Business Context and Reporting Period
This Form 8-K was filed by TTM Technologies, Inc. on April 28, 2009. The report addresses Item 8.01 (Other Events) to clarify the timing and rationale behind stock-based compensation grants to Chief Executive Officer Kenton K. Alder following discussions with a proxy advisory service regarding the 2009 annual meeting of stockholders.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, or cash flow data. It specifically details the fair value of executive compensation grants:
- February 2008 Grants (for 2007 performance): 50,000 stock options (Fair Value: $341,000) and 50,000 RSUs (Fair Value: $555,000; Share Price: $11.10).
- March 2009 Grants (for 2008 performance): 78,918 RSUs (Fair Value: $343,000; Share Price: $4.34) and a freeze on stock options totaling 50,000 (Estimated Fair Value: $156,000).
Material Changes Versus Prior Period
The Board reduced the CEO's overall stock-based compensation in 2009 due to weaker financial performance in the second half of 2008 and a decline in the company's share price during that year.
- RSU Reduction: The fair value of the 2009 RSU award decreased by $212,000 compared to the 2008 award.
- Option Reduction: The estimated fair value of 2009 stock options represents a reduction of $185,000 from the 2008 grant.
- Clarification of Timing: The filing clarifies that 2008 grants were for 2007 performance, while 2009 grants are for 2008 performance.
Management Commentary and Risks
Management commentary indicates a direct correlation between the reduction in executive compensation and the company's financial challenges and stock price decline in 2008. The 2009 stock options are to be awarded in quarterly increments of 12,500. No specific risks, contingencies, or unusual items beyond the compensation adjustment are detailed in this filing.
Important Facts for Investors to Verify
- Confirmation that the 2008 compensation grants were retroactively tied to 2007 performance, not 2008.
- The specific impact of the $397,000 total reduction in fair value of CEO compensation on the company's 2009 expense recognition.
- The extent of the share price decline from $11.10 (2008) to $4.34 (2009) and its correlation with broader market or company-specific issues.
- Details on the "weaker financial performance" in the second half of 2008 referenced by the Board.