TTM TECHNOLOGIES INC
For the period ended May 8, 2025. Filed Mar 13, 2025.
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May 8, 2025 · Filed Mar 13, 2025
Contents
Pay Versus Performance
As required by Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, we are providing the following tables which sets forth additional compensation information for our principal executive officer (“PEO”) and non-PEO NEOs, including the “compensation actually paid” (“CAP”) to our PEO and Average CAP to
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our non-PEO NEOs, as determined in accordance with SEC rules; total shareholder return (“TSR”); net income; and operating income for our fiscal years 2024, 2023, 2022, 2021, and 2020:
| Value of Initial Fixed $100Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year ( a ) | Summary Compensation Table Total for PEO(A)( b ) | Compensation Actually Paid to PEO(A)( c ) | Average Summary Compensation Table Total for Non-PEO NEOs(A)( d ) | Average Compensation Actually Paid to Non-PEO NEOs(A)( e ) | Total Shareholder Return(B)( f ) | Peer Group Total Shareholder Return(B)( g ) | Net Income (in 1,000's)(C )( h ) | Operating Income (in 1,000's)(D)( i ) |
| 2024 | $4,012,941 | $4,164,834 | $1,991,120 | $2,260,339 | $166 | $163 | $56,299 | $116,043 |
| 2023 | $3,109,523 | $3,179,981 | $1,415,270 | $1,375,921 | $106 | $131 | $(18,718) | $42,316 |
| 2022 | $4,003,765 | $3,381,968 | $1,783,084 | $1,606,848 | $101 | $109 | $94,583 | $210,408 |
| 2021 | $2,595,084 | $2,364,664 | $1,455,342 | $1,451,097 | $102 | $142 | $54,414 | $125,991 |
| 2020 | $2,610,139 | $2,190,144 | $1,367,753 | $1,298,465 | $92 | $118 | $177,535 | $28,092 |
(A)The PEO for each of the years presented within this table is Mr. Edman, President, and Chief Executive Officer. The Non-PEOs NEOs for 2024, 2023, 2022, 2021, and 2020 were the following:
| 2024 | 2023 | 2022 | 2021 | 2020 |
| Daniel L. Boehle | Daniel L. Boehle | Catherine A. Gridley | Todd B. Schull | Catherine A. Gridley |
| Catherine A. Gridley | Todd B. Schull | Todd B. Schull | Douglas L. Soder | Todd B. Schull |
| Douglas L. Soder | Catherine A. Gridley | Douglas L. Soder | Phillip Titterton | Douglas L. Soder |
| Philip Titterton | Douglas L. Soder | Phillip Titterton | Daniel J. Weber | Phillip Titterton |
| Phillip Titterton | ||||
The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by the PEO or the Non-PEO NEOs during each applicable year. The calculation of compensation actually paid (CAP) for purposes of this table includes point-in-time valuations as required by the SEC’s prescribed methodology of equity awards, including unvested Equity Awards, and these values fluctuate based on the company’s stock price.
The following adjustments were made to the amounts reported in the Total column of the SCT (SCT Total Compensation), which are reported in columns (b) and (d), to derive the CAP reported in columns (c) and (e), respectively:
PEO: SCT Total Compensation to CAP Reconciliation
| Year | Total Compensation Reported in SCT | Equity Awards Reported in SCT(1) | Adjusted Equity Awards Included in CAP(2) | Compensation Actually Paid |
|---|---|---|---|---|
| 2024 | $4,012,941 | $(1,892,392) | $2,044,285 | $4,164,834 |
| 2023 | $3,109,523 | $(1,221,347) | $1,291,805 | $3,179,981 |
| 2022 | $4,003,765 | $(1,064,521) | $442,724 | $3,381,968 |
| 2021 | $2,595,084 | $(1,017,226) | $786,806 | $2,364,664 |
| 2020 | $2,610,139 | $(861,985) | $441,990 | $2,190,144 |
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Average Non-PEO NEOs: SCT Total Compensation to CAP Reconciliation
| Year | Average Total Compensation Reported in SCT | Average Equity Awards Reported in SCT(1) | Average Adjusted Equity Award Values Included in CAP(2) | Average Compensation Actually Paid |
|---|---|---|---|---|
| 2024 | $1,991,120 | $(970,909) | $1,240,128 | $2,260,339 |
| 2023 | $1,415,270 | $(576,335) | $536,987 | $1,375,921 |
| 2022 | $1,783,084 | $(551,625) | $375,389 | $1,606,848 |
| 2021 | $1,455,342 | $(566,086) | $561,840 | $1,451,097 |
| 2020 | $1,367,753 | $(470,373) | $401,085 | $1,298,465 |
(1)
The amounts in this column are equal to the sum of the amounts in the "Stock Awards" and "Option Awards" columns of the Summary Compensation Table (or, for the Non-PEO NEOs, the average of such sums), which represent the grant date fair vale of Equity Awards granted in the applicable year.
(2)
The amounts set forth in the following tables are reflected in this column:
PEO: Equity Award Values Included in CAP
| Year | Year End Value of Equity Awards Granted During the Covered Year(i) | Change in Fair Value of Outstanding and Unvested Equity Awards(ii) | Value of Awards Granted in Prior Years Vesting During the Covered Year(iii) | Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year(iv) | Adjusted Equity Award Values Included in CAP(v) |
|---|---|---|---|---|---|
| 2024 | $1,813,149 | $417,057 | $155,497 | $(341,417) | $2,044,285 |
| 2023 | $1,276,507 | $30,851 | $(15,553) | $- | $1,291,805 |
| 2022 | $1,181,032 | $(2,283) | $(103,089) | $(632,937) | $442,724 |
| 2021 | $1,042,869 | $56,654 | $27,872 | $(340,588) | $786,806 |
| 2020 | $1,017,220 | $(43,322) | $(119,017) | $(412,890) | $441,990 |
Non-PEO NEOs: Equity Award Values Included in CAP
| Year | Year End Value of Equity Awards Granted During the Covered Year(i) | Change in Fair Value of Outstanding and Unvested Equity Awards(ii) | Value of Awards Granted in Prior Years Vesting During the Covered Year(iii) | Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year (iv) | Adjusted Equity Award Values Included in CAP(v) |
|---|---|---|---|---|---|
| 2024 | $1,021,441 | $257,223 | $89,971 | $(128,508) | $1,240,128 |
| 2023 | $544,644 | $14,011 | $(21,668) | $- | $536,987 |
| 2022 | $629,596 | $(1,635) | $(68,195) | $(184,376) | $375,389 |
| 2021 | $584,523 | $39,688 | $18,593 | $(80,963) | $561,840 |
| 2020 | $580,857 | $(29,804) | $(71,319) | $(78,648) | $401,085 |
(i)
theyear-end fair value of any Equity Awards granted in the applicable year that were outstanding and unvested as of the end of the applicable year (or, for the Non-PEO NEOs, the average of such year-end fair values);
(ii)
theamount of change as of the end of the applicable year (from the end of the prior year) in the fair value of Equity Awards granted in prior years that were outstanding and unvested as of the end of the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change);
(iii)
the amount of change as of the vesting date (from the end of the prior year) in the fair value of Equity Awards that were granted in prior years and vested in the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change); and
(iv)
the fair value of awards granted in prior years that fail to meet applicable vesting conditions during the covered year (as of the end of the prior year);
(v)
No equity awards were granted and vested in the same applicable year and no dollar value of dividends or other earnings paid on equity awards in the applicable year is not otherwise reflected in the fair value of such award. The value of Equity Awards included in CAP, as reported in columns (c) and (e), is impacted by changes in our stock price. Our year-end stock price was $24.70 in 2024, $15.81 in 2023, $15.08 in 2022, $14.90 in 2021, $13.75 in 2020 and $14.88 in 2019.
(B)The cumulative Total Shareholder Return (“TSR”) reflected in each of columns (f) and (g) was calculated in the same manner as required under Item 201(e) of Regulation S-K and represents the cumulative return on a fixed investment of $100 in the common stock (including reinvested dividends) of (a) the Company and (b) our compensation peer group for the period starting at market close on the last trading day before fiscal year 2020,
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throughthe last day of the listed fiscal year. The peer group used in this calculation is defined as the “Executive Compensation Peer Group” on page 41.
(C) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(D) The dollar amounts reported represent the amount of operating income reflected in the Company’s audited financial statements for the applicable year. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that operating income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.
Pay Versus Performance Graphs (Relationships of Information Presented in the Pay Versus Performance Table)
The graphs below compare (i) the relationship between PEO CAP and average Non-PEO NEO CAP with our TSR as well as the relationship between our TSR and our Peer Group TSR (defined as the “Executive Compensation Peer Group” on page 41), (ii) the relationship between PEO CAP and average Non-PEO NEO CAP and net income, and (iii) the relationship between PEO CAP and average Non-PEO NEO CAP and operating income, in each case, for fiscal years 2024, 2023, 2022, 2021 and 2020. TSR amounts reported in the graph assume an initial fixed investment of $100 at market close 12/31/2019 in stock or index.
Relationship Between PEO CAP and Average Non-PEO NEO CAP and Net Income
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and our net income during fiscal years 2020 through 2024, each as set forth in the table above.
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Relationship Between PEO CAP and Average Non-PEO NEO CAP and Operating Income
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and our operating income during fiscal years 2020 through 2024, each as set forth in the table above.
Relationship Between PEO CAP and Average Non-PEO NEO CAP and Our TSR and Relationship Between Our TSR and Peer Group TSR
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, each as set forth in the Table above, and our cumulative TSR over the five-year period from 2020 through 2024. The following chart also compares our cumulative TSR over the five-year period from 2020 through 2024 to that of our Peer Group (defined as the “Executive Compensation Peer Group” on page 41) over the same time period.
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- Assumes $100 invested at market close of 12/31/2019 in stock or index
Financial Performance Measures
We believe that a significant portion of the NEOs’ target total compensation should be dependent upon performance. At TTM, we use corporate, business unit and individual performance components to link compensation actually paid (as defined by SEC rules) to the NEOs for the most recently completed fiscal year. The Company’s performance metric targets include the following:
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Total Revenue
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Adjusted EBITDA
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Global Operating Income
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Global Cash Flow as a percentage of Revenue
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Sector Operating Income
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Individual Goals
Our human capital and compensation committee believes that the selected TSR Peer Group is more appropriate for determining TSR under our PRU program as it provides a comparison of our Company’s stock price performance against our global competitors. For a discussion regarding how the TSR Peer Group affects executive compensation, please see the “Long-Term Equity Awards” section on page 40.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.