Independent
Tenure on this board
9.7 yrs
3 nominees · 5 ballot items.
Election of three Class II directors; approval of the Equity Advantage Match Plan; advisory “Say-on-Pay” approval of named executive officer compensation; advisory vote on frequency of future advisory votes (one/two/three years); and ratification of KPMG LLP as independent registered public accounting firm.
Elect three Class II directors — Julie S. England, Philip G. Franklin and Edwin Roks — to serve a term expiring in 2029.
Approve the Equity Advantage Match Plan that allows eligible employees to purchase company shares via payroll deductions and receive matching shares subject to vesting, reserving 500,000 shares.
The proposal requests stockholder approval of the Equity Advantage Match Plan, a broad-based employee purchase-and-match program (non-Section 423) reserving 500,000 shares. Employees may contribute 1%–25% of eligible compensation per pay period to purchase shares at fair market value at quarterly exercise dates; the Company will provide one matching share per purchased share subject to a minimum six-month forfeiture period and an annual matching cap ($4,000 for Technical Employees; $2,000 for others). The Board seeks approval to provide a retention and alignment tool to recruit and retain employees, and to foster stock ownership among a broad employee base; the Committee will administer the plan and may set offering periods and other administrative terms. The plan is limited to employees (excluding the CEO, direct reports to the CEO, Section 16 officers, certain senior management, interns/temps). Management recommends a FOR vote, arguing it will align employee and shareholder interests, enhance employee engagement and support talent retention; shareholder approval is required for the share reserve and to permit registration on Form S-8. Governance considerations include dilution (500,000 shares), vesting/forfeiture conditions, annual match caps, and committee discretion on plan parameters. The verbose analysis should evaluate expected dilution, potential accounting impacts, administrative complexity, and alignment with peer practices.
Advisory, non-binding vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This is an annual advisory 'say-on-pay' vote asking shareholders to approve NEO compensation as disclosed. Management frames its pay program as performance-driven with significant performance-based components (annual incentive tied to operating income and cash flow; multi-year PRUs tied to revenue/adjusted EBITDA and TSR), clawback and ownership guidelines, and market benchmarking. The Board recommends a FOR vote and will consider results in future determinations. Key considerations for evaluating: magnitude and structure of pay, heavy weighting to performance metrics and PRUs (80% financial, 20% TSR), recent performance outcomes and realized payouts (strong 2025 results and high payouts), pay-for-performance alignment shown in pay vs performance table, and governance safeguards (clawback, double-trigger CIC, no hedging). An analyst should weigh the high realized CAP in 2025 driven by equity value increases against sustained operational performance and peer comparisons.
Advisory, non-binding vote to select whether future advisory votes on NEO compensation should occur every one, two, or three years; the board recommends one year.
This advisory proposal requests shareholders indicate preference among one, two or three-year intervals for future say-on-pay votes. The Board recommends annual votes, citing consistent and immediate shareholder feedback and clear communication. The vote is non-binding; the Board will consider results. The governance trade-off: annual votes provide frequent accountability but could encourage short-termism; multi-year votes reduce administrative burden and may allow longer-term compensation plans to play out. Given the company’s heavy use of multi-year PRUs, an analyst should assess whether annual votes meaningfully align with long-term incentive periods and stakeholder communication efficacy.
Ratify KPMG LLP as TTM’s independent registered public accounting firm for fiscal year ending December 28, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.86% | 8,166,829 | $796M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.16% | 6,397,969 | $623M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.30% | 4,463,541 | $435M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.93% | 4,081,422 | $398M |
| 5 | STATE STREET CORP | 3.67% | 3,813,755 | $372M |
| 6 | BlackRock, Inc. | 3.55% | 3,686,975 | $359M |
| 7 | Whale Rock Capital Management LLC | 3.38% | 3,514,560 | $342M |
| 8 | Invesco Ltd. | 3.23% | 3,356,804 | $327M |
| 9 | Polar Capital Holdings Plc | 2.82% | 2,924,285 | $285M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.58% | 2,677,443 | $263M |
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