DEF 14A of Ultra Clean Holdings, Inc.
Filed Apr 26, 2024 · FY20230001140361-24-022572
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our Amended and Restated Bylaws provide that our Board of Directors shall be elected at the annual meeting of our stockholders, and each director so elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Our Board of Directors, at the recommendation of the Nominating, Environmental, Social and Corporate Governance Committee, has recommended for nomination the nominees for director named below. All of these nominees currently serve as our directors. Each nominee has consented to serve as a nominee, to serve as a director if elected, and to being named a nominee in this proxy statement. If a director nominee becomes unavailable before the election, your proxy authorizes the people named as proxies to vote for a replacement nominee if our Board of Directors names one. Our Amended and Restated Bylaws provide that a director nominee must receive a majority of the votes cast with respect to such nominee in uncontested director elections (i.e., the number of shares voted “for” a director nominee must exceed the number of shares voted “against” such nominee). Accordingly, abstentions and broker non-votes will have no effect on the outcome of this proposal. If an incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, the director shall immediately tender his or her resignation to the Board. The Nominating, Environmental, Social and Corporate Governance Committee of the Board, or such other committee designated by the Board, shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose its decision regarding the resignation within 90 days following certification of the election results. If the Board accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, the remaining members of the Board may fill the resulting vacancy or may decrease the size of the Board.
PROPOSAL 1: ELECTION OF DIRECTORS
| NAME | POSITION/OFFICE HELD WITH THE COMPANY | AGE | DIRECTOR SINCE | | Clarence L. Granger | Chairman of the Board and Nominee for Director | 75 | 2002 | | James P. Scholhamer | Chief Executive Officer, Director and Nominee for Director | 57 | 2015 | | David T. ibnAle | Director and Nominee for Director | 52 | 2002 | | Emily M. Liggett | Director and Nominee for Director | 68 | 2014 | | Thomas T. Edman | Director and Nominee for Director | 61 | 2015 | | Barbara V. Scherer | Director and Nominee for Director | 68 | 2015 | | Ernest E. Maddock | Director and Nominee for Director | 66 | 2018 | | Jacqueline A. Seto | Director and Nominee for Director | 58 | 2020 |
PROPOSAL 1: ELECTION OF DIRECTORS
Members of our Board self-identify as set forth in the table below:
Board Diversity Matrix (As of March 28, 2024)
Board Diversity Matrix (As of March 28, 2024)
Board Diversity Matrix (As of March 28, 2024)
| Total Number of Directors | 8 |
Board Diversity Matrix (As of March 28, 2024)
| | FEMALE | MALE | NON-BINARY | DID NOT DISCLOSE GENDER | | Part I: Gender Identity | | | | | | Directors | 3 | 5 | | | | Part II: Demographic Background* | | | | | | African American or Black | | 1 | | | | Alaskan Native or Native American | | | | | | Asian | 1 | | | | | Hispanic or Latinx | | | | | | Native Hawaiian or Pacific Islander | | | | | | White | 1 | 3 | | | | Two or More Races or Ethnicities | 1 | | | | | LGBTQ+ | | 1 | | | | Did Not Disclose Demographic Background | | | | |
Board Diversity Matrix (As of March 28, 2024)
Set forth below is information about each of our nominees for director:
Board Diversity Matrix (As of March 28, 2024)
| | Clarence L. Granger — Chairman and Independent Director Director since 2002 Age: 75 Key qualifications and expertise considered by the Board in nominating this director: • Extensive knowledge of UCT’s business, strategy, people, operations, finances and competitive position in the semiconductor capital equipment industry as our former CEO • Executive leadership and vision • Global network of customer, industry and government relationships | | Clarence L. Granger has served as our Chairman since October 2006. From 1996 to 2015, Mr. Granger served in multiple roles with UCT including Chief Operating Officer and Executive Vice President of Operations, culminating with 12 years as our Chief Executive Officer. Before joining UCT, Mr. Granger held executive management roles at Seagate Technology, HMT Technology and Xidex, including the position of Chief Executive Officer for HMT Technology. Mr. Granger has a B.S. in Industrial Engineering from the University of California at Berkeley and an M.S. in Industrial Engineering from Stanford University. | |
Board Diversity Matrix (As of March 28, 2024)
| | James P. Scholhamer — Chief Executive Officer and Director Director since 2015 Age: 57 Key qualifications and expertise considered by the Board in nominating this director: • Strong engineering and operations experience • Provides the Board of Directors with a unique perspective as Chief Executive Officer and leader of our strategic planning process | | Before joining UCT as Chief Executive Officer in 2015, James P. Scholhamer served as Corporate Vice President and General Manager of Applied Materials, Inc., leading the Equipment Products Group and Display Services Group of its Global Service Division. Earlier at Applied Materials, Mr. Scholhamer served as Vice President of Operations-Energy for the Environmental and Display Products Division and Corporate Vice President and General Manager of the Display Business Group. Prior to joining Applied Materials, Mr. Scholhamer worked for Applied Films Corporation as Vice President of Operations, Engineering and Research Development and as Vice President of Thin Film Coating Division and Thin Film Equipment Division. Mr. Scholhamer holds a B.S. in Materials and Metallurgical Engineering from the University of Michigan. | |
Board Diversity Matrix (As of March 28, 2024)
| | David T. ibnAle — Independent Director Director since 2002 Age: 52 Key qualifications and expertise considered by the Board in nominating this director: • Expertise in corporate finance, accounting and strategy • Brings a thorough understanding of business management, including investment, corporate strategy and mergers and acquisitions to UCT’s growth initiatives • Qualifies as a financial expert and provides important support as a member of our Audit Committee | | David T. ibnAle is a Founding and Managing Partner of Advance Venture Partners LLC. He has 26 years of experience as an investor in high-growth technology companies. Before co-founding AVP, Mr. ibnAle was a Managing Director of TPG Growth, the growth equity and middle-market investment platform of TPG. Prior to joining TPG Growth, he was an investment professional and Partner at Francisco Partners and an investment professional at Summit Partners. Mr. ibnAle has served on the Boards of Directors of several public and private technology companies, and currently serves on the Boards of Affinity, Alto Solutions, AutoLeap, Morning Consult, Nativo and UrbanSitter. Mr. ibnAle also serves as Vice Chair of the Board of Trustees and as Chair of the Investment Committee of the San Francisco Foundation and on the Board of Directors and Investment Committee of the Black Economic Alliance Venture Fund. Mr. ibnAle holds a B.A. in Public Policy and an M.A. in International Development Policy from Stanford University, and an M.B.A. from the Stanford University Graduate School of Business. | |
Board Diversity Matrix (As of March 28, 2024)
| | Emily Liggett — Independent Director Director since 2014 Age: 68 Key qualifications and expertise considered by the Board in nominating this director: • CEO and management experience in a variety of technical industrial companies • International perspective; has managed worldwide businesses, partnerships, and international joint ventures • Expertise in strategy, operations, new product development, sales, marketing, and business development for highly technical businesses | | Emily Liggett is the Founder and Chief Executive Officer of Liggett Advisors, a strategy/implementation consulting business, since 2017. Previously, Ms. Liggett was CEO of NovaTorque, Inc., CEO of Apexon, CEO of Capstone Turbine and CEO of Elo TouchSystems. Before these roles, she held assignments in sales, marketing, operations and general management at Raychem Corporation, including GM of the Raychem Telecommunications Division. Ms. Liggett is presently a director of Materion Corporation. She was previously a director of Kaiser Aluminum, MTS Systems Corporation and of Immersion Corporation, and serves on the Purdue Research Foundation Board of Directors. As a board member, Ms. Liggett has developed expertise in oversight of corporate sustainability matters including environmental, social and governance best practices and implementation. Ms. Liggett has a B.S. in Chemical Engineering from Purdue University, an M.S. degree in Manufacturing Systems and an M.B.A. from Stanford University. | |
Board Diversity Matrix (As of March 28, 2024)
| | Thomas T. Edman — Independent Director Director since 2015 Age: 61 Key qualifications and expertise considered by the Board in nominating this director: • Business acumen and experience in the technology industry with sizeable companies, including as CEO of a public company • Extensive experience in Asia and with compensation matters | | Thomas T. Edman is currently Chief Executive Officer of TTM Technologies Inc. since 2014 and has been a member of its Board of Directors since 2004. Mr. Edman held multiple management roles at Applied Materials Inc., including Group Vice President and General Manager of the AKT Display Business Group and Corporate Vice President of Corporate Business Development. Before that he served as President and CEO of Applied Films Corporation and also as General Manager of the High Performance Materials Division of Marubeni Specialty Chemicals Inc. Mr. Edman is currently the Chairman of the IPC, a trade association for the electronics manufacturing industry. Mr. Edman holds a B.A. in East Asian Studies (Japan) from Yale University and an M.B.A. from The Wharton School at the University of Pennsylvania. | |
Board Diversity Matrix (As of March 28, 2024)
| | Barbara V. Scherer — Independent Director Director since 2015 Age: 68 Key qualifications and expertise considered by the Board in nominating this director: • Extensive experience in the technology industry, including significant operational expertise • Practical and strategic insight into complex financial reporting and management issues | | Barbara V. Scherer’s career spans more than 30 years, including 25 years in senior financial leadership roles in the technology industry. Previously, she was Senior Vice President, Finance and Administration and Chief Financial Officer of Plantronics Inc. from 1998 to 2012. Before Plantronics, she held executive management positions spanning 11 years in the disk drive industry, was an associate with The Boston Consulting Group and was a member of the corporate finance team at ARCO. Ms. Scherer is a member of the Board of Directors of NETGEAR Inc. a former chair of the audit committee and current chair of the compensation committee. She previously served as a director of Ansys Inc., chairing the audit committee from 2018-2022. She also served as a director of Keithley Instruments Inc., chaired audit committee from 2008-2010, and has experience serving on the boards of nonprofit organizations. Ms. Scherer received a B.A. from the University of California at Santa Barbara and an M.B.A. from the School of Management at Yale University. | |
Board Diversity Matrix (As of March 28, 2024)
| | Ernest E. Maddock — Independent Director Director since 2018 Age: 66 Key qualifications and expertise considered by the Board in nominating this director: • Practical and strategic insight into complex financial reporting and management issues • Significant operational expertise • Knowledge of critical drivers across the semiconductor ecosystem | | Ernest E. Maddock has held leadership positions at multiple global companies during his career. Mr. Maddock served as Senior Vice President and Chief Financial Officer at Micron Technology from 2015 until his retirement in 2018. Prior to joining Micron, Mr. Maddock served as Executive Vice President and Chief Financial Officer of Riverbed Technology. Before joining Riverbed, he spent 15 years at Lam Research Corporation (“Lam”), rising to Executive Vice President and Chief Financial Officer. His previous roles at Lam included Vice President, Customer Support Business Group; and Group Vice President and Senior Vice President of Global Operations. Currently, Mr. Maddock serves on the Board of Directors of Avnet, Inc., Ouster Inc., Teradyne, Inc., and previously served as a member of the Board of Directors for Intersil Corporation. Mr. Maddock holds a B.S. in Industrial Management from the Georgia Institute of Technology and an M.B.A. from Georgia State University. | |
Board Diversity Matrix (As of March 28, 2024)
| | Jacqueline A. Seto — Independent Director Director since 2020 Age: 58 Key qualifications and expertise considered by the Board in nominating this director: • Deep understanding of the semiconductor industry • Proven strategic insight • Extensive experience in product strategy and marketing | | Jacqueline A. Seto is currently Principal of Side People Consulting, partnering with emerging companies and with non-profit organizations advising on strategic and business planning, change management and other executive service consulting. Previously, Ms. Seto spent 22 years at Lam Research, where she advanced to the position of Group Vice President and General Manager of the Clean Business Unit. Her previous roles at Lam included Corporate Vice President and General Manager in the Reliant Business Unit, Vice President of Product and Strategic Marketing and Managing Director of Emerging Businesses. Ms. Seto currently serves as a member of the Board of Trustees for The Oregon Museum of Science and Industry, and as a member of the Board of Directors for the International Women’s Forum Oregon. She previously served as a member of the Board of Directors for TriAegis Residential Services, for Mastersranking.com and as the Board Secretary of Prevent Child Abuse Oregon. As a board member, Ms. Seto has developed expertise in oversight of corporate sustainability matters including environmental, social and governance best practices and implementation. Ms. Seto holds a Bachelor of Engineering in Chemical Engineering from McGill University. | |
Board Diversity Matrix (As of March 28, 2024)
There are no family relationships among any of our directors and executive officers. There are no arrangements or understandings between any of our directors and us pursuant to which such director was or is to be selected as a director or nominee. Information related to the compensation of our Board of Directors can be found under “Director Compensation” below.
Board Diversity Matrix (As of March 28, 2024)
| | Our Board of Directors recommends that you vote “FOR” each of the nominees to the Board of Directors set forth in this Proposal 1. |
Consideration of Director Nominees
Consideration of Director Nominees Director Qualifications. The Nominating, Environmental, Social and Corporate Governance Committee of the Board operates pursuant to a written charter and establishes membership criteria for the Board and each committee of the Board and recommends to the Board individuals for membership on the Board and its committees. There is no fixed set of qualifications that must be satisfied before a candidate will be considered. Rather, candidates for director nominees are reviewed in the context of the current composition of our Board of Directors, our operating requirements and the interests of our stockholders. In conducting its assessment, the committee considers issues of judgment, diversity, age, skills, background, experience and such other factors as it deems appropriate given the needs of the Company and our Board of Directors. Although we do not have a formal policy with regard to the consideration of diversity, when identifying and selecting director nominees, the Nominating, Environmental, Social and Corporate Governance Committee also considers the impact a nominee would have in terms of increasing the diversity of our Board of Directors with respect to professional experience, skills, backgrounds, viewpoints and areas of expertise. The Nominating, Environmental, Social and Corporate Governance Committee also considers the independence, financial literacy and financial expertise standards required by our committee charters and applicable laws, rules and regulations, and the ability of the candidate to devote the time and attention necessary to serve as a director and a committee member. Identifying and Evaluating Nominees for Director. In the event that vacancies are anticipated or otherwise arise, the Nominating, Environmental, Social and Corporate Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Nominating, Environmental, Social and Corporate Governance Committee through current directors, professional search firms, stockholders or other persons. Candidates are evaluated at regular or special meetings of the Nominating, Environmental, Social and Corporate Governance Committee (or our independent directors) and may be considered at any point during the year. Stockholder Nominees. Candidates for director recommended by stockholders will be considered by the Nominating, Environmental, Social and Corporate Governance Committee. Such recommendations should include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications for membership on our Board of Directors, information regarding any relationships between the candidate and our Company within the last three years and a written indication by the recommended candidate of the candidate’s willingness to serve on our Board of Directors. Stockholder recommendations, with such accompanying information, should be sent to the attention of the Chair of the Nominating, Environmental, Social and Corporate Governance Committee at the address listed under “Information Concerning Solicitation and Voting — Contacting Ultra Clean.” Stockholders also may nominate directors for election at our annual meeting of stockholders by following the provisions set forth in our Amended and Restated Bylaws. The deadline and procedures for stockholder nominations are disclosed elsewhere in this proxy statement under the caption “Information Concerning Solicitation and Voting— Deadline for Receipt of Stockholder Proposals.”
Director Compensation
Director Compensation The Compensation and People Committee reviews and determines the compensation for our non-employee directors with the assistance from our independent compensation consultant, Semler Brossy Consulting Group, LLC (“Semler Brossy”). Since the election of our directors at the 2023 Annual Meeting of Stockholders, our non-employee directors earn the following twelve-months retainers for service on our Board of Directors and its standing committees:
Director Compensation
| • | a $60,000 twelve-months cash retainer for service as a member of our Board of Directors |
Director Compensation
| • | an additional $70,000 twelve-months cash fee for serving as independent chair of our Board of Directors |
Director Compensation
| • | the following additional twelve-months cash retainers for service on the standing committees of our Board of Directors: |
Director Compensation
| • | Audit Committee – $12,500 (or $25,000 for the chair) |
Director Compensation
| • | Compensation and People Committee – $10,000 (or $20,000 for the chair) |
Director Compensation
| • | Nominating, Environmental, Social and Corporate Governance Committee – 10,000 (or $20,000 for the chair). |
Director Compensation
No fee is paid for attendance at any Board of Directors or committee meeting. Cash retainers for Board and committee service are paid quarterly. Annual Stock Awards. On an annual basis, each non-employee director is eligible to receive an annual award of restricted stock. On the date of our 2023 annual meeting of stockholders, each of our non-employee directors at such time was granted a restricted stock award with a value of approximately $160,000 (equating to 5,296 shares of our common stock based on the 60 trading days average price of our common stock preceding the grant date) that fully vests on the earlier of (i) the day before the 2024 Annual Meeting of Stockholders and (ii) May 17, 2024. Initial Stock Awards. Upon joining the Board (other than at an annual meeting), each non-employee director is eligible to receive an initial award of restricted stock, in an amount equal to the value of the annual non-employee director award for such year, pro-rated based on the length of services provided from appointment to the Board until the following annual stockholder meeting. The restricted stock will become fully vested on the date of the annual stockholder meeting following such award. The following table sets forth compensation for our non-employee directors for fiscal 2023. Our only employee director during fiscal 2023, Mr. Scholhamer, does not receive separate compensation for service as a director. Information on Mr. Scholhamer’s compensation for fiscal 2023 is disclosed in the Summary Compensation Table below.
Director Compensation
| NAME | FEES EARNED OR PAID IN CASH(3) ($) | STOCK AWARDS(1)(2) ($) | TOTAL ($) | | Thomas T. Edman | 91,993 | 150,195 | 242,188 | | Clarence L. Granger | 118,955 | 150,195 | 269,150 | | David T. ibnAle | 82,048 | 150,195 | 232,243 | | Emily M. Liggett | 83,699 | 150,195 | 233,894 | | Ernest E. Maddock | 94,479 | 150,195 | 244,674 | | Jacqueline A. Seto | 85,370 | 150,195 | 235,565 | | Barbara V. Scherer | 82,048 | 150,195 | 232,243 |
Director Compensation
| (1) The amounts shown are the grant date fair values for restricted stock awards granted in fiscal year 2023 computed in accordance with FASB ASC Topic 718 based on the closing price of our common stock on the day preceding the grant date. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. |
Director Compensation
| (2) Messrs. Edman, Granger, ibnAle and Maddock and Mses. Liggett, Scherer and Seto each held an outstanding restricted stock award with respect to 5,296 shares of our common stock as of December 29, 2023. |
Fiscal 2023 Performance and Compensation Highlights
| • | Our annual cash incentive outcomes for FY2023 were paid based on revenue, operating results and execution against strategic objectives. On average, the NEOs received annual cash incentive outcomes of 99% of target. |
Fiscal 2023 Performance and Compensation Highlights
| • | Target total pay opportunities (defined as base salary plus target annual incentive plus target equity grant) for all non-CEO NEOs increased by a range of 1% to 4%(1), and increased for our CEO by 14.3%, to similarly account for being below the market midrange and seeking to achieve parity with internal and external peers. |
Fiscal 2023 Performance and Compensation Highlights
| • | We continued to rely on performance-based equity as part of our long-term incentive program with a 55% mix for our CEO, 50% mix for Chief Financial Officer, Chief Operating Officer and Chief Information Officer and 25% for other NEOs. Based on the pre-determined calculation criteria set forth in our long-term incentive program, our performance-based equity payout for the equity granted in 2021 vested at 30%. |
Fiscal 2023 Performance and Compensation Highlights
| (1) Pay opportunities for Christopher S. Cook is not included here as fiscal 2023 was his first annual equity grant cycle. |
Overview of Compensation Program and Philosophy
| 2. | Motivate key employees to achieve goals using individual performance goals combined with a balanced scorecard approach at the corporate, business unit and operational levels that enhance stockholder value. These corporate goals track with our longer-term objective of profitable growth and market share gains. Our corporate goals also addressed the integration of newly acquired businesses, including the integration of key talent. |
Overview of Compensation Program and Philosophy
| • | offering short-term cash incentive opportunities upon achievement of performance goals we consider challenging but achievable; and |
Overview of Compensation Program and Philosophy
| • | providing significant, long-term equity incentive opportunities in order to retain those individuals with the leadership abilities necessary for increasing long-term stockholder value while aligning the interests of our executive officers with those of our stockholders. |
Process for Determining Executive Compensation
Process for Determining Executive Compensation Each year, our Compensation and People Committee, together with our senior management team, establishes performance targets for short-term and long-term incentive plans that require the achievement of significant financial results. Each year, our Compensation and People Committee determines compensation by assessing prior year performance against these established financial targets, as well as other factors such as the compensation paid by comparable companies (which may include comparisons to companies in broad-based compensation surveys or, for fiscal 2023, our peer group), achievement of strategic objectives, improvements in market share and the professional development and potential of individual officers. Ultimately, the amount of compensation awarded to our executive officers is determined based on performance and what our Compensation and People Committee believes is in the best interests of our stockholders. The Compensation and People Committee meets with our Chief Executive Officer and other executives, including our Chief Human Resources Officer, as necessary, to obtain recommendations with respect to Company compensation programs, practices, and packages. The Chief Executive Officer, in consultation with our Chief Human Resources Officer, makes recommendations to the Compensation and People Committee on executive performance, base salary, annual bonus targets and equity compensation for the executive team and other employees, other than himself. Our Chief Human Resources Officer also meets directly with the Compensation and People Committee (including outside the presence of our Chief Executive Officer) to assist the Compensation and People Committee in its decision-making process, including its analysis of broad-based data from third-party industry surveys and other data on executive compensation. Although the Compensation and People Committee considers management’s recommendations with respect to executive compensation, the Compensation and People Committee makes all final decisions on executive compensation matters. Our Chief Executive Officer and Chief Human Resources Officer attend most of the Compensation and People Committee’s meetings, but the Compensation and People Committee also holds executive sessions not attended by any members of management or non-independent directors. The Compensation and People Committee deliberates and makes decisions with respect to performance and compensation without the Chief Executive Officer and the Company’s other executives present. The Compensation and People Committee has the ultimate authority to make decisions with respect to the compensation of our executive officers, but may, if it chooses, delegate some of its responsibilities to subcommittees. The Compensation and People Committee has not in the past delegated authority with respect to the compensation of executive officers. The Compensation and People Committee initially engaged Semler Brossy as its outside compensation consultant in 2019 to provide an independent review of the Company’s executive compensation program, including an analysis of both the competitive market and the design of our compensation programs. Semler Brossy continued to provide advice and recommended a course of action for fiscal year 2023. More specifically, Semler Brossy advised the Compensation and People Committee on the designation of peer group companies, evaluated the final list of peer companies approved by the Compensation and People Committee and provided competitive compensation data and analysis relating to the compensation of our Chief Executive Officer and our other executive officers. Semler Brossy also furnished the Compensation and People Committee with reports on peer company practices relating to the following matters: short-term and long-term compensation program design; equity compensation; retention value of current equity holdings; target incentive opportunities; and compensation trends. In addition, Semler Brossy assisted the Compensation and People Committee with its CEO pay ratio analysis and provided our Compensation and People Committee assistance in developing our Compensation Discussion and Analysis in this proxy statement. Semler Brossy attended meetings of the Compensation and People Committee regarding executive compensation and communicated with the chair of the Compensation and People Committee outside of meetings. The consultant reported to the Committee rather than to management, although the consultant met with management from time to time for purposes of gathering information on proposals that management made or may make to the Compensation and People Committee. The Compensation and People Committee has the authority to replace the compensation consultant or hire additional consultants at any time. Semler Brossy provides analyses and recommendations that inform the Compensation and People Committee’s decisions, but it does not decide or approve any compensation decisions. Except for the Company’s subscription to certain broad-based compensation survey data, Semler Brossy has not provided any services to the Company other than to the Compensation and People Committee and receives compensation from the Company only for services provided to the Compensation and People Committee. Our Compensation and People Committee assessed the independence of Semler Brossy pursuant to SEC and Nasdaq rules and concluded that Semler Brossy is independent and that Semler Brossy’s work has not raised any conflict of interest.
Compensation Structure
| (ii) cash incentive opportunities; |
Compensation Structure
| (iii) | annual long-term equity incentive awards (both time-based and performance-based); and |
Compensation Structure
| • Advanced Energy Industries (AEIS) • Alpha & Omega Semiconductor (AOSL) • Benchmark Electronics (BHE) • Cohu (COHU) • Diodes (DIOD) • Fabrinet (FN) • FormFactor (FORM) • Ichor (ICHR) • Kimball Electronics (KE) • Kulicke and Soffa Industries (KLIC) | • Methode Electronics (MEI) • MKS Instruments (MKSI) • Onto Innovation (ONTO) • OSI Systems (OSIS) • Photronics (PLAB) • Plexus (PLXS) • Semtech (SMTC) • SMART Global Holdings (SGH) • Synaptics (SYNA) • TTM Technologies (TTMI) |
Compensation Structure
This Compensation Peer Group is not used for purposes of analyzing the Company’s stock price performance as compared to the Nasdaq Composite Index and the RDG Semiconductor Composite Index. For further information regarding the Company’s cumulative total and relative stockholder return, see our graph included in our Annual Report on Form 10-K for the year ended December 29, 2023. As discussed above, our Compensation and People Committee has a long-term practice of targeting the compensation levels of our executive officers at or around the median of the compensation of comparable officers at comparable companies, as derived from peer group data and broader composite survey data. Our Compensation and People Committee may vary from this target range for various elements of compensation depending on the executive officer’s job performance, skill set, level of responsibility, prior compensation, and business conditions, or for other reasons. Any significant variations of our fiscal 2023 pay decisions as compared to long-term targeted levels are further discussed below.
Cash Compensation
In fiscal 2023, the Compensation and People Committee determined to increase the base salary of our Chief Executive Officer by 6.9% to $775,000, as part of the Compensation and People Committee’s long-term goal of more closely aligning our Chief Executive Officer’s base salary with the market and to recognize Mr. Scholhamer’s strong performance in the role of Chief Executive Officer and his significant contributions to our organization. The Compensation and People Committee also determined to increase the base salaries of Ms. Savage by 10% to more closely align her base salary with market levels, consistent with the Compensation and People Committee’s long-term compensation philosophy. Our base salary levels were also set after considering the significance of the roles of these executives in our overall management for fiscal 2023 and the Compensation and People Committee’s determination of the correlation of their responsibilities with our overall corporate operating performance. Overall, the Compensation and People Committee determined that the base salary levels/increases were consistent with the Company’s overall compensation objectives and were appropriate to retain our executives at a point in time at which the Company had achieved strong results in fiscal 2023. Fiscal 2023 Cash Incentive Bonuses. On March 23, 2023, the Compensation and People Committee approved target incentive cash compensation for our executive officers for 2023 under our Management Bonus Plan (the “Management Bonus Plan”). The Company’s executive officers were eligible to participate in the Management Bonus Plan, which provided for the opportunity to earn quarterly and annual bonuses based on corporate and individual performance during the fiscal year. Bonuses under the Management Bonus Plan are based on each executive officer’s annual target cash incentive opportunity (established as a percentage of each executive officer’s base salary, referred to as the “Target Bonus”). For each executive officer, 85% of the cash bonus opportunity under the Management Bonus Plan was evaluated based on multiples (ranging from 0 to 2) of the Target Bonus based on performance of the Company against corporate goals and objectives as approved by the Compensation and People Committee for the applicable measurement period, 55% of which was based on quarterly financial and operating performance and paid out quarterly, and 45% of which was based on annual corporate goals and objectives and paid out annually. In addition, for each executive officer, an additional 15% of their cash bonus opportunity under the Management Bonus Plan was evaluated based on a multiple (ranging from 0 to 1) of the Target Bonus related to their individual performance against annual individual goals and objectives as approved by the Compensation and People Committee and paid out annually. Under this Management Bonus Plan, bonuses based on corporate goals and objectives were limited to no more than twice the amount of 85% of the applicable executive officer’s Target Bonus, and bonuses based on individual goals and objectives were limited to no more than 15% of the applicable executive officer’s Target Bonus. The Compensation and People Committee may increase or decrease bonuses calculated under the Management Bonus Plan at its discretion based on corporate or individual performance. Corporate goals and objectives under the Management Bonus Plan may include goals and objectives relating to operational performance (e.g., quality and delivery performance), growth, implementation of strategic programs, financial results as compared to the Company’s operating plan or other benchmarks, and human resource initiatives. Individual goals and objectives were tailored to each executive officer’s position and are designed to award performance based on the individual’s contribution to the Company’s growth, financial performance, structural organization and achievement of strategic initiatives. Target Bonus opportunities under the Management Bonus Plan are reviewed and approved on an annual basis for each named executive officer and established based on each named executive officer’s role and level of responsibility within the organization. As discussed earlier, the Compensation and People Committee maintained the target incentive bonus opportunities for all NEOs. For fiscal 2023, the target bonus percentages as a percentage of base salary were consistent for each of our NEOs with fiscal 2022, as follows:
Cash Compensation
| | TARGET BONUS AS A PERCENTAGE OF BASE SALARY | | | Named Executive Officer | 2023 | 2022 | | James P. Scholhamer | 110% | 110% | | Sheri L. Savage | 85% | 85% | | Vijayan S. Chinnasami(1) | 85% | 85% | | Christopher S. Cook(1) | 60% | 60% | | Jeffrey L. McKibben | 60% | 60% |
Cash Compensation
| NAMED EXECUTIVE OFFICER(1) | 2023 CASH INCENTIVE BONUS | | | | | | 2023 | 2023 | 2022 | | | Q1 | Q2 | Q3 | Q4 | ANNUAL | TOTAL | TARGET(2) | ACHIEVEMENT | TOTAL | | James P. Scholhamer | $70,538 | $50,841 | $99,478 | $110,508 | $456,720 | $788,084 | $825,000 | 96% | $925,479 | | Sheri L. Savage | 37,591 | 27,094 | 53,139 | 60,601 | 245,390 | 423,814 | 446,250 | 95% | 485,484 | | Vijayan S Chinnasami(3) | 44,042 | 31,929 | 60,288 | 60,794 | 363,477 | 560,530 | 507,652 | 110% | 562,707 | | Christopher S. Cook | 25,473 | 18,360 | 35,849 | 38,888 | 163,055 | 281,626 | 294,000 | 96% | 275,742 | | Jeffrey L. McKibben | 22,289 | 16,065 | 31,382 | 34,222 | 139,675 | 243,633 | 258,000 | 94% | 288,893 |
Cash Compensation
| (1) The Management Bonus Plan for 2023 included quarterly bonus opportunities based on Company financial and operational metrics, and a separate annual bonus opportunity based on additional annual Company financial and operational metrics and individual goals. |
Cash Compensation
| (2) Target incentive cash compensation was calculated based on the Target Bonus as a Percentage of Base Salary table above and the executive officer’s base salary for 2023 as set forth in the Base Salary table above. |
Cash Compensation
Quarterly achievement of corporate goals and objectives for our NEOs for 2023 was determined based on a corporate scorecard approved by the Compensation and People Committee at the time of the adoption of the Management Bonus Plan. These quarterly corporate goals and objectives were set based on key performance indicators for (i) quality and delivery performance as measured by customer scorecards, various internal quantitative quality and delivery metrics and qualitative assessments of customer satisfaction and (ii) financial performance, as measured by the Company’s actual revenue and free cash flow against the Company’s annual operating plan for 2023, which is updated for the second half of the year. Each of these goals was considered challenging but achievable at the time they were established. Annual achievement of corporate goals and objectives for our NEOs for 2023 was also determined based on a corporate scorecard approved by the Compensation and People Committee at the time of the adoption of the Management Bonus Plan. These annual corporate goals and objectives were based on key performance indicators for (i) the achievement of operational performance goals, including continuous improvement in quality, delivery, safety and customer perception of UCT’s operational performance, (ii) growth, measured by the Product division’s revenue growth as compared to the overall market for wafer fab equipment growth, and Services division’s revenue growth from integrated device manufacturers as compared to the overall market for wafer start growth, (iii) the achievement of key strategic programs for the Company in 2023, including to grow strategic engagement and design win with customers’ technology, product and operational roadmap, (iv) the achievement of key human capital strategic goals, including employee engagement to improve productivity, engagement and retention, (v) compliance and audit, work cross functionally to structure a robust IT General Controls/Segregation of Duty structure that will be used in 2024 Financial/Controls Audit, and (vi) financial performance, measured by revenue, operating margin and free cash flow against the Company’s annual operating plan for 2023, capital expense control and payment terms management. Annual achievement of individual goals and objectives for our NEOs for 2023 was determined based on an individual scorecard for each NEO approved by the Compensation and People Committee at the time of the adoption of the Management Bonus Plan. Each of these goals was considered challenging but achievable at the time they were established. The Compensation and People Committee determined that the above goals and objectives for the 2023 Management Bonus Plan were appropriate to drive successful execution of specific, near-term strategic objectives for the Company, enhance accountability, and continue to emphasize the Company’s financial performance during the fiscal year in the achievement of annual cash incentive bonuses, while at the same time balancing near-term financial performance with strategic and operational objectives that would support the Company’s long-term growth and long- term strategies. After each quarter of fiscal 2023, the Compensation and People Committee reviewed actual corporate performance against the quarterly corporate scorecards, and in February 2024, the Compensation and People Committee reviewed actual corporate performance for fiscal 2023 against the annual corporate scorecards. The Compensation and People Committee approved payouts under the Management Bonus Plan for each quarter in fiscal 2023 and for the annual 2023 period consistent with the Company’s scorecard achievement. In February 2024, the Compensation and People Committee also reviewed each of our NEOs’ actual individual performance against the annual individual scorecards. Following this review, the Compensation and People Committee determined to award our Chief Executive Officer an annual individual bonus equal to 15% (out of 15%) of his Target Bonus based on his achievement of goals. The Compensation and People Committee determined to award our Chief Financial Officer an additional annual individual bonus equal to 15% (out of 15%) of her Target Bonus based on her achievement of goals. The Compensation and People Committee also determined to award our other NEOs additional annual individual bonuses ranging from 13.5% to 15% (out of 15%) based on their achievement of individual goals. Our Compensation and People Committee invests significant time determining the financial and non-financial targets for the Company’s Management Bonus Program. In general, management makes the initial recommendation for the financial and non-financial targets based upon the Company’s annual Board-approved operating plan and other strategic goals and objectives, as well as the bonus opportunity for each officer, and these recommendations are reviewed and discussed by the Compensation and People Committee and its advisors. The major factors used in setting one or more targets for a particular year are the results for the most recently completed year and the annual operating plan for the current year. Other factors considered may include general economic and market conditions. Overall, the Compensation and People Committee seeks to tie a significant proportion of cash compensation to performance, while factoring in the Company’s current and expected financial results given current and expected business conditions and the cyclical nature of the semiconductor equipment industry. The Compensation and People Committee also recognizes that the Management Bonus Plan provides increased cash payments to our executives if we achieve results above targets, providing our executives an opportunity to achieve higher cash compensation for performance above expectations. We intend for the performance goals to be challenging but achievable and to reflect strong corporate performance. Quarterly bonuses under the Management Bonus Plan are calculated and paid on a quarterly basis, subject to the employee’s continued service with the Company through the applicable payment date, which the Company believes to have a positive effect on employee morale.
Equity Compensation
Equity Compensation Our equity compensation program is intended to align the interests of our executive officers with those of our stockholders by creating a long-term incentive for our executive officers to maximize stockholder value. The equity compensation program also is designed to encourage our executive officers to remain employed with us in a very competitive labor market. The Compensation and People Committee regularly monitors the changes in the business environment in which we operate and periodically reviews changes to our equity compensation program to help us meet our goals, which include the achievement of long-term stockholder value. Types of Equity Awards. In fiscal 2023, consistent with recent years, we granted our NEOs a combination of time- based and performance-based restricted stock units, or RSUs and PSUs. Mix of Performance versus Time-based “Refresh” Grants. The mix of time-based and performance-based awards for grants made in April 2023 were generally consistent with 2022. In allocating equity awards between time-based and performance-based awards, the Compensation and People Committee considers each NEO’s level of responsibility, and the relationship between that NEO’s performance and our common share price. The Compensation and People Committee determined that 55% of the annual “refresh” equity awards that were granted to our Chief Executive Officer and 50% to our Chief Financial Officer, Chief Operating Officer and Chief Information Officer would consist of performance-based awards because their roles focus more on overall corporate performance than our other NEOs. Performance-Based Equity Design. The annual PSU award program was designed to consider multiple performance metrics over a three-year performance period. The vesting criterion for the PSU awards at the end of the three-year period is the Company’s total GAAP revenue growth as compared to its peers, subject to modifications based on the Company’s relative TSR performance as compared to its peers and the Company’s operating EBITDA margin as compared to its operating plan. The overall program has a cap of 200% of target. The Compensation and People Committee identified relative GAAP revenue growth as the primary metric for the new PSU design to focus attention on growing the business and driving behaviors to identify new avenues of growth, both organically and through strategic investments. Operating EBITDA margin remains a key priority for the business during a period of growth and relative TSR provides direct alignment with shareholders. The Compensation and People Committee selected the use of relative performance measurement for both revenue growth and TSR to ensure that Ultra Clean is gaining market share and outperforming peers and selected the use of absolute operating margin to provide better line of sight for the participating officers. The combination of the three metrics allows for a holistic review of overall company performance and focuses on overall top-line revenue growth while ensuring appropriate attention to operating margins and overall shareholder value. For the relative revenue growth and relative TSR performance metrics, the Compensation and People Committee identified a separate group of performance peers that includes a wider range of companies, including non-US companies, exposed to similar dynamics within the semiconductor industry and also identified by several shareholders as key competitors. Semler Brossy conducted extensive back-testing to understand any correlation and directional alignment across these metrics when calibrating the peer group. The Compensation and People Committee removed one peer, CMC Materials, following their acquisition by Entegris in 2022, and did not make any additional adjustments. This resulted in a peer group that included the following companies (collectively, the “Performance Peer Group”) with companies also included in the Compensation Peer Group identified with an (*):
Equity Compensation
| • Advanced Energy Industries (*) (AEIS) • Amkor (AMKR) • Applied Materials (AMAT) • ASM International (ASM) • ASML Holdings (ASML) • Axcelis Technologies (ACLS) • Azenta (AZTA) • Entegris (ENTG) • FormFactor (*) (FORM) • Ichor (*) (ICHR) | • KLA (KLAC) • Kulicke and Soffa Industries (*) (KLIC) • Lam Research (LRCX) • MKS Instruments (*) ((MKSI) • Nova Measuring Instruments (NVMI) • Onto Innovation (*) (ONTO) • PDF Solutions (PDFS) • Photronics (*) (PLAB) • Teradyne (TER) • Veeco Instruments (VECO) |
Equity Compensation
The relative revenue growth metric pays linearly out between 0% to 200% based on the Company’s relative performance compared to the Performance Peer Group from the three-year period starting January 1, 2023 through December 31, 2025 based on the following schedule:
Equity Compensation
| FY2023-FY2025 RELATIVE REVENUE POSITIONING | PAYOUT | | Below 30th %ile | 0% | | 30th %ile | 50% | | 50th %ile | 100% | | 80th %ile or above | 200% |
Equity Compensation
The absolute operating margin modifier can be applied at -25%, 0%, or +25% based on the Company’s actual operating EBITDA margin performance compared to each annual operating plan within the three-year period. The performance for each year in the three-year period will be averaged to determine the final result based on the following schedule (results are not linearly interpolated):
Equity Compensation
| FY2023-FY2025 AVERAGE OPERATING EBITDA MARGIN(1) | PAYOUT | | More than +200 basis points improvement | +25% | | Within -200 and 200 basis points improvement | 0% | | More than -200 basis point improvement | -25% |
Equity Compensation
| (1) See Appendix A for a reconciliation of GAAP to non-GAAP measures and for additional information about the non-GAAP measures we use in this proxy statement. |
Equity Compensation
The relative TSR modifier can be applied at -25%, 0%, or +25% based on the Company’s relative performance compared to the Performance Peer Group from the three-year period starting January 1, 2023 through December 31, 2025 based on the following schedule (results are not linearly interpolated):
Equity Compensation
| FY2023-FY2025 RELATIVE TSR(1) RANK (INCLUDING ULTRA CLEAN) | PAYOUT | | Top Third (e.g., Rank 1 through 7) | +25% | | Middle Third (e.g., Rank 8 through 15) | 0% | | Bottom Third (e.g., Rank 16 through 22) | -25% |
Equity Compensation
In April 2023, the Compensation and People Committee granted the following long-term equity awards to our named executive officers:
Equity Compensation
| NAME | TIME- BASED (# SHARES) | PERFORMANCE- BASED (# SHARES) | TOTAL (# SHARES) | VALUE OF TARGET ANNUAL EQUITY GRANT ($)(1) | | James P. Scholhamer | 55,985 | 68,426 | 124,411 | $4,000,000 | | Sheri L. Savage | 21,772 | 21,772 | 43,544 | 1,400,000 | | Vijayan S. Chinnasami(2) | 21,772 | 21,772 | 43,544 | 1,400,000 | | Christopher S. Cook | 18,661 | 6,220 | 24,881 | 800,000 | | Jeffrey L. McKibben | 10,886 | 10,886 | 21,772 | 700,000 |
Equity Compensation
| (1) The number of RSUs awarded to each of our executive officers was determined using a target dollar value, with the number of RSUs and PSUs granted to achieve such target dollar value based on the average closing price of the Company’s common stock during the 60 business days prior to the grant date. The grant date for these awards was April 28, 2023, and the average closing price was $32.15. |
Equity Compensation
| (2) Vijayan S. Chinnasami termination effective December 31, 2023. His performance-based equity granted in 2023 was cancelled. |
Equity Compensation
Size of FY2023 “Refresh.” The number of equity awards the Compensation and People Committee granted to each executive officer in 2023 was determined based on a variety of factors, including each individual executive’s job performance and his or her level of job responsibility. The Compensation and People Committee also considered the use of long-term equity awards as a means to retain and incentivize executives. The size of each equity award granted to a NEO in 2023 was determined based on target equity value rather than a target number of units. Accordingly, the number of equity awards granted was influenced by our stock price at the time the awards were granted. The number and target value of the long-term equity granted to Mr. Scholhamer in fiscal 2023 was set at a target annual equity grant value of approximately $4 million. The $4 million annual grant represented an 18% increase for Mr. Scholhamer compared to his $3.4 million fiscal 2022 equity grant, as part of the Compensation and People Committee’s long-term goal of more closely aligning our Chief Executive Officer’s equity awards with market levels, and also to recognize Mr. Scholhamer’s sustained strong performance and significant contributions to our organization. The Compensation and People Committee also considered its long-term goal of setting grants at a level consistent with the midrange provided to comparable officers by members of our peer group in determining grants for our non-CEO NEOs for fiscal 2023 (and in the case of new hires, at levels competitive for such executives in the employment market), while at the same time considering the relative positions of each NEO within our global organization and past grant practices. The 2023 equity awards granted in April 2023 for our NEOs shown in the table above were all generally within targeted levels, as adjusted to maintain internal equity for NEOs with similar levels of responsibility within our Company. The equity awards granted during fiscal 2023 to our NEOs are set forth in detail under “Grants of Plan-Based Awards” below. Promotion and New Hire Grants. The Compensation and People Committee’s policy has been to make promotion grants on solely a time-based vesting schedule to enhance retention. Grant Practices. We have implemented procedures to regularize our equity award grant process, by making new hire grants and annual executive grants on the same day each month. The Compensation and People Committee has not granted, nor does it intend in the future to grant, equity compensation awards to executives in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement. Because our equity awards typically vest over multiple years, we believe recipients are motivated to see our stock price rise in the long-term rather than benefit from an immediate but short-term increase in the price of our stock following a grant. 2021 PSU Grants. On April 30th, 2021, the Compensation and People Committee granted a mix of RSUs and PSUs to the executive officers. The PSUs granted in 2021 vested in 2023 and resulted in the issuance of shares to executive officers. Based on the relative revenue performance detailed above, these PSUs were achieved at 55%. The Committee then applied the -25% modifier based on relative TSR company performance and did not have any modifier applied due to the performance on Operating Margin vs. plan. The combination of those calculations resulted in a 30% achievement. For purposes of the payout calculation, companies that were either acquired, taken private, or have gone bankrupt were positioned at the bottom of the group on both relative revenue and relative TSR performance.
Other Benefit Plans
Other Benefit Plans Deferred Compensation. We maintain a non-qualified deferred compensation plan, which allows eligible employees, including executive officers and directors, to voluntarily defer receipt of a portion of his/her salary and all or a portion of a bonus payment until the date or dates elected by the participant, thereby allowing the participating employee to defer taxation on such amounts. This plan gives highly compensated employees the opportunity to defer more compensation than they would otherwise be permitted to defer under a tax-qualified retirement plan, such as our 401(k) plan. We believe that deferred compensation is a competitive practice to enable us to attract and retain top talent. We do not make matching or other employer contributions to the deferred compensation plan because we believe the deferral opportunity is enough of a benefit on its own. Executive Perquisites. We offer limited perquisites to our executive officers. In addition to health care coverage that is generally available to our other employees, our executive officers are eligible for annual physical examinations more extensive than under the Company’s standard plans. Other Benefits. We also offer a number of other benefits to the executive officers pursuant to benefit programs that provide for broad-based employee participation. For example, our retirement plan is a tax-qualified 401(k) plan, which is a broad-based employee plan. Under the 401(k) plan, all participating employees (including executive officers) are eligible to receive limited matching contributions that are subject to vesting over time. The main objectives of our benefits programs are to give our employees access to quality healthcare, financial protection from unforeseen events, assistance in achieving retirement financial goals, enhanced health and productivity and to provide support for global workforce mobility, in full compliance with applicable legal requirements. These generally available benefits typically do not specifically factor into decisions regarding an individual executive’s total compensation or equity award package.
Post-Termination Arrangements
Post-Termination Arrangements Our post-termination arrangements with our NEOs are described in this proxy statement below. We believe the severance benefits under these agreements or policies are reasonable in amount and provide protection to key executive officers who would be likely to receive similar benefits from our competitors. The Compensation and People Committee reviews the potential costs and triggering events of employment and severance agreements and policies before approving them and will continue to consider appropriate and reasonable measures to encourage retention.
Compensation Consultant
Compensation Consultant The Compensation and People Committee determined to engage Semler Brossy with respect to fiscal 2023 executive officer and non-employee director compensation matters. Semler Brossy was retained by our Compensation and People Committee to provide an independent review of the Company’s executive compensation programs, including an analysis of both the competitive market and the design of the programs for 2023. In addition, during 2023, Semler Brossy assisted the Compensation and People Committee with its CEO pay ratio analysis and provided our Compensation and People Committee assistance in developing our Compensation Discussion and Analysis in this proxy statement. Semler Brossy also furnished the Compensation and People Committee with reports on peer company practices relating to the following matters: short-term and long-term compensation program design; equity compensation; retention value of current equity holdings; target incentive opportunities; and compensation trends.
Summary Compensation Table
Summary Compensation Table The following table shows compensation information for the three most recently completed fiscal years for our principal executive officer, our principal financial officer and our other three most highly compensated NEOs as of December 29, 2023:
Summary Compensation Table
| NAME AND POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | James P. Scholhamer Chief Executive Officer | 2023 | 736,538 | | 3,507,146 | 788,084 | 11,996(3) | 5,043,765 | | | 2022 | 704,808 | | 2,598,339 | 925,479 | 11,598 | 4,240,224 | | | 2021 | 636,538 | | 3,682,347 | 871,530 | 11,351 | 5,201,766 | | Sheri L. Savage Chief Financial Officer and Senior Vice President of Finance | 2023 | 511,539 | | 1,227,505 | 423,814 | 10,366(4) | 2,173,224 | | | 2022 | 489,231 | | 1,342,217 | 485,484 | 8,967 | 2,325,899 | | | 2021 | 451,923 | | 1,288,774 | 459,045 | 8,072 | 2,207,814 | | Vijayan S. Chinnasami(8) Chief Operating Officer | 2023 | 593,173 | | 1,227,505(9) | 560,530 | 45,877(5) | 2,427,085 | | | 2022 | 573,511 | | 1,342,217 | 562,707 | 44,563 | 2,522,998 | | | 2021 | 532,404 | | 1,288,774 | 549,333 | 44,444 | 2,414,955 | | Christopher S. Cook President, Products Division | 2023 | 484,615 | | 701,395 | 281,626 | 2,075(6) | 1,469,712 | | | 2022 | 343,385 | 100,000 | 687,795 | 275,742 | 1,058 | 1,407,980 | | Jeffrey L. McKibben Chief Information Officer | 2023 | 424,615 | | 613,753 | 243,633 | 8,363(7) | 1,290,364 | | | 2022 | 414,615 | | 534,923 | 288,893 | 6,744 | 1,245,175 | | | 2021 | 138,462 | | 803,736 | 90,099 | 572 | 1,032,869 |
Summary Compensation Table
| (1) Amounts shown do not reflect compensation received by the named executive officers. The amounts shown are the grant date fair value for stock awards granted in the applicable fiscal year, based on the 60 trading days average price of our common stock preceding the grant date. The other valuation assumptions and the methodology used to determine such amounts are set forth in Note 1 of the Notes to our Consolidated Financial Statements included in our Form 10-K for the year ended December 29, 2023. |
Summary Compensation Table
The value the NEOs will ultimately receive from their 2023 PSUs will depend on the performance requirements and the market price of Common Stock at the end of the three-year performance cycle. In fiscal year 2023, PSUs were granted to all NEOs except for Mr. Cook, who was appointed to his role subsequent to the annual equity grant process. The amounts reported were calculated in accordance with ASC 718 and reflect the grant date fair value at target (100%). The minimum number of PSUs that can be earned at the end of the three-year performance cycle is 0% and the maximum is 200%. The grant date fair value for the PSUs awarded to Mr. Scholhamer, Ms. Savage, Mr. Chinnasami, Mr. Cook and Mr. McKibben at the maximum payout of 200% is $3,857,858, $1,227,505, $1,227,505, $350,684, and $613,753, respectively. The value the NEOs may receive from their RSUs will depend on whether the time-based vesting requirement is met and the market price of Common Stock on the vesting date. See Grants of Plan-Based Awards in Fiscal Year 2023 table for the number of RSUs granted in fiscal year 2023.
Summary Compensation Table
| (2) Amounts consist of incentive bonuses earned in 2023. |
Summary Compensation Table
| (3) This amount consists of (a) matching contribution of $9,900 under the 401(k) Plan and (b) $2,096 in disability, accident, and life insurance premiums. |
Summary Compensation Table
| (4) This amount consists of (a) matching contribution of $8,269 under the 401(k) Plan and (b) $2,096 in disability, accident, and life insurance premiums. |
Summary Compensation Table
| (5) This amount consists of auto allowance. |
Summary Compensation Table
| (6) This amount consists of $2,075 in disability, accident, and life insurance premiums. |
Summary Compensation Table
| (7) This amount consists of (a) matching contribution of $6,369 under the 401(k) Plan and (b) $1,993 in disability, accident, and life insurance premiums. |
Summary Compensation Table
| (8) Vijayan S. Chinnasami was terminated without cause effective December 31, 2023; consistent with our severance policy, the performance-based equity granted in 2022 will vest at the end of its applicable performance period in accordance with our long-term incentive plan. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows all plan-based awards granted to the named executive officers during fiscal 2023:
Grants of Plan-Based Awards
| NAME | GRANT DATE | COMPENSATION COMMITTEE COMPENSATION ACTION DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLANS(2) | | | ALL OTHER STOCK AWARDS NUMBER OF STOCK OR UNITS (#)(3) | GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(4) | | | | | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | James P. Scholhamer | | | 852,500 | 1,705,000 | — | — | — | — | — | | | 4/28/2023 | 3/22/2023 | — | — | 17,107 | 68,426 | 136,852 | — | 1,928,929 | | | 4/28/2023 | 3/22/2023 | — | — | — | — | — | 55,985 | 1,578,217 | | Sheri L Savage | | | 467,500 | 935,000 | — | — | — | — | — | | | 4/28/2023 | 3/22/2023 | — | — | 5,443 | 21,772 | 43,544 | — | 613,753 | | | 4/28/2023 | 3/22/2023 | — | — | — | — | — | 21,772 | 613,753 | | Vijayan S. Chinnasami(5) | | | 510,000 | 1,020,000 | — | — | — | — | — | | | 4/28/2023 | 3/22/2023 | — | — | 5,443 | 21,772 | 43,544 | — | 613,753 | | | 4/28/2023 | 3/22/2023 | — | — | — | — | — | 21,772 | 613,753 | | Christopher S. Cook | | | 300,000 | 600,000 | — | — | — | — | — | | | 4/28/2023 | 3/22/2023 | — | — | 1,555 | 6,220 | 12,440 | — | 175,342 | | | 4/28/2023 | 3/22/2023 | — | — | — | — | — | 18,661 | 526,054 | | Jeffrey L. McKibben | | | 264,000 | 528,000 | — | — | — | — | — | | | 4/28/2023 | 3/22/2023 | — | — | 2,722 | 10,886 | 21,772 | — | 306,876 | | | 4/28/2023 | 3/22/2023 | — | — | — | — | — | 10,886 | 306,876 |
Grants of Plan-Based Awards
| (1) Reflects target at 100% and maximum cash award amounts pursuant to the Management Bonus Plan for fiscal 2023. |
Grants of Plan-Based Awards
| (2) Reflects performance-based restricted stock units. The amounts shown in the “Threshold”, “Target”, and “Maximum” columns reflect the payout opportunity associated with established levels of performance or achievement. |
Grants of Plan-Based Awards
| (3) Represents time-based stock units issued under our stock incentive plan. |
Grants of Plan-Based Awards
| (4) Under the terms of our stock incentive plan, fair market value is defined as the closing price on the day preceding the grant date. Our practice is for grants to be effective on the last Friday of the month in which the grant is approved. |
Grants of Plan-Based Awards
| (5) Vijayan S. Chinnasami’s termination was effective December 31, 2023. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table shows all outstanding equity awards held by the named executive officers as of December 29, 2023:
Outstanding Equity Awards at Fiscal Year-End
| | STOCK AWARDS | | EQUITY INCENTIVE PLAN AWARDS | | | NAME | RSU SHARES OR UNITS THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS THAT HAVE NOT VESTED ($)(1) | NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | MARKET VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(1) | | James P. Scholhamer | 7,275(2) | 248,369 | 8,001(3) | 273,154 | | | 24,231(4) | 827,246 | 22,212(5) | 758,301 | | | 55,985(8) | 1,911,328 | 34,213(9) | 1,168,032 | | Sheri L. Savage | 2,910(2) | 99,347 | 2,618(3) | 89,379 | | | 4,106(6) | 140,179 | 8,315(5) | 283,857 | | | 11,086(4) | 378,476 | 10,886(9) | 371,648 | | | 21,772(8) | 743,296 | — | — | | Vijayan S. Chinnasami(10) | — | — | 2,618(3) | 89,379 | | | — | — | 8,315(5) | 283,857 | | Christopher S. Cook | 14,254(7) | 486,632 | 3,110(9) | 106,175 | | | 18,661(8) | 637,087 | — | — | | Jeffrey L. McKibben | 5,320(7) | 181,625 | 4,157(5) | 141,920 | | | 707(7) | 24,137 | 5,443(9) | 185,824 | | | 5,543(4) | 189,238 | — | — | | | 10,886(8) | 371,648 | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) Based on the closing price of our common stock as of December 29, 2023 (our fiscal 2023 year-end), which was $34.14. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Remaining units vest on April 30, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Represents performance-based awards granted in fiscal 2021, vested at the end of the 3-year performance cycle at 30% on 3/29/2024. |
Outstanding Equity Awards at Fiscal Year-End
| (4) 1/2 vest on April 29, 2024, and April 29, 2025, respectively. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Represents performance-based awards granted in fiscal 2022, assuming achievement of the threshold target performance criteria at the end of the 3-year performance cycle. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Represents one-time transitional RSU. 1/2 vest on April 29, 2024, and April 29, 2025, respectively. |
Outstanding Equity Awards at Fiscal Year-End
| (7) New hire grants, 1/3 vest on vesting anniversary date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) 1/3 vest on April 30, 2024, April 30, 2025, and April 30, 2026, respectively. |
Outstanding Equity Awards at Fiscal Year-End
| (9) Represents performance-based awards granted in fiscal 2023, assuming achievement of the threshold target performance criteria at the end of the 3-year performance cycle. |
Outstanding Equity Awards at Fiscal Year-End
| (10) Vijayan S. Chinnasami’s termination was effective December 31, 2023. Consistent with our severance policy, the performance-based equity granted in 2022 will vest at the end of its applicable performance period in accordance with our long-term incentive plan. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We maintain a nonqualified deferred compensation plan, the Ultra Clean Holdings, Inc. 2004 Executive Deferred Compensation Plan (the “EDCP”), which allows eligible employees, including executive officers, and directors to voluntarily defer receipt of a portion of his/her salary and all or a portion of a bonus payment until the date or dates elected by the participant, thereby allowing the participating employee to defer taxation on such amounts. Amounts credited to the EDCP consist only of cash compensation that has been earned and payment of which has been deferred by the participant. The amounts deferred under the EDCP are credited with realized gains on investments and interest at market rates on cash balances. We do not make matching or other employer contributions to the EDCP. None of our named executive officers participated in the EDCP for fiscal 2023 and one of the named executive officers currently has an outstanding balance under the EDCP.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our principal executive officer. During fiscal 2023, the principal executive officer of Ultra Clean was our Chief Executive Officer, James P. Scholhamer. For fiscal 2023, the combined annual total compensation for Mr. Scholhamer was $5,043,765, and for our median employee was $40,731, resulting in an estimated pay ratio of approximately 124:1. In accordance with the flexibility provided by Item 402(u) of Regulation S-K, we identified the median employee by calculating the aggregate amount of each employee’s 2023 base annual compensation (including overtime), bonus earned for 2023, and the value of commission or profit-sharing value received in 2023. We then ranked the compensation of our employees from lowest to highest and identified the median employee. This calculation was performed for all employees of the Company as of December 29, 2023 (excluding our CEO), whether employed on a full-time or part-time basis. For ease of administration, we did not include the accounting value of equity awards granted. Once we identified our median employee, we then calculated such employee’s annual total compensation for 2023 using the same methodology as that utilized for determining the annual total compensation of our NEOs in 2023 (as set forth in the 2023 Summary Compensation Table on page 44). Our CEO’s annual total compensation for 2023 for purposes of the Pay Ratio Rule is equal to the amount reported in the “Total” column in the 2023 Summary Compensation Table. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance
Pay Versus Performance The following table sets forth additional compensation information of our Principal Executive Officer (PEO) and our other (non-PEO) NEOs along with total shareholder return, net income, and GAAP revenue growth performance results for our fiscal years 2020, 2021, 2022 and 2023.
Pay Versus Performance
| Year(1) | Summary Comp Table Total for PEO(2) | Compensation Actually Paid to PEO(3)(4) | Average Summary Comp Table Total for non-PEO NEOs(2) | Average Compensation Actually Paid to non-PEO NEOs(3)(5) | Company’s Total Shareholder Return(6) | Peer Group Total Shareholder Return(6) | GAAP Net Income | GAAP Revenue Growth(7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $5,043,765 | $4,314,644 | $1,840,096 | $1,751,380 | $146 | $277 | ($31,300,000) | -27% | | 2022 | $4,240,224 | ($505,754) | $1,875,513 | $597,671 | $142 | $123 | $40,400,000 | 13% | | 2021 | $5,201,766 | $11,184,818 | $1,754,208 | $4,029,427 | $245 | $219 | $119,500,000 | 50% | | 2020 | $3,417,579 | $5,684,347 | $1,571,782 | $2,441,747 | $135 | $145 | $77,600,000 | 31% |
Pay Versus Performance
| (1) NEOs included in the above compensation columns reflect the following: |
Pay Versus Performance
| Year | PEO #1 | NON-PEO NEOs | | 2023 | Mr. Scholhamer | Messrs. Chinnasami, Cook, and McKibben and Ms. Savage | | 2022 | Mr. Scholhamer | Messrs. Chinnasami, Cook, and McKibben and Ms. Savage | | 2021 | Mr. Scholhamer | Messrs. Chinnasami, Williams, and Bentick and Ms. Savage | | 2020 | Mr. Scholhamer | Messrs. Chinnasami, Williams, and Bentick and Ms. Savage |
Pay Versus Performance
| (2) Amounts reported in this column represent (i) the total compensation as reported in the Summary Compensation Table for the applicable year in the case of our PEO and (ii) the average of the total compensation as reported in the Summary Compensation Table for the Company’s other NEOs for the applicable year. |
Pay Versus Performance
| (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of last day of the applicable fiscal year or, if earlier, the vesting date (rather than the grant date). |
Pay Versus Performance
| (4) Compensation Actually Paid to our PEO reflects the following adjustments from total compensation reported in the Summary Compensation Table: |
Pay Versus Performance
| | 2023 | | Total Reported in Summary Compensation Table (SCT) | $5,043,765 | | Less, value of Stock Awards reported in SCT | ($3,507,146) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $3,959,355 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | ($3,327,125) | | Plus, FMV of Awards Granted this Year and that Vested this Year | $0 | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | $2,145,795 | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this Year | $0 | | Total Adjustments | ($729,121) | | Actual Compensation Paid | $4,314,644 |
Pay Versus Performance
| (5) The average Compensation Actually Paid to the non-PEO NEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table: |
Pay Versus Performance
| | 2023 | | Total Reported in Summary Compensation Table (SCT) | $1,840,096 | | Less, value of Stock Awards reported in SCT | ($942,540) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $1,077,483 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | ($861,772) | | Plus, FMV of Awards Granted this Year and that Vested this Year | $0 | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | $638,113 | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this Year | $0 | | Total Adjustments | ($88,716) | | Actual Compensation Paid | $1,751,380 |
Pay Versus Performance
| (6) Peer group TSR reflects the RDG Semiconductor Composite Index performance as reflected in our Annual Report on Form 10-K for the fiscal year ended December 29, 2023 pursuant to Item 201(e) of Regulation S-K. For the Company and peer group TSR, each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 28, 2019. |
Pay Versus Performance
| (7) GAAP Revenue Growth is used as the Company selected metric and it is part of our annual incentive program and the primary component of our PSUs which measures relative revenue growth against a select group of performance peers. |
Pay Versus Performance
As highlighted in our CD&A, one of our primary principles of our compensation program is to ensure that there is a substantial portion of compensation of executive officer pay that is at-risk and is highly dependent on the Company’s short-term and long-term financial, operation, and stock price performance. For our executives, over 40% of their opportunity is tied to long-term equity incentives which will depend on our revenue growth and share price performance while roughly 20% of our executive pay is tied to annual financial and operational performance. We expect a stronger correlation to stock price performance and revenue growth through the combination of (a) having a significant portion of our pay tied to long-term incentives and (b) using PSUs linked to revenue growth and relative TSR as part of our annual long-term incentive mix. This relationship is highlighted in more detail in the next section. Relationship Between the Company’s Pay and Performance: Below are graphs showing the relationship of “compensation actually paid” (CAP) to our Chief Executive Officer and other named executive officers in 2020, 2021, 2022, and 2023 to (1) TSR of both the Company and the RDG Semiconductor Composite Index, (2) the Company’s net income and (3) the Company’s GAAP revenue growth. The following is a list of financial performance and non-financial performance measures, which in the Company’s assessment, represent the most important measures used by the Company to link compensation actually paid to the NEOs for 2023:
Pay Versus Performance
| (i) GAAP Revenue Growth |
Pay Versus Performance
| (ii) Non-GAAP Adjusted Operating Margin |
Pay Versus Performance
| (iii) | Relative Total Shareholder Return |
Pay Versus Performance
| (iv) Free Cash Flow |
Pay Versus Performance
| (v) Strategic Programs (ERP implementation, expense reduction, site optimization and product transition goals) |
Pay Versus Performance
| (vi) Human Capital Goals |
Pay Versus Performance
For additional details regarding these performance measures, please see the sections titled “Fiscal 2023 Cash Incentive Bonuses” and “Equity Compensation” in our Compensation Discussion and Analysis elsewhere in this Proxy Statement.