Iain MacKenzie
ICHOR HOLDINGSAbout Iain MacKenzie
Iain MacKenzie (age 66) is Lead Independent Director at Ichor Holdings (ICHR), serving on the board since 2015 (tenure ~9.5 years). He is Chair of the Human Capital Committee (compensation committee) and has been designated to become Chairman of the Board effective after the May 14, 2025 Annual Meeting as part of the board’s refresh and succession plan. He is a former President & CEO of SMART Global Holdings and holds a Higher National Diploma in Mechanical and Production Engineering and an Ordinary National Diploma in Electrical/Electronics Engineering from Kirkcaldy College of Technology, Fife University, Scotland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SMART Global Holdings (incl. prior SMART entities) | President & CEO; President; VP Worldwide Operations; GM Europe | 2005–2018 (CEO); 2002–2005 (President); earlier senior ops roles 1997–2002 | Led global operations, engineering, sales; multi-year CEO experience in technology/manufacturing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SMART Global Holdings (SGH) | Director | 2004–2019 (retired) | No current public company directorships disclosed beyond ICHR |
Board Governance
- Roles and independence: Lead Independent Director; independent under Nasdaq and SEC rules; Chair of Human Capital Committee (compensation). Not a member of Audit or Nominating & Corporate Governance Committees .
- Chair transition: The board decided MacKenzie will replace Thomas Rohrs as Chairman effective after the 2025 AGM as part of planned refresh; Rohrs is expected to remain on the board through his next term if re-elected .
- Executive sessions: Independent directors hold regular executive sessions chaired by the Lead Independent Director .
- Attendance: In 2024, the Board and each standing committee met 5 times; each incumbent director attended at least 75% of aggregate Board/committee meetings; all ten then-current directors attended the 2024 annual meeting .
- Committee independence and expertise: Human Capital (compensation) committee members (including MacKenzie as Chair) are independent under Rule 10C-1; committee oversees CEO and executive compensation, shareholder engagement on pay, and leadership/succession .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Lead Independent Director annual cash retainer | $85,000 | Paid quarterly |
| Human Capital Committee Chair cash retainer | $15,000 | Paid quarterly |
| Total cash fees earned (MacKenzie) | $100,000 | Matches director comp table |
| Meeting fees | None | Not part of policy |
Program reference:
- All other non-employee directors: $60,000 cash retainer; Audit Chair $20,000, Human Capital Chair $15,000, Nominating Chair $10,000; committee member retainers (Audit $10,000; Human Capital $7,500; Nominating $5,000) .
Performance Compensation
| Element | Grant Value (2024) | Instrument | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual equity retainer | $150,016 | RSUs | Grant at AGM; vests immediately prior to next year’s AGM (service-based) | None (time-based only) |
- Unvested RSUs outstanding at 12/27/2024 (MacKenzie): 3,923; stock options outstanding: none .
- Non-employee director annual award limit (2025 Plan): $750,000 per year (up to $1,000,000 in a year if first joining, serving on a special committee, or serving as lead director or non-executive chair) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed besides ICHR |
| Prior public company boards | SMART Global Holdings (Director, 2004–2019) |
| Compensation committee interlocks | None. No executive officer at Ichor served on the board or comp committee of a company where an Ichor director/executive served, in 2024 |
| Related-party transactions | None since beginning of 2024; policy requires Audit Committee review/approval; no transactions proposed |
Expertise & Qualifications
- Executive leadership (technology/manufacturing CEO), semiconductor supply chain, operations/engineering, sales, and financial/audit literacy; designated qualifications explicitly include Leadership & Executive Experience; Semiconductor Manufacturing; Supply Chain; Human Capital Management; Financial/Audit; Strategic Transactions/M&A; Sales & Marketing; Technology/R&D .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Class | Components |
|---|---|---|---|
| Iain MacKenzie | 29,674 shares | <1% | Includes RSUs vesting within 60 days: 3,923; stock options exercisable within 60 days: 0 |
Additional alignment features:
- Director ownership guideline: 3.0x annual board retainer; all covered individuals (including directors) are in compliance as of the report date .
- Hedging/pledging: Prohibited for directors and employees; no holding in margin accounts or pledging allowed per Insider Trading Policy .
Governance Assessment
-
Strengths and investor confidence signals
- Independence and leadership: MacKenzie serves as Lead Independent Director and will assume the Chair role post-AGM 2025, reinforcing independent oversight and planned succession at the board level .
- Active governance: Chairs the Human Capital Committee, which controls CEO/executive pay design, uses an independent compensation consultant (Aon), maintains a clawback policy compliant with SEC/Nasdaq, and prohibits hedging/pledging—aligned with shareholder-friendly practices .
- Alignment: Director equity is delivered as RSUs with one-year vesting tied to continued service; director ownership guideline at 3x retainer with full compliance reported .
-
Watch items
- Attendance disclosure is at the aggregate level (≥75% for all incumbents), not individual—continued monitoring of per-director attendance and engagement is prudent .
- As incoming Chair while also chairing the compensation committee, reassessment of committee leadership post-transition could help maintain optimal role separation and workload balance (board indicates refresh underway) .
-
Overall: MacKenzie brings deep semiconductor operating experience and long-tenured board service, with clear independence and leadership credentials. The planned elevation to Chairman, strong compensation governance, robust anti-hedging/pledging policy, and ownership guidelines collectively support board effectiveness and alignment with shareholders .