Chantel Lenard
TTM TECHNOLOGIESAbout Chantel E. Lenard
Independent director since September 2018; age 55; currently Lecturer of Marketing in the MBA program at the University of Michigan Ross School of Business. Former Ford Motor Company U.S. Chief Marketing Officer (2013–2017) and VP Marketing for Asia Pacific & Africa (2010–2013), with a 25-year career spanning strategy, sales, finance, and purchasing; education includes BS in Industrial Engineering (Purdue) and MBA (Harvard), plus a 2023 Certificate in Cybersecurity Oversight from Carnegie Mellon University/NACD . The Board affirms her independence under NASDAQ and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | U.S. Chief Marketing Officer | 2013–2017 | Led pricing, promotions, media, digital marketing, product strategy, consumer experience |
| Ford Motor Company | VP Marketing, Asia Pacific & Africa | 2010–2013 | Led marketing across 11 countries; Shanghai-based |
| Ford Motor Company | Various leadership roles (strategy, sales, finance, purchasing) | 25-year career; retired 2017 | Multifunctional leadership breadth |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| LSI Industries (NASDAQ: LYTS) | Director | Current | Audit and Compensation Committees |
| Uni-Select (TSX: UNS) | Director | 2020–Aug 2023 | Compensation and Governance Committees; ended upon acquisition by LKQ in Aug 2023 |
| Charge Enterprises (NASDAQ: CRGE) | Director | Jan 2022–May 2024 | EV charging/broadband infrastructure company |
Board Governance
- Committee assignments: Chair, Human Capital & Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined Lenard is independent; majority of Board independent .
- Meetings/attendance: Board held 7 meetings in 2024; all directors attended >75% of Board and committee meetings; eight of nine directors attended the 2024 annual meeting (Mr. Ali did not, as he joined after) .
- Committee activity: Compensation Committee met 5 times in 2024; Nominating & Corporate Governance met 4 times; Audit met 4 times; Government Security met 4 times .
- Executive sessions: Chair offers to hold executive sessions following most Board meetings for independent directors .
Fixed Compensation
| Component (Policy) | Annual Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non-employee directors |
| Committee membership fee (per committee) | $9,000 | Excludes Government Security Committee |
| Committee chair fees | $25,000 (Audit), $17,000 (Compensation), $17,000 (Nominating & Corporate Governance), $15,000 (Government Security) | Annual retainers for chairs |
| Chair of the Board additional retainer | $70,000 | Cash |
| Annual RSU grant (non-employee director) | $160,000 | Value based on average closing price over prior six months; vests in one year; delivery deferred until retirement (or one year after for certain prior grants) |
| Chair of the Board RSU grant | $210,000 | As above |
| Lenard – FY2024 Actual | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $101,500 | Includes director/committee/chair fees |
| RSU Awards (ASC 718 fair value) | $189,475 | Based on grant-date closing price; accounting value may differ from policy award target |
| Total | $290,975 | Sum of cash and equity accounting value |
Performance Compensation
| Equity Item | Quantity/Value | Key Terms |
|---|---|---|
| RSUs outstanding at FY2024 year-end | 67,148 | Delivery deferred until retirement; separate from beneficial ownership count |
| RSUs not vested (as of FY2024 year-end) | 10,723 | Vest on May 9, 2025 |
| Stock options outstanding | 20,000 | Average remaining life 4 years; average option price $14.32 |
| FY2024 RSU grant (ASC 718 value) | $189,475 | Annual director grant; time-based vesting (no performance metrics) |
Note: Non-employee director equity is time-based RSUs; no performance-based metrics or PSU structures disclosed for directors .
Other Directorships & Interlocks
| Company | Relationship to TTMI | Potential Interlock/Conflict |
|---|---|---|
| LSI Industries | Unrelated to TTMI; LED/visual solutions | No TTMI-related transactions disclosed |
| Uni-Select (acq. by LKQ) | After acquisition, tenure ended | No TTMI-related transactions disclosed |
| Charge Enterprises | EV charging/broadband | No TTMI-related transactions disclosed |
- Related-party transactions: None over $120,000 since Jan 2, 2024 involving directors/executives or immediate families .
- Compensation committee interlocks: None; no insiders on TTMI’s Compensation Committee; no reciprocal exec service on other entities’ boards/comp committees in 2024 .
Expertise & Qualifications
- Education: BS Industrial Engineering (Purdue); MBA (Harvard); 2023 Certificate in Cybersecurity Oversight (CMU/NACD) .
- Domain strengths (Board self-reported skills matrix): Sales & Marketing – Expert (E); IT/Cybersecurity – Intermediate (I); Corporate Governance – Intermediate (I); Supply Chain – Some (S); Government & Regulatory – Some (S); Asia/International – Some (S) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 12, 2025) | 20,000 shares | Less than 1% of shares outstanding; excludes deferred RSUs |
| Ownership guidelines | ≥5x annual cash retainer | Directors prohibited from hedging or pledging; all Board members except Mr. Ali meet guidelines as of Record Date |
| Hedging/Pledging | Prohibited | Insider Trading Policy disallows hedging/pledging and certain derivatives/short sales |
Governance Assessment
-
Positive signals:
- Independent director, with significant committee leadership as Compensation Committee Chair; use of independent compensation consultant (Exequity) with no conflicts .
- Strong attendance and engagement: Board met 7 times; all directors >75% attendance; robust committee activity; executive sessions for independents .
- Ownership alignment: RSU deferral until retirement; 5x retainer guideline met; hedging/pledging prohibited .
- No related-party transactions; no compensation committee interlocks/insider participation .
-
Potential concerns (monitor):
- Multi-board commitments (LSI Industries and recent Charge Enterprises tenure) warrant ongoing monitoring for time/attention, though no attendance shortfall is indicated .
RED FLAGS: None disclosed—no related-party transactions; hedging/pledging prohibited; attendance thresholds met; independent consultant retained for compensation .