Business Context and Reporting Period
This Form 8-K filing by Ultra Clean Holdings, Inc. (UCTT) was submitted on May 15, 2024, reporting events occurring on May 14, 2024. The filing addresses Item 5.02 regarding the appointment of a new executive officer.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change is the appointment of Harjinder Bajwa as Chief Operating Officer, effective June 10, 2024. Mr. Bajwa previously served as Chief Operating Officer at Reconext and held various senior operations roles at Flextronics and Solectron Corporation.
Management Commentary and Compensation Details
The Board of Directors approved the following compensatory arrangements for Mr. Bajwa:
- Base Salary: $550,000 per year.
- Bonus Plan: Eligible for the management bonus plan with an initial target payout of 85% of base salary after one full quarter of employment.
- Equity Award: Total value of $2,400,000, split equally between time-based restricted stock units (vesting over three years) and performance-based stock units.
- Sign-on Bonus: $250,000, contingent on remaining with the Company for 12 months.
Investor Verification Checklist
- Confirm the effective start date of June 10, 2024, for the new Chief Operating Officer.
- Review the vesting schedule and performance metrics for the $2,400,000 equity award.
- Verify the conditions attached to the $250,000 sign-on bonus regarding the 12-month retention requirement.
- Check subsequent filings for any impact on the company's overall executive compensation expense.