Jacqueline Seto

About Jacqueline A. Seto

Independent director at Ultra Clean Holdings (UCTT) since 2020, age 59. Former Lam Research executive with 22 years’ experience culminating as Group VP & GM; Principal at Side People Consulting; B.Eng. in Chemical Engineering from McGill University. Core credentials: semiconductor industry expertise, strategic insight, and product development/marketing leadership .

Past Roles

External Roles

Board Governance

• Independence: Board determined Seto and all directors except the interim CEO/Chair (Granger) are independent under Nasdaq/SEC rules .
• Committee assignments: Member, Compensation and People Committee; Chair, Nominating, Environmental, Social and Corporate Governance (NESG) Committee .
• Committee activity: Compensation & People met 7 times in 2024; NESG met 4 times; Audit met 5 times .
• Attendance: 100% attendance by each director across Board and committee meetings in 2024 .
• Board leadership: Interim CEO/Chair role combined following CEO resignation; Lead Independent Director designated (Emily Liggett) on April 25, 2025 to strengthen independent oversight .
• Executive sessions: Independent directors meet in executive session at each regularly scheduled quarterly Board meeting .

Fixed Compensation

• Director cash retainer schedule (effective after 2024 meeting): $60,000 Board member; $70,000 independent Chair; Committee retainers—Audit: $12,500 (member) / $35,000 (chair); Compensation & People: $10,000 / $20,000; NESG: $10,000 / $20,000; no meeting fees; paid quarterly .
• 2024 cash earned: Seto received $90,000 (consistent with $60,000 Board + $20,000 NESG chair + $10,000 Compensation & People member) .

Performance Compensation

• Equity type: Annual restricted stock awards (time-based); no options; initial equity grants are pro-rated for mid-year appointments .
• Annual grant value: ~$160,000 per non-employee director in 2024, equating to 3,647 shares; vest on the earlier of the day before the 2025 Annual Meeting and May 22, 2025 .
• 2024 grant (grant-date fair value): $168,382 for Seto .
• 2025 director equity: Form 4 shows an 8,198-share award on May 21, 2025 (0$ price, common stock), increasing post-transaction holdings to 28,950 shares .

Notes:

• Directors do not have performance-conditioned equity (PSUs) or options; compensation metrics (TSR, revenue, EBITDA) apply to executive PSUs, not directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Semiconductor industry executive with deep product development, strategy, and marketing experience; 22 years at Lam Research .
• Education: Bachelor of Engineering in Chemical Engineering, McGill University .
• Board oversight experience in ESG matters; chairs NESG Committee .

Equity Ownership

• Beneficial ownership: 20,752 shares as of March 1, 2025; less than 1% of shares outstanding .
• Shares outstanding: 45,144,322 (record date March 26, 2025) .
• Outstanding restricted stock awards: Includes 3,647 shares scheduled to vest on the earlier of day before 2025 annual meeting and May 22, 2025 .
• Ownership guidelines: Directors must hold shares valued at least 3x annual cash compensation; all directors are in compliance; hedging and pledging are prohibited .

Insider Trades (Form 4)

Compensation Committee Analysis

• Composition: Thomas T. Edman (chair), David T. ibnAle, Emily M. Liggett, Jacqueline A. Seto; all independent .
• Use of independent compensation consultants: Semler Brossy (2019–Oct 2024) for FY2024 decisions; FW Cook engaged Oct 2024 for 2025 planning; Committee assessed independence and found no conflicts .
• Executive pay program and metrics (context for governance): PSU program uses 3-year relative GAAP revenue growth vs performance peers, TSR modifier, and operating EBITDA margin modifier; 2022 PSU payout at 0% (negative TSR modifier) .
• Compensation peer group and target percentile: Peer group includes AEIS, FN, FORM, ICHR, MKSI, ONTO, PLAB, TTMI, etc.; targets around median, with discretion .

Director Compensation (Mix and Alignment)

Ownership alignment: Director stock ownership guideline (≥3x annual cash comp) and prohibition on hedging/pledging strengthen alignment; all directors compliant .

Say-on-Pay & Shareholder Feedback

Related Party Transactions and Conflicts

• Policy requires Board/NESG review and approval; no related person transactions ≥$120,000 in 2024; no family relationships among directors/executives .
• Insider trading policy prohibits hedging and pledging .

Governance Assessment

• Strengths: Independent director; chairs NESG and sits on Compensation & People—direct involvement in ESG and pay governance; 100% attendance; strong shareholder support in director election (36.1M for; 1.6M against) at 2025 annual meeting; robust ownership guidelines and anti-hedging/pledging policy; use of independent compensation consultants .
• Risks/Watch items: Temporary combination of CEO/Chair roles following CEO resignation; mitigated by appointment of Lead Independent Director and quarterly executive sessions of independent directors. Internal control material weaknesses from 2023 remain subject to remediation (3 remediated by end-2024; plan continues), requiring sustained Audit Committee oversight .
• Conflicts: None disclosed; no related-party transactions in 2024 .

Director Election Vote Detail (2025)

Board Effectiveness Signals

• Independent committee leadership and active cadence (Comp 7x; NESG 4x) .
• ESG oversight formally embedded in NESG and Compensation & People charters .
• Stock ownership guideline compliance and bans on hedging/pledging indicate alignment and reduced risk of misaligned incentives .
• No meeting fees discourage short-termism; equity grants are time-based, encouraging multi-year engagement .