Thomas Edman
Ultra Clean HoldingsAbout Thomas T. Edman
Independent director of Ultra Clean Holdings (UCT) since 2015; age 62. Currently CEO of TTM Technologies (since 2014) and a long‑standing board member at TTM (since 2004). Prior leadership roles include senior general management and corporate business development at Applied Materials, CEO of Applied Films, and a GM role at Marubeni Specialty Chemicals. Education: BA in East Asian Studies (Japan) from Yale; MBA from Wharton; also serves as Chairman of IPC, the electronics manufacturing industry trade association .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| TTM Technologies | Chief Executive Officer | Since 2014 | Public company leadership; director on TTM board since 2004 |
| Applied Materials | Group VP & GM, AKT Display; Corporate VP, Business Development | Not disclosed | Technology industry leadership experience |
| Applied Films Corporation | President & CEO | Not disclosed | CEO experience in technology industry |
| Marubeni Specialty Chemicals | GM, High Performance Materials Division | Not disclosed | Asia/industrial materials experience |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| TTM Technologies (TTMI) | CEO; Director | Public | CEO since 2014; Director since 2004 |
| IPC | Chairman | Trade Association | Electronics manufacturing industry association chair |
Board Governance
- Independence: Board determined all directors are independent except the interim CEO/Chair (Mr. Granger); Edman is independent .
- Committees: Chair, Compensation & People Committee; Member, Audit Committee .
- Meeting counts (2024): Audit Committee met 5 times; Compensation & People Committee met 7 times; Nominating/ESG Committee met 4 times .
- Attendance: Each director attended 100% of Board and applicable committee meetings in 2024; all incumbent directors attended the 2024 Annual Meeting .
- Board leadership/independent oversight: Interim CEO/Chair role combined in March 2025; Lead Independent Director designated (Emily Liggett) on April 25, 2025; independent directors hold executive sessions every regular quarterly meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board cash retainer | $60,000 | Paid quarterly; no meeting fees |
| Compensation Committee chair fee | $20,000 | Twelve‑month retainer |
| Audit Committee member fee | $12,500 | Twelve‑month retainer |
| Total fees earned (cash) | $92,500 | As reported in Director Compensation table |
| Annual stock award (RSU) fair value | $168,382 | 3,647 shares; grant on 2024 annual meeting date |
| Total 2024 director compensation | $260,882 | Cash + stock |
| RSU vesting | Fully vests on earlier of day before 2025 Annual Meeting or May 22, 2025 | 3,647 shares vesting detail |
Performance Compensation
- Non‑employee director pay consists of cash retainers and time‑based restricted stock; no performance‑based metrics or option awards are disclosed for director service .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| TTM Technologies (TTMI) | Edman is CEO and Director | UCT’s Compensation Peer Group used for benchmarking includes TTMI; Edman chairs UCT’s Compensation & People Committee, which oversees executive and director compensation—this creates a potential benchmarking interlock risk that merits ongoing disclosure and process safeguards . |
Expertise & Qualifications
- Strong business acumen and public‑company CEO experience; extensive Asia experience and compensation matters proficiency .
- IPC Chairman; deep industry engagement in electronics manufacturing .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| Thomas T. Edman | 37,843 | <1%* | Includes 3,647 restricted stock awards vesting by May 22, 2025 or earlier |
- Shares outstanding at record date: 45,144,322 (for % context) .
- Stock ownership guidelines (directors): 3x annual cash compensation; compliance: all directors are currently in compliance .
- Hedging/pledging: Company policy prohibits hedging and pledging of company securities by directors and officers .
- Section 16 compliance: Company believes all directors filed required Forms 3/4/5 on a timely basis for 2024 .
Governance Assessment
- Strengths: Independent director; chairs Compensation & People Committee; member of Audit Committee with Board concluding all Audit Committee members (including Edman) qualify as audit committee financial experts; perfect attendance; robust executive‑session cadence; director ownership guidelines in place and met; anti‑hedging/pledging policy; clawback policy compliant with SEC/Nasdaq (effective Oct 19, 2023); strong 2024 say‑on‑pay support (92%) .
- Risks/Red flags to monitor: Benchmarking interlock—Edman chairs UCT compensation while serving as CEO at TTMI, and TTMI is in UCT’s compensation peer group; ensure rigorous use of independent consultants and clear recusals when appropriate. No related‑party transactions >$120,000 disclosed for 2024, which is positive, but interlock optics warrant continued vigilance .
- Board control/oversight context: Temporary combination of CEO/Chair roles (March 2025) mitigated by Lead Independent Director designation and regular independent executive sessions; Audit Committee monitored remediation of prior material weaknesses (3 remediated in 2024; plan ongoing), underscoring active oversight needs in controls—a relevant area for Edman as Audit member .
Overall, Edman brings seasoned public‑company leadership and compensation oversight depth, with strong engagement and independence. The TTMI peer inclusion while he chairs compensation is the primary governance sensitivity; transparent processes and consultant‑led benchmarking help mitigate but should be actively managed .