Ultra Clean Holdings (NASDAQ: UCTT) taps Michael Keogh as new CFO
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Ultra Clean Holdings, Inc. is appointing Michael Keogh as Chief Financial Officer, effective August 5, 2026, succeeding Sheri Savage and reporting to CEO James Xiao. The company highlights his 25+ years of finance and operations leadership across semiconductor, advanced manufacturing, automotive, and technology industries.
Under his offer letter, Keogh will receive a $595,000 annual base salary, a target bonus equal to 85% of base salary, and an initial grant of Company RSUs valued at $2,000,000. RSUs vest in equal parts over three years, while PSUs vest after a three-year performance period under the company’s PSU program.
If terminated without cause or he resigns for good reason before a change in control, Keogh is eligible for 100% of base salary, 100% of his annual bonus based on a three-year average, 12 months of COBRA premiums, and accelerated vesting of equity awards that would vest within 12 months. If termination occurs around a change in control under his Change in Control Severance Agreement, cash severance increases to 150% of base salary plus bonus, COBRA coverage extends to 24 months, and all unvested equity awards accelerate.
Positive
- None.
Negative
- None.
Insights
New CFO hire with market-level pay and robust change-in-control protection.
Ultra Clean appoints Michael Keogh as CFO with a blend of cash, RSUs, and PSUs, aligning a significant portion of compensation with multi-year performance. His background at Ford, Apple, Stanley Black & Decker, Intel, and Bright Machines brings large-company operational and capital markets experience.
The package includes standard executive severance if he is terminated without cause or resigns for good reason, plus enhanced terms tied to a change in control. These protections, including up to 150% of pay and full equity acceleration after qualifying change-in-control terminations, are common for senior roles and may help attract and retain talent without clearly altering the company’s financial profile.
Equity components that vest over three years and performance-based PSUs establish a longer-term incentive horizon. Actual impact on shareholder outcomes will depend on future performance under the UCT 3.0 strategy and how effectively Keogh supports disciplined capital allocation and operational execution as outlined by the company.
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, and exhibit attachments filed with this report.
Key Figures
CFO base salary: $595,000 per year
Target bonus: 85% of base salary
Initial RSU grant value: $2,000,000 in RSUs
+5 more
8 metrics
CFO base salary
$595,000 per year
Annual base salary for Michael Keogh as CFO
Target bonus
85% of base salary
Annual target cash bonus opportunity for CFO role
Initial RSU grant value
$2,000,000 in RSUs
Initial equity grant to Michael Keogh at hire
RSU vesting period
3 years
RSUs vest in equal parts annually over three years
PSU performance period
3 years
PSUs vest at end of three-year performance period
Standard severance cash multiple
100% of salary and bonus
Pre–change-in-control termination benefits for CFO
Change-in-control severance multiple
150% of salary and bonus
Termination near change in control for CFO
COBRA coverage
12–24 months
12 months standard, 24 months upon qualifying change-in-control termination
Key Terms
performance stock units, Change in Control Severance Agreement, COBRA premiums, Severance Policy, +2 more
6 terms
performance stock units financial
"Mr. Keogh will also be eligible for annual equity grants consisting of 50% RSUs and 50% performance stock units"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Change in Control Severance Agreement financial
"and has entered into a Change in Control Severance Agreement with the Company, effective August 5, 2026"
Severance Policy financial
"Mr. Keogh will be entitled to severance benefits under the Company’s current policy for Severance Benefits for Executive Officers (the “Severance Policy”)"
restricted stock units financial
"an initial equity grant of restricted stock units of the Company (“RSUs”) valued at $2,000,000"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
IPO readiness initiatives financial
"In that role, Mr. Keogh led the company's IPO readiness initiatives, capital raising activities, and SEC reporting efforts"
FAQ
Who is the new Chief Financial Officer of Ultra Clean Holdings (UCTT)?
Ultra Clean Holdings appointed Michael Keogh as Chief Financial Officer, effective August 5, 2026. He succeeds Sheri Savage and will report to CEO James Xiao, bringing more than 25 years of global financial and operational leadership across semiconductor, advanced manufacturing, automotive, and technology industries.
What is the compensation package for UCTT’s new CFO Michael Keogh?
Michael Keogh will receive a $595,000 annual base salary, an annual target bonus equal to 85% of base salary, and an initial RSU grant valued at $2,000,000. He will also be eligible for ongoing annual equity grants split between RSUs and performance stock units.
How do Michael Keogh’s RSUs and PSUs at Ultra Clean (UCTT) vest?
All RSUs granted to Michael Keogh will vest over three years, in equal portions on each anniversary of his start date. Performance stock units will vest at the end of a three-year performance period, based on criteria in Ultra Clean’s PSU award program approved by the board.
What severance is Michael Keogh entitled to at Ultra Clean Holdings (UCTT)?
If terminated without cause or he resigns for good reason before a change in control, Keogh is entitled to 100% of base salary, 100% of his average annual bonus, 12 months of COBRA premiums, and accelerated vesting of equity awards scheduled to vest within 12 months, subject to a release of claims.
What change-in-control protections does UCTT’s CFO Michael Keogh have?
Under his Change in Control Severance Agreement, if termination occurs three months before or within 12 months after a change in control, Keogh may receive 150% of base salary plus bonus, 24 months of COBRA premiums, and accelerated vesting of all unvested and outstanding equity awards.
What prior experience does Ultra Clean’s new CFO Michael Keogh bring to UCTT?
Michael Keogh previously served as CFO of Ford Model e and Integrated Services, CFO and COO of Bright Machines, and held senior finance roles at Apple, Stanley Black & Decker, and Intel. His experience spans global manufacturing, R&D, strategy, capital markets, and large-scale business transformations.
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
Date of Report (Date of earliest event reported): | ||
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s Telephone Number, Including Area Code: | ||
| 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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 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. Mr. Keogh, age 55, recently co-founded BuildQM, Inc. in March 2025, and has been serving as an advisor to Frontera Holding Company, Inc. since November 2024. Prior to that, Mr. Keogh served as Chief Financial Officer of Ford Model e Segment and Ford Integrated Services at Ford Motor Co., leading their global finance organization from October 2022 to September 2024. Mr. Keogh served as both Chief Financial Officer and Chief Operating Officer at Bright Machines, Inc., a business-to-business automation company, from July 2021 to June 2022. In that role, Mr. Keogh led the company's IPO readiness initiatives, capital raising activities, and SEC reporting efforts. Prior to that, Mr. Keogh served as Senior Vice President and General Manager of Stanley X, the innovation and venture business unit of Stanley Black & Decker, Inc., from January 2019 to July 2021, and as Chief Financial Officer, Global Emerging Markets and Stanley X Incubation from July 2018 to December 2018. Before joining Stanley Black & Decker, Mr. Keogh held several finance leadership positions at Apple Inc. from June 2012 to July 2018, including Senior Finance Director, Research and Development and Corporate Development, Director of Corporate Financial Planning and Analysis, and Director of Finance, Worldwide Operations. Earlier in his career, Mr. Keogh held finance and general management leadership positions at Intel Corporation from July 1999 to June 2012 in the United States, China, Malaysia and the Philippines, including Philippines Chief Financial Officer, Interim General Manager, Senior Director of Strategy and other finance and operations leadership roles.
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, and 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 be entitled to severance benefits under the Company’s current policy for Severance Benefits for Executive Officers (the “Severance Policy”) and the offer letter, and has entered into a Change in Control Severance Agreement with the Company, effective August 5, 2026. 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. In connection with Mr. Keogh's employment, we expect that Mr. Keogh will enter into the Company’s standard Indemnification Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Exhibit Description | |||||||
| 10.1* | Offer Letter between the Company and Michael Keogh | |||||||
| 99.1 | Press Release dated July 8, 2026 | |||||||
| 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: | July 8, 2026 | By: | /s/ Paul Y. Cho | ||||||||
| Name: Paul Y. Cho Title: General Counsel and Corporate Secretary | |||||||||||
Exhibit 99.1
| Press Release | Source: Ultra Clean Holdings, Inc. | ||||
Ultra Clean Appoints Michael Keogh as Chief Financial Officer
HAYWARD, Calif., July 8, 2026 – 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.
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.
“Mike is a highly accomplished finance executive whose best-in-class experience extends well beyond traditional finance leadership,” said James Xiao, CEO. “His combination of strategic vision, capital markets expertise, and global manufacturing experience makes him an outstanding addition to our leadership team. As we continue executing our UCT 3.0 strategy and positioning the company for long-term growth, Mike's leadership will help strengthen our execution, support disciplined capital allocation, and create long-term value for our shareholders.”
“I look forward to partnering with James and the leadership team to help drive the UCT 3.0 strategy and position the company for its next phase of growth as demand for advanced manufacturing capacity across the semiconductor equipment ecosystem continues to accelerate,” added Mike Keogh.
Most recently, Mr. Keogh served as Chief Financial Officer of Ford Model e and Integrated Services, where he was instrumental in shaping Ford's EV strategy, supporting multi-billion-dollar joint ventures, and advancing capital allocation decisions during a period of significant business transformation. Previously, as Chief Financial Officer of Bright Machines, he led the company's financial turnaround. Earlier in his career, he held senior finance leadership positions at Apple, Stanley Black & Decker, and Intel, supporting global manufacturing, research and development, enterprise strategy, and business expansion.
Mr. Keogh holds a Master of Business Administration from Cornell University and a Bachelor of Arts in Industrial Relations from the University of North Carolina at Chapel Hill.
About Ultra Clean Holdings, Inc.
Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry. Under its Products division, UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping, and high-precision manufacturing. Under its Services Division, UCT offers its customers tool chamber parts cleaning and coating, as well as micro-contamination analytical services. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.
Contact:
Rhonda Bennetto
SVP, Investor Relations
rbennetto@uct.com