Douglas Soder
TTM TECHNOLOGIESAbout Douglas Soder
Douglas L. Soder (age 64) is Executive Vice President and President of TTMI’s Commercial Sector, a role he has held since July 2018. He joined TTM in November 2006, previously leading Global Sales, the North America Business Unit, and the Communications & Computing Business Unit; he holds a BA in political science from Dickinson College . Company performance under the current leadership framework: 2024 revenue rose 9% YoY, adjusted EBITDA reached $352.5M (14.4% margin), cash from operations was $236.9M, and Non‑GAAP EPS increased to $1.71; TTMI’s five‑year TSR translated to $166 vs $163 for its peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TTM Technologies | EVP & President, Commercial Sector | Jul 2018–present | Leads Commercial sector execution and portfolio; aligns sector performance to TTMI’s diversification strategy |
| TTM Technologies | President, Communications & Computing BU | Not disclosed; prior to current | Drove growth across data center and networking end markets |
| TTM Technologies | President, North America BU | Not disclosed; prior to current | Led operational execution and customer experience initiatives |
| TTM Technologies | EVP, Global Sales | Nov 2006–prior to BU roles | Built customer relationships and market penetration across segments |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tyco Electronics – Printed Circuit Group | Executive Vice President | Part of 23‑year career at Tyco | Ran PCB operations; leadership across sales and business management |
| AMP Inc. / Tyco PCG (subsidiaries) | Sales, sales management, business leadership | Part of 23‑year career | Commercial leadership and sector positioning |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $507,500 | $530,000 | $540,109 |
| Target Bonus (% of Salary) | 80% | 80% | 80% |
| Actual Annual Bonus ($) | $772,843 | $374,328 | $417,358 |
| All Other Compensation ($) | (63,551) (tax equalization and other) | $53,208 | $13,800 (401k match) |
Performance Compensation
Annual Incentive (Cash)
| Component | Weighting | Target | Actual (FY 2024) | Payout Mechanics |
|---|---|---|---|---|
| Global Operating Income | 30% | Target undisclosed | 102.3% of target | Contributes to bonus pool per certified performance |
| Global Cash Flow as % of Revenue | 20% | Target undisclosed | 100.9% of target | Contributes to bonus pool per certified performance |
| Sector Operating Income (Commercial) | 40% | Target undisclosed | Not disclosed | Sector accountability tied to business unit outcomes |
| Individual Goals | 10% | Capped at 100% of target | Not disclosed | Paid only if financial thresholds met |
| FY 2024 Bonus Outcome | — | — | $417,358; 97% of target | Paid in Q1 2025 upon committee certification |
Long‑Term Equity (RSUs & PRUs)
| Award Type | Grant Date | FY 2024 Grant (Shares) | Vesting | Performance Metrics | FY 2024 Performance Earned |
|---|---|---|---|---|---|
| Time‑vested RSUs | 6/21/2024 | 28,481 | 1/3 annually over 3 years | Service‑based retention | N/A |
| Performance RSUs (PRUs) | 6/21/2024 | 34,810 target | 3‑year performance period | Annual Revenue (40%), Annual Adjusted EBITDA (40%), 3‑yr Relative TSR (20% additive) | 2024 tranche: Revenue 97.0% of target, EBITDA 102.3% → blended 99.7% on first 1/3 |
| PRU Program (2022 grant) settlement | Vested in 2025 | — | End of 3‑yr period | TSR modifier applied (38th percentile → 88%) | Final payout 93.3% of target shares |
FY 2024 Equity Grant Values
| Component | Dollar Value ($) | Shares |
|---|---|---|
| Performance (PRUs) | $550,000 | 34,810 |
| Time‑Vested (RSUs) | $450,000 | 28,481 |
| Total | $1,000,000 | 63,291 |
Equity Ownership & Alignment
- Beneficial Ownership: 138,791 shares; <1% of outstanding (101,621,163 shares) as of March 12, 2025 .
- Outstanding RSUs & PRUs (12/30/2024):
- RSUs not vested: 28,481 (2024 grant, market value $703,481), 20,736 (2023 grant, $512,179), 9,990 (2022 grant, $246,753) .
- PRUs (unearned/subject to performance): 35,259 (2024 grant, $870,897), 36,745 (2023 grant, $907,602), 38,893 (2022 grant, $960,657) .
- Stock Vested in FY 2024: 55,232 shares; value realized $973,518 .
- Deferred Compensation: Aggregate ending balance $1,651,916 (no employer match; earnings per plan options) .
- Hedging/Pledging: Prohibited under insider trading policy .
- Ownership Guidelines: CEO at 5x salary; direct reports (incl. sector presidents) at 3x salary within five years .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None; TTMI has no executive employment agreements |
| Severance (Change‑in‑Control) | Double‑trigger; cash lump sum equal to 2x (base salary + target bonus), plus immediate vesting of unvested RSUs/PRUs if terminated within 12 months post‑CIC or awards not assumed |
| Non‑Solicitation | 12 months under CIC severance agreements |
| Clawback | 2023 policy: recoup incentive compensation upon required restatement; discretionary recoupment for material, intentional Code of Conduct violations over prior three fiscal years |
| Tax Gross‑Ups | None for excess parachute payments; TTMI does not provide tax gross‑ups |
| Equity Vesting Nuances | RSUs vest pro‑rata upon retirement/death/disability; PRUs settle after 3‑year period with revenue/EBITDA and TSR components |
Illustrative CIC Economics (as of 12/30/2024)
| Item | Amount ($) |
|---|---|
| Accelerated RSUs | $1,462,413 |
| Accelerated PRUs | $2,702,600 |
| Cash Severance (2x salary+target bonus) | $1,944,391 |
Compensation Structure Signals
- Mix is skewed to at‑risk pay: annual incentive plus PRUs; no stock options outstanding for NEOs (program uses RSUs/PRUs) .
- FY 2024 equity increased vs FY 2023 (Stock Awards $882,646 vs $620,198), with higher performance alignment via PRUs .
- Annual incentive outcomes reflect financial certification and are capped/thresholded to mitigate excessive risk; individual goals pay only if financial thresholds met .
Related Party & Governance
- Related Party Transactions: None >$120,000 in FY 2024 .
- Say‑on‑Pay: 97.7% approval in 2024, reinforcing alignment with shareholder preferences .
- Independent Compensation Consultant: Exequity engaged; peer group benchmarking and risk assessment conducted .
Investment Implications
- Pay‑for‑performance alignment is strong: bonus metrics tied to operating income and cash conversion; PRUs tied to revenue, adjusted EBITDA, and relative TSR. This structure supports execution focus and moderates risk-taking via dual financial metrics and capped payouts .
- Insider selling pressure: RSU/PRU settlements are ongoing (55,232 shares vested in 2024), which may create periodic liquidity events; hedging/pledging prohibited, and ownership guidelines target 3x salary for direct reports, promoting alignment rather than short‑term monetization .
- Retention risk appears contained: double‑trigger CIC protection (2x cash + equity acceleration) and multi‑year PRU design incentivize tenure through performance periods; no employment agreement reduces fixed entitlements but clawback and governance discipline are robust .
- Execution track record: Company‑level metrics (2024 revenue +9%, adjusted EBITDA $352.5M, Non‑GAAP EPS +29% YoY) and improved cash generation underpin sector leadership; relative TSR now above peers (five‑year $166 vs $163), supporting equity value creation potential .