Thomas Edman
TTM TECHNOLOGIESAbout Thomas T. Edman
Thomas T. Edman, 62, is President (since January 2013), Chief Executive Officer (since January 2014), and a director (since September 2004) of TTM Technologies. He is an employee (non‑independent) director. He holds a BA in East Asian Studies (Japan) from Yale and an MBA from The Wharton School. Prior roles include senior leadership positions at Applied Materials and Applied Films, with extensive Asia experience and compensation/governance exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TTM Technologies | Chief Executive Officer; President; Director | CEO since Jan 2014; President since Jan 2013; Director since Sep 2004 | Executive leadership; long-tenured board member |
| Applied Materials (AKT Display Business Group) | Group VP & General Manager | Early 2011 – Dec 2012 | P&L/operator in display equipment |
| Applied Materials (Corporate) | Corporate VP, Corporate Business Development | 2006 – 2011 | M&A/strategy leadership |
| Applied Films Corporation | President & CEO; earlier COO & EVP | CEO May 1998 – Jul 2006; COO/EVP Jun 1996 – May 1998 | Led through acquisition by Applied Materials |
| Marubeni Specialty Chemicals | General Manager, High Performance Materials Division | 1993 – 1996 | Asia/industrial exposure |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ultra Clean Holdings, Inc. (NASDAQ: UCTT) | Director | Since Jun 2015 | Chair, Compensation Committee; Member, Audit Committee |
| IPC (electronics industry association) | Director; Executive Committee Chair | Since Mar 2016 (board) | Executive committee Chair; industry standards/policy influence |
Board Governance
- Independence/role: Edman is not independent due to his executive position; board otherwise has eight independent directors. The board is led by an independent Chair (Rex D. Geveden); TTM separates CEO and Chair by guideline .
- Committees: Member of the Government Security Committee (GSC); not on Audit, Human Capital & Compensation, or Nominating & Corporate Governance (all independent-only) .
- Defense security governance: The board maintains a DCSA-driven Special Board Resolution framework, requiring a standing Government Security Committee and security clearances; Edman serves on the GSC .
- Attendance: The board met 7 times in 2024; all directors attended >75% of board and committee meetings. Eight of nine directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions following most board meetings .
- Policies: Strong governance documents (committee charters, guidelines, code of ethics) posted; director communications channel disclosed .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| CEO Base Salary (Edman) | $900,000 | $915,000 | Annual July cycle; +2% YoY |
| Director Cash Fees (for Edman) | N/A | N/A | Employee director; not paid director retainers/fees |
Performance Compensation
- Annual bonus framework (CEO, 2024):
- Metric weights: 70% Global Operating Income; 20% Global Cash Flow from Operations as % of Revenue; 10% Individual Goals .
- Target bonus: 125% of base salary at target (0–200% of target payout range). At 60% of target, payout is 41% of base; at 120% of target, payout is 256% of base (cap framework per plan) .
- 2024 certified results: 102.3% of global operating income target; 100.9% of global cash flow % target. CEO payout: $1,199,249 (105% of target) .
| Annual Incentive Detail (CEO) | 2024 |
|---|---|
| Target bonus as % of base | 125% |
| Metric weights | 70% Op Inc / 20% CFO as % Rev / 10% Individual |
| Certified performance vs targets | 102.3% Op Inc; 100.9% CFO% |
| Actual bonus paid | $1,199,249 (105% of target) |
- Long-term equity (CEO, 2024 awards):
- Equity mix for CEO: PRUs 70%; RSUs 30% .
- 2024 grant values and shares: PRUs $1,680,000 (106,329 target units); RSUs $720,000 (45,569 units). Grant sizing used $15.80 six‑month trailing average; RSUs vest 1/3 annually; PRUs on a three‑year performance cycle .
- PRU performance metrics: For grants since 2023, 40% revenue, 40% adjusted EBITDA, 20% relative TSR as additive component over three fiscal years (0–200% TSR component range; thresholds at 25th/50th/75th percentile) .
- Governance of incentives: Double-trigger change-in-control for severance and equity; robust clawback; no options repricing without shareholder approval; no tax gross-ups; no hedging or pledging by officers/directors .
| 2024 CEO LTI Awards | Value ($) | Shares/Units | Vesting/Performance |
|---|---|---|---|
| PRUs (target) | 1,680,000 | 106,329 | 3-year; 40% revenue, 40% adj. EBITDA (annual tranches), 20% 3-year relative TSR additive (0–200% TSR component) |
| RSUs | 720,000 | 45,569 | Time-based; 1/3 per year for 3 years |
- Say-on-Pay: 97.7% approval at 2024 annual meeting, signaling strong investor support for pay program .
Other Directorships & Interlocks
| Company/Organization | Sector | Role | Committee Roles |
|---|---|---|---|
| Ultra Clean Holdings (NASDAQ: UCTT) | Semiconductor equipment/services | Director (since 2015) | Chair, Compensation; Member, Audit |
| IPC (electronics association) | Industry body | Director; Executive Committee Chair | Executive leadership role |
Note: No specific related-party transactions involving these external roles are disclosed in the cited sections; TTM’s nominating/governance and audit processes review conflicts and related-person transactions per policy .
Expertise & Qualifications
- Deep technology/manufacturing and Asia operating experience; prior CEO of a public company (Applied Films); M&A and corporate development expertise from Applied Materials .
- External governance experience: Chairs UCTT’s compensation committee; audit committee member; IPC executive committee Chair .
- Education: BA Yale (East Asian Studies – Japan); MBA Wharton .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notable Footnotes |
|---|---|---|---|
| Thomas T. Edman | 732,069 | <1% | Excludes 35,261 vested RSUs deferred (18,826 deferred until retirement; 16,435 deferred until 1 year post-retirement) |
- Ownership alignment policies: Directors (independent) must hold ≥5x annual cash retainer; hedging/pledging prohibited. CEO and direct reports also have stock ownership guidelines (details referenced in proxy) .
- Company-wide insider trading policy prohibits hedging, short sales, pledging, and similar transactions for officers/directors .
Governance Assessment
Strengths
- Long-tenured CEO with sector/operator depth and Asia experience; seasoned external board member with compensation and audit committee leadership at UCTT; chairing IPC executive committee broadens industry perspective .
- Independent board leadership with separated Chair/CEO roles; majority-independent board; independent-only key committees; regular executive sessions .
- Strong pay governance: double-trigger CIC, robust clawback, no hedging/pledging, no tax gross-ups, no option repricing; high Say‑on‑Pay support (97.7%) .
- Defense-security governance discipline via Government Security Committee under DCSA framework; Edman’s membership supports oversight of national security obligations .
Watch items / potential risks
- Independence: As an executive, Edman is not independent; long board tenure (since 2004) can elevate entrenchment concerns—mitigated by independent Chair and independent committees .
- External commitments: Multiple external leadership roles (UCTT comp chair; IPC executive chair) necessitate monitoring for time commitments and any evolving commercial interlocks; TTM policies require disclosure and audit/independent review of potential conflicts .
- Performance equity complexity: Multi-metric PRU design (revenue, adjusted EBITDA, TSR) is performance-aligned but complex; continued transparency on goal rigor and TSR peer group composition is important for investor confidence .
Director compensation note: As an employee director, Edman does not receive board retainers or director equity; all compensation reported reflects his executive role .