UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

ULTRA CLEAN HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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

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ULTRA CLEAN HOLDINGS, INC.

26462 Corporate Avenue

Hayward, CA 94545

NOTICE OF 2024 ANNUAL MEETING

OF STOCKHOLDERS

OF ULTRA CLEAN HOLDINGS, INC.

Purposes:

• Elect our directors

• Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2024

• Hold an advisory vote on executive compensation

• Conduct other business that may properly come before the annual meeting or any adjournment or postponement thereof

Adjournments or Postponements

In the event of an adjournment, postponement or emergency that may change the annual meeting’s time, date or location, we will make an announcement, issue a press release or post information at www.uct.com/investors to notify stockholders, as appropriate. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

Important Notice Regarding The Availability Of Proxy Materials For The Stockholder Meeting To Be Held On May 22, 2024: This Proxy Statement, along with our 2023 Annual Report to Stockholders, is available on the following website: http://materials.proxyvote.com.

Sincerely,

/s/ James P. Scholhamer

James P. Scholhamer

Chief Executive Officer

April 25, 2024

			Date: May 22, 2024 Time: 12:30 p.m. Pacific Time
Virtual Meeting:
www.virtualshareholdermeeting.com/UCTT2024
The Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/UCTT2024, you must enter the control number found on your proxy card, voting instruction form or notice.
Who Can Vote:
March 28, 2024 is the record date for voting. Only stockholders of record at the close of business on that date may vote at the annual meeting or any adjournment thereof.
All stockholders are cordially invited to attend the meeting. At the meeting, you will hear a report on our business and have a chance to meet some of our directors and executive officers.
			VOTE ONLINE
			VOTE BY PHONE
			VOTE BY MAIL Sign, date and return your proxy card in the postage-paid envelope.
			VOTE DURING THE MEETING Whether you expect to attend the meeting or not, please vote electronically via the Internet or by telephone or by completing, signing and promptly returning the enclosed proxy card in the enclosed postage-prepaid envelope. You may change your vote and revoke your proxy at any time before the polls close at the meeting by following the procedures described in the accompanying proxy statement.

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ULTRA CLEAN HOLDINGS, INC.

2024 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

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			Page
INFORMATION CONCERNING SOLICITATION AND VOTING			1
Company Overview			7
PROPOSAL 1: ELECTION OF DIRECTORS			10
Board Recommendation			14
Structure of Board of Directors and Corporate Governance Information			14
Risk Oversight			15
Environmental Social and Governance Considerations			15
Committees of Our Board of Directors			20
Consideration of Director Nominees			21
Director Compensation			22
Certain Relationships and Related Party Transactions			23
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			24
Audit Fees			26
Preapproval Policy of Audit Committee of Services Performed by Independent Auditors			26
Board Recommendation			26
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			27
PROPOSAL 3: ADVISORY VOTE APPROVING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS			29
Board Recommendation			29
EXECUTIVE OFFICER COMPENSATION			30
Compensation Discussion and Analysis			30
Stock Ownership Guidelines; Policy Against Hedging Transactions and Pledges			42
Compensation Consultant			42
Compensation and People Committee Report			43
Summary Compensation Table			44
Grants of Plan-Based Awards			45
Outstanding Equity Awards			46
Stock Awards Vested			47
Nonqualified Deferred Compensation			47
Post-Termination Arrangements			47
Pay Versus Performance			50
OTHER MATTERS			53
APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP MEASURES			A-1

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ULTRA CLEAN HOLDINGS, INC.

26462 Corporate Avenue

Hayward, CA 94545

PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

May 22, 2024

Information Concerning Solicitation and Voting

Your vote is very important. For this reason, our Board of Directors is requesting that you permit your shares of common stock to be represented at our 2024 Annual Meeting of Stockholders by the proxies named on the enclosed proxy card. This proxy statement contains important information for you to consider in deciding how to vote on the matters brought before the meeting. The date of this proxy statement is April 26, 2024. The proxy statement and form of proxy are first being mailed to our stockholders on or about April 26, 2024.

General Information

Ultra Clean Holdings, Inc., referred to in this proxy statement as “Ultra Clean,” “UCT,” the “Company” or “we,” is soliciting the enclosed proxy for use at our Annual Meeting of Stockholders to be held on May 22, 2024 at 12:30 p.m., Pacific Time or at any adjournment thereof for the purposes set forth in this proxy statement. Our annual meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/UCTT2024.

In the event of an adjournment, postponement or emergency that may change the Annual Meeting’s time, date or location, we will make an announcement, issue a press release or post information at www.uct.com/investors to notify stockholders, as appropriate. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

Who May Attend and Vote at Our Annual Meeting

All holders of our common stock, as reflected in our records at the close of business on March 28, 2024, the record date for voting, may attend and vote at the meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/UCTT2024, you must enter the control number found on your proxy card, voting instruction form or notice you previously received.

Each share of common stock that you owned on the record date entitles you to one vote on each matter properly brought before the meeting. As of the record date, there were issued and outstanding 44,659,468 shares of our common stock, $0.001 par value.

Holding Shares as a “Beneficial Owner” (or in “Street Name”)

Most stockholders are considered the “beneficial owners” of their shares, that is, they hold their shares through a broker, bank or nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially or in “street name.”

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares. If you are a stockholder of record, we are sending paper copies of the proxy materials directly to you. As our stockholder of record, you have the right to grant your voting proxy directly to us by signing and mailing the enclosed proxy card or by voting on the Internet or telephone or at the annual meeting.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or nominee, you are considered the beneficial owner of shares held in street name, and the proxy statement is being forwarded to you by or on behalf of your broker, bank or nominee (who is considered the stockholder of record with respect to those shares). As the beneficial

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owner, you have the right to direct your broker, bank, or nominee how to vote by following the instructions you receive from your broker, bank or nominee. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote these shares at the annual meeting unless you request, complete and deliver a proxy from your broker, bank or nominee.

How to Vote

You may vote in person at the virtual meeting or by proxy.

Voting by Proxy. If you are a stockholder of record, you may vote by proxy over the Internet, by telephone or by mail if you complete and return the enclosed proxy card by following the instructions on the proxy card. If your shares are held in street name, you have the right to direct your broker, bank or nominee how to vote by following the instructions you receive from your broker, bank or nominee. The shares voted electronically, telephonically or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the annual meeting. We recommend that you vote by proxy even if you plan to attend the meeting. You may change your vote at the meeting even if you have previously submitted a proxy.

Voting at the Annual Meeting. The method or timing of your vote will not limit your right to vote at the annual meeting. However, if your shares are held in the name of a bank, broker or other nominee, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the annual meeting. You should allow yourself enough time prior to the annual meeting to obtain this proxy from the holder of record.

How Proxies Work

This proxy statement is furnished in connection with the solicitation of proxies by us for use at the annual meeting and at any adjournment of that meeting. If you give us your proxy, you authorize us to vote your shares at the meeting in the manner you direct. You may vote for all, some or none of our director candidates. You may also vote for or against the other proposals, or you may abstain from voting.

If you give us your proxy but do not specify how your shares shall be voted on a particular matter, your shares will be voted:

•	FOR the election of each of the named nominees for director;

•	FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm;

•	FOR the approval of the compensation of our named executive officers; and

•	with respect to any other matter that may come before the annual meeting, as recommended by our Board of Directors or otherwise in the proxies’ discretion.

Changing or Revoking Your Vote

You have the right to revoke your previously submitted proxy at any time before your proxy is exercised at the annual meeting.

If you are the stockholder of record, you may revoke your proxy by resubmitting your vote on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the annual meeting will be counted), by signing and returning a new proxy card with a later date, by attending and voting at the annual meeting or by giving written notice to our Secretary that you wish to revoke your previously submitted proxy.

If you hold shares beneficially in street name, you may revoke your proxy by submitting new voting instructions to your broker, bank or nominee by following the instructions they provide you or, if you have obtained a legal proxy from your broker, bank or nominee giving you the right to vote your shares, by attending and voting at the annual meeting.

Note that for both stockholders of record and beneficial owners, attendance at the annual meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote in person at the annual meeting.

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Important Notice Regarding Delivery of Stockholder Documents

Only one proxy statement, annual report and set of accompanying materials, if applicable, are being delivered by us to multiple stockholders sharing an address, who have consented to receiving one set of such materials, until we receive contrary instructions from any such stockholders. We will deliver, promptly upon written or oral request, a separate copy of such materials to a stockholder at a shared address to which a single copy of such materials was delivered. A stockholder who wishes to receive a separate copy of the proxy statement and accompanying materials now or in the future, or stockholders sharing an address who are receiving multiple copies of the proxy statement and accompanying materials and wish to receive a single copy of such materials, should submit a request to Broadridge, c/o Householding Department, 51 Mercedes Way, Edgewood, NY 11717 or call 800-542-1061.

Votes Needed to Hold the Meeting and Approve Proposals

In order to carry on the business of the annual meeting, the holders of a majority of the outstanding capital stock of the Company entitled to vote at a meeting of stockholders must be represented at the meeting, either in person or by proxy. Abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. Broker non-votes occur when shares held by a broker on behalf of a beneficial owner are not voted with respect to a particular proposal, which generally occurs when the broker has not received voting instructions from the beneficial owner and lacks the discretionary authority to vote the shares itself.

Election of Directors. 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.

Brokers do not have discretionary authority to vote shares without instructions from beneficial owners in the election of directors. Therefore, beneficial owners who are not stockholders of record and who want their votes to be counted in the election of directors must give voting instructions to their bank, broker or nominee before the date of the annual meeting.

Ratification of the appointment of our independent registered public accounting firm. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal will be required to ratify the appointment of our independent registered public accounting firm for the current fiscal year. We believe that the ratification of our independent registered public accounting firm is a routine proposal for which brokers may vote shares held on behalf of beneficial owners who have not given voting instructions with respect to that proposal. Accordingly, we do not anticipate any broker non-votes for this proposal, and abstentions will have the same effect as negative votes for this proposal.

Advisory vote on the compensation of our named executive officers. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal will be sufficient to approve, by an advisory, non-binding vote, the compensation of our named executive officers for fiscal 2023. The advisory vote on the compensation of our named executive officers, while held annually, is not considered a routine proposal; therefore, brokers lack the discretionary authority to vote shares without instructions from beneficial owners for this proposal. Abstentions will have the same effect as negative votes for this proposal, and broker non-votes will have no effect on the outcome of this proposal.

Approval of any other matter properly submitted to the stockholders at the annual meeting generally will require the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on that matter.

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Security Ownership of Certain Beneficial Owners and Management

The table below sets forth information as of March 1, 2024 regarding the beneficial ownership (as defined by Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of our common stock by:

•	each person or group known by us to own beneficially more than five percent of our common stock;

•	each of our directors, director nominees and named executive officers individually; and

•	all directors and executive officers as a group.

In accordance with applicable rules of the Securities and Exchange Commission (the “SEC”), beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable, and shares subject to restricted stock units that vest and are delivered, within 60 days of March 1, 2024. Shares issuable pursuant to the exercise of stock options, and restricted stock units that vest, in the 60 days following March 1, 2024, are deemed outstanding for the purpose of computing the ownership percentage of the person holding such options, or shares subject to restricted stock units, but are not deemed outstanding for computing the ownership percentage of any other person. The percentage of beneficial ownership for the following table is based on 44,659,468 shares of common stock outstanding as of March 1, 2024.

The address of each of the named individuals in the table below is c/o Ultra Clean Holdings, Inc., 26462 Corporate Avenue, Hayward, CA 94545 unless otherwise indicated below. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.

	SHARES OF COMMON STOCK BENEFICIALLY OWNED
NAME AND ADDRESS OF BENEFICIAL OWNER	NUMBER	PERCENT
Greater than 5% Stockholders
BlackRock, Inc.⁽¹⁾	7,201,258	16.1%
55 East 52^nd Street
New York, NY 10055
The Vanguard Group⁽²⁾	4,360,555	9.8%
100 Vanguard Boulevard
Malvern, PA 19355
Dimensional Fund Advisors L.P.⁽³⁾	2,750,042	6.2%
6300 Bee Cave Road
Austin, TX 78746
Frontier Capital Management⁽⁴⁾	2,559,943	5.7%
99 Summer Street
Boston, MA 02110
Swedbank Robur Fonder AB⁽⁵⁾	2,434,224	5.5%
SE 105 34
Stockholm, Sweden
Named Executive Officers, Directors and Director Nominees
James P. Scholhamer⁽⁶⁾	359,192	*
Sheri L. Savage⁽⁷⁾	61,506	*
Vijayan S. Chinnasami⁽⁸⁾	140,000	*
Christopher S. Cook⁽⁹⁾	13,347	*
Jeffrey L. McKibben⁽¹⁰⁾	8,228	*
Clarence L. Granger⁽¹¹⁾	97,134	*
Thomas T. Edman⁽¹¹⁾	34,196	*
David T. ibnAle⁽¹¹⁾	56,896	*
Emily M. Liggett⁽¹¹⁾	37,226	*
Ernest E. Maddock⁽¹¹⁾	34,396	*
Barbara V. Scherer⁽¹¹⁾	49,896	*
Jacqueline A. Seto⁽¹¹⁾	17,105	*
All Executive Officers and Directors as a Group (16 persons)⁽¹²⁾	976,972	2.2%

*	Less than 1%.

(1)	Based on a Schedule 13G filed on January 22, 2024 with the SEC for the period ended December 29, 2023.

(2)	Based on a Schedule 13G filed with the SEC on February 13, 2024 for the period ended December 29, 2023.

(3)	Based on a Schedule 13G filed with the SEC on February 9, 2024 for the period ended December 29, 2023.

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(4)	Based on a Schedule 13G filed with the SEC on February 14, 2024 for the period ended December 29, 2023.

(5)	Based on a Schedule 13G filed with the SEC on January 25, 2024 for the period ended December 29, 2023.

(6)	Includes (i) 8,001 performance restricted stock units that were scheduled to vest on March 15, 2024; (ii) 12,115 restricted stock units that were scheduled to vest on April 29, 2024; and (iii) 25,936 restricted stock units that were scheduled to vest on April 30, 2024.

(7)

Includes (i) 2,618 performance restricted stock units that were scheduled to vest on March 15, 2024; (ii) 2,053 restricted stock units that were scheduled to vest on March 25, 2024; (iii) 5,543 restricted stock units that were scheduled to vest on April 29, 2024; and (iv) 10,167 restricted stock units that were scheduled to vest on April 30, 2024.

(8)	No restricted stock units are scheduled to vest.

(9)	Includes (i) 7,127 restricted stock units that were scheduled to vest on April 29, 2024; and (ii) 6,220 restricted stock units that were scheduled to vest on April 30, 2024.

(10)	Includes (i) 2,771 restricted stock units that were scheduled to vest on April 29, 2024; and (ii) 3,628 restricted stock units that were scheduled to vest on April 30, 2024.

(11)	Includes 5,296 restricted stock awards that vest on May 17, 2024.

(12)

Consists of shares beneficially owned by our current executive officers and directors as of March 1, 2024, which include (i) 11,534 performance restricted stock units that were scheduled to vest on March 15, 2024; (ii) 2,908 restricted stock units that were scheduled to vest on March 25, 2024; (iii) 34,860 restricted stock units that were scheduled to vest on April 29, 2024; (iv) 64,945 restricted stock units that were scheduled to vest on April 30, 2024; and (v) 37,072 restricted stock awards that were scheduled to vest on May 17, 2024.

At the close of business on March 28, 2024, the record date, we had 44,659,468 shares of common stock outstanding. Each share of our common stock is entitled to one vote on all matters properly submitted for a stockholder vote.

Delinquent Section 16(a) Reports

Section 16(a) requires our directors, executive officers and beneficial holders of 10% or more of a registered class of our equity securities to file certain reports with the SEC regarding ownership of, and transactions in, our equity securities. Based solely on a review of Forms 3, 4 and 5 and amendments thereto furnished to us and written representations we received from our directors and officers required to file the reports, we believe that all of our directors, executive officers and beneficial holders of 10% or more of a registered class of our equity securities, filed, on a timely basis, all reports required by Section 16(a) of the Exchange Act for the year ended December 29, 2023, except that one Form 4 was filed late with respect to one transaction each for Jeffrey McKibben and Christopher Cook, in each case due to an administrative error.

Cost of Proxy Solicitation

We will pay the cost of this proxy solicitation. Some of our employees may also solicit proxies, without any additional compensation. We may also reimburse banks, brokerage firms and nominees for their expenses in forwarding proxy materials to their customers who are beneficial owners of our common stock and obtaining their voting instructions.

Deadline for Receipt of Stockholder Proposals

If you wish to submit a proposal for inclusion in the proxy statement for our 2025 Annual Meeting of Stockholders, you must follow the procedures outlined in Rule 14a-8 of the Exchange Act, and we must receive your proposal at the address below no later than December 26, 2024. Stockholders intending to present a proposal at the next annual meeting without the inclusion of such proposal in the Company’s proxy materials, including for the election of director nominees, must comply with the requirements set forth in our Amended and Restated Bylaws. The Amended and Restated Bylaws require, among other things, that a stockholder must submit a written notice of intent to present such a proposal at the address below not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders (as long as the date of the annual meeting is not advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date, in which case notice must be received no earlier than 120 days prior to such meeting and no later than the later of 70 days prior to such meeting or the 10^th day following the public announcement of the date of such meeting). Therefore, we must receive notice of such proposal for the 2025 Annual Meeting of Stockholders no earlier than January 22, 2025, and no later than February 21, 2025, otherwise such notice will be considered untimely and we will not be required to present it at the 2025 Annual Meeting of Stockholders. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. In addition to the requirements contained in our Amended and Restated Bylaws, to comply with the SEC’s universal proxy rules, a stockholder who intends to solicit proxies in support of director nominees other than our nominees must comply with the additional requirements of Rule 14a-19 of the Exchange Act.

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Contacting Ultra Clean

If you have questions or would like more information about the annual meeting, you can contact us in either of the following ways:

•By telephone:			510-576-4400
•By fax:			510-576-4401
•In writing at our principal executive offices:			Ultra Clean Holdings, Inc. Attn: Secretary 26462 Corporate Avenue Hayward, CA 94545

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Company Overview

We are a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services primarily for the semiconductor industry. We offer our customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping and part and component manufacturing, as well as tool chamber parts cleaning and coating, and micro-contamination analytical services. Our Products division primarily designs, engineers and manufactures production tools, components, parts, and modules and subsystems for the semiconductor and display capital equipment markets. Products include chemical delivery modules, frame assemblies, gas delivery systems, fluid delivery systems, precision robotics and process modules as well as other high-level assemblies. Our Services division provides ultra-high purity parts cleaning, process tool part recoating, surface encapsulation and high sensitivity micro contamination analysis primarily for the semiconductor device makers and wafer fabrication equipment (“WFE”) markets.

Fiscal 2023 Year in Review

Performance Highlights:

In 2023, our revenue and earnings largely reflected the overall decline seen across the broader semiconductor market amid geopolitical events and macroeconomic forces, including inflationary pressures and rising interest rates, leading to weak consumer spending. Elevated inventory throughout the semiconductor supply chain also continued to impact industry performance, as customers work off excess inventory following two years of strong revenue growth.

To manage through this downturn, we took decisive actions to make cost structure improvements and optimize profits in the short term without compromising our ability to react quickly to seize opportunities when industry growth resumes. Enhancing operations and increasing capacity to support the next industry expansion were top priorities in 2023.

While the semiconductor equipment inventory adjustment cycle currently remains fluid, we believe the semiconductor market we serve will continue to grow over the long term due to multi-year industry demand from a broad range of drivers, such as new central processing unit (“CPU”) and graphics processing unit (“GPU”) architectures that enable higher performance servers necessary for cloud, artificial intelligence (“AI”) and machine learning applications. We also believe that semiconductor original equipment manufacturers (“OEM”) are increasingly relying on partners like UCT to fulfill their expanding capacity requirements. Additionally, we believe that we are strategically positioned to continue to benefit from device manufacturers’ reliance on precision cleaning and coating to manufacture ever more complex devices.

•	Achieved revenue of $1.7 billion in 2023, compared to $2.4 billion in 2022.

•	GAAP operating margin was 2.0% in 2023, compared to 5.1% in prior year. Non-GAAP* operating margin was 4.9% in 2023, compared to 11.0% in 2022. Differences in annual results were mainly due to decreased efficiencies in lower volume of sales in 2023 compared to 2022.

•	GAAP earnings (loss) per share (“EPS”) was $(0.70) in 2023 and $0.89 in 2022. Non-GAAP EPS was $0.56 in 2023, compared to $3.98 in 2022.

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•	Paid down $39 million in debt and repurchased $29 million of shares outstanding. During 2022 and 2023, UCT has paid down a total of $79 million in debt and repurchased $41 million of shares outstanding.

•

Completed the acquisition of HIS Innovations Group (“HIS”), a privately held company based in Hillsboro, Oregon. HIS is a leading supplier to the semiconductor sub-fab segment including the design, manufacturing, and integration of components, process solutions, and fully integrated sub-systems. The acquisition strengthens our leadership in developing and supplying critical products to the semiconductor industry and extends our reach into the sub-fab area.

•	Advanced global capacity while consolidating and modernizing operations into state-of-the-art, scalable facilities in strategic locations around the world.

* Non-GAAP is adjusted for amortization of intangible assets, stock-based compensation, restructuring charges, acquisition activity costs, fair value adjustments, legal-related costs, VAT settlement, net loss on divestitures, Covid-19 related costs and the tax effects of the foregoing adjustments. 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.

Stock Price Performance:

In 2023, our total shareholder return increased a modest 3% year-over-year amid the continued global softening in end-market demand for semiconductors. This downturn, beginning in the fourth quarter of 2022, is driven by inflationary pressures and rising interest rates, both of which have impacted consumer spending.

However, as shown below, for the five-year period beginning December 31, 2018, UCT has outperformed major indices including the Russell 2000 and the Nasdaq Composite. This demonstrates our capacity to satisfy rising demand for our products and services during the three successive years (2019-2021) of record industry growth, during which we outperformed the Philadelphia SE Semiconductor Index. We will continue to synchronize our worldwide operations with our customers’ forecasts to ensure we have the flexibility and capacity to meet future demand. These efforts are creating long-lasting value to our customers and will increase UCT’s leading position within the industry over the long term.

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The following is a summary of key highlights of the Company’s financial performance for fiscal year 2023:

	YEARS ENDED
	12/29/2023	12/31/2022	INCREASE (DECREASE)	% INCREASE (DECREASE)
	(DOLLARS ARE IN MILLIONS)
Revenues	$1,734.5	$2,374.3	$(639.8)	(26.9)%
Gross margin	16.0%	19.6%	(3.6)%	(18.4)%
Non-GAAP gross margin*	16.6%	20.2%	(3.6)%	(17.8)%
Income from operations	$35.2	$120.4	$(85.2)	(70.8)%
Non-GAAP income from operations*	$85.3	$260.2	$(174.9)	(67.2)%
Operating cash flow	$135.9	$47.2	$88.7	187.9%
Market capitalization at fiscal year end	$1,524.2	$1,497.1	$27.1	1.8%

Non-GAAP is adjusted for amortization of intangible assets, stock-based compensation, restructuring charges, acquisition activity costs, fair value adjustments, legal-related costs, VAT settlement, net loss on divestitures, Covid-19 related costs and the tax effects of the foregoing adjustments. See Appendix A for a reconciliation of income from operations to non-GAAP income from operations and gross margin to non- GAAP gross margin and for additional information about the non-GAAP measures we use in this proxy statement.

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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.

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

Members of our Board self-identify as set forth in the table below:

Board Diversity Matrix (As of March 28, 2024)

Total Number of Directors

FEMALE

MALE

NON-BINARY

DID NOT

DISCLOSE

GENDER

Part I: Gender Identity

Directors

Part II: Demographic Background*

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

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Set forth below is information about each of our nominees for director:

			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.

			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.

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			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.

			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.

			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.

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			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.

			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.

			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.

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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 Recommendation

Our Board of Directors recommends that you vote “FOR” each of the nominees to the Board of Directors set forth in this Proposal 1.

Structure of Board of Directors and Corporate Governance Information

Director Independence. We are required to comply with the director independence rules of the Nasdaq Stock Market (“Nasdaq”) and the SEC. These rules require that the board of directors of a listed company be composed of a majority of independent directors and that the audit committee, compensation and people committee and nominating, environmental, social and corporate governance committee be composed solely of independent directors.

Our Board of Directors has determined that each of our directors and director nominees is independent in accordance with applicable Nasdaq and SEC rules other than Mr. Scholhamer. Accordingly, a majority of our current Board of Directors is independent as required by Nasdaq rules and, upon election of each of our director nominees at the 2024 Annual Meeting of Stockholders, a majority of our Board of Directors will be independent as required by Nasdaq rules.

Director Responsibilities. We are governed by our Board of Directors and its various committees that meet throughout the year. Our Board of Directors currently consists of eight directors. During 2023, there were five meetings of our Board of Directors. We expect directors to attend and prepare for all meetings of the Board of Directors and the meetings of the committees on which they serve. Each of our directors attended 100% of the aggregate number of meetings of the Board of Directors and the committees on which he or she served during 2023.

Board Leadership Structure. Our corporate governance guidelines allow for the flexibility to combine or separate the offices of Chairman and the Chief Executive Officer to best serve the interests of the Company and its stockholders. Mr. Scholhamer serves as the Chief Executive Officer of the Company and Mr. Granger serves as the Chairman of our Board of Directors. Our Board of Directors believes our current board leadership structure to be an efficient and successful leadership model for the Company, promoting clear accountability and effective decision-making. The roles of our Chairman and Chief Executive Officer are separated to allow Mr. Scholhamer to develop and execute on our corporate strategy and focus on day-to-day operations and company performance. Our Board of Directors believes that our stockholders benefit from Mr. Granger’s service as Chairman due to his deep background and experience in our industry and his knowledge of our operations as our former Chief Executive Officer. Our Board of Directors recognizes that a different leadership model may be warranted under different circumstances. Accordingly, our Board of Directors periodically reviews its leadership structure.

The Board also continually reviews the need for effective independent oversight. Each member of each of our Board of Director’s standing committees is an independent director, and each independent director is actively involved in independent oversight. Our independent directors meet in executive session during each regularly scheduled quarterly meeting of our Board of Directors and periodically evaluate both our Chairman and our Chief Executive Officer as well as Board and committee performance. All directors have unrestricted access to management at all times and frequently communicate with the Chairman, the Chief Executive Officer and other members of management on a variety of topics. Given the above factors, our Board of Directors has determined that our leadership structure is appropriate.

Corporate Governance. Our Board of Directors has adopted corporate governance guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and the corporate governance policies and standards applicable to us in general. In addition, we have adopted a code of business conduct and ethics that applies to all officers, directors and employees. Our corporate governance guidelines and our code of business conduct and ethics as well as the charters of the Nominating, Environmental, Social and Corporate Governance Committee, Audit Committee and Compensation and People Committee are available on our website at http://uct.com/investors/corporate-governance/. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

Communicating with our Board of Directors. Any stockholder wishing to communicate with our Board of Directors may send a letter to our Secretary at 26462 Corporate Avenue, Hayward, CA 94545. Communications intended specifically for non-employee directors should be sent to the attention of the chair of the Nominating, Environmental, Social and Corporate Governance Committee.

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Annual Meeting Attendance. Our Board of Directors has adopted a policy that all members should attend each annual meeting of stockholders when practical. All incumbent directors attended the 2023 Annual Meeting of Stockholders.

Risk Oversight

Our Board of Directors plays an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board of Directors regularly reviews reports from the management team on areas of material risk to the Company, including operational, financial, legal, cyber, environmental, social and governance (“ESG”) and strategic risks. Each of the committees of our Board of Directors also oversees the management of company risks that fall within the committee’s areas of responsibility. The Audit Committee periodically reviews risks associated with financial reporting and internal controls, as well as risks associated with liquidity, customer credit, inventory reserves and cybersecurity. The Nominating, Environmental, Social and Corporate Governance Committee assists the Board in overseeing risks associated with board organization, membership, structure and ESG. The Compensation and People Committee assists the Board in reviewing whether any material risks arise from our compensation programs and in overseeing risks associated with succession planning for our executives. The Board also reviews our director and officer insurance annually.

Environmental Social and Governance Considerations

Our ESG vision is to successfully align our strategy and operations with our values as a responsible global company in a thoughtful and authentic manner. Incorporating ESG goals into our operating framework reflects our longstanding commitment to our customers, partners, shareholders, employees and the communities in which we operate.

Environmental Stewardship

			UCT is committed to sustainable solutions that minimize our environmental impact and support our long-term success. As a growing, global company, UCT is continuously improving and expanding the scope of our environmental efforts. Our policy sets environmental protection as a priority and is approved and supported by the executive leadership team. The foundation of the policy is the concept of reducing, reusing and recycling to minimize our environmental footprint. We focus on continuous improvement by regularly assessing new requirements and stakeholder input. In addition, we have established an Environmental Management System that includes procedures to maintain compliance with regulatory requirements and industry best practices. We have a goal of zero environmental impact incidents. Our performance against this policy is monitored via reviews and audits.
			OUR EFFORTS TO ADVANCE INDUSTRY-WIDE SOLUTIONS UCT is committed to “SuCCESS2030” (Supply Chain Certification for Environmental and Social Sustainability) spearheaded by Applied Materials. This initiative supports sustainability efforts throughout the semiconductor equipment supply chain. The goal is to build a responsible and sustainable end-to-end supply chain for the future of semiconductors. Consistent with SuCCESS2030 goals, we are an active member of the Responsible Business Alliance (“RBA”) and adhere to the RBA Code of Conduct, which is a set of social, environmental and ethical industry standards. As a participant in SuCCESS2030, we engage with Applied Materials’ external auditors and analyze operational enhancements, including auditing our suppliers to ensure adherence to RBA guidelines. We also subscribe to the RBA’s Responsible Mineral Initiative, which establishes standards for environmentally responsible and ethical business practices in the electronics industry and its supply chain. In 2022, we successfully submitted the Conflict Minerals Reporting Template and Extended Minerals Reporting Template as part of our commitment to SuCCESS2030. In 2022, UCT became a Founding Member of the Semiconductor Climate Consortium (“SCC”), the first global alliance of semiconductor ecosystem companies focused on reducing greenhouse gas emissions across the value chain. The SCC’s members are committed to the following objectives: • Collaboration – Align on common approaches, technology innovations and communications channels to continuously reduce greenhouse gas emissions.

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			• Transparency – Publicly report progress and Scope 1, 2 and 3 emissions annually. • Ambition – Set near- and long-term decarbonization targets with the aim of reaching net zero emissions by 2050.
			SCC founding members are committed to driving climate progress within the semiconductor industry and support the Paris Agreement and related accords aimed at accelerating and intensifying the actions and investments required for a sustainable low-carbon future.
			Additionally, we are actively engaged with various industry efforts offered by our key customers, such as the Catalyze program that aims at furthering the adoption of renewable electricity throughout the global semiconductor value chain.
			To support our ambition, UCT is committed to lowering our greenhouse gas (“GHG”) emissions and sharing our progress on a timeline as required by various regulatory authorities. To achieve our objectives, since 2022 and continuing through 2023, we have been working with outside experts to develop internal processes and automated systems that will enable us to collect, analyze and report our GHG footprint across global operational sites. Our reporting will be aligned with the framework developed by the Task Force on Climate-related Financial Disclosures (“TCFD”), which has emerged as the most prominent global standard for reporting in accordance with the regulatory requirements. Once we have baseline data this year, our next step will be to develop an initiatives roadmap aligned with our business and operations strategy, for long term emissions reduction consistent with SCC and Science Based Target Initiative. Our key customers are supportive of our plan and required data sharing roadmap with them, some of which is expected to start later this year. Other highlights:
			ENERGY EFFICIENT OPERATIONS Increased efficiency can lower GHG emissions and other pollutants to help protect the environment. • UCT incorporates energy efficiency considerations into our capacity expansions. For example, our newest facilities in Ireland and Malaysia include infrastructure to support planned solar installations that will reduce our energy consumption over time. In addition, the site design of our recently opened state-of-the-art facility in Chandler, Arizona follows Leadership in Energy and Environmental Design (“LEED”) certification guidelines. We incorporate LED lighting and motion sensors in new facilities to reduce energy consumption. • Our global sites incorporate lean manufacturing methods where possible to increase energy efficiency and reduce waste.
			RESPONSIBLE USE OF RESOURCES UCT recognizes that the responsible use of natural resources is essential to sustainably growing our business and protecting the environment. • UCT follows RBA’s Responsible Minerals Assurance Process for tantalum. Tantalum is a rare metal commonly used in the electronics industry where high reliability in extreme environments is required. Tantalum is covered by regulations related to “conflict minerals” in the United States and the European Union. • Our Environmentally Clean Process (“ECP”) for tantalum-deposited parts recover up to 95% of the metal, enabling it to re-enter the commodity market and reduce the demand for mined material. • ECP also increases part lifetime and reduces wastewater generation while eliminating the use of chemicals at some of our high-volume cleaning facilities. • UCT acknowledges our duty to protect water sources in the communities in which we operate and strives to conserve water use across our global operations by sharing best practices among sites. • In 2023, we launched a survey with our suppliers on their awareness and level of adoption of ESG principles. Additionally, we are working with our suppliers on perfluoroalkyl and polyfluoroalkyl substances (“PFAS”) risk and possible alternate solutions.

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			REDUCING CHEMICAL USE UCT’s parts cleaning business uses chemical-free processes where possible. This lowers our environmental impact by reducing the amount of waste requiring treatment and enabling the safe return of water to the environment.
			MINIMIZING WASTE UCT is committed to reducing waste across our locations to limit our environmental footprint. We have implemented reuse programs for packaging materials with our customers and suppliers, adhering to the semiconductor industry’s stringent protective packaging requirements.
			REDUCING TRANSPORTATION To reduce our overall emissions, UCT seeks to minimize transportation emissions wherever possible among our operations, and with our suppliers and employees. Many of UCT’s sites are strategically positioned close to our customers, which reduces the distance products must travel. Where possible, we develop regional supply chains that reduce overall shipping requirements.

Social Responsibility

			We aim to build a responsible and sustainable end-to-end supply chain, ensure employee health and safety in the workplace, foster an atmosphere of acceptance, inclusion, belonging, trust and mutual respect in the workplace, promote employee engagement inside and outside the company and give back to communities. UCT strives to positively impact society by ensuring the people we work with are safe and treated with dignity and respect. We strive to be a good neighbor in the communities in which we operate.
			HEALTH, WELLNESS AND SAFETY • The safety of our personnel is our top priority. We have an established Safety policy to outline expectations, including our goal of zero accidents and injuries. Safety incident levels across our Products and Services Divisions are consistently below industry benchmarks. • We consistently train, educate and qualify personnel to enable a safety-focused work environment.
			• We subscribe to the Responsible Business Alliance (“RBA”) Responsible Labor Initiative, which establishes standards to ensure that working conditions in the electronics industry and its supply chains are safe and that workers are treated with respect and dignity.
			• We require written certification from strategic direct product suppliers that the materials incorporated into their products comply with applicable laws and regulations, including laws regarding slavery and human trafficking of the country or countries in which they are doing business.
			DIVERSITY, INCLUSION AND ENGAGEMENT Central to UCT’s values is the belief that employees are our most important assets. Our goal is to foster an atmosphere of acceptance, inclusion, belonging, trust and respect for all. We embrace diversity and multiculturalism. We respect regional differences while fostering a culture that maximizes both organizational and individual potential. Our culture emphasizes leadership, open and honest communication, training and mentoring, and a positive reward system. • Diversity initiatives are overseen by our executive management team, including efforts to recruit from a broad talent base and initiatives to support a more inclusive workforce. • UCT recently established an Employee Experience and Well-being committee focused on cultivating an environment that prioritizes respect, mental well-being and active engagement. In 2023, this committee introduced programs for our global employees to engage in new ways with leadership as well as improve their physical and mental health. • Our employees take mandatory training to establish behavioral expectations, improve

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			diversity and inclusion sentiment, and ensure that every employee is treated with dignity and respect. • In 2022, UCT completed a diversity survey of our employees holding the title vice president or higher; with 100% participation, 61% of these senior leaders self-identified as female and/or minorities. We are currently developing a framework to broaden our efforts to monitor diversity across all levels of the company. • UCT launched a company-wide learning management system (LMS) in 2022 that provides all employees with opportunities to advance their skills, knowledge and careers. Course offerings include leadership and professional skills, diversity and inclusion training, project management certification, environmental, health and safety courses and more. In 2023, more than 5,200 UCT employees engaged in LMS training for a total of more than 19,800 training hours. • We are committed to the success of our employees. In 2023, 99% of our global workforce participated in performance reviews to measure achievements and opportunities against personal and corporate goals. All of our full-time, permanent employees participate financially in the success of the company via formal profit sharing or performance bonus plans. • In 2023, UCT introduced specialized training for high-potential employees to enhance individual leadership capabilities and foster a culture of continuous improvement and innovation. • We actively solicit the input of our employees as part of our efforts to make UCT an attractive place to work and to enhance recruiting and retention. In 2022, the results of a company-wide survey revealed that 76% of our employees would recommend UCT as a good place to work.
			We are committed to contributing to the communities in which we operate and support our employees who participate in local events through the investment of time and resources. In 2023, UCT organized and conducted 31 events designed to give back and support local organizations and individuals.

Corporate Governance

Sound governance and strong leadership are key to delivering sustained value to our stakeholders. To succeed, we must safeguard and retain the trust of employees, partners, customers, investors and the communities in which we work and live.

As stewards of the company, our Board of Directors provides guidance and oversight and ensures that we maintain our high ethical standards. Effective corporate governance requires achieving the right mix of experience, background and diversity in perspectives; this is particularly important in a complex and highly technical business like ours. For more information on board diversity, please see page 10.

We benefit from a highly engaged and informed Board of Directors. Our board composition complies with Nasdaq and Securities and Exchange Commission rules regarding director independence and includes women and those from under-represented groups.

Given the importance of ESG considerations, two of UCT’s three board committees share oversight responsibility for ESG:

• The Nominating, Environmental, Social and Corporate Governance Committee (formerly the Nominating and Corporate Governance Committee) provides oversight and guidance for ESG matters focusing on environmental and governance areas.

• The Compensation and People Committee (formerly the Compensation Committee) provides oversight and guidance for the social component of ESG, including talent and career development, employee retention, promotion of diversity, equity and inclusion and other people-related matters.

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			These committees meet regularly and provide input and guidance for consideration of environmental, social and governance matters to the broader board on a regular basis
			CYBERSECURITY Managing cyber-risk is increasingly critical to governance in today’s interconnected world. Our Board of Directors has the overall oversight responsibility for our risk management, and delegates the cybersecurity and other risks relating to our information controls and security to our Audit Committee. Both the Audit Committee and the full Board regularly receive updates from our management on cybersecurity matters and our ongoing risk management efforts, and actively participate in ongoing discussions. In addition, the Board and the Compensation and People Committee review and approve the key performance indicators applicable to all management personnel responsible for effectively managing cybersecurity risk management programs at UCT and engage in regular review of the Company’s performance against those indicators. UCT has a Chief Information Officer and a Chief Information Security Officer (“CISO”), who report to the Board formally once per year, and, in the interim, on specific issues as appropriate. UCT’s cybersecurity management program ensures that technology, data management and privacy risks are identified, analyzed and managed and, together with our broader business continuity plans, aim to not only address immediate response to cybersecurity incidents but also ensure swift restoration of critical systems and the maintenance of core business functions in the face of digital threats. Our senior management and information technology security teams devote considerable time and resources to conducting regular evaluations of our systems and implementing necessary enhancements to our security infrastructure to better guard against evolving cybersecurity threats. Our employees, contractors and directors receive regular information security training and participate in ongoing, mandatory cybersecurity awareness programs. UCT has a security risk insurance policy, and we continue to enhance our security posture consistent with the risk program established by our CISO. This includes expanding our global information security program, adding broad technical expertise, and advancing our enterprise security capabilities portfolio. We have adopted measures to combat potential cyberattacks and information espionage, including implementation of certain security tools to detect nefarious activities within our system. UCT’s information security is externally audited using the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, and our information security is also tested as part of the annual financial audit. UCT also participates in a number of customer cybersecurity audits each year, and our externally visible cybersecurity health is monitored by third-party service providers.

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Committees of Our Board of Directors

Our Board of Directors has three principal committees. The following describes each committee’s current membership, the number of meetings held during 2023 and its mission:

AUDIT COMMITTEE

Among other matters, the Audit Committee is responsible for:

• providing oversight of our accounting and financial reporting processes and audits of our financial statements;

• assisting the Board in its oversight of the integrity of our financial statements and the adequacy and effectiveness of our internal controls over financial reporting;

• periodically reviews risks related to data protection and cybersecurity;

• the qualifications, independence and performance of our independent auditors (including hiring and replacing our independent auditors as appropriate, reviewing and pre-approving any audit and non-audit services provided by our independent auditors and approving fees related to such services);

• the performance of our internal audit function;

• the review, approval and oversight of our Cash and Investment Policy and Financial Risk Management Policy, including oversight over our hedging strategy and the use of swaps and other derivative instruments for hedging risks;

• compliance with legal and regulatory requirements;

• compliance with our code of business conduct and ethics (and requests for waivers therefrom); and

• preparing the Audit Committee report that SEC rules require to be included in our proxy statement.

A copy of the Audit Committee’s charter is available on our website at http://uct.com/investors/governance/. Information on or accessible through our website is not incorporated by reference in this proxy statement.

The current members of the Audit Committee are Ernest E. Maddock (chair), Barbara V. Scherer, Thomas T. Edman and David T. ibnAle. Our Board of Directors has determined that each member of the committee satisfies both the SEC’s additional independence requirement for members of audit committees and the other requirements of Nasdaq for members of audit committees. The Board of Directors has also concluded that each member of the Audit Committee qualifies as an audit committee financial expert as defined by SEC rules and has the financial sophistication required by Nasdaq. The Audit Committee met five times in 2023.

COMPENSATION AND PEOPLE COMMITTEE

Among other matters, our Compensation and People Committee:

• oversees our compensation and benefits programs and policies generally, including the issuance of equity-based compensation;

• evaluates the performance of our executive officers and other senior executives;

• reviews our management succession plan;

• oversees and sets compensation for our executive officers, Board members and other senior executives;

• reviews and recommends inclusion of the Compensation Discussion and Analysis required to be included in our proxy statement by SEC rules;

• oversees the social component of ESG matters; and

• oversees the administration of, and, as appropriate, the enforcement of the Company’s Compensation Recoupment Policy and any recoupment-related activity.

A copy of the Compensation and People Committee’s charter is available on our website at http://uct.com/investors/corporate-governance/. The Compensation and People Committee’s process for deliberations on executive compensation is described below under “Compensation Discussion and Analysis.” Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

As part of our oversight of our executive compensation program and in conjunction with the Compensation and People Committee, we consider the impact of our executive compensation program and the incentives created by different elements of the executive compensation program on our risk profile. In addition, we review all of our compensation policies and procedures, including the incentives that they create and factors that affect the likelihood of excessive risk-taking, to determine whether they present a significant risk to the Company. Based on this review, we have concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.

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Our executive succession planning process is a thoughtfully designed, long-term approach overseen by the Compensation and People Committee and the Board. At least annually, the Compensation and People Committee, the Board and the management team of the Company, devote a significant amount of time reviewing talent management activities, including succession plans and internal talent pool development. This includes long-term planning for executive development to ensure leadership sustainability, diversity, continuity and positive outcomes for the Company.

The current members of the Compensation and People Committee are Thomas T. Edman (chair), David T. ibnAle, Emily M. Liggett and Jacqueline A. Seto. Our Board of Directors has determined each member of the committee is independent as defined under Nasdaq and SEC rules. The Compensation and People Committee met seven times in 2023.

NOMINATING, ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE COMMITTEE

Among other matters, our Nominating, Environmental, Social and Corporate Governance Committee:

• reviews and evaluates the size, composition, function and duties of the Board consistent with its needs;

• establishes criteria for the selection of candidates to the Board and its committees, and identifies individuals qualified to become Board members consistent with such criteria, including the consideration of nominees submitted by shareholders;

• recommends to the Board director nominees for election at our annual or special meetings of stockholders at which directors are to be elected or to fill any vacancies or newly created directorships that may occur between such meetings;

• recommends directors for appointment to committees of the Board;

• makes recommendations to the Board as to determinations of director independence;

• leads the process and assists the Board in evaluating its performance and the performance of its committees;

• periodically reviews our corporate governance guidelines and code of business conduct and ethics, and oversees compliance with our corporate governance guidelines; and

• oversees ESG matters focused on the environmental and governance components.

A copy of the Nominating, Environmental, Social and Corporate Governance Committee’s charter is available on our website at http://uct.com/investors/corporate-governance/. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

The current members of the Nominating, Environmental, Social and Corporate Governance Committee are Jacqueline Seto (chair), Emily M. Liggett, Barbara V. Scherer, and Ernest E. Maddock. Our Board of Directors has determined that each member of the Nominating, Environmental, Social and Corporate Governance Committee is independent as defined under Nasdaq. The Nominating, Environmental, Social and Corporate Governance Committee met four times in 2023.

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.

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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

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:

•	a $60,000 twelve-months cash retainer for service as a member of our Board of Directors

•	an additional $70,000 twelve-months cash fee for serving as independent chair of our Board of Directors

•	the following additional twelve-months cash retainers for service on the standing committees of our Board of Directors:

•	Audit Committee – $12,500 (or $25,000 for the chair)

•	Compensation and People Committee – $10,000 (or $20,000 for the chair)

•	Nominating, Environmental, Social and Corporate Governance Committee – 10,000 (or $20,000 for the chair).

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.

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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.

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

(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.

(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.

Certain Relationships and Related Party Transactions

Related Person Transaction Policy. Our written Related Person Transaction Policy requires our Board of Directors or the Nominating, Environmental, Social and Corporate Governance Committee to review and approve all related person transactions. Our directors and officers are required to promptly notify our Chief Compliance Officer (currently our General Counsel) of any transaction which potentially involves a related person. Our Board of Directors or the Nominating, Environmental, Social and Corporate Governance Committee then considers all relevant facts and circumstances, including without limitation the commercial reasonableness of the terms of the transaction, the benefit and perceived benefit, or lack thereof, to the Company, opportunity costs of alternate transactions, the materiality and character of the related person’s direct or indirect interest, and the actual or apparent conflict of interest of the related person. Our Board of Directors or the Nominating, Environmental, Social and Corporate Governance Committee will not approve or ratify a related person transaction unless it has determined that, upon consideration of all relevant information, the transaction is in, or not inconsistent with, the best interests of the Company and its stockholders.

In fiscal 2023, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest.

SEC Form DEF 14A filed by Ultra Clean Holdings Inc.