Ultra Clean Holdings, Inc. 8-K

What Happened
On July 8, 2026, Ultra Clean Holdings, Inc. (UCTT) filed an 8‑K announcing that Michael Keogh, age 55, will become the company’s Chief Financial Officer effective August 5, 2026. Mr. Keogh joins after co‑founding BuildQM in March 2025 and advising Frontera Holding since November 2024. His prior roles include CFO of Ford Model e & Ford Integrated Services (Oct 2022–Sept 2024), CFO/COO of Bright Machines (Jul 2021–Jun 2022), finance leadership at Stanley Black & Decker and Apple, and earlier leadership roles at Intel.

Key Details

• Salary and bonus: annual base salary of $595,000 and an annual target bonus equal to 85% of base salary.
• Equity: initial restricted stock unit (RSU) grant valued at $2,000,000; ongoing annual equity grants split 50% RSUs / 50% performance stock units (PSUs). RSUs vest over 3 years (equal annual vesting); PSUs vest at the end of a 3‑year performance period per Board criteria.
• Severance: if terminated without cause (or resigns for good reason) before a change in control and signs a release, he is entitled to 100% of base salary, 100% of annual bonus (average of prior 3 years), 12 months COBRA, and accelerated vesting of awards that would vest within 12 months.
• Change‑in‑control protection: if termination occurs within a window (3 months before to 12 months after a change in control), severance increases to 150% of (base salary + annual bonus averaged over prior 3 years), 24 months COBRA, and accelerated vesting of all unvested awards. Mr. Keogh is expected to sign the standard indemnification agreement.

Why It Matters
This is a material executive change: a new CFO can affect financial strategy, reporting, and investor communications. Mr. Keogh brings experience in automotive, manufacturing and technology finance, IPO readiness, and global finance leadership. The compensation package includes a $2M initial equity grant and meaningful severance/change‑in‑control protections—items investors should note for their potential impact on future dilution and post‑termination payouts. The appointment is effective August 5, 2026 and was disclosed in the company’s July 8, 2026 8‑K.