David Lee
ICHOR HOLDINGSAbout David Lee
David Lee was appointed Senior Vice President, Sales & Marketing at Ichor on August 29, 2025, following a leadership transition that moved the prior CCO to a Strategic Advisor role . He has 30 years of semiconductor manufacturing equipment and supply-chain experience, holds a Master’s in Engineering Mechanics (Columbia University) and a Bachelor’s in Engineering Science (U.S. Air Force Academy), and previously served four years as an aerospace engineer in the U.S. Air Force . Company performance context: Q3 2025 revenue was $239.3M with non-GAAP EPS $0.07 (GAAP EPS -$0.67), and YTD 2025 revenue growth of 18% vs. prior year . For 2024 pay-versus-performance, the Company’s TSR was $93 on a fixed $100 investment basis .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Air Force | Aerospace Engineer | 4 years | Technical foundation in aerospace engineering |
| Semiconductor manufacturing equipment industry | Senior/leadership roles (not itemized) | 30 years | Built businesses achieving revenue growth and profitable performance |
External Roles
- Not disclosed in Company filings reviewed .
Fixed Compensation
- Not disclosed for David Lee. The Company’s executive cash compensation framework comprises base salary and an annual Short-Term Cash Incentive (STI) with targets set as a percent of base pay; 2024 NEO targets ranged from 70% to 100% of base salary (illustrative, NEOs only) .
Performance Compensation
Company executive incentives emphasize pay-for-performance via an STI plan and long-term RSUs/PSUs. 2024 STI financial metrics and results (company-wide) are below for context.
| Financial Performance Metric | Weight | Floor (50% Score) | Target (100% Score) | Ceiling (200% Score) | Actual Result | Score |
|---|---|---|---|---|---|---|
| Revenue ($USD Millions) | 10% | $800 | $855 | $900 | $849 | 95% |
| Non-GAAP Gross Margin | 25% | 14.7% | 15.5% | 16.2% | 12.7% | 0% |
| Non-GAAP Operating Margin | 25% | 4.1% | 4.6% | 5.2% | 2.2% | 0% |
| Inventory Turnover Ratio | 10% | 3.5 | 3.8 | 4.1 | 3.0 | 0% |
| Total (weighted) | 70% | — | — | — | — | 14% |
- Corporate goals component (30% of STI) scored at 107% company-wide in 2024; individual awards scale by personal goal scores .
- LTIs: RSUs vest 25% on first anniversary and the remaining 75% in equal quarterly tranches over the following three years; PSUs vest based on performance metrics including: (1) relative TSR vs. Russell 2000 semiconductor index over FY2026 (50–200% scale), (2) FY2026 non-GAAP gross margin target (19% target; 18–20% floor/ceiling, scaled), and (3) achieving two consecutive quarters with ≥20% non-GAAP gross margin by FY2028 (100% cliff upon achievement) .
Equity Ownership & Alignment
- Share ownership guidelines require Covered Individuals (directors and executive officers) to own 1–3x salary/retainer within five years; explicit published multiples are CEO 3x and CFO 1x (Board 3x). All Covered Individuals were in compliance as of February 14, 2024 (role-specific multiples beyond CEO/CFO not itemized) .
- Hedging and pledging of Company securities are prohibited for directors, officers, employees, and related parties .
- Clawback policy (Section 10D-compliant) requires recoupment of incentive compensation upon accounting restatement within a rolling three-year look-back .
- Beneficial ownership, vested/unvested breakdown, and any pledging by David Lee are not disclosed in the documents reviewed .
Employment Terms
- Appointment: David Lee named Senior Vice President, Sales & Marketing; duties commenced August 29, 2025 .
- Offer letter/compensation details: Not disclosed for David Lee in Item 5.02 beyond biographical information .
- Company-wide severance framework: The Amended & Restated Select Severance Plan provides for (i) base salary continuation (12 months; 18 for CEO), pro‑rata STI bonus, and continued health coverage for non‑change-in-control terminations; and (ii) 1.5x salary+target bonus cash (2x for CEO), pro‑rata STI bonus, extended health coverage (up to 18 months; 24 for CEO), and accelerated vesting of stock awards upon qualifying change‑in‑control terminations (double-trigger window) for eligible officers (NEOs explicitly covered; individual eligibility not disclosed for David Lee) .
- Insider trading policy: Covers all directors, officers, employees, and agents; prohibits hedging/pledging and sets trading compliance requirements .
Performance & Track Record
Company operating context around/preceding his appointment:
- Quarterly performance comparison
| Metric | Q3 2024 | Q2 2025 | Q3 2025 |
|---|---|---|---|
| Net Sales ($USD Thousands) | $211,139 | $240,285 | $239,296 |
| Gross Margin (GAAP) | 13.2% | 11.3% | 4.6% |
| Gross Margin (Non-GAAP) | 13.6% | 12.5% | 12.1% |
| Operating Margin (GAAP) | -0.2% | -2.0% | -8.1% |
| Operating Margin (Non-GAAP) | 3.0% | 2.6% | 2.2% |
| Diluted EPS (GAAP) | -$0.08 | -$0.28 | -$0.67 |
| Diluted EPS (Non-GAAP) | $0.12 | $0.03 | $0.07 |
- Management noted 18% YTD revenue growth as of Q3 2025, with etch/deposition demand strength and softness in other markets; restructuring, inventory impairment, and facility exit costs weighed on GAAP margins .
- Forward-looking risks associated with management transitions (retention efforts, stakeholder relationships, and organizational changes) were highlighted in the CEO transition release .
Compensation Structure Analysis
- Shift toward RSUs/PSUs (no evergreen in 2025 Plan) aligns long-term incentives with TSR and margin improvement; stock options have been de‑emphasized since 2020 .
- STI metrics include revenue, non-GAAP gross margin and operating margin, and inventory turns (weighted emphasis on profitability and capital efficiency), plus corporate goals (revenue outperformance, profitable growth, technology leadership, organizational effectiveness) .
- Clawback adoption, hedging/pledging ban, and ownership guidelines strengthen alignment and mitigate governance red flags .
Risk Indicators & Red Flags
- 2025 restructuring and facility exit actions (Scotland/Korea) introduced inventory impairments and costs that pressured GAAP margins; monitor execution on margin recovery milestones embedded in PSUs (20% gross margin two consecutive quarters by FY2028) .
- Management transition risks explicitly cited (execution continuity, retention, stakeholder engagement) in the CEO succession communications .
- Hedge/pledge prohibitions reduce alignment risk; no tax gross-ups, no option repricing without shareholder approval under the 2025 Plan .
Compensation Peer Group (Benchmarking)
- 2024 peer group includes 17 industry‑specific companies (e.g., AEIS, FORM, ACLS, UCTT, ONTO, COHU, VECO); ranges: revenue $0.5–$2.5B and market cap $0.3–$3.0B .
Say-on-Pay & Shareholder Feedback
- Advisory say‑on‑pay proposal presented annually; Board recommends approval (2025 proxy). Specific vote outcomes for 2025 not included in the excerpts reviewed .
Expertise & Qualifications
- Degrees: MS Engineering Mechanics (Columbia); BS Engineering Science (USAFA) .
- Technical and commercial expertise: 30 years in semi equipment and supply chain; demonstrated record of revenue growth/profitability building businesses .
Work History & Career Trajectory
- U.S. Air Force (aerospace engineering; 4 years) .
- Subsequent 30 years in semiconductor manufacturing equipment industry (roles not itemized in SEC filing; described as growth/profit focused) .
Equity Ownership & Insider Selling Pressure
- Beneficial ownership, vested/unvested holdings, option status, and Form 4 transaction history for David Lee are not disclosed in the documents reviewed; hedging/pledging prohibited . Monitor future Form 4 filings to assess selling pressure around RSU vest dates (standard RSU schedule: 25% at first anniversary; quarterly thereafter) .
Employment Contracts, Severance, and Change-of-Control Economics
- Individual employment terms for David Lee not disclosed; Company’s Select Severance Plan terms (for eligible officers, including NEOs) summarized above (multiples, pro‑rata bonus, benefit continuation, accelerated vesting under qualifying CoC termination) .
Investment Implications
- Alignment: STI/PSU design directly ties payouts to revenue, margin, and TSR, with added long-term gross margin milestone, reinforcing quality-of-earnings focus .
- Retention risk: Newly appointed SVP Sales & Marketing; individual pay details undisclosed. Execution risk around management transitions highlighted by the Company; track retention, quota attainment, and design‑win momentum in etch/deposition customers .
- Trading signals: Standard RSU schedules can create periodic liquidity windows; with hedging/pledging prohibited and clawback in place, watch for Form 4s and any PSU performance banking/achievement updates .
- Near-term fundamental context: Q3 2025 non-GAAP profitability modest (2.2% operating margin; $0.07 EPS) amid restructuring; Company expects near-term revenue moderation before recovery into 2026—sales execution under Lee may be key to balancing mix and margin tailwinds .