John Kispert
ICHOR HOLDINGSAbout John Kispert
Independent director at Ichor Holdings since 2018 (tenure ~6.4 years), age 61. He chairs the Audit Committee and serves on the Nominating & Corporate Governance Committee; the Board has designated him an “audit committee financial expert.” Prior roles include CEO of Spansion and President/COO and CFO/EVP at KLA-Tencor; he is Managing Partner at Black Diamond Ventures. Education: MBA (UCLA), BA (Grinnell). Independence: the Board determined he is independent under Nasdaq rules. Attendance/engagement: in 2024 the Board and each committee met five times; each incumbent director attended at least 75% of aggregate Board and committee meetings, and all ten directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Diamond Ventures | Managing Partner | 2016 – current | Leads sourcing, selection, and value-add across early to late stage companies |
| Spansion, Inc. | Chief Executive Officer | 2009 – 2015 | Led turnaround and operations at global memory company |
| KLA-Tencor (KLA) | President & COO; prior CFO/EVP and other senior roles | 1995 – 2009 | Senior operating and financial leadership in semiconductor capital equipment |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| XJet Ltd. | Director | 2022 – present | Additive manufacturing |
| ESS Technology, Inc. | Chairman | 2019 – present | Semiconductor/audio SoCs |
| Spansion, Inc. | Director | 2010 – 2015 | Memory |
| Barracuda Networks Inc. | Director | 2016 – 2018 | Security |
| TriNet Group Inc. | Director | 2014 – 2017 | HR services |
| Gigamon Inc. | Director | 2013 – 2017 | Networking |
Board Governance
| Item | Detail |
|---|---|
| Committees | Audit Committee (Chair); Nominating & Corporate Governance Committee (Member) |
| Financial Expert | Audit committee financial expert (Reg S-K 407(d)(5)) |
| Risk Oversight Areas | Audit oversees financial reporting, internal controls, compliance, related party transactions, and cybersecurity/information security (including AI risks) |
| Independence | Board determined Kispert is independent under SEC/Nasdaq standards |
| Attendance | 2024: Board (5), Audit (5), Human Capital (5), Nominating & Governance (5) meetings; each incumbent director attended ≥75% of aggregate meetings; all ten directors attended 2024 AGM |
Fixed Compensation
| Component (2024) | Amount/Terms |
|---|---|
| Board cash retainer (Non-employee Director) | $60,000 paid quarterly |
| Audit Committee Chair retainer | $20,000 paid quarterly |
| Nominating & Corporate Governance Committee member retainer | $5,000 paid quarterly |
| Total cash earned (Kispert) | $85,000 |
| Annual equity retainer | RSUs valued at $150,000, granted at election, vest immediately prior to next year’s annual meeting, subject to continued service |
| Stock awards (grant-date fair value reported for 2024) | $150,016 |
| Total reported director compensation (2024) | $235,016 |
| Director ownership guideline | 3.0x annual Board retainer; all covered individuals are in compliance |
Performance Compensation
| Component | Metrics | Notes |
|---|---|---|
| Director equity | None (time-based RSUs only) | Annual RSUs vest immediately prior to the next annual meeting; no performance metrics disclosed for non-employee directors |
Other Directorships & Interlocks
- Human Capital Committee interlocks: Company discloses no interlocks or insider participation for the Human Capital Committee in 2024. No member of the Committee has been employed by the company; no cross-board interlocks with Ichor executives disclosed.
- Related party transactions: none since the beginning of 2024; none currently proposed.
Expertise & Qualifications
- Financial and audit expertise (designated audit committee financial expert); extensive operating and financial leadership at KLA and as CEO of Spansion; venture investing leadership at Black Diamond Ventures.
- Cybersecurity/risk oversight experience via Audit Committee remit (including AI-related risks).
- Strategic transactions/M&A and technology/R&D exposure from long semiconductor lifecycle and executive roles.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/17/2025) | 35,222 shares; <1% of class (company discloses “*” for <1%) |
| Unvested RSUs outstanding (12/27/2024) | 3,923 |
| Stock options outstanding (12/27/2024) | — |
| Shares acquirable within 60 days (from RSU vesting/options) | RSUs: 3,923; Options: 0 |
| Hedging/pledging | Prohibited by insider trading policy (no hedging; no holding in margin accounts or pledging) |
| Ownership guideline & status | Directors: 3.0x retainer multiple; company states all covered individuals are in compliance |
Governance Assessment
-
Strengths
- Independent director; Audit Committee Chair and designated financial expert—strong financial reporting oversight and credibility with investors.
- Audit remit includes cybersecurity and AI-related risks, aligning with current investor risk priorities.
- Solid engagement: ≥75% meeting attendance standard met by all incumbents; all directors attended 2024 AGM.
- Pay and alignment: Majority of compensation delivered in equity via time-based RSUs; clear director ownership guideline (3x retainer) with disclosed compliance.
- No related-party transactions; hedging and pledging prohibited; clawback policy in place; no excise tax gross-ups under the 2025 plan.
-
Watch items / potential red flags
- None disclosed specific to Kispert. Director equity is time-based (no performance conditions), which is standard for non-employee directors but offers less explicit performance linkage versus PSU structures used for executives.