Philip Franklin
TTM TECHNOLOGIESAbout Philip G. Franklin
Independent director; age 73; has served on TTM Technologies’ board since November 2010. Former Executive Vice President and CFO of Littelfuse (1998–2016) and previously CFO at OmniQuip International, Monarch Marking Systems, and Hill Refrigeration. Designated by the board as an independent director and an “audit committee financial expert” under SEC rules; holds a BA in Economics and an MBA from Dartmouth (Tuck). Tenure has included service on multiple boards and finance-centric leadership roles, bringing deep accounting, audit, and capital markets expertise to TTM’s audit oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Littelfuse, Inc. | EVP & CFO | 1998–2016 | Led finance function; deep GAAP reporting and audit oversight experience |
| OmniQuip International | VP & CFO | Prior to Littelfuse | Took company public; capital markets exposure |
| Monarch Marking Systems | CFO | Prior to OmniQuip | Finance leadership |
| Hill Refrigeration | CFO | Prior to OmniQuip | Finance leadership |
| Tribune Publishing | Director; Audit Chair; later Non-Executive Chairman | 2014–2021 | Chaired Audit; later served as board chair |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XFLT (below-investment-grade credit fund) | Trustee; Chair, Nominating & Governance Committee | Current | Governance leadership at credit fund |
| Scholarship Foundation of Santa Barbara | Board member; Exec & Investment Committees | Current | Non-profit governance and investment oversight |
Board Governance
- Committees: Chair, Audit Committee; member list includes Franklin (chair), Ali, Mayer, Jackson. Audit met 4 times in 2024.
- Independence: Board determined Franklin is independent and qualifies as an audit committee financial expert.
- 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.
- Leadership: Independent Chair (Rex Geveden); executive sessions offered after most board meetings.
- Stock ownership and trading policy: Directors must beneficially own shares valued at least five times annual cash retainer over time; hedging and pledging prohibited. All directors meet guidelines except a newly joined director (Ali).
- Security oversight context: Government Security Committee exists due to DCSA requirements; Franklin is not listed as a member.
Fixed Compensation
| Item (FY2024) | Amount |
|---|---|
| Fees earned/paid in cash | $107,500 |
| RSU awards (grant-date fair value) | $189,475 |
| Total | $296,975 |
- Cash structure: Annual board retainer $75,000; $9,000 per committee membership; audit chair retainer $25,000; no separate meeting fees; chair of board receives additional $70,000 (not applicable to Franklin).
- Equity structure: Non-employee directors receive RSUs valued at $160,000 annually (Chair: $210,000), vesting in full on first anniversary; delivery of shares deferred until retirement (or one year after retirement for certain prior grants).
Performance Compensation
- Not applicable for non-employee directors: Director equity awards are time-based RSUs; no performance metrics disclosed for director compensation.
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Potential Interlock/Notes |
|---|---|---|---|
| XFLT | Investment/Credit | Trustee; chairs N&G | Financial governance; no disclosed TTM transactional ties |
| Tribune Publishing | Media | Former Director; Audit Chair; later Non-Exec Chair | Former role; no current interlock; enhances audit oversight experience |
| Scholarship Foundation of Santa Barbara | Non-profit | Board member; Exec & Investment Committees | Community involvement; no TTM-related transactions disclosed |
Expertise & Qualifications
- Finance, accounting, audit and financial reporting; SEC and NASDAQ rules familiarity; designated audit committee financial expert.
- Skills matrix self-assessment shows expertise in Finance & Accounting and contributions across Technology, M&A, Corporate Governance, and P&L experience.
- Education: BA Economics and MBA (Dartmouth/Tuck).
Equity Ownership
| Metric | Amount/Detail |
|---|---|
| Beneficial ownership (as of March 12, 2025) | 10,000 shares; <1% outstanding |
| RSUs outstanding (year-end 2024) | 137,834 |
| RSUs unvested (year-end 2024) | 10,723 |
| Options outstanding | None |
| Vested RSUs deferred (illustrative) | Delivery of vested RSUs deferred until retirement (policy); Franklin’s 137,834 RSUs include vested amounts deferred; beneficial ownership table excludes deferred RSUs. |
| Hedging/pledging | Prohibited for directors; aligns with long-term ownership approach. |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-05-27 | 2025-05-29 | Award (RSU) | 7,080 | $0.00 | 154,914 [post] | https://www.sec.gov/Archives/edgar/data/1116942/000095017025078861/0000950170-25-078861-index.htm |
| 2024-05-09 | 2024-05-10 | Award (RSU) | 10,723 | $0.00 | 147,834 [post] | https://www.sec.gov/Archives/edgar/data/1116942/000095017024057624/0000950170-24-057624-index.htm |
Awards are consistent with the annual director RSU program and deferred delivery policy.
Governance Assessment
- Board effectiveness: Franklin’s long tenure and audit chair role strengthen oversight of financial reporting, internal controls, and auditor independence; board confirms his audit committee financial expert status.
- Independence and engagement: Independent director; >75% attendance threshold achieved; independent board chair and regular executive sessions enhance independent oversight.
- Alignment: Director ownership guidelines and deferral of RSU delivery until retirement increase long-term alignment; hedging/pledging prohibitions mitigate misalignment risk.
- Compensation reasonableness: Mix of cash and time-based equity aligns with market norms; equity lacks performance metrics, but deferral and ownership guidelines provide alignment.
- Conflicts/related-party exposure: Board maintains formal related-party transaction review procedures; no related-party issues are noted in Franklin’s biography or committee disclosures.
- Shareholder signals: TTM’s 2024 say-on-pay approval was ~97.7%, indicating broad investor support for compensation design and governance practices.
RED FLAGS: None identified specific to Franklin. No pledged shares; no related-party transactions disclosed for him; consistent attendance and independence; equity awards are standard director RSUs with deferred delivery.