DEF 14A of TTM Technologies Inc, Mar 19, 2026

DEF 14A of TTM Technologies Inc

Filed Mar 19, 2026 · FY20250001193125-26-115993

Open on EDGAR

  1. PROPOSAL ONE – ELECTION OF DIRECTORS

    PROPOSAL ONE – ELECTION OF DIRECTORS

  2. 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 2026 annual meeting will serve for a term expiring at the 2029 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 II directors. Our Board of Directors has nominated Julie S. England, Philip G. Franklin and Dr. Edwin Roks as class II directors. Ms. England, Mr. Franklin and Dr. Roks currently serve as class II directors. Ms. England, Mr. Franklin and Dr. Roks will stand for re-election at the 2026 annual meeting. Rex D. Geveden and Pamela B. Jackson serve as class III directors and their terms will expire at the annual meeting of stockholders in 2027. Wajid Ali and Chantel E. Lenard serve as class I directors and their terms will expire at the annual meeting of stockholders in 2028. As previously disclosed, Thomas T. Edman, who currently serves as a class I director, notified our Board of Directors on January 29, 2026 of his decision to retire from our Board of Directors and any committees thereof, effective as of May 7, 2026 (the “Effective Date”), immediately following the 2026 annual meeting. As also previously disclosed, pursuant to our Corporate Governance Guidelines, John G. Mayer, who currently serves as a class III director, must submit his resignation and retire from our Board of Directors at the 2026 annual meeting. Because Mr. Mayer will have attained the mandatory retirement age of 75, our Board of Directors may no longer defer and is obligated to accept his resignation. The Board thanks Mr. Edman and Mr. Mayer for their service and many contributions to TTM. As previously disclosed, the Board of Directors on January 29, 2026 appointed Daniel G. Korte and Ryan D. McCarthy to fill the class I vacancy and class III vacancy, respectively, that will be created by Mr. Edman’s impending retirement and Mr. Mayer’s impending mandatory retirement, respectively. Mr. Korte’s and Mr. McCarthy's appointments will each be effective as of the Effective Date, with terms expiring at the annual meeting of stockholders in 2028 and the annual meeting of stockholders in 2027, respectively, or at the time of their earlier resignation, retirement or removal. 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. During the period that the SBR is in force, our bylaws require that that (i) our Board be composed entirely of U.S. Citizens, (ii) at least three such members maintain a Personnel Security Clearance at least to the level of the Contractor's Facility 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 (and may not be affiliated with any person or foreign entity of concern to the DCSA), and (iii) our Board be chaired by a member with a Personnel Security Clearance at least to the level of the Contractor's Facility Security Clearance. In addition, per the terms of the SBR, no non-U.S. 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 War ("DoW") As such, over 400 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

  3. Directors and Nominees

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  4. Directors and Nominees

    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 codifies, and our bylaws require (during the period that the SBR is in effect), 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. DoW 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 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 II directors.

  5. Biographical Information of TTM's Director Nominees, Persons Chosen to Become Directors and Continuing Directors

    Biographical Information of TTM's Director Nominees, Persons Chosen to Become Directors and Continuing Directors The following table, together with the accompanying text, sets forth certain information with respect to each of our director nominees, persons chosen to become directors and each of our directors whose terms will continue after the 2026 annual meeting:

  6. Biographical Information of TTM's Director Nominees, Persons Chosen to Become Directors and Continuing Directors

    | | Age | Class | Proposed Position(s) to be Held After Meeting | | Wajid Ali | 52 | I | Director | | Julie S. England | 68 | II | Director | | Philip G. Franklin | 74 | II | Director | | Rex D. Geveden | 64 | III | Chair of the Board | | Pamela B. Jackson | 73 | III | Director | | Daniel G. Korte | 65 | I | Director | | Chantel E. Lenard | 56 | I | Director | | Ryan D. McCarthy | 52 | III | Director | | Edwin Roks | 61 | II | President, Chief Executive Officer and Director |

  7. Biographical Information of TTM's Director Nominees, Persons Chosen to Become Directors and Continuing Directors

    Wajid Ali has served as a director of our Company since May 2024. He is presently the current Chief Financial Officer of Lumentum Holdings Inc. (NASDAQ: LITE), a provider of optical and photonic products, and oversees Lumentum’s overall financial operations and supply chain operations. Mr. Ali joined Lumentum in February 2019. Before joining Lumentum, Mr. Ali was the Senior Vice President and Chief Financial Officer at Synaptics Incorporated, a developer and supplier of semiconductor product solutions, from May 2015 to February 2019. Before Synaptics, Mr. Ali was Vice President and Controller at Teledyne Technologies, Incorporated, an instrumentation, software and engineered systems company. Prior to Teledyne, he served as Chief Financial Officer at DALSA Corp., a semiconductor company that was acquired by Teledyne in 2011. Mr. Ali also held key financial management positions at Advanced Micro Devices, Inc. and ATI Technologies, Inc., overseeing the finance functions for large business groups. Mr. Ali holds a Bachelor of Arts and a Master of Arts degree in Economics from York University; a Master of Business Administration degree from the Schulich School of Business, York University; and CPA and CMA designations from the Chartered Professional Accountants of Ontario, Canada.

  8. Biographical Information of TTM's Director Nominees, Persons Chosen to Become Directors and Continuing Directors

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  9. Biographical Information of TTM's Director Nominees, Persons Chosen to Become Directors and Continuing Directors

    Our Board of Directors has determined that Mr. Ali is an independent director. Our Board of Directors believes that Mr. Ali’s extensive experience and knowledge in finance, operations, information technology and accounting where he has spent the vast majority of his exceptional career, qualify him to serve on our Board. 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 serves on the Board of Trustees of the Georgia O’Keeffe Museum, and also previously 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. In 2024, she earned a Certificate in Cybersecurity Oversight from Carnegie Mellon University. Philip G. Franklin has served as a director of our Company since November 2010. Mr. Franklin is presently retired. From 1998 to 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. 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.

  10. Biographical Information of TTM's Director Nominees, Persons Chosen to Become Directors and Continuing Directors

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  11. Biographical Information of TTM's Director Nominees, Persons Chosen to Become Directors and Continuing Directors

    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 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 a director of our Company since June 2021. She is a retired Vice President, Technology of Emerson Electric Company, a technology and software 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 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 Student Success & 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. Daniel G. Korte was appointed by our Board of Directors on January 29, 2026 to serve as a director of our Company, effective as of May 7, 2026. Mr. Korte is the retired Global Vice President of Aerospace at PPG Industries Inc. (“PPG”), a leading provider of innovative solutions for the aerospace industry, a position he occupied for five years until his retirement in 2023. Prior to joining PPG, he served as Chief Executive Officer of LMI Aerospace between 2014 and 2017, and was President, Defense, Rolls-Royce North America, Inc. (“RRNA”) between 2009 and 2012. From 1985 through 2009, Mr. Korte held various leadership positions at The Boeing Company. Mr. Korte joined the board of directors of Ducommun Incorporated (NYSE: DCO) in November 2024 and serves on its Corporate Governance & Nominating and Audit Committees. In addition, he has served since 2017 on the board of directors of Woodward, Inc. (NASDAQ: WWD), where he chairs the Human Capital &

  12. Biographical Information of TTM's Director Nominees, Persons Chosen to Become Directors and Continuing Directors

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  13. Biographical Information of TTM's Director Nominees, Persons Chosen to Become Directors and Continuing Directors

    Compensation Committee. Mr. Korte holds a bachelor of science degree in electrical engineering from Southern Illinois University and a Master of Business Administration degree from Lindenwood University. Our Board of Directors has determined that Mr. Korte will be an independent director. Our Board of Directors believes that Mr. Korte’s prior leadership and management experience, understanding of the commercial and defense aerospace markets, and his experience serving on the boards of public companies provides the Company with insight as he serves 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 and as a Value Accelerator Advisor with Goldman Sachs Asset Management. 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 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). From 2020, until its acquisition by LKQ Corporation in August 2023, Ms. Lenard served as a director and member of the Compensation and Governance Committees of Uni-Select, Inc. (TSX: UNS). She also served as a director of Charge Enterprises (NASDAQ: CRGE), an electric vehicle charging and broadband infrastructure company, from January 2022 to May 2024. 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 earned a Certificate in Cybersecurity Oversight from Carnegie Mellon University and the National Association of Corporate Directors. 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. Ryan D. McCarthy was appointed by our Board of Directors on January 29, 2026 to serve as a director of our Company, effective as of May 7, 2026. Mr. McCarthy is a former U.S. Army Ranger who served as the 24th United States Secretary of the Army from September 2019 through January 2021 after having served as the 33rd Undersecretary of the Army from August 2017 through September 2019. From 2011 to 2017, Mr. McCarthy worked for Lockheed Martin Corporation in sequential vice president roles responsible for the sustainment, customer solutions and program integration of the F-35 Joint Strike Fighter program. Prior to his time at Lockheed Martin, Mr. McCarthy served as Special Assistant to the Secretary of Defense, Dr. Robert M. Gates, under two different administrations. Mr. McCarthy has also served as an Operating Partner at Capitol Meridian Partners, a private equity firm specializing in aerospace, defense and government services investments. Mr. McCarthy joined the board of directors of CACI International, Inc. (NYSE: CACI) in 2021 and serves on its Audit and Risk Committee and its Corporate Governance and Nominating Committee. He also serves on the boards of Virginia Polytechnic Institute and State University and the National Medal of Honor Museum Foundation. Mr. McCarthy holds a Bachelor of Arts degree in History from the Virginia Military Institute and a Master of Business Administration degree from the University of Maryland Robert H. Smith School of Business. Our Board of Directors has determined that Mr. McCarthy will be an independent director. Our Board of Directors believes that Mr. McCarthy’s extensive experience and service at the most senior levels within the Department of Defense provides the Board with knowledge of military procurement, the setting of policies and procedures, cybersecurity and risk thresholds across an organization, qualifying him to serve on our Board.

  14. Biographical Information of TTM's Director Nominees, Persons Chosen to Become Directors and Continuing Directors

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  15. Biographical Information of TTM's Director Nominees, Persons Chosen to Become Directors and Continuing Directors

    Edwin Roks has served as director, President and Chief Executive Officer of TTM Technologies, Inc., since September 2, 2025. From May 2025 through August, 2025, Dr. Roks served as strategic advisor to Executive Chairman of Teledyne Technologies Incorporated ("Teledyne"), a provider of enabling technologies for industrial growth markets. From January 2024, through April 2025, Dr. Roks served as Chief Executive Officer of Teledyne. From May 2021 to January 2024, he was Executive Vice President of Teledyne and President of Teledyne Digital lmaging Segment (Teledyne's largest segment). From March 2017 to May 2021, he served as Vice President of Teledyne and Group President -- Teledyne Digital lmaging, Teledyne DALSA and Teledyne e2v. Dr. Roks has over 25 years' experience in technology leadership roles across Europe and North America. Dr. Roks holds a Ph.D. in Electronics, Semiconductor Physics, from University of Twente, a Master of Science degree in Electrical Engineering from Eindhoven, University of Technology and a Bachelor of Science degree from Breda, University of Technology. Dr. Roks is an employee director. Our Board of Directors believes that Dr. Roks's proven business acumen and experience in the technology industry, having served in numerous senior executive roles with sizeable technology companies, including as a chief executive officer of a public company qualifies him to serve on our Board. There are no family relationships among any of our directors, director nominees, or executive officers.

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our non-employee directors receive the following cash compensation on an annual basis: a cash retainer that averages $82,500 annually among the non-employee directors, an annual cash retainer of $9,000 for each

  17. DIRECTOR COMPENSATION

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  18. DIRECTOR COMPENSATION

    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: $25,000 to our audit committee chair, an average of $18,500 annually to our human capital and compensation committee chair, $15,000 to our government security committee chair, and an average of $18,500 annually 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, our non-employee directors are granted the following equity compensation on an annual basis: the Chair of the Board receives restricted stock units (“RSUs”) in the amount of $220,000 and each non-employee director receives restricted stock units in the amount of $170,000, and the number of shares granted in each case is 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 prior to 2026 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, our current policy is for delivery of the shares of common stock underlying the RSUs to be deferred until retirement from the Board of Directors (or until one year after retirement in the case of certain prior grants). Mr. Edman (whose term of office will conclude at the 2026 annual meeting) and Dr. Roks are not compensated for their service as directors. Dr. Roks's compensation as our President and Chief Executive Officer 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. In 2025, none of our directors participated in the Executive and Director Deferred Compensation Plan.

  19. Director Summary Compensation Table for Fiscal Year 2025

    | Name | Fees Earned or Paid in Cash (1) | RSU Awards ($) (2) | Total | | Kenton K. Alder (3) | $37,500 | $— | $37,500 | | Wajid Ali | $96,000 | $210,842 | $306,842 | | Julie S. England | $110,000 | $210,842 | $320,842 | | Philip G. Franklin | $116,500 | $210,842 | $327,342 | | Rex D. Geveden | $176,500 | $272,844 | $449,344 | | Pamela B. Jackson | $100,500 | $210,842 | $311,342 | | Chantel E. Lenard | $114,500 | $210,842 | $325,342 | | John G. Mayer(4) | $100,500 | $210,842 | $311,342 |

  20. Outstanding Equity Awards Held by Non-Employee Directors at Fiscal 2025 Year End

    Outstanding Equity Awards Held by Non-Employee Directors at Fiscal 2025 Year End

  21. Outstanding Equity Awards Held by Non-Employee Directors at Fiscal 2025 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 (3) | — | — | — | 0 | | Wajid Ali | 14,024 | 7,080 | — | 0 | | Julie S. England | 90,325 | 7,080 | — | 0 | | Philip G. Franklin | 144,914 | 7,080 | — | 0 | | Rex D. Geveden | 92,480 | 9,162 | 20,000 | 0 | | Pamela B. Jackson | 47,690 | 7,080 | — | 0 | | Chantel E. Lenard | 74,228 | 7,080 | 20,000 | 0 | | John G. Mayer(4) | 165,140 | 7,080 | — | 0 |

  22. Outstanding Equity Awards Held by Non-Employee Directors at Fiscal 2025 Year End

    (1) The RSUs vest on May 27, 2026. (2) The options were granted to directors in fiscal years prior to 2019. The average remaining life is 2.58 years and the average option price is $15.57. (3) Pursuant to our Corporate Governance Guidelines, Mr. Alder retired from the Board of Directors and his term of office concluded at the 2025 annual meeting. (4) Pursuant to our Corporate Governance Guidelines, Mr. Mayer will retire from the Board of Directors and his term of office will conclude at the 2026 annual meeting.

  23. COMPENSATION PRACTICES

    | WHAT WE DO: | WHAT WE DON’T DO: | | • We tie a significant portion of NEO and other executive pay to performance through our performance-based annual bonus plan and our multi-year performance share unit program • We have double trigger in our change-in-control CIC severance and equity award vesting • We maintain stock ownership guidelines for our NEOs; five times annual salary (CEO) and three times annual salary (other NEOs) • We have a robust clawback policy • The human capital and compensation committee engages an independent compensation consultant • We conduct annual compensation risk assessments | • We do not maintain executive 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 by executives • We do not permit the repricing of stock options without prior stockholder approval • We do not provide excessive perquisites • We do not have guaranteed bonus minimums or payouts |

  24. Executive Compensation Philosophy and Objectives

    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 over multiple time periods to balance both short and long term focus. Our pay mix consists primarily of base salary, annual performance-based cash bonus, 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 U.S. employees, and the company does not contribute to the deferred compensation plan.

  25. 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 the 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 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 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 supports increasing stockholder value, rewards executive officers, and assists with long-term officer employment retention. Salary, bonus, and long-term incentive compensation are emphasized differently based on employee's position and ability to impact financial results. In general, the amount of performance-based pay at-risk, 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. 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. 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 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. Base Salaries for 2025. Our normal cadence for compensation review takes place on July 1 of each year. The table below outlines the 2024 and 2025 base salaries for all of our fiscal year 2025 NEOs:

  26. Compensation Structure

    Each executive officer has a target annual incentive bonus opportunity, expressed as a percentage of base salary, with the ability to earn between zero and 200% of that target bonus based on our Company’s actual performance. The table below lists the 2025 base salaries and bonus levels for each of our current NEOs at the different potential goal achievement outcomes. This table includes both the financial metrics as well as the individual goals.

  27. Compensation Structure

    | | | Annual Incentive Bonus Levels as % of Base Salary | | | | | Name | 2025 Annualized Base Salary | 0-59% of Target | 60% of Target | 100% of Target | 120% of Target(1) | | Edwin Roks | $1,000,000 | 0% | 41% | 125% | 256% | | Thomas T. Edman | $960,000 | 0% | 41% | 125% | 256% | | Daniel L. Boehle | $570,000 | 0% | 30% | 80% | 152% | | Catherine A. Gridley | $510,000 | 0% | 30% | 80% | 152% | | Douglas L. Soder | $550,000 | 0% | 30% | 80% | 152% | | Daniel J. Weber | $505,000 | 0% | 26% | 70% | 133% |

  28. Compensation Structure

    (1) Represents maximum potential bonus payout. Individual goals are capped at 150% of target. Annual Incentive Bonus for 2025. In February 2026, our human capital and compensation committee reviewed our 2025 performance relative to the 2025 operating income and cash flow from operations as a percentage of revenue goals. The performance was certified at 149.2% of the global operating income goal and 88.7% 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. Roks, Edman, Boehle, Soder, Weber, and Ms. Gridley. We use 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 2025 incentive bonuses as follows:

  29. Compensation Structure

    | Name | 2025 Incentive Bonus | Payout as % of Target | | Edwin Roks | $757,438 | 183% | | Thomas T. Edman | $2,144,709 | 183% | | Daniel L. Boehle | $769,082 | 171% | | Catherine A. Gridley | $685,859 | 172% | | Douglas L. Soder | $732,077 | 168% | | Daniel J. Weber | $591,949 | 171% |

  30. Compensation Structure

    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.

  31. Compensation Structure

    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 paid to the executives in the first quarter of the subsequent year. 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 the Company’s financial future, and the gains realized in the long term depend on the executives’ ability to drive our financial performance after grant. 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 benchmark 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. Historically, we have granted a mix of RSUs and PRUs to our CEO and NEOs in order to balance performance-contingent compensation for our executives. Restricted Stock Units. RSUs are 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 the PRU awards, the number of shares of our common stock released at the end of the three-year period will range from zero to 2 times the target number of PRUs granted. The performance metrics of the PRU Program are (a) annual financial targets, which for each of the three years prior to the final vesting of the shares are based on total annual revenue and adjusted EBITDA (1), each of which is equally weighted, and (b), the three year TSR performance result, based on our Company's TSR over a three-year performance period relative to a TSR Peer Group of peer companies

  32. Compensation Structure

    | 2023 Plan | Revenue | Adjusted EBITDA | Relative TSR (3 year) | | Year 1 | 13.33% | 13.33% | 20% | | Year 2 | 13.33% | 13.33% | | | Year 3 | 13.33% | 13.33% | | | Totals | 40% | 40% | 20% |

  33. Compensation Structure

    a proportionate percentage between 13.33% and 26.67% will be applied based on relative performance between target and maximum. The PRUs earned for performance against the annual revenue and adjusted EBITDA goals vest at the end of three years. The portion of the PRUs earned for relative TSR is weighted 20% of the total. 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 TSR as compared to the fiscal three-year TSR 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 is 20% of the Target Amount at the Target Level performance after the three-year period. The TSR Component is 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:

  34. Compensation Structure

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

  35. Compensation Structure

    Equity Award Mix in 2025. In determining the ratio between PRU and time-vested RSU awards, the human capital and compensation committee reviewed and took into consideration the 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 forth the value of our 2025 equity awards and the number of time-vested RSUs and (at target) PRUs awarded to our NEOs for 2025.The RSUs and PRU grants are determined as a value, with a majority in PRUs. The number of shares is determined using the six-month simple average price to neutralize volatility. In 2025, the stock price was increasing, so the six-month average stock price was lower than the closing price on the date of grant. As a result, the equity compensation grant values approved by the human capital and compensation committee are lower than the amounts shown in the Grants of Plan-Based Award Table in this proxy statement. The table below shows both the approved grant value and the number of shares granted after considering the six-month trailing average stock price.

  36. Compensation Structure

    | | Dollar Value of Equity Grants | | | Number of Shares of Equity Grants(1) | | | | Name | Performance | Time-Vested | Total | Performance | Time-Vested(5) | Total | | Edwin Roks(2) | $2,975,000 | $1,275,000 | $4,250,000 | 91,229 | 39,098 | 130,327 | | Thomas T. Edman(3) | $3,800,000 | $— | $3,800,000 | 149,312 | — | 149,312 | | Daniel L. Boehle | $715,000 | $585,000 | $1,300,000 | 28,094 | 22,986 | 51,080 | | Catherine A. Gridley | $605,000 | $495,000 | $1,100,000 | 23,772 | 19,449 | 43,221 | | Douglas L. Soder(4) | $605,000 | $895,000 | $1,500,000 | 23,772 | 19,449 | 43,221 | | Daniel J. Weber | $605,000 | $495,000 | $1,100,000 | 23,772 | 19,449 | 43,221 |

  37. Compensation Structure

    (1) Except for Dr. Roks and Mr. Soder, the number of RSUs awarded to each of our NEOs was calculated using a dollar value per share of $25.45, which was the six-month trailing average closing price of our common stock as of June 24, 2025, the grant date for those awards. On June 24, 2025, the closing sales price for our common stock was $37.87. With Mr. Edman's retirement, Dr. Roks succeeded Mr. Edman as our Chief Executive Officer and President on September 2, 2025. The number of RSUs awarded to Dr. Roks was calculated using dollar value per share of $32.61, which was the six-month trailing average

  38. Compensation Structure

    closing price of our common stock as of September 2, 2025. The closing sale price on September 2, 2025 for our common stock was $44.96. In recognition of Mr. Edman's efforts and actions taken to deliver long-term performance, he has been granted 100% performance based equity as part of his long term performance incentives. (4) Mr. Soder received two RSU awards in 2025. The first award was granted on June 24, 2025 and was calculated using a dollar value per share of $25.45, which was the six-month trailing average closing price of our common stock as of the grant date. On June 24, 2025, the closing sales price for our common stock was $37.87. The second award was granted on November 12, 2025 and was calculated using a dollar value per share of $46.83, which was the six-month trailing average closing price of our common stock as of the grant date. On November 12, 2025, the closing sales price for our common stock was $70.50. (5) 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. 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 2023-2025 Performance Period. The PRUs granted in 2023 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 2025 and were released in 2026. The overall result was:

  39. 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 2024 and 2025:

  40. Compensation Structure

    | | Executive Compensation Peer Group | TSR Peer Group | | | | 2024 and 2025 | 2024 | 2025 | | AAR Corp. | ✓ | | | | Amphenol Corporation | | ✓ | ✓ | | AT & S Austria Technologie & Systemtechnik Aktiengesellschaft | | ✓ | ✓ | | BAE Systems plc | | ✓ | ✓ | | Benchmark Electronics, Inc. | ✓ | ✓ | ✓ | | Celestica Inc. | ✓ | ✓ | ✓ | | Chin-Poon Industrial Co., Ltd. | | ✓ | ✓ | | Crane Company | ✓ | ✓ | ✓ | | Curtiss-Wright Corporation | ✓ | | ✓ | | Daeduck Co.,Ltd. | | ✓ | ✓ | | Fabrinet | ✓ | | | | Firan Technology Group Corporation | | ✓ | ✓ |

  41. Compensation Structure

    | | Executive Compensation Peer Group | TSR Peer Group | | | | 2024 and 2025 | 2024 | 2025 | | Flex Ltd. | | ✓ | ✓ | | Gold Circuit Electronics Ltd. | | ✓ | ✓ | | Hensoldt AG | | ✓ | ✓ | | Hexcel Corporation | ✓ | | | | IPG Photonics Corporation | ✓ | | | | ISU Petasys Co., Ltd. | | ✓ | ✓ | | Jabil Inc. | | ✓ | ✓ | | Kimball Electronics, Inc. | ✓ | | | | L3Harris Technologies, Inc. | | ✓ | ✓ | | Leidos Holdings, Inc. | | ✓ | ✓ | | Leonardo DRS, Inc. | | ✓ | ✓ | | Littelfuse, Inc. | ✓ | | | | Mercury Systems, Inc. | ✓ | ✓ | ✓ | | Methode Electronics, Inc. | ✓ | | | | Moog Inc. | ✓ | | | | Plexus Corp. | ✓ | ✓ | ✓ | | Sanmina Corporation | ✓ | ✓ | ✓ | | Teledyne Technologies Incorporated | ✓ | | | | Trimble Inc. | ✓ | | | | Tripod Technology Corporation | | ✓ | ✓ | | Triumph Group, Inc. | ✓ | | | | Vishay Intertechnology, Inc. | ✓ | | | | WUS Printed Circuit Co., Ltd. | | ✓ | ✓ | | Zebra Technologies Corporation | ✓ | | | | Zhen Ding Technology Holding Limited | | ✓ | ✓ |

  42. 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 December 29, 2025. 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 proxy 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 2025 Peer Group.

  43. Other Compensation Elements

    Other Compensation Elements Nonqualified Deferred Compensation. We have a deferred compensation plan that allows our directors, executive officers and other eligible employees to voluntarily defer receipt, on a pre-tax basis, of some of the compensation they have earned. This plan allows eligible employees to defer more compensation than they otherwise would be permitted to defer under our 401(k) savings plan. Our human capital and compensation committee approved the deferred compensation plan as a competitive practice to help us attract and retain top talent, and we expect to re-evaluate the plan from time to time. Amounts credited under the plan are credited with deemed earnings, but we do not provide matching or other employer contributions under this plan. Due to its conservative design, the benefits provided under our deferred compensation plan are not considered a material element of an executive officer’s overall compensation package. Other Compensation. All of our executive officers are eligible to participate in our employee benefit plans, including medical, dental, life insurance, and 401(k) plans. These plans are available to all of our U.S. employees and do not discriminate in favor of executive officers. It is generally our policy to not extend significant perquisites to executives that are not broadly available to our other employees. In designing these elements, we seek to provide an overall level of benefits that is competitive with that offered by similarly situated companies in the markets in which we operate based upon our general understanding of industry practice. These benefits are not considered by our human capital and compensation committee in determining the compensation of our executive officers. Severance Payments and Accelerated Vesting of Equity Awards Upon Termination and/or a Change in Control. All Employees. We provide, in the event of a voluntary termination of employment in connection with retirement, our termination of a retirement-eligible employee without cause, or termination by reason of death or disability, 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. Each of the Severance Agreements include “double trigger” Change in Control severance 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

  44. Other Compensation Elements

    “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 52. 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 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 NEOs 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.”

  45. 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

  46. Approval Process for Equity Grants

    | TTM TECHNOLOGIES, INC. | 44 |

  47. Approval Process for Equity Grants

    consultant and legal advisor, performance objectives, and recommendations made by our Chief Executive Officer. Our human capital and compensation committee reviews equity awards for all employees. The human capital and compensation committee has established a process to review the recommendations of our Chief Executive Officer for executives (other than himself) and other employees, modify the proposed grants in certain circumstances, and approve 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.

  48. Impact of Tax and Accounting

    Impact of Tax and Accounting As a general matter, our human capital and compensation committee takes into account the various tax and accounting implications of the compensation vehicles employed by us. However, while structuring compensation programs that result in more favorable tax and financial reporting treatment is a general principle, our human capital and compensation committee balances these goals with other business needs that may be inconsistent with obtaining the most favorable tax and accounting treatment for each component of compensation. Under the Tax Cuts and Jobs Act and subject to certain grandfathering rules, the performance-based compensation exception has been eliminated and the definition of “covered employee” has been expanded. As a result, the Company generally will not be able to obtain a tax deduction for compensation paid to a covered employee in excess of $1 million. However, in establishing the cash and equity incentive compensation programs for our executive officers, our human capital and compensation committee believes that the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole or primary factor. The human capital and compensation committee believes that cash and equity incentive compensation must be maintained at the requisite level to attract and retain the executive officers essential to our financial success, even if all or part of that compensation may not be deductible by reason of the limitations of Section 162(m) of the Code. Tax Implications for Officers. Certain types of deferred compensation for executive officers that do not comply with Section 409A of the Code may be subject to additional income taxes. We attempt in good faith to structure compensation so that it either conforms to the requirements of, or qualifies for an exception under 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.

  49. Fiscal Year 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Non- Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | Edwin Roks(4) | 2025 | $303,846 | $4,059,493 | $757,438 | $— | $5,120,777 | | President, Chief Executive | | | | | | $— | | Officer | | | | | | $— | | Thomas T. Edman(5)(6) | 2025 | $937,500 | $5,688,747 | $2,144,709 | $14,000 | $8,784,956 | | Former President, Chief Executive Officer and special | 2024 | $907,500 | $3,293,662 | $1,199,249 | $13,800 | $5,414,211 | | advisor to the Chair of the Board of Directors | 2023 | $852,000 | $2,299,024 | $1,022,976 | $13,200 | $4,187,200 | | Daniel L. Boehle | 2025 | $560,130 | $2,080,866 | $769,082 | $14,000 | $3,424,078 | | Executive Vice President & | 2024 | $545,130 | $1,184,883 | $458,623 | $13,800 | $2,202,436 | | Chief Financial Officer | 2023 | $186,923 | $533,827 | $148,855 | $— | $869,605 | | Catherine A. Gridley | 2025 | $497,528 | $2,006,155 | $685,859 | $14,000 | $3,203,542 | | Executive Vice President & | 2024 | $477,535 | $1,334,821 | $545,526 | $13,800 | $2,371,682 | | President, A&D Sector | 2023 | $456,155 | $936,517 | $479,539 | $13,200 | $1,885,411 | | Douglas L. Soder | 2025 | $545,054 | $2,628,119 | $732,077 | $12,222 | $3,917,473 | | Executive Vice President & | 2024 | $535,073 | $1,364,078 | $418,858 | $13,800 | $2,331,809 | | President Commercial Sector | 2023 | $516,157 | $1,012,964 | $374,328 | $53,208 | $1,956,657 | | Daniel J. Weber | 2025 | $492,513 | $1,985,604 | $591,949 | $14,295 | $3,084,361 | | Executive Vice President & | | | | | | $— | | General Counsel | | | | | | $— |

  50. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  51. Fiscal Year 2025 Grants of Plan-Based Awards

    Fiscal Year 2025 Grants of Plan-Based Awards The following table provides information on awards granted under our annual management incentive plan for fiscal year 2025 and awards of PRUs and awards of time-based RSUs granted as part of 2025 long-term incentive compensation.

  52. Fiscal Year 2025 Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Award (1) | | | Estimated Future Payouts Under Equity Incentive Plan Award (2) | | | All Other Stock Awards: # of shares of stocks or units(3) | FV of Stock Awards ($/Sh) | Grant Date FV of Stock Awards (4) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | Edwin Roks | Incentive Bonus | | $406,250 | $1,250,000 | $2,562,538 | | | | | | | | | PRU | 9/2/2025 | | | | 45,615 | 91,229 | 182,458 | | $49.21 | $4,489,197 | | | RSU | 9/2/2025 | | | | | | | 39,098 | $44.96 | $1,757,846 | | Thomas T. Edman | Incentive Bonus | | $390,000 | $1,200,000 | $2,460,036 | | | | | | | | | PRU | 6/24/2025 | | | | 74,656 | 149,312 | 298,624 | | $43.54 | $6,500,447 | | | RSU | 6/24/2025 | | | | | | | -- | $37.87 | $— | | Daniel L. Boehle | Incentive Bonus | | $168,720 | $456,000 | $866,400 | | | | | | | | | PRU | 6/24/2025 | | | | 14,047 | 28,094 | 56,188 | | $43.54 | $1,223,100 | | | RSU | 6/24/2025 | | | | | | | 22,986 | $37.87 | $870,480 | | Catherine A. Gridley | Incentive Bonus | | $150,960 | $408,000 | $775,200 | | | | | | | | | PRU | 6/24/2025 | | | | 11,886 | 23,772 | 47,544 | | $43.54 | $1,034,938 | | | RSU | 6/24/2025 | | | | | | | 19,449 | $37.87 | $736,534 | | Douglas L. Soder | Incentive Bonus | | $162,800 | $440,000 | $836,000 | | | | | | | | | PRU | 6/24/2025 | | | | 11,886 | 23,772 | 47,544 | | $43.54 | $1,034,938 | | | RSU | 6/24/2025 | | | | | | | 19,449 | $37.87 | $736,534 | | | RSU | 11/12/2025 | | | | | | | 8,541 | $70.50 | $602,141 | | Daniel J. Weber | Incentive Bonus | | $130,795 | $353,500 | $671,650 | | | | | | | | | PRU | 6/24/2025 | | | | 11,886 | 23,772 | 47,544 | | $43.54 | $1,034,938 | | | RSU | 6/24/2025 | | | | | | | 19,449 | $37.87 | $736,534 |

  53. Fiscal Year 2025 Grants of Plan-Based Awards

    (1) Amounts represent the range of possible cash payouts for 2025 awards under our management incentive bonus plan. (2) 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. In the case of time-based RSUs and PRUs based on financial performance measures (80% of the total PRU award), the value is determined by multiplying the number of RSUs and target PRUs granted by the closing price of our common stock on the grant date. In the case of PRUs based on TSR performance (20% of the total PRU award), a Monte Carlo simulation model was used to calculate the grant date fair value per target share.

  54. Fiscal Year 2025 Grants of Plan-Based Awards

    | TTM TECHNOLOGIES, INC. | 49 |

  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 NEOs as of December 29, 2025.

  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) | | Edwin Roks | 9/2/2025 | 39,098(2) | $2,784,169 | 106,676(9) | $7,596,398 | | Thomas T. Edman(3) | 6/24/2025 | -- | $— | 174,595(9) | $12,432,910 | | | 6/21/2024 | 30,379(5) | $2,163,289 | 125,707(10) | $8,951,595 | | | 6/22/2023 | 15,988(6) | $1,138,505 | 127,357(11) | $9,069,092 | | Daniel L. Boehle | 6/24/2025 | 22,986(4) | $1,636,833 | 32,851(9) | $2,339,320 | | | 6/21/2024 | 22,784(5) | $1,622,449 | 49,384(10) | $3,516,635 | | | 8/21/2023 | 10,701(7) | $762,018 | 14,972(11) | $1,066,156 | | Catherine A. Gridley | 6/24/2025 | 19,449(4) | $1,384,963 | 27,797(9) | $1,979,424 | | | 6/21/2024 | 18,987(5) | $1,352,064 | 41,154(10) | $2,930,576 | | | 6/22/2023 | 9,811(6) | $698,641 | 40,936(11) | $2,915,053 | | Douglas L. Soder | 11/12/2025 | 8,541(8) | $608,205 | -- | $— | | | 6/24/2025 | 19,449(4) | $1,384,963 | 27,797(9) | $1,979,424 | | | 6/21/2024 | 18,987(5) | $1,352,064 | 41,154(10) | $2,930,576 | | | 6/22/2023 | 10,368(6) | $738,305 | 43,169(11) | $3,074,064 | | Daniel J. Weber | 6/24/2025 | 19,449(4) | $1,384,963 | 27,797(9) | $1,979,424 | | | 6/21/2024 | 18,987(5) | $1,352,064 | 41,154(10) | $2,930,576 | | | 6/22/2023 | 9,278(6) | $660,686 | 38,620(11) | $2,750,130 |

  57. Outstanding Equity Awards at Fiscal Year-End

    (1) Based on the closing price of our common stock on December 29, 2025. The closing price was $71.21. (2) Such RSUs will vest one-third on each of September 2nd, 2026, 2027, and 2028. (3) 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 from our Board of Directors and the delivery of 16,435 shares is deferred until one year after retirement from our Board of Directors. Mr. Edman retired as our Chief Executive Officer and President effective September 2, 2025, and thereafter acted as a special advisor to the Chair of our Board of Directors until December 21, 2025. Mr. Edman will retire from the Board of Directors and his term of office will conclude at the 2026 annual meeting. (4) Such RSUs will vest one-third on each of June 24th, 2026, 2027, and 2028. (5) Such RSUs will vest 50% on each of June 21st, 2026 and 2027. (6) Such RSUs will vest on June 22nd, 2026. (7) Such RSUs will vest on August 21st, 2026. (8) Such RSUs will vest on November 12th, 2026, 2027 and 2028. Represents the number of PRUs granted in fiscal 2025, adjusted for actual achievement during 2025 on the annual metrics of Revenue and EBITDA (each of which is equally weighted) with respect to the first one-third of the portion of the award (80%) attributable to 2025 financial performance measures. For 2025, performance on the annual Revenue metric was 110.0% of target and performance on the annual EBITDA metric was 110.3% of target, resulting in a blended multiplier of 150.8% for the 2025 performance period. The blended multiplier of 150.8% for the 2025 performance period applies to the first one-third of the financial performance of the PRU; and the remaining units are reported at target and will be adjusted based on actual revenue, EBITDA and relative TSR performance during the applicable performance periods.

  58. Outstanding Equity Awards at Fiscal Year-End

    | TTM TECHNOLOGIES, INC. | 50 |

  59. Outstanding Equity Awards at Fiscal Year-End

    Represents the number of PRUs granted in fiscal 2024, adjusted for actual achievement during 2024 and 2025 on the annual metrics of revenue and EBITDA (each of which is equally weighted) with respect to the first and second one-third of the portion of the award (80%) attributable to 2024 and 2025 financial performance measures, respectively. For 2024, performance on the annual Revenue metric was 97.0% of target and performance on the annual EBITDA metric was 102.3% of target, resulting in a blended multiplier of 103.9% for the 2024 performance period. For 2025, performance on the annual Revenue metric was 110.0% of target and performance on the annual EBITDA metric was 110.3% of target, resulting in a blended multiplier of 150.8% for the 2025 performance period. The blended multiplier of 103.9% for the 2024 performance period applies to the first one-third of the portion of the PRUs based on financial performance goals; the blended multiplier of 150.8% for the 2025 performance period applies to the second one-third of the portion of the PRUs based on financial performance goals; and the remaining units are reported at target and will be adjusted based on actual revenue, EBITDA and relative TSR performance during the 2026 performance period. (11) Represents the number of PRUs granted in fiscal 2023, adjusted for actual achievement during 2023, 2024 and 2025 on the annual metrics of revenue and EBITDA (each of which is equally weighted) with respect to the first, second and final one-third of the portion of the award (80%) attributable to 2023, 2024 and 2025 financial performance measures, respectively. 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 86.7% for the 2023 performance period. For 2024, performance on the annual Revenue metric was 97.0% of target and performance on the annual EBITDA metric was 102.3% of target, resulting in a blended multiplier of 103.9% for the period. For 2025, performance on the annual Revenue metric was 110.0% of target and performance on the annual EBITDA metric was 110.3% of target, resulting in a blended multiplier of 150.8% for the 2025 performance period. The blended multiplier of 86.7% for the 2023 performance period applies to the first one- third of the portion of the PRUs based on financial performance goals; the blended multiplier of 103.9% for the 2024 performance period applies to the second one-third of the portion of the PRUs based on financial performance goals; and the blended multiplier of 150.8% for the 2025 performance period applies to the remaining one-third of the portion of the PRUs based on financial performance goals. The remaining 20% of the PRUs are based on our performance on TSR as compared to the TSR Peer Group. Our TSR performance over such three-year performance period was at the 77th percentile, which resulted in a multiplier of 200% that applies to this portion of the award. As a result, final payout under the 2023 PRU awards was 131.04% of the target number of shares granted. Such PRUs delivered on February 11, 2026.

  60. Stock Vested In Fiscal Year 2025

    Stock Vested In Fiscal Year 2025 The following table sets forth information concerning the value realized by each of our NEOs upon the vesting of stock awards during Fiscal Year 2025.

  61. Stock Vested In Fiscal Year 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Edwin Roks | -- | $— | | Thomas T. Edman | 143,611 | $4,263,904 | | Daniel L. Boehle | 22,095 | $854,437 | | Catherine A. Gridley | 59,970 | $1,875,864 | | Douglas L. Soder | 64,076 | $1,998,099 | | Daniel J. Weber | 57,002 | $1,786,382 |

  62. Stock Vested In Fiscal Year 2025

    (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. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table Under our nonqualified deferred compensation plan, our NEOs are permitted to defer up to 90% 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 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.

  64. 2025 Nonqualified Deferred Compensation Table

    | TTM TECHNOLOGIES, INC. | 51 |

  65. 2025 Nonqualified Deferred Compensation Table

    The following table sets forth information concerning our NEOs’ contributions, earnings, and balances under our nonqualified deferred compensation plan for the fiscal year 2025. We do not contribute to the deferred compensation plan.

  66. 2025 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 | | Edwin Roks | — | — | — | — | — | — | | Thomas T. Edman | $5,287,235 | $1,079,324 | — | $614,240 | — | $6,980,799 | | Daniel L. Boehle | — | — | — | — | — | — | | Catherine A. Gridley | — | — | — | — | — | — | | Douglas L. Soder | $1,651,916 | $208,679 | — | $417,123 | — | $2,277,718 | | Daniel J. Weber | — | — | — | — | — | — |

  67. 2025 Nonqualified Deferred Compensation Table

    (1) Reflects amounts of the Non-Equity Incentive Compensation earned and reported in the Summary Compensation Table for Fiscal Year 2025, but were deferred from payment in fiscal 2025. (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 2025 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. Roks, Edman, Boehle, Soder, Weber 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.

  69. Potential Payments Upon Change in Control or Termination

    | TTM TECHNOLOGIES, INC. | 52 |

  70. Potential Payments Upon Change in Control or Termination

    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 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 NEOs upon a change in control of our Company and/or upon a termination of our NEO'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 December 29, 2025.

  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) | | Edwin Roks | Accelerated RSUs(4) | — | $2,784,169 | — | $2,784,169 | $2,784,169 | | | Accelerated PRUs(4) | — | $6,496,417 | — | — | $6,496,417 | | | Severance(5) | — | — | — | $4,500,000 | $4,500,000 | | Thomas T. Edman | Accelerated RSUs(4) | — | — | — | — | — | | | Accelerated PRUs(4) | — | — | — | — | — | | | Severance(5) | — | — | — | — | — | | Daniel L. Boehle | Accelerated RSUs(4) | — | $4,021,300 | — | $4,021,300 | $4,021,300 | | | Accelerated PRUs(4) | — | $5,912,068 | — | — | $5,912,068 | | | Severance(5) | — | — | — | $2,052,000 | $2,052,000 | | Catherine A. | Accelerated RSUs(4) | — | $3,435,669 | — | $3,435,669 | $3,435,669 | | Gridley | Accelerated PRUs(4) | — | $6,733,262 | — | — | $6,733,262 | | | Severance(5) | — | — | — | $1,836,000 | $1,836,000 | | Douglas L. Soder | Accelerated RSUs(4) | — | $4,083,537 | — | $4,083,537 | $4,083,537 | | | Accelerated PRUs(4) | — | $6,873,047 | — | — | $6,873,047 | | | Severance(5) | — | — | — | $1,980,000 | $1,980,000 | | Daniel J. Weber | Accelerated RSUs(4) | — | $3,397,714 | — | $3,397,714 | $3,397,714 | | | Accelerated PRUs(4) | — | $6,588,349 | — | — | $6,588,349 | | | Severance(5) | — | — | — | $1,717,000 | $1,717,000 |

  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 December 29, 2025. (2) Assumes that the RSUs and PRUs are not assumed by the acquiring entity in connection with the change in control. Assumes that the RSUs and PRUs are assumed by the acquiring entity in connection with the change in control.

  73. Potential Payments Upon Change in Control or Termination

    | TTM TECHNOLOGIES, INC. | 53 |

  74. Potential Payments Upon Change in Control or Termination

    The amount listed for accelerated RSUs and PRUs is based on the closing price of our common stock on December 29, 2025. (5) The amount listed is calculated with the formula described above using an annual target bonus of 125% of base salary for Dr. Roks and Mr. Edman, and 80% of base salary for each of Messrs. Boehle, Soder and Ms. Gridley, and 70% for Mr. Weber for fiscal year 2025, 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 18,200 total employees around the world, and approximately 11,600 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 As required by applicable SEC rules, we are providing the following tables and narratives which set 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, each as determined in accordance with SEC rules; total shareholder return ("TSR"); net income; and operating income for our fiscal years 2025, 2024, 2023, 2022, and 2021. The amounts reported in the "Compensation Actually Paid to PEO" and “Average Compensation Actually Paid to Non-PEO NEOs” columns does not represent the value actually realized by the PEO or the Non-PEO NEOs. For further information about compensation decisions, see "Compensation Discussion and Analysis" section above.

  77. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year ( a ) | Summary Compensation Table Total for PEO 1: Thomas Edman(A) (b) | Summary Compensation Table Total for PEO 2: Edwin Roks(A) (b) | Compensation Actually Paid to PEO 1: Thomas Edman(A) (c) | Compensation Actually Paid to PEO 2: Edwin Roks(A) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(A) (d) | Average Compensation Actually Paid to Non-PEO NEOs(A) (e) | Total Shareholder Return(B) (f) | Peer Group Total Shareholder Return(B) (g) | Net Income (in 1,000's)(C) (h) | Operating Income (in 1,000's)(D) (h) | | 2025 | $8,784,956 | $5,120,777 | $29,132,305 | $8,950,814 | $3,407,363 | $10,478,000 | $518 | $200 | $177,448 | $264,684 | | 2024 | $5,414,211 | -- | $4,164,834 | -- | $2,391,286 | $2,260,339 | $180 | $141 | $56,299 | $116,043 | | 2023 | $4,187,200 | -- | $3,179,981 | -- | $1,711,997 | $1,375,921 | $115 | $111 | $(18,718) | $42,316 | | 2022 | $4,003,765 | -- | $3,381,968 | -- | $1,783,084 | $1,606,848 | $110 | $92 | $94,583 | $210,408 | | 2021 | $2,595,084 | -- | $2,364,664 | -- | $1,455,342 | $1,451,097 | $110 | $121 | $54,414 | $125,991 |

  78. PAY VERSUS PERFORMANCE

    (A) For 2025, Mr. Edman (“PEO 1”) served as our PEO, President, and Chief Executive Officer until September 2, 2025, when Mr. Roks (“PEO 2”) became our PEO, President, and Chief Executive Officer. The PEO for 2024, 2023, 2022, and 2021 was Mr. Edman, President, and Chief Executive Officer. The Non-PEO NEOs for 2025, 2024, 2023, 2022, and 2021 were the following:

  79. PAY VERSUS PERFORMANCE

    | TTM TECHNOLOGIES, INC. | 55 |

  80. PAY VERSUS PERFORMANCE

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Daniel L. Boehle | Daniel L. Boehle | Daniel L. Boehle | Catherine A. Gridley | Todd B. Schull | | Catherine A. Gridley | Catherine A. Gridley | Todd B. Schull | Todd B. Schull | Douglas L. Soder | | Douglas L. Soder | Douglas L. Soder | Catherine A. Gridley | Douglas L. Soder | Phillip Titterton | | Daniel J. Weber | Philip Titterton | Douglas L. Soder | Phillip Titterton | Daniel J. Weber | | | | Phillip Titterton | | |

  81. PAY VERSUS PERFORMANCE

    The following adjustments were made to the amounts reported in the Total column of the SCT (SCT Total Compensation), which are reported in columns (b), to derive the CAP reported in columns (c):

  82. 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 1 CAP, PEO 2 CAP and average Non-PEO NEO CAP with our TSR as well as the relationship between our TSR and our Peer Group TSR (defined as the “Executive Compensation Peer Group” on page 40), (ii) the relationship between PEO 1 CAP, PEO 2 CAP and average Non-PEO NEO CAP and net income, and (iii) the relationship between PEO 1 CAP, PEO 2 CAP and average Non-PEO NEO CAP and operating income, in each case, for fiscal year 2025 and, to the same extent except without PEO 2 CAP, for fiscal years 2024, 2023, 2022, and 2021. TSR amounts reported in the graph assume an initial fixed investment of $100 at market close 12/28/2020 in stock or index.