UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

ULTRA CLEAN HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TABLE OF CONTENTS

TABLE OF CONTENTS

ULTRA CLEAN HOLDINGS, INC.

26462 Corporate Avenue

Hayward, CA 94545

NOTICE OF 2025 ANNUAL MEETING

OF STOCKHOLDERS

OF ULTRA CLEAN HOLDINGS, INC.

Purposes:

•

Elect our directors

•

Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2025

•

Hold an advisory vote on executive compensation

•

Conduct other business that may properly come before the annual meeting or any adjournment or postponement thereof

Adjournments or Postponements

In the event of an adjournment, postponement or emergency that may change the annual meeting’s time, date or location, we will make an announcement, issue a press release or post information at www.uct.com/investors to notify stockholders, as appropriate. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

Important Notice Regarding The Availability Of Proxy Materials For The Stockholder Meeting To Be Held On May 21, 2025: This Proxy Statement, along with our 2024 Annual Report to Stockholders, is available on the following website: http://materials.proxyvote.com.

Sincerely,

/s/ Clarence L. Granger

Clarence L. Granger

Chief Executive Officer

April 28, 2025


				Date: May 21, 2025 Time: 12:30 p.m. Pacific Time
	Virtual Meeting:
	www.virtualshareholdermeeting.com/UCTT2025
	The Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/UCTT2025, you must enter the control number found on your proxy card, voting instruction form or notice.
	Who Can Vote:
	March 26, 2025 is the record date for voting. Only stockholders of record at the close of business on that date may vote at the annual meeting or any adjournment thereof.
	All stockholders are cordially invited to attend the meeting. At the meeting, you will hear a report on our business and have a chance to meet some of our directors and executive officers.
				VOTE ONLINE
				VOTE BY PHONE
				VOTE BY MAIL Sign, date and return your proxy card in the postage-paid envelope.
				VOTE DURING THE MEETING Whether you expect to attend the meeting or not, please vote electronically via the Internet or by telephone or by completing, signing and promptly returning the enclosed proxy card in the enclosed postage-prepaid envelope. You may change your vote and revoke your proxy at any time before the polls close at the meeting by following the procedures described in the accompanying proxy statement.

TABLE OF CONTENTS

ULTRA CLEAN HOLDINGS, INC.

2025 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS


			Page
INFORMATION CONCERNING SOLICITATION AND VOTING			1
Company Overview			7
PROPOSAL 1: ELECTION OF DIRECTORS			10
Board Recommendation			13
Structure of Board of Directors and Corporate Governance Information			13
Risk Oversight			14
Environmental Social and Governance Considerations			14
Committees of Our Board of Directors			19
Consideration of Director Nominees			20
Director Compensation			21
Certain Relationships and Related Party Transactions			22
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23
Audit Fees			23
Preapproval Policy of Audit Committee of Services Performed by Independent Auditors			23
Board Recommendation			23
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			24
PROPOSAL 3: ADVISORY VOTE APPROVING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS			25
Board Recommendation			25
EXECUTIVE OFFICER COMPENSATION			26
Compensation Discussion and Analysis			26
Stock Ownership Guidelines; Policy Against Hedging Transactions and Pledges			38
Compensation Consultant			38
Compensation and People Committee Report			39
Summary Compensation Table			40
Grants of Plan-Based Awards			41
Outstanding Equity Awards			42
Stock Awards Vested			43
Nonqualified Deferred Compensation			43
Post-Termination Arrangements			43
Pay Versus Performance			46
OTHER MATTERS			49
APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP MEASURES			A-1

TABLE OF CONTENTS

ULTRA CLEAN HOLDINGS, INC.

26462 Corporate Avenue

Hayward, CA 94545

PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

May 21, 2025

Information Concerning Solicitation and Voting

Your vote is very important. For this reason, our Board of Directors is requesting that you permit your shares of common stock to be represented at our 2025 Annual Meeting of Stockholders by the proxies named on the enclosed proxy card. This proxy statement contains important information for you to consider in deciding how to vote on the matters brought before the meeting. The date of this proxy statement is April 28, 2025. The proxy statement and form of proxy are first being mailed to our stockholders on or about April 28, 2025.

General Information

Ultra Clean Holdings, Inc., referred to in this proxy statement as “Ultra Clean,” “UCT,” the “Company” or “we,” is soliciting the enclosed proxy for use at our Annual Meeting of Stockholders to be held on May 21, 2025 at 12:30 p.m., Pacific Time or at any adjournment thereof for the purposes set forth in this proxy statement. Our annual meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/UCTT2025.

In the event of an adjournment, postponement or emergency that may change the Annual Meeting’s time, date or location, we will make an announcement, issue a press release or post information at www.uct.com/investors to notify stockholders, as appropriate. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

Who May Attend and Vote at Our Annual Meeting

All holders of our common stock, as reflected in our records at the close of business on March 26, 2025, the record date for voting, may attend and vote at the meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/UCTT2025, you must enter the control number found on your proxy card, voting instruction form or notice you previously received.

Each share of common stock that you owned on the record date entitles you to one vote on each matter properly brought before the meeting. As of the record date, there were issued and outstanding 45,144,322 shares of our common stock, $0.001 par value.

Holding Shares as a “Beneficial Owner” (or in “Street Name”)

Most stockholders are considered the “beneficial owners” of their shares, that is, they hold their shares through a broker, bank or nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially or in “street name.”

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares. If you are a stockholder of record, we are sending paper copies of the proxy materials directly to you. As our stockholder of record, you have the right to grant your voting proxy directly to us by signing and mailing the enclosed proxy card or by voting on the Internet or telephone or at the annual meeting.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or nominee, you are considered the beneficial owner of shares held in street name, and the proxy statement is being forwarded to you by or on behalf of your broker, bank or nominee (who is considered the stockholder of record with respect to those shares). As the beneficial

TABLE OF CONTENTS

owner, you have the right to direct your broker, bank, or nominee how to vote by following the instructions you receive from your broker, bank or nominee. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote these shares at the annual meeting unless you request, complete and deliver a proxy from your broker, bank or nominee.

How to Vote

You may vote in person at the virtual meeting or by proxy.

Voting by Proxy. If you are a stockholder of record, you may vote by proxy over the Internet, by telephone or by mail if you complete and return the enclosed proxy card by following the instructions on the proxy card. If your shares are held in street name, you have the right to direct your broker, bank or nominee how to vote by following the instructions you receive from your broker, bank or nominee. The shares voted electronically, telephonically or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the annual meeting. We recommend that you vote by proxy even if you plan to attend the meeting. You may change your vote at the meeting even if you have previously submitted a proxy.

Voting at the Annual Meeting. The method or timing of your vote will not limit your right to vote at the annual meeting. However, if your shares are held in the name of a bank, broker or other nominee, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the annual meeting. You should allow yourself enough time prior to the annual meeting to obtain this proxy from the holder of record.

How Proxies Work

This proxy statement is furnished in connection with the solicitation of proxies by us for use at the annual meeting and at any adjournment of that meeting. If you give us your proxy, you authorize us to vote your shares at the meeting in the manner you direct. You may vote for all, some or none of our director candidates. You may also vote for or against the other proposals, or you may abstain from voting.

If you give us your proxy but do not specify how your shares shall be voted on a particular matter, your shares will be voted:

•	FOR the election of each of the named nominees for director;

•	FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm;

•	FOR the approval of the compensation of our named executive officers; and

•	with respect to any other matter that may come before the annual meeting, as recommended by our Board of Directors or otherwise in the proxies’ discretion.

Changing or Revoking Your Vote

You have the right to revoke your previously submitted proxy at any time before your proxy is exercised at the annual meeting.

If you are the stockholder of record, you may revoke your proxy by resubmitting your vote on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the annual meeting will be counted), by signing and returning a new proxy card with a later date, by attending and voting at the annual meeting or by giving written notice to our Secretary that you wish to revoke your previously submitted proxy.

If you hold shares beneficially in street name, you may revoke your proxy by submitting new voting instructions to your broker, bank or nominee by following the instructions they provide you or, if you have obtained a legal proxy from your broker, bank or nominee giving you the right to vote your shares, by attending and voting at the annual meeting.

Note that for both stockholders of record and beneficial owners, attendance at the annual meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote in person at the annual meeting.

TABLE OF CONTENTS

Important Notice Regarding Delivery of Stockholder Documents

Only one proxy statement, annual report and set of accompanying materials, if applicable, are being delivered by us to multiple stockholders sharing an address, who have consented to receiving one set of such materials, until we receive contrary instructions from any such stockholders. We will deliver, promptly upon written or oral request, a separate copy of such materials to a stockholder at a shared address to which a single copy of such materials was delivered. A stockholder who wishes to receive a separate copy of the proxy statement and accompanying materials now or in the future, or stockholders sharing an address who are receiving multiple copies of the proxy statement and accompanying materials and wish to receive a single copy of such materials, should submit a request to Broadridge, c/o Householding Department, 51 Mercedes Way, Edgewood, NY 11717 or call 800-542-1061.

Votes Needed to Hold the Meeting and Approve Proposals

In order to carry on the business of the annual meeting, the holders of a majority of the outstanding capital stock of the Company entitled to vote at a meeting of stockholders must be represented at the meeting, either in person or by proxy. Abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. Broker non-votes occur when shares held by a broker on behalf of a beneficial owner are not voted with respect to a particular proposal, which generally occurs when the broker has not received voting instructions from the beneficial owner and lacks the discretionary authority to vote the shares itself.

Election of Directors. Our Amended and Restated Bylaws provide that a director nominee must receive a majority of the votes cast with respect to such nominee in uncontested director elections (i.e., the number of shares voted “for” a director nominee must exceed the number of shares voted “against” such nominee). Accordingly, abstentions and broker non-votes will have no effect on the outcome of this proposal. If an incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, the director shall immediately tender his or her resignation to the Board. The Nominating, Environmental, Social and Corporate Governance Committee of the Board, or such other committee designated by the Board, shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose its decision regarding the resignation within 90 days following certification of the election results. If the Board accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, the remaining members of the Board may fill the resulting vacancy or may decrease the size of the Board.

Brokers do not have discretionary authority to vote shares without instructions from beneficial owners in the election of directors. Therefore, beneficial owners who are not stockholders of record and who want their votes to be counted in the election of directors must give voting instructions to their bank, broker or nominee before the date of the annual meeting.

Ratification of the appointment of our independent registered public accounting firm. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal will be required to ratify the appointment of our independent registered public accounting firm for the current fiscal year. We believe that the ratification of our independent registered public accounting firm is a routine proposal for which brokers may vote shares held on behalf of beneficial owners who have not given voting instructions with respect to that proposal. Accordingly, we do not anticipate any broker non-votes for this proposal, and abstentions will have the same effect as negative votes for this proposal.

Advisory vote on the compensation of our named executive officers. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal will be sufficient to approve, by an advisory, non-binding vote, the compensation of our named executive officers for fiscal 2024. The advisory vote on the compensation of our named executive officers, while held annually, is not considered a routine proposal; therefore, brokers lack the discretionary authority to vote shares without instructions from beneficial owners for this proposal. Abstentions will have the same effect as negative votes for this proposal, and broker non-votes will have no effect on the outcome of this proposal.

Approval of any other matter properly submitted to the stockholders at the annual meeting generally will require the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on that matter.

TABLE OF CONTENTS

Security Ownership of Certain Beneficial Owners and Management

The table below sets forth information as of March 1, 2025 regarding the beneficial ownership (as defined by Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of our common stock by:

•	each person or group known by us to own beneficially more than five percent of our common stock;

•	each of our directors, director nominees and named executive officers individually; and

•	all directors and executive officers as a group.

In accordance with applicable rules of the Securities and Exchange Commission (the “SEC”), beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable, and shares subject to restricted stock units that vest and are delivered, within 60 days of March 1, 2025. Shares issuable pursuant to the exercise of stock options, and restricted stock units that vest, in the 60 days following March 1, 2025, are deemed outstanding for the purpose of computing the ownership percentage of the person holding such options, or shares subject to restricted stock units, but are not deemed outstanding for computing the ownership percentage of any other person. The percentage of beneficial ownership for the following table is based on 45,144,322 shares of common stock outstanding as of March 1, 2025.

The address of each of the named individuals in the table below is c/o Ultra Clean Holdings, Inc., 26462 Corporate Avenue, Hayward, CA 94545 unless otherwise indicated below. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.


	SHARES OF COMMON STOCK BENEFICIALLY OWNED
NAME AND ADDRESS OF BENEFICIAL OWNER	NUMBER	PERCENT
Greater than 5% Stockholders
BlackRock, Inc.⁽¹⁾	7,201,258	16.0%
50 Hudson Yards
New York, NY 10001
The Vanguard Group⁽²⁾	4,580,193	10.1%
100 Vanguard Boulevard
Malvern, PA 19355
Dimensional Fund Advisors L.P.⁽³⁾	2,262,519	5.0%
6300 Bee Cave Road
Austin, TX 78746
Shapiro Capital Management LLC⁽⁴⁾	2,746,282	6.1%
3060 Peachtree Rd NW, Suite 1555
Atlanta, GA 30305
Named Executive Officers, Directors and Director Nominees
James P. Scholhamer⁽⁵⁾	317,616	*
Sheri L. Savage⁽⁶⁾	49,700	*
Harjinder Bajwa⁽⁷⁾	27,500	*
Christopher S. Cook⁽⁸⁾	18,533	*
Jeffrey L. McKibben⁽⁹⁾	17,859	*
Clarence L. Granger⁽¹⁰⁾	95,781	*
Thomas T. Edman⁽¹⁰⁾	37,843	*
David T. ibnAle⁽¹⁰⁾	60,543	*
Emily M. Liggett⁽¹⁰⁾	35,577	*
Ernest E. Maddock⁽¹⁰⁾	38,043	*
Barbara V. Scherer⁽¹⁰⁾	53,543	*
Jacqueline A. Seto⁽¹⁰⁾	20,752	*
Joanne Solomon⁽¹¹⁾	1,310	*
All Executive Officers and Directors as a Group (17 persons)⁽¹²⁾	865,780	1.9%

*	Less than 1%.

(1)	Based on a Schedule 13G filed on January 22, 2024 with the SEC for the period ended December 29, 2023.

(2)	Based on a Schedule 13G filed with the SEC on November 13, 2024 for the period ended July 31, 2024.

(3)	Based on a Schedule 13G filed with the SEC on April 15, 2025 for the period ended March 31, 2025.

(4)	Based on a Schedule 13G filed with the SEC on February 14, 2025 for the period ended December 31, 2024.

(5)	Mr. Scholhamer resigned, effective March 4, 2025, as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors.

TABLE OF CONTENTS

(6)

Includes (i) 16,629 performance restricted stock units that were scheduled to vest on March 31, 2025 based on achievement scores against applicable performance metrics; (ii) 2,053 restricted stock units that were scheduled to vest on March 25, 2025; (iii) 5,543 restricted stock units that were scheduled to vest on April 29, 2025; and (iv) 13,020 restricted stock units that were scheduled to vest on April 30, 2025.

(7)	No restricted stock units are scheduled to vest.

(8)	Includes (i) 7,127 restricted stock units that were scheduled to vest on April 29, 2025; and (ii) 11,406 restricted stock units that were scheduled to vest on April 30, 2025.

(9)

Includes (i) 8,314 performance restricted stock units that were scheduled to vest on March 31, 2025 based on achievement scores against applicable performance metrics; (ii) 2,772 restricted stock units that were scheduled to vest on April 29, 2025; and (iii) 6,318 restricted stock units that were scheduled to vest on April 30, 2025.

(10)	Includes 3,647 restricted stock awards that vest on the earlier of the day before the 2025 Annual Meeting of Stockholders and May 22, 2025.

(11)	Includes 1,310 restricted stock awards that vest on the date of the 2025 Annual Meeting of Stockholders.

(12)

Consists of shares beneficially owned by our current executive officers and directors as of March 1, 2025, which include (i) 32,246 performance restricted stock units that were scheduled to vest on March 31, 2025 based on achievement scores against applicable performance metrics; (ii) 2,395 restricted stock units that were scheduled to vest on March 25, 2025; (iii) 23,261 restricted stock units that were scheduled to vest on April 29, 2025; (iv) 59,648 restricted stock units that were scheduled to vest on April 30, 2025; (v) 25,529 restricted stock awards that were scheduled to vest on the earlier of the day before the 2025 Annual Meeting of Stockholders and May 22, 2025; and (vi) 1,310 restricted stock awards that vest on the date of the 2025 Annual Meeting of Stockholders.

At the close of business on March 26, 2025, the record date, we had 45,144,322 shares of common stock outstanding. Each share of our common stock is entitled to one vote on all matters properly submitted for a stockholder vote.

Delinquent Section 16(a) Reports

Section 16(a) requires our directors, executive officers and beneficial holders of 10% or more of a registered class of our equity securities to file certain reports with the SEC regarding ownership of, and transactions in, our equity securities. Based solely on a review of Forms 3, 4 and 5 and amendments thereto furnished to us and written representations we received from our directors and officers required to file the reports, we believe that all of our directors, executive officers and beneficial holders of 10% or more of a registered class of our equity securities, filed, on a timely basis, all reports required by Section 16(a) of the Exchange Act for the year ended December 27, 2024.

Cost of Proxy Solicitation

We will pay the cost of this proxy solicitation. Some of our employees may also solicit proxies, without any additional compensation. We may also reimburse banks, brokerage firms and nominees for their expenses in forwarding proxy materials to their customers who are beneficial owners of our common stock and obtaining their voting instructions.

Deadline for Receipt of Stockholder Proposals

If you wish to submit a proposal for inclusion in the proxy statement for our 2026 Annual Meeting of Stockholders, you must follow the procedures outlined in Rule 14a-8 of the Exchange Act, and we must receive your proposal at the address below no later than December 29, 2025. Stockholders intending to present a proposal at the next annual meeting without the inclusion of such proposal in the Company’s proxy materials, including for the election of director nominees, must comply with the requirements set forth in our Amended and Restated Bylaws. The Amended and Restated Bylaws require, among other things, that a stockholder must submit a written notice of intent to present such a proposal at the address below not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders (as long as the date of the annual meeting is not advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date, in which case notice must be received no earlier than 120 days prior to such meeting and no later than the later of 70 days prior to such meeting or the 10^th day following the public announcement of the date of such meeting). Therefore, we must receive notice of such proposal for the 2026 Annual Meeting of Stockholders no earlier than January 21, 2026, and no later than February 20, 2026, otherwise such notice will be considered untimely and we will not be required to present it at the 2026 Annual Meeting of Stockholders. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. In addition to the requirements contained in our Amended and Restated Bylaws, to comply with the SEC’s universal proxy rules, a stockholder who intends to solicit proxies in support of director nominees other than our nominees must comply with the additional requirements of Rule 14a-19 of the Exchange Act.

TABLE OF CONTENTS

Contacting Ultra Clean

If you have questions or would like more information about the annual meeting, you can contact us in either of the following ways:


•By telephone:			510-576-4400
•By fax:			510-576-4401
•In writing at our principal executive offices:			Ultra Clean Holdings, Inc. Attn: Secretary 26462 Corporate Avenue Hayward, CA 94545

TABLE OF CONTENTS

Company Overview

We are a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services primarily for the semiconductor industry. We offer our customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping and part and component manufacturing, as well as tool chamber parts cleaning and coating, and micro-contamination analytical services. Our Products division primarily designs, engineers and manufactures production tools, components, parts, and modules and subsystems for the semiconductor and display capital equipment markets. Products include chemical delivery modules, frame assemblies, gas delivery systems, fluid delivery systems, precision robotics and process modules as well as other high-level assemblies. Our Services division provides ultra-high purity parts cleaning, process tool part recoating, surface encapsulation and high sensitivity micro contamination analysis primarily for the semiconductor device makers and wafer fabrication equipment (“WFE”) markets.

Fiscal 2024 Year in Review

Performance Highlights

In 2024, we delivered solid results with total revenue growing 21 percent over the prior year, significantly outperforming the overall WFE market. Our unique and extensive suite of vertically integrated offerings, global manufacturing footprint, and strategic positioning with our largest customers enabled us to quickly capitalize on several windows of opportunity amid the current semiconductor equipment inventory adjustment cycle.

We believe the semiconductor market we serve will continue to grow over the long term due to multi-year industry demand from a broad range of drivers, such as new process architecture (e.g. gate all around) and memory devices (e.g. high bandwidth memory) necessary for cloud, artificial intelligence (“AI”) and machine learning (“ML”) applications. We also believe that semiconductor original equipment manufacturers (“OEM”) are increasingly relying on partners like UCT to fulfill their expanding capacity requirements. Additionally, our Services business is benefiting as device manufacturers rely on precision cleaning and coating to achieve ever more advanced devices.

Highlights:

•	Revenue increased to $2.1 billion in 2024, compared to $1.7 billion in 2023.

•

GAAP operating margin was 4.3% in 2024, compared to 2.0% in prior year. Non-GAAP* operating margin was 6.9% in 2024, compared to 4.9% in 2023. Differences in annual results were mainly due to efficiencies captured on higher volume of sales in 2024 compared to 2023, product shift, and volume shift from higher to lower-cost regions.

•	GAAP earnings (loss) per share (“EPS”) was $0.52 in 2024 and ($0.70) in 2023. Non-GAAP EPS* was $1.44 in 2024, compared to $0.56 in 2023.

•	Continued to advance global capacity while consolidating and modernizing operations into state-of-the-art, scalable facilities in strategic locations around the world.

TABLE OF CONTENTS

* In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”), management uses non-GAAP gross margin, non-GAAP operating margin and non-GAAP net income to evaluate the Company’s operating and financial results. Management believes the presentation of non-GAAP results is useful to investors for analyzing our core business and business trends and comparing performance to prior periods, along with enhancing investors’ ability to view the Company’s results from management’s perspective. The presentation of this additional information should not be considered a substitute for results prepared in accordance with GAAP.

Non-GAAP results are adjusted for amortization of intangible assets, stock-based compensation, restructuring charges, acquisition activity costs, fair value adjustments, debt refinancing costs expensed, legal-related costs and the tax effects of the foregoing adjustments. See Appendix A for a reconciliation of GAAP to non-GAAP measures and for additional information about the non-GAAP measures we use in this proxy statement.

Stock Price Performance:

The graph that follows compares the total shareholder return (TSR) of UCT’s common stock with the cumulative total return of the Nasdaq Composite Index, the Russell 2000 Index and the SOX Index for the five years ended December 31, 2024.

Over this five-year period, UCT has delivered a compound annual growth rate of 8.9% and outperformed the Russell 2000 index. This includes an extended period of global softening in end-market demand for semiconductors that began in late 2022, driven by inflationary pressures and rising interest rates that impacted consumer spending.

We will continue to synchronize our worldwide operations with our customers’ forecasts to ensure we have the flexibility and capacity to meet future demand. These efforts are creating long-lasting value to our customers and will increase UCT’s leading position within the industry over the long term.

TABLE OF CONTENTS

The following is a summary of key highlights of the Company’s financial performance for fiscal year 2024:


	YEARS ENDED
	12/27/2024	12/29/2023	INCREASE (DECREASE)	% INCREASE (DECREASE)
	(DOLLARS ARE IN MILLIONS)
Revenues	$2,097.6	$1,734.5	$363.1	20.9%
Gross margin	17.0%	16.0%	1.0%	6.2%
Non-GAAP gross margin*	17.5%	16.6%	0.9%	5.6%
Income from operations	$91.2	$35.2	$56.0	159.1%
Non-GAAP income from operations*	$145.4	$85.3	$60.1	70.5%
Operating cash flow	$65.0	$135.9	$(70.9)	-52.2%
Market capitalization at fiscal year end	$1,648.5	$1,524.2	$124.3	8.2%

In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”), management uses non-GAAP gross margin, non-GAAP operating margin and non-GAAP net income to evaluate the Company’s operating and financial results. Management believes the presentation of non-GAAP results is useful to investors for analyzing our core business and business trends and comparing performance to prior periods, along with enhancing investors’ ability to view the Company’s results from management’s perspective. The presentation of this additional information should not be considered a substitute for results prepared in accordance with GAAP.

Non-GAAP results are adjusted for amortization of intangible assets, stock-based compensation, restructuring charges, acquisition activity costs, fair value adjustments, debt refinancing costs expensed, legal-related costs and the tax effects of the foregoing adjustments. See Appendix A for a reconciliation of income from operations to non-GAAP income from operations and gross margin to non-GAAP gross margin and for additional information about the non-GAAP measures we use in this proxy statement.

TABLE OF CONTENTS

PROPOSAL 1: ELECTION OF DIRECTORS

Our Amended and Restated Bylaws provide that our Board of Directors shall be elected at the annual meeting of our stockholders, and each director so elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Our Board of Directors, at the recommendation of the Nominating, Environmental, Social and Corporate Governance Committee, has recommended for nomination the nominees for director named below. All of these nominees currently serve as our directors. Each nominee has consented to serve as a nominee, to serve as a director if elected, and to being named a nominee in this proxy statement. Barbara Scherer will not stand for reelection at the 2025 Annual Meeting of Stockholders. If a director nominee becomes unavailable before the election, your proxy authorizes the people named as proxies to vote for a replacement nominee if our Board of Directors names one.

Our Amended and Restated Bylaws provide that a director nominee must receive a majority of the votes cast with respect to such nominee in uncontested director elections (i.e., the number of shares voted “for” a director nominee must exceed the number of shares voted “against” such nominee). Accordingly, abstentions and broker non-votes will have no effect on the outcome of this proposal. If an incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, the director shall immediately tender his or her resignation to the Board. The Nominating, Environmental, Social and Corporate Governance Committee of the Board, or such other committee designated by the Board, shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose its decision regarding the resignation within 90 days following certification of the election results. If the Board accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, the remaining members of the Board may fill the resulting vacancy or may decrease the size of the Board.


NAME	POSITION/OFFICE HELD WITH THE COMPANY	AGE	DIRECTOR SINCE
Clarence L. Granger	Interim Chief Executive Officer, Chairman of the Board and Nominee for Director	76	2002
David T. ibnAle	Director and Nominee for Director	53	2002
Emily M. Liggett	Director and Nominee for Director	69	2014
Thomas T. Edman	Director and Nominee for Director	62	2015
Ernest E. Maddock	Director and Nominee for Director	67	2018
Jacqueline A. Seto	Director and Nominee for Director	58	2020
Joanne Solomon	Director and Nominee for Director	59	2025

Set forth below is information about each of our nominees for director:


			Clarence L. Granger — Interim Chief Executive Officer and Chairman Director since 2002 Age: 76 Key qualifications and expertise considered by the Board in nominating this director: • Extensive knowledge of UCT’s business, strategy, people, operations, finances and competitive position in the semiconductor capital equipment industry • Executive leadership and vision • Global network of customer, industry and government relationships
Clarence L. Granger has served as our Chairman since October 2006 and has served as our interim Chief Executive Officer since March 4, 2025. From 1996 to 2015, Mr. Granger served in multiple roles with UCT including Chief Operating Officer and Executive Vice President of Operations, culminating with 12 years as our Chief Executive Officer until his retirement. Before joining UCT, Mr. Granger held executive management roles at Seagate Technology, HMT Technology and Xidex, including the position of Chief Executive Officer for HMT Technology. Mr. Granger has a B.S. in Industrial Engineering from the University of California at Berkeley and an M.S. in Industrial Engineering from Stanford University.

TABLE OF CONTENTS


			David T. ibnAle — Independent Director Director since 2002 Age: 53 Key qualifications and expertise considered by the Board in nominating this director: • Expertise in corporate finance, accounting and strategy • Brings a thorough understanding of business management, including investment, corporate strategy and mergers and acquisitions to UCT’s growth initiatives • Qualifies as a financial expert and provides important support as a member of our Audit Committee
David T. ibnAle is a Founding and Managing Partner of Advance Venture Partners LLC. He has 26 years of experience as an investor in high-growth technology companies. Before co-founding AVP, Mr. ibnAle was a Managing Director of TPG Growth, the growth equity and middle-market investment platform of TPG. Prior to joining TPG Growth, he was an investment professional and Partner at Francisco Partners and an investment professional at Summit Partners. Mr. ibnAle has served on the Boards of Directors of several public and private technology companies, and currently serves on the Boards of Affinity, Alto Solutions, AutoLeap, Morning Consult, Nativo and UrbanSitter. Mr. ibnAle also serves as Vice Chair of the Board of Trustees and as Chair of the Investment Committee of the San Francisco Foundation and on the Board of Directors and Investment Committee of the Black Economic Alliance Venture Fund. Mr. ibnAle holds a B.A. in Public Policy and an M.A. in International Development Policy from Stanford University, and an M.B.A. from the Stanford University Graduate School of Business.

			Emily Liggett — Independent Director Director since 2014 Age: 69 Key qualifications and expertise considered by the Board in nominating this director: • CEO and management experience in a variety of technical industrial companies • Strong international perspective, having managed worldwide businesses, partnerships, and international joint ventures • Expertise in strategy, operations, new product development, sales, marketing, and business development for highly technical businesses
Emily Liggett is the Founder and Chief Executive Officer of Liggett Advisors, a strategy/implementation consulting business, since 2017. Previously, Ms. Liggett was CEO of NovaTorque, Inc., CEO of Apexon, CEO of Capstone Turbine and CEO of Elo TouchSystems. Before these roles, she held assignments in sales, marketing, operations and general management at Raychem Corporation, including GM of the Raychem Telecommunications Division. Ms. Liggett is presently a director of Materion Corporation. She was previously a director of Kaiser Aluminum, MTS Systems Corporation and of Immersion Corporation, and serves on the Purdue Research Foundation Board of Directors. As a board member, Ms. Liggett has developed expertise in oversight of corporate sustainability matters including environmental, social and governance best practices and implementation. Ms. Liggett has a B.S. in Chemical Engineering from Purdue University, an M.S. degree in Manufacturing Systems and an M.B.A. from Stanford University.


			Thomas T. Edman — Independent Director Director since 2015 Age: 62 Key qualifications and expertise considered by the Board in nominating this director: • Strong business acumen and experience in the technology industry with sizeable companies, including as CEO of a public company • Extensive experience in Asia and with compensation matters
Thomas T. Edman is currently Chief Executive Officer of TTM Technologies Inc. since 2014 and has been a member of its Board of Directors since 2004. Mr. Edman held multiple management roles at Applied Materials Inc., including Group Vice President and General Manager of the AKT Display Business Group and Corporate Vice President of Corporate Business Development. Before that he served as President and CEO of Applied Films Corporation and also as General Manager of the High Performance Materials Division of Marubeni Specialty Chemicals Inc. Mr. Edman is currently the Chairman of the IPC, a trade association for the electronics manufacturing industry. Mr. Edman holds a B.A. in East Asian Studies (Japan) from Yale University and an M.B.A. from The Wharton School at the University of Pennsylvania.

TABLE OF CONTENTS


			Ernest E. Maddock — Independent Director Director since 2018 Age: 67 Key qualifications and expertise considered by the Board in nominating this director: • Practical and strategic insight into complex financial reporting and management issues • Significant operational expertise • Knowledge of critical drivers across the semiconductor ecosystem
Ernest E. Maddock has held leadership positions at multiple global companies during his career. Mr. Maddock served as Senior Vice President and Chief Financial Officer at Micron Technology from 2015 until his retirement in 2018. Prior to joining Micron, Mr. Maddock served as Executive Vice President and Chief Financial Officer of Riverbed Technology. Before joining Riverbed, he spent 15 years at Lam Research Corporation (“Lam”), rising to Executive Vice President and Chief Financial Officer. His previous roles at Lam included Vice President, Customer Support Business Group; and Group Vice President and Senior Vice President of Global Operations. Currently, Mr. Maddock serves on the Board of Directors of Avnet, Inc., Ouster Inc., Teradyne, Inc., and previously served as a member of the Board of Directors for Intersil Corporation. Mr. Maddock holds a B.S. in Industrial Management from the Georgia Institute of Technology and an M.B.A. from Georgia State University.

			Jacqueline A. Seto — Independent Director Director since 2020 Age: 59 Key qualifications and expertise considered by the Board in nominating this director: • Deep understanding of the semiconductor industry • Proven strategic insight • Extensive experience in product development, strategy and marketing
Jacqueline A. Seto is currently Principal of Side People Consulting, partnering with emerging companies and with non-profit organizations advising on strategic and business planning, change management and other executive service consulting. Previously, Ms. Seto spent 22 years at Lam Research, where she advanced to the position of Group Vice President and General Manager of the Clean Business Unit. Her previous roles at Lam included Corporate Vice President and General Manager in the Reliant Business Unit, Vice President of Product and Strategic Marketing and Managing Director of Emerging Businesses. As a board member, Ms. Seto has developed expertise in oversight of corporate sustainability matters including environmental, social and governance best practices and implementation. Ms. Seto holds a Bachelor of Engineering in Chemical Engineering from McGill University.


			Barbara V. Scherer — Independent Director Director since 2015 Age: 68 Key qualifications and expertise considered by the Board in nominating this director: • Extensive experience in the technology industry, including significant operational expertise • Practical and strategic insight into complex financial reporting and management issues
Barbara V. Scherer’s career spans more than 30 years, including 25 years in senior financial leadership roles in the technology industry. She currently serves as a member of the board of directors for Ansys, Inc. Previously, she was a director of Netgear, Inc. from 2011 to 2024 and of Keithley Instruments Inc. from 2004 until its acquisition in 2010. Ms. Scherer was Senior Vice President, Finance and Administration and Chief Financial Officer of Plantronics Inc. from 1998 to 2012. Before Plantronics, she held executive management positions spanning 11 years in the disk drive industry, was an associate with The Boston Consulting Group and was a member of the corporate finance team at ARCO. She also served as a director of Keithley Instruments Inc., chaired audit committee from 2008-2010, and has experience serving on the boards of nonprofit organizations. Ms. Scherer received a B.A. from the University of California at Santa Barbara and an M.B.A. from the School of Management at Yale University.

TABLE OF CONTENTS


			Joanne Solomon — Independent Director Director since 2025 Age: 59 Key qualifications and expertise considered by the Board in nominating this director: • Deep understanding of corporate finance, accounting and strategy • Finance leadership in multiple technology companies and industries • Extensive experience in global expansion and acquisitions
Joanne Solomon served as Chief Financial Officer at Maxeon Solar Technologies, Ltd. from 2020 until 2021 and at Katerra Inc. from 2017 until 2019. Ms. Solomon spent sixteen years at Amkor Technology, Inc. (Amkor) from 2000 until 2016. She served as Chief Financial Officer from 2007 until 2016. Her previous roles at Amkor included, among others, Senior Vice President, Finance and Corporate Controller, and Senior Vice President, Finance and Treasurer, from 2000 until 2007. Ms. Solomon holds a Bachelor of Science in Business Administration, Accounting and Finance from Drexel University, and a Master of Business Administration in International Management from Thunderbird School of Global Management (now part of Arizona State University). Ms. Solomon also currently serves as a member of the Board of Directors for Viavi Solutions Inc. since 2022, and previously served as a member of the Board of Director for Boys and Girls Clubs of Metropolitan Phoenix (non-profit) from 2007 until 2017.

There are no family relationships among any of our directors and executive officers. There are no arrangements or understandings between any of our directors and us pursuant to which such director was or is to be selected as a director or nominee. Information related to the compensation of our Board of Directors can be found under “Director Compensation” below.

Board Recommendation


				Our Board of Directors recommends that you vote “FOR” each of the nominees to the Board of Directors set forth in this Proposal 1.

Structure of Board of Directors and Corporate Governance Information

Director Independence. We are required to comply with the director independence rules of the Nasdaq Stock Market (“Nasdaq”) and the SEC. These rules require that the board of directors of a listed company be composed of a majority of independent directors and that the audit committee, compensation and people committee and nominating, environmental, social and corporate governance committee be composed solely of independent directors.

Our Board of Directors has determined that each of our directors and director nominees is independent in accordance with applicable Nasdaq and SEC rules other than Mr. Granger. Accordingly, a majority of our current Board of Directors is independent as required by Nasdaq rules and, upon election of each of our director nominees at the 2025 Annual Meeting of Stockholders, a majority of our Board of Directors will be independent as required by Nasdaq rules.

Director Responsibilities. We are governed by our Board of Directors and its various committees that meet throughout the year. With the appointment of Ms. Solomon as a director in February 2025 and resignation of Mr. Scholhamer in March 2025, our Board of Directors currently consists of eight directors. After serving on our Board of Directors since 2015, Ms. Scherer will not stand for reelection at the 2025 Annual Meeting of Stockholders, and our Board of Directors will be reduced to seven members. During 2024, there were five meetings of our Board of Directors. We expect directors to attend and prepare for all meetings of the Board of Directors and the meetings of the committees on which they serve. Each of our directors attended 100% of the aggregate number of meetings of the Board of Directors and the committees on which he or she served during 2024.

Board Leadership Structure. Our corporate governance guidelines allow for the flexibility to combine or separate the offices of Chairman and the Chief Executive Officer to best serve the interests of the Company and its stockholders. Until Mr. Scholhamer’s resignation on March 4, 2025 as the Company’s Chief Executive Officer and a director, Mr. Scholhamer served as the Chief Executive Officer and Mr. Granger served as the Chairman of our Board of Directors. Following Mr. Scholhamer’s resignation, our Board of Directors appointed Chairman Mr. Granger to serve as interim Chief Executive Officer (while retaining his position as Chairman of our Board of Directors), temporarily combining these leadership roles. On April 25, 2025, our Board of Directors designated Emily Liggett as lead independent director. Both Mr. Granger and Ms. Liggett are expected to serve in these capacities until the Board of Directors completes its search for a permanent Chief Executive Officer. Our Board of Directors believes our current board leadership structure to be an efficient and successful leadership model for the Company, promoting clear accountability and effective decision-making. Our Board of Directors believes that Mr. Granger has conducted his duties as Chairman effectively, and our

TABLE OF CONTENTS

stockholders benefit from Mr. Granger’s service as interim Chief Executive Officer due to his deep background and experience as our former Chief Executive Officer. Our Board of Directors recognizes that a different leadership model may be warranted under different circumstances. Accordingly, our Board of Directors periodically reviews its leadership structure.

The Board also continually reviews the need for effective independent oversight. Each member of each of our Board of Director’s standing committees is an independent director, and each independent director is actively involved in independent oversight. Our independent directors meet in executive session during each regularly scheduled quarterly meeting of our Board of Directors and periodically evaluate both our Chairman and our Chief Executive Officer as well as Board and committee performance. All directors have unrestricted access to management at all times and frequently communicate with the Chairman, the Chief Executive Officer and other members of management on a variety of topics. Given the above factors, our Board of Directors has determined that our leadership structure is appropriate.

Corporate Governance. Our Board of Directors has adopted corporate governance guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and the corporate governance policies and standards applicable to us in general. In addition, we have adopted a code of business conduct and ethics that applies to all officers, directors and employees. Our corporate governance guidelines and our code of business conduct and ethics as well as the charters of the Nominating, Environmental, Social and Corporate Governance Committee, Audit Committee and Compensation and People Committee are available on our website at http://uct.com/investors/corporate-governance/. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

Communicating with our Board of Directors. Any stockholder wishing to communicate with our Board of Directors may send a letter to our Secretary at 26462 Corporate Avenue, Hayward, CA 94545. Communications intended specifically for non-employee directors should be sent to the attention of the chair of the Nominating, Environmental, Social and Corporate Governance Committee.

Annual Meeting Attendance. Our Board of Directors has adopted a policy that all members should attend each annual meeting of stockholders when practical. All incumbent directors attended the 2024 Annual Meeting of Stockholders.

Risk Oversight

Our Board of Directors plays an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board of Directors regularly reviews reports from the management team on areas of material risk to the Company, including operational, financial, legal, cyber, environmental, social and governance (“ESG”) and strategic risks. Each of the committees of our Board of Directors also oversees the management of company risks that fall within the committee’s areas of responsibility. The Audit Committee periodically reviews risks associated with financial reporting and internal controls, as well as risks associated with liquidity, customer credit, inventory reserves and cybersecurity. The Nominating, Environmental, Social and Corporate Governance Committee assists the Board in overseeing risks associated with board organization, membership, structure and ESG. The Compensation and People Committee assists the Board in reviewing whether any material risks arise from our compensation programs and in overseeing risks associated with succession planning for our executives. The Board also reviews our director and officer insurance annually.

Environmental Social and Governance Considerations

Our ESG vision is to successfully align our strategy and operations with our values as a responsible global company in a thoughtful and authentic manner. Incorporating ESG goals into our operating framework reflects our longstanding commitment to our customers, partners, shareholders, employees and the communities in which we operate.

Environmental Stewardship

			UCT is committed to sustainable solutions that minimize our environmental impact and support our long-term success. As a growing, global company, UCT is continuously improving and expanding the scope of our environmental efforts. Our policy on environmental protection is supported by the executive leadership team. The foundation of the policy is the concept of reducing, reusing and recycling to minimize our environmental footprint. We focus on continuous improvement by regularly assessing new requirements and stakeholder input. In addition, we have established an Environmental Management System that includes procedures to maintain compliance with regulatory requirements and industry best practices. We have a goal of zero environmental impact incidents. Our performance against this policy is

TABLE OF CONTENTS

			monitored via reviews and audits.
			OUR EFFORTS TO ADVANCE INDUSTRY-WIDE SOLUTIONS UCT is committed to “SuCCESS2030” (Supply Chain Certification for Environmental and Social Sustainability) spearheaded by Applied Materials. This initiative supports sustainability efforts throughout the semiconductor equipment supply chain. The goal is to build a responsible and sustainable end-to-end supply chain for the future of semiconductors. Consistent with SuCCESS2030 goals, we are an active member of the Responsible Business Alliance (“RBA”) and adhere to the RBA Code of Conduct, which is a set of social, environmental and ethical industry standards. As a participant in SuCCESS2030, we engage with Applied Materials’ external auditors and analyze operational enhancements, including auditing our suppliers to ensure adherence to RBA guidelines. We also subscribe to the RBA’s Responsible Mineral Initiative, which establishes standards for environmentally responsible and ethical business practices in the electronics industry and its supply chain. In 2022, we successfully submitted the Conflict Minerals Reporting Template and Extended Minerals Reporting Template as part of our commitment to SuCCESS2030. In 2022, UCT became a Founding Member of the Semiconductor Climate Consortium (“SCC”), the first global alliance of semiconductor ecosystem companies focused on reducing greenhouse gas emissions across the value chain. The SCC’s members are committed to the following objectives: • Collaboration – Align on common approaches, technology innovations and communications channels to continuously reduce greenhouse gas emissions. • Transparency – Publicly report progress and Scope 1, 2 and 3 emissions annually. • Ambition – Set near- and long-term decarbonization targets with the aim of reaching net zero emissions by 2050.
			SCC founding members are committed to driving climate progress within the semiconductor industry and support the Paris Agreement and related accords aimed at accelerating and intensifying the actions and investments required for a sustainable low-carbon future.
			Additionally, we are actively engaged with various industry efforts offered by our key customers, such as the Catalyze program that aims at furthering the adoption of renewable electricity throughout the global semiconductor value chain.
			To support our ambition, UCT is committed to lowering our greenhouse gas (“GHG”) emissions and sharing our progress on a timeline as required by various regulatory authorities. To achieve our objectives, since 2022 and continuing through 2023, we have been working with outside experts to develop internal processes and automated systems that will enable us to collect, analyze and report our GHG footprint across global operational sites. This system is now implemented with baseline Scope 1 and Scope 2 GHG data, as we continue to work on gathering much more complex Scope 3 data. Our reporting will be aligned with the framework developed by the Task Force on Climate-related Financial Disclosures (“TCFD”), which has emerged as the most prominent global standard for reporting in accordance with the regulatory requirements. Using this baseline, we are working on our next step to develop an initiatives roadmap aligned with our business and operations strategy, for long term emissions reduction consistent with SCC and Science Based Target Initiative. Our key customers are supportive of our plan and required data sharing roadmap with them, some of which began in 2024. Other highlights:
			ENERGY EFFICIENT OPERATIONS Increased efficiency can lower GHG emissions and other pollutants to help protect the environment. • UCT incorporates energy efficiency considerations into our capacity expansions. For example, one of our newest facilities in Malaysia recently completed a solar installation that will reduce our energy consumption over time. In addition, the site design of our recently opened state-of-the-art facility in Chandler, Arizona follows Leadership in Energy and Environmental Design (“LEED”) certification guidelines. We incorporate “Natural Light” design, LED lighting, motion sensors and energy efficient HVACs in new facilities to reduce energy consumption.

TABLE OF CONTENTS

			• Our global sites incorporate lean manufacturing methods where possible to increase energy efficiency and reduce waste.
			RESPONSIBLE USE OF RESOURCES UCT recognizes that the responsible use of natural resources is essential to sustainably growing our business and protecting the environment. • UCT follows RBA’s Responsible Minerals Assurance Process for tantalum. Tantalum is a rare metal commonly used in the electronics industry where high reliability in extreme environments is required. Tantalum is covered by regulations related to “conflict minerals” in the United States and the European Union. • Our Environmentally Clean Process (“ECP”) for tantalum-deposited parts recover up to 95% of the metal, enabling it to re-enter the commodity market and reduce the demand for mined material.

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

SEC Form DEF 14A filed by Ultra Clean Holdings Inc.