Ultra Clean Holdings Inc

This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s fiscal 2025 named executive officer (NEO) compensation as disclosed in the proxy (CD&A, tables and narrative). Management frames the request as a holistic endorsement of its compensation philosophy and practices—designed to attract, motivate and retain executive talent and to tie pay to a mix of challenging short-term operational/financial goals and longer-term performance-based equity (PSUs and RSUs). Contextually, the company underwent CEO transition in 2025 and recorded separation payments in the prior period; the filing discloses the 2025 say-on-pay history and outreach the Board undertook after a lower approval rate in 2024 related to separation payments. The Compensation and People Committee emphasizes heavy weighting of long-term, performance-based equity (notably PSUs tied to revenue metrics, relative TSR and operating margin) and a balanced cash incentive program with rigorous corporate scorecards. Management recommends the vote because it believes the pay programs align incentives with revenue growth, margins and shareholder value while incorporating governance safeguards (clawback policy, no repricing, independent compensation consultant). The proposal is advisory and non-binding; however, management states it will consider the outcome when making future compensation decisions. For a sophisticated evaluation, key tensions include (a) the recent goodwill impairment and GAAP loss in 2025 versus non-GAAP results and how that affects realized pay, (b) the prior-year separation payment that depressed prior approval rates, (c) the PSU design that emphasizes relative revenue growth vs. peers (which can mute payouts in cyclical downturns), and (d) the degree to which annual cash incentives and long-term PSUs will correlate with shareholder returns given semiconductor-cycle volatility. The Board’s recommendation to vote FOR is rooted in management’s view that the program appropriately balances retention, risk-mitigation and pay-for-performance features and that the Compensation Committee retained discretion to adjust outcomes in light of circumstances.

This proposal requests shareholder approval to increase the reserve under the Company’s Amended and Restated Stock Incentive Plan by 3.5 million shares to permit continued equity grant activity. Management and the Compensation and People Committee argue the increase is necessary because the plan’s available share pool (approximately 105,725 shares as of March 27, 2026) would be exhausted under historical grant rates, which have produced annual burn rates of roughly 1.6%–2.5% over 2024–2025. The filing emphasizes that equity grants are central to attracting and retaining engineering and operations talent in the semiconductor supply-chain sector and that the incremental reserve is estimated to support roughly three years of awards under current practices. Importantly for governance-sensitive investors, the proposal retains several shareholder protections: no option repricing without shareholder approval, prohibition on discounted options, no evergreen feature, limited share recycling, explicit ability to grant performance-based awards, and a prohibition on dividends on options and unearned performance awards. The filing quantifies the potential dilution impact (the plan usage ratio would rise from about 3.3% to approximately 10.9% if the 3.5 million shares were included) and provides burn-rate and peer/context information to support the requested amount. For a sophisticated assessment, analysts should weigh (a) the company’s near-term financial performance and goodwill impairment (which reduced GAAP results in 2025) against the need to retain and incentivize talent for future revenue recovery; (b) the mix of performance- versus time-based awards (management emphasizes PSUs tied to revenue, TSR, and operating margin) and whether those metrics are robust and sufficiently shareholder-aligned; (c) the explicit governance protections (no repricing without approval, no evergreen) which mitigate some dilution concerns; and (d) the share-counting mechanics (1.23 multiple for full-value awards) which affect reserve longevity. The Board recommends FOR the increase because, in its view, the additional reserve is necessary to maintain competitive equity programs and support the Company’s growth and retention strategy.

This management proposal asks shareholders to approve a 450,000-share increase to the Employee Stock Purchase Plan (ESPP) reserve, raising the total reserved shares to 1,505,343. Management argues the ESPP is a broad-based retention and engagement tool that allows employees to acquire stock at an 85% discount (lower of offering-start or purchase-date price), via payroll deductions up to 10% of compensation, with overlapping 12-month offerings and two six-month purchase periods. The filing states that as of April 21, 2026 approximately 248,187 shares remained available under the current reserve and that the requested 450,000-share increase would likely fund the plan for roughly five years under current participation and pricing assumptions. Analysts should note the ESPP’s mechanics (discounted purchase, look-back feature, purchase-period cadence) and that participation and market price volatility will materially affect reserve longevity and dilution. Governance protections and tax-qualified design (Section 423) make the program broadly shareholder-friendly, but the incremental pooled shares will create dilution; the filing does not estimate precise dilution percentages for the ESPP increase alone. The Board recommends a FOR vote, arguing that without additional shares the program would be constrained, reducing a valuable tool for employee retention and alignment.