Ultra Clean (UCTT) Proxy Filing summary

Executive summary

• Fiscal 2024 revenue grew 21% to $2.1 billion, with GAAP operating margin at 4.3% and non-GAAP at 6.9%.

• GAAP EPS was $0.52, non-GAAP EPS $1.44, both up from prior year; market capitalization at year-end was $1.65 billion.

• Outperformed the wafer fab equipment market, driven by vertically integrated offerings and global footprint.

• Stock delivered a 5-year CAGR of 8.9%, outperforming the Russell 2000 index.

Voting matters and shareholder proposals

• Shareholders will vote to elect directors, ratify PwC as auditor for 2025, and approve executive compensation on an advisory basis.

• Proposals require majority approval; director elections use a majority of votes cast standard.

• Shareholder proposals for the 2026 meeting must be received by December 29, 2025 for proxy inclusion.

Board of directors and corporate governance

• Board will reduce to seven members after 2025 meeting; majority are independent per Nasdaq rules.

• Interim CEO and Chairman roles are combined temporarily; lead independent director designated.

• Board committees (Audit, Compensation and People, Nominating/ESG) are fully independent and met regularly in 2024.

• Board diversity includes women and underrepresented groups; all directors attended 2024 meetings.