Chris Cook
Ultra Clean HoldingsAbout Chris Cook
Chris Cook is Ultra Clean Holdings’ Chief Business Officer (appointed August 6–7, 2025) after serving as President, Products Division since April 2022; he is 56 years old and a Section 16 officer at UCTT . He brings 28 years of leadership experience across Renesas Technologies, Infineon Technologies, Flex, and Cypress Semiconductor, with a B.S. in Electrical Engineering and Technology from Purdue University and executive education via Harvard Business School’s Program for Leadership Development . UCT delivered 2024 revenue of $2.1B (+20.9% YoY), non‑GAAP operating margin of 6.9% (vs. 4.9% in 2023), and non‑GAAP EPS of $1.44 (vs. $0.56 in 2023), metrics tied to Cook’s incentive framework and highlighting execution momentum; PSUs granted in 2022 (measuring 2022–2024) vested at 0%, underscoring rigorous long‑term targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ultra Clean Holdings (UCTT) | President, Products Division | Apr 2022 – Aug 2025 | Grew product portfolio, expanded vertical content, deepened customer relationships, enhanced manufacturing leadership; positioned for cross‑divisional growth . |
| Ultra Clean Holdings (UCTT) | Chief Business Officer | Aug 2025 – Present | Oversees growth, financial performance, and strategic initiatives across Products and Services divisions; salary and incentive terms adjusted to senior executive benchmarks . |
External Roles
- Prior employers: Renesas Technologies, Infineon Technologies, Flex, Cypress Semiconductor; cumulative 28 years of leadership and general management (specific role titles/tenures not disclosed) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary – paid ($) | $343,385 | $484,615 | $514,615 |
| Base Salary – approved ($) | — | $500,000 | $520,000 |
| Target Bonus (% of base) | — | 60% | 60% |
| Cash Incentive – actual ($) | $275,742 | $281,626 | $333,373 |
| All Other Compensation ($) | $1,058 | $2,075 | $2,096 (insurance premiums) |
- 2025 transition: Effective Aug 7, 2025, base salary increased to $595,000 and target bonus to 85% of base; one‑time RSU award valued at $1,700,000 vesting in three equal annual installments .
Performance Compensation
Annual Cash Incentive (Management Bonus Plan) – FY 2024
| Component | 1H 2024 ($) | 2H 2024 ($) | Annual ($) | Total ($) | Target ($) | Achievement (%) |
|---|---|---|---|---|---|---|
| Christopher S. Cook | $114,468 | $68,433 | $150,472 | $333,373 | $309,000 | 107.9% (2024), 95.8% (2023) |
- Plan design: 85% of bonus tied to corporate financial/operational goals (semi‑annual and annual), 15% to individual goals; payout from 0–200% of target for corporate components and 0–100% for individual goals; cap at 185% without committee approval .
Long‑Term Incentive (LTI) – April 26, 2024 Grants (Target mix and counts)
| Grant Type | Shares | Grant Value ($) | Vesting |
|---|---|---|---|
| Time‑based RSUs | 15,560 | Included in $900,000 total target equity | 3 equal annual installments “on or around” each anniversary of grant date |
| Performance‑based PSUs | 5,186 (target) | Included in $900,000 total target equity | Earned 0–200% at 3‑yr cycle end (FY2024–FY2026) per metrics below |
- 2024 NEO mix: For Mr. Cook, PSUs were 25% of LTI; RSUs 75% (NEO mix summary) .
- 2022 PSU cycle (FY2022–FY2024) outcome: Vested at 0% (pre‑determined criteria) .
PSU Performance Framework (FY2024–FY2026)
| Metric | Target / Scale | Payout |
|---|---|---|
| Relative Revenue Growth vs Performance Peer Group | Below 30th percentile → 0%; 30th → 50%; 50th → 100%; 80th+ → 200% (linear between points) | 0–200% |
| Absolute Operating EBITDA Margin Modifier | Avg > +200 bps improvement → +25%; within ±200 bps → 0%; worse than −200 bps → −25% (not multiplicative) | ±25% |
| Relative TSR Modifier (incl. UCT) | Top third rank (1–7) → +25%; middle third (8–15) → 0%; bottom third (16–22) → −25% (not linearly interpolated) | ±25% |
Performance Peer Group (for relative metrics)
Advanced Energy Industries (AEIS), FormFactor (FORM), Ichor (ICHR), Kulicke & Soffa (KLIC), MKS Instruments (MKSI), Photronics (PLAB), plus AMKR, AMAT, ASM, ACLS, Comet (COTN), ENTG, KLA (KLAC), Lam (LRCX), NVMI, ONTO, PDFS, TER, VAT Group (VACN), VECO .
Equity Ownership & Alignment
Beneficial Ownership (as of March 1, 2025)
| Holder | Shares | % of Outstanding |
|---|---|---|
| Christopher S. Cook | 18,533 | <1% (based on 45,144,322 shares) |
Outstanding and Unvested Equity (as of Dec 27, 2024; closing price $36.53)
| Grant Date | Type | Unvested/Unearned (#) | Market Value ($) | Vesting Details |
|---|---|---|---|---|
| 4/29/2022 | RSUs | 7,127 | $260,349 | Vests on Apr 29, 2025 |
| 4/28/2023 | RSUs | 12,441 | $454,470 | Vests 50% on Apr 30, 2025; 50% on Apr 30, 2026 |
| 4/28/2023 | PSUs | 6,220 (target unearned) | $227,217 | Earns based on 3‑yr performance (2023–2025) |
| 4/26/2024 | RSUs | 15,560 | $568,407 | Vests in 3 equal annual installments “on or around” grant anniversary |
| 4/26/2024 | PSUs | 5,186 (target unearned) | $189,445 | Earns based on 3‑yr performance (2024–2026) |
- 2024 stock awards vested (realized value): 14,252 shares; $596,161 value realized .
- Ownership policies: Section 16 officers must hold common stock with value at least equal to base salary; compliance currently reported; hedging and pledging by directors and executive officers are prohibited per Insider Trading Policy .
- Stock ownership guidelines for CEO (3x base salary) and directors (3x annual cash compensation) noted; Section 16 officers guideline adopted October 2023 (1x base salary) .
Employment Terms
Severance – Termination Without Cause (as of Dec 27, 2024; Severance Policy)
| Component | Amount (Cook) |
|---|---|
| Salary multiple | 75% of then‑current salary |
| Cash incentive multiple | 50% of average annual cash bonus over prior 3 years |
| COBRA health benefits | 9 months (estimated $26,301) |
| Accelerated vesting | Immediate vesting of unvested awards scheduled to vest within 9 months; value $677,010 |
| Illustrative total components (table) | Salary $390,000; Cash Incentive $148,457; Health Benefits $26,301; Accelerated Vesting $677,010 |
Change‑in‑Control (CIC) Severance – Illustrative (termination on Dec 27, 2024)
| Component | Amount (Cook) |
|---|---|
| Salary multiple | 75% of then‑current salary (general “other NEO” framework); table shows $390,000 |
| Cash incentive multiple | As disclosed in CIC table: $222,685 |
| COBRA health benefits | 24 months (estimated $26,301) |
| Accelerated vesting | 100% of unvested outstanding equity awards; value $1,699,887 |
- “Good reason” includes >10% salary reduction (not broadly applied), relocation >50 miles, or material reduction in duties post‑CIC; “Cause” includes criminal conviction, fraud, agreement breach, material policy violation, or failure to perform (with cure, where applicable) .
Post‑Promotion (Aug 2025) Adjusted Terms for Cook (Chief Business Officer)
- Base salary: $595,000; target bonus: 85% of base; prorated for 2025 .
- One‑time RSU: $1,700,000, vesting over 3 years in equal annual installments .
- Severance (no CIC): 100% of then‑current base salary + 100% of average annual bonus over prior 3 years; 12 months COBRA; accelerated vesting of equity awards scheduled to vest within 12 months .
- CIC severance: 150% of sum of then‑current base salary and average annual bonus over prior 3 years; 24 months COBRA; accelerated vesting of all unvested outstanding equity awards .
- At‑will employment; existing restrictive covenant, confidentiality, and IP assignment terms remain in effect .
Clawback and Other Plans
- Compensation Recoupment Policy (SEC/NYSE/Nasdaq compliant) effective Oct 19, 2023; recover excess incentive‑based compensation after material restatements within prior 3 fiscal years .
- Non‑qualified Deferred Compensation Plan available (no company match); 401(k) with limited employer matching; executive perquisites limited (e.g., annual physicals) .
Investment Implications
- Pay‑for‑performance alignment is robust: cash incentives calibrated to corporate metrics and PSUs tied to relative revenue growth with EBITDA margin and TSR modifiers; 2022 PSU payout at 0% evidences rigorous long‑term hurdles, reducing pay inflation risk .
- Retention risk appears moderate‑to‑low post‑promotion: enhanced severance and CIC protections (aligned with CFO/COO) plus substantial time‑based RSUs create retention hooks; however, performance‑linked equity remains a meaningful portion of LTI, preserving alignment .
- Insider selling pressure: multiple vesting events near April 29–30, 2025 and April 30, 2026, and annual anniversaries from the Apr 26, 2024 grant could trigger Form 4 activity; 2024 vesting realized $596,161, indicating ongoing liquidity from vesting, though hedging/pledging is prohibited .
- Execution risk: Despite strong FY2024 operating progress (revenue, margin, EPS), failure of the 2022 PSU cycle to vest suggests competitive headwinds versus peers; monitoring PSU performance for 2023–2025 and 2024–2026 cycles is recommended .