Steven Spoto
TTM TECHNOLOGIESAbout Steven Spoto
Steven Spoto, 52, is President of TTM’s Integrated Electronics Business Unit (IEBU) since January 2025, after serving as Vice President of Finance for Aerospace & Defense (A&D) from April 2020 to January 2025 . He has 31 years of manufacturing and defense industry experience with prior finance roles at USG Corp. and Lockheed Martin, and holds a B.S. in Accounting from Le Moyne College . Company-wide executive performance pay is tied to multi-year PRUs with equal weighting of revenue and adjusted EBITDA, plus a TSR component measured over three years; time-vested RSUs vest over three years; annual bonuses require at least 60% of target operating income for payout caps and thresholds to manage risk . TTM’s insider trading policy prohibits hedging and pledging; stock ownership guidelines require CEO direct reports to attain stock worth 3x base salary within five years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TTM Technologies | President, Integrated Electronics Business Unit | Jan 2025 – Present | Business unit leadership (IEBU) |
| TTM Technologies | Vice President of Finance, A&D | Apr 2020 – Jan 2025 | Finance leadership for A&D segment |
External Roles
| Organization | Role(s) | Years | Strategic Impact |
|---|---|---|---|
| USG Corp. | Plant Controller; Segment Finance Manager | Not disclosed | Finance roles in manufacturing |
| Lockheed Martin | Director of Finance | Not disclosed | Finance role in defense |
Fixed Compensation
- Executive employment agreements: TTM states it does not have executive employment agreements .
- Perquisites and benefits: Executives participate in broad-based plans; TTM generally does not extend significant perquisites unique to executives .
- Clawback: Revised in 2023; recoups incentive-based compensation upon restatements or material Code of Conduct violations; no hedging/pledging permitted .
- Tax gross-ups: No excise tax gross-ups for change-in-control payments under Code Section 4999 .
Note: Spoto is not a named executive officer (NEO) in the 2025 proxy tables; individual base salary, target bonus %, and perquisite amounts are not disclosed for him .
Performance Compensation
| Metric | Weighting | Measurement Period | Payout Structure | Vesting Mechanics |
|---|---|---|---|---|
| Revenue (PRUs) | 50% | Rolling 3-year performance | Threshold bank at ≥50% of targets; capped maximums | PRUs vest based on multi-year results; portion tied to TSR vs peer group (3-year, using six-month trailing averages) |
| Adjusted EBITDA (PRUs) | 50% | Rolling 3-year performance | Threshold bank at ≥50% of targets; capped maximums | Same as above |
| TSR (relative) | Portion of PRU program | 3-year relative TSR vs peers | Design mitigates short-term volatility via six-month trailing averages | Included within PRU framework |
| Annual Bonus (MIP) | Company operating income threshold | Annual | Payouts only if ≥60% of target operating income; capped maximums | Cash payout; no guaranteed minimums |
Targets, actuals, and individual payout outcomes for Spoto are not disclosed.
Equity Ownership & Alignment
| Topic | Policy/Status | Detail |
|---|---|---|
| Stock ownership guidelines | 3x salary for CEO direct reports within 5 years | Company policy for alignment; CEO 5x salary; direct reports 3x salary |
| Hedging/Pledging | Prohibited | Insider trading policy bans hedging (puts/calls/derivatives/shorts) and pledging |
| RSU vesting cadence | Time-vested RSUs over 3 years | Company practice to encourage long-term value creation |
| 10b5-1 plan | Sell-to-cover arrangement adopted Feb 26, 2025 | Automatic sales solely to satisfy tax withholding upon RSU vesting; expires Aug 15, 2025 |
| Form 3 filing | Officer onboarding | Spoto executed a power of attorney in connection with Section 16 filings (Form 3) dated Jan 11, 2025; filing on Feb 11, 2025 |
Beneficial ownership totals, vested vs unvested breakdown, options holdings, and pledged shares (if any) for Spoto are not disclosed in the 2025 proxy; pledging is broadly prohibited by policy .
Employment Terms
- Change-in-control (CIC) framework: Board approved Executive CIC Severance Agreements for executive officers; “double trigger” (termination without cause during pending or within 12 months post-CIC, or resignation for good reason within 12 months post-CIC) required for cash/severance; no tax gross-ups .
- CIC economics (NEO illustration): Lump-sum cash equal to 2x base salary + 2x target bonus (at 100% target performance) for enumerated NEOs; unvested RSUs and PRUs accelerate under specified conditions (e.g., awards not assumed, or termination within 12 months of CIC) .
- Equity treatment at CIC: If awards are assumed, executives continue vesting; if not assumed or terminated within 12 months post-CIC, unvested RSUs/PRUs immediately vest (PRUs at target or pro-forma performance plus target remainder as described) .
- Non-solicit and confidentiality: Severance Agreements include a 12-month non-solicitation covenant and customary confidentiality obligations .
Spoto is listed among executive officers; the proxy’s general CIC framework applies to executive officers, but specific severance multiples are disclosed for NEOs, not individually for Spoto .
Investment Implications
- Alignment and retention: The 3x salary stock ownership guideline for CEO direct reports, three-year RSU/PRU vesting, anti-hedging/pledging policy, and robust clawback strengthen alignment and reduce governance risk; high 2024 say-on-pay approval (97.7%) indicates investor support for the program design .
- Selling pressure: Spoto’s temporary Rule 10b5-1 sell-to-cover plan suggests near-term insider sales limited to tax withholding from RSU vesting, not discretionary selling; plan expires August 15, 2025 .
- CIC optionality: In a strategic transaction, company policies could accelerate unvested equity and provide double-trigger cash severance for executive officers (no gross-ups), which may lower retention risk through deal close but can increase overhang on fully diluted share calculations at closing .
- Disclosure gaps: Absence of Spoto-specific salary/bonus/equity grant and ownership detail limits pay-for-performance and skin-in-the-game precision; monitoring future proxies and Section 16 filings is warranted to assess grant sizes, vesting accrual, and ownership guideline progress .