Emily Liggett
Ultra Clean HoldingsAbout Emily Liggett
Emily M. Liggett (age 69) is an independent director of Ultra Clean Holdings (UCTT) since 2014; on April 25, 2025 she was designated Lead Independent Director. She is Founder and CEO of Liggett Advisors (2017–present) and previously served as CEO at NovaTorque, Apexon, Capstone Turbine, and Elo TouchSystems; earlier, she held sales, marketing, operations, and general management roles at Raychem. She holds a B.S. in Chemical Engineering from Purdue University, an M.S. in Manufacturing Systems, and an M.B.A. from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liggett Advisors | Founder & CEO | 2017–present | Strategy/implementation consulting |
| NovaTorque, Inc. | CEO | Not disclosed | Led technical industrial company |
| Apexon | CEO | Not disclosed | Management of technical business |
| Capstone Turbine | CEO | Not disclosed | Oversight of product/operations |
| Elo TouchSystems | CEO | Not disclosed | Growth and business development |
| Raychem Corporation | GM, Telecommunications Division; prior roles in sales, marketing, operations, general management | Not disclosed | Global operations and partnerships |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Materion Corporation | Director | Current | Not disclosed |
| Kaiser Aluminum | Director | Prior | Not disclosed |
| MTS Systems Corporation | Director | Prior | Not disclosed |
| Immersion Corporation | Director | Prior | Not disclosed |
| Purdue Research Foundation | Board of Directors | Current | ESG oversight expertise cited |
Board Governance
- Independence: The Board determined all directors are independent except the Chairman/Interim CEO (Mr. Granger); Liggett is independent .
- Lead Independent Director: Designated on April 25, 2025; role provides independent oversight while CEO and Chair roles are temporarily combined .
- Attendance: Board met 5 times in 2024; each director attended 100% of Board and committee meetings on which they served .
- Executive sessions: Independent directors meet in executive session during each regularly scheduled quarterly Board meeting .
| Committee | Membership (Emily Liggett) | Chair? | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Compensation and People Committee | Member | No (Chair: Thomas T. Edman) | 7 | Oversees exec/board comp, succession, ESG social oversight |
| Nominating, Environmental, Social & Corporate Governance (NESG) Committee | Member | No (Chair: Jacqueline A. Seto) | 4 | Board composition, independence, governance, ESG oversight |
| Audit Committee | Not a listed member (members: Maddock, Scherer, Edman, ibnAle, Solomon) | N/A | 5 | Financial reporting, auditors, internal controls, cybersecurity oversight |
Fixed Compensation
- Standard director fee schedule (in effect since the 2024 Annual Meeting):
- Board cash retainer: $60,000 (12-months)
- Independent Board Chair fee: +$70,000 (12-months)
- Committee retainers: Audit $12,500 (member) / $35,000 (chair); Compensation & People $10,000 (member) / $20,000 (chair); NESG $10,000 (member) / $20,000 (chair)
- No meeting fees; cash paid quarterly
- Annual stock awards: Each non-employee director received restricted stock valued about $160,000 (3,647 shares) on the date of the 2024 annual meeting; vests on the earlier of the day before the 2025 Annual Meeting or May 22, 2025 .
| Year | Cash Fees ($) | Equity Grant Value ($) | Total ($) |
|---|---|---|---|
| 2024 | 80,000 | 168,382 | 248,382 |
Performance Compensation
- Structure: UCTT does not tie director equity to performance metrics; awards are service-based restricted stock with time-based vesting only .
- 2024 Director Equity Grant Details:
| Grant Type | Shares | Grant Value ($) | Vesting Schedule | Grant Timing |
|---|---|---|---|---|
| Restricted Stock (annual) | 3,647 | 168,382 | Fully vests on the earlier of the day before the 2025 Annual Meeting or May 22, 2025 | On the date of the 2024 annual meeting of stockholders |
Note: Footnotes to ownership confirm 3,647 director restricted stock awards scheduled to vest by the earlier of the day before the 2025 Annual Meeting and May 22, 2025 for directors including Ms. Liggett .
Other Directorships & Interlocks
- Current public board: Materion Corporation .
- Prior public boards: Kaiser Aluminum; MTS Systems Corporation; Immersion Corporation .
- Non-profit/academic: Purdue Research Foundation Board .
- Potential interlocks/conflicts: The proxy discloses no related-person transactions over $120,000 in 2024 and no arrangements related to director selection; no specific supplier/customer overlaps are disclosed for Ms. Liggett .
Expertise & Qualifications
- CEO and senior management experience across technical industrial businesses; strong international perspective (managed worldwide businesses, partnerships, JVs) .
- Strategy, operations, new product development, sales, marketing, and business development expertise for highly technical businesses .
- Board oversight experience in corporate sustainability and ESG best practices and implementation .
- Education: B.S. Chemical Engineering (Purdue); M.S. Manufacturing Systems; M.B.A. (Stanford) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 35,577 | Includes shares issuable within 60 days and director restricted stock scheduled to vest |
| Shares outstanding (basis for % ownership) | 45,144,322 (as of March 1, 2025) | Record date shares outstanding |
| Ownership as % of outstanding | ~0.079% (35,577 / 45,144,322) | Computed from cited values |
| Unvested/soon-to-vest director shares | 3,647 | Vests by earlier of day before 2025 annual meeting or May 22, 2025 |
| Pledging/Hedging | Prohibited for directors; company policy forbids hedging and pledging | All directors comply with ownership guidelines |
| Director ownership guidelines | 3x annual cash compensation; 3-year compliance window; directors currently in compliance | Alignment measure |
Governance Assessment
- Board effectiveness and independence
- Lead Independent Director designation (April 25, 2025) during interim CEO/Chair combination strengthens independent oversight and investor confidence .
- 100% attendance across Board and committees in 2024 indicates high engagement .
- Compensation and alignment
- Balanced director pay structure with cash retainers and time-vested equity; no meeting fees, promoting long-term alignment without incentivizing short-termism .
- Ownership guidelines (3x cash retainer) and prohibition on hedging/pledging support alignment; directors are in compliance .
- Conflicts and related-party exposure
- No related-person transactions in 2024 over $120,000; no arrangements for director selection; reduces conflict risk .
- Shareholder signals
- Say-on-pay (2024) approved with 92% support, indicating shareholder confidence in compensation governance .
- Independent compensation consultants used (Semler Brossy in 2024; FW Cook engaged October 2024), with independence affirmed and no conflicts noted .
RED FLAGS
- Temporary combination of CEO and Chair roles (interim) can be a governance risk; mitigated by Lead Independent Director designation and regular executive sessions of independent directors .
- No pledging/hedging permitted; no related-party transactions disclosed—no alignment or conflict red flags identified for Ms. Liggett in 2024 .
Additional Notes
- Section 16(a) compliance: The company reports all directors and officers filed required Forms 3, 4, 5 on a timely basis for 2024 (no delinquencies), indicating robust compliance practices .