin | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/17/2025) | 39,765 shares; “*” denotes <1% of outstanding |
| Shares Outstanding (Record Date) | 34,112,963 |
| Outstanding Awards (12/27/2024) | PSUs (target): 20,595 ; RSUs: 21,902 |
| Stock Options | None outstanding for Ragsdale |
| Share Ownership Guidelines | Covered individuals (directors and executive officers) must own 1–3x salary/retainer; CEO 3x; all Covered Individuals are in compliance |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no hedging, no margin/pledging) |
Notable Form 4 filings:
- Reported RSU grant of 21,902 shares on 5/15/2024 (Form 4) .
- Additional Form 4 reference (2025-05-16 filing noted by SECDatabase) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment start | Hired as COO effective 12/12/2022 [content.edgar-online.com link to 8-K] |
| Offer package | Sign-on bonus $100,000; relocation from AZ to TX; new hire RSUs valued at $1,600,000 (25% first anniversary, then quarterly) [content.edgar-online.com link to 8-K] |
| Base salary & incentive | Base $450,000 (2023); STI target 75% of salary |
| Severance (2025 amended Select Severance Plan) | Non-CIC: 12 months base continuation (18 months for CEO), pro‑rata STI based on actuals, continued health benefits at active rates |
| Change-in-control (double-trigger) | Lump sum 1.5x (salary+target bonus) for NEOs (2x for CEO), pro‑rata STI, up to 18 months health benefits (24 months CEO); full acceleration of outstanding stock awards upon qualifying termination; subject to release, covenants, and potential cutback to avoid excise tax |
| Clawback | SEC Rule 10D-compliant clawback policy; applies to incentive-based comp over rolling 3-year lookback |
8‑K (November 28, 2022) appointment and offer letter (Exhibit 10.1) confirming sign-on and relocation details: .
Performance Compensation (Detailed Mechanics)
| Metric | Weighting | FY2024 Targets (STI component) | FY2024 Actual | Score |
|---|---|---|---|---|
| Revenue ($M) | 10% | Floor $800; Target $855; Ceiling $900 | $849 | 95% |
| Non‑GAAP Gross Margin | 25% | Scaled by revenue level; floor/target/ceiling per plan | 12.7% | 0% |
| Non‑GAAP Operating Margin | 25% | Scaled by revenue level | 2.2% | 0% |
| Inventory Turnover | 10% | 3.5 / 3.8 / 4.1 | 3.0 | 0% |
| Corporate Goals (blended company score) | 30% | Target 100%; Max 200% | 107% | 107% |
| Total Company Financial Score | 70% | — | — | 14% |
Ragsdale’s individual STI calculation (company factors + individual score) produced a total STI score of 40.3% for FY2024 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; reduces misalignment risks .
- No related party transactions disclosed (2024–2025) .
- Equity plan features: no evergreen in 2025 plan; no option/SAR repricing without shareholder approval; awards subject to clawback; director comp limits .
- Burn rate managed conservatively (1.44% in 2024) .
Compensation Peer Group (Benchmarking)
- 2024 peer group included 16 semiconductor and related firms (e.g., AEIS, ACLS, FORM, KLIC, UCTT, ONTO, VECO, OSIS, PLAB) .
- 2024/2025: approach emphasizes market-competitive mix with high at‑risk/performance-based pay elements .
Investment Implications
- Alignment and performance levers: PSUs are tied to multi‑year TSR and gross margin targets (FY2026, FY2028), directly linking pay to strategic margin expansion and shareholder returns. Failure to improve margins toward 19–20% could zero out large components of PSU payouts; conversely, achieving two consecutive quarters ≥20% GM by FY2028 triggers 100% vesting on that component .
- Retention signals: Significant unvested RSUs/PSUs (e.g., RSUs 21,902; PSUs 20,595 at 12/27/2024) create ongoing vesting over 2025–2028 and incentivize tenure for operational execution; vesting cadence (25% at first anniversary, then quarterly) can introduce periodic selling/withholding events, but hedging/pledging is prohibited, and the clawback regime applies to incentive compensation .
- Change‑in‑control economics: The 2025 plan enhances non‑CIC severance to 12 months for NEOs and provides 1.5x CIC cash multiple plus full equity acceleration under double‑trigger conditions, which mitigates retention risk through transitions but keeps excise tax protections shareholder‑friendly via cutback provisions .
- Ownership/skin‑in‑the‑game: Beneficial ownership is <1%, typical for NEOs at mid‑cap suppliers; company‑wide stock ownership guidelines (1–3x salary/retainer; 3x CEO) and compliance status improve alignment, while plan features (no repricing, clawback) moderate governance risk .