Diana Finucane
ICHOR HOLDINGSAbout Diana Finucane
Diana Finucane is Chief Human Resources Officer (CHRO) of Ichor Holdings, Ltd., evidenced by her role as the signatory for executive employment and transition documents in 2025; age, education, and detailed tenure are not disclosed in the company’s filings . Company performance context relevant to incentive alignment: 2024 consolidated revenue was $849 million, with non-GAAP operating margin at 2.2% and corporate goal score of 107% under the STI plan; pay-versus-performance showed Company TSR at $93 vs peer index TSR at $276 for 2024 and GAAP net loss of $20.8 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in public filings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in public filings |
Fixed Compensation
- CHRO-specific base salary, target bonus %, and perquisites are not individually disclosed; Ichor’s executive program emphasizes a mix of fixed salary, short-term cash incentives (STI), and long-term equity (RSUs/PSUs), with no executive pensions, no tax gross-ups, and no single-trigger change-in-control payments .
Performance Compensation
Ichor’s executive incentives (applicable to executive officers, including CHRO) are tied to company-wide metrics and strategic goals:
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STI Plan design: 70% financial performance (Revenue, non-GAAP Gross Margin, non-GAAP Operating Margin, Inventory Turnover) + 30% corporate goals (Revenue Outperformance, Profitable Growth, Manufacturing & Technology Leadership, Organizational Effectiveness) .
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RSUs: 25% vest on the first anniversary of grant, remaining 75% vest quarterly over the following three years (time-based) .
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PSUs: Earned on three components for 2024 awards: Relative TSR vs Russell 2000 Semiconductor Index (three-year endpoint, 50–200% scale), FY26 non-GAAP gross margin target (19% target; 18% floor, 20% ceiling), and two consecutive quarters of ≥20% non-GAAP gross margin by FY28 (100% earned upon achievement) .
2024 STI Financial Component Targets and Actuals
| Financial Performance Metric | Weight | Floor (50% Score) | Target (100% Score) | Ceiling (200% Score) | Actual Result | Score |
|---|---|---|---|---|---|---|
| Revenue ($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 | 10% | 3.5 | 3.8 | 4.1 | 3.0 | 0% |
| Weighted Average Financial Score | 70% | — | — | — | — | 14% |
Corporate Goals Component (Company-Wide)
| Category | Weight | Company Score |
|---|---|---|
| Revenue Outperformance | 7.5% | Included in 107% blended score |
| Profitable Growth | 7.5% | Included in 107% blended score |
| Manufacturing & Technology Leadership | 7.5% | Included in 107% blended score |
| Organizational Effectiveness | 7.5% | Included in 107% blended score |
PSU Components — Relative Value by Grant Year
| Award Year | TSR Component | Non-GAAP Gross Margin Component | New Product Qualification |
|---|---|---|---|
| 2024 | 39% | 61% | n/a |
| 2023 | 67% | 33% | n/a |
| 2022 | 60% | 20% | 20% |
Equity Ownership & Alignment
- Share Ownership Guidelines: All covered individuals (directors and executive officers) must hold 1–3x base salary/retainer within five years; CEO raised to 3.0x on Feb 14, 2024; the company states all covered individuals are in compliance .
- Hedging and pledging are prohibited for directors, officers, employees, and related parties under Ichor’s Insider Trading Policy .
- Clawback Policy: Executive incentive-based compensation is subject to SEC 10D-1/Nasdaq-compliant recoupment after restatements, with a three-year look-back .
Ownership Guidelines (Selected)
| Covered Individual | Guideline (multiple of base salary/retainer) |
|---|---|
| Chief Executive Officer | 3.0x |
| Chief Financial Officer | 1.0x |
| Board of Directors | 3.0x |
| Executive Officers (general policy) | 1–3x window (policy statement) |
Shares pledged as collateral are prohibited; this reduces alignment risk associated with pledging .
Employment Terms
- At-will employment applies per company policy; executive officers are covered by D&O insurance to the same extent as senior executives and directors; incentive-based compensation is subject to clawback per SEC/Nasdaq rules .
- Indemnification: Executive officers have contractual indemnification with advancement/reimbursement to the fullest extent permitted by law .
Select Severance Plan — Benefits Framework
| Scenario | Cash Severance | Bonus Treatment | Health Coverage | Equity Treatment |
|---|---|---|---|---|
| Non-Change-in-Control Termination (without cause; CEO good reason) | Base salary continuation for 12 months (18 months for CEO) | Prorated STI bonus for the year, based on actual results | Active employee rate during severance period | No automatic acceleration |
| Change-in-Control Related Termination (double-trigger) | Lump sum equal to 1.5x base + target bonus (2.0x for CEO) | Prorated STI bonus, based on actual results | Up to 18 months (24 months for CEO) | All RSUs/PSUs accelerate and vest at target if not assumed; otherwise accelerate upon termination |
The plan contains no excise tax gross-ups, requires release of claims, and includes non-solicit/confidentiality covenants; payments may be reduced to avoid excise tax when beneficial .
Performance & Track Record (Company Context)
| Year | Company TSR (Fixed $100) | Peer Group TSR (Fixed $100) | GAAP Net Income (Loss) ($USD Millions) | Non-GAAP Operating Margin |
|---|---|---|---|---|
| 2024 | $93 | $276 | $(20.820) | 2.2% |
| 2023 | $99 | $225 | $(42.985) | 2.9% |
| 2022 | $79 | $136 | $72.804 | 9.8% |
| 2021 | $136 | $212 | $70.899 | 10.7% |
| 2020 | $90 | $148 | $33.279 | 8.3% |
Investment Implications
- Alignment and governance: Strong policy framework—share ownership requirements, hedging/pledging prohibition, and clawback—supports alignment and reduces governance red flags; severance is double-trigger with no gross-ups, mitigating change-of-control risk optics .
- Incentive levers: Executive pay outcomes are sensitive to non-GAAP gross margin and operating margin, inventory turns, and relative TSR; RSU quarterly vesting and multi-year PSU targets may create periodic supply from executive vesting but individualized CHRO holdings/sales are not disclosed in filings reviewed .
- Performance backdrop: 2024 STI financial scores were low due to margin/turns misses while corporate goals scored 107%; investors should monitor execution against margin recovery and PSU thresholds (FY26 gross margin target and two consecutive quarters ≥20% by FY28) for future payout risk and alignment signals .
- Disclosure gap: CHRO-specific compensation and ownership details are not itemized in the proxy/8-Ks reviewed; absence of Form 4 and ownership tables limits precision on retention risk and potential selling pressure specific to Ms. Finucane .