DEF: TTM Technologies Announces 2025 Annual Meeting and Director Nominees

Sentiment:

Proxy Statement


TTM Technologies schedules its 2025 annual meeting for May 8, 2025, to elect directors, approve executive compensation, and ratify the appointment of KPMG LLP as its independent accounting firm.

Better than expectedNon-GAAP EPS increased to $1.71 per share from $1.33 per share due to higher revenues and improved operational execution.Total net revenues increased 9% year on year primarily driven by demand growth for generative artificial intelligence (AI) applications in the data center computing end market and strong demand and improved operation execution in aerospace and defense end market.2024 cash flow from operations was $236.9 million.2024 revenue growth in the Aerospace and Defense market of 12%.

Summary

  • TTM Technologies will hold its 2025 annual meeting of stockholders on May 8, 2025, virtually.
  • The meeting will include the election of Wajid Ali, Thomas T. Edman, and Chantel E. Lenard as Class I directors for terms expiring in 2028.
  • Stockholders will vote on an advisory, non-binding basis, on the compensation of the company's named executive officers.
  • The ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 29, 2025, will also be voted on.
  • The board of directors recommends voting FOR the election of the director nominees, FOR the approval of executive compensation, and FOR the ratification of the accounting firm appointment.
  • TTM Technologies generated approximately $2.4 billion in revenue in fiscal year 2024.
  • The company operates 23 specialized manufacturing facilities in North America and Asia.
  • The company's strategy focuses on disciplined investment, performance excellence, and attracting outstanding talent.
  • TTM's corporate culture emphasizes integrity, teamwork, clear communication, and performance excellence.

Sentiment

Score: 7

Explanation: The document presents a positive outlook with strong financial results and strategic initiatives, but also acknowledges increasing competition and the need to maintain security compliance.

Positives

  • TTM Technologies is focused on growing faster than the industry average in strategic submarkets.
  • The company has a global, customer-focused organization within each business unit.
  • TTM has operational and engineering teams focused on developing leading-edge technology positions and integrated supply chain management.
  • The company's commitment to diversification, differentiation, and discipline led to continued financial strength in 2024.
  • The company achieved excellent financial performance in 2024.
  • 2024 cash flow from operations was $236.9 million.
  • 2024 revenue growth in the Aerospace and Defense market of 12%.

Negatives

  • The company faces increasing competition in an industry projecting moderate growth.
  • Kenton K. Alder will retire from the Board of Directors at the 2025 annual meeting due to reaching the mandatory retirement age.

Risks

  • The company must maintain compliance with the Special Board Resolution (SBR) and related security requirements due to its role as a key supplier to the U.S. Department of Defense.
  • TTM must mitigate risks to its operations that serve the national security of the United States, including maintaining its cybersecurity plan.
  • Failure to maintain facility security clearances could negatively impact TTM's ability to serve the Aerospace and Defense market.

Future Outlook

TTM intends to be opportunistic and align with strategic customers in an industry projecting moderate growth and increasing competition.

Industry Context

TTM is a leading global manufacturer of technology solutions, including mission systems, radio frequency (RF) components, RF microwave/microelectronic assemblies, and quick-turn and technologically advanced printed circuit boards (PCBs).

Comparison to Industry Standards

  • The document benchmarks executive compensation against a peer group of companies with similar size and business focus, including Amphenol, Celestica, Flextronics International, Jabil, Littelfuse, Mercury Systems, Plexus, Sanmina, and Teledyne Technologies.
  • The company also uses data from a broader compensation survey conducted by AON Radford for companies in the semiconductor, computer storage and peripherals, and communications equipment industries with approximate annual revenues between $1.0 billion and $5.0 billion.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Accounting OfficerNAElizabeth RomoFebruary 2025NA
Executive Vice President and Chief Operating OfficerPhilip TittertonNAJuly 1, 2025Mr. Titterton plans to step down from his role.
Class II DirectorKenton K. AlderTo be determined2025 Annual MeetingMandatory retirement age

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board CompositionKenton K. Alder will retire from the Board of Directors at the 2025 annual meeting due to reaching the mandatory retirement age.2025 Annual MeetingThe nominating and corporate governance committee is identifying a candidate to fill the vacancy.
Special Board ResolutionThe Board of Directors adopted the Special Board Resolution (SBR), replacing the Special Security Agreement (SSA).February 1, 2023The SBR codifies the maintenance of the Government Security Committee and requires compliance with security policies and procedures.

Stakeholder Impact

  • Stockholders are asked to vote on key proposals that will impact the company's governance and executive compensation.
  • Employees are impacted by the company's compensation policies, benefits, and commitment to a positive work environment.
  • Customers benefit from the company's focus on providing market-leading, differentiated solutions and an extraordinary customer experience.
  • The company's commitment to ethical practices and sustainability impacts its relationships with suppliers and the communities in which it operates.

Next Steps

  • Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
  • The Board of Directors will consider the results of the advisory vote on executive compensation.
  • The company will continue to focus on its strategic priorities of disciplined investment, performance excellence, and attracting outstanding talent.

Key Dates

DateDescription
2010Company entered into a Special Security Agreement (SSA) with the Defense Counterintelligence and Security Agency (DCSA).
February 2023Board of Directors adopted the Special Board Resolution (SBR), replacing the Special Security Agreement (SSA).
March 12, 2025Record date for the annual meeting.
March 13, 2025Began mailing proxy materials to stockholders.
May 8, 2025Date of the 2025 annual meeting of stockholders.
December 29, 2025Fiscal year ending date for which KPMG LLP is recommended as the independent registered public accounting firm.
2028Expiration of terms for Class I directors elected at the 2025 annual meeting.

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