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

On June 23, 2022, the Board of Directors (the "Board") of Ultra Clean Holdings, Inc. (the "Company") appointed Brian E. Harding as the Company's Chief Accounting Officer, effective June 24, 2022.

Prior to joining the Company, Mr. Harding, 41, served as Vice President and Corporate Controller at The Greenbrier Companies from March 2020 to June 2022, and as Vice President, Corporate Controller and Principal Accounting Officer from May 2016 to March 2020 and as Director of Finance and Accounting from May 2014 to May 2016 at FLIR Systems, Inc. (now part of Teledyne Technologies). He previously served in various roles at KPMG from October 2003 to May 2014. Mr. Harding holds a Bachelor of Arts in Business Administration with concentrations in Accounting and Finance from Pacific University and is a Certified Public Accountant.

Mr. Harding's salary will be $375,000 per year. Mr. Harding is also eligible to participate in the Company's management bonus plan, which includes an initial target payout of 60% of his base salary on an annualized basis after one full quarter of employment. Mr. Harding will also receive an award of restricted stock units of the Company valued at $800,000, which will vest over three years in three equal annual installments on each anniversary of the grant date 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. Mr. Harding will also receive a sign-on bonus of $150,000, subject to Mr. Harding remaining with the Company for 12 months.

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