Greg Swyt
ICHOR HOLDINGSAbout Greg Swyt
Greg Swyt, 64, is Chief Financial Officer of Ichor (since Aug 2023) and previously served as Chief Accounting Officer from Jan 2022; earlier roles include CFO of Silvaco, VP Finance at Onto Innovation/Nanometrics, and finance leadership at Intevac and Applied Materials, after 12 years in the U.S. Navy; he holds both a B.S. in Finance and an MBA from San Jose University . During his tenure, Ichor’s FY2024 revenue grew 5% to $849M with non-GAAP operating margin of 2.2% amid industry recovery and cost headwinds ; the company’s TSR “$100 invested” value was $93 in 2024 versus peer index $276 . His pay program is heavily at‑risk and equity-based, with annual RSUs and PSUs tied to relative TSR and non-GAAP gross margin milestones designed to emphasize long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ichor | CFO; previously Chief Accounting Officer | CFO since Aug 2023; CAO since Jan 2022 | Led finance during cycle trough/recovery; advanced cost and margin initiatives |
| Silvaco Group, Inc. | CFO | Joined Jun 2021 | Private EDA/IP provider finance leadership |
| Onto Innovation / Nanometrics | VP Finance; Corporate Controller; Interim CFO (Nanometrics) | Aug 2016–Oct 2019 (interim CFO Dec 2017–Oct 2019), then VP Finance at Onto | Supported merger, public company FP&A/controller leadership |
| Intevac, Inc. | Managing Director of Finance; Global Finance Controller | 2008–2016 | Division/global finance leadership |
| Applied Materials; Hewlett Packard; 2WIRE | Finance leadership roles | — | Large-cap tech finance and controllership experience |
| U.S. Navy | Officer | 12 years | Operational leadership foundation |
External Roles
No external public company directorships or committee roles disclosed in the proxy for Mr. Swyt .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $420,000 | $447,300 (~7% increase effective Apr 1, 2024) |
| Total Reported Compensation | — | $2,340,113 (Salary $440,325; Stock Awards $1,758,441; STI $129,847; Other $11,500) |
Performance Compensation
Short‑Term Incentive (STI) – structure and 2024 outcome
- Target bonus: 70% of base salary .
- Weighting: 70% financial (Revenue, non‑GAAP Gross Margin, non‑GAAP Operating Margin, Inventory Turns) + 30% corporate goals (four strategic categories) .
- Corporate goals pool scored at 107% for 2024; Mr. Swyt individual factor: 100% .
| 2024 Financial Metric (70% total) | Weight | Floor (50%) | Target (100%) | Ceiling (200%) | Actual | Score |
|---|---|---|---|---|---|---|
| Revenue ($M) | 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 Financial Score | 14% |
| 2024 STI Outcome | Value |
|---|---|
| STI Total Score (70% financial × 14% + 30% corporate × 107% × individual 100%) | 41.9% |
| STI Payout (cash) | $129,847 |
Long‑Term Incentive (LTI) – 2024 grants and design
| Grant Type | Grant Date | Target Value | Shares Granted | Vesting / Metrics |
|---|---|---|---|---|
| RSU | 5/15/2024 | $837,500 | 21,902 | 25% at 1‑yr anniversary, then equal quarterly over next 3 years, service‑based |
| PSU (2024 cycle) | 5/15/2024 | $787,500 | 20,595 target | 3 components: (1) Relative TSR vs Russell 2000 Semiconductor, single 3‑yr measure (39% weight) ; (2) FY2026 non‑GAAP gross margin target with 50–200% scale (part of 61% weight) ; (3) Two consecutive quarters ≥20% non‑GAAP gross margin by FY2028 (binary earn; included in 61% weight) |
| PSU Performance Component | 2024 Award Weight |
|---|---|
| Relative TSR (3‑yr, vs Russell 2000 Semiconductor) | 39% |
| Non‑GAAP Gross Margin components (FY2026 target and 2 consecutive ≥20% by FY2028) | 61% |
Notes:
- 2024 PSUs use a single end‑of‑period measurement (no “banking”), strengthening long‑term alignment based on shareholder feedback and consultant advice .
- Prior‑cycle PSU bankings show no earned/banked amounts disclosed for Mr. Swyt (2022/2023 tables list “—”) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 19,559 shares (<1%) |
| Shares Outstanding (Record Date 3/17/2025) | 34,112,963 |
| Ownership % of Outstanding | 0.057% (calc. = 19,559 / 34,112,963) |
| Acquirable within 60 days | 6,207 RSUs; 0 options |
| Options (exercisable/unexercisable) | None outstanding |
| Unvested RSUs at 12/27/2024 | 57,195 total = 21,902 (5/15/2024) + 22,237 (9/1/2023) + 9,404 (5/18/2023) + 3,652 (2/11/2022) (calc. from table) |
| Unearned PSUs at 12/27/2024 | 20,595 (2024 cycle, target) |
| Stock vested in 2024 | 18,675 shares vested; $624,522 value realized |
| Ownership Guidelines | CFO guideline 1.0× base salary; all covered individuals currently in compliance |
| Hedging/Pledging | Hedging and pledging of company stock prohibited |
| Clawback | Dodd‑Frank 10D‑compliant clawback of incentive‑based comp on restatement |
Employment Terms
| Term | Key Provisions |
|---|---|
| Offer Letter | CFO offer dated July 5, 2023; base salary and STI eligibility as set by HCC |
| Severance – Non‑CIC | 12 months base salary; pro‑rata STI (based on actual results); continued health coverage at active employee rate during severance period |
| Severance – Change‑in‑Control (double‑trigger) | 1.5× (base salary + target STI) lump sum; pro‑rata STI (actual results); up to 18 months health coverage; all stock awards accelerate and vest at target if terminated without cause/for good reason in CIC window or not assumed |
| Restrictive Covenants | Post‑termination non‑disparagement/confidentiality; non‑solicit applies during employment and severance period |
Potential payments as of 12/27/2024:
| Scenario | Base Salary | Cash Bonus | Health Benefits | RSUs & PSUs | Total (ex‑stock options) |
|---|---|---|---|---|---|
| Non‑CIC termination | $447,300 | $313,110 | $6,895 | — | $767,305 |
| CIC‑related termination | $670,950 | $782,775 | $9,193 | $2,440,272 | $3,903,190 |
Compensation Committee and Peer Group
- Human Capital Committee (comp committee) members during 2024: Iain MacKenzie (Chair), Wendy Arienzo, Marc Haugen, Sarah O’Dowd, and Yuval Wasserman; all independent under Nasdaq rules .
- Independent consultant: Aon’s Human Capital Solutions (Aon plc); committee determined independence and lack of conflicts .
- 2024 compensation peer group (17 companies): 3D Systems, Advanced Energy, Alpha & Omega Semi, Axcelis, Benchmark Electronics, Cohu, Enpro, FormFactor, Kulicke & Soffa, MACOM, Onto Innovation, OSI Systems, Photronics, SMART Global, Ultra Clean, Veeco Instruments, Xperi .
Compensation Structure Checks and Governance Provisions
- Mix and design: Increased focus on PSUs with 3‑year single measurement for TSR and long‑dated gross‑margin goals; stock options eliminated from employee grants since 2020 .
- 2025 Omnibus Incentive Plan features (if approved): no evergreen, no repricing without shareholder approval, no excise tax gross‑ups, 10‑year term, director award caps, awards subject to clawback .
- Related party transactions: None since beginning of 2024 .
Investment Implications
- Pay-for-performance alignment: Heavy weighting to equity and PSUs linked to relative TSR and step‑function gross‑margin achievements should reward durable margin expansion and market outperformance; failure to improve gross margin from 2024 levels (12.7% non‑GAAP) risks PSU under‑earning .
- Selling pressure/flow supply: RSUs vest quarterly following the first anniversary; Mr. Swyt had ~57.2k unvested RSUs and 20.6k target PSUs at 12/27/2024, implying ongoing periodic releases that could create modest technical supply, subject to trading windows and policy prohibitions on hedging/pledging .
- Retention and deal incentives: Double‑trigger CIC protection at 1.5× cash plus full equity acceleration at target balances retention with reasonable cost to shareholders; non‑CIC severance (12 months) provides baseline stability without excessive guarantees .
- Ownership alignment: Beneficial ownership of ~0.057% with compliance to a 1× salary holding requirement indicates baseline skin‑in‑the‑game; no options, and anti‑hedging/pledging policies bolster alignment quality .
- Governance risk: Robust clawback, no repricing, no gross‑ups, and lack of related‑party transactions reduce red flags; STI underperformance in 2024 (financial score 14%) demonstrates downside sensitivity of cash incentives when profitability targets are missed .