Ultra Clean Holdings (UCTT) ousts COO, hires Robert Wunar with $1.5M equity

Rhea-AI Filing Summary

Ultra Clean Holdings, Inc. reported that it terminated the employment of its Chief Operating Officer, Harjinder Bajwa, effective January 25, 2026. Under the company’s executive policy, he will receive severance benefits.

The Board appointed Robert Wunar, age 58, as the new Chief Operating Officer, effective March 23, 2026. His annual base salary will be $475,000, with eligibility for a management bonus targeting 85% of base salary after one full quarter of employment. Subject to shareholder approval at the next annual meeting, he is expected to receive equity awards valued at $1,500,000, split evenly between time-based and performance-based stock units, with the time-based portion vesting in three equal annual installments. He will also receive a $200,000 sign-on bonus, subject to clawback if he resigns or is terminated for cause within 12 months of his start date.

Insights

Corporate governance and executive compensation analyst

Company replaces COO and sets a sizable, performance-linked pay package.

Ultra Clean Holdings removed its prior Chief Operating Officer, Harjinder Bajwa, effective January 25, 2026, and named Robert Wunar as COO starting March 23, 2026. The filing lists Wunar’s extensive prior operational roles at Applied Materials, SolarCity, and other firms.

His compensation combines a $475,000 base salary, a target bonus equal to 85% of salary, and prospective equity awards valued at $1,500,000, split between time-based and performance-based stock units, plus a $200,000 sign-on bonus with a 12‑month clawback condition.

This structure ties a meaningful portion of pay to equity and performance metrics while adding retention features through multi-year vesting and the sign-on bonus clawback. The filing states there are no related‑party arrangements or disclosed transactions involving Wunar, which underscores a straightforward appointment process.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2026

Ultra Clean Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

000-50646

61-1430858

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

26462 Corporate Avenue

Hayward, California

94545

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 510 576-4400

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

UCTT

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 25, 2026, Mr. Harjinder Bajwa’s employment as the Chief Operating Officer of Ultra Clean Holdings, Inc. (the “Company”) was terminated effective immediately. Mr. Bajwa will receive severance benefits pursuant to the Company's policy on Severance Benefits for Executive Officers (filed as Exhibit 10.1 to the Company’s Form 10-Q filed on October 29, 2025).

On January 25, 2026, the Board of Directors of the Company appointed Mr. Robert Wunar as the Company’s Chief Operating Officer, effective March 23, 2026 (the “Start Date”). Prior to joining the Company, Mr. Wunar, 58, served as Managing Director of Business Unit Operations at Applied Materials, Inc. from November 2020 to January 2026, as Managing Partner at Applied Manufacturing Group, Inc. from December 2019 to November 2020, as Principal at HelmSmart Consulting from January 2017 to December 2019, and as Senior Director, Business Operations, at SolarCity from December 2014 to December 2016. Prior to that, he served in various roles at Applied Materials, Inc. from July 1992 to December 2014. Mr. Wunar holds a Bachelor of Science in Electronics Engineering Technology from DeVry Institute of Technology. Mr. Wunar’s salary will be $475,000 per year. Mr. Wunar is also eligible to participate in the Company’s management bonus plan, which includes an initial target bonus of 85% of his base salary on an annualized basis after one full quarter of employment. Subject to the approval of the Company’s shareholders at its next annual meeting, Mr. Wunar will also be granted an equity award with a grant date value of $1,500,000 (one-half in time-based restricted stock units and one-half in performance-based stock units, with the time-based restricted stock units vesting over three years in three equal annual installments), and shall otherwise be subject to the terms and conditions set forth in the Company’s standard form of restricted stock unit agreement and stock incentive plan. In addition, Mr. Wunar will receive a sign-on bonus of $200,000, that will be subject to clawback if Mr. Wunar resigns from the Company or his employment is terminated for “cause” in each case within 12 months of the Start Date.

There are no arrangements or understandings between Mr. Wunar and any other persons pursuant to which he was appointed as the Company’s Chief Operating Officer, and no family relationships among any of the Company's directors or executive officers and Mr. Wunar. Mr. Wunar has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

									ULTRA CLEAN HOLDINGS, INC.
Date:			January 28, 2026			By:			/s/ Paul Y. Cho
									Name: Paul Y. Cho Title: General Counsel and Corporate Secretary

FAQ

What executive leadership change did Ultra Clean Holdings (UCTT) disclose in this 8-K?

Ultra Clean Holdings terminated Chief Operating Officer Harjinder Bajwa’s employment effective January 25, 2026, and appointed Robert Wunar as the new COO, effective March 23, 2026. The filing outlines Wunar’s background and full compensation package, including salary, bonus eligibility, equity awards, and a sign-on bonus.

What is the new COO Robert Wunar’s base salary at Ultra Clean Holdings (UCTT)?

Robert Wunar’s base salary as Chief Operating Officer will be $475,000 per year. In addition to salary, he is eligible for the management bonus plan with an initial target bonus equal to 85% of his base salary after one full quarter of employment with the company.

What equity compensation will Ultra Clean Holdings (UCTT) grant to new COO Robert Wunar?

Subject to shareholder approval at the next annual meeting, Robert Wunar will receive equity awards with a grant date value of $1,500,000. Half will be time-based restricted stock units vesting over three years, and half performance-based stock units, under the company’s standard stock incentive plan documents.

Does Ultra Clean Holdings (UCTT) provide a sign-on bonus to new COO Robert Wunar?

Yes. Robert Wunar will receive a $200,000 sign-on bonus. This bonus is subject to clawback if he resigns or is terminated for cause within 12 months of his March 23, 2026 start date, creating an added retention and performance incentive during his first year.

Will former COO Harjinder Bajwa receive severance from Ultra Clean Holdings (UCTT)?

Yes. After his employment termination effective January 25, 2026, Harjinder Bajwa will receive severance benefits under Ultra Clean Holdings’ policy on Severance Benefits for Executive Officers, which the company previously filed as an exhibit to a Form 10-Q referenced in this disclosure.

Are there any related-party relationships disclosed for new COO Robert Wunar at Ultra Clean Holdings (UCTT)?

No. The company states there are no arrangements or understandings with other persons behind his appointment, no family relationships with directors or officers, and no material interests in related transactions requiring disclosure under Item 404(a) of Regulation S-K.