ichr-20260401

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

___________________________________


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Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

Ichor Holdings, Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required
o			Fee paid previously with preliminary materials
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

A Message from Our Chief Executive Officer

To Our Shareholders:

Please join us at our 2026 Annual General Meeting (the “Annual Meeting”) on May 14, 2026, at 9:00 a.m. Pacific Time. The Annual Meeting will be held virtually at virtualshareholdermeeting.com/ICHR2026 and at our corporate headquarters located at 3185 Laurelview Ct., Fremont, California 94538.

We have elected to deliver our proxy materials to shareholders over the Internet and will mail to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the accompanying Proxy Statement for our Annual Meeting and our 2025 Annual Report. This notice also provides instructions on how to vote by telephone or through the Internet and includes instructions on how to receive a paper copy of the proxy materials by mail.

Details of the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting and Proxy Statement.

Your vote is important. Please take the time to carefully read each of the proposals described in the Proxy Statement and cast your vote by following the instructions in the Proxy Statement. Your vote will mean that you are represented at the Annual Meeting, regardless of whether you attend in person or virtually.

Thank you for your support of Ichor Holdings, Ltd.

Sincerely,

Philip Barros

Chief Executive Officer

April 1, 2026

Notice of Annual General Meeting

To Be Held on May 14, 2026

To Our Shareholders:

You are cordially invited to attend the 2026 Annual General Meeting (the “Annual Meeting”) of Ichor Holdings, Ltd. (the “Company,” “Ichor,” “we,” “us” or “our”). Please see below for the meeting logistics and business matters to be addressed at the Annual Meeting.

Meeting Logistics

Date

Time

Location

Thursday, May 14, 2026

9:00 a.m. Pacific Time

Virtual:

virtualshareholdermeeting.com/ICHR2026

In-Person:

3185 Laurelview Ct. Fremont, CA 94538

Items of Business

▪Election of seven directors standing for re-election and named in the accompanying Proxy Statement until the annual general meeting of shareholders to be held in 2027 (the “2027 Annual Meeting”) or until their successors are duly elected and qualified;

▪Approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers (“say-on-pay”);

▪Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 25, 2026; and

▪Any other business properly brought before the Annual Meeting or any adjournment thereof.

Important Meeting Information

Our Board of Directors (the “Board”) has declared the close of business on March 17, 2026 as the record date for the Annual Meeting (the “Record Date”). Only shareholders as of the Record Date are entitled to receive notice of and vote at the Annual Meeting.

To participate in the Annual Meeting virtually, please refer to the paragraph entitled, “What must I do if I want to attend the Annual Meeting virtually?” within the General Information section of this Proxy Statement. If you intend to attend the Annual Meeting, we strongly urge that you attend the Annual Meeting virtually.

Notice of Annual General Meeting (continued)

Your Vote is Important

We encourage you to carefully read the accompanying Proxy Statement and submit your proxy or voting instructions as soon as possible. For detailed information regarding voting instructions, please see the sections on voting shares beginning on page 2 of the accompanying Proxy Statement. We appreciate your continued support.

Important Notice Regarding the Proxy Materials for the Annual Meeting to be Held on May 14, 2026

This notice for the Annual Meeting, the Proxy Statement, and our 2025 Annual Report are available online at ir.ichorsystems.com and proxyvote.com. The Proxy Statement is first being made available to our shareholders of record on or about April 1, 2026.

By Order of the Board,

Philip Barros

Chief Executive Officer

Fremont, California

April 1, 2026


Table of Contents


Proxy Statement			1
General Information			1
Corporate Governance			6
Proposal 1: Election of Directors			6
Our Board of Directors			7
Corporate Social Responsibility			16
Board Leadership Structure			16
Board Committees and Meetings			17
Board Oversight of Risk			19
Evaluation of Director Nominees			19
Corporate Governance Guidelines			20
Human Capital Committee Interlocks and Insider Participation			20
Communication between Shareholders and Directors			20
Director Independence			20
Director Compensation			21
Share Ownership Guidelines			23
Compensation Matters			24
Proposal 2 : Advisory Approval of Executive Compensation			24
Compensation Discussion and Analysis			25
Compensation Governance and Practices			25
Peer Group			26
Compensation Decisions			27
Elements of Compensation			27
Succession Planning			35
Indemnification Agreements			35
Clawback Policy			35
Insider Trading Policy			35
Hedging and Pledging Prohibitions			36
Tax Considerations			36
Report of the Human Capital Committee			37
Executive Officers and Related Compensation Information			38
Equity Compensation Plans			39
Summary Compensation Table			40
Grants of Plan-Based Awards			41
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			42
Outstanding Equity Awards			43
Option Exercises and Stock Vested			44
Potential Payments Upon Termination or Change in Control			44
Chief Executive Officer Pay Ratio			47
Pay Versus Performance			48
Audit Matters			52
Proposal 3 : Ratification of Independent Registered Public Accounting Firm			52
Audit and Related Fees			52
Auditor Independence			52
Pre-Approval of Audit and Non-Audit Services			52
Report of the Audit Committee			53
Other Matters			54
Security Ownership of Certain Beneficial Owners and Management			54
Certain Relationships and Related Party Transactions			56
Other Matters			57
Appendix A – Non-GAAP Reconciliations			A-1

Proxy Statement


General Information

Why am I receiving these materials?

The Board is soliciting your proxy to vote at the Annual Meeting. You are invited to attend the Annual Meeting virtually and are entitled to vote on the proposals outlined in this Proxy Statement.

When and where is the Annual Meeting?

We will hold the Annual Meeting on May 14, 2026 at 9:00 a.m., Pacific Time, virtually at virtualshareholdermeeting.com/ICHR2026 and in person at our corporate headquarters at 3185 Laurelview Ct., Fremont, California 94538, in accordance with Cayman law. If you intend to attend the Annual Meeting, we strongly urge that you attend the Annual Meeting virtually.

What must I do if I want to attend the Annual Meeting virtually?

Visit the virtual meeting website at virtualshareholdermeeting.com/ICHR2026 and enter your 16-digit control number located on your proxy card or voting instruction form. Online check-in will begin at approximately 8:30 a.m. Pacific Time on May 14, 2026. If you experience any technical difficulties or have trouble accessing the virtual meeting, please review the instructions on the virtual meeting website or call the phone numbers listed on the virtual meeting website for assistance.

What must I do if I want to attend the Annual Meeting in person?

Attendance at the Annual Meeting is limited to individuals who were shareholders as of the Record Date. Registration and seating will begin on May 14, 2026 at 8:45 a.m. Pacific Time. Each shareholder who wishes to attend the Annual Meeting in person will be asked to present proof of identification, such as a driver’s license or passport, and a proxy card, prior to admission to the Annual Meeting. If you are a beneficial owner of shares held in street name, you will need to bring proof of share ownership as of the Record Date, such as a bank or brokerage firm account statement or a letter from the intermediary holding your shares. Cameras, recording devices, and other electronic devices will not be permitted at the Annual Meeting.

Who can vote their shares and attend the Annual Meeting?

Shareholders as of the Record Date, March 17, 2026, are entitled to vote their shares and attend the Annual Meeting.

How many votes do I have?

You have and may cast one vote for each ordinary share that you owned at the close of business on the Record Date. As of the Record Date, we had 39,182,150 ordinary shares issued and 34,744,711 ordinary shares outstanding.

What am I being asked to vote on at the Annual Meeting?

We are asking our shareholders to consider the following proposals:

▪To elect the seven director nominees standing for re-election and named in this Proxy Statement until the 2027 Annual Meeting or until their successors are duly elected and qualified;

▪To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers (“say-on-pay”);

▪To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 25, 2026; and

▪To address any other business properly brought before the Annual Meeting or any adjournment thereof.

How does the Board recommend I vote on these proposals?

The Board recommends a vote:

▪“FOR” the election of the seven director nominees standing for reelection and named in this Proxy Statement until the 2027 Annual Meeting or until their successors are duly elected and qualified;

▪“FOR” the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers; and

▪“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 25, 2026.

What is the difference between holding shares as a “shareholder of record” and as a “beneficial owner?”

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of the shares held in street name (“street name shareholder”). Your broker, bank or other nominee who is considered the shareholder of record with respect to those shares has forwarded proxy materials for the Annual Meeting to you. As the street name shareholder, you have the right to direct your broker or nominee on how to vote your shares. Street name shareholders are also invited to attend the Annual Meeting. However, since a street name shareholder is not the shareholder of record, you may not vote your ordinary shares in person at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.

If your shares are registered directly in your name with Broadridge, you are considered the “shareholder of record” with respect to those shares. We have sent the proxy materials for the Annual Meeting directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting. Throughout this Proxy Statement, we refer to shareholders who hold their shares directly with Broadridge as “shareholders of record.”

What is a proxy?

A proxy is your legal designation of another person to vote the ordinary shares you own. That other person is called your proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. We have designated Philip Barros, our Chief Executive Officer, and Greg Swyt, our Chief Financial Officer, as proxies for the Annual Meeting to cast your vote.

How do I vote my shares?

General

You can vote by proxy or in person. For specific methods of voting available to you, see below.

If you submit your proxy using any of the methods below, Philip Barros or Greg Swyt will vote your shares in the manner you indicate. You may specify whether your shares should be voted for all, some, or none of the nominees for director and for or against any other proposals properly introduced at the Annual Meeting. If you vote by telephone or Internet and choose to vote with the recommendation of the Board of Directors, or if you

vote by mail, sign your proxy card and do not indicate specific choices, your shares will be voted “FOR” the election of all nominees for director, “FOR” the approval of the compensation of the Company’s Named Executive, and “FOR” the ratification of the appointment of our registered independent public accounting firm.

If any other matter is presented, your proxy will authorize Philip Barros or Greg Swyt to vote in accordance with their best judgment. At the time this Proxy Statement was printed, we knew of no matters to be considered at the Annual Meeting other than the three proposals referenced in this Proxy Statement.

Voting Methods for Shareholders of Record

If you are a shareholder of record, you may vote by one of the following methods:

•By Internet: You may vote over the Internet at proxyvote.com by following the instructions on the proxy card. Internet voting facilities will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 13, 2026.

•By Telephone: You may vote by touch-tone telephone by calling 1‑800‑690‑6903. Telephone voting facilities will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 13, 2026.

•By Mail: You may authorize your proxy by completing, signing and dating your proxy card and returning it in the reply envelope included with the paper proxy materials.

•In Person: You may attend the Annual Meeting in person and vote during the meeting by completing a ballot. Attending the Annual Meeting without completing a ballot will not count as a vote. If you choose to vote in person, you must bring proof of identification and your proxy card to the Annual Meeting.

•Virtually: You may attend the Annual Meeting virtually and vote during the meeting by following the instructions available on the meeting website, virtualshareholdermeeting.com/ICHR2026.

Voting Methods for Street Name Shareholders

As a street name shareholder, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to instruct your broker, bank, or other nominee on how to vote your shares. Street name shareholders should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank, or other nominee. If you are a street name shareholder, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee.

Can I change my vote or revoke my proxy?

Yes. If you are a street name shareholder, your broker, bank, or other nominee can provide instructions on how to change your vote or revoke your proxy.

What is a quorum?

A quorum of shareholders is necessary to hold a valid meeting. The presence in person or virtually or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, of the shareholders holding in aggregate not less than a simple majority of our issued and outstanding ordinary shares constitutes a quorum.

Your ordinary shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement but will not count as votes for purposes of the voting threshold of each proposal. If there is no quorum present within half an hour of the time appointed for the Annual Meeting, the Annual Meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day, time and place as the Board may determine.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding our ordinary shares in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of our independent registered public accounting firm. Your broker will not have discretion to vote on the other proposals, which are “non-routine” matters, absent direction from you. In the case of non-routine matters, the shares for which your brokerage firm or other intermediary receives no instruction from you will be treated as “broker non-votes.” Broker non-votes are shares that are held in street name by a brokerage firm or other intermediary that indicates on its proxy that it does not have discretionary authority to vote on a particular matter. The ratification of the appointment of our independent registered public accounting firm is a routine matter under these rules, and, accordingly, your brokerage firm or other intermediary will be able to vote your shares on that proposal even if you do not provide instructions on how to do so. The election of directors and say-on-pay are “non-routine” items. Thus, if you hold your shares in street name and you do not instruct your broker or other intermediary on how to vote on the election of directors or say-on-pay, your shares may constitute broker non-votes with respect to such proposals and no votes will be cast on your behalf with respect to such proposals.

What vote is required to approve each proposal?

The election of directors, say-on-pay, and the ratification of the appointment of our independent registered public accounting firm each require the affirmative vote of a simple majority of the votes cast at the meeting and entitled to vote on such proposals. A properly executed proxy marked “abstain” with respect to the election of directors, say-on-pay, or the ratification of the appointment of our independent registered public accounting firm will not be voted with respect to such proposals, although it will be counted for purposes of determining whether there is a quorum. Abstentions are not considered votes cast and will not have any effect on the election of directors, say-on-pay, or the ratification of the appointment of our independent registered public accounting firm. Broker non-votes will not affect the required vote with respect to the election of directors and say-on-pay (and will not affect the attainment of a quorum since the broker has discretion to vote on the ratification of the appointment of our independent registered public accounting firm and these votes will be counted toward establishing a quorum).

Who will count the vote?

A representative of Broadridge will tabulate the votes and act as the inspector of election.

Is my vote confidential?

Yes. We encourage shareholder participation in corporate governance by ensuring the confidentiality of shareholder votes. We have designated Broadridge, our independent transfer agent and registrar, to receive and tabulate shareholder votes. Your vote on any particular proposal will be kept confidential and will not be disclosed to us or any of our officers or employees except (i) where disclosure is required by applicable law, (ii) where disclosure of your vote is expressly requested by you or (iii) where we conclude in good faith that a bona fide dispute exists as to the authenticity of one or more proxies, ballots or votes, or as to the accuracy of any tabulation of such proxies, ballots or votes. However, aggregate vote totals will be disclosed and publicly announced at the Annual Meeting and in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) within four business days of the Annual Meeting.

Where can I find the voting results?

We will announce preliminary voting results at the Annual Meeting and publish preliminary results, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting.

Who pays for proxy solicitation?

We will pay the cost of soliciting proxies for the Annual Meeting. We will reimburse brokers, fiduciaries, custodians, and other nominees for their reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners of our ordinary shares. Other proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies.

Further, our directors and officers may solicit proxies on our behalf by telephone, electronic transmission or in person. Our directors and officers will not receive any special compensation for such services.

Website References

Website references throughout this document are for the convenience of readers, and information available at or through our website is not a part of, nor is it incorporated by reference in, this Proxy Statement.

Corporate Governance


Proposal 1: Election of Directors

Our business and affairs are managed under the direction of our Board, which is currently comprised of nine members. Every member of our Board is elected annually. At the Annual Meeting, seven directors will be elected to serve until our 2027 Annual Meeting or until their successors are duly elected and qualified or until their earlier death, resignation, or removal. The Board, based upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Philip Barros, Wendy Arienzo, Laura Black, John Kispert, Iain MacKenzie, Jorge Titinger, and Yuval Wasserman. The Board did not re-nominate Thomas Rohrs, due to our Board’s age limit of 75, and Marc Haugen has elected to not stand for reelection, and as such, their terms will expire as of the Annual Meeting.

A majority of all votes cast at the Annual Meeting at which a quorum is present in person or by proxy is required for the election of directors.

If you are a shareholder of record and you vote by telephone or over the Internet or sign your proxy card but do not give instructions with respect to the election of directors, your shares will be voted “FOR” the re-election of each of Philip Barros, Wendy Arienzo, Laura Black, John Kispert, Iain MacKenzie, Jorge Titinger, and Yuval Wasserman. If you are a street name shareholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

Each nominee has consented to be named in this Proxy Statement and agreed to serve if elected; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Board.



The Board recommends a vote FOR the election of each of the nominees for director.


Our Board of Directors

The names of our directors, and certain information about them, including their age and committee assignments are as follows:

Committee Memberships

Name

Age

Director Since

Audit

Human Capital

Nominating & Corporate
Governance

Nominee Directors:

Iain MacKenzie

Chairman

2015

Philip Barros

Chief Executive Officer

2025

Jorge Titinger

Lead Independent Director

2022

Laura Black

2019

John Kispert

2018

Yuval Wasserman

2021

Wendy Arienzo

2020

Resigning Directors:

Thomas Rohrs

2012

Marc Haugen

2017

C = Committee chair

M = Committee member

Board Highlights (After the Annual Meeting)

The Nominating and Corporate Governance Committee regularly reviews the overall composition of the Board and its committees to assess whether it reflects the appropriate mix of skills, diversity, experience, backgrounds, and qualifications that are relevant to our current and future success. The information below reflects the anticipated membership of the Board immediately after the Annual Meeting (assuming all director nominees are re-elected at the Annual Meeting).

Independence

5.8 Year

Average Tenure

14%

29%

57%

0-3
Years

3-6
Years

6+
Years

Tenure

Gender

Director Qualifications, Expertise, and Capabilities

Our Nominating and Corporate Governance Committee is responsible for reviewing, evaluating, and nominating individuals for election to our Board. The Nominating and Corporate Governance Committee’s responsibility for identifying and recommending people to join the Board follows the principle that the composition of the Board should reflect a combination of backgrounds, skills, experiences, and expertise that are appropriate to our current and future state of affairs.

The table below summarizes the key qualifications, expertise, and capabilities most relevant to the decision to nominate candidates to serve on the Board. The absence of a mark does not necessarily mean the director does not possess that qualification, expertise, or capability.


Qualifications, Expertise & Capabilities		Number of Ichor Directors
Leadership and Executive Experience	Oversaw the execution of important strategic, operational and policy issues while serving in an executive or senior leadership role at a public company, including previous board experience at a public company.	7

Global Business Perspective	Experience cultivating and sustaining business relationships internationally and overseeing multinational operations. Breadth of experience, including geographic/regional experience (e.g., head of company in region or large country).	4

Semiconductor Manufacturing Industry & Process Knowledge	Significant knowledge of our industry, technology, and products. First-hand knowledge of customer base.	6

Supply Chain Knowledge	Significant knowledge and understanding of semiconductor supply chain operations and dynamics.	6

Institutional Knowledge	Significant knowledge of our business strategy, operations, key performance indicators, and competitive environment.	5

Other Industry Knowledge	Significant knowledge of other relevant industries, technologies, and products.	6

Human Capital Management	Experience recruiting, managing, developing and optimizing a company’s human resources to maximize its business value.	5

Financial, Audit	Knowledge of capital markets, financing operations, complex financial management and accounting and financial reporting processes.	4

Cybersecurity, Privacy, Risk	Experience managing cybersecurity and information security risks; understanding of cybersecurity threat landscape; knowledge of emerging privacy risks.	3

Strategic Transactions, M&A	A history of leading growth through acquisitions, other business combinations and strategic partnership transactions. Acquisition integration experience.	6

Sales and Marketing	Experience in sales and channel management, marketing or public relations.	4

Technology, R&D	Significant experience in R&D and/or new product development. A significant background working in technology, resulting in knowledge of how to anticipate technological trends, generate disruptive innovation and extend or create new business models. An engineering background and/or previous leadership at a technology company.	6

Director Nominees


Dr. Wendy Arienzo	Qualifications, Expertise & Capabilities
Independent Director Age: 70 Director Since: 2020 Tenure: 6.1 years Committees: Human Capital Committee (member)	Leadership and Executive Experience	P
	Global Business Perspective
	Semiconductor Manufacturing Industry & Process Knowledge	P
	Supply Chain Knowledge	P
	Institutional Knowledge	P
	Other Industry Knowledge	P
	Human Capital Management	P
	Financial, Audit
	Cybersecurity, Privacy, Risk
	Strategic Transactions, M&A
	Sales and Marketing
	Technology, R&D	P

Career Highlights	Board Membership Highlights	Education Highlights
Fujifilm Dimatix FUJIY 2013 - 2021 VP of Operations Array Power 2010 - 2013 CEO Solar Energy Consortium 2009 - 2010 Executive VP of R&D NXP Semiconductors NXPI 2006 - 2009 VP, Manufacturing Services Philips Semiconductors & (became NXP in 2006) 2004 - 2006 VP and General Manager	Power Integrations POWI 2017 - Current Array Power 2010 - 2013	Stanford University Ph.D. Materials Science Engineering UCLA Anderson School of Management Certificate in Corporate Governance Stanford AeA Institute Executive Management Program Brown University M.S. Materials Science Engineering B.S. Materials Science Engineering

Dr. Wendy Arienzo is qualified to serve as a member of the Board and Human Capital Committee because of her extensive business background and technological expertise gained from serving in many senior leadership and operational executive positions within the technology sector.

Director Nominees (continued)


Philip Barros	Qualifications, Expertise & Capabilities
Chief Executive Officer and Director Age: 45 Director Since: 2025 Board Tenure: 0.4 years Company Tenure: 22.2 years Committees: None	Leadership and Executive Experience	P
	Global Business Perspective
	Semiconductor Manufacturing Industry & Process Knowledge	P
	Supply Chain Knowledge	P
	Institutional Knowledge
	Other Industry Knowledge	P
	Human Capital Management
	Financial, Audit
	Cybersecurity, Privacy, Risk
	Strategic Transactions, M&A	P
	Sales and Marketing	P
	Technology, R&D	P

Career Highlights	Board Membership Highlights	Education Highlights
Ichor Holdings, Ltd. ICHR 2025 - Current CEO 2015 - 2025 CTO 2010 - 2015 SVP Engineering 2008 - 2010 VP Engineering 2004 - 2009 Director Systems Engineering Applied Materials, Inc. AMAT 1999 - 2004 various management positions		Stanford University Executive Leadership Program San Jose State University B.S. Mechanical Engineering

Philip Barros is qualified to serve as a member of the Board because of his extensive experience in the technology sector, significant executive leadership experience, and his strategic insight into Ichor, gained from his prior roles as Chief Technology Officer.

Director Nominees (continued)


Laura Black	Qualifications, Expertise & Capabilities
Independent Director Age: 64 Director Since: 2019 Tenure: 7.1 years Committees: Nominating and Corporate Governance Committee (chair) Audit Committee (member)	Leadership and Executive Experience	P
	Global Business Perspective
	Semiconductor Manufacturing Industry & Process Knowledge
	Supply Chain Knowledge
	Institutional Knowledge	P
	Other Industry Knowledge	P
	Human Capital Management
	Financial, Audit	P
	Cybersecurity, Privacy, Risk	P
	Strategic Transactions, M&A	P
	Sales and Marketing
	Technology, R&D	P

Career Highlights	Board Membership Highlights	Education Highlights
Needham & Company 1999 - Current Managing Director Black & Company 1995 - 1999 Managing Director, Corporate Finance TRW ESL 1983 - 1992 Electrical Engineer	Teledyne Technologies Inc. TDY 2025-Present Viavi Solutions Inc. VIAV 2018 - present Super Micro Computer SMCI 2012 - 2019 TRW Avionics & Surveillance Group 1993 - 1995 Director M&A	Stanford University M.S. Management Santa Clara University M.S. Electrical Engineering University of California at Davis B.S. Electrical Engineering

Laura Black is qualified to serve as a member of the Board, chair of the Nominating and Corporate Governance Committee and member of the Audit Committee because of her extensive business and financial background and her multi-year service in senior investment banking positions. As an investment banker, she has advised numerous technology companies on mergers, acquisitions, IPOs and other equity financings, and focuses primarily on software, IT infrastructure and industrial technology.

Director Nominees (continued)


John Kispert	Qualifications, Expertise & Capabilities
Independent Director Age: 62 Director Since: 2018 Tenure: 7.4 years Committees: Audit Committee (chair) Nominating and Corporate Governance Committee (member)	Leadership and Executive Experience	P
	Global Business Perspective	P
	Semiconductor Manufacturing Industry & Process Knowledge	P
	Supply Chain Knowledge	P
	Institutional Knowledge
	Other Industry Knowledge	P
	Human Capital Management	P
	Financial, Audit	P
	Cybersecurity, Privacy, Risk
	Strategic Transactions, M&A	P
	Sales and Marketing
	Technology, R&D

Career Highlights	Board Membership Highlights	Education Highlights
Kispert Associates A California-based venture capital firm leading sourcing, selection, and value-add efforts for companies from early to late stage. 2016 - Current Managing Partner Spansion, Inc. CODE CY 2009 - 2015 CEO KLA-Tencor KLAC 2005 - 2009 President and COO 1995 - 2005 Multiple high-level positions, including CFO and EVP	ESS Technology, Inc. 2019 - Current Chairman XJet Ltd. 2022 - 2023 Spansion, Inc. CODE 2010 - 2015 Barracuda Networks Inc. CUDA 2016 - 2018 Trinet Group Inc. TNET 2014 - 2017 Gigamon Inc. GIMO 2013 - 2017	University of California Los Angeles M.B.A. Grinnell College B.A. Political Science

John Kispert is qualified to serve as a member of the Board, chair of the Audit Committee, and member of the Nominating and Corporate Governance Committee because of his extensive business and financial background, his multi-year service as the chief executive officer of an international technology company, his multi-year service in management positions at technology companies, and his experience in the venture capital industry.

Director Nominees (continued)


Iain MacKenzie	Qualifications, Expertise & Capabilities
Chairman Age: 67 Director Since: 2015 Tenure: 10.5 years Committees: None	Leadership and Executive Experience	P
	Global Business Perspective	P
	Semiconductor Manufacturing Industry & Process Knowledge	P
	Supply Chain Knowledge	P
	Institutional Knowledge	P
	Other Industry Knowledge
	Human Capital Management	P
	Financial, Audit	P
	Cybersecurity, Privacy, Risk
	Strategic Transactions, M&A	P
	Sales and Marketing	P
	Technology, R&D	P

Career Highlights	Board Membership Highlights	Education Highlights
SMART Global Holdings SGH (Previously SMART Worldwide Holdings through 2011) 2005 - 2018 (retired) President & CEO 2002 - 2005 President SMART Modular (became SGH in 2011) 1998 - 2002 VP, Worldwide Operations SMART Modular Technologies (Europe) Ltd. 1997 - 1998 General Manager	SMART Global Holdings SGH (Previously SMART Worldwide Holdings through 2011) 2004 - 2019 (retired) Director	Kirkcaldy College of Technology, Fife University, Scotland Higher National Diploma, Mechanical and Production Engineering Ordinary National Diploma in Electrical/Electronics Engineering

Iain MacKenzie is qualified to serve as a member and Chairman of the Board, because of his extensive executive leadership experience, technical expertise, and significant experience in operations, engineering and sales in the technology sector, as well as his robust business and financial background and multi-year service as the chief executive officer of an international technology company.

Director Nominees (continued)


Jorge Titinger	Qualifications, Expertise & Capabilities
Lead Independent Director Age: 64 Director Since: 2022 Tenure: 3.8 years Committees: Audit Committee (member) Human Capital Committee (member)	Leadership and Executive Experience	P
	Global Business Perspective	P
	Semiconductor Manufacturing Industry & Process Knowledge	P
	Supply Chain Knowledge	P
	Institutional Knowledge	P
	Other Industry Knowledge	P
	Human Capital Management	P
	Financial, Audit
	Cybersecurity, Privacy, Risk	P
	Strategic Transactions, M&A	P
	Sales and Marketing	P
	Technology, R&D	P

Career Highlights	Board Membership Highlights	Education Highlights
Titinger Consulting 2016 - Current CEO Silicon Graphics, Inc. SGI 2012 - 2016 CEO Verigy, Ltd. VRGY 2011 - 2012 CEO Previous Executive Positions: FormFactor, Inc. FORM KLA Tencor Corporation KLAC Applied Materials, Inc. AMAT Hewlett Packard Company HPQ	FormFactor, Inc. FORM 2018 - Current Axcelis Technologies, Inc. ACLS 2019 - Current CalAmp Corp. CAMP 2015 - 2024 Cohu, Inc. COHU 2018 - 2021 Hercules Capital Inc. HCLS 2017 - 2020 Xcerra Corporation XCRA (acquired by Cohu, Inc.) 2012 - 2018 Silicon Graphics, Inc. SGI 2012 - 2016 Verigy, Ltd. VRGY 2011 - 2012 Private and Non-profit: Hispanic Foundation of Silicon Valley Stanford Children’s Hospital Education Foundation of Silicon Valley	Stanford University M.S. Electrical Engineering M.S. Engineering Management and Business B.S. Electrical Engineering

Jorge Titinger is qualified to serve as a member of the Board, Audit Committee, and Human Capital Committee because he has over 30 years of leadership experience in the semiconductor equipment and computing industries and a strong track record of accomplishment in his positions as chief executive officer. In addition, he has many years of corporate governance experience at publicly traded companies in our industry.

Director Nominees (continued)


Yuval Wasserman	Qualifications, Expertise & Capabilities
Independent Director Age: 71 Director Since: 2021 Tenure: 4.9 years Committees: Nominating and Corporate Governance Committee (member) Human Capital Committee (chair)	Leadership and Executive Experience	P
	Global Business Perspective	P
	Semiconductor Manufacturing Industry & Process Knowledge	P
	Supply Chain Knowledge	P
	Institutional Knowledge	P
	Other Industry Knowledge	P
	Human Capital Management	P
	Financial, Audit	P
	Cybersecurity, Privacy, Risk	P
	Strategic Transactions, M&A	P
	Sales and Marketing	P
	Technology, R&D	P

Career Highlights	Board Membership Highlights	Education Highlights
Advanced Energy Industries AEIS 2014 - 2021 President and CEO 2011 - 2014 President, Thin Films Business Unit 2010 - 2011 President and COO 2009 - 2009 Executive VP and COO 2007 - 2009 Executive VP, Sales, Marketing, Global Services Tevet Process Controls Technologies, Inc. 2002 - 2007 President and CEO Boxer Cross 2000 - 2002 SVP, Marketing and Sales Eaton Corp (now known as Axcelis Technologies) 1997 - 2000 VP, Marketing and Technology	FARO Technologies, Inc. FARO 2017 - 2025 Advanced Energy Industries AEIS A precision power products company 2014 - 2021	Ben Gurion University, Israel B.Sc. Chemical Engineering

Yuval Wasserman is qualified to serve as a member of the Board, Human Capital Committee and Nominating and Corporate Governance Committee because of his extensive experience in the technology sector, including significant chief executive officer experience at technology companies.

Corporate Social Responsibility

At Ichor, we believe in being a responsible corporate citizen. Our corporate social responsibility (“CSR”) program is an integral part of our business, encompassing initiatives that create sustainable, long-term value for our shareholders and other key stakeholders. We are committed to making continuous improvements in environmental, social, and governance areas. We are committed to value-driven CSR initiatives and believe these efforts will benefit our customers, employees, and the communities in which we operate. The Company publishes a comprehensive CSR report annually, which is available on its website at www.ichor.com. Our website is not part of this Proxy Statement.

Board Leadership Structure

This section describes the leadership structure of the Board, the reasons the Board considers this structure appropriate at this time, the roles of various positions, and related key governance practices. The Board believes that the mix of experienced independent and non-independent directors that currently makes up the Board, the Board committee composition, and the separation of the roles of Chairman and Chief Executive Officer benefit the Company and its shareholders.

Independence

The Board has an effective mix of independent directors and non-independent directors. After the Annual Meeting, the Board will be composed of five independent directors and two non-independent directors, Phil Barros, current Chief Executive Officer and Iain Mackenzie, who has an expanded role as discussed in the section titled “Corporate Governance - Director Independence” below.

Separation of Chairman and Chief Executive Officer

With respect to the roles of Chairman and Chief Executive Officer, the Corporate Governance Guidelines provide that the roles may be separated or combined, and the Board will exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. The roles of Chairman and Chief Executive Officer currently are separated. The Board believes that this structure clarifies the individual roles and responsibilities of Chief Executive Officer and Chairman, streamlines decision-making, and enhances accountability.

The Board continues to believe that separating the roles of Chairman and Chief Executive Officer is the most effective leadership structure because it allows Mr. Barros to focus on the management of the Company, day-to-day operations and engaging with external stakeholders.

Mr. MacKenzie serves as Chairman of the Board. Under our Amended and Restated Memorandum and Articles of Association, dated as of May 24, 2022 (the “Memorandum and Articles”), the chairman is elected by the affirmative vote of a majority of the directors then in office. Mr. MacKenzie focuses his attention on the broad strategic issues considered by the Board, leveraging his strong public company background to provide strategic guidance and effective oversight of management, engaging with the Chief Executive Officer between Board meetings and providing overall guidance to our Chief Executive Officer. With his vast experience in executive leadership, Mr. MacKenzie has valuable experience with the issues, challenges, and opportunities we face, positioning him well to develop agendas and ensure that the Board’s time and attention are focused on the most critical matters.

In 2025, the independent directors of the Board designated Jorge Titinger as Lead Independent Director to liaise between management and the other non-employee directors. The Board holds regularly scheduled executive sessions amongst the non-management directors, which are presided over by our Lead Independent Director. The Lead Independent Director schedules and chairs meetings of the independent directors. As needed, the independent directors (including the Lead Independent Director) hold closed sessions following the regularly scheduled Board meetings.

The Board believes that the foregoing structure achieves an appropriate balance between the effective development of key strategic and operational objectives and independent oversight of management’s execution of such objectives. Additionally, the Board will continue to periodically review its leadership structure.

Self-Evaluation

The Nominating and Corporate Governance Committee administers evaluations of the Board as a whole and of the committees of the Board. The chair of the Nominating and Corporate Governance Committee reports the Nominating and Corporate Governance Committee’s conclusions to the Board and makes recommendations to the Chairman regarding changes that the committee deems appropriate for consideration by the Board.

Board Committees and Meetings

The committees established by the Board for 2025 were the Audit Committee, the Human Capital Committee, and the Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees are described below. Members will serve on these committees until their resignation, death or retirement, or as otherwise determined by the Board.

During 2025, the Board held 9 meetings, the Audit Committee held 5 meetings, the Human Capital Committee held 11 meetings, and the Nominating and Corporate Governance Committee held 3 meetings. Our directors are expected to attend all or substantially all of the Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. During 2025, each incumbent director attended at least 75% of the aggregate of (i) the total number of meetings of the Board held during the period for which they were a director and (ii) the total number of meetings held by all committees of the Board on which they served during the periods that they served.

We invite members of the Board to attend our annual general meetings of shareholders and require that they make every effort to attend absent an unavoidable and irreconcilable conflict. All of our nine then-current directors attended our 2025 annual general meeting of shareholders.

Human Capital Committee

Prior to the Annual Meeting, our Human Capital Committee is composed of Wendy Arienzo, Marc Haugen, Jorge Titinger, and Yuval Wasserman, with Yuval Wasserman serving as the Chair of the committee. As previously noted, Marc Haugen’s term expires at the Annual Meeting and therefore, he will no longer serve on the Human Capital Committee following the Annual Meeting. Our Board has affirmatively determined that Wendy Arienzo, Jorge Titinger, and Yuval Wasserman each meet the independence requirements of Rule 10C-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable listing standards of Nasdaq.

The Human Capital Committee’s responsibilities include the following:

•reviewing and approving corporate and individual goals and objectives relevant to the Company’s chief executive officer, evaluating the Company’s chief executive officer’s performance in light of those goals and objectives and making recommendations to the Board with respect to all compensation, including incentive compensation, to be awarded to the Company’s chief executive officer;

•reviewing and approving the base salaries, incentive compensation and equity-based compensation of all of the Company’s other executive officers;

•approving all significant compensation or incentive plans for executive officers and directors (including material changes to all such plans);

•having the sole authority to retain or obtain the advice of any compensation consultant, independent legal counsel or other adviser after taking into account certain factors which address the independence of that consultant, counsel or adviser;

•annually reviewing and discussing with management the Compensation Discussion and Analysis disclosure that is prepared pursuant to SEC rules and based on such review, recommend to the Board whether such disclosure should be included in the Company’s proxy statement;

•preparing the compensation committee report on executive officer compensation required by the SEC for inclusion in the Company’s annual proxy statement or Annual Report on Form 10-K;

•overseeing engagement with shareholders and proxy advisory firms on executive officer compensation matters; and

•discharging certain responsibilities of the Board with respect to organization and people matters, including overseeing the appropriate development of the Company’s human capabilities with emphasis on leadership development and succession plans.

Pursuant to its charter, the Human Capital Committee may delegate any of its responsibilities to one or more subcommittees as it deems appropriate, except to the extent otherwise prohibited by applicable law, or SEC or Nasdaq rules. The Board adopted a written charter for the Human Capital Committee, which is available under “Corporate Governance” on our corporate website at ir.ichorsystems.com. Our website is not part of this Proxy Statement.

Audit Committee

Prior to the Annual Meeting, our Audit Committee is composed of Laura Black, Marc Haugen, Jorge Titinger, and John Kispert, with John Kispert serving as Chair of the committee. As previously noted, Marc Haugen’s term expires at the Annual Meeting, and therefore he will no longer serve on the Audit Committee following the Annual Meeting. Our Board has affirmatively determined that Laura Black, Jorge Titinger, and John Kispert each meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq.

In addition, our Board has determined that (i) all members of the Audit Committee are financially literate, or able to read and understand financial statements and (ii) that John Kispert, Laura Black, and Jorge Titinger qualify as “audit committee financial experts” as such term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.

Our Audit Committee’s responsibilities include the following:

•overseeing the quality and integrity of our financial statements and financial reporting processes and our systems of internal accounting and financial controls and disclosure controls;

•reviewing and monitoring the qualifications, performance, and independence of our independent registered public accounting firm;

•ensuring compliance with legal and regulatory requirements and codes of conduct and ethics programs established by management and our Board;

•reviewing and monitoring the Company’s cybersecurity and information security policies (including the risks related to artificial intelligence); and

•preparing the report of the audit committee required by the rules and regulations of the SEC for inclusion in the Company’s proxy statement.

The Board adopted a written charter for the Audit Committee, which is available under “Corporate Governance” on our corporate website at ir.ichorsystems.com. Our website is not part of this Proxy Statement.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is composed of Laura Black, John Kispert, and Yuval Wasserman, with Laura Black serving as the Chair of the committee. Our Board has affirmatively determined that Laura Black, John Kispert, and Yuval Wasserman each meet the independence requirements under the applicable listing standards of Nasdaq.

The Nominating and Corporate Governance Committee’s responsibilities include the following:

•identifying and recommending to the Board the persons to be nominated for election as directors and to each of the committees of the Board, including filling vacancies, consistent with the qualification standards and criteria approved by the Board;

•administering evaluations of the Board and committees of the Board;

•reviewing appropriateness of a director’s continued Board and committee membership in light of any change in the director’s employment and circumstances; and

•considering other corporate governance matters and, as appropriate, making recommendations to the Board.

In carrying out its function to identify and recommend candidates for election to our Board, the Nominating and Corporate Governance Committee considers the criteria, attributes, and experience discussed in the section of this Proxy Statement entitled “Our Board of Directors.” Additionally, the Nominating and Corporate Governance Committee is guided by the principle, when identifying and recommending candidates for election, that the Board should reflect a diversity of thought, backgrounds, skills, expertise, and other qualities and attributes.

The Board adopted a written charter for the Nominating and Corporate Governance Committee, which is available under “Corporate Governance” on our corporate website at ir.ichorsystems.com. Our website is not part of this Proxy Statement.

Other Committees

The Board may establish other committees as it deems necessary or appropriate from time to time.

Board Oversight of Risk

Our Board oversees the risk management activities designed and implemented by our management. Our Board executes its oversight responsibility for risk management both directly and through its delegation to committees. The Board also considers specific risk topics, including risks associated with our strategic plan, business operations, cybersecurity, and capital structure. In addition, our Board receives detailed regular reports from members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

Board of Directors

Our Board has the ultimate responsibility for, and is actively engaged in, oversight of our risk management. Certain oversight activities are the responsibility of the full Board, while others are delegated to our Board committees.

Audit Committee

Nominating and Corporate Governance Committee

Human Capital Committee

Oversee our overall enterprise risk management program, as well as the specific risks related to accounting and financial reporting, internal controls, external audit, internal audit, strategies, ethical and legal compliance, related party transactions, and cybersecurity (including related to artificial intelligence).

Oversee risks related to our corporate governance programs and matters, including director independence and qualifications, Board composition, shareholder communications, Board succession, and effectiveness of the Board. This committee also oversees our ESG program, including risk and opportunity oversight.

Oversee risks related to our compensation policies and practices, employee engagement, organizational talent, and management succession.

Evaluation of Director Nominees

The Board is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual general meetings of shareholders, as specified in our Memorandum and Articles. The Nominating and Corporate Governance Committee is responsible for identifying and recommending to our Board the persons to be nominated for election as directors and to each of the committees of our Board. When formulating its Board membership rec

SEC Form DEF 14A filed by Ichor Holdings