ULTRA CLEAN HOLDINGS INC (UCTT)
Sector: Information Technology
2026 Annual Meeting Analysis
ULTRA CLEAN HOLDINGS INC · Meeting: May 22, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2015 with strong technology industry credentials; UCTT's 3-year stock return of +170% trails the peer group median of +179% by only 8.9 percentage points, well below the 65-point threshold needed to trigger a vote against, and all board members attended 100% of meetings in 2025.
Joined the board in September 2025, well within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply; brings over 30 years of semiconductor industry experience including senior roles at Applied Materials.
Long-tenured director since 2002 with deep operational knowledge of UCT; the 3-year stock return gap versus the peer group median is only 8.9 percentage points, far below the 65-point threshold required to trigger a vote against, and attendance was 100% in 2025.
Director since 2002 with extensive corporate finance and investment expertise; the TSR underperformance trigger does not fire given the gap of 8.9 percentage points versus the peer median is well below the 65-point threshold, and attendance was 100% in 2025.
Director since 2014 with broad CEO and operational experience across technical industrial companies; the TSR gap of 8.9 percentage points versus the peer median is far below the 65-point trigger threshold, and she attended 100% of meetings in 2025.
Director since 2018 with deep semiconductor financial and operational expertise including former CFO of Micron; the 3-year TSR gap versus the peer group median of 8.9 percentage points does not breach the 65-point trigger threshold, and attendance was 100% in 2025.
Director since 2020 with 22 years at Lam Research and strong semiconductor industry expertise; the TSR underperformance gap of 8.9 percentage points versus the peer median is well below the 65-point trigger threshold, and attendance was 100% in 2025.
Joined the board in 2025, well within the 24-month new-director exemption from the TSR trigger, and brings substantial CFO experience from Amkor Technology and other technology companies relevant to UCTT's business.
All eight director nominees pass the policy screens: the company's 3-year stock return of +170% trails the disclosed peer group median by only 8.9 percentage points, far below the 65-point underperformance threshold applicable when absolute returns exceed +20%; all directors attended 100% of board and committee meetings in 2025; no overboarding, independence, familial relationship, or qualification concerns were identified; and two nominees (Xiao and Solomon) joined in 2025 and are exempt from the TSR trigger entirely.
Say on Pay
✓ FORCEO
James Xiao
Total Comp
$5,984,360
Prior Support
74.2%%
CEO James Xiao's total reported compensation of approximately $5.98 million is reasonable for a newly hired chief executive at a $3.6 billion market cap technology company, and the pay structure is well-designed with roughly 75% of executive pay classified as at-risk and 55% of CEO equity in performance-based stock awards tied to multi-year revenue growth, operating margin, and relative total shareholder return metrics. The 2025 say-on-pay vote received 74.2% support, just above the 70% threshold that would require visible remediation, and the company has provided a credible explanation that the lower approval was driven specifically by the prior CEO's separation payment rather than structural pay concerns. The prior 2023 performance stock award cycle vested at 0% — reflecting genuine pay-for-performance discipline — and the company maintains a formal clawback policy, stock ownership guidelines, and prohibitions on hedging and pledging, all of which support a FOR vote.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,602,000
Non-Audit Fees
$2,000
Non-audit fees of $2,000 represent essentially zero percent of audit fees of $3,602,000, far below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a $3.6 billion market cap company; auditor tenure is not disclosed so the tenure trigger cannot fire per policy; no material restatements attributable to audit failure were identified (previously identified material weaknesses were fully remediated by fiscal year-end 2025).
Overall Assessment
The 2026 UCTT annual meeting ballot presents four standard proposals plus two equity plan amendments; all eight director nominees pass the TSR and governance screens cleanly, PwC's auditor ratification is straightforward given negligible non-audit fees, and the say-on-pay program earns support on the strength of a well-structured at-risk pay mix, genuine performance consequences (2023 awards vested at 0%), and a credible explanation for the modestly lower 2025 approval rate. The two equity plan amendments fall outside the scope of the current voting policy and are noted but not scored.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing