Business Context and Reporting Period
This Form 8-K Current Report was filed by Ultra Clean Holdings, Inc. on March 7, 2011. The filing discloses the appointment of a new senior executive officer effective March 8, 2011.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change is the appointment of Dr. Gino Addiego as President and Chief Operating Officer. Dr. Addiego joins from Novellus Systems, Inc., where he served as Executive Vice President of Corporation Operations.
Compensation and Management Commentary
- Base Salary: $380,000 annually.
- Target Bonus: 75% of base salary.
- Equity Award: 240,000 restricted stock units (Initial RSU Award) vesting in three equal installments over three years.
- Severance Policy:
- Termination without cause prior to a change in control: 12 months of salary, bonus, and COBRA premiums, plus accelerated equity vesting.
- Termination within 12 months of a change in control: 18 months of salary, bonus, and COBRA premiums, plus full equity vesting.
Investor Verification Checklist
- Verify the vesting schedule and performance conditions of the 240,000 restricted stock units granted to Dr. Addiego.
- Review the Company Stock Incentive Plan terms referenced in the offer letter.
- Confirm the impact of the new executive leadership on the company's operational strategy.
- Check subsequent filings for any changes to the compensation structure or executive departures.