Rex Geveden
TTM TECHNOLOGIESAbout Rex D. Geveden
Rex D. Geveden (age 64) is an independent director of TTM Technologies and has served as Chair of the Board since the 2021 annual meeting; he joined the board in May 2018. He is President and Chief Executive Officer of BWX Technologies, Inc. (NYSE: BWXT) and holds bachelor’s and master’s degrees in physics from Murray State University . The Board has determined he is independent under NASDAQ and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NASA | Associate Administrator (responsible for technical operations within $16B portfolio) | 17-year NASA career (dates not individually itemized) | Senior technical leadership across NASA programs |
| Teledyne Technologies | Executive Vice President; segment leader (led two of four operating segments) | 2013–2016 | Oversight of segments; strategic operations |
| Teledyne DALSA, Inc. | President | 2014–2016 (concurrent) | Led subsidiary operations |
| Teledyne Scientific & Imaging, LLC | President | 2011–2013 | Business leadership in scientific/imaging |
| Teledyne Brown Engineering, Inc. & Engineered Systems Segment | President | 2007–2011 | Led engineered systems operations |
External Roles
| Company | Role | Start Date | Notes |
|---|---|---|---|
| BWX Technologies, Inc. (NYSE: BWXT) | President & CEO | January 1, 2017 | Nuclear industrial conglomerate, headquartered in Lynchburg, VA |
No other public company directorships are disclosed in the proxy .
Board Governance
- Board Chair: Independent Chair of the Board (Geveden) per Corporate Governance Guidelines requiring the CEO and Chair roles be separated and the Chair be independent .
- Committee assignments: Member, Human Capital and Compensation Committee; Chair, Government Security Committee .
- Independence: Board affirms Geveden is independent .
- Attendance: The board held seven meetings in 2024; all directors attended more than 75% of board and applicable committee meetings. Eight of nine directors attended the 2024 annual meeting (Mr. Ali joined after) .
- Executive sessions: Independent directors meet in executive session following most board meetings .
- National security governance: Under Special Board Resolution (SBR) adopted with DCSA, the Board must be entirely U.S. citizens and chaired by a member with a personnel security clearance; a standing Government Security Committee with cleared members oversees compliance and cybersecurity. The GSC held four meetings in 2024 .
- Committee activity levels: Audit (4 meetings), Human Capital and Compensation (5), Nominating & Corporate Governance (4), Government Security (4) in 2024 .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $75,000 | Non-employee director base retainer |
| Board Chair cash premium | $70,000 | Annual cash retainer for Chair of the Board |
| Committee membership fees | $9,000 | Per committee membership (except Government Security Committee) |
| Committee chair fee (GSC) | $15,000 | Annual cash retainer for Government Security Committee chair |
| Fees earned (FY2024) | $170,000 | Geveden’s total cash fees in 2024 |
Notes:
- Cash fees breakdown is consistent with roles: base ($75k) + chair ($70k) + HCCC member ($9k) + GSC chair ($15k) ≈ $169k; reported fees earned $170k .
Performance Compensation
Directors receive time-based RSUs; there are no disclosed performance metrics tied to director equity (PSUs are for executives). RSUs vest in full on the first anniversary of grant; delivery of shares is deferred until retirement from the Board (or one year after retirement for certain prior grants) .
| Equity Item | FY2024 Value/Quantity | Vesting/Terms |
|---|---|---|
| RSU awards (grant-date fair value) | $248,705 | Annual director grant; Chair receives RSUs annually with policy target, actual accounting fair value reported here |
| RSUs outstanding (12/30/2024) | 83,318 | Unvested RSUs: 14,075; vest on May 9, 2025 |
| Stock options outstanding | 20,000 | All vested; average remaining life 4 years; average option price $14.32 |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed beyond TTMI |
| Executive role at other public company | President & CEO, BWX Technologies (NYSE: BWXT) |
| Interlocks / shared directorships | Not disclosed; Nominating & Corporate Governance Committee reviews independence and conflicts |
| Related-party transactions | None >$120,000 since Jan 2, 2024 involving directors/executives or their immediate families |
Expertise & Qualifications
- Domain expertise: Aerospace/Defense leadership; technology and government/security oversight experience (Board qualifications matrix identifies varied expert/intermediate experience across technology, government/regulatory, supply chain, and A&D) .
- Education: B.S. and M.S. in physics (Murray State University) .
- Security oversight: Chairs Government Security Committee under DCSA SBR; board chaired by a member with appropriate clearance by requirement .
Equity Ownership
| Ownership Component | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 20,000 | Less than 1% of outstanding shares |
| Vested RSUs deferred | 83,318 | Delivery deferred until retirement from the Board |
| Unvested RSUs | 14,075 | Vest on May 9, 2025 |
| Options (exercisable/unexercisable) | 20,000 / 0 | Average strike $14.32; avg. remaining life 4 years |
| Hedging/pledging | Prohibited by insider trading policy | |
| Director ownership guidelines | Directors expected to hold ≥5x annual cash retainer; cannot sell awarded shares until retirement; all directors meet guidelines except Mr. Ali (joined 2024) |
Governance Assessment
- Board leadership and independence: Separation of CEO and independent Chair (Geveden) aligns with best practice; independent executive sessions occur regularly .
- Security governance: Robust national security controls via SBR; Government Security Committee chaired by Geveden with cleared members; ongoing DCSA oversight—critical given TTMI’s DoD exposure .
- Engagement: Committees met regularly in 2024 (Audit: 4; HCCC: 5; Nominating: 4; GSC: 4); all directors >75% attendance .
- Compensation alignment: Director equity is deferred until retirement, strengthening long-term alignment; hedging/pledging prohibited; ownership guidelines enforced .
- Shareholder signals: Say-on-Pay support was 97.7% at 2024 meeting, indicating broad investor confidence in compensation governance .
- Conflicts/related party: No related-party transactions disclosed; independence reviewed; conflicts must be reported and result in recusal .
RED FLAGS: None disclosed for Geveden. No pledging/hedging; no related-party transactions; strong independence and oversight roles .