John Mayer
TTM TECHNOLOGIESAbout John G. Mayer
John G. Mayer, age 74, has served as an independent director of TTM Technologies since September 2000 and is presently retired . He previously held senior roles in the PCB industry, including Vice President at Tyco Printed Circuit Group, Chief Operating Officer at ElectroStar, and President at Electro‑Etch Circuits, bringing deep technology and operations experience to the board . Mayer holds a BA in history, the arts and letters from Yale University and a JD from UCLA School of Law . The board has determined he is independent under NASDAQ and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tyco Printed Circuit Group, Inc. | Vice President | Jan 1997 – Nov 1999 | Senior leadership in PCB manufacturing |
| ElectroStar, Inc. | Chief Operating Officer | Dec 1994 – Dec 1996 | Operations leadership at a publicly held PCB manufacturer |
| Electro‑Etch Circuits, Inc. | President | Apr 1986 – Nov 1994 | Led predecessor to ElectroStar; technology/operations depth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cottonwood Gulch Foundation | Board of Trustees (Trustee) | 2008 – 2017 | Non‑profit governance experience |
Board Governance
- Independence: Board determined Mayer is independent (NASDAQ/SEC definitions) .
- Years of service: Director since September 2000; currently Class III director .
- Committee assignments: Audit Committee member; Nominating and Corporate Governance Committee member .
- Attendance: Board held seven meetings in 2024; all directors attended >75% of Board and committee meetings; eight of nine directors attended the 2024 annual meeting (Ali joined after) .
- Executive sessions: Chair offers executive sessions following most board meetings (independent directors only) .
- Government security oversight: Mayer is not listed on the Government Security Committee (members: England, Alder, Edman, Geveden (chair)) .
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Philip G. Franklin | 4 |
| Nominating & Corporate Governance | Member | Julie S. England | 4 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non‑employee director retainer |
| Committee membership – Audit | $9,000 | Per committee membership (excl. Gov’t Security) |
| Committee membership – Nominating & Corporate Governance | $9,000 | Per committee membership (excl. Gov’t Security) |
| Total cash fees (2024) | $93,000 | Retainer + two committee memberships |
| Expense reimbursement | N/A | Reimbursed for attendance‑related expenses |
| Deferred compensation elections | None participated in 2024 | Executive & Director Deferred Compensation Plan |
Performance Compensation
| Equity Element | 2024 Grant Value | Unvested RSUs | Vesting | Delivery |
|---|---|---|---|---|
| RSUs (annual grant) | $189,475 | 10,723 | RSUs vest in full on May 9, 2025 | Delivery of shares deferred until retirement (or one year after retirement for certain prior grants) |
- Option awards: None outstanding for Mayer (director options generally granted prior to 2019) .
- Performance metrics: Director RSUs are time‑vested; no performance conditions (PRUs and related metrics apply to executives, not directors) .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Current public company boards | — | — | None disclosed for Mayer |
| Cottonwood Gulch Foundation | Non‑profit | Trustee (2008–2017) | No related‑party conflicts disclosed |
Expertise & Qualifications
| Skill Area | Level |
|---|---|
| Technology | Expert (E) |
| Electronics Manufacturing Operations | Expert (E) |
| Supply Chain Management | Expert (E) |
| Corporate Governance | Intermediate (I) |
| Executive Compensation | Some (S) |
| Government & Regulatory | Some (S) |
| Aerospace/Defense | Some (S) |
| Sales & Marketing | Intermediate (I) |
| P&L Experience | Intermediate (I) |
| HR/Org & People Development | Some (S) |
| Asia Experience | Some (S) |
| M&A | Some (S) |
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 9,167 | As of March 12, 2025 |
| Beneficial ownership (%) | <1% | “*” indicates less than 1% of outstanding |
| RSUs outstanding | 158,060 | As of fiscal year‑end 2024 |
| RSUs not vested | 10,723 | Vest May 9, 2025 |
| Deferred RSUs (delivery timing) | 141,625 deferred until retirement; 16,435 deferred until one year after retirement | Prior grants’ delivery timing |
| Options outstanding | None | Options generally pre‑2019; Mayer has none outstanding |
| Stock ownership guidelines | Directors expected to own ≥5x annual cash retainer; cannot sell awarded shares until retirement; hedging and pledging prohibited | All board members except Ali (newly joined) meet guidelines as of Record Date |
Governance Assessment
- Alignment and independence: Mayer is an independent director with audit and nominating committee roles; strong attendance and executive sessions bolster oversight quality .
- Ownership alignment: Significant deferred RSU holdings and prohibition on hedging/pledging enhance alignment; directors must maintain ≥5x retainer value in ownership and defer delivery until retirement .
- Compensation structure: Cash fees are modest and formulaic; equity is time‑vested RSUs (no performance risk taking), consistent with best practices for directors .
- Related‑party and conflicts: Company reports no related‑party transactions >$120,000 since Jan 2, 2024; board policies mandate disclosure/recusal on conflicts .
- Defense/FOCI oversight: While not on the Government Security Committee, the board’s security governance framework and U.S.‑citizen board composition reduce risk for classified programs .
- Shareholder signals: 2024 say‑on‑pay approval was ~97.7%, indicating broad investor support for compensation practices; 2025 votes passed (see 8‑K results) .
RED FLAGS: Long tenure (since 2000) may raise entrenchment concerns at some institutions despite independence, but no attendance, related‑party, hedging/pledging, or compensation anomalies are disclosed .