Approval of any other matter properly submitted to the stockholders at the annual meeting generally will require the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on that matter.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ | | | |
Filed by a Party other than the Registrant ☐ | | |
Check the appropriate box:
☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | | | Definitive Proxy Statement |
| | | Definitive Additional Materials | |
☐ | | | |
Soliciting Material Pursuant to §240.14a-12 |
ULTRA CLEAN HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | | | No fee required. | |||
| | | |||||
Fee paid previously with preliminary materials. | ||||||
☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
ULTRA CLEAN HOLDINGS, INC.
26462 Corporate Avenue
Hayward, CA 94545
NOTICE OF 20232024 ANNUAL MEETING
OF STOCKHOLDERS
OF ULTRA CLEAN HOLDINGS, INC.
Purposes: |
• Elect our directors |
• Ratify the appointment of 2024 |
• Hold an advisory vote on executive compensation |
• Conduct other business that may properly come before the annual meeting or any adjournment or postponement thereof |
Adjournments or Postponements |
In the event of an adjournment, postponement or emergency that may change the annual meeting’s time, date or location, we will make an announcement, issue a press release or post information at www.uct.com/investors to notify stockholders, as appropriate. Information on or accessible through our website is not incorporated by reference in this Proxy Statement. |
Important Notice Regarding The Availability Of Proxy Materials For The Stockholder Meeting To Be Held On May |
Sincerely, |
/s/ James P. Scholhamer James P. Scholhamer Chief Executive Officer April |
 | | | Date: May Time: 12:30 p.m. Pacific |
Virtual Meeting: | |||
www.virtualshareholdermeeting.com/ UCTT2024 | |||
The Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/ | |||
Who Can Vote: | |||
March | |||
All stockholders are cordially invited to attend the meeting. At the meeting, you will hear a report on our business and have a chance to meet some of our directors and executive officers. | |||
 | | | VOTE ONLINE |
 | | | VOTE BY PHONE |
 | | | VOTE BY MAIL Sign, date and return your proxy card in the postage-paid envelope. |
 | | | VOTE DURING THE MEETING Whether you expect to attend the meeting or not, please vote electronically via the Internet or by telephone or by completing, signing and promptly returning the enclosed proxy card in the enclosed postage-prepaid envelope. You may change your vote and revoke your proxy at any time before the polls close at the meeting by following the procedures described in the accompanying proxy statement. |
ULTRA CLEAN HOLDINGS, INC.
26462 Corporate Avenue
Hayward, CA 94545
PROXY STATEMENT FOR 20232024 ANNUAL MEETING OF STOCKHOLDERS
May 17, 202322, 2024
Your vote is very important. For this reason, our Board of Directors is requesting that you permit your shares of common stock to be represented at our 20232024 Annual Meeting of Stockholders by the proxies named on the enclosed proxy card. This proxy statement contains important information for you to consider in deciding how to vote on the matters brought before the meeting. The date of this proxy statement is April 21, 2023.26, 2024. The proxy statement and form of proxy are first being mailed to our stockholders on or about April 21, 2023.26, 2024.
Important Notice Regarding The Availability Of Proxy Materials For The Stockholder Meeting To Be Held On May 17, 2023:22, 2024: This Proxy Statement, along with our 20222023 Annual Report to Stockholders, is available on the following website: http://materials.proxyvote.com.
General Information
Ultra Clean Holdings, Inc., referred to in this proxy statement as “Ultra Clean,” “UCT,” the “Company” or “we,” is soliciting the enclosed proxy for use at our Annual Meeting of Stockholders to be held on May 17, 202322, 2024 at 12:30 p.m., Pacific Time or at any adjournment thereof for the purposes set forth in this proxy statement. Due to the continued public health impact of the coronavirus outbreak (COVID-19), ourOur annual meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/UCTT2023.UCTT2024.
In the event of an adjournment, postponement or emergency that may change the Annual Meeting’s time, date or location, we will make an announcement, issue a press release or post information at www.uct.com/investors to notify stockholders, as appropriate. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.
Who May Attend and Vote at Our Annual Meeting
All holders of our common stock, as reflected in our records at the close of business on March 29, 2023,28, 2024, the record date for voting, may attend and vote at the meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/UCTT2023,UCTT2024, you must enter the control number found on your proxy card, voting instruction form or notice you previously received.
Each share of common stock that you owned on the record date entitles you to one vote on each matter properly brought before the meeting. As of the record date, there were issued and outstanding 44,748,26644,659,468 shares of our common stock, $0.001 par value.
Holding Shares as a “Beneficial Owner” (or in “Street Name”)
Most stockholders are considered the “beneficial owners” of their shares, that is, they hold their shares through a broker, bank or nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially or in “street name.”
Stockholder of Record. If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares. If you are a stockholder of record, we are sending paper copies of the proxy materials directly to you. As our stockholder of record, you have the right to grant your voting proxy directly to us by signing and mailing the enclosed proxy card or by voting on the Internet or telephone or at the annual meeting.
Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or nominee, you are considered the beneficial owner of shares held in street name, and the proxy statement is being forwarded to you by or on behalf of your
broker, bank or nominee (who is considered the stockholder of record with respect to those shares). As the beneficial
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owner, you have the right to direct your broker, bank, or nominee how to vote by following the instructions you receive from your broker, bank or nominee. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote these shares at the annual meeting unless you request, complete and deliver a proxy from your broker, bank or nominee.
How to Vote
You may vote in person at the virtual meeting or by proxy.
Voting by Proxy. If you are a stockholder of record, you may vote by proxy over the Internet, by telephone or by mail if you complete and return the enclosed proxy card by following the instructions on the proxy card. If your shares are held in street name, you have the right to direct your broker, bank or nominee how to vote by following the instructions you receive from your broker, bank or nominee. The shares voted electronically, telephonically or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the annual meeting. We recommend that you vote by proxy even if you plan to attend the meeting. You may change your vote at the meeting even if you have previously submitted a proxy.
Voting at the Annual Meeting. The method or timing of your vote will not limit your right to vote at the annual meeting. However, if your shares are held in the name of a bank, broker or other nominee, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the annual meeting. You should allow yourself enough time prior to the annual meeting to obtain this proxy from the holder of record.
How Proxies Work
This proxy statement is furnished in connection with the solicitation of proxies by us for use at the annual meeting and at any adjournment of that meeting. If you give us your proxy, you authorize us to vote your shares at the meeting in the manner you direct. You may vote for all, some or none of our director candidates. You may also vote for or against the other proposals, or you may abstain from voting.
If you give us your proxy but do not specify how your shares shall be voted on a particular matter, your shares will be voted:
FOR the election of each of the named nominees for director;
FOR the ratification of the appointment of Moss AdamsPricewaterhouseCoopers LLP as our independent registered public accounting firm;
FOR the approval of the compensation of our named executive officers;
with respect to any other matter that may come before the annual meeting, as recommended by our Board of Directors or otherwise in the proxies’ discretion.
Changing or Revoking Your Vote
You have the right to revoke your previously submitted proxy at any time before your proxy is exercised at the annual meeting.
If you are the stockholder of record, you may revoke your proxy by resubmitting your vote on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the annual meeting will be counted), by signing and returning a new proxy card with a later date, by attending and voting at the annual meeting or by giving written notice to our Secretary that you wish to revoke your previously submitted proxy.
If you hold shares beneficially in street name, you may revoke your proxy by submitting new voting instructions to your broker, bank or nominee by following the instructions they provide you or, if you have obtained a legal proxy from your broker, bank or nominee giving you the right to vote your shares, by attending and voting at the annual meeting.
Note that for both stockholders of record and beneficial owners, attendance at the annual meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote in person at the annual meeting.
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Important Notice Regarding Delivery of Stockholder Documents
Only one proxy statement, annual report and set of accompanying materials, if applicable, are being delivered by us to multiple stockholders sharing an address, who have consented to receiving one set of such materials, until we receive contrary instructions from any such stockholders. We will deliver, promptly upon written or oral request, a separate copy of such materials to a stockholder at a shared address to which a single copy of such materials was delivered. A stockholder who wishes to receive a separate copy of the proxy statement and accompanying materials now or in the future, or stockholders sharing an address who are receiving multiple copies of the proxy statement and accompanying materials and wish to receive a single copy of such materials, should submit a request to Broadridge, c/o Householding Department, 51 Mercedes Way, Edgewood, NY 11717 or call 800-542-1061.
Votes Needed to Hold the Meeting and Approve Proposals
In order to carry on the business of the annual meeting, stockholders entitled to castthe holders of a majority of the votesoutstanding capital stock of the Company entitled to vote at a meeting of stockholders must be represented at the meeting, either in person or by proxy. In accordance with Delaware law, only votes cast “for” a matter constitute affirmative votes. A properly executed proxy marked “abstain” with respect to any matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. Since abstentions will not be votes cast for a particular proposal, they will have the same effect as negative votes or votes against that proposal. BrokerAbstentions and broker non-votes are also counted for the purpose of determining the presence of a quorum. Broker non-votes occur when shares held by a broker on behalf of a beneficial owner are not voted with respect to a particular proposal, which generally occurs when the broker has not received voting instructions from the beneficial owner and lacks the discretionary authority to vote the shares itself.
Election of Directors. Our Amended and Restated Bylaws provide that a director nominee must receive a majority of the votes cast with respect to such nominee in uncontested director elections (i.e., the number of shares voted “for” a director nominee must exceed the number of shares voted “against” such nominee). Accordingly, abstentions and broker non-votes will have no effect on the outcome of this proposal. If an incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, the director shall immediately tender his or her resignation to the Board. The Nominating, Environmental, Social and Corporate Governance Committee of the Board, or such other committee designated by the Board, shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose its decision regarding the resignation within 90 days following certification of the election results. If the Board accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, the remaining members of the Board may fill the resulting vacancy or may decrease the size of the Board.
Brokers do not have discretionary authority to vote shares without instructions from beneficial owners in the election of directors. Therefore, beneficial owners who are not stockholders of record and who want their votes to be counted in the election of directors must give voting instructions to their bank, broker or nominee before the date of the annual meeting.
Ratification of the appointment of our independent registered public accounting firm. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal will be required to ratify the appointment of our independent registered public accounting firm for the current fiscal year. We believe that the ratification of our independent registered public accounting firm is a routine proposal for which brokers may vote shares held on behalf of beneficial owners who have not given voting instructions with respect to that proposal. Accordingly, we do not anticipate any broker non-votes for this proposal, and abstentions will have the same effect as negative votes for this proposal.
Advisory vote on the compensation of our named executive officers. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal will be sufficient to approve, by an advisory, non-binding vote, the compensation of our named executive officers for fiscal 2022.2023. The advisory vote on the compensation of our named executive officers, while held annually, is not considered a routine proposal; therefore, brokers lack the discretionary authority to vote shares without instructions from beneficial owners for this proposal.
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Security Ownership of Certain Beneficial Owners and Management
The table below sets forth information as of March 1, 20232024 regarding the beneficial ownership (as defined by Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of our common stock by:
each person or group known by us to own beneficially more than five percent of our common stock;
each of our directors, director nominees and named executive officers individually; and
all directors and executive officers as a group.
In accordance with applicable rules of the Securities and Exchange Commission (the “SEC”), beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable, and shares subject to restricted stock units that vest and are delivered, within 60 days of March 1, 2023.2024. Shares issuable pursuant to the exercise of stock options, and restricted stock units that vest, in the 60 days following March 1, 2023,2024, are deemed outstanding for the purpose of computing the ownership percentage of the person holding such options, or shares subject to restricted stock units, but are not deemed outstanding for computing the ownership percentage of any other person. The percentage of beneficial ownership for the following table is based on 44,791,65344,659,468 shares of common stock outstanding as of March 1, 2023.2024.
The address of each of the named individuals in the table below is c/o Ultra Clean Holdings, Inc., 26462 Corporate Avenue, Hayward, CA 94545 unless otherwise indicated below. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.
| | | SHARES OF COMMON STOCK BENEFICIALLY OWNED | ||||
NAME AND ADDRESS OF BENEFICIAL OWNER | | | NUMBER | | | PERCENT |
Greater than 5% Stockholders | | | | | ||
BlackRock, Inc.(1) | | | 8,043,181 | | | 18.0% |
55 East 52nd Street | | | | | ||
New York, NY 10055 | | | | | ||
The Vanguard Group(2) | | | 3,607,710 | | | 8.1% |
100 Vanguard Boulevard | | | | | ||
Malvern, PA 19355 | | | | | ||
Swedbank Robur Fonder AB(3) | | | 3,000,000 | | | 6.7% |
SE-105 34 | | | | | ||
Stockholm, Sweden | | | | | ||
Dimensional Fund Advisors L.P. (4) | | | 2,301,761 | | | 5.1% |
6300 Bee Cave Road | | | | | ||
Austin, TX 78746 | | | | | ||
Named Executive Officers, Directors and Director Nominees | | | | | ||
James P. Scholhamer(5) | | | 349,544 | | | * |
Sheri L. Savage(6) | | | 58,925 | | | * |
Vijayan S. Chinnasami(7) | | | 144,468 | | | * |
Christopher S. Cook(8) | | | 7,126 | | | * |
Jeffrey L. McKibben(9) | | | 6,764 | | | * |
Clarence L. Granger(10) | | | 91,838 | | | * |
Thomas T. Edman(10) | | | 28,900 | | | * |
David T. ibnAle(10) | | | 51,600 | | | * |
Emily M. Liggett(10) | | | 35,631 | | | * |
Ernest E. Maddock(10) | | | 29,100 | | | * |
Barbara V. Scherer(10) | | | 44,600 | | | * |
Jacqueline A. Seto(10) | | | 11,809 | | | * |
All Executive Officers and Directors as a Group (16 persons)(11) | | | 927,639 | | | 2.1% |
| | | SHARES OF COMMON STOCK BENEFICIALLY OWNED | ||||
| NAME AND ADDRESS OF BENEFICIAL OWNER | | | NUMBER | | | PERCENT |
| Greater than 5% Stockholders | | | | | ||
BlackRock, Inc.(1) | | | 7,201,258 | | | 16.1% |
55 East 52nd Street | | | | | ||
| New York, NY 10055 | | | | | ||
The Vanguard Group(2) | | | 4,360,555 | | | 9.8% |
| 100 Vanguard Boulevard | | | | | ||
| Malvern, PA 19355 | | | | | ||
Dimensional Fund Advisors L.P.(3) | | | 2,750,042 | | | 6.2% |
| 6300 Bee Cave Road | | | | | ||
| Austin, TX 78746 | | | | | ||
Frontier Capital Management(4) | | | 2,559,943 | | | 5.7% |
| 99 Summer Street | | | | | ||
| Boston, MA 02110 | | | | | ||
Swedbank Robur Fonder AB(5) | | | 2,434,224 | | | 5.5% |
| SE 105 34 | | | | | ||
| Stockholm, Sweden | | | | | ||
| Named Executive Officers, Directors and Director Nominees | | | | | ||
James P. Scholhamer(6) | | | 359,192 | | | * |
Sheri L. Savage(7) | | | 61,506 | | | * |
Vijayan S. Chinnasami(8) | | | 140,000 | | | * |
Christopher S. Cook(9) | | | 13,347 | | | * |
Jeffrey L. McKibben(10) | | | 8,228 | | | * |
Clarence L. Granger(11) | | | 97,134 | | | * |
Thomas T. Edman(11) | | | 34,196 | | | * |
David T. ibnAle(11) | | | 56,896 | | | * |
Emily M. Liggett(11) | | | 37,226 | | | * |
Ernest E. Maddock(11) | | | 34,396 | | | * |
Barbara V. Scherer(11) | | | 49,896 | | | * |
Jacqueline A. Seto(11) | | | 17,105 | | | * |
All Executive Officers and Directors as a Group (16 persons)(12) | | | 976,972 | | | 2.2% |
| * | Less than 1%. |
| (1) | Based on a Schedule 13G filed on January |
| (2) | Based on a Schedule 13G filed with the SEC on February |
| (3) | Based on a Schedule 13G filed with the SEC on |
| 4 |
| (4) | Based on a Schedule 13G filed with the SEC on February |
| (5) | Based on a Schedule 13G filed with the SEC on January 25, 2024 for the period ended December 29, 2023. |
| (6) | Includes (i) |
| Includes (i) |
| No restricted stock units are scheduled to vest. |
| (9) | Includes (i) |
| Includes |
| Includes |
| Consists of shares beneficially owned by our current executive officers and directors as of March 1, |
At the close of business on March 29, 2023,28, 2024, the record date, we had 44,748,266 shares of common stock outstanding. Each share of our common stock is entitled to one vote on all matters properly submitted for a stockholder vote.
Delinquent Section 16(a) Reports
Section 16(a) requires our directors, executive officers and beneficial holders of 10% or more of a registered class of our equity securities to file certain reports with the SEC regarding ownership of, and transactions in, our equity securities. Based solely on a review of Forms 3, 4 and 5 and amendments thereto furnished to us and written representations we received from our directors and officers required to file the reports, we believe that all of our directors, executive officers and beneficial holders of 10% or more of a registered class of our equity securities, filed, on a timely basis, all reports required by Section 16(a) of the Exchange Act for the year ended December 30, 2022.29, 2023, except that one Form 4 was filed late with respect to one transaction each for Jeffrey McKibben and Christopher Cook, in each case due to an administrative error.
Cost of Proxy Solicitation
We will pay the cost of this proxy solicitation. Some of our employees may also solicit proxies, without any additional compensation. We may also reimburse banks, brokerage firms and nominees for their expenses in forwarding proxy materials to their customers who are beneficial owners of our common stock and obtaining their voting instructions.
Deadline for Receipt of Stockholder Proposals
If you wish to submit a proposal for inclusion in the proxy statement for our 20242025 Annual Meeting of Stockholders, you must follow the procedures outlined in Rule 14a-8 of the Exchange Act, and we must receive your proposal at the address below no later than December 26, 2023.2024. Stockholders intending to present a proposal at the next annual meeting without the inclusion of such proposal in the Company’s proxy materials, including for the election of director nominees, must comply with the requirements set forth in our Amended and Restated Bylaws. The Amended and Restated Bylaws require, among other things, that a stockholder must submit a written notice of intent to present such a proposal at the address below not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders (as long as the date of the annual meeting is not advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date, in which case notice must be received no earlier than 120 days prior to such meeting and no later than the later of 70 days prior to such meeting or the 10th10th day following the public announcement of the date of such meeting). Therefore, we must receive notice of such proposal for the 20242025 Annual Meeting of Stockholders no earlier than January 17, 2024,22, 2025, and no later than February 16, 2024,21, 2025, otherwise such notice will be considered untimely and we will not be required to present it at the 20242025 Annual Meeting of Stockholders. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. In addition to the requirements contained in our Amended and Restated Bylaws, to comply with the SEC’s universal proxy rules, a stockholder who intends to solicit proxies in support of director nominees other than our nominees must comply with the additional requirements of Rule 14a-19 of the Exchange Act.
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Contacting Ultra Clean
If you have questions or would like more information about the annual meeting, you can contact us in either of the following ways:
•By telephone: | | | 510-576-4400 |
•By fax: | | | 510-576-4401 |
•In writing at our principal executive offices: | | | Ultra Clean Holdings, Inc. Attn: Secretary 26462 Corporate Avenue Hayward, CA 94545 |
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Fiscal 20222023 Year in Review
Performance Highlights:
In 2022, solid execution from2023, our global teams resulted in record revenue despite COVID-related limitations,and earnings largely reflected the overall decline seen across the broader semiconductor market amid geopolitical events and macroeconomic forces, including inflationary pressures and export restrictions. Demand for our products and services was strong inrising interest rates, leading to weak consumer spending. Elevated inventory throughout the first three quarters of the year; however, late in the year demand began to wane and our customers quickly pushed out and canceled orders in a rapid response to their customers doing the same. The impacts of reductions in end-market demand affected the entiresemiconductor supply chain and we felt the effects in our full-year operating margins and earnings. We have respondedalso continued to the weakened demand by reducing our costs while keeping our core capabilities in place and continuing to invest in programs that position the Company for greater success when theimpact industry once again expands.performance, as customers work off excess inventory following two years of strong revenue growth.
To manage through this downturn, we have taken immediatetook decisive actions to reduce costsmake cost structure improvements and optimize profits in the short term while continuingwithout compromising our ability to make strategic investmentsreact quickly to position the company for success inseize opportunities when industry growth resumes. Enhancing operations and increasing capacity to support the next industry expansion.expansion were top priorities in 2023.
Achieved revenue of $1.7 billion in 2023, compared to $2.4 billion in 2022.
GAAP operating margin was 2.0% in 2023, compared to 5.1% in prior year. Non-GAAP* operating margin was 4.9% in 2023, compared to 11.0% in 2022. Differences in annual results were mainly due to decreased efficiencies in lower volume of sales in 2023 compared to 2022.
GAAP earnings (loss) per share (“EPS”) was $(0.70) in 2023 and $0.89 in 2022. Non-GAAP EPS was $0.56 in 2023, compared to $3.98 in 2022.
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Paid down $39 million in debt and repurchased $29 million of shares outstanding. During 2022 and 2023, UCT has paid down a total of $79 million in debt and repurchased $41 million of shares outstanding.
Completed the acquisition of HIS Innovations Group (“HIS”), a privately held company based in Hillsboro, Oregon. HIS is a leading supplier to the semiconductor sub-fab segment including the design, manufacturing, and integration of components, process solutions, and fully integrated sub-systems. The acquisition strengthens our leadership in developing and supplying critical products to the semiconductor industry and extends our reach into the sub-fab area.
Advanced global capacity while consolidating and modernizing operations into state-of-the-art, scalable facilities in strategic locations around the world.
* Non-GAAP reflects adjustments to GAAPis adjusted for amortization of intangible assets, restructuring charges, stock-based compensation, restructuring charges, acquisition activity costs, fair value adjustments, legal-related costs, VAT settlement, acquisition costs, net loss on divestitures, Covid-19 related costs, certain fair value related adjustments, certain insurance proceeds, certain legal-related costs and the tax effects of the foregoing adjustments. See Appendix A for a reconciliation of GAAP to non-GAAP measures and for additional information about the non-GAAP measures we use in this proxy statement.
Stock Price Performance:
In 2022,2023, our total shareholder return performance was negatively impacted by industry headwinds, includingincreased a modest 3% year-over-year amid the continued global softening in end-market demand for semiconductors latesemiconductors. This downturn, beginning in the year. Similar to most companies and industries, our performance was negatively impactedfourth quarter of 2022, is driven by macroeconomic factors, including inflationary pressures and rising interest rates, both of which have impacted consumer spending.
However, as shown below, for the five-year period beginning December 29, 2017,31, 2018, UCT has outperformed major indices including the S&P 500.Russell 2000 and the Nasdaq Composite. This reflects UCT’s abilitydemonstrates our capacity to meet increasedsatisfy rising demand for our products and services during the three consecutivesuccessive years (2019-2021) of record industry growth.growth, during which we outperformed the Philadelphia SE Semiconductor Index. We will continue to leveragesynchronize our global footprint and optimizeworldwide operations to successfully meetwith our customers’ increasingly complexforecasts to ensure we have the flexibility and expanding technology needs.capacity to meet future demand. These efforts are creating long-lasting value to our customers and will increase UCT’s leading position within the industry over the long term.
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The following is a summary of key highlights of the Company’s financial performance for fiscal year 2022:2023:
| | | YEARS ENDED | | | | | ||||||
| | | 12/31/2022 | | | 12/30/2021 | | | INCREASE (DECREASE) | | | % INCREASE (DECREASE) | |
| | | (DOLLARS ARE IN MILLIONS) | ||||||||||
Revenues | | | $2,374.3 | | | $2,101.6 | | | $272.7 | | | 13.0% |
Gross margin | | | 19.6% | | | 20.5% | | | (0.9)% | | | (4.5)% |
Non-GAAP gross margin* | | | 20.2% | | | 21.4% | | | (1.2)% | | | (5.4)% |
Income from operations | | | $120.4 | | | $185.7 | | | $(65.3) | | | (35.2)% |
Non-GAAP income from operations* | | | $260.2 | | | $257.3 | | | $2.9 | | | 1.1% |
Operating cash flow | | | $47.2 | | | $211.6 | | | $(164.4) | | | (77.7)% |
Market capitalization at fiscal year end | | | $1,497.1 | | | $2,577.4 | | | $(1,080.3) | | | (41.9)% |
| | | YEARS ENDED | | | | | ||||||
| | | 12/29/2023 | | | 12/31/2022 | | | INCREASE (DECREASE) | | | % INCREASE (DECREASE) | |
| | | (DOLLARS ARE IN MILLIONS) | ||||||||||
| Revenues | | | $1,734.5 | | | $2,374.3 | | | $(639.8) | | | (26.9)% |
| Gross margin | | | 16.0% | | | 19.6% | | | (3.6)% | | | (18.4)% |
| Non-GAAP gross margin* | | | 16.6% | | | 20.2% | | | (3.6)% | | | (17.8)% |
| Income from operations | | | $35.2 | | | $120.4 | | | $(85.2) | | | (70.8)% |
| Non-GAAP income from operations* | | | $85.3 | | | $260.2 | | | $(174.9) | | | (67.2)% |
| Operating cash flow | | | $135.9 | | | $47.2 | | | $88.7 | | | 187.9% |
| Market capitalization at fiscal year end | | | $1,524.2 | | | $1,497.1 | | | $27.1 | | | 1.8% |
| * | Non-GAAP |
Our Amended and Restated Bylaws provide that our Board of Directors shall be elected at the annual meeting of our stockholders, and each director so elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Our Board of Directors, at the recommendation of the Nominating, Environmental, Social and Corporate Governance Committee, has recommended for nomination the nominees for director named below. All of these nominees currently serve as our directors. Each nominee has consented to serve as a nominee, to serve as a director if elected, and to being named a nominee in this Proxy Statement.proxy statement. If a director nominee becomes unavailable before the election, your proxy authorizes the people named as proxies to vote for a replacement nominee if our Board of Directors names one.
Our Amended and Restated Bylaws provide that a director nominee must receive a majority of the votes cast with respect to such nominee in uncontested director elections (i.e., the number of shares voted “for” a director nominee must exceed the number of shares voted “against” such nominee). Accordingly, abstentions and broker non-votes will have no effect on the outcome of this proposal. If an incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, the director shall immediately tender his or her resignation to the Board. The Nominating, Environmental, Social and Corporate Governance Committee of the Board, or such other committee designated by the Board, shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose its decision regarding the resignation within 90 days following certification of the election results. If the Board accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, the remaining members of the Board may fill the resulting vacancy or may decrease the size of the Board.
NAME | | | POSITION/OFFICE HELD WITH THE COMPANY | | | AGE | | | DIRECTOR SINCE |
Clarence L. Granger | | | Chairman of the Board and Nominee for Director | | | 74 | | | 2002 |
James P. Scholhamer | | | Chief Executive Officer, Director and Nominee for Director | | | 56 | | | 2015 |
David T. ibnAle | | | Director and Nominee for Director | | | 51 | | | 2002 |
Emily M. Liggett | | | Director and Nominee for Director | | | 67 | | | 2014 |
Thomas T. Edman | | | Director and Nominee for Director | | | 60 | | | 2015 |
Barbara V. Scherer | | | Director and Nominee for Director | | | 67 | | | 2015 |
Ernest E. Maddock | | | Director and Nominee for Director | | | 65 | | | 2018 |
Jacqueline A. Seto | | | Director and Nominee for Director | | | 57 | | | 2020 |
| NAME | | | POSITION/OFFICE HELD WITH THE COMPANY | | | AGE | | | DIRECTOR SINCE |
| Clarence L. Granger | | | Chairman of the Board and Nominee for Director | | | 75 | | | 2002 |
| James P. Scholhamer | | | Chief Executive Officer, Director and Nominee for Director | | | 57 | | | 2015 |
| David T. ibnAle | | | Director and Nominee for Director | | | 52 | | | 2002 |
| Emily M. Liggett | | | Director and Nominee for Director | | | 68 | | | 2014 |
| Thomas T. Edman | | | Director and Nominee for Director | | | 61 | | | 2015 |
| Barbara V. Scherer | | | Director and Nominee for Director | | | 68 | | | 2015 |
| Ernest E. Maddock | | | Director and Nominee for Director | | | 66 | | | 2018 |
| Jacqueline A. Seto | | | Director and Nominee for Director | | | 58 | | | 2020 |
Members of our Board self-identify as set forth in the table below:
Total Number of Directors | | | 8 |
| | | FEMALE | | | MALE | | | NON-BINARY | | | DID NOT DISCLOSE GENDER | |
| Part I: Gender Identity | | | | | | | | | ||||
| Directors | | | 3 | | | 5 | | | | | ||
| Part II: Demographic Background* | | | | | | | | | ||||
| African American or Black | | | | | 1 | | | | | |||
| Alaskan Native or Native American | | | | | | | | | ||||
| Asian | | | 1 | | | | | | | |||
| Hispanic or Latinx | | | | | | | | | ||||
| Native Hawaiian or Pacific Islander | | | | | | | | | ||||
| White | | | 1 | | | 3 | | | | | ||
| Two or More Races or Ethnicities | | | 1 | | | | | | | |||
| LGBTQ+ | | | | | 1 | | | | | |||
| Did Not Disclose Demographic Background | | | | | | | | |
Set forth below is information about each of our nominees for director:
 | | | Clarence L. Granger — Chairman and Independent Director Director since 2002 Age: Key qualifications and expertise considered by the Board in nominating this director: • Extensive knowledge of UCT’s business, strategy, people, operations, finances and competitive position in the semiconductor capital equipment industry as our former CEO • Executive leadership and vision • Global network of customer, industry and government relationships |
Clarence L. Granger has served as our Chairman since October 2006. From 1996 to 2015, Mr. Granger served in multiple roles with UCT including Chief Operating Officer and Executive Vice President of Operations, culminating with 12 years as our Chief Executive Officer. Before joining UCT, Mr. Granger held executive management roles at Seagate Technology, HMT Technology and Xidex, including the position of Chief Executive Officer for HMT Technology. Mr. Granger has a B.S. in Industrial Engineering from the University of California at Berkeley and an M.S. in Industrial Engineering from Stanford University. | |||
 | | | James P. Scholhamer — Chief Executive Officer and Director Director since 2015 Age: Key qualifications and expertise considered by the Board in nominating this director: • Strong engineering and operations experience • Provides the Board of Directors with a unique perspective as Chief Executive Officer and leader of our strategic planning process |
Before joining UCT as Chief Executive Officer in 2015, James P. Scholhamer served as Corporate Vice President and General Manager of Applied Materials, Inc., leading the Equipment Products Group and Display Services Group of its Global Service Division. Earlier at Applied Materials, Mr. Scholhamer served as Vice President of Operations-Energy for the Environmental and Display Products Division and Corporate Vice President and General Manager of the Display Business Group. Prior to joining Applied Materials, Mr. Scholhamer worked for Applied Films Corporation as Vice President of Operations, Engineering and Research Development and as Vice President of Thin Film Coating Division and Thin Film Equipment Division. Mr. Scholhamer holds a B.S. in Materials and Metallurgical Engineering from the University of Michigan. | |||
 | | | David T. ibnAle — Independent Director Director since 2002 Age: Key qualifications and expertise considered by the Board in nominating this director: • Expertise in corporate finance, accounting and strategy • Brings a thorough understanding of business management, including investment, corporate strategy and mergers and acquisitions to UCT’s growth initiatives • Qualifies as a financial expert and provides important support as a member of our Audit Committee |
David T. ibnAle is a Founding and Managing Partner of Advance Venture Partners LLC. He has | |||
 | | | Emily Liggett — Independent Director Director since 2014 Age: Key qualifications and expertise considered by the Board in nominating this director: • CEO and management experience in a variety of technical industrial companies • International perspective; has managed worldwide businesses, partnerships, and international joint ventures • Expertise in strategy, operations, new product development, sales, marketing, and business development for highly technical businesses |
Emily Liggett is the Founder and Chief Executive Officer of Liggett Advisors, a strategy/implementation consulting business, since 2017. Previously, Ms. Liggett was CEO of NovaTorque, Inc., CEO of Apexon, CEO of Capstone Turbine and CEO of Elo TouchSystems. Before these roles, she held assignments in sales, marketing, operations and general management at Raychem Corporation, including GM of the Raychem Telecommunications Division. Ms. Liggett is presently a director of Materion Corporation. She was previously a director of Kaiser Aluminum, MTS Systems Corporation and of Immersion Corporation, and serves on the Purdue Research Foundation Board of Directors. As a board member, Ms. Liggett has developed expertise in oversight of corporate sustainability matters including environmental, social and governance best practices and implementation. Ms. Liggett has a B.S. in Chemical Engineering from Purdue University, an M.S. degree in Manufacturing Systems and an M.B.A. from Stanford University. | |||
 | | | Thomas T. Edman — Independent Director Director since 2015 Age: Key qualifications and expertise considered by the Board in nominating this director: • Business acumen and experience in the technology industry with sizeable companies, including as CEO of a public company • Extensive experience in Asia and with compensation matters |
Thomas T. Edman is currently Chief Executive Officer of TTM Technologies Inc. since 2014 and has been a member of its Board of Directors since 2004. Mr. Edman held multiple management roles at Applied Materials Inc., including Group Vice President and General Manager of the AKT Display Business Group and Corporate Vice President of Corporate Business Development. Before that he served as President and CEO of Applied Films Corporation and also as General Manager of the High Performance Materials Division of Marubeni Specialty Chemicals Inc. Mr. Edman is currently the | |||
 | | | Barbara V. Scherer — Independent Director Director since 2015 Age: Key qualifications and expertise considered by the Board in nominating this director: • Extensive experience in the technology industry, including significant operational expertise • Practical and strategic insight into complex financial reporting and management issues |
Barbara V. Scherer’s career spans more than 30 years, including 25 years in senior financial leadership roles in the technology industry. Previously, she was Senior Vice President, Finance and Administration and Chief Financial Officer of Plantronics Inc. from 1998 to 2012. Before Plantronics, she held executive management positions spanning 11 years in the disk drive industry, was an associate with The Boston Consulting Group and was a member of the corporate finance team at ARCO. Ms. Scherer is a member of the Board of Directors of NETGEAR Inc. a former chair of the audit committee and current chair of the compensation committee. She | |||
 | | | Ernest E. Maddock — Independent Director Director since 2018 Age: Key qualifications and expertise considered by the Board in nominating this director: • Practical and strategic insight into complex financial reporting and management issues • Significant operational expertise • Knowledge of critical drivers across the semiconductor ecosystem |
Ernest E. Maddock has held leadership positions at multiple global companies during his career. Mr. Maddock served as Senior Vice President and Chief Financial Officer at Micron Technology from 2015 until his retirement in 2018. Prior to joining Micron, Mr. Maddock served as Executive Vice President and Chief Financial Officer of Riverbed Technology. Before joining Riverbed, he spent 15 years at Lam Research Corporation (“Lam”), rising to Executive Vice President and Chief Financial Officer. His previous roles at Lam included Vice President, Customer Support Business Group; and Group Vice President and Senior Vice President of Global Operations. Currently, Mr. Maddock serves on the Board of Directors of Avnet, Inc., Ouster Inc., Teradyne, Inc., and previously served as a member of the Board of Directors for Intersil Corporation. Mr. Maddock holds a B.S. in Industrial Management from the Georgia Institute of Technology and an M.B.A. from Georgia State University. | |||
 | | | Jacqueline A. Seto — Independent Director Director since 2020 Age: Key qualifications and expertise considered by the Board in nominating this director: • Deep understanding of the semiconductor industry • Proven strategic insight • Extensive experience in product strategy and marketing |
Jacqueline A. Seto is currently Principal of Side People Consulting, partnering with emerging companies and with non-profit organizations advising on strategic and business planning, change management and other executive service consulting. Previously, Ms. Seto spent 22 years at Lam Research, where she advanced to the position of Group Vice President and General Manager of the Clean Business Unit. Her previous roles at Lam included Corporate Vice President and General Manager in the Reliant Business Unit, Vice President of Product and Strategic Marketing and Managing Director of Emerging Businesses. Ms. Seto currently serves as a member of the Board of Trustees for The Oregon Museum of Science and Industry, and as a member of the Board of Directors for the International Women’s Forum Oregon. She previously served as a member of the Board of Directors for TriAegis Residential Services, for Mastersranking.com and as the Board Secretary of Prevent Child Abuse Oregon. As a board member, Ms. Seto has developed expertise in oversight of corporate sustainability matters including environmental, social and governance best practices and implementation. Ms. Seto holds a Bachelor of Engineering in Chemical Engineering from McGill University. | |||
There are no family relationships among any of our directors and executive officers. There are no arrangements or understandings between any of our directors and us pursuant to which such director was or is to be selected as a director or nominee. Information related to the compensation of our Board of Directors can be found under “—Director“Director Compensation” below.
 | | | Our Board of Directors recommends that you vote “FOR” each of the nominees to the Board of Directors set forth in this Proposal 1. |
Director Independence. We are required to comply with the director independence rules of the Nasdaq Stock Market (“Nasdaq”) and the SEC. These rules require that the board of directors of a listed company be composed of a majority of independent directors and that the audit committee, compensation and people committee and nominating, environmental, social and corporate governance committee be composed solely of independent directors.
Our Board of Directors has determined that each of our directors and director nominees is independent in accordance with applicable Nasdaq and SEC rules other than Mr. Scholhamer. Accordingly, a majority of our current Board of Directors is independent as required by Nasdaq rules and, upon election of each of our director nominees at the 20222024 Annual Meeting of Stockholders, a majority of our Board of Directors will be independent as required by Nasdaq rules.
Director Responsibilities. We are governed by our Board of Directors and its various committees that meet throughout the year. Our Board of Directors currently consists of eight directors. During 2022,2023, there were five meetings of our Board of Directors. We expect directors to attend and prepare for all meetings of the Board of Directors and the meetings of the committees on which they serve. Each of our directors attended 100% of the aggregate number of meetings of the Board of Directors and the committees on which he or she served during 2022.2023.
Board Leadership Structure. Our corporate governance guidelines allow for the flexibility to combine or separate the offices of Chairman and the Chief Executive Officer to best serve the interests of the Company and its stockholders. Mr. Scholhamer serves as the Chief Executive Officer of the Company and Mr. Granger serves as the Chairman of our Board of Directors. Our Board of Directors believes our current board leadership structure to be an efficient and successful leadership model for the Company, promoting clear accountability and effective decision-making. The roles of our Chairman and Chief Executive Officer are separated to allow Mr. Scholhamer to develop and execute on our corporate strategy and focus on day-to-day operations and company performance. Our Board of Directors believes that our stockholders benefit from Mr. Granger’s service as Chairman due to his deep background and experience in our industry and his knowledge of our operations as our former Chief Executive Officer. Our Board of Directors recognizes that a different leadership model may be warranted under different circumstances. Accordingly, our Board of Directors periodically reviews its leadership structure.
The Board also continually reviews the need for effective independent oversight. Each member of each of our Board of Director’s standing committees is an independent director, and each independent director is actively involved in independent oversight. Our independent directors meet in executive session during each regularly scheduled quarterly meeting of our Board of Directors and periodically evaluate both our Chairman and our Chief Executive Officer as well as Board and committee performance. All directors have unrestricted access to management at all times and frequently communicate with the Chairman, the Chief Executive Officer and other members of management on a variety of topics. Given the above factors, our Board of Directors has determined that our leadership structure is appropriate.
Corporate Governance. Our Board of Directors has adopted corporate governance guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and the corporate governance policies and standards applicable to us in general. In addition, we have adopted a code of business conduct and ethics that applies to all officers, directors and employees. Our corporate governance guidelines and our code of business conduct and ethics as well as the charters of the Nominating, Environmental, Social and Corporate Governance Committee, Audit Committee and Compensation and People Committee are available on our website at http://uct.com/investors/corporate-governance/. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.
Communicating with our Board of Directors. Any stockholder wishing to communicate with our Board of Directors may send a letter to our Secretary at 26462 Corporate Avenue, Hayward, CA 94545. Communications intended specifically for non-employee directors should be sent to the attention of the chair of the Nominating, Environmental, Social and Corporate Governance Committee.
Annual Meeting Attendance. Our Board of Directors has adopted a policy that all members should attend each annual meeting of stockholders when practical. Eight of our eightAll incumbent directors attended the 20222023 Annual Meeting of Stockholders.
Our Board of Directors plays an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board of Directors regularly reviews reports from the management team on areas of material risk to the Company, including operational, financial, legal, cyber, environmental, social and governance (“ESG”) and strategic risks. Each of the committees of our Board of Directors also oversees the management of company risks that fall within the committee’s areas of responsibility. The Audit Committee periodically reviews risks associated with financial reporting and internal controls, as well as risks associated with liquidity, customer credit, inventory reserves and cybersecurity. The Nominating, Environmental, Social and Corporate Governance Committee assists the Board in overseeing risks associated with board organization, membership, structure and ESG. The Compensation and People Committee assists the Board in reviewing whether any material risks arise from our compensation programs and in overseeing risks associated with succession planning for our executives. The Board also reviews our director and officer insurance annually.
Our ESG vision is to successfully align our strategy and operations with our values as a responsible global company in a thoughtful and authentic manner. Incorporating environmental, social and governanceESG goals into our operating framework reflects our longstanding commitment to our customers, partners, shareholders, employees and the communities in which we operate. It’s the right thing to do for our company and our stakeholders.
Environmental Stewardship
 | | | UCT is committed to sustainable solutions that minimize our environmental impact and support our long-term success. As a growing, global company, UCT is continuously improving and expanding the scope of our environmental efforts. Our We have a goal of zero environmental impact incidents. Our performance against this policy is monitored via reviews and audits. |
| | | OUR EFFORTS TO ADVANCE INDUSTRY-WIDE SOLUTIONS UCT is committed to “SuCCESS2030” (Supply Chain Certification for Environmental and Social Sustainability) We also subscribe to the RBA’s Responsible Mineral Initiative, which establishes standards for environmentally responsible and ethical business practices in the electronics industry and its supply chain. In 2022, we successfully submitted the Conflict Minerals Reporting Template and Extended Minerals Reporting Template as part of our commitment to In 2022, UCT became a Founding Member of the Semiconductor Climate Consortium • Collaboration – Align on common approaches, technology innovations and communications channels to continuously reduce greenhouse gas emissions. |
| | | • Transparency – Publicly report progress and Scope 1, 2 and 3 emissions annually. • Ambition – Set near- and long-term decarbonization targets with the aim of reaching net zero emissions by 2050. | |
| | | SCC founding members are committed to driving climate progress within the semiconductor industry and support the Paris Agreement and related accords aimed at accelerating and intensifying the actions and investments required for a sustainable low-carbon future. | |
| | | Additionally, we are actively engaged with various industry efforts offered by our key customers, such as the Catalyze program that aims at furthering the adoption of renewable electricity throughout the global semiconductor value chain. | |
| | | To support our ambition, UCT is Other highlights: | |
| | | ENERGY EFFICIENT OPERATIONS Increased efficiency can lower • UCT incorporates energy efficiency considerations into our capacity expansions. For example, our newest facilities in Ireland and Malaysia include infrastructure to support planned solar installations that will reduce our energy consumption over time. In addition, the site design of our recently opened state-of-the-art facility in Chandler, Arizona follows Leadership in Energy and Environmental Design (“LEED”) certification guidelines. We • | |
| | | RESPONSIBLE USE OF RESOURCES UCT recognizes that the responsible use of natural resources is essential to sustainably growing our business and protecting the • UCT follows RBA’s Responsible Minerals Assurance Process for tantalum. Tantalum is a rare metal commonly used in the electronics industry where high reliability in extreme environments is required. Tantalum is covered by regulations related to “conflict minerals” in the United States and the European Union. • Our Environmentally Clean Process (“ECP”) for tantalum-deposited parts recover up to 95% of the metal, enabling it to re-enter the commodity market and reduce the demand for mined material. • ECP also increases part lifetime and reduces wastewater generation while eliminating the use of chemicals at some of our high-volume cleaning facilities. • UCT acknowledges our duty to protect water sources in the communities in which we operate and strives to conserve water use across our global operations by sharing best practices among sites. • In 2023, we launched a survey with our suppliers on their awareness and level of adoption of ESG principles. Additionally, we are working with our suppliers on perfluoroalkyl and polyfluoroalkyl substances (“PFAS”) risk and possible alternate solutions. |
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| | | REDUCING CHEMICAL USE UCT’s parts cleaning business uses chemical-free processes where possible. This lowers our environmental impact by reducing the amount of waste requiring treatment and enabling the safe return of water to the environment. | |
| | | MINIMIZING WASTE UCT is committed to reducing waste across our locations to limit our environmental footprint. We have implemented reuse programs for packaging materials with our customers and suppliers, adhering to the semiconductor industry’s stringent protective packaging requirements. | |
| | | REDUCING TRANSPORTATION To reduce our overall emissions, UCT seeks to minimize transportation emissions wherever possible among our operations, and with our suppliers and employees. Many of UCT’s sites are strategically positioned close to our customers, which reduces the distance products must travel. Where possible, we develop regional supply chains that reduce overall shipping requirements. |
Social Responsibility
 | | | We aim to build a responsible and sustainable end-to-end supply chain, ensure employee health and safety in the workplace, foster an atmosphere of acceptance, inclusion, belonging, trust and mutual respect in the workplace, promote employee engagement inside and outside the company and give back to communities. UCT strives to positively impact society by ensuring the people we work with are safe and treated with dignity and respect. We strive to be a good neighbor in the communities in which we operate. |
| | | HEALTH, WELLNESS AND SAFETY • The safety of our personnel is our top priority. We have an established Safety policy to outline expectations, including our goal of zero accidents and injuries. Safety incident levels across our Products and Services Divisions are consistently below industry benchmarks. • We consistently train, educate and qualify personnel to enable a safety-focused work environment. | |
| | | • We subscribe to the Responsible Business Alliance (“RBA”) Responsible Labor Initiative, which establishes standards to ensure that working conditions in the electronics industry and its supply chains are safe and that workers are treated with respect and dignity. | |
| | | • We require written certification from strategic direct product suppliers that the materials incorporated into their products comply with applicable laws and regulations, including laws regarding slavery and human trafficking of the country or countries in which they are doing business. | |
| | | DIVERSITY, INCLUSION AND ENGAGEMENT Central to UCT’s values is the belief that employees are our most important assets. Our goal is to foster an atmosphere of acceptance, inclusion, belonging, trust and respect for all. We embrace diversity and multiculturalism. We respect regional differences while fostering a culture that maximizes both organizational and individual potential. Our culture emphasizes leadership, open and honest communication, training and mentoring, and a positive reward system. • Diversity initiatives are overseen by our executive management team, including efforts to recruit from a broad talent base and initiatives to support a more inclusive workforce. • • Our employees take mandatory training to establish behavioral expectations, improve |
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| | | diversity and inclusion sentiment, and ensure that every employee is treated with dignity and respect. • In 2022, UCT completed a diversity survey of our employees holding the title vice president or higher; with 100% participation, 61% of these senior leaders self-identified as female and/or minorities. We are currently developing a framework to broaden our efforts to monitor diversity across all levels of the company. • UCT launched a company-wide learning management system (LMS) in 2022 that provides all employees with opportunities to advance their skills, knowledge and careers. Course offerings include leadership and professional skills, diversity and inclusion training, project management certification, environmental, health and safety courses and more. |
• We are committed to the success of our employees. In • In 2023, UCT introduced specialized training for high-potential employees to enhance individual leadership capabilities and foster a culture of continuous improvement and innovation. • We actively solicit the input of our employees as part of our efforts to make UCT an attractive place to work and to enhance recruiting and retention. In 2022, the results of a company-wide survey revealed that 76% of our employees would recommend UCT as a good place to work. | |||
| | | We are committed to contributing to the communities in which we operate and support our employees who participate in local events through the investment of time and resources. In |
Corporate Governance
 | | | Sound governance and strong leadership are key to delivering sustained value to our stakeholders. To succeed, we must safeguard and retain the trust of employees, partners, customers, investors and the communities in which we work and live. As stewards of the company, our Board of Directors provides guidance and oversight and ensures that we maintain our high ethical standards. Effective corporate governance requires achieving the right mix of experience, background and diversity in perspectives; this is particularly important in a complex and highly technical business like ours. For more information on board diversity, please see page We benefit from a highly engaged and informed Board of Directors. Our board composition complies with Nasdaq and Securities and Exchange Commission rules regarding director independence and Given the importance of ESG considerations, • The Nominating, Environmental, Social and Corporate Governance Committee (formerly the Nominating and Corporate Governance Committee) provides oversight and guidance for ESG matters focusing on environmental and governance areas. • The Compensation and People Committee (formerly the Compensation Committee) provides oversight and guidance for the social component of ESG, including talent and career development, employee retention, promotion of diversity, equity and inclusion and other people-related matters. |
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| | | These committees meet regularly and provide input and guidance for consideration of environmental, social and governance matters to the broader board on a regular | |
| | | CYBERSECURITY Managing cyber-risk is increasingly critical to governance in today’s interconnected world. UCT has a Chief Information Officer and a Chief Information Security Officer (“CISO”), who report Our senior management and information technology security teams devote considerable time and resources to conducting regular evaluations of our systems and implementing necessary enhancements to our security infrastructure to better guard against evolving cybersecurity threats. Our employees, contractors and directors receive regular information security training and participate in ongoing, mandatory cybersecurity awareness programs. |
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