The present invention relates to a backside illuminated (BSI) imager having a plurality of layers. A plurality of pixel sensors are positioned on a first layer of a substrate. Pixel select conductors are positioned on the substrate in front of the first layer. Pixel readout conductors including a plurality of output lines, pixel power conductors, and a ground conductor are positioned on the substrate in front of the pixel select conductors. A plurality of sample and hold capacitors coupled to the pixel output lines are positioned vertically and/or horizontally on the substrate in front of the ground conductor.