Sheri Savage
Ultra Clean HoldingsAbout Sheri Savage
Sheri L. Savage is Chief Financial Officer of Ultra Clean Holdings, Inc. (UCT), serving as CFO since July 2016; she joined UCT in April 2009 and previously served as SVP of Finance and Chief Accounting Officer (Feb–Jul 2016). She holds a B.S. in Managerial Economics from the University of California, Davis and was 54 years old as of the 2025 proxy filing date . UCT’s FY2024 performance improved materially: GAAP revenue rose to $2.10B (+20.9% YoY), non-GAAP operating margin expanded to 6.9% (from 4.9%), and non-GAAP EPS increased to $1.44 (from $0.56), with $313.9M cash and equivalents; FY2024 quarterly revenue was $563.3M, and FY2025 Q1 outlook guided revenue to $505–$555M and non-GAAP EPS to $0.22–$0.42 . Performance PSUs granted in 2022 vested at 0% based on the program’s pre-determined criteria, indicating rigorous design and outcome alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ultra Clean Holdings, Inc. | Senior Director of Finance | Apr 2009 onward (initial role) | Finance leadership during growth and acquisitions |
| Ultra Clean Holdings, Inc. | SVP Finance & Chief Accounting Officer | Feb 2016 – Jul 2016 | Led accounting and reporting; bridge to CFO role |
| Credence Systems Corp. | Corporate Controller & VP Finance | Feb 2008 – Feb 2009 | Finance leadership in semiconductor test equipment |
| Credence Systems Corp. | Director of Internal Audit | May 2006 – Feb 2008 | Built internal audit controls framework |
| Protiviti | Various accounting/finance roles | — | Advisory experience in controls and audit |
| KLA‑Tencor | Various accounting/finance roles | — | Industry exposure to process control and yield mgmt |
| Arthur Andersen LLP | Manager, Business Process Risk Accounting | May 1996 – Oct 1999 | Risk accounting and process controls |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Savage |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $550,000 | $572,000 |
| Target Bonus (% of Base) | — | 85% | 85% |
| Actual Cash Incentive Paid ($) | $485,484 | $423,814 | $514,066 |
FY2024 bonus components for Savage: 1H $178,380; 2H $106,641; Annual $229,046; Total $514,066 .
Performance Compensation
Annual Cash Incentive Plan (FY2024 Design and Outcome)
| Component | Weighting | Target Range | Actual/Payout | Metrics | Vesting/Payment |
|---|---|---|---|---|---|
| Corporate performance (quarterly, paid semi-annually) | 55% of cash opportunity | 0–200% of Target | Contributed to total achievement of 106.8% of Target for Savage | Revenue, operating and operational KPIs set by Compensation & People Committee | Semi-annual payouts (1H, 2H) |
| Corporate performance (annual) | 45% of cash opportunity | 0–200% of Target | Included in total achievement | Annual corporate goals | Annual payout |
| Individual performance | 15% of cash opportunity | 0–100% of Target | Included in total achievement | Role-specific objectives | Annual payout |
Design details: Each executive’s annual incentive payout cannot exceed 185% of Target without Committee approval . The Committee sets goals at start of year and resets 2H quantitative corporate goals in July to reflect sector volatility .
Long-Term Equity (RSUs/PSUs) Grant Sizing and Metrics
FY2024 “refresh” grants (award mix and values)
| Executive | Time-Based RSUs (#) | Performance-Based PSUs (#) | Total (#) | Target Equity Value ($) |
|---|---|---|---|---|
| Sheri L. Savage | 17,289 | 17,289 | 34,578 | $1,500,000 (60-day avg price basis) |
Program design
- PSU primary metric: Relative GAAP revenue growth vs a Performance Peer Group (US and non-US semiconductor-exposed companies), payout linearly 0–200% from 30th to 80th percentile and above .
- Modifiers: Absolute operating EBITDA margin vs annual operating plan (+25%/0/−25% of target, averaged across years; not interpolated) and relative TSR vs peer group (+25%/0/−25% of target; not interpolated) .
- CFO award mix: 50% PSUs, 50% RSUs (CEO 55% PSUs), maintaining pay-for-performance emphasis .
Grants of plan-based awards (FY2024)
| Date | Award Type | Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| 4/26/2024 | PSUs (Target) | 17,289 | $705,737 |
| 4/26/2024 | RSUs | 17,289 | $705,737 |
Grants of plan-based awards (FY2023)
| Date | Award Type | Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| 4/28/2023 | PSUs (Target) | 21,772 | $613,753 |
| 4/28/2023 | RSUs | 21,772 | $613,753 |
Stock awards vested (FY2024)
| Metric | FY2024 |
|---|---|
| Shares acquired on vesting (#) | 20,381 |
| Value realized ($) | $871,735 |
Option awards: UCT does not currently grant options; equity is delivered via RSUs/PSUs with standardized grant timing procedures (no awards granted in anticipation of MNPI; monthly cadence) .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned (3/1/2024) | % (3/1/2024) | Shares Beneficially Owned (3/1/2025) | % (3/1/2025) |
|---|---|---|---|---|
| Sheri L. Savage | 61,506 | <1% | 49,700 | <1% |
Shares outstanding basis: 44,659,468 as of 3/1/2024; 45,144,322 as of 3/1/2025 .
Outstanding Equity Awards (as of 12/27/2024; FMV uses $36.53)
| Grant | Type | Unvested Shares (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 3/25/2022 | RSU (Transitional) | 2,053 | $74,996 | Vests 3/25/2025 |
| 4/29/2022 | RSU | 5,543 | $202,486 | Vests 4/29/2025 |
| 4/28/2023 | RSU | 14,515 | $530,233 | 50% on 4/30/2025; 50% on 4/30/2026 |
| 4/28/2023 | PSU (2023 cycle) | 21,772 | $795,331 | Vests at end of 3-year cycle per performance |
| 4/26/2024 | RSU | 17,289 | $631,567 | 3 equal annual installments on/around grant anniversaries |
| 4/26/2024 | PSU (2024 cycle) | 17,289 | $631,567 | Vests at end of 3-year cycle per performance |
Ownership policies and alignment:
- Stock ownership guidelines: Section 16 officers must hold UCT stock valued at least equal to base salary; compliance currently met across Section 16 officers .
- Hedging/pledging: Insider Trading Policy prohibits hedging, puts/calls, and pledges by directors and executive officers .
Employment Terms
Severance Policy (Termination Without Cause; as of 12/27/2024)
| Executive | Salary ($) | Cash Incentive ($) | Health Benefits ($) | Accelerated Vesting Value ($) |
|---|---|---|---|---|
| Sheri L. Savage (CFO) | $572,000 | $474,455 | $2,342 | $1,360,560 |
Policy terms (CFO/COO): 100% of then-current salary; 100% of average annual cash bonus over prior 3 years; COBRA for 12 months; immediate vesting of equity that would vest within 12 months; subject to release; policy cannot be adversely amended within 12 months post-change-in-control .
Change-in-Control (Double Trigger; as of 12/27/2024)
| Executive | Salary ($) | Cash Incentive ($) | Health Benefits ($) | Accelerated Vesting Value ($) |
|---|---|---|---|---|
| Sheri L. Savage (CFO) | $858,000 | $711,682 | $4,684 | $3,473,638 |
Agreement terms (CFO): If terminated without cause or resigns for good reason within 12 months following a change in control, receives 150% of then-current salary and 150% of average annual cash bonus, COBRA for 24 months, and 100% acceleration of unvested equity; requires timely execution and non-revocation of release . UCT policy avoids single-trigger change-in-control benefits .
“Good reason” definition includes >10% salary reduction (except broad actions), relocation >50 miles, or material reduction in authority, duties, or responsibilities post-change-in-control; “Cause” includes conviction, fraud/dishonesty, breach, material policy violation, or failure to perform (with cure where applicable) .
Clawback and governance practices:
- Company maintains ability to claw back incentive payments .
- No excise tax gross-ups; no stock option repricing; no single-trigger change-in-control; no hedging/pledging .
Other Employment Details
- CFO certification: Savage certified the FY2024 10-K under SOX 906 .
- Compensation consultant: Semler Brossy engaged (peer analyses, program design support) .
Compensation Structure Analysis
- Cash vs equity mix: FY2024 total compensation for Savage comprised salary $566,077, stock awards $1,411,474, non-equity incentive $514,066, all other $10,499; total $2,502,116, reflecting a heavy equity orientation with PSUs/RSUs .
- Year-over-year changes: Base salary increased 4.0% to $572,000 in FY2024; target bonus % remained 85% . Stock award grant values increased from $1,227,505 (FY2023) to $1,411,474 (FY2024) .
- Performance rigor: FY2024 PSUs are driven by relative GAAP revenue growth with EBITDA margin and TSR modifiers; prior 2022 grant paid at 0% based on program calculations, evidencing strict performance alignment .
- No options: UCT does not currently grant options; grants are standardized monthly with controls against MNPI timing .
Investment Implications
- Alignment and rigor: Savage’s incentive pay is tied to enterprise revenue growth versus a broad semiconductor peer set, with EBITDA margin and TSR modifiers; a 0% payout for the 2022 PSU cycle underscores high bar design and reduces “pay for failure” risk .
- Upcoming vesting/supply: Multiple vest dates in 2025–2026 (RSUs: 3/25/2025, 4/29/2025, 4/30/2025, 4/30/2026; PSUs vest at cycle end) may create periodic stock supply from net share settlements and tax-related dispositions; monitor April cadence for potential trading pressure .
- Retention and change-in-control economics: Double-trigger change-in-control terms for the CFO (150% salary/bonus, 24 months COBRA, 100% equity acceleration) and standard severance terms reduce voluntary departure risk but represent meaningful costs in a transaction; no single-trigger mitigates governance concerns .
- Ownership and policy safeguards: Beneficial ownership is <1% with compliance to stock ownership guidelines; strict bans on hedging/pledging and clawback capabilities support shareholder-friendly governance and reduce misalignment/leveraging risks .
- Operating momentum: FY2024 revenue growth (+20.9% YoY), margin expansion (non-GAAP operating margin 6.9%), and higher non-GAAP EPS ($1.44) strengthen the link between incentive outcomes and operating execution under Savage’s CFO tenure; FY2025 Q1 guidance frames near-term demand normalization .