James Xiao
Ultra Clean HoldingsAbout James Xiao
Jinsong “James” Xiao, age 55, is Chief Executive Officer of Ultra Clean Holdings (UCT) effective September 2, 2025, and joined the company’s Board of Directors on the same date; he signed the company’s Q3 2025 Form 10‑Q as CEO on October 29, 2025 . He previously held multiple senior general manager roles at Applied Materials and holds a B.S. in Applied Physics (Dalian University of Technology) and an MBA (Indiana University Kelley School), with executive leadership training at Stanford University . In his first reported quarter as CEO, UCT delivered Q3 2025 revenue of $510.0 million with gross margin of 16.1% and operating margin of 2.1%, versus Q2 2025 revenue of $518.8 million, gross margin of 15.3%, and operating margin of (27.3)%; non‑GAAP operating margin improved to 5.7% from 5.5% in Q2 2025 .
| Metric | Q2 2025 | Q3 2025 |
|---|---|---|
| Revenue ($MM) | $518.8 | $510.0 |
| Gross margin (%) | 15.3% | 16.1% |
| Operating margin (GAAP, %) | (27.3)% | 2.1% |
| Net income (loss) ($MM) | $(162.0) | $(10.9) |
| EPS (GAAP, $) | $(3.58) | $(0.24) |
| Operating margin (Non‑GAAP, %) | 5.5% | 5.7% |
Board chair/dual-role note: Upon Mr. Xiao’s appointment, Clarence L. Granger stepped down as CEO and remained as non‑executive Chairperson, so CEO and Chair roles are separated .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Applied Materials | Corporate VP & GM, Semiconductor Dielectric ALD Product Group and MDP/ALD BU operations | Aug 2023–Aug 2025 | Led ALD/MDP operations; brings deep industry expertise to drive strategy at UCT . |
| Applied Materials | Corporate VP & GM, Core Product Group (Display & Flexible Technology division) | Apr 2023–Jul 2023 | Managed core products within DFT division . |
| Applied Materials | Corporate VP & GM, Display Thin Film Group | Feb 2017–Apr 2023 | Ran multi‑billion‑dollar display thin film businesses, delivering growth and margin improvements (company description) . |
| Applied Materials | VP & GM, Display CVD & Equipment Product Group (EPG) | May 2015–Feb 2017 | General management across display CVD/EPG . |
| Applied Materials | MD/VP & GM, Display CVD Products Division | Feb 2013–May 2015 | Led display CVD division operations . |
| Applied Materials | Various roles since joining | Since Jun 2006 | Progressively senior leadership roles; recognized for transforming global operations into high‑performing, revenue‑generating businesses (press statement) . |
External Roles
No other current public-company board roles were disclosed in the cited UCT filings/press materials .
Board Governance and Service
- Board service at UCT: Appointed to the Board effective September 2, 2025 .
- Committee roles: Not disclosed at appointment; no committee chair roles indicated .
- Dual-role implications: CEO role is separate from the Chair, with Clarence L. Granger serving as non‑executive Chairperson, mitigating CEO/Chair concentration risk .
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $710,000 annualized, per offer letter . |
| Target annual bonus | 105% of base salary (Annual Incentive Plan) . |
| Sign‑on cash bonus | $600,000 one‑time . |
Performance Compensation
Annual Cash Incentive (AIP)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Annual bonus (AIP) | Not disclosed | 105% of base salary | Not disclosed | Not disclosed | Specific performance metrics/weightings were not disclosed in the cited appointment materials . |
Equity Awards (Initial and 2025 Annual Grant)
| Award | Grant Value | Mix | Vesting | Performance Period | Notes |
|---|---|---|---|---|---|
| Sign‑on RSUs | $2,000,000 | 100% RSUs | 1/3 each year over 3 years from start date | N/A | Subject to plan terms . |
| 2025 Annual Equity Grant (prorated) | $3,000,000 (prorated to start date) | 45% RSUs / 55% PSUs | RSUs: 3‑year time‑based; PSUs: vest at end of 3‑year performance period per PSU program | 3 years (PSUs) | PSU metrics governed by company’s PSU award program; specifics not disclosed in 8‑K . |
Time-Based RSU Vesting Schedule (Sign‑on Grant)
| Tranche | Vest Date | Vesting |
|---|---|---|
| Year 1 | Sep 2, 2026 | 33.3% of sign‑on RSUs (1/3) . |
| Year 2 | Sep 2, 2027 | 33.3% of sign‑on RSUs (1/3) . |
| Year 3 | Sep 2, 2028 | 33.3% of sign‑on RSUs (1/3) . |
PSU vesting: All PSUs from the 2025 annual grant vest at the end of a three‑year performance period under the company’s PSU program; specific metrics and payout curves were not disclosed in the appointment 8‑K .
Equity Ownership & Alignment
- Initial equity value on entry: $5.0 million aggregate (sign‑on RSUs $2.0M + 2025 annual grant $3.0M before proration) .
- Beneficial ownership at appointment (shares/percent), exercisable options, pledged shares, and ownership guideline status were not disclosed in the cited documents; the appointment 8‑K summarized equity by value and structure only .
- Anti‑pledging/hedging policies and director/executive ownership guidelines were not cited in the appointment materials; no Form 4 ownership data is included in the filings cited here .
Employment Terms
Non‑Change‑in‑Control Severance (Executive Severance Policy, Aug 1, 2025)
| Scope | Cash Multiple (Salary) | Cash Multiple (Avg Bonus) | COBRA | Equity Acceleration |
|---|---|---|---|---|
| CEO | 150% of then‑current annual base salary | 150% of average annual cash bonus over prior 3 years | 18 months | Immediate vesting (cash equivalent or shares) of equity that would vest within 18 months; excludes performance awards still subject to performance . |
- Eligibility: Termination without Cause with signed release; at‑will employment preserved .
- Payment timing: Lump sum (salary/bonus severance) generally within 2.5 months after tax year of termination; COBRA subsidized/reimbursed monthly .
Change‑in‑Control (CIC) Severance Agreement (CEO; effective Sep 2, 2025)
| Trigger Window | Cash Multiple | COBRA | Equity |
|---|---|---|---|
| Termination without Cause or resignation for Good Reason upon, within 3 months prior to, or within 12 months following a CIC | 200% of (base salary + average annual cash bonus over prior 3 years) paid in lump sum | Up to 24 months (or lump‑sum if COBRA eligibility ends) | 100% vesting of all unvested and outstanding equity awards |
- Term and renewals: Agreement runs 2 years from Sep 2, 2025 and auto‑renews for 1‑year terms unless notice is given 6 months before expiration (if no CIC has occurred) .
- Definitions: CIC, Cause, and Good Reason defined (e.g., salary reduction, relocation >50 miles, material reduction in duties) with notice/cure procedures .
- Continuing obligations: Confidentiality and non‑disparagement obligations acknowledged; at‑will status unchanged .
- Dispute resolution: Binding confidential arbitration in San Francisco under JAMS rules; attorney’s fees borne by each party .
Performance & Track Record
- Q3 2025 operating execution: Delivered highest gross margins of the year and exceeded mid‑point of guidance on top and bottom line; CEO commentary emphasized AI‑enabled HPC demand tailwinds despite near‑term volatility .
- Leadership background: Press materials cite a track record in leading multi‑billion‑dollar businesses and delivering margin improvement through operational transformation at Applied Materials .
Investment Implications
- Alignment and at‑risk mix: 55% of Mr. Xiao’s prorated 2025 annual equity grant is in PSUs with a 3‑year performance horizon, indicating a meaningful long‑term, performance‑contingent component; the balance is time‑vested RSUs, standard for retention .
- Retention vs. selling pressure: Time‑based RSUs vest annually over three years from Sep 2, 2025, creating potential periodic liquidity events on vesting anniversaries (supply risk depends on Form 4 activity not cited here) .
- Downside protection (non‑CIC): If terminated without Cause absent a CIC, severance is 1.5x salary and 1.5x average bonus plus 18 months COBRA and acceleration of equity otherwise vesting within 18 months—supportive of retention while limiting full acceleration of performance awards .
- CIC economics: A CIC termination yields 2.0x salary+bonus, 24 months COBRA, and 100% equity acceleration—a robust parachute that could influence incentives in strategic review/M&A scenarios; agreement auto‑renews and includes double‑trigger protection (CIC plus qualifying termination) .
- Governance: Separation of CEO and Chair roles at appointment reduces concentration of power relative to CEO‑Chair dual roles; no committee assignments disclosed for Mr. Xiao .
- Early execution signals: Q3 2025 sequential improvement in GAAP/Non‑GAAP operating margins during Mr. Xiao’s first month supports initial confidence, though causality is inherently limited given tenure length .
Key gaps for further diligence: Form 4 ownership/transactions, anti‑hedging/anti‑pledging and ownership guidelines (proxy), PSU metric design and payout curves (next proxy), and any subsequent compensation adjustments post‑appointment .