Phil Barros
ICHOR HOLDINGSAbout Phil Barros
Phil Barros (age 45) was appointed Chief Executive Officer and a director of Ichor Holdings on November 3, 2025, after serving as CTO since 2015 and senior engineering leadership roles since 2010; prior roles include engineering leadership at Celerity and Applied Materials. He holds a B.S. in Mechanical Engineering (San Jose State) and completed executive programs at Stanford and UC Berkeley; he is a named inventor on multiple patents and led development of proprietary valves, fittings, and substrate components now qualified with major customers . In FY2024, Ichor generated $849 million of revenue, with non-GAAP operating margin of 2.2%, and company TSR measured at $93 on a $100 base (per SEC pay-versus-performance), providing context for 2024 pay outcomes and 2025 incentive designs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ichor Holdings | CTO; SVP Engineering; VP Engineering | CTO since 2015; SVP Eng 2010–2015; VP Eng 2009–2010 | Led development of proprietary valves, fittings, and substrates; drove product roadmap and qualifications with major OEM customers |
| Celerity (predecessor to Ichor) | VP Engineering; Director, Systems Engineering | 2004–2009 | Built systems engineering capabilities; leadership pipeline into Ichor |
| Applied Materials | Engineering and management roles | 2000–2004 | Early-career engineering/management experience in leading semi-cap equipment supplier |
External Roles
- No other public company directorships disclosed in the cited filings; appointed to Ichor’s Board on Nov 3, 2025 .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 (CEO) |
|---|---|---|---|---|
| Base salary ($) | 433,781 | 437,000 | 452,300 | 700,000 (effective 11/3/2025) |
| Target bonus (% of salary) | — | — | 70% | 100% |
| Actual annual bonus ($) | 217,513 | 130,387 | 134,333 | — |
Notes:
- FY2025 compensation reflects CEO offer letter effective Nov 3, 2025; bonus for 2025 follows plan terms with 100% target as CEO .
Performance Compensation
Short-Term Incentive (STI) – FY2024 design and outcomes
| Metric (weight) | Floor (50%) | Target (100%) | Ceiling (200%) | Actual | Component score |
|---|---|---|---|---|---|
| Revenue (10%) | $800m | $855m | $900m | $849m | 95% |
| Non-GAAP Gross Margin (25%) | 14.7% | 15.5% | 16.2% | 12.7% | 0% |
| Non-GAAP Operating Margin (25%) | 4.1% | 4.6% | 5.2% | 2.2% | 0% |
| Inventory Turnover (10%) | 3.5x | 3.8x | 4.1x | 3.0x | 0% |
| Corporate Goals (30%) | 50%–200% scaling | 100% | 200% | 107% (company score) | 107% |
| Total STI score (Barros) | 42.9% | ||||
| STI payout ($) | 134,333 |
- STI structure: 70% financial (revenue, non-GAAP margins, inventory turns) and 30% corporate goals; individual corporate goal multiplier applied from company pool .
Long-Term Incentive (LTI) – Equity awards and performance metrics
2024 annual grants (grant date 5/15/2024):
- RSUs: target value $670,000; 17,521 shares; vest 25% on 5/15/2025, then quarterly over three years (through 5/15/2028) subject to service .
- PSUs: target value $630,000; 16,476 target shares; performance measured on three components; cliff vesting based on outcomes .
| 2024 PSU component | Weight | Target/performance construct | Vesting measurement |
|---|---|---|---|
| Relative TSR | 39% | Relative TSR vs Russell 2000 semiconductor index over 3-year period; 50%–200% scale | Measured at FY2026 year-end; cliff |
| Non-GAAP Gross Margin (FY2026) | Part of 61% | FY2026 non-GAAP GM target 19%; 50% at 18%; 200% at 20% | Measured at FY2026 year-end; cliff |
| Non-GAAP Gross Margin (2 consecutive quarters) | Part of 61% | Two consecutive quarters ≥20% non-GAAP GM by FY2028 (binary earn) | Earns/vests upon achievement; no scaling |
Program design signals:
- Stock options eliminated from the mix in 2020; LTI now primarily RSUs/PSUs, increasing certainty vs options and aligning to long-term metrics .
- No repricing of options/SARs without shareholder approval; no excise tax gross-ups; 10-year plan term; annual director comp caps .
Equity Ownership & Alignment
| Ownership item (as of 3/17/2025 or date specified) | Detail |
|---|---|
| Beneficial ownership (shares) | 18,394; <1% of outstanding |
| Shares acquirable within 60 days | Options: 1,403; RSUs: 5,195 |
| Unvested/Unearned equity at 12/27/2024 | RSUs: 17,521 (2024 grant) ; PSUs (target): 16,476 (2024 grant) ; plus 2023 RSUs 15,823; 2023 PSUs 7,575; 2022 RSUs 11,622 |
| Stock options outstanding | 1,403 options @ $21.76; exp. 5/12/2027 |
| Ownership guidelines | CEO 3.0x salary; Board 3.0x retainer; CFO 1.0x salary; all covered individuals compliant |
| Hedging/pledging | Prohibited for directors/officers/employees |
Potential vesting-related supply:
- RSUs from 5/15/2024 grant vest 25% on 5/15/2025 and quarterly thereafter; promotional CEO grant in 2025 has same 25%/quarterly structure (see Employment Terms), which could create periodic liquidity events subject to trading windows and plans .
Employment Terms
- CEO offer letter (effective Nov 3, 2025): at-will; base salary $700,000; target bonus 100% of salary; promotional equity grant $3.5 million grant-date fair value split 50% RSUs / 50% PSUs; RSUs vest 25% on first anniversary, then quarterly over four years; PSUs cliff-vest at end of year 3 based on performance; continued participation in 2025 Omnibus Equity Incentive Plan .
- Severance and CIC protection: Eligible under the Amended & Restated Select Severance Plan. For CEOs: Non-CIC termination without cause/good reason → 18 months base salary continuation, pro-rata bonus based on actuals, subsidized health benefits; CIC-related double-trigger (within 90 days pre-signing to 12 months post close) → 2.0x salary+target bonus in a lump sum, pro-rata bonus based on actuals, up to 24 months health, and full acceleration of equity at target upon qualifying termination .
- Clawback: Incentive compensation subject to company clawback policy adopted under Exchange Act Rule 10D-1; acknowledged in CEO letter .
- Covenants: Post-termination obligations include non-solicitation for the severance period, perpetual confidentiality/non-disparagement; no non-compete disclosed in plan summary .
- D&O insurance coverage at parity with other senior executives and directors .
Board Governance (Director Service, Committees, Independence)
- Board appointment: Barros was appointed to Ichor’s Board concurrent with his CEO promotion on Nov 3, 2025 .
- Committee roles: None disclosed for Barros; employee directors typically do not serve on Board committees (no assignment stated in filings) .
- Leadership structure and independence context: Ichor separates the roles of Chairman and CEO; as of 2025 the Chairman role transitioned to Lead Independent Director Iain MacKenzie, reinforcing independent oversight. The Board holds regular executive sessions and maintains a lead independent director role .
- Director compensation: Applies to non-employee directors only; as CEO-director, Barros would not receive director fees/equity under the non-employee program .
Compensation Committee Analysis (Governance and Process)
- 2024 Human Capital Committee members included Iain MacKenzie (Chair), Wendy Arienzo, Marc Haugen, Sarah O’Dowd, and Yuval Wasserman; all members determined independent under Nasdaq/SEC rules .
- Independent consultant: Aon’s Human Capital Solutions advised the committee; independence confirmed; peer group reviewed annually .
- “What we don’t do” governance: no single-trigger CIC, no option repricing without shareholder approval, no hedging/pledging, no tax gross-ups, no executive pensions/SERPs .
Peer Group (for benchmarking)
- 2024 peer group (17 companies) includes: 3D Systems (DDD), Advanced Energy (AEIS), Alpha and Omega Semi (AOSL), Axcelis (ACLS), Benchmark (BHE), Cohu (COHU), Enpro (NPO), FormFactor (FORM), Kulicke & Soffa (KLIC), MACOM (MTSI), Onto Innovation (ONTO), OSI Systems (OSIS), Photronics (PLAB), SMART Global (SGH), Ultra Clean (UCTT), Veeco (VECO), Xperi (XPER) .
Related Party and Risk Indicators
- Related party transactions: None since the beginning of 2024; policy requires Audit Committee review and independent director approval for any future related person transactions .
- Litigation/indemnification: No pending litigation naming any directors or officers, and indemnification agreements in place .
- Equity plan controls: 2025 Omnibus Plan removes evergreen, installs director pay caps, prohibits repricing without shareholder approval; burn rate 1.44% in FY2024; fully diluted overhang upon plan approval estimated at 12.3% .
Multi‑Year Equity Awards and Outstanding Holdings (select details)
| Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual RSU grant – target value | $1,220,036 | $1,186,939 | $670,000 |
| Annual PSU grant – target value | — | — | $630,000 |
| Shares granted – RSUs | — | 15,823 (2023 grant) | 17,521 (2024 grant) |
| Target shares – PSUs | — | 7,575 (banked/target) | 16,476 (2024 target) |
Options detail (as of 12/27/2024):
- 1,403 options exercisable @ $21.76; expiring 5/12/2027 .
Performance & Track Record (qualitative)
- Product leadership: As CTO, Barros led development of proprietary components now qualified or in final qualification with major customers, underpinning Ichor’s transition toward higher-margin, proprietary content .
- Succession rationale: Board’s succession process concluded an internal technology leader best aligned to revenue growth and profitability objectives; Chair cited Barros’ deep business/technology knowledge as key to next phase .
Investment Implications
- Alignment: CEO package heavily equity-based (50% PSUs/50% RSUs), with PSUs tied to multi-year TSR and gross margin milestones; CEO ownership guideline at 3x salary with hedging/pledging prohibitions supports shareholder alignment .
- Retention risk and overhang: Promotional $3.5m grant plus annual awards drive meaningful unvested equity; vesting cadence (annual 25% + quarterly RSUs; 3-year PSU cliffs) creates multi-year retention hooks but may introduce periodic selling pressure around vest dates (subject to windows/10b5-1) .
- Pay-for-performance: 2024 STI paid below target (Barros total 42.9%, $134k) as non-GAAP margins/turns missed targets despite revenue near goal—consistent with the company’s pay-versus-performance framework and 2024 operating outcomes .
- Protections and costs: Double-trigger CIC with 2.0x multiple for CEO and equity acceleration upon qualifying termination provides standard market protection; no tax gross‑ups and no single-trigger benefits mitigate shareholder risk .
Appendix: Board Service Note
- Service history: Appointed to Ichor Board effective Nov 3, 2025; no committee assignments disclosed to date; independence status is non‑independent as CEO; Ichor maintains separated Chair/CEO with a Lead Independent Director framework .