Edwin Roks
TTM TECHNOLOGIESAbout Edwin Roks
Edwin Roks, Ph.D., age 61, became President, CEO, and a Class II director of TTM Technologies effective September 2, 2025, after serving as CEO of Teledyne Technologies (Jan 2024–Apr 2025) and previously leading Teledyne’s Digital Imaging operations; he holds a Ph.D. in Electronics/Semiconductor Physics (University of Twente) and B.Sc./M.Sc. in Electrical Engineering (Eindhoven University of Technology) . TTMI’s 2024 operating baseline before his arrival: total net revenues +9% YoY, A&D revenue +12%, cash from operations $236.9M, non-GAAP EPS $1.71, and buybacks of ~2.0M shares for $34.5M; PRUs for 2022–2024 vested at 93.3% of granted shares with a relative TSR modifier of 88% (peer-relative underperformance) . He will participate in TTMI’s TIP and PRU programs (revenue, EBITDA, TSR) designed to align pay with performance, with hedging/pledging prohibited and a robust clawback policy in place .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Teledyne Technologies | Strategic Advisor to Executive Chairman | May 2025–Aug 2025 | Supported CEO transition; continued portfolio/operations guidance . |
| Teledyne Technologies | Chief Executive Officer | Jan 2024–Apr 2025 | Led portfolio focused on aerospace/defense and industrial imaging; integrated large acquisitions . |
| Teledyne Technologies | EVP; President, Teledyne Digital Imaging Segment | May 2021–Jan 2024 | Ran largest segment; technology advancement and operating execution . |
| Teledyne Technologies (DALSA, e2v) | VP; Group President — Digital Imaging, DALSA, e2v | Mar 2017–May 2021 | Grew digital imaging, led integration and cross-unit synergies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company board roles disclosed in TTMI filings . |
Board Service (TTMI)
- Appointment: Class II director effective September 2, 2025; term through 2026 annual meeting; committee assignments TBD .
- Governance structure: Independent Chair (currently Rex Geveden); CEO and Chair roles are separated by guideline (mitigates dual-role concerns) .
- Security oversight: TTMI maintains a Government Security Committee under DCSA’s Special Board Resolution; membership requires U.S. citizenship and clearances; CEO may attend but most committees are fully independent .
- Director pay: Employee directors are not paid additional director compensation (applies to Roks) .
- 2024 board operations: 7 meetings; all directors >75% attendance; executive sessions held regularly without management .
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $1,000,000 annually (effective upon start) . |
| Annual incentive (TIP) | Target 125% of salary; 2025 pro-rated; specific financial/operational objectives to be set by HCCC . |
| Benefits | Eligible for standard TTMI programs (medical, dental, vision; life/STD/LTD; 401(k)); 20 days PTO; relocation benefits available if elected by Dec 31, 2025 . |
| Employment status | At-will; subject to TTMI clawback policy and Share Ownership Guidelines . |
Performance Compensation
Design context (company-wide; CEO example from 2024):
- Annual TIP metrics and weights (CEO historical design): Global Operating Income 70%, Global Cash Flow as % of Revenue 20%, Individual Goals 10%; CEO’s 2024 TIP paid 105% of target after certifying 102.3% of operating income target and 100.9% of cash flow target .
- PRUs: Three-year program weighted to revenue and adjusted EBITDA (each ~40% in 2023 plan) with a 20% TSR component (additive); payouts range 0–200% of target; RSUs: time-based, 3-year ratable vesting .
| Metric (2024 context) | Weight (CEO) | Target | Actual | Payout |
|---|---|---|---|---|
| Global Operating Income | 70% | 100% | 102.3% of target | Included in 105% overall CEO payout . |
| Global Cash Flow as % of Revenue | 20% | 100% | 100.9% of target | Included in 105% overall CEO payout . |
| Individual Goals | 10% | 100% | Not disclosed | Included in 105% overall CEO payout . |
| CEO Total (FY2024) | — | — | — | 105% of target . |
Note: Roks’ 2025 TIP metrics/weights will be set by the HCCC per the offer letter (not yet disclosed) .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| New-hire RSUs | ~$1,275,000 grant-date value; vests in three equal installments on 1st/2nd/3rd anniversaries of grant (expected grant on Sep 2, 2025 → vesting Sep 2, 2026/2027/2028); shares determined by 6-month trailing average price at grant . |
| New-hire PSUs | ~$2,975,000 grant-date value; performance-vesting on HCCC-established targets under PRU framework (revenue, EBITDA, TSR) . |
| Ownership guidelines (CEO) | 5x base salary within 5 years of tenure; applies to CEO and direct reports (3x) . |
| Hedging/pledging | Prohibited for officers/directors; no puts, calls, derivatives, short sales, or pledging/margin . |
| Clawback | Revised 2023 policy requires recovery of incentive comp after restatement; also permits recovery for material Code of Conduct violations (lookback three completed fiscal years) . |
| Current beneficial ownership | Not yet disclosed for Roks in TTMI filings (appointed 9/2/25) . |
Insider selling pressure considerations:
- Scheduled RSU vesting on each anniversary (2026–2028) can create defined liquidity windows, subject to blackout policies; hedging/pledging bans reduce leverage-related selling risk .
Employment Terms
| Term | Key points |
|---|---|
| Start date | September 2, 2025 . |
| Contract | At-will; complete terms in offer letter; company may adjust plan structures; subject to confidentiality/IP agreements . |
| Change in control | Will enter TTMI’s customary Executive Change in Control Severance Agreement (form on file; double-trigger severance is a stated company practice; no excise tax gross-ups) . |
| Equity plan mechanics | Number of RSUs/PSUs uses 6-month trailing average stock price to mitigate timing volatility . |
| Deferred comp/retirement | TTMI offers 401(k) and a deferred comp plan; the company does not contribute to the deferred comp plan . |
| Non-compete, non-solicit | Not specified in the offer letter excerpt; standard confidentiality and asset protection referenced . |
Performance & Track Record
- Teledyne leadership: Led the company as CEO through April 2025 and previously spearheaded its Digital Imaging platform; recognized for integrating large acquisitions and advancing technology across the portfolio .
- TTMI baseline entering tenure (FY2024): Revenue +9% YoY; A&D +12%; cash from operations $236.9M; non-GAAP EPS $1.71; share repurchases ~$34.5M (2.0M shares) .
- Long-term incentives calibration: For the 2022–2024 PRUs, final issuance was 93.3% of granted shares with an 88% TSR modifier, indicating TSR below mid-pack peers over that period (useful for calibrating future PRU targets under Roks) .
Compensation Governance, Peer Benchmarking, Say-on-Pay
- Independent oversight: HCCC is fully independent and uses an independent consultant (Exequity) to benchmark and design pay; pays around the 50th percentile with meaningful at-risk mix .
- Pay practices: Double-trigger severance/equity; robust clawback; ownership guidelines; no hedging/pledging; no option repricing; no tax gross-ups; no guaranteed bonuses .
- Say-on-Pay: 2024 support of ~97.7% indicates strong shareholder alignment with program design prior to Roks’ arrival .
Risk Indicators & Red Flags
- Related party/Item 404: None for Roks disclosed in appointment 8-K .
- Hedging/pledging: Prohibited (reduces misalignment risk) .
- Parachute economics: Company discloses double-trigger approach and no tax gross-ups; specific CEO multiples are not detailed in the offer letter reference (form agreement cited) .
- Security oversight: DCSA-driven SBR and Government Security Committee requirements add governance rigor in A&D operations .
Investment Implications
- Alignment: Roks’ mix is heavily equity-linked with three-year PRUs tied to revenue, EBITDA, and TSR, alongside strict ownership and anti-hedging policies—positive for long-term alignment and discouraging short-termism .
- Retention and supply: Three-year RSU vesting and sizeable PRU award create clear retention hooks but also predictable potential selling windows in Sep 2026–2028; watch Form 4s around those dates for supply signals .
- Governance mitigants: Independent Chair, double-trigger CIC, clawback, and no gross-ups reduce red-flag risk; strong 2024 Say-on-Pay suggests shareholder support for the framework he’s inheriting .
- Execution lens: With TSR underperforming peers over 2022–2024 (PRU TSR modifier 88%), investors should track whether Roks’ A&D/industrial imaging playbook can accelerate TSR vs. the PRU peer set while sustaining 2024’s revenue/cash flow momentum .