Laura Black
ICHOR HOLDINGSAbout Laura Black
Independent director at Ichor Holdings since 2019, age 63, with ~6.1 years of board tenure. She chairs the Nominating & Corporate Governance Committee and serves on the Audit Committee; the Board has affirmatively determined she is independent under SEC and Nasdaq rules, and she qualifies as an “audit committee financial expert.” Her background includes senior investment banking roles and engineering experience; education comprises an M.S. in Management (Stanford), M.S. in Electrical Engineering (Santa Clara), and B.S. in Electrical Engineering (UC Davis).
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Needham & Company | Managing Director | 1999–current | Senior investment banker advising technology companies on M&A, IPOs, and equity financings. |
| Black & Company | Managing Director, Corporate Finance | 1995–1999 | Corporate finance leadership in technology sectors. |
| TRW Avionics & Surveillance Group | Director, M&A | 1993–1995 | Transaction leadership in aerospace/defense. |
| TRW ESL | Electrical Engineer | 1983–1992 | Engineering experience underpinning technical literacy. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viavi Solutions Inc. (VIAV) | Director | 2018–present | Public company directorship; technology/communications exposure. |
| Super Micro Computer (SMCI) | Director | 2012–2019 | Public company directorship; systems hardware exposure. |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit. The Audit Committee identified her (and John Kispert, Jorge Titinger) as “audit committee financial experts.”
- Independence: Board determined Laura Black is independent under SEC/Nasdaq; she also meets Rule 10A-3 (Audit Committee) independence requirements.
- Attendance and engagement: In 2024 the Board, Audit, Human Capital, and Nominating committees each held 5 meetings; every incumbent director attended at least 75% of applicable meetings, and all 10 directors attended the 2024 annual meeting.
- Risk oversight: As Nom/Gov Chair, she oversees governance risks (director independence/qualifications, Board composition, succession, Board effectiveness, ESG oversight); as Audit member, she oversees ERM, financial reporting, internal controls, compliance, related-party transactions, and cybersecurity (including AI-related risks).
Fixed Compensation (Non-Employee Director – 2024)
| Element | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $80,000 | Reflects Board retainer plus committee chair/member retainers. |
| Stock Awards (grant-date fair value) | $150,016 | RSU grant valued per ASC 718. |
| Total | $230,016 | 2024 non-employee director compensation. |
| 2024 Director Compensation Program | Compensation Amount |
|---|---|
| Annual Board Cash Retainer – Chairman | $110,000 (quarterly installments) |
| Annual Board Cash Retainer – Lead Independent Director | $85,000 (quarterly) |
| Annual Board Cash Retainer – All Other Non-Employee Directors | $60,000 (quarterly) |
| Committee Chair Additional Cash Retainer – Audit | $20,000 (quarterly) |
| Committee Chair Additional Cash Retainer – Human Capital | $15,000 (quarterly) |
| Committee Chair Additional Cash Retainer – Nominating & Corporate Governance | $10,000 (quarterly) |
| Committee Member Additional Cash Retainer – Audit | $10,000 (quarterly) |
| Committee Member Additional Cash Retainer – Human Capital | $7,500 (quarterly) |
| Committee Member Additional Cash Retainer – Nominating & Corporate Governance | $5,000 (quarterly) |
| Annual Board Equity Retainer | RSUs valued at $150,000; granted at annual meeting; vest immediately prior to next annual meeting, subject to continued service |
| Initial Equity Awards (for new directors) | RSUs valued at $150,000; grant following appointment; vest over three years, subject to service |
Note: Her $80,000 cash fees are consistent with a $60,000 Board retainer plus $10,000 Audit member retainer and $10,000 Nominating & Governance chair retainer.
Performance Compensation (Director Equity Structure)
| Equity Component | Grant Value | Vesting | Outstanding as of Dec 27, 2024 |
|---|---|---|---|
| Annual RSU Retainer | $150,000 | Vests immediately prior to next annual meeting (continued service) | 3,923 unvested RSUs |
| Stock Options | — | — | None outstanding |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Metrics (Revenue/EBITDA/TSR/ESG) | Not applicable; director RSUs are time-based per program disclosure. |
Other Directorships & Interlocks
- Current public boards: Viavi Solutions Inc. (VIAV). Prior: Super Micro Computer (SMCI). No related-party transactions were reported since the beginning of 2024.
Expertise & Qualifications
- Financial/audit literacy and designated “audit committee financial expert” by the Board; significant M&A and capital markets advisory experience.
- Risk, cybersecurity, and privacy oversight experience noted in director skills matrix.
- Technical grounding from engineering roles and advanced degrees; industry exposure spanning software, IT infrastructure, and industrial technology.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Reference Date |
|---|---|---|---|
| Laura Black | 32,776 | <1% | Record Date: March 17, 2025 |
| Outstanding Equity Awards (as of Dec 27, 2024) | Amount |
|---|---|
| Unvested RSUs | 3,923 |
| Stock Options | — |
| Ownership Alignment Policies | Disclosure |
|---|---|
| Director Stock Ownership Guideline | 3.0x annual retainer; compliance for all Covered Individuals reported as current |
| Hedging/Pledging | Prohibited for directors, officers, and employees under Insider Trading Policy |
Governance Assessment
- Investor support: 2025 AGM say-on-pay passed with 28,458,059 “For,” 1,720,549 “Against,” 32,058 “Abstain,” indicating strong support for compensation governance.
- Director election signal: Laura Black received 26,317,640 “For,” 3,731,635 “Against,” 161,391 “Abstain,” with 2,054,612 broker non-votes; the elevated “Against” relative to some nominees may warrant monitoring of shareholder concerns around committee leadership, independence, or board composition.
- Committees and effectiveness: As Nom/Gov Chair and Audit member (financial expert), she is positioned at the nexus of board composition, ESG oversight, and financial risk governance—areas investors scrutinize for board quality.
- Conflicts and red flags: No related-party transactions since 2024; hedging/pledging prohibited; indemnification agreements standard; director equity is time-based with no option repricing and no tax gross-ups disclosed in compensation governance practices.
RED FLAGS/Watch items
- 2025 director vote showed 3,731,635 “Against” for Laura Black; investors may be signaling views on committee leadership, tenure, or broader governance issues—track future vote trends and any engagement disclosures.
- Continue to monitor for any investment banking-related conflicts; current disclosure states no related-party transactions and strong pre-approval/audit oversight of related-person transactions.
2025 Shareholder Vote Detail (Signal)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Laura Black | 26,317,640 | 3,731,635 | 161,391 | 2,054,612 |
| Say-on-Pay (Advisory) | 28,458,059 | 1,720,549 | 32,058 | 2,054,612 |
Additional Governance References
- Audit Committee report and pre-approval policies; committee composition including Laura Black.
- Board committees, meetings, and attendance expectations (each committee held 5 meetings in 2024; incumbents ≥75% attendance; all directors attended 2024 AGM).
- Board leadership, independence mix (post-Annual Meeting: seven independent, two non-independent).