Business Context and Reporting Period
This Form 8-K Current Report was filed by Ultra Clean Holdings, Inc. on April 19, 2005, covering events occurring between April 14, 2005, and April 19, 2005. The filing details material definitive agreements regarding executive compensation, board director compensation policy revisions, and the separation of a former executive.
Key Financial Metrics and Agreements
The filing does not provide consolidated financial statements, revenue, profit, cash flow, or debt metrics. It focuses on specific compensation and separation costs:
- 2004 Executive Bonuses: Aggregate annual performance bonuses paid to executive officers totaled $308,500 (excluding sales commissions).
- Director Compensation: Non-employee directors receive a $20,000 annual retainer, $5,000 per committee served, and $5,000 per committee chaired. Equity grants include 15,000 shares upon joining and 7,500 shares annually thereafter, vesting over four years.
- Executive Employment: Kevin L. Griffin (VP, CAO, Acting CFO) receives a base salary of $200,000 plus participation in an executive bonus plan.
- Separation Costs: Former CFO Phillip A. Kagel is entitled to seven months of salary and health benefits.
Material Changes and Personnel Actions
Significant changes in corporate governance and personnel occurred during the reporting period:
- Board Compensation Revision: The Nominating and Corporate Governance Committee revised the policy to include annual option grants for continuing directors, in addition to initial grants.
- Executive Appointment: An employment agreement was executed with Kevin L. Griffin on April 19, 2005, formalizing his role as Acting CFO.
- Executive Departure: Phillip A. Kagel resigned as CFO on March 24, 2005. A Separation Agreement dated April 14, 2005, terminated his employment agreement and established severance terms.
- Compensation Waivers: Directors David ibnAle and Dipanjan Deb waived their rights to cash or equity compensation.
Outlook, Risks, and Contingencies
The filing does not contain forward-looking guidance, market outlook, or general risk factors. Specific contingencies related to the new employment agreement include:
- Severance Triggers: If Kevin L. Griffin is terminated without cause before March 24, 2006, he is entitled to a $20,000 cash payment, 6 months of accelerated stock option vesting, full accelerated vesting of restricted stock acquired in November 2002, and 12 months of health benefits.
Investor Verification Checklist
- Verify the total number of shares outstanding to assess the dilution impact of the new annual director option grants (7,500 shares per continuing director).
- Confirm the exact cash value of the severance package for former CFO Phillip A. Kagel based on his final salary rate.
- Review the terms of the executive bonus plan referenced in Kevin L. Griffin's agreement to understand potential future cash outflows.
- Check subsequent filings to confirm if the Acting CFO role transitions to a permanent appointment.