Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Registrant Name | Ultra Clean Holdings, Inc. |
Entity Central Index Key | 0001275014 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance The following table sets forth additional compensation information of our Principal Executive Officer (PEO) and our other (non-PEO) NEOs along with total shareholder return, net income, and GAAP revenue growth performance results for our fiscal years 2020, 2021 and 2022. Year (1) Summary Comp Table Total for PEO (2) Compensation Actually Paid to PEO (3)(4) Average Summary Comp Table Total for non-PEO NEOs (2) Average Compensation Actually Paid to non-PEO NEOs (3)(5) Company’s Total Shareholder Return (6) Peer Group Total Shareholder Return (6) GAAP Net Income GAAP REVENUE GROWTH (7) (a) (b) (c) (d) (e) (f) (g) (h) (i) 2022 $4,240,158 ($ 505,820) $1,875,468 $ 597,626 $142 $123 $ 40,400,000 13% 2021 $5,201,766 $11,184,818 $1,754,208 $4,029,427 $245 $219 $119,500,000 50% 2020 $3,417,579 $ 5,684,347 $1,571,782 $2,441,747 $135 $145 $ 77,600,000 31% (1) NEOs included in the above compensation columns reflect the following: Year PEO #1 Non-PEO NEOs 2022 Mr. Scholhamer Messrs. Chinnasami, Cook, and McKibben and Ms. Savage 2021 Mr. Scholhamer Messrs. Chinnasami, Williams, and Bentick and Ms. Savage 2020 Mr. Scholhamer Messrs. Chinnasami, Williams, and Bentick and Ms. Savage (2) Amounts reported in this column represent (i) the total compensation as reported in the Summary Compensation Table for the applicable year in the case of Mr. Scholhamer (for each year where he served as principal executive officer) and (ii) the average of the total compensation as reported in the Summary Compensation Table for the Company’s other NEOs for the applicable year. (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of last day of the applicable fiscal year or, if earlier, the vesting date (rather than the grant date). (4) Compensation Actually Paid to PEO (Mr. Scholhamer) reflects the following adjustments from Total compensation reported in the Summary Compensation Table: 2022 2021 2020 Total Reported in Summary Compensation Table (SCT) $4,240,158 $ 5,201,766 $3,417,579 Less, value of Stock Awards reported in SCT ($2,598,339) ($ 3,682,347) ($1,999,988) Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding $2,698,404 $ 3,934,688 $4,079,871 Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested ($8,172,522) $ 64,592 ($1,454,473) Plus, FMV of Awards Granted this Year and that Vested this Year $ 0 $ 0 $ 0 Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year $3,326,480 $ 5,666,119 $1,641,358 Less Prior Year Fair Value of Prior Year awards that Failed to vest this year $ 0 $ 0 $ 0 Total Adjustments ( $ 5,983,052 $2,266,768 Actual Compensation Paid ($ 505,820) $11,184,818 $5,684,347 (5) The average Compensation Actually Paid to the non-PEO NEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table: 2022 2021 2020 Total Reported in Summary Compensation Table (SCT) $1,875,468 $1,754,208 $1,571,782 Less, value of Stock Awards reported in SCT ($ 976,788) ($ 877,559) ($ 709,979) Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding $ 903,986 $ 940,546 $1,448,319 Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested ($2,083,659) $ 92,548 ($ 376,816) Plus, FMV of Awards Granted this Year and that Vested this Year $ 0 $ 0 $ 0 Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year $ 878,620 $ 2,119,683 $ 508,440 Less Prior Year Fair Value of Prior Year awards that Failed to vest this year $ 0 $ 0 $ 0 Total Adjustments ($1,277,842) $2,275,219 $ 869,965 Actual Compensation Paid $ 597,626 $4,029,427 $2,441,747 (6) Peer group TSR reflects the RDG Semiconductor Composite Index performance as reflected in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 pursuant to Item 201(e) of Regulation S-K. For the Company and peer group TSR, each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 28, 2019. (7) GAAP Revenue Growth is used as the Company selected metric and it is part of our annual incentive program and the primary component of our PSUs which measures relative revenue growth against a select group of performance peers. | ||
Company Selected Measure Name | GAAP Revenue Growth | ||
Named Executive Officers, Footnote [Text Block] | (1) NEOs included in the above compensation columns reflect the following: Year PEO #1 Non-PEO NEOs 2022 Mr. Scholhamer Messrs. Chinnasami, Cook, and McKibben and Ms. Savage 2021 Mr. Scholhamer Messrs. Chinnasami, Williams, and Bentick and Ms. Savage 2020 Mr. Scholhamer Messrs. Chinnasami, Williams, and Bentick and Ms. Savage | ||
Peer Group Issuers, Footnote [Text Block] | (6) Peer group TSR reflects the RDG Semiconductor Composite Index performance as reflected in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 pursuant to Item 201(e) of Regulation S-K. For the Company and peer group TSR, each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 28, 2019. | ||
PEO Total Compensation Amount | $ 4,240,158 | $ 5,201,766 | $ 3,417,579 |
PEO Actually Paid Compensation Amount | $ (505,820) | 11,184,818 | 5,684,347 |
Adjustment To PEO Compensation, Footnote [Text Block] | (4) Compensation Actually Paid to PEO (Mr. Scholhamer) reflects the following adjustments from Total compensation reported in the Summary Compensation Table: 2022 2021 2020 Total Reported in Summary Compensation Table (SCT) $4,240,158 $ 5,201,766 $3,417,579 Less, value of Stock Awards reported in SCT ($2,598,339) ($ 3,682,347) ($1,999,988) Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding $2,698,404 $ 3,934,688 $4,079,871 Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested ($8,172,522) $ 64,592 ($1,454,473) Plus, FMV of Awards Granted this Year and that Vested this Year $ 0 $ 0 $ 0 Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year $3,326,480 $ 5,666,119 $1,641,358 Less Prior Year Fair Value of Prior Year awards that Failed to vest this year $ 0 $ 0 $ 0 Total Adjustments ( $ 5,983,052 $2,266,768 Actual Compensation Paid ($ 505,820) $11,184,818 $5,684,347 | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,875,468 | 1,754,208 | 1,571,782 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 597,626 | 4,029,427 | 2,441,747 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (5) The average Compensation Actually Paid to the non-PEO NEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table: 2022 2021 2020 Total Reported in Summary Compensation Table (SCT) $1,875,468 $1,754,208 $1,571,782 Less, value of Stock Awards reported in SCT ($ 976,788) ($ 877,559) ($ 709,979) Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding $ 903,986 $ 940,546 $1,448,319 Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested ($2,083,659) $ 92,548 ($ 376,816) Plus, FMV of Awards Granted this Year and that Vested this Year $ 0 $ 0 $ 0 Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year $ 878,620 $ 2,119,683 $ 508,440 Less Prior Year Fair Value of Prior Year awards that Failed to vest this year $ 0 $ 0 $ 0 Total Adjustments ($1,277,842) $2,275,219 $ 869,965 Actual Compensation Paid $ 597,626 $4,029,427 $2,441,747 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Relationship Between the Company’s Pay and Performance: Below are graphs showing the relationship of “compensation actually paid” (CAP) to our Chief Executive Officer and other named executive officers in 2020, 2021 and 2022 to (1) TSR of both the Company and the RDG Semiconductor Composite Index, (2) the Company’s net income and (3) the Company’s GAAP revenue growth. | ||
Compensation Actually Paid vs. Net Income [Text Block] | Relationship Between the Company’s Pay and Performance: Below are graphs showing the relationship of “compensation actually paid” (CAP) to our Chief Executive Officer and other named executive officers in 2020, 2021 and 2022 to (1) TSR of both the Company and the RDG Semiconductor Composite Index, (2) the Company’s net income and (3) the Company’s GAAP revenue growth. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Relationship Between the Company’s Pay and Performance: Below are graphs showing the relationship of “compensation actually paid” (CAP) to our Chief Executive Officer and other named executive officers in 2020, 2021 and 2022 to (1) TSR of both the Company and the RDG Semiconductor Composite Index, (2) the Company’s net income and (3) the Company’s GAAP revenue growth. | ||
Total Shareholder Return Vs Peer Group [Text Block] | Relationship Between the Company’s Pay and Performance: Below are graphs showing the relationship of “compensation actually paid” (CAP) to our Chief Executive Officer and other named executive officers in 2020, 2021 and 2022 to (1) TSR of both the Company and the RDG Semiconductor Composite Index, (2) the Company’s net income and (3) the Company’s GAAP revenue growth. | ||
Tabular List [Table Text Block] | The following is a list of financial performance and non-financial performance measures, which in the Company’s assessment, represent the most important measures used by the Company to link compensation actually paid to the NEOs for 2022: (i) GAAP Revenue Growth (ii) Non-GAAP Adjusted Operating Margin (iii) Relative Total Shareholder Return (iv) Free Cash Flow (v) Strategic Programs (ERP implementation, expense reduction, site optimization and product transition goals) (vi) Human Capital Goals For additional details regarding these performance measures, please see the sections titled “Fiscal 2022 Cash Incentive Bonuses” and “Equity Compensation” in our Compensation Discussion and Analysis elsewhere in this Proxy Statement. | ||
Total Shareholder Return Amount | $ 142 | 245 | 135 |
Peer Group Total Shareholder Return Amount | 123 | 219 | 145 |
Net Income (Loss) | $ 40,400,000 | $ 119,500,000 | $ 77,600,000 |
Company Selected Measure Amount | 0.13 | 0.50 | 0.31 |
PEO Name | Mr. Scholhamer | Mr. Scholhamer | Mr. Scholhamer |
Additional 402(v) Disclosure [Text Block] | As highlighted in our CD&A, one of our primary principles of our compensation program is to ensure that there is a substantial portion of compensation of executive officer pay that is at-risk and is highly dependent on the Company’s short-term and long-term financial, operation, and stock price performance. For our executives, over 40% of their opportunity is tied to long-term equity incentives which will depend on our revenue growth and share price performance while roughly 20% of our executive pay is tied to annual financial and operational performance. We expect a stronger correlation to stock price performance and revenue growth through the combination of (a) having a significant portion of our pay tied to long-term incentives and (b) using PSUs linked to revenue growth and relative TSR as part of our annual long-term incentive mix. This relationship is highlighted in more detail in the next section. | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | GAAP Revenue Growth | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Non-GAAP Adjusted Operating Margin | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative Total Shareholder Return | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Free Cash Flow | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Strategic Programs (ERP implementation, expense reduction, site optimization and product transition goals) | ||
Measure [Axis]: 6 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Human Capital Goals | ||
PEO [Member] | Total Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (4,745,978) | $ 5,983,052 | $ 2,266,768 |
PEO [Member] | Value of Stock Awards Reported in SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,598,339) | (3,682,347) | (1,999,988) |
PEO [Member] | Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,698,404 | 3,934,688 | 4,079,871 |
PEO [Member] | Change in Fair Value of Prior Year Awards that are Outstanding and Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (8,172,522) | 64,592 | (1,454,473) |
PEO [Member] | FMV of Awards Granted this Year and that Vested this Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,326,480 | 5,666,119 | 1,641,358 |
PEO [Member] | Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Total Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,277,842) | 2,275,219 | 869,965 |
Non-PEO NEO [Member] | Value of Stock Awards Reported in SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (976,788) | (877,559) | (709,979) |
Non-PEO NEO [Member] | Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 903,986 | 940,546 | 1,448,319 |
Non-PEO NEO [Member] | Change in Fair Value of Prior Year Awards that are Outstanding and Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,083,659) | 92,548 | (376,816) |
Non-PEO NEO [Member] | FMV of Awards Granted this Year and that Vested this Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 878,620 | 2,119,683 | 508,440 |
Non-PEO NEO [Member] | Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | $ 0 | $ 0 |