Thomas Rohrs
ICHOR HOLDINGSAbout Thomas Rohrs
Thomas “Tom” Rohrs, age 74, has served on Ichor’s Board since 2012 (tenure ~13.2 years) and is currently Chairman; he previously served as Ichor’s CEO from 2014–2020. He holds an MBA from Harvard Business School and a B.S. in Mechanical Engineering from the University of Notre Dame. The Board has disclosed he is a non-independent director (former CEO), and plans a leadership transition to an independent chair after the 2025 AGM while keeping Rohrs on the Board through his next term if re-elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ichor Holdings | Chief Executive Officer | 2014–2020 | Led company as CEO; provides institutional knowledge as former CEO |
| Skyline Solar | CEO and Chairman | 2010–2012 | Operational and strategic leadership |
| Electroglas | CEO and Chairman | 2006–2009 | Turnaround/operations in semiconductor equipment |
| Applied Materials | Sr. VP, Global Operations; Executive Committee | 1997–2002 | Large-scale operations and supply chain expertise |
| Silicon Graphics (SGI) | VP, Worldwide Operations | 1992–1997 | Complex manufacturing operations leadership |
External Roles
| Organization | Role | Tenure | Current/Former |
|---|---|---|---|
| Advanced Energy (AEIS) | Director | 2006–2022 | Former |
| Intevac (IVAC) | Director | 2010–2022 | Former |
| Quanergy Systems | Director | 2020–2023 | Former |
| Magma Design Automation (acquired by Synopsys) | Director | 2003–2012 | Former |
| Ultra Clean Technology (UCTT) | Director | 2003–2009 | Former |
| Electroglas | Director | 2004–2009 | Former |
Board Governance
- Role: Chairman of the Board; not assigned to Audit, Human Capital (Compensation), or Nominating & Corporate Governance committees (none) .
- Independence: Non-independent director (former CEO); Board will be 7 independent and 2 non-independent directors (CEO Andreson and Rohrs) post-AGM .
- Attendance: Board met 5 times in 2024; each incumbent director attended at least 75% of aggregate meetings; all ten directors attended the 2024 AGM .
- Leadership transition: Board refresh plan to appoint Iain MacKenzie (Lead Independent Director) as Chairman after the 2025 AGM; Rohrs expected to remain on the Board through his next term, improving chair independence .
- Risk oversight and governance processes detailed, including committee charters and Board self-evaluation .
Fixed Compensation
| Compensation Element (2024) | Amount | Notes |
|---|---|---|
| Chairman cash retainer | $110,000 | Paid quarterly; Chairman rate per policy |
| Committee chair/member fees | $0 | Not on committees |
| Total fees earned in cash (2024) | $110,000 | Per director compensation table |
Performance Compensation
| Equity Element (2024) | Grant Value | Structure | Vesting/Terms |
|---|---|---|---|
| Annual RSU grant | $150,016 | Non-employee director equity retainer | Granted at annual meeting; vests immediately prior to next year’s AGM, subject to service |
| Performance metrics tied to director equity | None disclosed | Director RSUs are time-based; no performance targets for directors | Per director program description |
Additional equity detail: As of December 27, 2024, Rohrs had 3,923 unvested RSUs outstanding and legacy stock options outstanding (178,908) from prior grants; options have not been granted to directors under the current program and the company eliminated options from employee grant mix in 2020 .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public company boards | None disclosed as current in proxy biography (all listed roles have end dates) |
| Industry ties | Prior directorships at Advanced Energy and Ultra Clean (supplier/peer in semi equipment subsystems) and executive background at Applied Materials; useful industry network, but no related-party transactions disclosed |
| Interlocks/Conflicts | Human Capital Committee interlocks: none disclosed; no insider participation conflicts noted |
Expertise & Qualifications
- Executive leadership, semiconductor manufacturing process knowledge, supply chain, financial/audit, strategic transactions/M&A, and technology/R&D expertise; extensive CEO background and operational experience in semiconductor capital equipment .
- The Board’s skills matrix emphasizes leadership, institutional knowledge, semiconductor process knowledge, and supply chain—areas where Rohrs is marked as qualified .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership | 101,595 shares | <1% of outstanding (asterisk denotes <1%) |
| Shares acquirable within 60 days – Options | 53,908 | Vested/exercisable within 60 days |
| Shares acquirable within 60 days – RSUs | 3,923 | Director annual grant in vesting window |
| Unvested RSUs outstanding | 3,923 | As of 12/27/2024 |
| Stock options outstanding | 178,908 | Legacy awards; not reflective of current director grant mix |
| Ownership guidelines | 3.0x annual board retainer for directors; all covered individuals in compliance | Alignment policy; compliance affirmed |
| Hedging/pledging | Prohibited for directors under insider trading policy | Strengthens alignment; no pledging allowed |
Governance Assessment
- Positives: Strong operational and semiconductor equipment expertise; institutional knowledge as former CEO; good meeting attendance; Board plans to transition to independent chair; robust ownership guidelines with compliance; hedging/pledging prohibited; no related-party transactions in 2024 .
- Watch items/RED FLAGS: Non-independent Board Chair until post-2025 AGM; significant legacy option holdings (178,908) may add leverage to equity exposure versus pure RSU alignment, although current director equity is RSU-based and no new option repricings without shareholder approval per plan features .
Compensation structure context: Director pay mix is moderate (cash retainer + time-based RSUs). Company’s 2025 Omnibus Plan includes governance-friendly features (no evergreen, no option/SAR repricing without shareholder approval, clawbacks, director compensation caps) .
Attendance/Engagement: Meets attendance expectations and Board emphasizes executive sessions led by the Lead Independent Director; formal self-evaluation processes in place .
Related parties: No related-person transactions since the beginning of 2024; policy requires Audit Committee and Board review and recusals for any such items .
Say-on-pay & shareholder feedback: Advisory vote applies to NEOs; not directly to director compensation, but Human Capital Committee engages with shareholders on compensation matters .
Change-in-control mechanics (equity): Plan allows assumption/substitution, cash-out at change-in-control price, or acceleration at Committee discretion; no excise tax gross-ups .
Committee composition: Rohrs is not serving on audit or compensation committees, consistent with best practices to limit non-independent influence on oversight committees .
Insider Trades
- Not disclosed in the proxy; refer to SEC Forms 4 for transaction-level details. No hedging or pledging allowed under the company’s insider trading policy .
Fixed Compensation – Detailed (Program Reference)
| Program Element | Amount | Vesting/Timing |
|---|---|---|
| Cash retainer – Chairman | $110,000 | Quarterly |
| Equity retainer – RSUs | $150,000 grant-date value | Grant at annual meeting; vest prior to next AGM subject to service |
Performance Compensation – Metrics Table (Directors)
| Metric Category | Applicability to Director Compensation | Source |
|---|---|---|
| Financial metrics (Revenue, EBITDA, TSR) | Not applied to director RSUs (time-based only) | |
| ESG/other performance goals | Not disclosed/applicable for directors |
Potential Conflicts or Related-Party Exposure
- Related-party transactions: None in 2024; policy requires Audit Committee review and recusal .
- Employment ties: Former CEO; currently non-independent due to prior executive role .
- External interlocks: Prior directorships in industry peers/suppliers (AEIS, UCTT), but none current per disclosed biography; reduces current interlock/conflict risk .
Expertise & Qualifications (Board Matrix Highlights)
- Leadership, semiconductor manufacturing/process knowledge, supply chain, financial/audit, strategic transactions/M&A, and technology/R&D capabilities highlighted for Ichor directors; Rohrs’ biography reflects these attributes .
Summary Implications for Investors
- Governance trajectory improving with planned move to independent chair post-AGM; Rohrs remains as a long-tenured director with deep industry expertise .
- Alignment supported by ownership guidelines, RSU-based director grants, and prohibition of hedging/pledging; monitor legacy options and continued non-independence until chair transition completes .