Wajid Ali
TTM TECHNOLOGIESAbout Wajid Ali
Wajid Ali, age 51, is an independent director of TTM Technologies, Inc. (TTMI) who joined the Board in May 2024; he currently serves as Chief Financial Officer of Lumentum Holdings Inc. (NASDAQ:LITE) and previously held senior finance roles at Synaptics, Teledyne, DALSA, AMD, and ATI Technologies . He holds BA and MA degrees in Economics (York University), an MBA from Schulich School of Business (York University), and CPA/CMA designations (Ontario, Canada) . The Board has determined Mr. Ali is independent under NASDAQ and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lumentum Holdings Inc. | Chief Financial Officer | Feb 2019–present | Oversees overall finance operations and IT |
| Synaptics Incorporated | SVP & Chief Financial Officer | May 2015–Feb 2019 | Led finance at semiconductor supplier |
| Teledyne Technologies Incorporated | Vice President & Controller | Prior to 2015 (dates not specifically disclosed) | Finance leadership at instrumentation/software/engineered systems company |
| DALSA Corp. (acquired by Teledyne in 2011) | Chief Financial Officer | Prior to acquisition in 2011 | CFO of semiconductor company |
| Advanced Micro Devices, Inc. | Finance leadership positions | Not disclosed (prior period) | Oversaw finance for large business groups |
| ATI Technologies, Inc. | Finance leadership positions | Not disclosed (prior period) | Oversaw finance for large business groups |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lumentum Holdings Inc. | Chief Financial Officer | Feb 2019–present | Operating executive role (not disclosed as a board directorship) |
| Other public company boards | — | — | The proxy does not disclose any other public company directorships for Mr. Ali |
Board Governance
- Committee assignments: Audit Committee member; no chair roles disclosed . Audit Committee signatory on the 2024 Audit Committee Report (with Franklin, Jackson, Mayer) .
- Independence: Board determined Ali is independent under NASDAQ and SEC rules; TTMI maintains majority independent board .
- Attendance and engagement: Board held 7 meetings in 2024; all directors attended >75% of aggregate Board and committee meetings; 8 of 9 directors attended the 2024 annual meeting (Ali did not attend because he was appointed after the meeting) .
- Committee meeting cadence: Audit Committee held 4 meetings in 2024 ; Nominating & Corporate Governance Committee held 4 meetings ; Human Capital & Compensation Committee held 5 meetings ; Government Security Committee held 4 meetings .
- Executive sessions: Chair offers to hold executive sessions following most board meetings with independent directors .
- Government Security oversight: TTMI maintains a Government Security Committee per its Special Board Resolution (SBR) due to DoD-related security clearances; membership requires personal security clearances and U.S. citizenship; Ali is not listed as a member .
Fixed Compensation
- Director compensation policy (annual, non-employee):
- Cash retainer: $75,000; committee membership fee: $9,000 per committee (except Government Security Committee); Chair of Board: +$70,000; Committee chairs: Audit $25,000, Human Capital & Compensation $17,000, Government Security $15,000, Nominating & Corporate Governance $17,000; expenses reimbursed .
- Equity retainer: Annual RSUs valued at $160,000 for non-employee directors (Chair $210,000), based on the average closing price over the six months preceding grant; prorated if serving a portion of the year; RSUs vest in full on first anniversary; delivery of vested shares deferred until retirement (or one year after retirement for certain prior grants) .
| Item | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $42,000 |
| RSU Awards (fair value, ASC 718) | $122,700 |
| Total 2024 Director Compensation | $164,700 |
Note: Nonqualified Deferred Compensation Plan is available for directors (5%–100% of annual director fees), but none participated in 2024 .
Performance Compensation
- Equity design: Director RSUs are time-based (no performance metrics) and vest on the first anniversary of grant; delivery of shares is deferred until retirement (or one year after retirement for certain prior grants) .
- Outstanding awards (as of fiscal year-end 2024):
| Award Type | Quantity / Terms |
|---|---|
| RSUs Outstanding at Fiscal Year End | 6,944 |
| RSUs Not Vested | 6,944 |
| Vesting Date | May 9, 2025 |
| Options Outstanding | None |
| Delivery of Vested RSUs | Deferred until retirement from Board |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | Not disclosed for Ali in TTMI proxy |
| Shared directorships with TTMI competitors/suppliers/customers | Not disclosed; no related-party transactions >$120,000 since Jan 2, 2024 |
Expertise & Qualifications
- Skills matrix (self-reported): Finance & Accounting (Expert); Capital Markets (Intermediate); Technology (Some); IT/Cybersecurity (Some); Electronics Manufacturing Operations (Some); Asia Experience (Expert); HR/Org & People Development (Some); Corporate Governance (Intermediate); M&A (Expert); Executive Compensation (Intermediate); P&L Experience (Intermediate); Supply Chain Management (Intermediate); Aerospace/Defense (Some) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Number of Shares) | — (less than 1%) |
| Beneficial Ownership (%) | <1% of outstanding shares |
| Vested/Unvested Breakdown | 6,944 RSUs outstanding; all unvested as of FY-end; scheduled to vest May 9, 2025 |
| Delivery Deferral | Delivery of vested RSUs deferred until retirement from Board (or one year after retirement for certain prior grants) |
| Stock Ownership Guidelines | Required to beneficially own shares valued at least 5x annual cash retainer; independent directors cannot sell awarded shares until retirement; hedging/pledging prohibited |
| Guideline Compliance Status | All Board members meet guidelines except Ali (joined May 2024) as of the Record Date |
Governance Assessment
-
Strengths
- Independence and audit oversight: Board affirmed Ali’s independence; he serves on the Audit Committee and signed the Audit Committee Report, indicating active oversight of financial reporting, controls, and auditor matters .
- Strong governance frameworks: Clear committee charters; executive sessions; majority-independent board; robust cybersecurity oversight via Government Security Committee .
- Pay alignment signal: 2024 Say-on-Pay approved by ~97.7% of votes, supporting TTMI’s compensation governance and investor confidence .
- Independent compensation consultant (Exequity) engaged; independence assessed with no conflicts .
-
Watchpoints/RED FLAGS
- Ownership guideline shortfall (expected for new director): As of the Record Date, Ali was the only board member not yet meeting the 5x retainer stock ownership guideline due to his May 2024 appointment; RSU delivery is deferred until retirement, which strengthens long-term alignment but delays beneficial ownership recognition .
- Limited disclosed TTMI share ownership: Beneficial ownership reported as “—” (<1%) with unvested RSUs outstanding; no options .
-
Conflicts/Related-Party Exposure
- No related-party transactions (> $120,000) involving directors or immediate family since Jan 2, 2024, mitigating conflict risk .
- Hedging/pledging prohibited under TTMI policies, reducing misalignment risk .