TTM TECHNOLOGIES INC (TTMI)
Sector: Information Technology
2026 Annual Meeting Analysis
TTM TECHNOLOGIES INC · Meeting: May 7, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors: Julie S. England, Philip G. Franklin, and Dr. Edwin Roks
Ms. England has served since October 2016, brings extensive technology industry experience (Texas Instruments, RFID, semiconductor), passes all independence and attendance checks, and TTM's 3-year price return of +634.7% far exceeds the ^IXIC (Nasdaq Composite) benchmark return of +82.5% by +552.2 percentage points, well above the 65-point threshold needed to trigger a vote against — so the TSR test does not fire.
Mr. Franklin has served since November 2010, is designated an audit committee financial expert with deep CFO-level finance experience at Littelfuse, passes all independence and attendance checks, and TTM's outstanding 3-year TSR versus the ^IXIC (Nasdaq Composite) benchmark (+552.2pp gap vs. 65pp trigger threshold) means the TSR underperformance test does not apply.
Dr. Roks joined the board on September 2, 2025 (less than 24 months ago), which exempts him from the TSR underperformance trigger under policy; he brings relevant CEO-level technology industry experience from Teledyne Technologies and his qualifications are clearly appropriate for the role.
All three Class II director nominees pass policy screens: TTM's 3-year price return of +634.7% towers above the ^IXIC (Nasdaq Composite) benchmark return of +82.5% by +552.2 percentage points, far exceeding the 65-point threshold required to trigger a vote against long-tenured directors; Dr. Roks is exempt as a new director with less than 24 months of tenure; no overboarding, attendance, independence, or qualification concerns are present for any nominee.
Say on Pay
✓ FORCEO
Edwin Roks
Total Comp
$5,120,777
Prior Support
98.21%%
CEO Edwin Roks received total compensation of approximately $5.1 million for a partial year (joining September 2, 2025), which appears reasonable and within benchmark range for a large-cap technology company CEO given the prorated nature of his tenure; the prior year Say on Pay vote received overwhelming 98.21% support, signaling strong shareholder alignment with the compensation program. The pay structure is heavily performance-based — a majority of compensation comes from performance stock awards (PRUs) tied to multi-year revenue, adjusted EBITDA, and relative total shareholder return metrics, and annual bonuses with measurable financial goals — satisfying the policy's pay mix requirements; with TTM's 3-year total shareholder return of +634.7% dramatically outpacing the ^IXIC (Nasdaq Composite) benchmark return of +82.5%, the incentive pay is clearly aligned with the exceptional shareholder experience. The company also maintains a robust clawback policy, double-trigger change-in-control provisions, and prohibits hedging and pledging, all of which are positive governance features.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,105,673
Non-Audit Fees
$427,257
Non-audit fees (tax fees of $427,257) represent approximately 13.8% of total audit-related fees ($3,105,673), well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of TTM's size and complexity; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy; no material restatements are noted.
Overall Assessment
TTM Technologies' 2026 annual meeting ballot is straightforward and shareholder-friendly: all three Class II director nominees pass policy screens given TTM's extraordinary 3-year total shareholder return of +634.7% versus the ^IXIC (Nasdaq Composite) benchmark's +82.5%, KPMG's audit fees pass the independence ratio test comfortably, and the Say on Pay program earned 98.21% support last year and reflects a genuinely performance-linked pay structure backed by strong stock performance. No proposals raise material governance concerns requiring a vote against management.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing