Wendy Arienzo
ICHOR HOLDINGSAbout Wendy Arienzo
Independent director at Ichor Holdings (ICHR) since 2020 with 5.1 years of board tenure; age 70. She serves on the Human Capital Committee and the Nominating & Corporate Governance Committee. Dr. Arienzo holds a Ph.D. in Materials Science & Engineering from Stanford, plus an MS/BS in Materials Science & Engineering from Brown, and governance/management programs at UCLA Anderson and Stanford AeA, bringing deep technology and operations expertise from senior roles at Fujifilm Dimatix, NXP/Philips Semiconductors, and Array Power . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fujifilm Dimatix | VP of Operations | 2013–2021 | Led manufacturing/operations in advanced printing technologies |
| Array Power | CEO | 2010–2013 | Led solar power platform company |
| Solar Energy Consortium | EVP of R&D | 2009–2010 | Drove R&D programs in energy tech |
| NXP Semiconductors | VP, Manufacturing Services | 2006–2009 | Semiconductor operations scaling |
| Philips Semiconductors (became NXP in 2006) | VP & General Manager | 2004–2006 | Business/GM leadership in semis |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Power Integrations (NASDAQ: POWI) | Director | 2017–present | Public semiconductor board service |
| Array Power | Director | 2010–2013 | Prior board service |
Board Governance
- Committee assignments: Human Capital Committee (member); Nominating & Corporate Governance Committee (member) .
- Independence: Board determined Dr. Arienzo is independent; also independent for compensation committee purposes under Rule 10C‑1 .
- Attendance and engagement: 2024 Board met 5x; each committee met 5x; each incumbent director attended at least 75% of applicable meetings; all 10 then-current directors attended the 2024 annual meeting .
- Committee scopes: HCC oversees CEO/NEO compensation, incentive plans, shareholder engagement on pay, and succession; N&CG oversees director nominations, board/committee evaluations, governance/ESG oversight .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board Cash Retainer (non-employee director) | $60,000 | Paid quarterly |
| Committee Member Retainers | Audit: $10,000; Human Capital: $7,500; Nominating & Corporate Governance: $5,000 | Paid quarterly; chairs receive higher retainers (Audit $20k; HCC $15k; N&CG $10k) |
| 2024 Cash Paid to Arienzo | $72,500 | Consistent with $60k board retainer + HCC member ($7.5k) + N&CG member ($5k) |
Performance Compensation
| Equity Element | Grant Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Annual Director RSU Retainer (policy) | $150,000 | N/A | Vests immediately prior to the next annual meeting (1-year) | Granted at annual meeting, subject to service |
| 2024 Stock Award to Arienzo | $150,016 | N/A | As per policy (1-year) | Grant-date fair value per ASC 718 |
| Unvested RSUs Outstanding (12/27/2024) | — | 3,923 | As scheduled | Director-level outstanding awards |
Note: Ichor eliminated stock options from the employee mix starting in 2020 and uses time-based RSUs for directors; awards are subject to clawback policies and plan terms, with no option repricing and annual non-employee director limits under the 2025 Omnibus Plan .
Other Directorships & Interlocks
- Public boards: Power Integrations (POWI) director (since 2017). No compensation committee interlocks disclosed for 2024; HCC explicitly reported no interlocks or related-party employment among its members (which included Arienzo) .
- Related-party transactions: None since the beginning of 2024; policy requires Audit Committee/Board review and independent director approval for any such transactions; none are proposed .
Expertise & Qualifications
- Technical and operating expertise in semiconductors and advanced manufacturing (NXP/Philips Semiconductors, Fujifilm Dimatix).
- Board skills matrix indicates strengths in leadership, global business, semiconductor manufacturing and process knowledge, supply chain, human capital, and technology/R&D .
- Education: Ph.D. (Stanford) and MS/BS (Brown) in Materials Science & Engineering; corporate governance certificate (UCLA Anderson) and executive management program (Stanford AeA) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 17,599 (<1%) |
| Shares acquirable within 60 days (RSU vesting) | 3,923 |
| Unvested RSUs outstanding (12/27/2024) | 3,923 |
| Stock options outstanding | — |
| Ownership guidelines | Directors: 3.0x annual retainer; all Covered Individuals currently in compliance |
| Hedging/pledging | Prohibited by policy; no pledging allowed |
Governance Assessment
- Strengths for investor confidence: Independent director with deep semiconductor manufacturing and operations background; active on HCC and N&CG where pay, succession, board composition, and ESG oversight are set; attendance thresholds met; alignment via equity retainer and 3x retainer ownership guideline (company reports compliance). Hedging/pledging prohibited; director equity subject to clawback per plan; no related-party transactions disclosed .
- Compensation structure: Balanced, shareholder-aligned design—cash retainers plus one-year RSU grant; no stock option grants for directors; plan prohibits repricing and caps director awards; 2025 Plan removed evergreen feature, requiring shareholder approval for share pool increases—positive governance signals .
- Potential watch items: Concurrent directorship at Power Integrations (industry adjacency) warrants routine monitoring for any evolving commercial overlaps, though no interlocks or related-party dealings are disclosed; ensure ongoing robust recusal practices should conflicts arise .
Bottom line: Dr. Arienzo adds credible semiconductor operations and technology depth, is independent and engaged on key governance and human capital committees, and appears aligned with shareholders through RSU compensation and ownership guidelines. No attendance, related-party, or pay red flags are disclosed in the latest proxy .