DEF 14A of TTM Technologies Inc, Mar 15, 2024

DEF 14A of TTM Technologies Inc

Filed Mar 15, 2024 · FY20230000950170-24-032311

Open on EDGAR

  1. THE STOCKHOLDER MEETING TO BE HELD ON MAY 8, 2024

    | ABOUT THE MEETING | 1 | | PROPOSAL ONE – ELECTION OF DIRECTORS | 6 | | DIRECTOR COMPENSATION | 22 | | Director Summary Compensation Table for Fiscal Year 2023 | 23 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 25 | | COMPENSATION DISCUSSION AND ANALYSIS | 29 | | Compensation Overview – Alignment of Compensation and Performance | 29 | | Executive Compensation Philosophy and Objectives | 32 | | Role of the Human Capital and Compensation Committee | 32 | | Compensation Structure | 34 | | HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT | 49 | | EXECUTIVE COMPENSATION | 50 | | Fiscal Year 2023 Summary Compensation Table | 50 | | GRANTS OF PLAN-BASED AWARDS | 51 | | Fiscal Year 2023 Grants of Plan-Based Awards | 51 | | Outstanding Equity Awards at Fiscal Year-End | 52 | | Stock Vested In Fiscal Year 2023 | 53 | | 2023 Nonqualified Deferred Compensation Table | 53 | | Potential Payments Upon Change in Control or Termination | 54 | | CEO Pay Ratio | 56 | | Pay Versus Performance | 57 | | EQUITY COMPENSATION PLAN INFORMATION | 61 | | PROPOSAL TWO – APPROVAL OF an amendment of our certificate of incorporation to provide for the exculpation of officers as permitted by Delaware law | 62 | | PROPOSAL THREE – APPROVAL OF AN AMENDMENT OF OUR CERTIFICATE OF INCORPORATION TO PROVIDE THAT STOCKHOLDERS MAY REMOVE ANY OR ALL DIRECTORS, WITH OR WITHOUT CAUSE, AS PERMITTED BY DELAWARE LAW | 64 | | PROPOSAL FOUR – APPROVAL OF AN AMENDMENT OF OUR CERTIFICATE OF INCORPORATION TO ELIMINATE THE REQUIREMENT THAT CERTAIN AMENDMENTS MUST BE APPROVED BY AT LEAST 80% OF THE OUTSTANDING SHARES OF ALL CAPITAL STOCK | 65 | | PROPOSAL FIVE – APPROVAL OF amendments of our bylaws arising from the Special Board Resolution adopted by the Board of Directors in February 2023 | 67 | | PROPOSAL SIX – APPROVAL OF amendmentS of our bylaws to provide modifications to the advance notice requirements applicable to director nominations submitted by stockholders, a majority approval standard for election of directors, that stockholders may remove any or all directors, with or without cause, and miscellaneous amendments to our bylaws | 69 | | PROPOSAL SEVEN – APPROVAL OF AN AMENDMENT OF OUR BYLAWS TO ELIMINATE THE REQUIREMENT THAT CERTAIN AMENDMENTS THERETO BE APPROVED BY AT LEAST 80% OF THE SHARES ENTITLED TO VOTE UPON SUCH AMENDMENT | 72 | | PROPOSAL EIGHT – ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION | 74 | | PROPOSAL NINE – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 75 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 76 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 77 | | ELECTRONIC AVAILABILITY OF PROXY STATEMENT AND 2023 ANNUAL REPORT | 77 | | STOCKHOLDER PROPOSALS | 77 |

  2. PROPOSAL ONE – ELECTION OF DIRECTORS

    PROPOSAL ONE – ELECTION OF DIRECTORS

  3. Directors and Nominees

    Directors and Nominees Our Board of Directors is currently comprised of nine directors. Our Board of Directors is divided into three classes with each class of directors serving for a three-year term or until successors of directors serving in that class have been elected and qualified. Each director elected at the 2024 annual meeting will serve for a term expiring at the 2027 annual meeting or until a successor has been duly elected and qualified. At this annual meeting, our stockholders will be asked to elect three class III directors. Our Board of Directors has nominated Rex D. Geveden, Pamela B. Jackson and John G. Mayer as class III directors. Mr. Geveden, Ms. Jackson and Mr. Mayer currently serve as class III directors. Mr. Geveden, Ms. Jackson and Mr. Mayer will stand for re-election at the 2024 annual meeting. Thomas T. Edman and Chantel E. Lenard serve as class I directors and their terms will expire at the annual meeting of stockholders in 2025. Kenton K. Alder, Julie S. England and Philip G. Franklin serve as class II directors and their terms will expire at the annual meeting of stockholders in 2026. In addition, pursuant to our Corporate Governance Guidelines, Dov S. Zakheim, who currently serves as a class I director, must submit his resignation and retire from our Board of Directors at the 2024 annual meeting. Because Dr. Zakheim will have attained the mandatory retirement age of 75, our Board of Directors may no longer defer and is obligated to accept his resignation. Our nominating and corporate governance committee is currently identifying and evaluating qualified individuals to be considered and ultimately recommended to the Board as the candidate to fill the vacancy that will be created by Dr. Zakheim's resignation and retirement from the Board. As a natural mechanism to ensure continuity of our Board of Directors, to satisfy our obligations under the Special Board Resolution (the "SBR”) adopted by the Board and as required by the United States Defense Counterintelligence and Security Agency (the “DCSA”), TTM has continued the practice of providing for staggered elections of three classes of board members to serve three-year terms, such that our Board is comprised entirely of U.S. Citizens, and at least three such members maintain national security clearance or would be eligible to be cleared by the United States Government to receive classified information and maintain oversight of TTM’s classified operations. In addition, per the terms of the SBR, no foreign citizen is allowed to sit on TTM's Board in the future. TTM is a significant supplier of electronic assemblies, radar and microelectronic systems and printed circuit boards that are eventually integrated into products purchased by the United States Department of Defense. As such, over 425 TTM employees and Board members are cleared by the United States Government to receive confidential or secret classified information. Because TTM has been identified by the government of the United States as a key supplier in the electronics eco-system, TTM has engaged DCSA for approval of facility security clearances at a number of its facilities. This clearance allows the DCSA to conduct audits and provide broad oversight to parts of TTM’s operation. As a condition of such clearance, and in connection with our engagement with the DCSA, in February of 2023, our Board of Directors adopted the SBR, replacing the Special Security Agreement (“SSA”) that the Company had entered into with the DCSA in 2010. The replacement of the SSA with the SBR was the result of the significantly reduced foreign ownership of TTM. As agreed between the Company and the DCSA, the Company plans to maintain much of the robust infrastructure developed during the adoption of and compliance with the SSA. The SBR Agreement with DCSA codifies the standing Government Security Committee of TTM’s Board of Directors, consisting of at least 3 Board members that hold a National Security Clearance. In addition, the SBR dictates that TTM will maintain its policies and procedures that have been established pursuant to the provisions of the SSA to mitigate risks to TTM’s operations that serve the national security of the United States, including the maintenance of its cybersecurity plan that meets the requirements of NIST 800-171. DCSA will continue to review TTM’s compliance with the terms of the SBR annually at each of TTM’s sites which operate under a U.S. Department of Defense security clearance. Our Board of Directors has no reason to believe that any of its nominees standing for election will refuse or be unable to accept election. However, if any nominee is unable to accept election or if any other unforeseen

  4. Directors and Nominees

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  5. Directors and Nominees

    contingencies should arise, our Board of Directors may designate a substitute nominee. If our Board of Directors designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by our Board of Directors. Our Board of Directors recommends a vote “FOR” the nominees for Class III directors. The following table, together with the accompanying text, sets forth certain information with respect to each of our directors and director nominees as of the date of this Proxy Statement:

  6. Directors and Nominees

    | Name | Age | Class | Proposed Position(s) to be Held After Meeting | | Kenton K. Alder | 74 | II | Director | | Thomas T. Edman | 61 | I | Chief Executive Officer, President and Director | | Julie S. England | 66 | II | Director | | Philip G. Franklin | 72 | II | Director | | Rex D. Geveden | 63 | III | Chair of the Board | | Pamela B. Jackson | 71 | III | Director | | Chantel E. Lenard | 54 | I | Director | | John G. Mayer | 73 | III | Director | | Dov S. Zakheim | 75 | I | Director |

  7. Directors and Nominees

    Kenton K. Alder has served as a director since March 1999. Mr. Alder also served as our President from March 1999 to January 2013 and as our Chief Executive Officer from our founding in 1998 through December 2013. Mr. Alder served on a part-time basis as a consultant and advisor to Mr. Edman for one year commencing on January 1, 2014 and provided counsel on strategy, attended certain meetings, and was involved in special projects. From January 1997 to July 1998, Mr. Alder served as Vice President of Tyco Printed Circuit Group, Inc., a PCB manufacturer. Prior to that time, Mr. Alder served as President and Chief Executive Officer of ElectroStar, Inc., previously a publicly held PCB manufacturing company, from December 1994 to December 1996. From January 1987 to November 1994, Mr. Alder served as President of Lundahl Astro Circuits Inc., a predecessor company to ElectroStar, Inc. In addition, Mr. Alder is a member of the Board of Directors of Campbell Scientific, Inc., and is Chairman of the Compensation Committee. Mr. Alder serves on the Utah State University Board of Trustees and a member of the Executive Committee for the Utah State University Board of Trustees. Mr. Alder also serves as a member of the audit and risk committee and chairman of the Statewide Mission and Campus and Oversight Committee for the Utah State University Board of Trustees. Mr. Alder also serves on the board of Blendtec, Inc. and Honeyville, Inc. Mr. Alder holds a Bachelor of Science degree in finance and a Bachelor of Science degree in accounting from Utah State University. Our Board of Directors has determined that Mr. Alder is an independent director. Our Board of Directors believes that Mr. Alder's past experience as our Chief Executive Officer enables him to provide the board with insight based on his extensive knowledge about the Company and because of his significant operational expertise. Thomas T. Edman has served as a director of our Company since September 2004, as President of our Company since January 2013, and as our Chief Executive Officer since January 2014. From early 2011 to December 2012, Mr. Edman served as Group Vice President and General Manager of the AKT Display Business Group, which is a division of Applied Materials Inc., a publicly held provider of nanomanufacturing technology solutions. From 2006 to 2011, Mr. Edman served as Corporate Vice President of Corporate Business Development of Applied Materials, Inc. Prior to that, Mr. Edman served as President and Chief Executive Officer of Applied Films Corporation from May 1998 until Applied Materials, Inc., acquired Applied Films Corporation in July 2006. From June 1996 until May 1998, Mr. Edman served as Chief Operating Officer and Executive Vice President of Applied Films Corporation. From 1993 until joining Applied Films, Mr. Edman served as General Manager of the High Performance Materials Division of Marubeni Specialty Chemicals, Inc., a subsidiary of a major Japanese trading corporation. Since June 2015, Mr. Edman has served on the Board of Ultra Clean

  8. Directors and Nominees

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  9. Directors and Nominees

    Holdings, Inc. (NASDAQ: UCTT), and is presently Chairman of the Compensation Committee and a member of the Audit Committee. Since March 2016, Mr. Edman has served on the Board of the IPC, an electronic industries association and is currently serving on its executive committee as Vice Chairman. Mr. Edman holds a Bachelor of Arts degree in East Asian Studies (Japan) from Yale University and a Master of Business Administration degree from The Wharton School at the University of Pennsylvania. Mr. Edman is an employee director. Mr. Edman was previously nominated to the Board of Directors because of his proven business acumen and experience in the technology industry, having served in numerous senior executive roles with sizeable technology companies, including as the Chief Executive Officer of a public company. Mr. Edman also has extensive experience in Asia and with compensation-related matters, which have proven valuable to our Board of Directors. Julie S. England has served as a director of our Company since October 2016. Ms. England is presently retired. Prior to her retirement in 2009, she served in various capacities with Texas Instruments Inc., most recently as Vice President and General Manager of the Radio Frequency Identification (“RFID”) division. She also served as Vice President of its microprocessor division from 1998 to 2004 and as Vice President of Quality for the Semiconductor Group from 1994 to 1998. Earlier, she held various engineering, manufacturing, quality, and business management positions. Ms. England is an experienced independent corporate director serving on both private and public company boards in the USA and Europe. Ms. England has served as a director of Smartrac Technology Group, N.V. from 2014 until May 2018. From 2010 until its acquisition by CCL Industries in May 2016, she served as a director of Checkpoint Systems, Inc., and chaired its Governance Committee. Ms. England served as a director of the Federal Reserve Bank of Dallas from 1997 to 2003 and as a director of Intelleflex Corporation from 2010 to 2013. Ms. England served on the Board of Trustees of the Georgia O’Keeffe Museum until July 2017, and served on the North Texas Chapter of the National Association of Corporate Directors (“NACD”). Ms. England served on the board of directors of McMillen Jacobs Associates from June 2021 until June 2022. Ms. England joined the board of directors of the Electricity Council of Texas (“ERCOT”) in January 2022. She has served on trade associations in the electronics industry including the American Electronics Association and AIM Global. Ms. England holds a Bachelor of Science degree in chemical engineering and graduate studies in business from Texas Tech University complemented with executive education at Harvard University and Stanford University. She earned a Bachelor of Fine Arts degree in studio art in 2018 from Southern Methodist University in Dallas, TX. Our Board of Directors has determined that Ms. England is an independent director. Our Board of Directors believes that Ms. England's extensive background in the technology industry and her experience serving on the boards of both private and public companies in the United States and Europe provides the Company with insight as she serves on our board. As a result of Ms. England’s significant involvement in director professionalism education, Ms. England has been designated a NACD Governance Fellow by the National Association of Corporate Directors. Philip G. Franklin has served as a director of our Company since November 2010. Mr. Franklin is presently retired. From 1998-2016, Mr. Franklin served in various capacities with Littelfuse, Inc. (NASDAQ: LFUS), a designer, manufacturer, and seller of circuit protection devices for use in electronics, automotive and electrical markets, most recently as Executive Vice President and Chief Financial Officer. Prior to joining Littelfuse, Inc., Mr. Franklin was Vice President and Chief Financial Officer for OmniQuip International, a construction equipment manufacturer, which he helped take public. Prior to that, Mr. Franklin served as Chief Financial Officer of Monarch Marking Systems and Hill Refrigeration. Mr. Franklin is a Trustee of XFLT, a below-investment-grade credit fund, where he chairs the Nominating and Governance Committee. Mr. Franklin is also on the board of the Scholarship Foundation of Santa Barbara where he serves on the Executive Committee and the Investment Committee. From 2014 to 2021, Mr. Franklin served as a director of Tribune Publishing where he chaired the Audit Committee and later served as non-executive Chairman of the Board. Mr. Franklin holds a bachelor’s degree in economics from Dartmouth College and a Master of Business Administration degree from the Amos Tuck School at Dartmouth College.

  10. Directors and Nominees

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  11. Directors and Nominees

    Our Board of Directors has determined that Mr. Franklin is an independent director and an “audit committee financial expert” as described in applicable SEC rules. Our Board of Directors believes that Mr. Franklin's finance experience provides our Board with valuable financial and accounting expertise, including a deep understanding of accounting principles, financial reporting rules and regulations, and knowledge of audit procedures. Rex D. Geveden has served as a director of our Company since May 2018. The Company appointed Mr. Geveden as Chair of our Board of Directors effective after the 2021 annual meeting of stockholders upon the retirement of Robert E. Klatell, our former Chair. Mr. Geveden has served as President and Chief Executive Officer since January 1, 2017, and served as Chief Operating Officer from October 2016 until December 2016 of BWX Technologies, Inc. (NYSE:BWXT), a nuclear industrial conglomerate headquartered in Lynchburg, VA. Previously, Mr. Geveden was Executive Vice President at Teledyne Technologies Incorporated, a provider of electronic subsystems and instrumentation for aerospace, defense and other uses. He led two of Teledyne’s four operating segments from 2013 through 2016, and concurrently served as President of Teledyne DALSA, Inc., a Teledyne subsidiary, since 2014. Mr. Geveden also served as President and Chief Executive Officer of Teledyne Scientific and Imaging, LLC from 2011 to 2013 and President of both Teledyne Brown Engineering, Inc. and Teledyne’s Engineered Systems Segment from 2007 to 2011. Mr. Geveden is a former Associate Administrator of the National Aeronautics and Space Administration (“NASA”), where he was responsible for all technical operations within the agency’s $16 billion portfolio and served in various other positions with NASA in a career spanning 17 years. Mr. Geveden holds both a bachelor’s and master’s degrees in physics from Murray State University. Our Board of Directors has determined that Mr. Geveden is an independent director. Our Board of Directors believes that Mr. Geveden's extensive experience in the aerospace and defense industry as well as his proven track record as an outstanding leader qualify him to serve as the Chair of our Board of Directors. Pamela B. Jackson has served as an independent director of our Company since her appointment to the Board of Directors in June 2021. She is a retired Vice President, Technology of Emerson Electric Company in St. Louis, Missouri. Ms. Jackson was with Emerson from April 2001 until October 2017 where her responsibilities included corporate oversight of technology development initiatives related to new and lean product development, portfolio and product life cycle management, and Emerson’s centers of excellence for software and human-centered design. She also served on the management boards for the Emerson Pune, India Innovation Center and the Emerson Xi’an, China Engineering Center. Over her career, Ms. Jackson led a breadth of global, technology intensive manufacturing businesses that included power supplies, energy systems, thin film hybrid integrated circuits, PCBs and other electronic components and assemblies. Before joining Emerson, Ms. Jackson worked at Lucent, AT&T and Western Electric for over twenty years where she held positions in research, engineering, operations, and marketing, eventually serving as Vice President and General Manager of several electronic component businesses including Lucent’s MicroPower division in Austin, Texas. Ms. Jackson received Bachelor and Master of Science degrees in chemistry and chemical engineering from the Massachusetts Institute of Technology. She holds an Executive Master of Business Administration degree from Boston University. She has served on several non-profit boards, including Ranken Technical College, in St Louis, Missouri where she chaired and currently serves on the Investment and Diversity Committees. Ms. Jackson is a member of Sigma Xi, Beta Gamma Sigma, the American Chemical Society, the American Institute of Chemical Engineers and is a Life Member of the Society of Women Engineers. Our Board of Directors has determined that Ms. Jackson is an independent director. Our Board of Directors believes that Ms. Jackson's extensive experience and knowledge in the electronics, engineering and technology markets, where she has spent the vast majority of her exceptional career, qualify her to serve on our Board. Chantel E. Lenard has served as a director of our Company since September 2018. Ms. Lenard presently serves as a Lecturer of Marketing in the Master of Business Administration program at the University of Michigan Ross School of Business. Ms. Lenard retired from Ford Motor Company (NYSE:F) in 2017, having served as the top marketing executive for Ford in both the U.S. and Asia. From 2013 to 2017, Ms. Lenard held the position of U.S. Chief Marketing Officer, leading the organization’s pricing, promotions, media, digital marketing, product

  12. Directors and Nominees

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  13. Directors and Nominees

    strategy, and consumer experience activities. From 2010 to 2013, Ms. Lenard was based in Shanghai, China, as Vice President of Marketing for Ford’s Asia Pacific and Africa operations, where she led the marketing activities for 11 countries across the region. In addition to her marketing roles, Ms. Lenard held a number of leadership positions in strategy, sales, finance, and purchasing during her 25 year career with Ford. Ms. Lenard currently serves as a director and member of the Audit and Compensation Committees of LSI Industries (NASDAQ: LYTS), and a director and member of the Audit and Compensation Committees of Charge Enterprises (NASDAQ: CRGE). From 2020 until its acquisition by LKQ Corporation in August 2023, she served as a director and member of the Human Resources and Compensation and Governance Committees of Uni-Select, Inc. (TSX: UNS). Ms. Lenard holds a bachelor’s degree in Industrial Engineering from Purdue University and a Master of Business Administration degree from Harvard University. In 2023, she completed the National Association of Corporate Directors’ CERT Certification in Cyber-Risk Oversight Program. Our Board of Directors has determined that Ms. Lenard is an independent director. Our Board of Directors believes that Ms. Lenard's extensive background in the automobile industry and her lengthy and diverse experience in international marketing qualify her to serve on our Board. John G. Mayer has served as a director of our Company since September 2000. Mr. Mayer is presently retired. From January 1997 to November 1999, Mr. Mayer served as Vice President of Tyco Printed Circuit Group, Inc., a PCB manufacturer. Mr. Mayer served as Chief Operating Officer of ElectroStar, Inc., previously a publicly held PCB manufacturing company, from December 1994 to December 1996. From April 1986 to November 1994, Mr. Mayer served as President of Electro-Etch Circuits, Inc., a predecessor company to ElectroStar, Inc. Mr. Mayer served on the board of trustees of the Cottonwood Gulch Foundation from 2008 to 2017. Mr. Mayer holds a Bachelor of Arts degree in history, the arts and letters from Yale University and a Juris Doctor from UCLA School of Law. Our Board of Directors has determined that Mr. Mayer is an independent director. Our Board of Directors believes that Mr. Mayer's extensive experience in the PCB business and demonstrated depth of business experience in our company’s industry, particularly in technology and operations, qualifies him to serve on our Board. Dov S. Zakheim has served as a director of our Company since July 2010. Dr. Zakheim is currently a Senior Fellow at CNA, a federally funded think tank, and a Senior Advisor at the Center for Strategic and International Studies. From May 2004 to July 2010, Dr. Zakheim served as Vice President and subsequently as Senior Vice President of Booz Allen Hamilton, a global strategy and technology consulting firm, where he was a leader in the firm’s global defense practice. From May 2001 to April 2004, Dr. Zakheim was Under Secretary of Defense (Comptroller) and Chief Financial Officer for the United States Department of Defense. From October 2002 to April 2004, Dr. Zakheim served as the United States Department of Defense’s coordinator of civilian programs in Afghanistan. Dr. Zakheim serves as the Chairman of the Board of Directors of Secure Federal Operations LLC (previously Sprint Federal Operations LLC). Dr. Zakheim previously served as a member of the Board of Directors of Standard Aero Corp. from 2008 until 2015, and was a member of their Audit Committee from 2012 to 2015. In addition, Dr. Zakheim has served as a member of ISO Group, Inc.’s Board of Directors from 2010 to 2014. Dr. Zakheim also served as a board member of Chemonics International and was a member of their Audit Committee from 2013 to 2019. Dr. Zakheim also serves as a board member of the American Jewish Committee, the Foreign Policy Research Institute, Center for the National Interest, U.S. Naval Academy Athletic Association, and the American University of Iraq/Sulaimani. Dr. Zakheim holds a Bachelor of Arts degree from Columbia College at Columbia University, was a General Course student at the London School of Economics, and holds a Doctor of Philosophy degree from St. Antony’s College at the University of Oxford. Our Board of Directors has determined that Dr. Zakheim is an independent director and an “audit committee financial expert” as described in applicable SEC rules. Dr. Zakheim was previously nominated to the Board of Directors because of his substantial financial and accounting experience acquired in the course of acting as Chief Financial Officer for the U.S. Department of Defense, his expertise and leadership skills in global defense, and his national security qualifications. Pursuant to our Corporate Governance Guidelines, Dr. Zakheim will retire from the Board of Directors and his term of office will conclude at the 2024 annual meeting.

  14. Directors and Nominees

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  15. Directors and Nominees

    There are no family relationships among any of our directors, director nominees, or executive officers.

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Commencing with the second quarter of 2023, our non-employee directors receive the following cash compensation on an annual basis: an annual cash retainer of $75,000, an annual cash retainer of $9,000 for each board committee of which such director is a member (except for the government security committee), and reimbursement of expenses relating to attendance at board and board committee meetings. In addition, the Chair of the Board receives an annual cash retainer of an additional $70,000, and the chairs of our various board committees receive annual cash retainers as follows: $22,000 to our audit committee chair, $17,000 to our human capital and compensation committee chair, $15,000 to our government security committee chair, and $17,000 to our nominating and corporate governance committee chair. Annually, our nominating and corporate governance committee, in consultation with our compensation consultant, reviews our board compensation against the board compensation of our peer companies to develop a reasonable board compensation package. In addition, commencing with the second quarter of 2023, our non-employee directors are granted the following equity compensation on an annual basis: the Chair of the Board receives restricted stock units (“RSUs”) having a value on the award date of $210,000 and each non-employee director receives restricted stock units having a value on the award date of $160,000, in each case based upon the average closing price of our common stock over the six-month period preceding the grant date. In the instance where a Board Member serves a portion of the year, the compensation granted is prorated for the time served that year. The RSUs awarded to the non-employee directors vest in full on the first anniversary of the grant date; however, in an effort to further align Board Members’ interests with those of our stockholders, delivery of the shares of common stock underlying the RSUs is deferred until retirement from the Board of Directors (or until one year after retirement in the case of certain prior grants). Mr. Edman is not compensated for his service as a director. Mr. Edman’s compensation as our Chief Executive Officer and President is described below under “Compensation Discussion and Analysis” and “Executive Compensation”. Nonqualified Deferred Compensation. Our directors are permitted to defer 5% to 100% of annual director fees into our Executive and Director Deferred Compensation Plan. One of our directors participated in the Executive and Director Deferred Compensation Plan in 2023.

  17. DIRECTOR COMPENSATION

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  18. Director Summary Compensation Table for Fiscal Year 2023

    | Name | Fees Earned or Paid in Cash(1) | RSU Awards ($)(2) | Total | | Kenton K. Alder | $75,000 | $135,446 | $210,446 | | Julie S. England | $101,000 | $135,446 | $236,446 | | Philip G. Franklin | $106,000 | $135,446 | $241,446 | | Rex D. Geveden | $171,000 | $177,779 | $348,779 | | Pamela B. Jackson | $93,000 | $135,446 | $228,446 | | Chantel E. Lenard | $93,000 | $135,446 | $228,446 | | John G. Mayer | $93,000 | $135,446 | $228,446 | | Dov S. Zakheim(3) | $99,000 | $135,446 | $234,446 |

  19. Outstanding Equity Awards Held by Non-Employee Directors at Fiscal 2023 Year End

    Outstanding Equity Awards Held by Non-Employee Directors at Fiscal 2023 Year End

  20. Outstanding Equity Awards Held by Non-Employee Directors at Fiscal 2023 Year End

    | Name | RSUs Outstanding at Fiscal Year End | Number of RSUs that Have Not Vested(1) | Options Outstanding at Fiscal Year End(2) | Number of Options that Have Not Vested | | Kenton K. Alder | 102,518 | 11,259 | 0 | 0 | | Julie S. England | 72,522 | 11,259 | 20,000 | 0 | | Philip G. Franklin | 127,111 | 11,259 | 0 | 0 | | Rex D. Geveden | 69,243 | 14,778 | 20,000 | 0 | | Pamela B. Jackson | 29,887 | 11,259 | 0 | 0 | | Chantel E. Lenard | 56,425 | 11,259 | 20,000 | 0 | | John G. Mayer | 147,337 | 11,259 | 0 | 0 | | Dov S. Zakheim(3) | 130,902 | 11,259 | 0 | 0 |

  21. Outstanding Equity Awards Held by Non-Employee Directors at Fiscal 2023 Year End

    (1) The RSUs vest on May 11, 2024. (2) The options were granted to directors in fiscal years prior to 2019. The average remaining life is 4 years and the average option price is $14.32. Pursuant to our Corporate Governance Guidelines, Dr. Zakheim will retire from the Board of Directors and his term of office will conclude at the 2024 annual meeting.

  22. Outstanding Equity Awards Held by Non-Employee Directors at Fiscal 2023 Year End

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  23. COMPENSATION PRACTICES

    | WHAT WE DO: | WHAT WE DON’T DO: | | • We tie pay to performance, including through the use of performance share units • We use double triggers in our severance agreements and our equity awards • We maintain significant stock ownership guidelines for our NEOs • We have a robust clawback policy | • We do not maintain pension plans or other executive retirement plans • We do not provide tax gross up payments for any amounts considered to be excess parachute payments • We do not allow hedging or pledging of our stock |

  24. COMPENSATION PRACTICES

    | • The human capital and compensation committee engages an independent compensation consultant • We conduct annual compensation risk assessments | • We do not permit the repricing of stock options without prior stockholder approval • We do not provide excessive perquisites |

  25. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives Our executive compensation philosophy, which is established by the human capital and compensation committee of our Board of Directors, is intended to attract, motivate, and retain executives and reward the creation of stockholder value. We seek to provide executive compensation packages that are competitive with comparable companies and reward the achievement of short-term and long-term performance goals. We use a combination of fixed and variable compensation programs to reward and incentivize strong performance, as well as to align the interests of our executives with those of our stockholders. We generally target total compensation around the 50th percentile of comparable companies. We believe that this philosophy will continue to enable us to remain competitive in attracting and retaining qualified executive officers while avoiding paying amounts in excess of what we believe is necessary to attract and retain such executive officers. However, our human capital and compensation committee’s decisions on target compensation for specific individuals are also influenced by a variety of additional factors, including compensation practices of businesses acquired by us, and Company and individual performance. Each year our human capital and compensation committee, together with our senior management, establishes performance targets for short-term and long-term incentive plans that require the achievement of significant financial results. Each year our human capital and compensation committee determines compensation by assessing prior year performance against these established financial targets, as well as other factors such as the compensation paid by comparable companies, achievement of strategic objectives, improvements in market share and the professional development and potential of individual officers. Ultimately, the amount of compensation awarded to our executives is determined based on performance and what our human capital and compensation committee believes is in the best interests of our stockholders. We believe that our use of restricted stock units and performance-based restricted stock units, together with an annual incentive bonus program that is based on various combinations of global operating income, sector operating income, and global cash flow from operations as a percentage of revenue shows that we have closely linked executive officer pay to performance. Our pay mix consists primarily of base salary, annual performance-based cash bonuses, performance-based equity incentives and time-based equity incentives. We have no executive retirement plans except our 401(k) plan and deferred compensation plan available to North America employees; the company does not contribute to the deferred compensation plan.

  26. Compensation Structure

    Compensation Structure Although the final structure may vary from year to year and officer to officer, our human capital and compensation committee utilizes three main components for executive officer compensation: base salary, annual incentive bonus and long-term equity incentives. In determining the allocation each year among base salary, annual incentive bonus, and long-term equity incentive compensation, our human capital and compensation committee considers the following factors: our short-term and long-term business objectives, competitive trends within our industry, and the importance of creating a performance-based environment that ties a significant portion of each executive officer’s compensation to the achievement of performance targets and corporate objectives. When considering a

  27. Compensation Structure

    proposed compensation package for an executive officer, our human capital and compensation committee considers the compensation package as a whole, including each element of total compensation. We have no pre-established policy for allocating between either cash and non-cash or short-term and long-term compensation. Our human capital and compensation committee believes that the particular elements of compensation identified above produce a well-balanced mix of stock-based compensation, retention value, and at-risk compensation that collectively provides each executive officer with both short-term and long-term performance incentives. Base pay provides the executive officer with a measure of security as to the minimum level of compensation to be received while the annual and long-term incentive components motivate the executive officer to focus on the business metrics that will maximize company performance over the long term. Our human capital and compensation committee believes that this approach should lead to an increase in stockholder value, provide an appropriate reward for our executive officers, and assist with the retention of our executive officers. While each element of our compensation program is intended to motivate and encourage employees at all levels to drive performance and achieve superior results for our stockholders, there is a different emphasis on the three primary elements based on an employee’s position and ability to impact our financial results. In general, the percentage of performance-based pay, or at-risk pay, increases with job responsibility. This is intended to offer an opportunity for gain in the event of successful performance, matched with the prospect of less compensation when performance falls short of established financial and/or stockholder return targets. The charts below show the mix of base salary, actual annual incentive, and the grant date fair value of equity grants for the CEO and other NEOs in 2023. Consistent with our pay-for-performance philosophy, the largest portion of compensation (approximately 63% for our CEO) is tied to variable or performance-based annual and long-term incentives. Base Salary. Base salaries for our executive officers are determined based on the level of the position within our Company, the individual’s performance in recent periods, and the executive’s potential for continued development within our global organization. The base salary levels, and any changes to those levels for each executive officer, are reviewed and approved each year by our human capital and compensation committee. Such adjustments may be based on factors such as the overall performance of our Company, new roles and responsibilities assumed by the executive, the performance of the executive officer’s area of responsibility, the executive officer’s impact on strategic goals, or revisions to our compensation philosophy. However, there is no specific weighting applied to any one factor in setting the level of base salary, and the process ultimately relies on the subjective exercise of our human capital and compensation committee’s judgment. We believe that providing base salaries around the median of our peer group and the broader market survey provided by our Compensation Consultants will enable us to remain competitive for qualified executive officers.

  28. Compensation Structure

    Each executive officer has a target annual incentive bonus opportunity, expressed as a percentage of base salary, with the ability to earn above or below that target based on our Company’s actual performance. The table below lists the 2023 base salaries and bonus levels for each of our current named executive officers at the different potential achievement outcomes. This table includes both the financial metrics as well as the individual goals.

  29. Compensation Structure

    | | | Annual Incentive Bonus Levels as % of Base Salary | | | | | Name | 2023 Base Salary | 0-59% of Target | 60% of Target | 100% of Target | 120% of Target(1) | | Thomas T. Edman | $900,000 | 0% | 36% | 125% | 256% | | Daniel L. Boehle | $540,000 | 0% | 26% | 80% | 152% | | Catherine A. Gridley | $470,000 | 0% | 26% | 80% | 152% | | Todd B. Schull | $550,000 | 0% | 26% | 80% | 152% | | Douglas L. Soder | $530,000 | 0% | 26% | 80% | 152% | | Philip Titterton | $560,000 | 0% | 26% | 80% | 152% |

  30. Compensation Structure

    Represents maximum potential bonus payout. Individual goals are capped at 100% of target. Annual Incentive Bonus for 2023. In February 2024, our human capital and compensation committee reviewed our 2023 performance relative to the 2023 operating income and cash flow from operations as a percentage of revenue goals. The performance was certified at 86.7% of the global operating income target and 112.6% of our goal for global cash flow from operations as a percentage of revenue. The human capital and compensation committee also reviewed and assessed the performance achieved against the individual goals that had been established for each of the members of the Company’s executive team, including Messrs. Edman, Schull, Soder, Titterton, and Ms. Gridley. We use particular individual performance goals to ensure that other important areas of our business are measured and emphasized, which may include but are not limited to customer satisfaction, market positioning and growth, structural and organizational improvements, and critical projects and assignments. Performance goals do not payout unless our Company achieves its threshold financial performance metrics. As a result, our human capital and compensation committee authorized the payment of 2023 incentive bonuses as follows:

  31. Compensation Structure

    | Name | 2024 Incentive Bonus | Payout as % of Annualized Earnings(1) | | Thomas T. Edman | $1,022,976 | 120% | | Daniel L. Boehle(2) | $148,855 | 28% | | Catherine A. Gridley | $479,539 | 105% | | Todd B. Schull(3) | $417,573 | 76% | | Douglas L. Soder | $374,328 | 76% | | Philip Titterton | $420,064 | 76% |

  32. Compensation Structure

    (1) Represents annualized base earnings to include salary adjustments in 2023 (2) Mr. Boehle succeeded Mr. Schull as our Executive Vice President and Chief Financial Officer on September 11, 2023. (3) Mr. Schull stepped down as our Executive Vice President and Chief Financial Officer, effective September 11, 2023, and thereafter acted as a special advisor to the Chief Executive Officer until his retirement on December 31, 2023. Because such a large percentage of executive officer compensation is performance-based, our human capital and compensation committee invests significant time determining the financial targets for our annual incentive bonus program. In general, management makes the initial recommendation for the financial target based upon our Company’s annual board-approved budget, as well as the bonus opportunity for each officer, and these recommendations are reviewed and discussed by the committee and its advisors. The major factors used in setting one or more targets for a particular year are the results for the most recently completed year and the budget for the current year. Other factors taken into account may include general economic and market conditions. Our human capital and compensation committee sets the final corporate performance goal during our first quarter, typically at a level our human capital and compensation committee believes is challenging, but reasonable, for management to achieve. At the end of each year, our human capital and compensation committee determines the level of achievement for the specified financial goal and awards credit for the achievement of the goal as a percentage of the target bonus. Final determinations as to bonus levels are then based on that percentage. Actual bonuses are generally paid to the executives in the first quarter of the subsequent year.

  33. Compensation Structure

    Long-Term Equity Awards. We believe that providing a significant portion of our executive officers’ total compensation package in equity awards aligns the incentives of our executives with the interests of our stockholders and with our long-term success. By compensating our executives with our equity, executives receive a stake in our Company’s financial future, and the gains realized in the long term depend on the executives’ ability to drive our financial performance. Equity incentive awards are also a useful vehicle for attracting and retaining executive talent in a competitive market. Our human capital and compensation committee develops its equity award determinations based on its judgment as to whether the total compensation packages provided to our executive officers, including prior equity awards and the level of vested and unvested equity awards then held by each participating officer, are sufficient to retain, motivate, and adequately reward the executive officers. This judgment is based in part on information provided by benchmarking studies. In addition, our human capital and compensation committee considers the accounting costs that will be reflected in our financial statements when establishing the forms of equity to be granted and the size of the grants, as well as the potential dilution associated with the equity awards. We currently grant equity awards from the TTM Technologies, Inc. 2023 Incentive Compensation Plan (“2023 Plan”), which was adopted by our Board of Directors and approved by our stockholders and permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and other stock-based awards to our officers, directors, employees, and consultants. Our year-to-date gross share run rate (calculated using granted restricted shares, options and performance shares at target as a percentage of our total outstanding shares) as of January 1, 2024 was 2.3%. As of January 1, 2024, our three-year average share run rate was 2.0%. We believe that these percentages demonstrate our commitment to careful and efficient use of the shares that stockholders have approved for issuance under our 2006 Plan, our 2014 Plan, and our 2023 Plan (and other equity compensation plans our stockholders approve from time to time). We use two forms of equity for long-term equity incentive compensation for our executive officers: RSUs are weighted 52% and PRUs are weighted 48% for named executive officers and RSUs are weighted 30% and PRUs are weighted 70% for our CEO. Each year the committee considers the appropriate mix and form of long-term incentive vehicles. Restricted Stock Units. RSUs represent the right to receive one share of our common stock for each RSU upon the settlement date, which is the date on which certain conditions, such as continued employment with us for a pre- determined length of time, are satisfied. RSU awards reflect both increases and decreases in stock prices from the grant date market prices. RSUs further serve as a key retention vehicle as the award has retention value even during periods in which our trading price does not appreciate, supporting continuity among the senior management team. The vesting schedule for RSUs granted to our executive officers and other employees provides that each award vests in three equal annual installments. Recipients may be entitled to a pro-rata amount of RSUs in the case of the recipient’s death, long term disability or “retirement” (voluntary termination by an employee who is at least 62 or government mandated retirement age, and has at least five years of continuous service). Performance RSUs. In order to strengthen pay-for-performance, our human capital and compensation committee approved a long-term incentive program for our executive officers and certain other members of our senior management team. Our objective of this program is to incentivize performance against financial goals as well as long term total shareholder return. Under the PRU Program, a target number of PRUs are awarded annually using a three-year performance period to encourage long-term retention of the executives of the Company. For PRUs awarded prior to 2023, the number of shares of our common stock released at the end of the three-year performance period will range from zero to 2.4 times the target number of the PRUs granted to each executive depending on the Company’s performance during the period. For the PRU awards in 2023, the number of shares of our common stock

  34. Compensation Structure

    At the end of the three-year performance period, the base calculations of the six performance metrics is then adjusted by applying a modifier to the PRU calculation of the six measurements against the goals set during the performance period. The TSR modifier measures our Company’s TSR based on stock price changes (using for each year’s awards the six-month trailing average closing price at the beginning of the year compared to the six-month trailing average closing price three years later), and assuming reinvestment of dividends, relative to the TSR of our TSR Peer Group for the same three-year period. If our TSR is below the 10th percentile of the TSR Peer Group, the modifier would be zero, and therefore, no shares would be released with respect to the PRU program subject to such three-year performance period. If our TSR is between the 10th and 50th percentile at the end of the three-year performance period, the modifier would range between 0.6 and 1.0, if the TSR is greater than 50% and up to 80% the modifier will range from 1.0 and 1.5. If our TSR is at or above the 80th percentile of the applicable TSR Peer Group for the three-year performance period, the maximum amount of 2.0 will apply, to this component (as illustrated in the graphic above). See the chart below which demonstrates the relationship between the TSR results and the calculation of the TSR modifier used for our FY 2021 and FY 2022 PRU programs.

  35. Compensation Structure

    | 2021-2022 Relative TSR | Maximum Modifier | | 80th percentile & above | 150% | | 50th percentile | 100% | | 10th percentile (Threshold) | 60% | | Below 10th percentile | 0% |

  36. Compensation Structure

    As milestones are achieved, a portion of the Target Amount shall be credited in the Recipient’s constructive account. The amounts credited for each fiscal year in connection with each of the annual revenue goal and EBITDA goal as a percentage of 13 and 1/3% will be as follows: 0% if performance is below minimum level, 6 and 2/3% if performance is at minimum level of 60% of the annual goal (the “Minimum Level vs. the Goal”), 13 and 1/3% if performance is equal to the annual goal (the “Target Level”), and 26 and 2/3% if performance is at or above maximum level of 120% of the annual goal (the “Maximum Level vs. the Goal”). For performance between the Minimum Level vs. the Goal and the Target Level, a proportionate percentage between 6 and 2/3% and 13 and 1/3% will be applied based on relative performance. For performance between the Target Level and the Maximum Level vs. the Goal, a proportionate percentage between 13 and 1/3% and 26 and 2/3% will be applied based on relative performance between target and maximum. The amount credited each PRU recipient’s constructive account at the end of each year during the three year performance period is the “Conditional PRU Award.” Following the completion of the three year performance period, the Conditional PRU Award will be adjusted by adding the TSR calculation. The threshold level of TSR performance is at the 25th percentile of the TSR Peer Group at the end of the three year period (the “Minimum TSR Level”), the target level performance is the 50th percentile of the TSR Peer Group (the “Target Level”) and the maximum level of TSR performance shall be at or above the 75th percentile of the TSR Peer Group at the end of the three year period (the “Maximum TSR Level”). The TSR Component will be based on the Company’s fiscal three-year common stock price change as compared to the fiscal three-year common stock price change for each company listed in the TSR Peer Group over the same period. For performance between the Minimum TSR Level and the Target Level, a proportionate TSR Component percentage between 50% and 100% will be applied based on actual relative performance and for performance between the Target Level and the Maximum TSR Level, a proportionate TSR Component percentage between 100% and 200% will be applied based on actual relative performance. The TSR Component will be equal to zero if the Minimum TSR Level is not met, resulting in no payout for this stand-alone component of the PRU program. The TSR Component shall equal 20% of the Target Amount at the Target Level performance after the three year period. The TSR Component shall equal 40% of the Target Amount at or above the Maximum TSR Level performance at the end of the three year period. The chart below illustrates the TSR Component with respect to the Company’s TSR performance relative to the TSR of the TSR Peer Group during the Performance Period:

  37. Compensation Structure

    | Payout of Target Amount Relative to TSR Peer Group TSR | | | | Minimum | Target | Maximum | | (25thpercentile) | (50thpercentile) | (75thpercentile or above) | | 50% | 100% | 200% |

  38. Compensation Structure

    Equity Award Mix. Our human capital and compensation committee may in the future adjust the mix of equity award types or approve different awards as part of the overall long-term incentive award. Awards made in connection with a new, extended or expanded employment relationship may involve a different mix of performance and time-vested RSUs, options or other equity-related awards depending on our human capital and compensation committee’s assessment of the total compensation package being offered. Long-Term Equity Awards for 2023. Our human capital and compensation committee balances the mix of time-vested RSUs, which are designed to promote retention, and PRUs, which are designed to grow long-term value with our Company, in accordance with the overall philosophy valuing both components of equity compensation, with an emphasis on driving long-term value. In determining the ratio between PRU and time-vested RSU awards, the human capital and compensation committee reviewed and took into consideration compensation practices at other companies, our Compensation Consultants’ recommendations, and the human capital and compensation committee’s desire to ensure that a significant portion of equity compensation be tied to our Company’s performance against our peers. Additionally, the human capital and compensation committee desired to ensure that its equity program was competitive, provided long-term retention of critical leadership talent, and best aligned pay practices with the interests of our stockholders. The following table sets

  39. Compensation Structure

    forth the value of our 2023 equity awards and the number of time-vested RSUs and (at target) PRUs awarded to our executive officers for 2023.

  40. Compensation Structure

    | | Dollar Value of Equity Grants | | | Number of Shares of Equity Grants(1) | | | | Name | Performance | Time-Vested | Total | Performance | Time-Vested(2) | Total | | Thomas T. Edman | $1,540,000 | $660,000 | $2,200,000 | 111,918 | 47,965 | 159,883 | | Daniel L. Boehle | $175,000 | $427,000 | $602,000 | 13,157 | 32,105 | 45,262 | | Catherine A. Gridley | $495,000 | $405,000 | $900,000 | 35,973 | 29,433 | 65,406 | | Todd B. Schull | $— | $416,000 | $416,000 | — | 30,232 | 30,232 | | Douglas L. Soder | $522,000 | $428,000 | $950,000 | 37,936 | 31,104 | 69,040 | | Philip Titterton | $605,000 | $495,000 | $1,100,000 | 43,968 | 35,973 | 79,941 |

  41. Compensation Structure

    (1) The number of RSUs awarded to each of our executive officers, except for Daniel L Boehle, was calculated using a dollar value per share of $13.76, which was the six-month trailing average closing price of our common stock as of June 22, 2023, the grant date for those awards. On June 22, 2023, the closing sales price for our common stock was $13.89. The number of RSUs awarded to Daniel L. Boehle was calculated using a dollar value per share of $13.30, which was the six-month trailing average closing price of our common stock as of August 21, 2023, the grant date for those awards. On August 21, 2023, the closing sales price for our common stock was $14.68. (2) One-third of the Time-Vested RSUs vest on each of the first three anniversaries of the grant date. The annual financial performance goal or goals for future years will be established in the first quarter of each of those subsequent years, and may or may not be based on our revenue and/or adjusted EBITDA in those years. Whether any units credited under our future grants will be paid out in shares at the end of the applicable three-year period will depend on future results and our TSR during that period, neither of which is determinable until the end of the three-year period. Settlement of PRUs for 2021-2023 Performance Period. The PRUs granted in 2021 have vested and resulted in the issuance of shares to some of our executive officers. The below charts detail the calculations of the PRUs that vested in 2023 and were paid out in 2024. The final TSR modifier was 70%, which was then applied against the financial results for each tranche resulting in the final shares released, which was 75.1% of the original granted shares.

  42. Compensation Structure

    The following chart lists each of the companies that have been included by our human capital and compensation committee in the Executive Compensation Peer Group and TSR Peer Groups for 2022 and 2023:

  43. Compensation Structure

    | Companies | Executive Compensation Peer Group | | TSR Peer Group | | | | 2022 | 2023 | 2022 | 2023 | | AAR Corp. | | ✓ | | | | Advanced Micro Devices | ✓ | | | | | Aerojet Rocketdyne Holdings | | ✓ | | | | Amphenol | | | ✓ | ✓ | | AT&S | | | ✓ | ✓ | | AVX | ✓ | | | | | BAE | | | | ✓ | | Benchmark Electronics | ✓ | ✓ | ✓ | ✓ | | Celestica | ✓ | ✓ | ✓ | ✓ | | Chin Poon Industrial | | | ✓ | ✓ | | Cobham | | | ✓ | | | Crane Aerospace | | ✓ | ✓ | ✓ | | Cubic | ✓ | | | | | Curtiss-Wright | ✓ | ✓ | | | | Daeduck Electronics | | | ✓ | ✓ | | DRS Rada | | | | ✓ | | Fabrinet | ✓ | ✓ | | | | Firan Technology Group | | | ✓ | ✓ | | Flextronics International | | | ✓ | ✓ | | Gold Circuit Electronics | | | ✓ | ✓ | | Hexcel Corporation | | ✓ | | | | IPG Photonics Corporation | | ✓ | | | | ISU Petasys | | | ✓ | ✓ | | Jabil | | | ✓ | ✓ | | Kimball Electronics | | ✓ | | | | L3 Harris | | | | ✓ | | Leidos | | | | ✓ | | Littelfuse, Inc. | | ✓ | | | | Methode Electronics | | ✓ | | | | Mercury Systems | | ✓ | ✓ | ✓ | | Moog | ✓ | ✓ | | | | Nanya Technology | | | ✓ | | | ON Semiconductor | ✓ | | | | | Plexus | ✓ | ✓ | ✓ | ✓ | | Samsung Electro-Mechanics | | | ✓ | | | Sanmina | ✓ | ✓ | ✓ | ✓ | | Teledyne Technologies | ✓ | ✓ | | | | Trimble Navigation | ✓ | ✓ | | | | Tripod Technology | | | ✓ | ✓ | | Triumph Group | ✓ | ✓ | | | | Unimicron Technology | | | ✓ | | | Unitech Printed Circuit Board | | | ✓ | | | Vishay | ✓ | ✓ | | | | WUS Printed Circuit | | | ✓ | ✓ | | Zebra Technologies | ✓ | ✓ | | | | Zhen Ding Technology Holding | | | ✓ | ✓ |

  44. Compensation Structure

    The peer groups are not used for the stock price performance graph included in our Annual Report on Form 10-K for the year ended January 1, 2024. That Form 10-K performance graph compares the cumulative total stockholder return on our common stock against the cumulative total return on the NASDAQ Composite Index and the Dow Jones U.S. Electrical Components & Equipment Index. Exequity recommended the use of peer group data (where available) combined with data obtained from a broader compensation survey conducted by AON Radford (the “AON Radford Survey”) for comparing compensation of our executive officers. Exequity recommended the use of the AON Radford Survey 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, in order to align with the criteria used to select our 2023 Peer Group. As discussed above, our compensation philosophy targets the compensation levels of our executive officers around the 50th percentile of comparable officers at comparable companies, as derived from both peer group data and broader composite survey data. Our human capital and compensation committee may have varied from this target range for various elements of compensation depending on the executive officer’s job performance, skill set, level of responsibilities, prior compensation and business conditions. The compensation for our executive officers discussed herein for 2023 falls generally within this targeted range. Our human capital and compensation committee intends to continue its practice of retaining consultants from time to time, as it deems appropriate, to advise it with respect to its policies and to provide compensation data from comparable companies. Risk Management Considerations. Our human capital and compensation committee believes that our performance-based bonus and equity programs for all eligible employees, including our executive officers, provide incentives to create long-term stockholder value. Several elements of the programs are also designed to discourage behavior that leads to excessive risk: • Annual incentive bonus compensation programs for management personnel are based on a combination of consolidated company, business unit and/or facility results, as well as individual goals that are established with input from the specific employee and their supervisors. This type of program design motivates business units to work together to achieve greater returns for our stockholders. In any one year, because we are comprised of a number of different business units, managers in high-performing business units may receive significantly more compensation than managers in business units that do not perform as well. • Our human capital and compensation committee believes that operating income and operating cash flow as a percentage of revenues, the financial metrics used to determine the amount of an executive’s annual incentive bonus, are measures that drive long-term stockholder value. Moreover, the committee attempts to set ranges for these metrics that encourage success without encouraging excessive risk taking to achieve short-term results. • The use and equal weighting of both revenue and adjusted EBITDA performance metrics in our PRU program limits the ability of an executive to be rewarded for taking excessive risk on behalf of our Company by, for example, seeking revenue-enhancing opportunities at the expense of adjusted EBITDA, since performance is required on both metrics to maximize payout under the Company’s PRU program. • The metrics used to determine vesting of our PRUs are based on rolling three-year performance periods of our Company’s performance and the price of the stock of the Company over a six-month average. The committee believes that these extended performance periods encourage executives to attain sustained performance over several periods, rather than performance in a more limited period. Our time-vested RSUs vest over a three-year period, encouraging executives to strive for long-term appreciation in equity values.

  45. Other Compensation Elements

    for the acceleration of vesting of a pro-rated amount of RSUs based upon the number of months the retired, retirement-eligible, deceased or disabled employee was employed with us during the vesting period. In all other terminations of employment, including termination without cause, all unvested RSUs will be forfeited. Executive Officers and Certain Senior Officers. Our Board of Directors has approved Executive Change in Control Severance Agreements (“Severance Agreements”) for each of our executive officers and several other senior officers. Each of the Severance Agreements are “double trigger” severance agreements which provide that, subject to our Company receiving a general release of claims from the executive, in the event the executive’s employment is terminated (i) by our Company without “Cause” during a “Pending Change in Control” (as such terms are defined in the Severance Agreement) or within 12 months following a “Change in Control” (as defined in the Severance Agreement) or (ii) by the executive for “Good Reason” (as defined in the Severance Agreement) within 12 months following a Change in Control, the executive will be entitled to receive payments without gross-ups as set forth in the disclosure provided on the Potential Payments Upon Change in Control or Termination chart on page 54. The incentive equity agreements provided to each executive that has received RSUs and PRUs provide that upon a change in control, so long as the acquiring entity assumes the equity awards, the executives would continue to vest in their previously granted equity awards. However, if upon a change in control the executive’s employment is terminated within twelve months of the change in control or, if the acquiring entity does not assume the equity awards granted to executives prior to the change in control, the unvested awards of RSUs and PRUs then outstanding would immediately vest, in full and at target, at the time of the change in control. Calculations of the payments due to our named executive officers upon certain terminations of employment and/or in connection with a change in control are set forth under “Potential Payments Upon Change in Control or Termination.”

  46. Approval Process for Equity Grants

    Approval Process for Equity Grants Executives and other employees currently receive long-term equity awards pursuant to the terms of our 2023 Plan. Awards may also be granted outside of the 2023 Plan to the extent those grants are permitted by the NASDAQ rules. Our human capital and compensation committee administers the 2023 Plan and establishes the rules for all awards granted thereunder, including grant guidelines, vesting schedules, and other provisions. The human capital and compensation committee reviews these rules from time to time and considers, among other things, the interests of our stockholders, market conditions, information provided by our compensation consultant and legal advisor, performance objectives, and recommendations made by our Chief Executive Officer. Our human capital and compensation committee reviews awards for all employees. The human capital and compensation committee has established a process in which our human capital and compensation committee reviews the recommendations of our Chief Executive Officer for executives (other than himself) and other employees, modifies the proposed grants in certain circumstances, and approves the awards effective as of the date of its approval. Equity awards are granted at scheduled board meetings. We have no practice of timing board meetings or grants of equity awards to coordinate with the release of material non-public information, and we have not timed the release of material non-public information for the purpose of affecting the value of named executive officer compensation. In addition, our practice of calculating the number of equity awards based on the six-month trailing average closing price of our common stock mitigates the effects of both our stock price volatility and the impact of grant timing.

  47. Impact of Tax and Accounting

    Code Section 409A. Section 280G of the Code imposes an excise tax on payments to executives of severance or change in control compensation that exceed the levels specified in the Section 280G rules. Our executive officers could receive the amounts shown in the section entitled “Potential Payments Upon Change in Control or Termination” below as severance or change in control payments that could trigger this excise tax. We do not offer our officers as part of their change in control benefits any gross ups related to this excise tax under Code Section 4999. Accounting Considerations. When determining amounts of long-term incentive grants to executives and employees, our human capital and compensation committee examines the accounting cost associated with the grants. Under ASC Topic 718, Compensation – Stock Compensation, grants of stock options and restricted stock units result in an accounting charge equal to the grant date fair value of those securities. For time-vested RSUs, the accounting cost is generally equal to the fair market value of the underlying shares of common stock on the grant date of the award. The cost is then amortized over the requisite service period. For PRUs, the accounting cost is calculated using a Monte Carlo simulation model. Our human capital and compensation committee believes that the many advantages of equity compensation, as discussed above, more than compensate for the non-cash accounting expense associated with them.

  48. Fiscal Year 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Non- Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | Thomas T. Edman | 2023 | $852,000 | $1,221,347 | $1,022,976 | $13,200 | $3,109,523 | | President, Chief Executive Officer | 2022 | $824,000 | $1,064,521 | $2,103,044 | $12,200 | $4,003,765 | | | 2021 | $762,500 | $1,017,226 | $803,758 | $11,600 | $2,595,084 | | Daniel L. Boehle (4) | 2023 | $186,923 | $536,560 | $148,855 | $— | $872,338 | | Executive Vice President and | | | | | | | | Chief Financial Officer | | | | | | | | Todd B. Schull (5) | 2023 | $550,000 | $419,922 | $417,573 | $14,700 | $1,402,195 | | Former Executive Vice President and | 2022 | $525,000 | $551,403 | $797,463 | $13,300 | $1,887,166 | | Chief Financial Officer | 2021 | $492,500 | $590,618 | $335,989 | $11,600 | $1,430,707 | | | | | | | | $— | | Catherine A. Gridley | 2023 | $456,155 | $587,250 | $479,539 | $13,200 | $1,536,144 | | Executive Vice President and | 2022 | $427,500 | $507,439 | $600,173 | $12,200 | $1,547,312 | | President, A&D Sector | 2021 | $387,500 | $492,488 | $202,225 | $11,600 | $1,093,813 | | Douglas L. Soder | 2023 | $516,157 | $620,198 | $374,328 | $53,208 | $1,563,891 | | Executive Vice President and | 2022 | $507,500 | $551,403 | $771,744 | $(63,551) | $1,767,096 | | President Commercial Sector | 2021 | $492,500 | $590,618 | $509,762 | $292,860 | $1,885,740 | | Philip Titterton | 2023 | $550,770 | $717,746 | $420,064 | $13,200 | $1,701,780 | | Executive Vice President and | 2022 | $525,000 | $596,255 | $791,785 | $17,723 | $1,930,763 | | Chief Operating Officer | 2021 | $440,000 | $590,618 | $297,121 | $11,600 | $1,339,339 |

  49. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  50. Fiscal Year 2023 Grants of Plan-Based Awards

    Fiscal Year 2023 Grants of Plan-Based Awards The following table provides information on awards granted under our annual management incentive plan for fiscal year 2023 and awards of PRUs and awards of time-based RSUs granted as part of 2023 long-term incentive compensation.

  51. Fiscal Year 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts | | | | Estimated Future Payouts | | | All Other Stock Awards: Number of | Fair Value | Grant-Date | | | Type of | Grant | Under Non-Equity Incentive Plan Awards(1) | | | | Under Equity Incentive Plan Awards(2) | | | Shares of Stock | of Stock Awards | Fair Value of Stock | | Name | Award | Date | Threshold | | Target | Maximum | Threshold | Target | Maximum | or Units(3) | ($/Sh) | Awards(4) | | Thomas T. Edman | Incentive Bonus | | $320,625 | $320,625 | $1,125,000 | $2,306,284 | | | | | | | | | PRU | 6/22/2023 | | | | | — | 111,918 | 223,836 | | $14.88 | $555,113 | | | RSU | 6/22/2023 | | | | | | | | 47,965 | $13.89 | $666,234 | | Daniel L. Boehle | Incentive Bonus | | $142,560 | | $432,000 | $820,800 | | | | | | | | | PRU | 8/21/2023 | | | | | — | 13,157 | 26,314 | | $14.88 | $65,259 | | | RSU | 8/21/2023 | | | | | | | | 32,105 | $14.68 | $471,301 | | Catherine A. Gridley | Incentive Bonus | | $124,080 | | $376,000 | $714,400 | | | | | | | | | PRU | 6/22/2023 | | | | | — | 35,973 | 71,946 | | $14.88 | $178,426 | | | RSU | 6/22/2023 | | | | | | | | 29,433 | $13.89 | $408,824 | | Todd B. Schull | Incentive Bonus | | $145,200 | | $440,000 | $836,000 | | | | | | | | | PRU | 6/22/2023 | | | | | | | | | $14.88 | $— | | | RSU | 6/22/2023 | | | | | | | | 30,232 | $13.89 | $419,922 | | Douglas L. Soder | Incentive Bonus | | $139,920 | | $424,000 | $805,600 | | | | | | | | | PRU | 6/22/2023 | | | | | — | 37,936 | 75,872 | | $14.88 | $188,163 | | | RSU | 6/22/2023 | | | | | | | | 31,104 | $13.89 | $432,035 | | Philip Titterton | Incentive Bonus | | $147,840 | | $448,000 | $851,200 | | | | | | | | | PRU | 6/22/2023 | | | | | — | 43,968 | 87,936 | | $14.88 | $218,081 | | | RSU | 6/22/2023 | | | | | | | | 35,973 | $13.89 | $499,665 |

  52. Fiscal Year 2023 Grants of Plan-Based Awards

    Amounts represent the range of possible cash payouts for 2023 awards under our management incentive bonus plan.

  53. Fiscal Year 2023 Grants of Plan-Based Awards

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  54. Fiscal Year 2023 Grants of Plan-Based Awards

    Amounts represent the range of shares that may be released at the end of the three-year performance period applicable to the PRU award assuming achievement of threshold performance. If our revenue and EBITDA performance is below threshold for each year during the performance period or if our TSR for the period is in the bottom 25th percentile of the TSR Peer Group, no shares will be released at the end of the period. See the discussion of PRU awards under “Compensation Discussion and Analysis — Equity Awards.” (3) The RSU awards vest one-third on each of the first, second and third anniversaries of the date of grant. (4) See footnote (1) to the Fiscal Year 2023 Summary Compensation Table for a description of the method used to determine the grant date fair value of stock awards.

  55. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by our named executive officers as of January 1, 2024.

  56. Outstanding Equity Awards at Fiscal Year-End

    | | | | | | Equity | | | | | | | Incentive | | | | | | Equity | Plan | | | | | | Incentive | Awards: | | | | | Market | Plan | Market | | | | | Value of | Awards: | Value of | | | | | Shares | Number of | Unearned | | | | | or Units | Unearned | Shares, | | | | Number of | of | Shares, Units | Units or | | | | Shares or | Stock | or Other | Other | | | | Units of Stock | that | Rights that | Rights that | | | Grant | that Have Not | Have Not | Have Not | Have Not | | Name | Date | Vested | Vested(1) | Vested | Vested(1) | | Thomas T. Edman(2) | 6/22/2023 | 47,965(3) | $758,327 | 106,962(7) | $1,691,069 | | | 6/22/2022 | 29,874(4) | $472,308 | 110,379(8) | $1,745,092 | | | 6/22/2021 | 12,388(5) | $195,854 | 65,122(9) | $1,029,579 | | Daniel L. Boehle | 8/21/2023 | 32,105(6) | $507,580 | 12,574(7) | $198,795 | | Catherine A. Gridley | 6/22/2023 | 29,433(3) | $465,336 | 34,380(7) | $543,548 | | | 6/22/2022 | 18,395(4) | $290,825 | 35,626(8) | $563,247 | | | 6/22/2021 | 7,754(5) | $122,591 | 21,294(9) | $336,658 | | Todd B. Schull | 6/22/2022 | —(4) | $— | 38,747(8) | $612,590 | | | 6/22/2021 | —(5) | $— | 25,583(9) | $404,467 | | Douglas L. Soder | 6/22/2023 | 31,104(3) | $491,754 | 36,256(7) | $573,207 | | | 6/22/2022 | 19,980(4) | $315,884 | 38,747(8) | $612,590 | | | 6/22/2021 | 9,291(5) | $146,891 | 25,583(9) | $404,467 | | Philip Titterton | 6/22/2023 | 35,973(3) | $568,733 | 42,021(7) | $664,352 | | | 6/22/2022 | 21,613(4) | $341,702 | 41,869(8) | $661,949 | | | 6/22/2021 | 9,291(5) | $146,891 | 25,583(9) | $404,467 |

  57. Outstanding Equity Awards at Fiscal Year-End

    (1) Based on the closing price of our common stock on January 1, 2024. (2) Mr. Edman has 35,261 shares issuable upon delivery of shares underlying vested RSUs, of which the delivery of 18,826 shares is deferred until retirement and the delivery of 16,435 shares is deferred until one year after retirement from our Board of Directors. (3) Such RSUs will vest one-third on each of June 22, 2024, 2025, and 2026. (4) Such RSUs will vest 50% on each of June 22, 2024 and 2025. (5) Such RSUs will vest on June 22, 2024. (6) Such RSUs will vest one-third on each of August 21, 2024, 2025 and 2026 Represents the number of PRUs granted in fiscal 2023, adjusted for actual achievement during 2023 on the annual metrics of revenue and EBITDA (each of which is equally weighted) with respect to the first one-third portion of the award attributable to 2023 performance. For 2023, performance on the annual revenue metric was 88.1% of target and performance on the annual EBITDA metric was 90.6% of target, resulting in a blended multiplier of 89.4% for the 2023 performance period. The blended multiplier of 89.4% for the 2023 performance period applies to the first one-third of the PRU; and the remaining units are reported at target and

  58. Outstanding Equity Awards at Fiscal Year-End

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  59. Outstanding Equity Awards at Fiscal Year-End

    will be adjusted based on actual revenue and EBITDA performance during the applicable performance periods. Total PRUs credited at the conclusion of 2024 will be adjusted by our performance on TSR as compared to the TSR Peer Group, which will determine the number of shares, if any, released at the end of the three-year performance period. Represents the number of PRUs granted in fiscal 2022, adjusted for actual achievement during the annual metrics of revenue and EBITDA (each of which is equally weighted) with respect to the first one-third portion of the award attributable to 2022 performance and the second one-third portion of the award attributable to 2023 performance and the remaining one-third portion of the award attributable to 2023 performance. For 2022, performance on the annual revenue metric was 102.9% of target and performance on the annual EBITDA metric was119.1% of target, resulting in a blended multiplier of 111% for the 2022 performance period. For 2023, performance on the annual revenue metric was 88.1% of target and performance on the annual EBITDA metric was 90.6% of target, resulting in a blended multiplier of 89.4% for the 2023 performance period. The blended multiplier of 111% for the 2022 performance period applies to the first one-third of the PRUs; the blended multiplier of 89.4% for the 2023 performance period applies to the second one-third of the PRUs; and the remaining units are reported at target and will be adjusted based on actual revenue and EBITDA performance during the 2023 performance period. Total PRUs credited at the conclusion of 2023 will be adjusted by our performance on TSR as compared to the TSR Peer Group, which will determine the number of shares, if any, released at the end of the three- year performance period. (9) Represents the number of PRUs granted in fiscal 2021, adjusted for actual achievement during 2021, 2022 and 2023 on the annual metrics of revenue and EBITDA (each of which is equally weighted) with respect to the first one-third portion of the award attributable to 2021 performance, the second one- third portion of the award attributable to 2022 performance and the remaining one-third portion of the award attributable to 2023 performance. For 2021, performance on the annual revenue metric was 104.6% of target and performance on the annual EBITDA metric was 97.3% of target, resulting in a blended multiplier of 100.9% for the 2021 performance period. For 2022, performance on the annual revenue metric was 102.9% of target and performance on the annual EBITDA metric was 119.1% of target, resulting in a blended multiplier of 111% for the 2022 performance period. For 2023, performance on the annual revenue metric was 88.1% of target and performance on the annual EBITDA metric was 90.6% of target, resulting in a blended multiplier of 89.4% for the 2023 performance period. The blended multiplier of 100.9% for the 2021 performance period applies to the first one- third of the PRUs; the blended multiplier of 111% for the 2022 performance period applies to the second one-third of the PRUs; and the blended multiplier of 89.4% for the 2023 performance period applies to the remaining one-third of the PRUs. Total PRUs credited at the conclusion of 2023 are adjusted by our performance on TSR as compared to the TSR Peer Group, which determines the number of shares, if any, released at the end of the three- year performance period. Our TSR performance over such three-year performance period was at the 20th percentile, which resulted in a TSR modifier of 70% that applies to the shares banked under the 2021 PRU Awards. As a result, final payout under the 2021 PRU awards was 75.1% of the target number of shares granted. Such PRUs vested on February 22, 2024.

  60. Stock Vested In Fiscal Year 2023

    Stock Vested In Fiscal Year 2023 The following table sets forth information concerning the value realized by each of our named executive officers upon the vesting of stock awards during Fiscal Year 2023.

  61. Stock Vested In Fiscal Year 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Thomas T. Edman | 136,185 | $1,876,315 | | Catherine A. Gridley | 54,999 | $759,148 | | Todd B. Schull | 66,154 | $912,961 | | Douglas L. Soder | 66,154 | $912,961 | | Philip Titterton | 66,970 | $924,295 |

  62. Stock Vested In Fiscal Year 2023

    (1) The value realized equals the fair market value of our common stock on the date of vesting multiplied by the number of shares released on vest date.

  63. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table Under our nonqualified deferred compensation plan, our named executive officers are permitted to defer up to 100% of annual incentive bonuses received in a particular plan year. Interest on contributions is based on the valuation funds selected by our human capital and compensation committee and subsequently chosen by the participant. Funds held under the plan are paid out six months following the separation of any participant from service with our Company. The payout term will be in the form selected by the individual participant, unless the participant’s separation from service with our Company is prior to retirement (which is considered under the plan to be on or after attainment of age 62 with at least five years of continuous service with our

  64. 2023 Nonqualified Deferred Compensation Table

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  65. 2023 Nonqualified Deferred Compensation Table

    Company). If separation occurs prior to retirement or the participant’s account balance is under $25,000, the payout will be made in the form of a lump sum. The following table sets forth information concerning our named executive officers’ contributions, earnings, and balances under our nonqualified deferred compensation plan for the fiscal year 2023. We do not contribute to the deferred compensation plan.

  66. 2023 Nonqualified Deferred Compensation Table

    | Name | Aggregate Beginning Balance | Executive Contributions in Last Fiscal Year(1) | Employer Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year(2) | Aggregate Withdrawals/ Distributions | Aggregate Balance in Last Fiscal Year End | | Thomas T. Edman | $2,626,363 | $2,053,623 | — | $316,816 | — | $4,996,802 | | Daniel L. Boehle | — | — | — | — | — | — | | Catherine A. Gridley | — | — | — | — | — | — | | Todd B. Schull | $3,478,602 | $598,097 | — | $833,315 | — | $4,910,014 | | Douglas L. Soder | $811,947 | 385,872 | — | $224,102 | — | $1,421,921 | | Philip Titterton | — | — | — | — | — | — |

  67. 2023 Nonqualified Deferred Compensation Table

    (1) Reflects amounts of the Non-Equity Incentive Compensation earned and reported in the Summary Compensation Table for Fiscal Year 2023, but were deferred from payment in fiscal 2023. (2) We do not provide above-market or preferential earnings on contributions to our nonqualified deferred compensation plan, so these amounts were not reported in the Fiscal Year 2023 Summary Compensation Table.

  68. Potential Payments Upon Change in Control or Termination

    Potential Payments Upon Change in Control or Termination We have entered into “Severance Agreements” with each of Messrs. Edman, Boehle, Schull, Soder, Titterton and Ms. Gridley. Each Severance Agreement provides that, in the event the executive’s employment is terminated by (1) our Company without cause during a pending change in control or within 12 months following a change in control, or (2) by the executive for good reason within 12 months following a change in control, the executive will be entitled to receive a lump sum in cash equal to two times the sum of (a) the executive’s annual base salary and (b) the amount of the executive’s annual target bonus for the fiscal year during which the executive is terminated assuming the achievement of 100% of the performance target levels associated with such annual target bonus. In addition, the unvested portions of all of such executive’s RSUs and PRUs then outstanding would immediately vest, in full, as of the date of termination. The Severance Agreements also provide for a twelve-month non-solicitation covenant and customary confidentiality obligations. The change in control severance payments and accelerated vesting of equity awards are intended to provide a level of transition assistance in the event of an involuntary termination of employment and to keep our executives focused on our business rather than their personal circumstances. Our human capital and compensation committee believes these provisions are fair and reasonable based on its understanding of market practices among industry competitors and within the broader environment of technology companies and similarly sized businesses. We believe that it is appropriate to require a termination of employment within one year following a change in control before full vesting is accelerated and the cash severance amounts become payable. We presume that such a termination would likely be due to the change in control and not the employee’s performance. For executives not terminated within one year of a change in control, as long as the acquiring entity assumes such awards, the executives would continue to vest in their awards as they contribute to the success of the surviving company. We also believe these severance benefits are an essential element of our compensation package for executive officers and assist us in recruiting and retaining talented individuals. If upon a change in control the acquiring entity does not assume the equity awards granted to executives prior to the change in control, the unvested awards of RSUs and PRUs then outstanding would immediately vest at the time of the change in control. With respect to PRU vesting, the recipient would be eligible to receive the greater of: (i) the target amount of shares subject to the PRU Award, or (ii) the calculation of the PRU that would have been granted if the financial results and TSR results were measured as such results were at the time of the Change in Control on a pro-forma basis plus the remainder of the target amount of shares that would have vested. In the event of a termination “without cause” and if such recipient satisfies certain conditions for early retirement (as such term is defined in the form of RSU Agreement), the Agreement provides for the acceleration

  69. Potential Payments Upon Change in Control or Termination

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  70. Potential Payments Upon Change in Control or Termination

    of vesting of a number of RSUs equal to the product obtained by multiplying the number of unvested RSUs that would vest in the 12-month period commencing on the date of grant, or if later occurring, the most recent anniversary of the date of grant, by a fraction, the numerator of which is the number of whole months since the date of grant, or if later occurring, the most recent anniversary of the date of grant, and the denominator of which is 12 months, rounded down to the nearest whole share. In the event of a termination “without cause” as defined in the PRU Agreement after a change in control, the recipient would be eligible to receive, the greater of: (i) the target amount of shares subject to the PRU Award, or (ii) in the event of a change in control the calculation of the PRU that would have been granted if the financial results and TSR results were measured as such results were at the time of the change in control on a pro-forma basis, prorated for the amount of the performance period elapsed plus the remainder of the target amount of shares that would have vested. The following tables set forth certain information regarding potential payments and other benefits that would be payable to each of our named executive officers upon a change in control of our Company and/or upon a termination of our named executive officer’s employment. In the case of retirement, death or long term Disability, this will result in a pro-rated award for equity and a pro-rated annual cash incentive. The tables below assume that the termination or change in control event took place on January 1, 2024.

  71. Potential Payments Upon Change in Control or Termination

    | Name | Executive Benefits(1) | Termination Without Cause | Change in Control (No Termination)(2) | Change in Control (No Termination)(3) | Termination Without Cause Pending a Change in Control | Termination Without Cause or for Good Reason, each Within 12 Months Following a Change in Control(3) | | Thomas T. Edman | Accelerated RSUs(4) | — | $1,426,489 | — | $1,426,489 | $1,426,489 | | | Accelerated PRUs(4) | — | $4,792,027 | — | — | $4,792,027 | | | Severance(5) | — | | — | $4,050,000 | $4,050,000 | | Daniel L. Boehle | Accelerated RSUs(4) | — | $507,580 | — | $507,580 | $507,580 | | | Accelerated PRUs(4) | — | $208,012 | — | — | $208,012 | | | Severance(5) | — | — | — | $1,944,000 | $1,944,000 | | Catherine A. Gridley | Accelerated RSUs(4) | — | $878,751 | — | $878,751 | $878,751 | | | Accelerated PRUs(4) | — | $1,550,091 | — | — | $1,550,091 | | | Severance(5) | — | — | — | $1,692,000 | $1,692,000 | | Todd B. Schull | Accelerated RSUs(4) | — | $232,075 | — | $232,075 | $232,075 | | | Accelerated PRUs(4) | — | $1,118,368 | — | — | $1,118,368 | | | Severance(5) | — | — | — | $1,980,000 | $1,980,000 | | Douglas L. Soder | Accelerated RSUs(4) | — | $954,529 | — | $954,529 | $954,529 | | | Accelerated PRUs(4) | — | $1,718,136 | — | — | $1,718,136 | | | Severance(5) | — | — | — | $1,908,000 | $1,908,000 | | Philip Titterton | Accelerated RSUs(4) | — | $1,057,325 | — | $1,057,325 | $1,057,325 | | | Accelerated PRUs(4) | — | $1,860,205 | — | — | $1,860,205 | | | Severance(5) | — | — | — | $2,016,000 | $2,016,000 |

  72. Potential Payments Upon Change in Control or Termination

    (1) Amounts represented in the table do not include restricted stock units or performance-based restricted units that are fully vested, earned salary, and accrued vacation, as those items are earned and due to the named executive officer regardless of such termination or change in control events. It also does not include amounts payable under life insurance coverage, our accidental death and dismemberment coverage or our business travel accident coverage, which are programs available to all of our full-time employees. The amounts listed assume that the termination or change in control event took place on January 1, 2024. (2) Assumes that the RSUs and PRUs are not assumed by the acquiring entity in connection with the change in control. (3) Assumes that the RSUs and PRUs are assumed by the acquiring entity in connection with the change in control. The amount listed for accelerated RSUs and PRUs is based on the closing price of our common stock on January 1, 2024.

  73. Potential Payments Upon Change in Control or Termination

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  74. Potential Payments Upon Change in Control or Termination

    The amount listed is calculated with the formula described above using an annual target bonus of 125% of base salary for Mr. Edman and 80% of base salary for each of Messrs. Boehle, Schull, Soder, Titterton and Ms. Gridley for fiscal year 2023, which represents the percentage of base salary payable as a bonus upon achievement of 100% of the performance target levels associated with such annual target bonus, as set forth in the Severance Agreements.

  75. CEO Pay Ratio

    CEO Pay Ratio In determining the CEO pay ratio for the Company, it is important to note that the Company has approximately 15,800 total employees around the world, and approximately 9,600 of such employees reside in Asia with pay that is generally lower than the pay of our North American based employees.

  76. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table 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 our non-PEO NEOs, as determined in accordance with SEC rules; total shareholder return (“TSR”); net income; and operating income for our fiscal years 2023, 2022, 2021, and 2020:

  77. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return (10) | Peer Group Total Shareholder Return (11) | Net Income (Dollars in Thousands) | Operating Income (Dollars in Thousands) | | 2023 | $3,109,523 | $3,179,981(2) | $1,415,270 | $1,375,921(6) | $105 | $134 | $(18,718) | $42,316 | | 2022 | $4,003,765 | $3,381,968(3) | $1,783,084 | $1,606,848(7) | $100 | $109 | $94,583 | $210,408 | | 2021 | $2,595,084 | $2,364,664(4) | $1,453,843 | $1,451,097(8) | $99 | $142 | $54,414 | $125,991 | | 2020 | $2,610,139 | $2,190,144(5) | $1,367,753 | $1,298,465(9) | $92 | $119 | $177,535 | $28,092 |

  78. PAY VERSUS PERFORMANCE

    (1) The PEO for each of the years presented within this table is Mr. Edman, President, and Chief Executive Officer. The Non-PEO NEOs for 2023 were Ms. Gridley and Messrs. Boehle, Schull, Soder and Titterton. The Non-PEO NEOs for 2022 were Ms. Gridley and Messrs. Schull, Soder and Titterton. The Non-PEO NEOs for 2021 were Messrs. Schull, Soder, Titterton, and Weber. The Non-PEO NEOs for 2020 were Ms. Gridley and Messrs. Schull, Soder and Titterton. (2) To calculate the CAP, as determined in accordance with SEC rules, to the PEO in 2023, the Summary Compensation Table total for the PEO is adjusted to reflect the changes in the value of equity awards, described in the following: (1) $1,221,347 was deducted from the total, representing the amount reported in the Stock Awards column of the Summary Compensation Table; (2) $1,276,507 was added representing the year-end 2023 fair value of the equity awards granted in 2023 that remained outstanding and unvested as of January 2, 2023; (3) $30,851 was added representing the increase in fair value between the year-end 2023 and 2022 for equity awards granted in prior years that remain outstanding and unvested at the end of 2023; and (4) $15,553 was deducted representing the decrease in fair value at the vesting date compared to the prior year-end for equity awards granted in prior years that vested during 2023. (3) To calculate the CAP, as determined in accordance with SEC rules, to the PEO in 2022, the Summary Compensation Table total for the PEO is adjusted to reflect the changes in the value of equity awards, described in the following: (1) $1,064,521 was deducted from the total, representing the amount reported in the Stock Awards column of the Summary Compensation Table; (2) $1,181,032 was added representing the year-end 2022 fair value of the equity awards granted in 2022 that remained outstanding and unvested as of January 2, 2023; (3) $2,283 was deducted representing the decrease in fair value between the year-end 2022 and 2021 for equity awards granted in prior years that remain outstanding and unvested at the end of 2022; (4) $103,089 was deducted representing the decrease in fair value at the vesting date compared to the prior year-end for equity awards granted in prior years that vested during 2022; and (5) $632,937 was deducted representing the year-end 2021 fair value of equity awards granted in prior years that did not meet the applicable vesting conditions during 2022. (4) To calculate the CAP, as determined in accordance with SEC rules, to the PEO in 2021, the Summary Compensation Table total for the PEO is adjusted to reflect the changes in the value of equity awards, described in the following: (1) $1,017,226 was deducted from the total, representing the amount reported in the Stock Awards column of the Summary Compensation Table; (2) $1,042,869 was added representing the year-end 2021 fair value of the equity awards granted in 2021 that remained outstanding and unvested as of January 3, 2022; (3) $56,654 was added representing the increase in fair value between the year-end 2021 and 2020 for equity awards granted in prior years that remain outstanding and unvested at the end of 2021; (4) $27,872 was added representing the increase in fair value at the vesting date compared to the prior year-end for equity awards granted in prior years that vested during 2021; and (5) $340,588 was deducted representing the year-end 2020 fair value of equity awards granted in prior years that did not meet the applicable vesting conditions during 2021. To calculate the CAP, as determined in accordance with SEC rules, to the PEO in 2020, the Summary Compensation Table total for the PEO is adjusted to reflect the changes in the value of equity awards, described in the following: (1) $861,985 was deducted from the total, representing the amount reported in the Stock Awards column of the Summary Compensation Table; (2) $1,017,220 was added representing the year-end 2020 fair value of the equity awards granted in 2020 that remained outstanding and unvested as of December 28, 2020; (3) $43,322 was deducted representing the decrease in fair value between the year-end 2020 and 2019 for equity awards granted in prior years that remain outstanding and unvested at the end of 2020; (4) $119,017 was deducted representing the decrease in fair value at the vesting date compared to the prior year-end for equity awards granted in prior years that vested during 2020; and (5) $412,890 was deducted representing the year-end 2019 fair value of equity awards granted in prior years that did not meet the applicable vesting conditions during 2020.

  79. PAY VERSUS PERFORMANCE

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  80. PAY VERSUS PERFORMANCE

    To calculate the average CAP, as determined in accordance with SEC rules, to the Non-PEO NEOs in 2023, the average of the Summary Compensation Table total for the Non-PEO NEOs is adjusted to reflect the changes in the value of equity awards, described in the following: (1) $576,335 was deducted from the total, representing the amount reported in the Stock Awards column of the Summary Compensation Table; (2) $544,644 was added representing the year-end 2023 fair value of the equity awards granted in 2023 that remained outstanding and unvested as of January 1, 2024; (3) $1,635 was deducted representing the decrease in fair value between the yearend 2023 and 2022 for equity awards granted in prior years that remain outstanding and unvested at the end of 2023; and (4) $21,668 was deducted representing the decrease in fair value at the vesting date compared to the prior year-end for equity awards granted in prior years that vested during 2023. (7) To calculate the average CAP, as determined in accordance with SEC rules, to the Non-PEO NEOs in 2022, the average of the Summary Compensation Table total for the Non-PEO NEOs is adjusted to reflect the changes in the value of equity awards, described in the following: (1) $551,625 was deducted from the total, representing the amount reported in the Stock Awards column of the Summary Compensation Table; (2) $629,596 was added representing the year-end 2022 fair value of the equity awards granted in 2022 that remained outstanding and unvested as of January 2, 2023; (3) $1,635 was deducted representing the decrease in fair value between the yearend 2022 and 2021 for equity awards granted in prior years that remain outstanding and unvested at the end of 2022; (4) $68,195 was deducted representing the decrease in fair value at the vesting date compared to the prior year-end for equity awards granted in prior years that vested during 2022; and (5) $184,376 was deducted representing the year-end 2021 fair value of equity awards granted in prior years that did not meet the applicable vesting conditions during 2022. (8) To calculate the average CAP, as determined in accordance with SEC rules, to the Non-PEO NEOs in 2021, the average of the Summary Compensation Table total for the Non-PEO NEOs is adjusted to reflect the changes in the value of equity awards, described in the following: (1) $566,086 was deducted from the total, representing the amount reported in the Stock Awards column of the Summary Compensation Table; (2) $584,523 was added representing the year-end 2021 fair value of the equity awards granted in 2021 that remained outstanding and unvested as of January 3, 2022; (3) $39,688 was added representing the increase in fair value between the year end 2021 and 2020 for equity awards granted in prior years that remain outstanding and unvested at the end of 2021; (4) $18,593 was added representing the increase in fair value at the vesting date compared to the prior year-end for equity awards granted in prior years that vested during 2021; and (5) $80,963 was deducted representing the year-end 2020 fair value of equity awards granted in prior years that did not meet the applicable vesting conditions during 2021. (9) To calculate the average CAP, as determined in accordance with SEC rules, to the Non-PEO NEOs in 2020, average of the Summary Compensation Table total for the Non-PEO NEOs is adjusted to reflect the changes in the value of equity awards, described in the following: (1) $470,373 was deducted from the total, representing the amount reported in the Stock Awards column of the Summary Compensation Table; (2) $580,857 was added representing the year-end 2020 fair value of the equity awards granted in 2020 that remained outstanding and unvested as of December 28, 2020; (3) $29,804 was deducted representing the decrease in fair value between the yearend 2020 and 2019 for equity awards granted in prior years that remain outstanding and unvested at the end of 2020;(4) $71,319 was deducted representing the decrease in fair value at the vesting date compared to the prior year-end for equity awards granted in prior years that vested during 2020; and (5) $78,648 was deducted representing the year-end 2019 fair value of equity awards granted in prior years that did not meet the applicable vesting conditions during 2020. (10) For purposes of calculating the cumulative total shareholder return, the measurement period is the market close on the last trading day before fiscal year 2020, through and including the end of the fiscal year for which cumulative total shareholder return is being calculated. (11) The peer group used in this calculation is defined as the “Executive Peer Group” on page 34.

  81. Pay Versus Performance Graphs (Relationships of Information Presented in the Pay Versus Performance Table)

    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 Peer Group” on page 34), (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 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.

  82. Pay Versus Performance Graphs (Relationships of Information Presented in the Pay Versus Performance Table)

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