Catherine Gridley
TTM TECHNOLOGIESAbout Catherine Gridley
Catherine A. Gridley (age 55) is Executive Vice President and President of TTM’s Aerospace & Defense (A&D) Sector, serving in this role since 2021 after joining TTM in 2019 and being promoted to Senior Vice President of A&D in January 2020. She holds a B.S. in Accounting from Ithaca College and an MBA from Binghamton University; prior roles include P&L leadership at Northrop Grumman, DynCorp International, GE Aviation Systems, and Goodrich . Company performance in 2024 featured A&D revenue growth of 12%, total net revenues +9% YoY, cash from operations of $236.9M, and non‑GAAP EPS rising to $1.71 from $1.33; the company also repurchased ~2.0M shares at an average $17.32 . Long‑term incentive outcomes tied to relative TSR show PRUs for the 2022–2024 period paying at 93.3% of original granted shares with a final TSR modifier of 88%, and the 2021–2023 PRUs paying at 75.1% with a 70% TSR modifier (see tables below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northrop Grumman Corporation | Vice President & General Manager, Advanced Defense Services Division | Not disclosed | Led advanced defense services P&L and operations |
| DynCorp International | P&L leadership positions | Not disclosed | Defense services leadership |
| GE Aviation Systems | P&L leadership positions | Not disclosed | Aerospace systems operations and execution |
| Goodrich | P&L leadership positions | Not disclosed | Aerospace manufacturing leadership |
External Roles
No external public company directorships or committee roles are disclosed for Gridley in the proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $470,000 | $485,055 |
| Target Bonus (% of Base) | 80% | 80% |
| Actual Annual Bonus Paid ($) | Not disclosed | $545,526 (142% of target) |
Performance Compensation
Annual Incentive Plan (2024 structure and outcome)
| Component | Weighting | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Global Operating Income | 30% (Gridley’s plan) | Company budget (not disclosed) | 102.3% of target | Contributed to 142% total payout |
| Global Cash Flow from Operations as % of Revenue | 20% | Company budget (not disclosed) | 100.9% of target | Contributed to 142% total payout |
| Sector Operating Income (A&D) | 40% | A&D budget (not disclosed) | Not disclosed | Contributed to 142% total payout |
| Individual Goals | 10% | Pre-set objectives | Assessed by HCCC (not disclosed) | Included; capped at 100% of target |
PRUs – Multi-year results and structure
| PRU Cycle | Original PRUs Granted to Gridley | Annual Metrics (Revenue, Adjusted EBITDA) Structure | TSR Component | Final Shares Released |
|---|---|---|---|---|
| 2021–2023 | 28,355 | Six measurements (3 years × 2 metrics), each 40–160% “banked” if ≥60% threshold | Modifier: 70% (50th percentile = 100%; 80th = 150%) | 21,294 shares (75.1% of original) |
| 2022–2024 | Not listed per‑exec in settlement table; cycle‑wide outcome disclosed | Same annual metrics approach through 2024 | Modifier: 88% (cycle aggregate) | 93.3% of original granted shares (cycle aggregate) |
| 2023–2025 (in progress) | Target PRUs 34,810 | Revenue 40%, EBITDA 40% over 3 years; each year 0–200% credit per metric | TSR is an additive 0–200% component over 3 years (20% of target at median) | To be determined at end of cycle |
2024 Equity Grants (structure favors performance)
| Grant Year | Performance Grant ($) | Time‑Vested RSU Grant ($) | Total ($) | Performance PRUs (#) | RSUs (#) |
|---|---|---|---|---|---|
| 2024 | $550,000 | $450,000 | $1,000,000 | 34,810 | 28,481 |
| 2023 | $495,000 | $405,000 | $900,000 | 35,973 | 29,433 |
| 2022 | $468,000 | $383,000 | $851,000 | 33,717 | 27,593 |
| 2020 | $360,000 | $300,000 | $660,000 | 29,244 | 24,370 |
Vesting schedules: RSUs vest one‑third annually (2024 grants: 6/21/2025, 6/21/2026, 6/21/2027); 2023 RSUs vest equally across remaining two tranches on 6/22/2025 and 6/22/2026; 2022 RSUs vest on 6/22/2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (most recent) | 73,906 shares as of March 12, 2025; less than 1% of outstanding |
| Prior Beneficial Ownership Snapshots | 89,758 shares (as of March 13, 2024) ; 47,960 shares (as of March 15, 2023) |
| Outstanding Unvested RSUs (FY 2024 YE) | 28,481 (grant 6/21/2024); 19,622 (grant 6/22/2023); 9,197 (grant 6/22/2022) |
| Outstanding Unearned PRUs (FY 2024 YE) | 35,259 (2024 grant); 34,845 (2023 grant); 35,761 (2022 grant) |
| Options (exec) | No option awards disclosed for Gridley; program uses RSUs/PRUs |
| Hedging/Pledging | Prohibited for executives under insider trading policy |
| Ownership Guidelines | CEO: 5× salary; CEO direct reports (incl. Gridley): 3× salary within 5 years; individual compliance status not disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| Severance Agreement | Double‑trigger CIC severance: if terminated without cause during a pending CIC/within 12 months post‑CIC, or for good reason within 12 months post‑CIC → cash lump sum = 2×(base salary + target annual bonus); immediate vesting of all unvested RSUs and PRUs |
| CIC Equity Treatment | If awards are not assumed at CIC: immediate vesting; PRUs pay greater of target or pro‑forma calculation as of CIC (prorated plus target remainder) |
| Non‑Solicit & Confidentiality | 12‑month non‑solicitation and customary confidentiality obligations |
| Clawback | Expanded 2023 clawback: recoup incentive compensation after restatement or material Code of Conduct violation (lookback 3 fiscal years) |
| Hedging/Pledging | Executives prohibited from hedging or pledging company stock |
| Tax Gross‑Ups | No tax gross‑ups for parachute payments |
| Employment Agreement | No separate executive employment agreements; compensation governed by program documents |
Potential Payments under CIC/Termination (illustrative values at FY2024 YE reference date)
| Scenario (as of Dec 30, 2024) | Accelerated RSUs ($) | Accelerated PRUs ($) | Cash Severance ($) |
|---|---|---|---|
| Change in Control (no termination, awards not assumed) | $1,415,310 | $2,581,150 | — |
| Termination without cause pending CIC | $1,415,310 | — | $1,746,200 |
| Termination without cause or for good reason within 12 months after CIC | $1,415,310 | $2,581,150 | $1,746,200 |
Investment Implications
- Pay‑for‑performance alignment: Gridley’s variable pay strongly ties to A&D sector execution plus company operating income and cash flow; 2024 bonus paid at 142% underscores outperformance, while PRU outcomes are sensitive to revenue/EBITDA and relative TSR, reducing windfall risk and linking equity value to multi‑year fundamentals .
- Retention and selling pressure: Significant unvested RSUs and unearned PRUs across 2022–2024 grants, with scheduled vesting dates in June 2025–2027; combined with anti‑hedging/pledging rules and ownership guidelines, near‑term selling pressure is likely muted, though June vest dates may create periodic liquidity windows .
- Change‑of‑control economics: Double‑trigger severance (2× salary+target bonus) plus full equity acceleration is shareholder‑standard; absence of gross‑ups and presence of clawback reduce governance risk, but CIC could crystallize meaningful equity value for Gridley, making merger newsflow a potential trading catalyst .
- Execution track record: A&D delivered 12% revenue growth in 2024 under her sector leadership, contributing to company‑wide revenue growth and higher non‑GAAP EPS; sustained PRU realizations (75.1% for 2021–2023; 93.3% for 2022–2024 cycle aggregate) indicate delivery against multi‑year targets and competitive TSR .