David ibnAle
Ultra Clean HoldingsAbout David T. ibnAle
Independent director of Ultra Clean Holdings since 2002 (age 53). Founding and Managing Partner at Advance Venture Partners with 26 years investing in high‑growth technology; previously a Managing Director at TPG Growth and investment professional/Partner at Francisco Partners and Summit Partners. Education: B.A. in Public Policy and M.A. in International Development Policy (Stanford), M.B.A. (Stanford GSB). Qualifies as an audit committee financial expert; key skills in corporate finance, accounting, strategy, M&A, and growth investing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advance Venture Partners | Founding & Managing Partner | Not disclosed | Lead investor in tech growth; governance oversight |
| TPG Growth | Managing Director | Not disclosed | Growth equity leadership |
| Francisco Partners | Investment professional/Partner | Not disclosed | Tech buyout/growth investing |
| Summit Partners | Investment professional | Not disclosed | Growth investing |
External Roles
| Organization | Role | Type | Committees/Impact |
|---|---|---|---|
| Affinity; Alto Solutions; AutoLeap; Morning Consult; Nativo; UrbanSitter | Director (Boards of Directors) | Private companies | Not disclosed |
| San Francisco Foundation | Vice Chair, Board of Trustees; Chair, Investment Committee | Non‑profit | Investment oversight |
| Black Economic Alliance Venture Fund | Board of Directors; Investment Committee | Non‑profit/Impact fund | Investment oversight |
Board Governance
- Independence: Board determined ibnAle is independent under Nasdaq/SEC rules; only the interim CEO/Chair (Granger) is non‑independent .
- Committee assignments: Audit Committee member; Compensation and People Committee member .
- Financial expert designation: Audit Committee concluded each member (including ibnAle) is an “audit committee financial expert” and financially sophisticated .
- Attendance: All directors attended 100% of Board and committee meetings in 2024 .
- Committee activity levels (2024): Audit (5 meetings) ; Compensation & People (7 meetings) .
- Board leadership and independent oversight: Lead Independent Director designated as Emily M. Liggett (April 25, 2025); independent directors meet in executive session each quarterly Board meeting .
- Risk oversight linkage: Audit Committee oversees financial reporting, internal controls and cybersecurity; Compensation & People oversees compensation risk and succession; Nominating/ESG oversees governance and ESG .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $60,000 | Paid quarterly |
| Audit Committee member retainer | $12,500 | Chair receives $35,000; ibnAle is a member |
| Compensation & People Committee member retainer | $10,000 | Chair receives $20,000; ibnAle is a member |
| Total cash fees earned (2024) | $82,500 | Per director compensation table |
| Annual restricted stock award (2024) | 3,647 shares | Granted at 2024 annual meeting; vests on earlier of day before 2025 annual meeting or May 22, 2025 |
| Grant‑date fair value of stock award (2024) | $168,382 | ASC 718; excludes forfeiture estimates |
| Total director compensation (2024) | $250,882 | Cash + stock award fair value |
No meeting fees; cash retainers paid quarterly .
Performance Compensation
| Element | Structure | Metrics/Targets | Outcome |
|---|---|---|---|
| Director equity | Time‑based restricted stock | No performance conditions for non‑employee directors | 3,647 shares vest on earlier of day before 2025 annual meeting or May 22, 2025 |
| Options/PSUs for directors | Not used | — | No options; annual grants are restricted stock |
UCT does not tie director pay to performance metrics; equity awards for non‑employee directors are time‑based restricted stock, not PSUs or options .
Other Directorships & Interlocks
| Company/Entity | Overlap with UCTT ecosystem | Potential conflict noted |
|---|---|---|
| Affinity; Alto Solutions; AutoLeap; Morning Consult; Nativo; UrbanSitter; SF Foundation; Black Economic Alliance Venture Fund | Not disclosed as UCT customers/suppliers | Company reports no related‑party transactions >$120,000 for 2024; policy requires approval of any such transactions |
Expertise & Qualifications
- Finance and strategy: Extensive background in corporate finance, accounting, strategy, M&A, and growth equity; qualifies as a financial expert on the Audit Committee .
- Education: Stanford B.A. (Public Policy), M.A. (International Development Policy), M.B.A. (Stanford GSB) .
- Industry perspective: Governance and investing experience across technology sectors; brings investment discipline to capital allocation and oversight .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 60,543 |
| Shares outstanding (record date) | 45,144,322 |
| Ownership as % of outstanding | ~0.13% (computed from 60,543 / 45,144,322) |
| Included unvested awards | Includes 3,647 restricted stock awards scheduled to vest by the earlier of day before 2025 annual meeting or May 22, 2025 |
| Pledging/Hedging | Prohibited by Insider Trading Policy; applies to directors and executive officers |
| Director stock ownership guideline | ≥3x annual cash compensation; compliance affirmed for all directors |
Governance Assessment
-
Strengths
- Long‑tenured, independent director with deep finance/investing background and audit committee financial expert status; sits on both Audit and Compensation & People Committees, enhancing oversight of financial integrity and pay practices .
- Strong engagement: 100% meeting attendance; independent directors hold executive sessions each quarterly meeting .
- Alignment and safeguards: Meaningful personal stock ownership, time‑based equity, director ownership guidelines (3x cash fees), and prohibitions on hedging/pledging; no related‑party transactions reported for 2024 .
- Compensation governance: Use of independent compensation consultants (Semler Brossy in 2024; FW Cook engaged from Oct 2024); robust clawback policy effective Oct 19, 2023 .
- Shareholder support: 92% say‑on‑pay approval in 2024 indicates broad acceptance of pay practices overseen by the Compensation & People Committee .
-
Watch items
- Tenure since 2002 can raise entrenchment perceptions for some investors despite formal independence; continued demonstration of challenge‑function and refreshment balance is important .
- Internal control remediation: Management remediated three material weaknesses in 2024 with a plan to address remaining items; Audit Committee oversight remains critical until full remediation (cyber and financial controls are explicit oversight areas) .
Insider Trades
| Item | Status |
|---|---|
| Section 16 filings timeliness (2024) | Company believes all directors and officers filed Forms 3/4/5 on a timely basis |
| Form 4 transactions (director‑specific) | Not disclosed in proxy; no related‑party transactions >$120,000 in 2024 |
Compensation Committee Analysis (context for oversight)
- Committee composition: Chair Thomas T. Edman; members David T. ibnAle, Emily M. Liggett, Jacqueline A. Seto — all independent .
- Practices: Annual reviews, pay‑for‑performance philosophy, independent consultants (Semler Brossy → FW Cook), annual risk assessment; explicit clawback policy and ownership guidelines; no hedging/pledging; no option repricing; no single‑trigger CIC benefits .
Overall, ibnAle’s finance expertise and dual committee roles support board effectiveness. No disclosed conflicts or related‑party transactions; ownership and policy posture align with investor confidence, while ongoing internal control remediation underscores continued need for strong audit oversight .