Ultra Clean Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$UCTT
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 5, 2025, Ultra Clean Holdings, Inc. (the “Company”) issued a press release announcing that James P. Scholhamer has resigned, effective March 4, 2025, as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors (the “Board”), to address a personal medical condition, and that Clarence L. Granger, the Chairman of the Board, will become the Company’s interim Chief Executive Officer on the effective date of Mr. Scholhamer’s resignation to serve in that capacity until the Board appoints a new Chief Executive Officer. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The Board has begun the search for the Company’s next Chief Executive Officer. Mr. Granger will also continue to serve in his role as Chairman of the Board.
The Company and Mr. Scholhamer have entered into a Separation Agreement (the “Separation Agreement”), pursuant to which, subject to a release of claims, Mr. Scholhamer will receive a lump sum cash payment equal to $2,548,796.00 in connection with his resignation. A copy of the Separation Agreement is attached hereto as Exhibit 10.1.
Mr. Granger, age 76, has been serving as the Chairman of the Board since October 2006. From 1996 to 2015, Mr. Granger served in multiple roles at the Company, including 12 years as Chief Executive Officer from 2003 until his retirement in 2015. Before joining the Company, Mr. Granger held executive management roles at Seagate Technology, HMT Technology and Xidex, including the position of Chief Executive Officer for HMT Technology.
In exchange for the additional services Mr. Granger has agreed to provide for the Company as interim Chief Executive Officer until the Board appoints a new Chief Executive Officer, the Company has agreed to pay Mr. Granger an annual base salary of $810,000.00 prorated over the period of his service as interim Chief Executive Officer, with an annual target bonus equal to 110% of his prorated base salary, and to grant him an equity award with an approximate value of $900,000.00 in restricted stock units that will vest on the last day of Mr. Granger’s service as the interim Chief Executive Officer, subject to the terms and conditions of the Company’s Stock Incentive Plan. A copy of the offer letter is attached hereto as Exhibit 10.2.
There are no family relationships between Mr. Granger and any Company director or executive officer, and no arrangements or understandings between Mr. Granger and any other person pursuant to which he was selected as an officer. Mr. Granger is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Exhibit Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 99.1 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ULTRA CLEAN HOLDINGS, INC. | |||||||||||
| Date: | March 5, 2025 | By: | /s/ Paul Y. Cho | ||||||||
| Name: Paul Y. Cho Title: General Counsel and Corporate Secretary | |||||||||||