Clarence Granger
Ultra Clean HoldingsAbout Clarence L. Granger
Clarence L. Granger is Chairman of the Board (since October 2006) and has served as UCTT’s interim Chief Executive Officer since March 4, 2025. He has been a director since 2002 and is 76 years old. Granger holds a B.S. in Industrial Engineering from UC Berkeley and an M.S. in Industrial Engineering from Stanford, and previously served in multiple executive roles at UCTT culminating in 12 years as CEO until his 2015 retirement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ultra Clean Holdings (UCTT) | CEO; COO; EVP Operations | Served 1996–2015; CEO ~2003–2015 (12 years); Chairman since Oct 2006; interim CEO since Mar 4, 2025 | Led growth through multiple cycles; deep operational/industry expertise |
| HMT Technology | Chief Executive Officer | Not disclosed | Prior executive leadership experience |
| Seagate Technology | Executive management roles | Not disclosed | Storage industry operations expertise |
| Xidex | Executive management roles | Not disclosed | Technology operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in UCTT proxy | — | — | No current public company directorships disclosed in biography |
Board Governance
- Role and independence: Chairman; interim CEO; not independent per Nasdaq/SEC rules (all other directors are independent) .
- Board meetings and attendance: Five board meetings in 2024; all directors attended 100% of Board and committee meetings; all incumbents attended 2024 annual meeting .
- Committee memberships: Granger is not listed as a member of the Audit, Compensation & People, or Nominating/ESG committees; committees are fully independent .
- Board leadership: Roles temporarily combined (Chair and interim CEO) after March 4, 2025; Emily Liggett designated Lead Independent Director on April 25, 2025; independent directors meet in executive session at each quarterly board meeting .
- Risk oversight and controls: Audit Committee monitors remediation of previously identified material weaknesses; management remediated 3 material weaknesses by FY2024; remaining remediation roadmap monitored by Audit Committee .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Director cash retainer | $60,000 (member); $70,000 additional for independent Chair; Committee retainers: Audit $12,500 ($35,000 chair), Comp & People $10,000 ($20,000 chair), Nominating/ESG $10,000 ($20,000 chair); no meeting fees; paid quarterly | Since 2024 meeting cycle | Director compensation schedule |
| Annual director equity grant | Restricted stock; ~$160,000 value; 3,647 shares; vest on earlier of day before 2025 meeting or May 22, 2025 | Granted at 2024 annual meeting | Grant mechanics and vesting |
| Granger – FY2024 director pay | Cash fees $130,000; Stock awards $168,382; Total $298,382 | FY2024 | Director compensation table |
| Interim CEO base salary | $810,000 annual, prorated | Offer effective Mar 4, 2025 | Offer letter terms |
| Interim CEO target bonus | 110% of base salary, prorated; under Management Bonus Plan | Offer effective Mar 4, 2025 | Offer letter terms |
| Interim CEO equity | RSUs valued at $900,000; vest on last day serving as interim CEO | Grant on last Friday of month hired | Offer letter terms |
| Benefits (interim CEO) | Company pays Medicare monthly cost for Granger and spouse; not eligible for 401(k) | Offer effective Mar 4, 2025 | Offer letter terms |
Performance Compensation
| Program/Metric | Structure | Details |
|---|---|---|
| Management Bonus Plan (executives) | 85% corporate metrics, 15% individual; corporate portion paid semi-annually (quarterly KPIs) and annually; individual paid annually | Corporate KPIs include quality/delivery (customer scorecards), revenue vs operating plan, operating margin, free cash flow, strategic programs, human capital goals, audit/compliance; annual payout mechanics defined by Compensation & People Committee |
| PSU design (long-term incentive for NEOs) | 3-year performance period; primary metric: relative GAAP revenue growth vs Performance Peer Group; modifiers: relative TSR ±25% and operating EBITDA margin vs plan ±25% (not multiplicative); payout 0–200% | Revenue payout schedule: <30th percentile=0%, 30th=50%, 50th=100%, ≥80th=200%; TSR and margin modifiers applied per schedules |
| Director equity | Time-based restricted stock | Annual director grants vest on near-term schedule; not performance-based |
Other Directorships & Interlocks
| Company | Role | Committee roles | Potential interlock/conflict |
|---|---|---|---|
| None disclosed in proxy biography | — | — | None disclosed |
Expertise & Qualifications
- Former CEO with extensive knowledge of UCTT operations, strategy, and the semiconductor capital equipment ecosystem; global relationships across customers, industry, and government .
- Education: B.S. Industrial Engineering (UC Berkeley); M.S. Industrial Engineering (Stanford) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| Clarence L. Granger | 95,781 | <1% | Includes 3,647 restricted stock awards vesting by May 22, 2025 |
Insider transactions (Form 4)
| Transaction Date | Type | Shares | Price | Post-transaction Ownership | Source |
|---|---|---|---|---|---|
| 2024-05-09 | Sale (S) | 5,000 | 43.4951 | 92,134 | |
| 2024-05-22 | Award (A) | 3,647 | 0.00 | 95,781 | |
| 2025-03-07 | Purchase (P, indirect) | 1,000 | 25.15 | 1,000 | |
| 2025-03-28 | Award (A) | 27,776 | 0.00 | 123,557 | |
| 2025-05-21 | Award (A) | 8,198 | 0.00 | 131,755 | |
| 2025-09-12 | Tax withholding (F, in-kind) | 9,938 | 25.23 | 121,817 |
Ownership alignment policies
- Director stock ownership guideline: ≥3x annual cash compensation; three years to comply; all directors in compliance .
- Hedging/pledging prohibitions: Insider Trading Policy prohibits hedging, puts/calls, and pledging of company securities by directors/executives .
Governance Assessment
- Strengths: Experienced former CEO deeply familiar with UCTT; strong attendance (100% in 2024); independent committees; Lead Independent Director designated; regular executive sessions; clawback policy adopted October 19, 2023 under Exchange Act Section 10D and Nasdaq 5608; no related party transactions >$120,000 in FY2024; 2024 say‑on‑pay approval 92% of votes cast .
- Risks/RED FLAGS: Temporary combination of Chair and CEO roles reduces independent oversight (mitigated via Lead Independent Director appointment and fully independent committees) . Ongoing internal control remediation indicates elevated control risk; Audit Committee oversight in place . Granger’s independence status changed to non‑independent due to interim CEO role .
- Shareholder signals: 2025 annual meeting voting shows Granger received strong support (37.34M for; 0.42M against), and say‑on‑pay passed (28.13M for; 8.70M against; 1.10M abstain) .
Policy and peer benchmarking context:
- Compensation consulting transitioned from Semler Brossy to FW Cook in Oct 2024; committees assessed consultant independence and found no conflicts .
- Compensation Peer Group and Performance Peer Group frameworks disclosed to align pay-for-performance through PSUs with relative revenue/TSR and margin targets .
Overall, Granger’s deep operating experience and historical stewardship support board effectiveness, but the interim CEO appointment and combined roles warrant continued attention to independent oversight and internal control remediation progress to sustain investor confidence .