Ultra Clean outlines CFO transition terms
Ultra Clean Holdings, Inc. has implemented its planned finance leadership transition.
Rhea-AI Filing Summary
Ultra Clean Holdings, Inc. has implemented its planned finance leadership transition. Sheri Savage stepped down as Chief Financial Officer effective August 5, 2026, with previously designated successor Michael Keogh assuming the CFO role on that date.
On August 4, 2026, the company and Ms. Savage entered into a Transition and Garden Leave Agreement. Ms. Savage will remain employed as a non-officer Finance Advisor through May 1, 2027, the Separation Date, during a Garden Leave Period focused on transition-related special projects. Subject to her signing and not revoking a general release of claims and complying with the agreement, she will continue to receive her August 5, 2026 base salary rate, remain eligible for a fiscal year 2026 annual bonus, and continue participation in employee benefit plans, while not receiving salary increases or new equity awards. Existing equity awards will vest in accordance with their terms during the Garden Leave Period, with unvested awards forfeiting at separation. The company states her transition does not arise from any disagreement over operations, policies, practices, or financial reporting.
Positive
- None.
Negative
- None.
Filing Explained
The agreement adds early-termination terms: if Ultra Clean ends Ms. Savage’s employment without cause before
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Transition Agreement date: August 4, 2026
CFO transition effective date: August 5, 2026
Separation Date: May 1, 2027
+2 more
5 metrics
Transition Agreement date
August 4, 2026
Date Ultra Clean Holdings and Sheri Savage entered into the Transition and Garden Leave Agreement
CFO transition effective date
August 5, 2026
Date Ms. Savage ceased to serve as CFO and Michael Keogh became CFO
Separation Date
May 1, 2027
Scheduled automatic termination date of Ms. Savage’s employment absent earlier termination
Annual bonus eligibility year
Fiscal year 2026
Ms. Savage remains eligible for an annual bonus for fiscal year 2026 during the Garden Leave Period
Exhibit number for Transition Agreement
10.1
Filed Transition and Garden Leave Agreement between Ultra Clean Holdings and Sheri Savage
Key Terms
Transition and Garden Leave Agreement, Garden Leave Period, general release of claims, at-will, +1 more
5 terms
Transition and Garden Leave Agreement regulatory
"entered into a Transition and Garden Leave Agreement with Ms. Savage"
Garden Leave Period regulatory
"the period of her continued employment, the “Garden Leave Period”"
general release of claims regulatory
"Subject to Ms. Savage’s execution and non-revocation of a general release of claims"
at-will regulatory
"Ms. Savage’s employment will terminate automatically on the Separation Date and otherwise remains at-will"
terminated for cause regulatory
"if she resigns or is terminated for cause, her compensation, benefits and continued equity vesting will cease"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What leadership change does Ultra Clean Holdings (UCTT) describe in this 8-K?
Ultra Clean Holdings reports that Sheri Savage ceased serving as Chief Financial Officer effective August 5, 2026, and that previously named successor Michael Keogh assumed the CFO role on the same date as part of a planned transition.
What is the Separation Date for former CFO Sheri Savage at UCTT?
Under the Transition and Garden Leave Agreement, May 1, 2027 is designated as Ms. Savage’s Separation Date, when her employment with Ultra Clean Holdings is scheduled to terminate automatically, unless her employment ends earlier under the agreement’s terms.
How does Ultra Clean Holdings (UCTT) define the Garden Leave Period for Sheri Savage?
The Garden Leave Period runs from August 5, 2026 until the May 1, 2027 Separation Date. During this time, Ms. Savage is a non-officer Finance Advisor, relieved of CFO duties and performing only transition-related special projects at the company’s reasonable request.
What compensation will Sheri Savage receive from UCTT during the Garden Leave Period?
Conditioned on a general release of claims and compliance, Ms. Savage will receive her base salary at the August 5, 2026 rate, remain eligible for a fiscal 2026 annual bonus, and continue in employee benefit plans, but will not receive salary increases or new equity awards.
How are Sheri Savage’s equity awards treated under UCTT’s Transition Agreement?
Her outstanding equity awards will continue to vest during the Garden Leave Period in accordance with their existing terms. Any equity awards that remain unvested when her employment ends will be forfeited as of the termination of her employment.
Which exhibit in UCTT’s 8-K contains the Transition and Garden Leave Agreement?
The Transition and Garden Leave Agreement between Ultra Clean Holdings and Sheri Savage is filed as Exhibit 10.1. Exhibit 104 covers the cover page interactive data file embedded within the Inline XBRL document.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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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:
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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).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Current Reports on Form 8-K filed by Ultra Clean Holdings, Inc. (the “Company”) on April 28, 2026 and July 8, 2026, Sheri Savage notified the Company of her intention to retire, and the Company appointed Michael Keogh to succeed her as Chief Financial Officer effective August 5, 2026.
On August 4, 2026, the Company entered into a Transition and Garden Leave Agreement with Ms. Savage (the “Transition Agreement”). Pursuant to the Transition Agreement, effective August 5, 2026, Ms. Savage ceased to serve as the Company’s Chief Financial Officer and resigned from all other officer positions she held with the Company and its subsidiaries and affiliates. Her transition was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including its financial reporting, accounting controls or procedures.
Under the Transition Agreement, Ms. Savage will remain employed by the Company as a non-officer employee with the title of Finance Advisor until May 1, 2027 (the “Separation Date”), unless her employment terminates earlier (the period of her continued employment, the “Garden Leave Period”). During the Garden Leave Period, she will be relieved of her duties as Chief Financial Officer and will perform only transition-related special projects as the Company may reasonably request.
Subject to Ms. Savage’s execution and non-revocation of a general release of claims and her continued compliance with the Transition Agreement, during the Garden Leave Period the Company will continue her base salary at the rate in effect on August 5, 2026, her eligibility for a fiscal year 2026 annual bonus, and her participation in the Company’s employee benefit plans, in each case subject to the applicable plans and policies; she will not be eligible for any salary increase or additional equity awards. Her outstanding equity awards will continue to vest during the Garden Leave Period in accordance with their terms, and any awards that remain unvested when her employment ends will be forfeited.
Ms. Savage’s employment will terminate automatically on the Separation Date and otherwise remains at-will. If the Company terminates her employment without cause before the Separation Date, the Company will continue her base salary through the original Separation Date, subject to a supplemental release of claims; if she resigns or is terminated for cause, her compensation, benefits and continued equity vesting will cease as of the date of termination.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Exhibit Description | |||||||
| 10.1* | Transition and Garden Leave Agreement, dated August 4, 2026, by and between Ultra Clean Holdings, Inc. and Sheri Savage. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
| *Filed herewith. | ||||||||
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: | August 6, 2026 | By: | /s/ Paul Y. Cho | ||||||||
| Name: Paul Y. Cho Title: General Counsel and Corporate Secretary | |||||||||||