Joanne Solomon
Ultra Clean HoldingsAbout Joanne Solomon
Independent director at Ultra Clean Holdings (UCTT) since 2025; age 59. Former CFO at Maxeon Solar Technologies (2020–2021) and Katerra Inc. (2017–2019), and 16-year finance leadership track at Amkor Technology culminating as CFO (2007–2016). Early career with Price Waterhouse, including Audit Senior Manager. Education: B.S. in Business Administration (Accounting & Finance) from Drexel University; MBA in International Management from Thunderbird School of Global Management. Currently serves on Viavi Solutions, Inc.’s board (since 2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maxeon Solar Technologies, Ltd. | Chief Financial Officer | 2020–2021 | Global finance leadership, public-company CFO |
| Katerra Inc. | Chief Financial Officer | 2017–2019 | Finance transformation at technology-driven construction firm |
| Amkor Technology, Inc. | CFO; earlier SVP Finance roles (Controller, Treasurer) | 2000–2016; CFO 2007–2016 | Long-cycle semiconductor packaging finance, corporate strategy |
| Price Waterhouse | Audit Senior Manager | First decade of career | Public accounting, audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Viavi Solutions, Inc. | Director | 2022–present | Public company directorship |
| Boys & Girls Clubs of Metropolitan Phoenix | Director (non-profit) | 2007–2017 | Community/non-profit governance |
Board Governance
- Independence: Board determined all directors and nominees are independent except Chairman/Interim CEO Clarence Granger; committees are composed solely of independent directors.
- Committee assignments: Audit Committee member (joined Feb 2025); Audit Committee chaired by Ernest E. Maddock. All Audit members (including Solomon) designated as “audit committee financial experts” and financially sophisticated per Nasdaq/SEC rules. Audit met 5 times in 2024.
- Board leadership and oversight: Lead Independent Director designated April 25, 2025 (Emily Liggett). Independent directors meet in executive session during each regularly scheduled quarterly Board meeting. Board held 5 meetings in 2024; incumbents had 100% attendance.
- Annual meeting: Virtual AGM held May 21, 2025.
- Shareholder voting (2025 election): Joanne Solomon received 37,695,203 “For”, 64,713 “Against”, 161,741 “Abstain”, 3,776,602 broker non-votes. Strong support relative to peers on the slate.
Committee Memberships and Roles
| Committee | Role | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Member (appointed Feb 2025) | Ernest E. Maddock | 5 |
| Compensation & People | Not a member | Thomas T. Edman | 7 |
| Nominating, Environmental, Social & Corporate Governance | Not a member | Jacqueline A. Seto | 4 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $60,000 (12-months) | Non-employee director retainer; paid quarterly |
| Audit Committee member retainer | $12,500 (12-months) | $35,000 for chair; Solomon is a member |
| Compensation & People Committee | $10,000 (member); $20,000 (chair) | If applicable |
| Nominating/ESG Committee | $10,000 (member); $20,000 (chair) | If applicable |
| Meeting fees | $0 | No fees for Board/committee meeting attendance |
Performance Compensation
| Equity Component | Shares/Value | Grant Timing | Vesting | Performance Metrics |
|---|---|---|---|---|
| Initial restricted stock award (RSA) | 1,310 shares | Upon joining Board (Feb 2025) | Vests on date of 2025 Annual Meeting (May 21, 2025) | None (time-based only) |
| Annual director RSA (reference) | ~3,647 shares (≈$160,000 value) | Granted at 2024 AGM to then-incumbents | Fully vests on earlier of day before 2025 AGM or May 22, 2025 | None (time-based only) |
Note: UCTT’s director equity awards are time-based restricted stock, not performance-conditioned; no TSR/financial metrics apply to director grants.
Other Directorships & Interlocks
| Company | Relationship to UCTT | Potential Interlock/Conflict |
|---|---|---|
| Viavi Solutions, Inc. | External public company board (Solomon is a director) | No related-party transactions disclosed involving Solomon; Company reports no >$120,000 related person transactions in 2024. |
Expertise & Qualifications
- Corporate finance and accounting expertise; seasoned public-company CFO.
- Global expansion, acquisitions, and strategy in semiconductor ecosystem (Amkor) and technology sectors (Maxeon).
- Audit background (Price Waterhouse) enhances oversight of financial reporting/internal controls; designated audit committee financial expert.
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (incl. awards vesting within 60 days of March 1, 2025) | 1,310 shares |
| Ownership as % of shares outstanding | ~0.0029% (1,310 / 45,144,322)* |
| Vested vs. unvested | Unvested RSA scheduled to vest at 2025 AGM |
| Options (exercisable/unexercisable) | None disclosed in proxy for directors |
| Shares pledged as collateral | Prohibited by insider trading policy; no pledges allowed |
| Director stock ownership guideline | Minimum 3x annual cash compensation; three-year compliance window |
| Compliance status | Company states all directors are currently in compliance |
*Calculated from disclosed beneficial shares and outstanding shares as of March 1, 2025.
Governance Assessment
- Strong shareholder support: Solomon received among the highest “For” votes in 2025 director elections, indicating investor confidence in her appointment and expertise.
- Independence and oversight quality: Independent director; Audit Committee member and designated financial expert—strengthens Board’s financial reporting, controls, and cybersecurity oversight.
- Alignment: Time-based director equity combined with cash retainers; stock ownership guidelines (3x annual cash comp) and bans on hedging/pledging reinforce alignment.
- No related-party conflicts: Company reports no related person transactions >$120,000 for fiscal 2024; no family relationships among directors/executives.
- Shareholder feedback on pay: 2024 say-on-pay approved by 92% of votes cast; 2025 say-on-pay votes were 28,129,612 For, 8,695,402 Against, 1,096,643 Abstain (review trend as CEO transition occurred).
- Board engagement: Lead Independent Director appointed; independent executive sessions quarterly; incumbents had 100% attendance in 2024. Governance processes and cadence appear robust.
RED FLAGS: None identified in company disclosures regarding Solomon—no related-party transactions, pledging/hedging prohibited, and strong election support. Continue monitoring Form 4 insider transactions and evolving committee roles post-2025 AGM.