The board of directors of Ultratech has adopted Corporate Governance Guidelines that outline, among other matters, the role and functions of the Board, the responsibilities of various Board committees and the mission of the Board. Our corporate governance policies reflect best practices, including the following:
- Annual Election of All Directors
- Independent Lead Director with Broad Authority and Responsibility
- Executive Sessions of Non-Management Directors held at each Regularly Scheduled Board Meeting
- Board Participation in Management Succession Planning
- Director Stock Ownership Guidelines
- Limitation on Outside Board and Audit Committee Service
- Annual Board and Committee Self-Evaluations
- Annual Board Peer Review Process
- Stockholder Outreach Regarding General Governance Issues and Compensation Related Matters
- No Hedging of Company Stock by Directors and Executive Officers and Restrictions on Pledging
- Executive Stock Ownership Guidelines
- Clawback Policy
The Board regularly reviews changing legal and regulatory requirements, evolving best practices and other developments. The Board may modify the Corporate Governance Guidelines and its other corporate governance policies and practices from time to time, as appropriate.
For an overview of our Corporate Governance guidelines, click on to the "Governance Highlights" link below. Each section is also linked to more detailed information contained in this website's "Governance Documents" section. In this section, you can view more details on Ultratech's board committee charters, corporate governance principles, stock ownership guidelines and guidelines for business conduct that Ultratech employees, officers and directors are required to follow.
Our independent directors meet privately, without management present, at least four times during the year. These private sessions are generally held in conjunction with the regular quarterly Board meetings. Other private meetings are held as often as deemed necessary by the independent directors. The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee meet without management present from time to time as they deem necessary.
Independent Lead Director with Broad Authority and Responsibility
The Board has appointed a Lead Outside Director, who presides over and directs the Board’s independent sessions. The Lead Outside Director functions as the Presiding Independent Director at the meetings of independent directors. The duties of the Presiding Independent Director include, but are not limited to, the following:
- preside at all meetings of the Board at which the chairman is not present, including executive sessions of independent directors;
- serve as liaison between the chairman and the independent directors;
- approve information sent to the Board;
- approve meeting agendas for the Board;
- approve meeting schedules to assure that there is sufficient time for discussion of all agenda items;
- have the authority to call meetings of the independent directors; and
- if requested by major stockholders, ensure that he or she is available for consultation and direct communication.
Stock Ownership Guidelines
The Board has adopted stock ownership guidelines for non-employee directors that provide that within three years of becoming a member of the Board of Directors, or three years after the date of approval of the guidelines, whichever is later, each director is expected to accumulate and thereafter continue to hold, a minimum number of shares of the Company’s common stock equal to six times the base annual cash retainer payable to each non-employee director for service on the Board. The Company maintains stock ownership guidelines under which the named executive officers are expected to own specified levels of the Company’s stock. In 2016, the Company increased the guideline level of stock ownership for our Chief Executive Officer from six times base salary to ten times base salary.
Anti-Hedging and Anti-Pledging Policies
The Company has adopted anti-hedging and anti-pledging policies with respect to the Company’s stock. The Company’s insider trading policy prohibits executive officers and other employees, as well as members of the Board of Directors, from engaging in hedging transactions related to the Company’s common stock, or pledging or short-selling the Company’s common stock.
Our Board has adopted a “clawback” policy. This policy allows our Board of Directors or Compensation Committee to require reimbursement or cancellation of awards or payments made under our cash and equity incentive programs to the Company’s officers in certain circumstances where the amount of the award or payment was determined based on the achievement of financial results that were subsequently the subject of an accounting restatement due to material noncompliance with applicable securities laws.
Committees of the Board
The Board has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Business Development Committee. Current copies of the charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee as well as the Corporate Governance Policies of the Board can be found here.
Compensation Committee. The Compensation Committee reviews and recommends to the Board appropriate director compensation programs for service as directors. The Compensation Committee determines the compensation of (i) the Company’s chief executive officer in the executive session of a Compensation Committee meeting without the chief executive officer present and (ii) the other executive officers of the Company, other than the chief executive officer, in a Compensation Committee meeting in which the chief executive officer may be present during deliberations with respect to the compensation of such other executive officers, but may not vote thereon. The Compensation Committee also administers the Company’s 1993 Stock Option/Stock Issuance Plan, and the Company’s 1998 Supplemental Stock Option/Stock Issuance Plan.
Audit Committee. The Audit Committee is responsible for overseeing the integrity of the Company’s financial statements and the appointment, compensation, qualifications, independence and performance of the Company’s independent auditors, as well as compliance with related legal and regulatory requirements, overseeing the Company’s risk management programs and performance of the Company’s accounting practices and internal controls. During the 2015 fiscal year, the Audit Committee held five (5) meetings and did not act by unanimous written consent.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee recommends to the Board the individuals to be nominated to stand for election to the Board by stockholders at each annual meeting and to fill vacancies on the Board, implements the Board’s criteria for selecting new directors, develops and recommends or assesses corporate governance policies of the Company and the Board, and oversees the Board’s and Board Committees’ annual Board and Committee self-evaluations. The Nominating and Corporate Governance Committee also oversees and administers a peer evaluation of the individual directors where each individual director is able to provide feedback on the performance of other directors.
Business Development Committee. The primary purposes of the Business Development Committee are: (1) review and recommend strategic investments or strategic investment transactions to the Board and Company management, (2) review and recommend merger and acquisition opportunities to the Board and Company management, (3) review and monitor progress of recent acquisitions, and (4) review and provide guidance to management and the Board with respect to the Company’s development and implementation of its corporate strategy.
Code of Ethics
We have adopted a Code of Ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We also maintain a Code of Ethics For Corporate Officers and Director-level Employees. These codes are available here.
|California Transparency Act|
|Conflict Minerals Report Exhibit|
|Corporate Governance Policies|
|Code of Business Conduct & Ethics|
|Code of Ethics For Corporate Officers and Director-level Employees|
|Compensation Committee Charter|
|Audit Committee Charter|
|Nominating & Corporate Governance Committee Charter|