8-K - UCTT - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2025

UCT Logo.jpg

Ultra Clean Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-50646	61-1430858
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
26462 Corporate Avenue
Hayward, California		94545
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: 510 576-4400
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N/A
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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	UCTT	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2025, Ultra Clean Holdings, Inc. (the “Company”) announced that Jinsong (“James”) Xiao will become the Company’s next Chief Executive Officer, effective September 2, 2025, and Clarence L. Granger, who has been serving as the Company’s Chief Executive Officer since March 4, 2025, will be stepping down as of the effective date of Mr. Xiao’s appointment, but will remain as non-executive Chairperson of the Board of Directors. Mr. Xiao will also join the Company’s Board of Directors, effective as of the first day of his employment with the Company.

Mr. Xiao, age 55, most recently served as Corporate Vice President and General Manager of Applied Materials, Inc., leading the Semiconductor Dielectric ALD Product Group and Metal Deposition Products (MDP)/ALD BU operations from August 2023 to present. Prior to this most recent position, Mr. Xiao served in various executive capacities since joining Applied Materials in June 2006, including as Corporate Vice President and General Manager of Core Product Group within the Display & Flexible Technology (DFT) division from April 2023 to July 2023, Corporate Vice President and General Manager of Display Thin Film Group from February 2017 to April 2023, Vice President and General Manager of Display CVD & Equipment Product Group (EPG) Division from May 2015 to February 2017, and Managing Director/Vice President and General Manager of Display CVD Products Division from February 2013 to May 2015. The Company’s Board of Directors believes that Mr. Xiao brings deep industry expertise and technology background to the Board of Directors, to lead the Company’s overall strategy and goals.

Pursuant to the offer letter filed as Exhibit 10.1 hereto, the Company has agreed to pay Mr. Xiao an annual base salary of $710,000, with an annual target bonus equal to 105% of his base salary, a one-time sign-on bonus in the amount of $600,000, and an initial equity grant consisting of: (i) one-time sign-on grant of restricted stock units of the Company (“RSUs”) valued at $2,000,000; and (ii) 2025 annual equity grant valued at $3,000,000 (which value will be prorated based on Mr. Xiao’s actual start date), consisting of 45% RSUs and 55% performance stock units (“PSUs”). All equity grants are subject to the terms and conditions of the Company’s Amended and Restated Stock Incentive Plan. All RSUs will vest over a three (3) year period, with equal parts vesting on each anniversary of Mr. Xiao’s start date. All PSUs will vest at the end of a 3-year performance period, in accordance with the vesting criterion set forth in the Company’s PSU award program established by the Board of Directors.

Mr. Xiao will be entitled to severance benefits under the Company’s current policy for Severance Benefits for Executive Officers (the “Severance Policy”) and the offer letter, and has entered into a Change in Control Severance Agreement with the Company, effective September 2, 2025. Under the Severance Policy and Mr. Xiao’s offer letter, if Mr. Xiao is terminated without cause prior to a change in control (or resigns for good reason) and he signs a release of claims, he is entitled to receive (i) 150% of his then-current base salary, (ii) 150% of his annual bonus (based on the average annual cash bonus over the prior three years), (iii) 18 months of COBRA premiums and (iv) accelerated vesting of equity awards that would vest within 18 months. Under his Change in Control Severance Agreement, if a termination of employment occurs 3 months prior to or within 12 months after a change in control (including a resignation for good reason), Mr. Xiao’s severance benefits would be increased to 24 months of salary, bonus and COBRA premiums and all of his equity awards would become vested. In connection with Mr. Xiao’s employment, we expect that Mr. Xiao will enter into the Company’s standard Indemnification Agreement.

On August 6, 2025, the Company also announced that Christopher S. Cook, the Company’s President of the Products Division, will be promoted to the role of Chief Business Officer, effective immediately. Mr. Cook will oversee the growth, financial performance, and strategic initiatives of all business divisions in this new role.

Mr. Cook has served as President of the Products Division since April 2022. The Board of Directors believes that Mr. Cook’s proven leadership of the Products Division and deep understanding of the Company’s business model position him to effectively drive business development and cross-divisional collaborations across all businesses.

Pursuant to the promotion letter filed as Exhibit 10.2 hereto, Mr. Cook’s salary shall be adjusted to $595,000 per year, and his target payout under the Company’s management bonus plan will be 85% of his adjusted base salary on an annualized basis. Mr. Cook will also receive a one-time equity award in the form of restricted stock units of the Company valued at $1,700,000, which will vest over three years in three equal annual installments on each anniversary of the grant date and shall otherwise be subject to the terms and conditions set forth in the Company’s standard form of restricted stock unit agreement and stock incentive plan.

Mr. Cook will be entitled to severance benefits under the Company’s Severance Policy, and has entered into a Change in Control Severance Agreement with the Company. Under the Severance Policy, which the Compensation and People Committee of the Company’s Board of Directors modified on August 4, 2025 to align the severance benefits for the Chief Business Officer with those provided to the Chief Financial Officer and Chief Operating Officer, if Mr. Cook is terminated without cause prior to a change in control and he signs a release of claims, he is entitled to receive (i) 100% of his then-current base salary, (ii) 100% of his annual bonus (based on the average annual cash bonus over the prior three years), (iii) 12 months of COBRA premiums and (iv) accelerated vesting of equity awards that would vest within 12 months. Under his Change in Control Severance Agreement, if a termination of employment occurs within 12 months after a change in control (including a resignation for good reason), Mr. Cook’s severance benefits would be increased to 150% of the sum of his then-current base salary and annual cash bonus as determined by the Company over the prior three years, 24 months of COBRA premiums and accelerated vesting of all of his unvested and outstanding equity awards.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Exhibit Description
10.1*	Offer Lettera25-08x03ceoofferletterfin.htmbetween the Company and James Xiao
10.2*	Promotion Lettera25-08x04cboofferletterfin.htmbetween the Company and Christopher S. Cook
99.1	Press Release dated August 6 , 2025 ,pressrelease-ceo.htmannou n c i ng the appointmen t of James Xiao as Chief Executive Officerpressrelease-ceo.htmof th e Company
99.2	Press Release dated August 6, 2025, announcing the appointment of Chris Cook as Chief Business Officer of the Company
*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			ULTRA CLEAN HOLDINGS, INC.
Date:	August 6, 2025	By:	/s/ Paul Y. Cho
			Name: Paul Y. Cho<br>Title: General Counsel and Corporate Secretary

Document

Exhibit 10.1

August 3, 2025

Dear James:

On behalf of the Board of the Directors of Ultra Clean Holdings, Inc. (the “Company”, such Board of Directors, the “Board”), I am pleased to extend to you an offer to join the Company as Chief Executive Officer, reporting directly to the Board.

You will also be appointed to the Board as a director, effective as of the start date of your employment as the Chief Executive Officer of the Company, with an initial term expiring on the date of the Company’s 2026 annual meeting of stockholders, or until your earlier death, resignation or removal in accordance with the Company’s bylaws.

Your start date will be determined upon your acceptance of this offer, which we anticipate will be on or about September 2, 2025. This position will be at our corporate offices located in Hayward, California. We are pleased to offer you a highly competitive compensation package that reflects the significant responsibilities of this role, and our commitment to attracting exceptional leadership talent. The Company is aware that you are engaged in those activities listed on Exhibit A hereto and expressly approves your continued participation in those activities during your employment hereunder.

Base Salary. Your annual base salary will be $710,000, payable bi-weekly in accordance with the Company’s regular payroll practices, and in accordance with applicable state and federal laws.

Management Bonus. You will be eligible for the management bonus plan, which includes an initial target payout of 105% of your base salary on an annualized basis. The payout amount will be based upon performance metrics established by the Compensation and People Committee of the Board (“Compensation Committee”). For your first year of employment, your bonus will be prorated based on your actual start date.

Sign-On Bonus. You will receive a one-time sign-on cash bonus in the amount of $600,000. If your employment with the Company terminates as a result of your termination for Cause or as a result of your resignation without Good Reason within the first 12 months of employment, you agree to repay 100% of the sign-on bonus amount. Any required repayment must be made within 30 days following your termination date. The Company may offset any repayment obligation against amounts otherwise owed to you, including final wages or severance payments.

Equity Compensation. You will receive an initial equity grant consisting of: (i) one-time sign-on grant of restricted stock units of the Company (“RSUs”) valued at $2,000,000; and (ii) 2025 annual equity grant valued at $3,000,000, consisting of 45% RSUs and 55% performance stock units (“PSUs), which will be prorated based on your actual start date. All equity grants are subject to the terms and conditions set forth in our Amended and Restated Stock Incentive Plan. All RSUs will vest over a three (3) year period, with equal parts vesting on each anniversary of your start date. All PSUs will vest at the end of a 3-year

performance period, in accordance with the vesting criterion set forth in the Company’s PSU award program established by the Compensation Committee.

Severance Benefits. In the event your employment is terminated by the Company without Cause or by you for Good Reason, then, subject to your compliance with the terms and conditions set forth in the Company’s policy on Severance Benefits for Executive Officers, as amended through the date hereof (the “Severance Policy”, attached hereto), you will be entitled to the severance benefits as set forth in the Severance Policy.

Change in Control Severance. You and the Company will enter into a Change in Control Severance Agreement (the “CIC Severance Agreement”) in the form attached hereto.

Cause and Good Reason. For the purposes of the Severance Policy and CIC Severance Agreement, the following definitions of “Cause” and “Good Reason” shall apply:

“Cause” means: (A) you are convicted of, or plead guilty or no contest to, (i) a felony or (ii) a misdemeanor involving moral turpitude; (B) you engage in any act of fraud or material dishonesty in connection with your employment; (C) you materially breach any written agreement with the Company; (D) you commit any material violation of a written Company policy that has been provided to you; or (E) you willfully fail, refuse or neglect to perform the services reasonably required of your position at the Company; provided, however, that notwithstanding the foregoing, with respect to clauses (C), (D) and (E) above, unless the condition is incapable of remedy by its nature or otherwise, your termination will not be for Cause unless the Company (x) notifies you in writing of the existence of the condition which the Company believes constitutes Cause within 60 days of the Company becoming aware of the existence of such condition (which notice specifically identifies such condition), (y) gives you at least 10 days following the date on which you receive such notice (and prior to termination) in which to remedy the condition, and (z) if you do not remedy such condition within such period, actually terminates your employment within 15 days after the expiration of such remedy period (and before you remedy such condition).

“Good Reason” means: (A) a reduction of your then-existing annual base salary (other than in connection with an action affecting a majority of the executive officers of the Company not to exceed 25%); (B) relocation of the principal place of your employment to a location that is more than 50 miles from the principal place of your employment immediately prior to the date of such change; or (C) a material reduction in the your authority, duties or responsibilities; provided, however, that notwithstanding the foregoing, your termination will not be for Good Reason unless you (x) notify the Company in writing of the existence of the condition which you believe constitutes Good Reason within 60 days of the initial existence of such condition (which notice specifically identifies such condition), (y) gives the Company at least 10 days following the date on which the Company receives such notice (and prior to termination) in which to remedy the condition, and (z) if the Company does not remedy such condition within such period, actually

terminate employment within 15 days after the expiration of such remedy period (and before the Company remedies such condition).

Other Benefits. As a regular, full-time employee working at least twenty hours per week, you will be eligible to participate in our group healthcare plans (including medical, dental, vision, flexible spending accounts, life, and short- & long-term disability plans) starting the first of the month following your date of hire. Effective immediately, you will be eligible to elect participation in our 401(k) Savings Plan, with an employer match commencing after 6-months of employment. You will also be eligible to elect participation in our Non-Qualified Deferred Compensation Plan as well as our Employee Stock Purchase Plan (“ESPP”) (the ESPP enrollment window occurs twice annually).

Your compensation as the Company’s Chief Executive Officer will be reviewed annually and on an interim basis from time-to-time by the Compensation Committee, and any changes to your compensation will be recommended to the Board by the Compensation Committee. Your compensation will next be reviewed by the Compensation Committee in April 2026 and appropriate adjustments will be made at that time.

Your employment will be “at will”, meaning either you or the Company may terminate the employment relationship at any time, with or without cause, and with or without notice. The same policies and procedures applicable to all employees of the Company will also apply to you.

Enclosed is a copy of our Non-Disclosure and Confidentiality Agreement (“Confidentiality Agreement”) for your review and signature. Employees of the Company work with and/or develop information for the Company’s benefit that is considered confidential in nature. All employees must agree not to use or disclose any such confidential information for the benefit of anyone or any entity other than the Company. By signing this Confidentiality Agreement, you agree to keep confidential any and all information about the Company.

Although we do not anticipate that any disputes will arise concerning your employment, the Company wishes to resolve any dispute that might arise in a fair and efficient manner. With this in mind, the Company requires employees to resolve any disputes that may arise with the Company through binding arbitration pursuant to the rules of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) and the arbitrator shall be selected from a list of neutral arbitrators provided by JAMS in accordance with its rules. Arbitration shall be the exclusive means through which you or the Company may seek relief in connection with a dispute, except that either party may seek interim equitable relief from a court in connection with a dispute concerning unfair competition or misappropriation of trade secrets.

This offer of employment is contingent upon your ability to present proof of your eligibility to work in the United States within 3 working days of your first day of work. This offer of employment is also contingent upon your successful completion of a pre-employment background screening and pre-employment drug test.

Please sign and date this offer of employment and return a copy to me no later than August 4, 2025, together with the signed original of the CIC Severance Agreement and the Confidentiality Agreement.

Please feel free to contact me at (510) 576-4600 or via email at cgranger@uct.com with any questions you may have. We are extremely excited about having you join the Company, and each and every one of us is looking forward to working with you.

Sincerely,

/s/ Clarence Granger
Clarence Granger
Chairperson of the Board of Directors and duly authorized signatory

ACCEPTANCE

I accept the terms of employment set forth in this letter.

Signature:	/s/ James Xiao	Date:	August 4, 2025
	James Xiao

EXHIBIT A

Approved Outside Activities

Member, Board of Directors, Kateeva, Inc.

Document

Exhibit 10.2

August 4, 2025

Dear Chris:

Ultra Clean Holdings, Inc. or any one of its subsidiaries (collectively, “UCT” or the “Company”), is pleased to offer you a promotion to the position of Chief Business Officer, effective August 7, 2025 (the “Effective Date”), reporting directly to the Chief Executive Officer. This position will be located in our Hayward, CA office. This promotion recognizes your outstanding contributions to the Company and our confidence in your ability to drive our business strategy and growth initiatives. As the Chief Business Officer, you will be responsible for overseeing all of the Company’s businesses, including both the Products Division and the Services Division.

Should you accept this offer, the following are the terms and conditions:

Base Salary. As of the Effective Date, your annual base salary will be adjusted to $595,000.00 USD payable in accordance with UCT’s regular payroll practices and in accordance with all applicable state and federal laws. This salary adjustment will apply on a going-forward basis, and will be subject to the Board of Directors’ annual compensation review and approval process.

Management Bonus. You will continue to participate in the UCT Management Bonus Plan, and will be eligible for a prorated annual performance bonus for 2025 based on your time as the Chief Business Officer, with a target of 85% of your adjusted base salary. UCT’s Management Bonus plan will remain discretionary and subject to change based on such terms and conditions as may be established by the Company’s officers and Board of Directors.

Promotion Equity Grant. You will receive a one-time promotion equity grant in the form of restricted stock units of the Company (“RSUs”) valued at $1,700,000 USD. Subject to the terms and conditions of our Amended and Restated Stock Incentive Plan, the RSUs will vest over a three (3) year period, with equal parts vesting on each anniversary of the date of grant.

Annual Equity Compensation. Any award of annual equity compensation will continue to be at the discretion the Board of Directors. The value and structure of any annual equity compensation for the role of Chief Business Officer will be commensurate with the roles of the Chief Financial Officer and the Chief Operating Officer of the Company.

Severance Benefits. In the event your employment is terminated by the Company without Cause, then, subject to your compliance with the terms and conditions set forth in the Company’s policy on Severance Benefits for Executive Officers, as amended through the date hereof (the “Severance Policy”, attached hereto), you will be entitled to the severance benefits as set forth in the Severance Policy.

Change in Control Severance. You and the Company will enter into a Change in Control Severance Agreement in the form attached hereto.

Benefits. You will continue to be eligible to participate in our benefits program in accordance with Company policies.

At-Will Employment. Your employment with UCT will remain at-will, and may be terminated by either you and the Company at any time, with or without cause or notice.

Existing Employment Terms. Except as specifically modified herein, all terms and conditions of your existing employment with the Company shall remain in full force and effect, including but not limited to confidentiality obligations, intellectual property assignments, and any restrictive covenants.

Please sign and date this offer letter and return a copy to me no later than August 5, 2025. If you have any questions, please feel free to contact me at (510) 576-4600. We are excited about your continued leadership and look forward to your contributions in this expanded capacity.

Sincerely,

/s/ Clarence Granger
Clarence Granger
Chairperson of the Board of Directors and duly authorized signatory, Ultra Clean Holdings, Inc.

By my signature below, I certify that I agree with the aforementioned terms outlined.

/s/ Christopher S. Cook	August 5, 2025
Christopher S. Cook	Date

Document

Exhibit 99.1

Press Release	Source: Ultra Clean Holdings, Inc.

Ultra Clean Names James Xiao as Chief Executive Officer

HAYWARD, CA., August 6, 2025 -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), announced today that its Board of Directors has appointed James Xiao as Chief Executive Officer of UCT effective September 2, 2025.

“We are very excited to have Mr. Xiao join UCT at this pivotal time, bringing deep industry expertise, a strong strategic mindset, and a track record of leading high-performance teams through growth and transformation,” said Clarence Granger, Chairman of UCT. “James is an accomplished technology executive in the semiconductor capital equipment industry known for driving multi‑billion‑dollar expansion initiatives and will be responsible for driving UCT’s continued growth.”

Mr. Xiao is a proven technology leader with a successful track record of unlocking value through cutting‑edge technologies, market expansion, and operational excellence. With over two decades of experience in the semiconductor, solar, and display industries, James has led multi‑billion‑dollar business units at Applied Materials, delivering impressive annual growth. He is recognized for transforming complex global operations into high‑performing, revenue‑generating businesses and for delivering measurable margin improvements through strategic change initiatives. James holds a B.S. in Applied Physics from Dalian University of Technology and an MBA from Indiana University’s Kelley School of Business, along with executive leadership training at Stanford University.

About Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services primarily for the semiconductor industry. Under its Products division, UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping, and high-precision manufacturing. Under its Services Division, UCT offers its customers tool chamber parts cleaning and coating, as well as micro-contamination analytical services. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.

Contact:

Rhonda Bennetto

SVP Investor Relations

rbennetto@uct.com

Document

Exhibit 99.2

Press Release	Source: Ultra Clean Holdings, Inc.

Ultra Clean Names Chris Cook as Chief Business Officer

HAYWARD, CA., August 6, 2025 -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), announced today that its Board of Directors has appointed Chris Cook as Chief Business Officer of UCT effective immediately.

“As President of UCT’s Products Division, Chris has successfully grown our product portfolio, expanded our vertical content, deepened our customer relationships and enhanced our manufacturing leadership position across key markets,” said Clarence Granger, Chairman of UCT. “In his new role as Chief Business Officer, Chris will also spearhead UCT’s commercial strategy, forging deeper strategic partnerships with customers, identifying new market opportunities, and accelerating growth through an optimized portfolio of innovative products and services, accelerating our advancement in the global semiconductor market. In his new role, Chris will continue to report to the CEO.”

Mr. Cook joined UCT as President, Products Division in April 2022. Chris’s track record includes 28 years of successful leadership and general management with semiconductor and electronic systems companies, including Renesas Technologies, Infineon Technologies, Flex, and Cypress Semiconductor. Mr. Cook specializes in driving profitable growth by developing valuable technologies and products, optimizing global operations, and solving tough problems in ways that build lasting trust with customers. In addition, he has led numerous strategic initiatives to scale and improve customer experience, employee engagement, and financial performance via the digital transformation of processes and services. Mr. Cook holds a B.S. in Electrical Engineering and Technology from Purdue University and completed the Program for Leadership Development at Harvard Business School.

About Ultra Clean Holdings, Inc.

Contact:

Rhonda Bennetto

SVP Investor Relations

rbennetto@uct.com