Business Context and Reporting Period
This Form 8-K filing by TTM Technologies, Inc. reports a corporate governance event dated December 6, 2012. The report details the appointment of a new executive officer and associated compensatory arrangements.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation details:
- Base Salary: $550,000 annually for the new President.
- Initial Restricted Stock Units (RSUs): $405,000 value, vesting in three equal annual installments.
- Annual Incentive Plan Target: 85% of base salary ($467,500).
- Performance-Based Restricted Stock Units (PRUs): Target value of $495,000, subject to a three-year performance period.
Material Changes
On December 6, 2012, the Company appointed Thomas T. Edman as President, effective January 7, 2013. Mr. Edman will report to CEO Kent Alder. Concurrently, Mr. Edman will cease serving as a member of the Compensation Committee of the Board of Directors, though he will continue to serve as a director. No employment agreement was entered into for this appointment.
Outlook, Risks, and Management Commentary
Management highlighted Mr. Edman's extensive background, including his previous role as Group Vice President and General Manager of the AKT Display Group at Applied Materials, Inc., and his tenure as President and CEO of Applied Films Corporation. The filing notes that the number of shares released for PRUs will depend on performance targets and a total stock return modifier. No specific risks or contingencies regarding the appointment were disclosed.
Investor Verification Checklist
- Verify the effective start date of the President's role (January 7, 2013).
- Confirm the vesting schedule for the initial $405,000 RSU grant.
- Review the specific performance criteria for the annual incentive plan and PRUs to be established by the Compensation Committee.
- Check for any subsequent filings regarding the formalization of the employment terms.