NASDAQ: UCTT Ultra Clean Holdings, Inc. 8-K

Ultra Clean appoints Michael Keogh as CFO effective August 5, 2026

Filed July 8, 2026 · Period ending July 2, 2026 · ~1 min read

Key Changes

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Michael Keogh appointed CFO effective August 5, 2026, succeeding Sheri Savage. Keogh brings 25+ years of finance leadership across semiconductor, automotive, and technology sectors.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
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Keogh most recently served as CFO of Ford Model e and Integrated Services, shaping EV strategy and supporting multi-billion-dollar joint ventures. Previously led financial turnaround at Bright Machines.

Exhibit 99.1 view on EDGAR →
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Compensation package includes $595K base salary, 85% target bonus, and $2M initial equity grant $595,000, in RSUs vesting over three years. Eligible for annual grants split 50/50 between RSUs and PSUs.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

Ultra Clean Holdings appointed Michael Keogh as Chief Financial Officer effective August 5, 2026, replacing Sheri Savage. Keogh brings over 25 years of financial and operational leadership experience spanning semiconductor, advanced manufacturing, automotive, and technology industries.

His most recent role was CFO of Ford Model e and Integrated Services, where he shaped Ford's EV strategy and supported multi-billion-dollar joint ventures during a period of significant transformation. He previously led a financial turnaround at Bright Machines and held senior finance positions at Apple, Stanley Black & Decker, and Intel.

The appointment brings experienced leadership as Ultra Clean executes its UCT 3.0 strategy. Keogh's compensation includes a $595,000 base salary with an 85% target bonus and a $2 million initial equity grant $595,000, in restricted stock units vesting over three years. He will also be eligible for annual equity grants split evenly between RSUs and performance stock units, aligning his interests with long-term shareholder value. The transition appears routine with standard executive compensation and severance arrangements.

Section-by-Section Diff

Event · Exhibit 99.1

~600 words View exhibit on EDGAR ↗

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Ultra Clean Holdings, Inc. (Nasdaq: UCTT) today announced the appointment of Michael Keogh as Chief Financial Officer, effective August 5, 2026. Mr. Keogh succeeds Sheri Savage and will report to Chief Executive Officer James Xiao.

Ultra Clean appointed Michael Keogh as Chief Financial Officer effective August 5, 2026. He succeeds Sheri Savage and will report to CEO James Xiao. The appointment brings experienced financial leadership as the company executes its UCT 3.0 strategy.

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Added in current filing · view on EDGAR →

Mr. Keogh brings more than 25 years of global financial and operational leadership experience spanning the semiconductor, advanced manufacturing, automotive, and technology industries. He has built a distinguished track record of leading business transformations, improving financial and operational performance, and partnering with executive teams to scale complex global organizations.

The new CFO brings over 25 years of experience across semiconductor, advanced manufacturing, automotive, and technology sectors. His background includes business transformations and scaling global organizations, relevant to Ultra Clean's semiconductor equipment focus.

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

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Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

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On July 8, 2026, Ultra Clean Holdings, Inc. (the “Company”) announced that Michael Keogh will become the Company’s next Chief Financial Officer, effective August 5, 2026.

Ultra Clean Holdings has appointed Michael Keogh as its new Chief Financial Officer, effective August 5, 2026. Mr. Keogh, age 55, brings extensive finance leadership experience from Ford Motor Co., Bright Machines, Stanley Black & Decker, Apple, and Intel, including roles leading IPO readiness, capital raising, and global finance organizations.

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Pursuant to the offer letter filed as Exhibit 10.1 hereto, the Company has agreed to pay Mr. Keogh an annual base salary of $595,000, with an annual target bonus equal to 85% of his base salary

Mr. Keogh will receive an annual base salary of $595,000 with an annual target bonus of 85% of base salary (approximately $505,750 at target). This establishes the cash compensation structure for the incoming CFO.

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an initial equity grant of restricted stock units of the Company (“RSUs”) valued at $2,000,000. Mr. Keogh will also be eligible for annual equity grants consisting of 50% RSUs and 50% performance stock units (“PSUs”). All equity grants are subject to the terms and conditions of the Company’s Amended and Restated Stock Incentive Plan. All RSUs will vest over a three (3) year period, with equal parts vesting on each anniversary of Mr. Keogh's start date. All PSUs will vest at the end of a 3-year performance period, in accordance with the vesting criteria set forth in the Company’s PSU award program established by the Board of Directors.

Mr. Keogh will receive an initial equity grant of RSUs valued at $2,000,000, vesting equally over three years. He will also be eligible for annual equity grants split 50/50 between RSUs (three-year vesting) and PSUs (three-year performance period). This equity structure aligns the new CFO's interests with long-term shareholder value.

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Under the Severance Policy and Mr. Keogh's offer letter, if Mr. Keogh is terminated without cause prior to a change in control (or resigns for good reason) and he signs a release of claims, he is entitled to receive (i) 100% of his then-current base salary, (ii) 100% of his annual bonus (based on the average annual cash bonus over the prior three years), (iii) 12 months of COBRA premiums and (iv) accelerated vesting of equity awards that would vest within 12 months. Under his Change in Control Severance Agreement, if a termination of employment occurs 3 months prior to or within 12 months after a change in control (including a resignation for good reason), Mr. Keogh's severance benefits would be increased to 150% of the sum of his then-current base salary and annual cash bonus as determined by the Company over the prior three years, 24 months of COBRA premiums and accelerated vesting of all of his unvested and outstanding equity awards.

Mr. Keogh's severance package includes standard protections: if terminated without cause or he resigns for good reason, he receives 100% of base salary, 100% of average annual bonus, 12 months COBRA, and 12-month equity acceleration. In a change-in-control scenario (within 3 months before or 12 months after), benefits increase to 150% of base plus bonus, 24 months COBRA, and full equity acceleration. These are typical executive retention and change-in-control protections.