Business Context and Reporting Period
This Form 8-K filing by Ultra Clean Holdings, Inc. (UCTT) is dated March 5, 2025. The report discloses a significant change in executive leadership and board composition effective March 4, 2025.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data contained in this report is limited to specific executive compensation and separation payments:
- CEO Separation Payment: $2,548,796.00 (lump sum cash to James P. Scholhamer).
- Interim CEO Base Salary: $810,000.00 annually (prorated for Clarence L. Granger).
- Interim CEO Target Bonus: 110% of prorated base salary.
- Interim CEO Equity Award: Approximately $900,000.00 in restricted stock units.
Material Changes
The primary material change reported is the departure of the Chief Executive Officer and a Board member:
- Resignation: James P. Scholhamer resigned as CEO and Board member effective March 4, 2025, citing a personal medical condition.
- Interim Appointment: Clarence L. Granger, Chairman of the Board, was appointed Interim CEO effective March 4, 2025.
- Search Initiated: The Board has commenced a search for a permanent CEO.
Outlook, Risks, and Management Commentary
Management Commentary: The transition is described as a response to the former CEO's medical condition. The Board has retained Mr. Granger, who previously served as CEO from 2003 to 2015, to ensure continuity during the search for a permanent successor.
Compensatory Arrangements: The filing details a Separation Agreement for Mr. Scholhamer and a new Offer Letter for Mr. Granger. Mr. Granger's equity award vests on the last day of his interim service.
Risks and Contingencies: The filing does not explicitly list new operational risks or contingencies beyond the inherent uncertainty of an interim leadership period and the ongoing CEO search.
Investor Verification Checklist
- Verify the terms of the Separation Agreement (Exhibit 10.1) regarding the $2.55M payout and release of claims.
- Review the Offer Letter (Exhibit 10.2) for specific vesting conditions on the $900k equity grant for the interim CEO.
- Monitor the timeline for the appointment of a permanent CEO to assess leadership stability.
- Check subsequent filings for any impact of the leadership change on strategic direction or operational performance.