Jorge Titinger
ICHOR HOLDINGSAbout Jorge Titinger
Independent director of Ichor Holdings, Ltd. (ICHR), age 63, serving since 2022 with 2.8 years of tenure; currently a member of the Audit Committee and the Nominating & Corporate Governance Committee, and designated by the Board as an audit committee financial expert. Titinger brings 30+ years of semiconductor equipment and computing leadership, including CEO roles at Silicon Graphics (SGI) and Verigy, and runs Titinger Consulting. He holds B.S., M.S. in Electrical Engineering and an M.S. in Engineering Management & Business from Stanford University. The Board has affirmatively determined he is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Titinger Consulting | CEO | 2016–present | Advises tech/semicap companies; governance expertise |
| Silicon Graphics, Inc. (SGI) | CEO | 2012–2016 | Led turnaround; public-company governance experience |
| Verigy, Ltd. | CEO | 2011–2012 | Executed strategy in test equipment segment |
| FormFactor, KLA-Tencor, Applied Materials, Hewlett Packard | Various senior executive roles | Prior to 2011 | Deep semicap operations/finance/commercial experience |
External Roles
| Company | Ticker | Role | Tenure |
|---|---|---|---|
| FormFactor, Inc. | FORM | Director | 2021–present |
| Axcelis Technologies, Inc. | ACLS | Director | 2019–present |
| CalAmp Corp. | CAMP | Director | 2015–present |
| Cohu, Inc. | COHU | Director | 2018–2021 |
| Hercules Capital, Inc. | HCLS | Director | 2017–2020 |
| Xcerra Corporation (acquired by Cohu) | XCRA | Director | 2012–2018 |
| Silicon Graphics, Inc. | SGI | Director/CEO | 2012–2016 |
| Verigy, Ltd. | VRGY | Director/CEO | 2011–2012 |
| Hispanic Foundation of Silicon Valley; Stanford Children’s Hospital; Education Foundation of Silicon Valley | — | Non-profit board roles | Various |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; Audit chaired by John Kispert; Nominating chaired by Laura Black. Titinger is designated an audit committee financial expert.
- Independence: Board determined Titinger is independent under Nasdaq/SEC rules, including audit-committee independence.
- Attendance: Board held 5 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 AGM.
- Executive sessions and leadership: Independent directors hold regular executive sessions chaired by the Lead Independent Director; separation of Chair and CEO; ongoing board refresh and succession planning.
- Related-party safeguards: Formal Related Person Transactions policy; no related-person transactions since the beginning of 2024.
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $60,000 | Paid quarterly |
| Committee member retainers | Audit: $10,000; Human Capital: $7,500; Nominating: $5,000 | Paid quarterly |
| Committee chair retainers | Audit: $20,000; Human Capital: $15,000; Nominating: $10,000 | Paid quarterly |
| Chair/Lead Independent retainers | Chair: $110,000; Lead Independent: $85,000 | Paid quarterly |
| 2024 Director Compensation (Titinger) | Amount |
|---|---|
| Fees earned or paid in cash | $67,500 |
| Stock awards (grant-date fair value) | $150,016 |
| Total | $217,516 |
Performance Compensation
| Equity Component | Grant Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Annual Board RSU retainer | $150,000 | Effective as of election at annual meeting | Vests immediately prior to next year’s annual meeting, subject to continued service | Applies to non-employee directors including Titinger |
| Initial RSU award upon appointment (if applicable) | $150,000 | Next Board meeting following appointment | Vests over three years, subject to continued service | Applicable for new directors |
| Outstanding Director Equity (as of Dec 27, 2024) | Amount |
|---|---|
| Unvested RSUs outstanding (Titinger) | 5,308 |
| Stock options outstanding (Titinger) | — |
- No performance-vesting equity for directors; RSUs are time-based and align with shareholder interests via share price exposure. The 2025 Omnibus Plan caps non-employee director awards at $750,000 per year ($1,000,000 in start/special-role years); prohibits option/SAR repricing and excise tax gross-ups; awards subject to clawback.
Other Directorships & Interlocks
- Industry interlocks: Current service on Axcelis (implant equipment) and FormFactor (test), both semicap suppliers; CalAmp (telematics). These roles increase sector insight and information flow but could present potential related-party concerns if transactions existed; Ichor discloses no related-person transactions in 2024.
- Policy: Related-person transactions require Audit Committee review/Board approval; interested directors must recuse.
Expertise & Qualifications
- Credentials: Former CEO (SGI, Verigy); senior roles at KLA, Applied Materials, HP; audit committee financial expert designation.
- Technical and operational depth: Semiconductor manufacturing, supply chain, strategic transactions/M&A, cybersecurity/risk; global operating experience.
- Education: Stanford University—B.S., M.S. Electrical Engineering; M.S. Engineering Management & Business.
Equity Ownership
| Measure (as of Record Date Mar 17, 2025) | Amount |
|---|---|
| Beneficial ownership (shares) | 8,447 (<1%) |
| Shares acquirable within 60 days via RSU vesting | 3,923 |
| Shares acquirable within 60 days via options | — |
| Ownership guideline | 3.0x annual Board retainer; all Covered Individuals in compliance |
| Hedging/pledging | Prohibited for directors and related parties by Insider Trading Policy |
Governance Assessment
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Strengths:
- Independence and financial expertise: Independent director; audit committee financial expert; sits on two key committees central to oversight (audit, governance).
- Engagement and attendance: Met attendance thresholds; full director attendance at AGM.
- Pay alignment and safeguards: Director pay majority in equity RSUs; formal clawback policy; no hedging/pledging; no excise tax gross-ups; no option/SAR repricing under 2025 Plan.
- Ownership alignment: RSUs outstanding; compliance with 3x retainer ownership guideline for directors.
- Conflict controls: Formal related-person transaction review; no related-person transactions in 2024.
-
Potential watch items:
- Industry interlocks: Concurrent seats at semicap companies (e.g., Axcelis, FormFactor) heighten sensitivity to potential conflicts or information flow issues; current disclosures show no related-party transactions. Continue monitoring future proxies and Form 4 filings for any transactions or pledging changes.
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RED FLAGS: None disclosed related to attendance, hedging/pledging, tax gross-ups, option repricing, or related-party transactions for Titinger.