0001652535FALSE3185 Laurelview Ct.FremontCalifornia00016525352025-10-302025-10-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2025
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ICHOR HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
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| Cayman Islands |
001-37961 |
Not Applicable |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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3185 Laurelview Ct.
Fremont, California
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94538 |
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Registrant’s telephone number, including area code: (510) 897-5200
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Ordinary Shares, par value $0.0001 |
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ICHR |
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The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§ 240.12b‑2 of this chapter).
Emerging Growth Company o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director and Chief Executive Officer
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On October 30, 2025, Jeffrey Andreson notified of the Board of Directors (the “Board”) of Ichor Holdings, Ltd. (the “Company”) of his decision to resign from his position of Chief Executive Officer effective as of November 3, 2025. Mr. Andreson will also resign as a member of the Company’s Board effective as of the same date. Mr. Andreson’s resignation is not the result of any disagreement with the Company regarding any operations, policies, or practices of the Company.
Appointment of Director and Chief Executive Officer
In connection with Mr. Andreson’s resignation, the Board, with the participation and recommendation of the Nominating and Corporate Governance Committee, appointed Philip Barros, the current Chief Technology Officer of the Company, as the Company’s Chief Executive Officer and a member of the Board, effective as of November 3, 2025. There are no arrangements or understandings between Mr. Barros and any other person pursuant to which Mr. Barros was appointed as a director and Chief Executive Officer of the Company. Mr. Barros does not have any family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company is not aware of any related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Mr. Barros and the Company.
The Company’s wholly-owned subsidiary, Ichor Systems, Inc., and Mr. Barros have entered into an “at will” employment offer letter, effective November 3, 2025. Pursuant to the offer letter, Mr. Barros will be (i) paid an annual base salary of $700,000, (ii) eligible to earn an annual cash bonus targeted at 100% of his base salary, (iii) granted restricted stock units as of the effective date of his appointment with a grant date fair value of $1.75 million, (iv) granted performance restricted stock units as of the effective date of his appointment with a grant date fair value of $1.75 million, and (v) eligible to participate in the Company’s 2025 Omnibus Equity Incentive Plan. The vesting schedule for the restricted stock units will be as follows: 25% of the restricted stock units will vest on the first anniversary of the grant date, and the remaining 75% will vest quarterly thereafter such that the restricted stock units are vested in four years. The performance restricted stock units will cliff vest, and the payout amount will be determined at the end of the third year following the date of grant. Mr. Barros will also be eligible to participate in the health and welfare benefit programs offered to other Company employees.
Mr. Barros, age 45, has served as Chief Technology Officer of the Company since 2015, and as Senior Vice President of Engineering of the Company since 2010. Prior to that, he served as Vice President of Engineering of the Company from 2009 to 2010 and held management roles at Celerity, Inc., a predecessor to the Company, including Vice President of Engineering and Director of Systems Engineering, from 2004 to 2009. Before joining the Company, Mr. Barros held engineering and management positions at Applied Materials, Inc. (NASDAQ: AMAT) from 2000 to 2004. Mr. Barros holds a B.S. in mechanical engineering from San Jose State University and has advanced his education through executive programs at both Stanford University and the University of California, Berkeley.
Item 7.01. Regulation FD Disclosure.
On November 3, 2025, the Company issued a press release announcing Mr. Barros’ appointment. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Description |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ICHOR HOLDINGS, LTD. |
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| Date: November 3, 2025 |
/s/ Greg Swyt |
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Greg Swyt |
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Chief Financial Officer |
EX-10.1
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ex101_251103xofferletter.htm
OFFER LETTER
Document
October 27, 2025
Philip Barros
[Address Redacted]
Dear Philip,
I am pleased to offer you the position of Chief Executive Officer of Ichor Systems, Inc. (the “Company”). Should you accept our offer, your work location will continue to be in Fremont, CA and you will report to the Board of Directors (the “Board”). The purpose of this letter is to confirm with you the specifics of your offer, consistent with the terms below. For avoidance of doubt, the terms of this Letter, if accepted, shall replace and supersede all prior offer letter arrangements between you and the Company, including that certain offer letter from the Company to you effective as of January 15, 2004, and any subsequent promotional letters that were provided during tenure prior to this offer.
Start Date
Your start date for your new position is expected to be November 3, 2025.
Work Location
Your work location will continue to be 3185 Laurelview Ct, Fremont, CA 94538.
Salary
Your base salary will be $26,923.08 biweekly, which when annualized is equivalent to $700,000.00 per year.
Work Classification
Your position will be full-time and is considered exempt for purposes of federal and state wage and hour law, which means that you will not be eligible for overtime pay.
Incentive Bonus Plan
You will continue to be eligible to participate in the Company's Incentive Bonus Plan subject to the terms and conditions of the plan at the discretion of the Board. Your target bonus will be increased to 100% of your annual base salary. Your bonus is based on companywide financial metrics and successful completion of established MBOs. The plan is subject to change at any time at the company’s discretion, in accordance with applicable law. For the 2025 bonus year, your bonus will be 100% calculated on your time as Chief Technology Officer calculated based upon your prior base salary and target bonus.
Equity Incentive
You will continue to participate in the Company’s 2025 Omnibus Equity Incentive Plan, and you are being recommended for a promotional grant with a grant-date fair value of $3,500,000.00, split equally (50%/50%) between Performance Based RSUs and Time Based RSUs. The grant date is expected to be on the Monday of the first month following your start date. The vesting schedule for the Time Based RSUs will be as follows: 25% of your Time-Based RSUs will vest on the first anniversary of your grant date, and the remaining 75% will vest quarterly thereafter such that your Time-Based RSUs are vested in four years. The Performance Based RSUs are cliff vested, and the payout amount will be determined at the end of the third year following the date of grant. You will be provided grant agreements within a month of your start date under separate cover.
Benefits
You will continue participation in the health and welfare programs and the 401(k) Retirement Savings Plan. While the need is not anticipated, you will continue to be eligible under the Ichor Amended and Restated Select Severance Plan (attachment provided).
Time Off
You will continue to be eligible for time off under our Executive & Senior Management Vacation Policy. There is no vacation accrual or limit under this policy, and no payout upon separation because there is no vacation accrual.
General
Per Company policy, your employment is considered “at will.” This means that either you or the Company may terminate the employment relationship at any time, with or without cause or notice.
You will continue to be covered by the Company’s Directors and Officers liability insurance policy to the same extent as other senior executive officers and directors of the Company in accordance with the terms and conditions of the applicable policy.
Your compensation is subject to the Company’s Clawback Policy (as amended from time to time) adopted by the Board of Directors pursuant to Rule 10D-1 under the Securities Exchange Act of 1934 and the applicable Nasdaq listing standards. You acknowledge and agree that any incentive-based compensation awarded to you may be recovered by the Company in accordance with that policy and applicable law.
With respect to the nature of your employment relationship with the Company, this letter constitutes the full, complete, and final agreement between you and the Company. Additionally, no element of the compensation plan listed above can be assigned or transferred by you to any other person, company, or entity of any type.
This letter shall be governed by the laws of the State of California.
This offer of employment, if not previously accepted by you, will expire five (5) days from the date of this letter.
If you wish to accept this offer, please sign and return this to me.
We are excited to have you lead the Ichor team and trust that this letter finds you mutually excited about your new opportunity with us! Should you have any questions, please contact me at [Phone Number Redacted].
Sincerely,
/s/ Diana Finucane
Diana Finucane Chief Human Resources Officer I, the undersigned, understand and agree to the terms and conditions of employment set forth in this letter.
ACKNOWLEDGEMENT
I understand and agree that the terms of this letter supersede any and all prior or contemporaneous agreements and/or promises concerning the terms of my employment and that there are no other promises, expressed or implied, concerning the terms of my employment with Ichor Systems, Inc., other than those expressly set forth or reference herein.
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| /s/ Phil Barros |
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October 29, 2025 |
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EX-99.1
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ex991_251103xpressrelease.htm
PRESS RELEASE
Document
Ichor Names Phil Barros Chief Executive Officer
Proven Technology Leader to Drive Next Phase of Growth for Ichor
FREMONT, CA., November 3, 2025 —Ichor Holdings, Ltd. (NASDAQ: ICHR), a leader in the design, engineering, and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment, today announced that its Board of Directors has unanimously approved a succession plan for executive management of the company. Effective immediately, CTO Phil Barros has been promoted to chief executive officer, and appointed to the company’s Board of Directors.
Mr. Barros’ promotion to CEO comes after more than 20 years of rising through the leadership ranks at Ichor, with executive roles spanning engineering, product management, sales, account management, corporate development, and strategy. In serving as the company’s chief technical officer since 2015 and as senior vice president of engineering of Ichor since 2010, Mr. Barros led the development of the complete suite of proprietary valves, fittings, and substrate components now qualified or in final qualification stages with Ichor’s major customers. Earlier roles included several years as director of systems engineering at Celerity, a predecessor company to Ichor, and as engineering project manager at Applied Materials, Inc. Mr. Barros earned his B.S. in mechanical engineering from San Jose State University and has advanced his education through executive programs at both Stanford University and the University of California, Berkeley. A proven technology leader with a passion for innovation, Mr. Barros personally holds multiple patents. His technology background and business experience make him ideally suited to lead the next phase of the company’s growth and success.
“Phil has been instrumental in developing our technology roadmap in close partnership with our leading customers, creating innovative and proprietary products that drive customer value, and we are confident that he is the right person to drive Ichor to the next level,” said Iain MacKenzie, chairman of Ichor. “The leadership transition we are announcing today represents the culmination of a thoughtful succession planning process led by our Board over the past several months, during which time we have considered both internal and external candidates. With Ichor’s product development strategy fundamental to the company’s future revenue growth and increased profitability objectives, we believe that Phil’s deep knowledge of our business and vision for the future will help drive Ichor’s future success.”
“I am honored to have been chosen by the Board of Directors to lead Ichor into the next exciting phase of growth for our company,” said Phil Barros. “Ichor’s evolution from a value-added manufacturing partner to a leading provider of critical and proprietary components employed to address complex fluid delivery requirements for our customers, is just beginning to take shape. I look forward to working with our entire executive team and our talented employees to drive growth and increased profitability for Ichor as we execute on our vision for technology leadership.”
We are a leader in the design, engineering and manufacturing of critical fluid delivery subsystems and components primarily for semiconductor capital equipment, as well as other industries such as defense/aerospace and medical. Our primary product offerings include gas and chemical delivery subsystems, collectively known as fluid delivery subsystems, which are key elements of the process tools used in the manufacturing of semiconductor devices. Our gas delivery subsystems deliver, monitor and control precise quantities of the specialized gases used in semiconductor manufacturing processes such as etch and deposition. Our chemical delivery subsystems precisely blend and dispense the reactive liquid chemistries used in semiconductor manufacturing processes such as chemical-mechanical planarization, electroplating, and cleaning. We also provide precision-machined components, weldments, e-beam and laser welded components, precision vacuum and hydrogen brazing, surface treatment technologies, and other proprietary products. We are headquartered in Fremont, CA.
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| Forward-Looking Statements |
https://ir.ichorsystems.com/ Certain statements in this release are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipate,” “believe,” “contemplate,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “outlook,” “plan,” “predict,” “project,” “see,” “seek,” “target,” “would” and similar expressions or variations or negatives of these words are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Examples of forward-looking statements include, but are not limited to, future plans for Ichor, and expressions of confidence in Ichor’s future as well as any other statement that does not directly relate to any historical fact. Such forward-looking statements are based on our current expectations about future events as of the date hereof and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Our actual results and outcomes could differ materially from those included in these forward-looking statements as a result of various factors, including, but not limited to: risks associated with management transitions, including potential difficulties in implementing organizational changes, new strategies and tactics developed by a new management team, and possible disruptions in the event of further changes in the management team; retention efforts and relationships with external stakeholders due to the changes in our management team; challenges in attracting and retaining qualified personnel; geopolitical, economic and market conditions, including high inflation, changes to trade, fiscal and monetary policy, high interest rates, currency fluctuations, challenges in the supply chain and any disruptions in the global economy as a result of the conflicts in Ukraine and the Middle East; dependence on expenditures by manufacturers and cyclical downturns in the semiconductor capital equipment industry; reliance on a very small number of original equipment manufacturers (“OEMs”) for a significant portion of sales; negotiating leverage held by our customers; competitiveness and rapid evolution of the industries in which we participate; keeping pace with developments in the industries we serve and with technological innovation generally; designing, developing and introducing new products that are accepted by OEMs in order to retain our existing customers and obtain new customers; managing our manufacturing and procurement process effectively; defects in our products that could damage our reputation, decrease market acceptance and result in potentially costly litigation; and our dependence on a limited number of suppliers. Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission (the “SEC”), including other risks, relevant factors, and uncertainties identified in the “Risk Factors” section of our Annual Report on Form 10 K for the year ended December 27, 2024 and any other periodic reports that we may file with the SEC.
All forward-looking statements in this press release are based upon information available to us as of the date hereof, and qualified in their entirety by this cautionary statement. We undertake no obligation to update or revise any forward-looking statements contained herein, whether as a result of actual results, changes in our expectations, future events or developments, or otherwise, except as required by law.
Contact:
Greg Swyt, CFO 510-897-5200
Claire McAdams, IR & Strategic Initiatives 530-265-9899
IR@ichorsystems.com
Source: Ichor Holdings, Ltd.