Ernest Maddock

About Ernest E. Maddock

Ernest E. Maddock is an independent director of Ultra Clean Holdings (UCT) and has served on the Board since 2018 (Age: 67). He previously served as CFO at Micron Technology (2015–2018), CFO at Riverbed Technology, and EVP/CFO and senior operations leader at Lam Research, bringing deep financial and operational expertise across the semiconductor ecosystem; he holds a B.S. in Industrial Management (Georgia Tech) and an MBA (Georgia State) . He currently serves on the boards of Avnet, Ouster, and Teradyne, and previously served on Intersil’s board .

Past Roles

External Roles

Board Governance

• Independence and tenure: Independent director; UCT Board has determined all directors other than the interim CEO/Chair (Granger) are independent; Maddock has served since 2018 .
• Committee roles:
  • Audit Committee – Chair (financial expert; committee members all qualify as audit committee financial experts) .
  • Nominating, Environmental, Social and Corporate Governance (NESG) Committee – Member .
  • Not a member of the Compensation & People Committee (mitigates conflicts in executive pay/peer group decisions) .
• Attendance and engagement: 100% attendance of Board and committee meetings in 2024; Board met 5 times (Audit Committee met 5 times; NESG met 4 times) .
• Executive sessions: Independent directors meet in executive session during each regularly scheduled quarterly Board meeting .
• Leadership structure: Emily M. Liggett designated Lead Independent Director on April 25, 2025, while the Chair/Interim CEO roles are temporarily combined .
• Risk oversight: As Audit Chair, Maddock oversees financial reporting/internal controls and cybersecurity risk within the Audit Committee’s remit .

Fixed Compensation

• Program structure (since the 2024 annual meeting):
  • Cash retainer: $60,000 (Board member); additional $70,000 for independent Board Chair (not applicable to Maddock) .
  • Committee retainers: Audit $12,500 (member) or $35,000 (chair); Compensation & People $10,000 (member) or $20,000 (chair); NESG $10,000 (member) or $20,000 (chair) .
  • No per‑meeting fees; paid quarterly .

Director compensation for fiscal 2024:

Notes:

• Each non‑employee director received an annual restricted stock award at the 2024 annual meeting valued at approximately $160,000, equating to 3,647 shares, vesting on the earlier of the day before the 2025 Annual Meeting or May 22, 2025 .

Performance Compensation

• Non‑employee director equity is time‑based (restricted stock); no performance options/PSUs disclosed for directors, and no meeting fees .

Other Directorships & Interlocks

• Current public boards: Avnet, Ouster, Teradyne .
• Potential interlock signal to monitor: Teradyne is included in UCT’s PSU “Performance Peer Group” used for relative revenue growth/TSR metrics for executives, but Maddock is not on UCT’s Compensation & People Committee that oversees incentive design and peer selection, which reduces direct conflict risk .

Expertise & Qualifications

• Qualifications highlighted by UCT: Practical and strategic insight into complex financial reporting, significant operational expertise, and knowledge of critical drivers across the semiconductor ecosystem .
• Audit Committee financial expert: The Board concluded each Audit Committee member qualifies as an audit committee financial expert and has Nasdaq “financial sophistication” (as Audit Chair, Maddock qualifies) .
• Education: B.S. Industrial Management (Georgia Tech); MBA (Georgia State University) .

Equity Ownership

Ownership alignment policies:

• Director stock ownership guideline: ≥3x annual cash compensation; compliance required within 3 years; “All of our Directors are currently in compliance” .
• Hedging/pledging: Prohibited by insider trading policy; pledging by directors/officers prohibited .

Section 16 compliance:

• UCT states all directors and officers filed timely Section 16 reports for 2024 (no delinquencies) .

Governance Assessment

• Strengths

  • Audit Chair with CFO/operations background across major semiconductor ecosystem companies; recognized as audit committee financial expert .
  • Independence, plus 100% meeting attendance in 2024; strong engagement signal .
  • Clear remuneration structure for directors with majority in equity; robust director ownership guideline (3x retainer) and anti‑hedging/pledging safeguards; directors in compliance .
  • No related‑party transactions >$120,000 in 2024; no loans or family relationships disclosed .
  • Board uses executive sessions quarterly; Lead Independent Director established to offset temporary CEO/Chair combination .
  • Shareholder support: 92% Say‑on‑Pay approval at 2024 meeting, indicating favorable sentiment on compensation governance .

• Watch items

  • Internal control remediation: Management remediated 3 material weaknesses identified at FY2023 year‑end; remaining weaknesses still under a remediation plan overseen by the Audit Committee—continued vigilance warranted under Maddock’s Audit Chair oversight .
  • Interlock to monitor: Maddock is a director at Teradyne, which appears in UCT’s PSU performance peer group; he is not on UCT’s Compensation & People Committee, which reduces direct influence on incentive design/peer composition, but optics should be monitored for perceived conflicts .

• Policies and protections

  • Clawback policy (october 19, 2023) applicable to Section 16 executive officers for restatements; reinforces accountability (director awards not covered) .
  • No meeting fees; standardized retainers; annual time‑based equity; no option repricing; no hedging/pledging; no single‑trigger CIC benefits; no excise tax gross‑ups (Company policy statements) .

Overall, Maddock’s profile—CFO pedigree, operations depth, and Audit Chair designation—supports Board effectiveness in financial oversight and risk management; key governance signals (independence, attendance, ownership alignment, and lack of related‑party transactions) are positive, with the primary watch item being ongoing internal control remediation under Audit Committee oversight .