Pay vs Performance Disclosure
Mar. 04, 2025
Dec. 26, 2025
Sep. 01, 2025
Dec. 26, 2025
USD ($)
Dec. 27, 2024
USD ($)
Dec. 29, 2023
USD ($)
Dec. 30, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay Versus Performance
The following table sets forth additional compensation information of our NEOs, calculated in accordance with SEC regulations, along with total shareholder return, net income, and GAAP revenue growth performance results for our fiscal years 2021, 2022, 2023, 2024, and 2025.
Year(1) | Summary Comp Table Total for James Scholhamer(2) | Compensation Actually Paid to James Scholhamer(3)(4) | Summary Comp Table Total for Clarence Granger(2) | Compensation Actually Paid to Clarence Granger(3)(4) | Summary Comp Table Total for James Xiao(2) | Compensation Actually Paid to James Xiao(3)(4) | Average Summary Comp Table Total for non-CEO NEOs(2) | Average Compensation Actually Paid to non-CEO NEOs(3)(5) | Ultra Clean Total Shareholder Return(6) | Peer Group Total Shareholder Return(6) | Ultra Clean GAAP Net Income ($M) | Ultra Clean GAAP Revenue Growth(7) | ||||||||||||||||||||||||||
2025 | $2,729,501 | ($3,617,499) | $1,498,673 | $1,515,061 | $5,984,360 | $5,074,575 | $2,410,994 | $1,914,638 | $82 | $262 | ($181.2) | (2%) | ||||||||||||||||||||||||||
2024 | $5,781,280 | $3,858,549 | $0 | $0 | $0 | $0 | $2,235,127 | $1,905,739 | $115 | $186 | $23.7 | 21% | ||||||||||||||||||||||||||
2023 | $5,043,765 | $4,314,644 | $0 | $0 | $0 | $0 | $1,840,096 | $1,751,380 | $108 | $152 | ($31.1) | (27%) | ||||||||||||||||||||||||||
2022 | $4,240,224 | ($505,754) | $0 | $0 | $0 | $0 | $1,875,513 | $597,671 | $105 | $92 | $40.4 | 13% | ||||||||||||||||||||||||||
2021 | $5,201,766 | $11,184,818 | $0 | $0 | $0 | $0 | $1,754,208 | $4,029,427 | $181 | $143 | $119.5 | 50% | ||||||||||||||||||||||||||
(1) | NEOs included in the above compensation columns reflect the following: |
Year | CEO(s) | NON-CEO NEOs | ||||||
2025 | Mr. Scholhamer (former); Mr. Granger (interim); Mr. Xiao (current) | Messrs. Bajwa, Cook, and McKibben and Ms. Savage | ||||||
2024 | Mr. Scholhamer | Messrs. Bajwa, Cook, and McKibben and Ms. Savage | ||||||
2023 | Mr. Scholhamer | Messrs. Chinnasami, Cook, and McKibben and Ms. Savage | ||||||
2022 | Mr. Scholhamer | Messrs. Chinnasami, Cook, and McKibben and Ms. Savage | ||||||
2021 | Mr. Scholhamer | Messrs. Chinnasami, Williams, and Bentick and Ms. Savage | ||||||
(2) | Amounts reported in this column represent (i) the total compensation as reported in the Summary Compensation Table for the applicable year in the case of our CEOs and (ii) the average of the total compensation as reported in the Summary Compensation Table for the Company’s other NEOs for the applicable year. |
(3) | SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “Compensation Actually Paid” as reported in the Pay versus Performance Table. “Compensation Actually Paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. |
(4) | Compensation Actually Paid to our former, interim, and current CEOs reflects the following adjustments from total compensation reported in the Summary Compensation Table: |
James Scholhamer | 2025 | ||||
Total Reported in Summary Compensation Table (SCT) | $2,729,501 | ||||
Less, value of Stock Awards reported in SCT | $0 | ||||
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $0 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | $0 | ||||
Plus, Fair Value as of the Vesting Date of Awards Granted this Year and that Vested this Year | $0 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that Vested this Year | ($555,120) | ||||
Less, Prior Year Fair Value of Prior Year awards that Failed to Vest this Year | ($5,791,881) | ||||
Total Adjustments | ($6,347,000) | ||||
Compensation Actually Paid | ($3,617,499) | ||||
Clarence Granger | 2025 | ||||
Total Reported in Summary Compensation Table (SCT) | $1,498,673 | ||||
Less, value of Stock Awards reported in SCT | ($643,570) | ||||
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $0 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | $0 | ||||
Plus, Fair Value as of the Vesting Date of Awards Granted this Year and that Vested this Year | $659,958 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that Vested this Year | $0 | ||||
Less, Prior Year Fair Value of Prior Year awards that Failed to Vest this Year | $0 | ||||
Total Adjustments | $16,388 | ||||
Compensation Actually Paid | $1,515,061 | ||||
James Xiao | 2025 | ||||
Total Reported in Summary Compensation Table (SCT) | $5,984,360 | ||||
Less, value of Stock Awards reported in SCT | ($4,993,384) | ||||
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $4,083,599 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | $0 | ||||
Plus, Fair Value as of the Vesting Date of Awards Granted this Year and that Vested this Year | $0 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that Vested this Year | $0 | ||||
Less, Prior Year Fair Value of Prior Year awards that Failed to Vest this Year | $0 | ||||
Total Adjustments | ($909,785) | ||||
Compensation Actually Paid | $5,074,575 | ||||
(5) | The average Compensation Actually Paid to the non-CEO NEOs reflects the following adjustments from total compensation reported in the Summary Compensation Table: |
Average non-CEO NEO | 2025 | ||||
Total Reported in Summary Compensation Table (SCT) | $2,410,994 | ||||
Less, value of Stock Awards reported in SCT | ($1,402,579) | ||||
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $1,530,126 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | ($166,775) | ||||
Plus, Fair Value as of the Vesting Date of Awards Granted this Year and that Vested this Year | $0 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that Vested this Year | ($457,128) | ||||
Less, Prior Year Fair Value of Prior Year awards that Failed to Vest this Year | $0 | ||||
Total Adjustments | ($496,356) | ||||
Compensation Actually Paid | $1,914,638 | ||||
(6) | Peer group TSR reflects the PHLX Semiconductor Index performance as reflected in our Annual Report on Form 10-K for the fiscal year ended December 26, 2025 pursuant to Item 201(e) of Regulation S-K. For the Company and peer group TSR, each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 25, 2020. |
(7) | GAAP Revenue Growth is used as the Company selected metric and it is part of our annual incentive program and the primary component of our PSUs which measures relative revenue growth against a select group of performance peers. |
(1) | NEOs included in the above compensation columns reflect the following: |
Year | CEO(s) | NON-CEO NEOs | ||||||
2025 | Mr. Scholhamer (former); Mr. Granger (interim); Mr. Xiao (current) | Messrs. Bajwa, Cook, and McKibben and Ms. Savage | ||||||
2024 | Mr. Scholhamer | Messrs. Bajwa, Cook, and McKibben and Ms. Savage | ||||||
2023 | Mr. Scholhamer | Messrs. Chinnasami, Cook, and McKibben and Ms. Savage | ||||||
2022 | Mr. Scholhamer | Messrs. Chinnasami, Cook, and McKibben and Ms. Savage | ||||||
2021 | Mr. Scholhamer | Messrs. Chinnasami, Williams, and Bentick and Ms. Savage | ||||||
(6) | Peer group TSR reflects the PHLX Semiconductor Index performance as reflected in our Annual Report on Form 10-K for the fiscal year ended December 26, 2025 pursuant to Item 201(e) of Regulation S-K. For the Company and peer group TSR, each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 25, 2020. |
(4) | Compensation Actually Paid to our former, interim, and current CEOs reflects the following adjustments from total compensation reported in the Summary Compensation Table: |
James Scholhamer | 2025 | ||||
Total Reported in Summary Compensation Table (SCT) | $2,729,501 | ||||
Less, value of Stock Awards reported in SCT | $0 | ||||
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $0 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | $0 | ||||
Plus, Fair Value as of the Vesting Date of Awards Granted this Year and that Vested this Year | $0 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that Vested this Year | ($555,120) | ||||
Less, Prior Year Fair Value of Prior Year awards that Failed to Vest this Year | ($5,791,881) | ||||
Total Adjustments | ($6,347,000) | ||||
Compensation Actually Paid | ($3,617,499) | ||||
Clarence Granger | 2025 | ||||
Total Reported in Summary Compensation Table (SCT) | $1,498,673 | ||||
Less, value of Stock Awards reported in SCT | ($643,570) | ||||
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $0 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | $0 | ||||
Plus, Fair Value as of the Vesting Date of Awards Granted this Year and that Vested this Year | $659,958 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that Vested this Year | $0 | ||||
Less, Prior Year Fair Value of Prior Year awards that Failed to Vest this Year | $0 | ||||
Total Adjustments | $16,388 | ||||
Compensation Actually Paid | $1,515,061 | ||||
James Xiao | 2025 | ||||
Total Reported in Summary Compensation Table (SCT) | $5,984,360 | ||||
Less, value of Stock Awards reported in SCT | ($4,993,384) | ||||
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $4,083,599 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | $0 | ||||
Plus, Fair Value as of the Vesting Date of Awards Granted this Year and that Vested this Year | $0 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that Vested this Year | $0 | ||||
Less, Prior Year Fair Value of Prior Year awards that Failed to Vest this Year | $0 | ||||
Total Adjustments | ($909,785) | ||||
Compensation Actually Paid | $5,074,575 | ||||
(5) | The average Compensation Actually Paid to the non-CEO NEOs reflects the following adjustments from total compensation reported in the Summary Compensation Table: |
Average non-CEO NEO | 2025 | ||||
Total Reported in Summary Compensation Table (SCT) | $2,410,994 | ||||
Less, value of Stock Awards reported in SCT | ($1,402,579) | ||||
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $1,530,126 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | ($166,775) | ||||
Plus, Fair Value as of the Vesting Date of Awards Granted this Year and that Vested this Year | $0 | ||||
Plus (Less), Year over Year Change in Fair Value of Prior Year Awards that Vested this Year | ($457,128) | ||||
Less, Prior Year Fair Value of Prior Year awards that Failed to Vest this Year | $0 | ||||
Total Adjustments | ($496,356) | ||||
Compensation Actually Paid | $1,914,638 | ||||
The following is a list of financial performance and non-financial performance measures, which in the Company’s assessment, represent the most important measures used by the Company to link Compensation Actually Paid to the NEOs for 2025:
(i) | GAAP Revenue Growth |
(ii) | Non-GAAP Adjusted Operating Margin |
(iii) | Relative Total Shareholder Return |
(iv) | Free Cash Flow |
(v) | Strategic Programs (ERP implementation, expense reduction, site optimization and product transition goals) |
(vi) | Human Capital Goals |
For additional details regarding these performance measures, please see the sections titled “Fiscal 2025 Cash Incentive Bonuses” and “Equity Compensation” in our Compensation Discussion and Analysis elsewhere in this Proxy Statement.
As highlighted in our CD&A, one of our primary principles of our compensation program is to ensure that there is a substantial portion of compensation of executive officer pay that is at-risk and is highly dependent on the Company’s short-term and long-term financial, operation, and stock price performance.
For the average NEO, over 60% of their pay opportunity is tied to long-term equity incentives which will depend on our revenue growth and share price performance while roughly 17% of our average NEO pay is tied to annual financial and operational performance. We expect a stronger correlation to stock price performance and revenue growth through the combination of (a) having a significant portion of our pay tied to long-term incentives and (b) using PSUs linked to revenue growth and relative TSR as part of our annual long-term incentive mix. This relationship is highlighted in more detail in the next section.