Sam Johnson
Ultra Clean HoldingsAbout Sam Johnson
Sam Johnson, age 37, is Head of UCT’s Services Division effective August 15, 2025; he joined UCT as Senior Vice President, Strategy on March 21, 2025. He previously served as Principal, Portfolio Operations & Head of ESG at Arcline Investment Management (Dec 2019–Mar 2025), consultant at Bain & Company (Jul 2017–Dec 2019), and held various roles at Chevron Corporation (Aug 2010–May 2015). He holds a B.S. in Electrical and Computer Engineering from Cornell University and an MBA from Harvard Business School . Company context: UCT delivered FY2024 revenue of $2.1B (+20.9% YoY), non-GAAP operating margin of 6.9% (vs 4.9% in 2023), and non-GAAP EPS of $1.44 (vs $0.56 in 2023) ; in 2025, operating margins compressed amid restructuring and higher stock-based comp/severance, with Q3 total company operating margin at 2.1% vs 4.7% in Q3 2024 and nine-month operating margin at -7.6% vs 4.3% in the prior year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ultra Clean Holdings, Inc. (UCT) | Senior Vice President, Strategy | Mar 21, 2025–Aug 15, 2025 | Corporate strategy leadership |
| Ultra Clean Holdings, Inc. (UCT) | Head of Services Division | Aug 15, 2025–present | Leads Services Division operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arcline Investment Management | Principal, Portfolio Operations & Head of ESG | Dec 2019–Mar 2025 | Portfolio ops and ESG leadership |
| Bain & Company | Consultant | Jul 2017–Dec 2019 | Management consulting assignments |
| Chevron Corporation | Various capacities | Aug 2010–May 2015 | Roles in integrated oil & gas |
Fixed Compensation
| Component | FY2025 | Notes |
|---|---|---|
| Base Salary (USD) | Not disclosed | No Sam Johnson-specific base disclosed in filings reviewed |
| Target Bonus (%) | Not disclosed | Company uses management bonus plan with targets set by Compensation Committee; specific % not disclosed for Sam |
| Actual Bonus Paid | Not disclosed | FY2024 NEO bonuses paid at 101–108% of target; Sam joined in 2025, not an FY2024 NEO |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | Revenue, operating results, strategic objectives | Not disclosed | Not disclosed | Not disclosed | FY2024 NEO payouts 101–108% of target; design unchanged | Annual cash payout cycle |
| PSU Program (3-year) | Financial performance goals; includes relative performance | Not disclosed | Not disclosed | FY2022–FY2024 cycle vested at 0% | 0% for 2022–2024 grant cycle | 3-year performance period; vest 0–200% based on results |
Notes:
- PSU program targets are set at grant; payout ranges 0–200% based on achievement over three years .
- Company states use of balanced metrics and relative performance in PSUs; specific metric weights not disclosed for Sam .
Equity Ownership & Alignment
- Stock ownership guidelines maintained for executives (compliance status for Sam not disclosed) .
- Hedging and pledging of company stock are prohibited, supporting alignment with shareholders .
- Clawback policy in place for incentive payments .
- RSUs typically vest over three years in equal annual installments; PSUs vest at end of 3-year performance period based on targets (policy-level design) .
Employment Terms
| Item | Provision | Details |
|---|---|---|
| Employment status | At-will | Nothing in severance policy alters at-will nature |
| Severance policy category | Other eligible executive officer | If designated an eligible “executive officer” and not CEO/CFO/COO/CBO, benefits are: 75% of base salary; 75% of average annual bonus over prior three years; COBRA costs for 9 months; immediate acceleration (cash equivalent or shares) of equity awards that would vest within 12 months (CEO discretion) |
| Severance eligibility | Involuntary termination without Cause | Requires release of claims; forfeiture if resignation or termination for Cause |
| Change-in-control (CIC) | Not specifically disclosed for Sam | CEO CIC agreement: 200% salary+bonus, 24 months COBRA, 100% equity vest if terminated without Cause/for Good Reason within 3 months prior/12 months after CIC ; CBO CIC agreement: 150% salary+bonus, 24 months COBRA, 100% equity vest . Company policy avoids single-trigger CIC benefits . |
| Payment timing & 409A | Lump sum within short-term deferral period; 409A specified | Payments intended to qualify for short-term deferral or involuntary separation pay plan exceptions; six‑month delay for specified employees if required |
Company Performance Context (for incentive alignment)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenue (USD Billions) | Not disclosed | $2.1 |
| Non‑GAAP Operating Margin (%) | 4.9% | 6.9% |
| Non‑GAAP EPS (USD) | $0.56 | $1.44 |
| Metric | Q3 2024 | Q3 2025 | 9M 2024 | 9M 2025 |
|---|---|---|---|---|
| Operating Profit (USD Millions) – Total Company | $25.2 | $10.6 | $65.3 | $(118.3) |
| Operating Margin (%) – Total Company | 4.7% | 2.1% | 4.3% | (7.6%) |
Drivers in 2025 include higher employee-related expenses (involuntary separations, voluntary retirement program), goodwill impairment (Q2 2025), and increased stock-based compensation and severance costs due to restructuring .
Compensation Committee Analysis
- Compensation and People Committee sets and reviews performance targets for short- and long-term incentives, considers peer data, strategic objectives, market share, and executive development; CEO and CHRO provide input, but decisions are made in committee sessions without management present .
- Governance practices: independent consultant, annual compensation review and risk assessment, annual Say‑on‑Pay, stock ownership guidelines, clawback ability; prohibitions include excise tax gross‑ups, hedging/pledging, option repricing, and single‑trigger CIC benefits .
Risk Indicators & Red Flags
- No hedging or pledging permitted (reduces alignment risk) .
- PSU vesting outcome for 2022–2024 at 0% indicates a disciplined pay-for-performance framework; raises bar for equity realization absent strong performance .
- 2025 restructuring increased severance and stock-based comp costs; watch for retention dynamics in Services Division leadership .
Say‑on‑Pay & Shareholder Feedback
- Company conducts an annual Say‑on‑Pay advisory vote (specific approval percentages not disclosed in cited sections) .
Expertise & Qualifications
- Education: B.S. Electrical and Computer Engineering (Cornell); MBA (Harvard Business School) .
- Industry experience: Private equity portfolio operations/ESG (Arcline), management consulting (Bain), energy sector roles (Chevron), corporate strategy and divisional leadership at UCT .
Work History & Career Trajectory
| Employer | Role | Tenure |
|---|---|---|
| UCT | SVP, Strategy; Head of Services Division | Mar 2025–present; Head role since Aug 2025 |
| Arcline Investment Management | Principal, Portfolio Operations & Head of ESG | Dec 2019–Mar 2025 |
| Bain & Company | Consultant | Jul 2017–Dec 2019 |
| Chevron Corporation | Various roles | Aug 2010–May 2015 |
Employment & Contracts (Additional)
- Severance benefits require execution of a release and include non‑disparagement; COBRA costs end if alternative employment provides coverage .
- Payment mechanics: lump-sum severance in cash within 2.5 months after end of executive’s tax year of termination; COBRA reimbursed monthly; 409A six‑month delay applies for specified employees .
Investment Implications
- Alignment: Prohibition on hedging/pledging, stock ownership guidelines, and clawback strengthen alignment; three‑year RSU/PSU vesting schedules create multi‑year retention incentives .
- Retention risk: As a newly appointed division head, Sam Johnson’s eligibility under the executive severance policy (with moderate cash and limited equity acceleration) provides downside protection but is not overly rich, which balances retention and shareholder interests .
- Trading signals: No Sam Johnson‑specific compensation grants or Form 4 activity are disclosed in the cited filings; monitor upcoming DEF 14A (2026) and any 8‑K/Forms 4 for grants, vesting, and sales to assess potential selling pressure and ownership build.
- Execution watch‑items: 2025 restructuring headwinds and margin compression heighten the importance of Services Division execution; PSU program’s 0% payout for 2022–2024 underscores performance thresholds, implying future equity value realization will require improved financial outcomes .