UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Proxy Statement Summary

This summary highlights information generally contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting your shares. For more complete information regarding the Company’s 20192020 performance, please review the Company’s Annual Report on Form10-K for the year ended December 30, 2019,28, 2020, which we refer to in this proxy statement as the 20192020 Form10-K.

Annual Meeting Information

The Company is monitoring the situation withCOVID-19 (Coronavirus), and in the interest of health and safety, we may hold our meeting solely by means of remote communication. We will announce any such updates as promptly as practicable, and details on how to participate will be issued by press release, posted on our website, and filed with the SEC as additional proxy materials.

Summary of Matters to be Voted Upon at the Annual Meeting

A Letter from our Chairman of the Board and our CEO

Robert E. Klatell, Chairman of the Board		Thomas T. Edman, President and Chief Executive Officer

Dear Fellow Stockholders,

It is a pleasure to invite all TTM Technologies, Inc. stockholders to our 2020 Annual Meeting of Stockholders. We hope you can join us on May 7, 2020, at 8:30 a.m. at our Company Headquarters at 200 East Sandpointe, Suite 400, Santa Ana, California 92707.

2019 was a challenging and transitional year for TTM. While our aerospace and defense business was strong, our commercial end markets were weak which put pressure on revenues and profits. Despite these dynamics, we were able to grow cash flow year on year and took strategic actions that we expect will strengthen our company in the longer term. We completed the acquisition of the assets and technology of i3 Electronics, Inc. (“i3”) in November 2019. The i3 assets and technology provide us with key future growth opportunities for advanced applications in the defense and commercial markets, with the ultimate goal of providing differentiated technical support and value for our customers. To capitalize on the i3 acquisition, we opened an engineering center in Binghamton, New York and established a high tech manufacturing facility in Chippewa Falls, Wisconsin to integrate the acquired technology. We believe these new facilities, as well as the the new i3 engineering talent and assets in these facilities, will strengthen our advanced PCB technology capabilities and extend our patent portfolio for emerging applications for the aerospace and defense and high end commercial markets. In addition, we recently announced that we entered into an agreement for the sale of our Mobility Business Unit comprised of four manufacturing facilities in China. The sale of the seasonal and volatile Mobility Business Unit is in line with our strategy to focus on longer cycle and more stable product offerings while providing us with better balance sheet flexibility to strategically grow our business and build on our existing technology portfolio and offerings to our customers.

The three core pillars of TTM’s strategic vision are diversification, differentiation and discipline. We believe we have effectively diversified our business by currently focusing our strengths in six end markets. To align with our vision, we have simplified the TTM Mission Statement by concentrating on differentiation to make it clear to our employees and customers that we are taking concrete actions to better realize the potential of our business portfolio. We plan to continue to pursue a disciplined focus on those businesses which tap into the two key aspects of our differentiation: (i) our global footprint capabilities and (ii) the breadth and depth of our technical capabilities.

In addition, our Board believes that TTM’s focus on corporate responsibility creates value for the company, the stockholders and other stakeholders by identifying ways for technology to benefit the environment and society while helping us mitigate risks and reduce costs. To emphasize this focus, we have included a disclosure for the first time in this year’s proxy statement on our environmental, social and governance (“ESG”) initiatives and policies.

We encourage you to carefully review this year’s notice and proxy statement, which contain important information about proxy voting and the business to be conducted at the meeting, in addition to highlighting TTM’s 2019 financial performance.

TTM TECHNOLOGIES, INC.

200 East Sandpointe, Suite 400

Santa Ana, CA 92707

NOTICE OF 20202021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 7, 2020May 12, 2021

The 20202021 annual meeting of stockholders of TTM Technologies, Inc. will be held at 8:30 a.m., local time, on Thursday, May 7, 2020, at our corporate offices located at 200 East Sandpointe, Suite 400, Santa Ana, CA 92707, forPacific Time, via video conference accessed through the following purposes:URL address https://web.lumiagm.com/208900745 [web.lumiagm.com]:

The Company is monitoring the situation withCOVID-19 (Coronavirus), and in the interest of health and safety, we may hold our meeting solely by means of remote communication. We will announce any such updates as promptly as practicable, and details on how to participate will be issued by press release, posted on our website, and filed with the SEC as additional proxy materials.

We are pleased to this year again take advantage of the Securities and Exchange Commission (the “SEC”) rule allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that thise-proxy process expedites stockholders’ receipt of proxy materials, saves us the cost of printing and mailing these materials, and reduces the environmental impact of our annual meeting by conserving natural resources.

Stockholders of record as of the close of business on March 9, 202015, 2021 are entitled to notice of, and to vote at, the annual meeting and any postponement or adjournment thereof. Whether or not you expect to be present,participate in our annual meeting, please vote your shares via the Internet by following the instructions in this proxy statement. Of course, ifIf you received a paper copy of this proxy statement you may also vote by signing, dating, and returning the enclosed proxy card in the enclosedpre-addressed envelope. No postage is required if mailed in the United States.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON MAY 7, 202012, 2021

The proxy statement and annual report to stockholders and the means to vote via the Internet are available atwww.ttm.com/stockholdersmeeting.Your Vote is Important — Please vote as promptly as possible by using the Internet or by signing, dating, and returning the proxy card if you received a paper copy of this proxy statement.

All stockholders are invited to attend the annual meeting in person.meeting. Stockholders who vote their proxy online or by executing a proxy card may nevertheless attend the meeting, revoke their proxy, and vote their shares in person.at the meeting.

TABLE OF CONTENTS

TTM TECHNOLOGIES, INC.

20202021 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

This proxy statement contains information related to our annual meeting of stockholders to be held on Thursday,Wednesday May 7, 2020,12, 2021, beginning at 8:30 a.m., local time, at our corporate offices located at 200 East Sandpointe, Suite 400, Santa Ana, CA 92707,Pacific Time, via video conference, and at any adjournments or postponements of the meeting. The purpose of this proxy statement is to solicit proxies from the holders of our common stock for use at the meeting. On or about March 27, 2020,April 2, 2021, we began mailing a notice containing instructions on how to access this proxy statement and our annual report via the Internet, and we began mailing a full set of the proxy materials to stockholders who had previously requested delivery of the materials in paper form. For information on how to vote your shares, see the instructions included on the proxy card and under “How to Vote” below.

General Information

ABOUT THE MEETING

Matters To Be Considered At The Meeting

The matters to be considered and voted upon at the Meetingmeeting will be:

Voting Recommendations Of The Board

Each of the recommendations of our boardBoard of directorsDirectors is set forth together with the description of each item in this proxy statement. In summary, our boardBoard of directorsDirectors recommends a vote (1) “FOR” the election of each of its threetwo nominees for class IIIII directors; (2)“FOR” approval of the amendment to the TTM Technologies, Inc. 2014 Incentive Compensation Plan; (3) “FOR” approval on an advisory, non-binding basis, of the compensation of our named executive officers; (4) in favor of an advisory vote on the compensation of our named executive officers every year; and (5)(3) “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2020.January 3, 2022. If you sign and return your proxy card but do not specify how you want your shares voted, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of our boardBoard of directors.Directors.

Our boardBoard of directorsDirectors does not know of any other matters that may be brought before the meeting nor does it foresee or have reason to believe that the proxy holders will have to vote for a substitute or alternate board nominee for director. In the event that any other matter should properly come before the meeting or any nominee for director is not available for election, the proxy holders will vote as recommended by the boardBoard of directorsDirectors or, if no recommendation is given, in accordance with their best judgment.

How To Vote

Stockholder of Record.If you are the stockholder of record (that is, the shares are held in your name), you may vote your proxy in one of threetwo convenient ways:

Via the Internet:Go towww.ttm.com/stockholdersmeeting and follow the instructions. You will need the11-digit control number that appears on your proxy card included with this proxy statement. This method of voting will be available starting March 27, 2020April 2, 2021, and through 11:59 p.m., Eastern Time, on May 6, 2020.11, 2021.

By mail:If you wish to vote by traditional proxy card and did not receive one along with this proxy statement, you can receive a full set of materials at no charge through the Internet atwww.ttm.com/stockholdersmeeting, by telephone at(888) 776-9962, or by sending ane-mail to info@amstock.com (the subject line of youre-mail should contain the11-digit control number that appears in the Notice Regarding the Availability of Proxy Materials you received). If you vote by traditional proxy card, mark your selections on the proxy card, date the card, and sign your name exactly as it appears on the card, then mail it in the postage-paid envelope enclosed with the materials. You should mail the proxy card in plenty of time to allow delivery to our transfer agent prior to the meeting.

In Person:If you are attending the meeting, you may deliver your completed proxy card in person.

Street Name Shares.If you hold shares through a bank, broker or other institution, you will receive material from that firm explaining how to vote.

How To Change Or Revoke Your Vote

You may change your vote at any time before the vote at the Meeting. If you are a stockholder of record, you may revoke your proxy and change your vote at any time before the annual meeting by submitting to our corporate secretary at our corporate offices a notice of revocation or a duly executed proxy bearing a later date (or by subsequently voting via the Internet). by the deadline noted above. Participation in the meeting will not itself revoke a previously granted proxy.

If you hold your shares in street name, you may change your vote any time before the annual meeting by submitting new voting instructions to your bank, broker or other holder of record by following the instructions they provided. The powers of the proxy holders will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

What To Do If You Received More Than One Notice

This means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please either vote each account over the internet, or sign and return by mail all proxy cards. We encourage you to register all of your shares in the same name and address by contacting the Shareholder Services Department at our transfer agent, American Stock Transfer & Trust Company, at(800) 937-5449. If you hold your shares through an account with a bank or broker, you should contact your bank or broker and request consolidation of your accounts.

Meeting Admission

All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting. Please note that if you hold shares in “street name” (that is, through a bank, broker or other holder of record), you will need to bringhave a copy of a brokerage statement to present to the operator reflecting your stock ownership as of the record date.

Meeting Quorum

The presence at the meeting in person or by proxy, of the holders of a majority of all of the shares of common stock outstandingentitled to vote at the meeting on the record date will constitute a quorum, permitting the conduct of business at the meeting. As of the

Required Vote

Proposal One — Election of Directors.    Assuming that a quorum is present, the threetwo persons receiving the largest number of “for” votes of our common stock present in person or by proxy at the meeting and entitled to vote (a plurality) will be elected as directors. Stockholders do not have the right to cumulate their votes for directors.

Proposal Two — Approval of Amendment to the 2014 Incentive Compensation Plan.    The affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote will be required to approve a proposed amendment to the TTM Technologies, Inc. 2014 Incentive Compensation Plan (the “2014 Plan”) to increase the number of authorized shares that can be awarded under the 2014 Plan by 5,500,000 shares.

Proposal Three — Advisory Vote on Named Executive Officer Compensation.The affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote will be required for approval of the advisory vote of the compensation of our named executive officers. Because this vote is advisory, it will not be binding upon our boardBoard of directors.Directors. However, the compensation committee and our boardBoard of directorsDirectors will take into account the outcome of the vote when considering future executive compensation arrangements.

Proposal Four — Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation.    The option of one year, two years or three years that receives the highest number of votes cast will be the frequency of future advisory votes on the compensation of our named executive officers. Because this vote is advisory, it will not be binding upon our board of directors. However, the compensation committee of the board of directors will take into account the outcome of the vote when considering the frequency of future advisory votes on named executive officer compensation.

Proposal FiveThree — Ratification of the Appointment of Independent Registered Public Accounting Firm.    The affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote will be required to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2020.January 3, 2022.

Other Matters.    For each other matter, the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote will be required for approval.

BrokerNon-Votes And Abstentions

If you do not provide your broker or other nominee with instructions on how to vote your street name shares, your broker or nominee will not be permitted to vote them on“non-routine” matters (a brokernon-vote).

Proposals One Two, Three and FourTwo are considerednon-routine matters under applicable rules. Please note that brokers may not vote your shares on these proposals in the absence of your specific instructions as to how to vote. We encourage you to provide instructions to your broker regarding the voting of your shares.

Shares subject to a brokernon-vote will not be considered entitled to vote with respect to Proposals One Two, Three and Four,Two and will not affect their outcome.

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2020January 3, 2022 (Proposal Five)Three) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no brokernon-votes are expected to exist in connection with Proposal Five.Three. If a brokernon-vote did exist with respect to Proposal Five,Three, it would have the effect of a vote against such proposal.

PROPOSAL ONE – ELECTION OF DIRECTORS

Directors and Nominees

Our boardBoard of directorsDirectors is currently comprised of tennine directors. Our boardBoard of directorsDirectors is divided into three classes with each class of directors serving for a three-year term or until successors of directors serving in that class have been elected and qualified. Each director elected at the 20202021 annual meeting will serve for a term expiring at the 20232024 annual meeting or until his or her successor has been duly elected and qualified. At this annual meeting, our stockholders will be asked to elect threetwo class IIIII directors.

Our boardBoard of directorsDirectors has nominated John G. Mayer and Rex D. Geveden as class III directors. Messrs. Mayer and Geveden currently serve as class III directors. Messrs. Mayer and Geveden will stand for re-election at the annual meeting and our current Chairman, Mr. Robert E. Klatell, who also currently serves as a class III director, will not stand for re-election as a result of Mr. Klatell’s retirement at the age of 75 pursuant to the directors’ retirement policy established by the Company several years ago. Consequently, Mr. Klatell will retire from the Board of Directors when his term ends as of the 2021 annual meeting. The Board of Directors has determined that if Mr. Geveden is re-elected at the 2021 annual meeting, immediately upon the retirement of Mr. Klatell, the Board of Directors will appoint Mr. Geveden to take the position of Chairman of the Board.

Kenton K. Alder, Julie S. England and Philip G. Franklin as class II directors. Messrs. Alder and Franklin and Ms. England currently serve as class II directors, and will stand forre-election at the annual meeting.

Rex D. Geveden, Robert E. Klatell and John G. Mayer serve as class III directors and their terms will expire at the annual meeting of stockholders in 2021, and2023. Thomas T. Edman, Chantel E. Lenard, Tang Chung Yen (Tom Tang) and Dov S. Zakheim serves as class I directors and their terms will expire at the annual meeting of stockholders in 2022. Tang Chung Yen (Tom Tang) has submitted his resignation from the Board effective May 9, 2020.

Pursuant to the terms of the Special Security Agreement that the Company has entered into with the United States Defense Security Service, the Company’s boardBoard of directorsDirectors must maintain a Government Security Committee which is to be comprised of at least three (3) independent directors that are eligible to access secret, classified information, as designated by the United States Government. As a natural mechanism to ensure continuity of its boardBoard of directorsDirectors and to maintain adherence with the Special Security Agreement, TTM has continued the practice of providing for staggered elections of three classes of board members to serve three year terms, such that the boardBoard of directorsDirectors is assured to maintain at least six sitting members after each annual meeting of stockholders, of which at least three such members are cleared by the United States Government to receive secret, classified information.

Our boardBoard of directorsDirectors has no reason to believe that any of its nominees will refuse or be unable to accept election. However, if any nominee is unable to accept election or if any other unforeseen contingencies should arise, our boardBoard of directorsDirectors may designate a substitute nominee. If our boardBoard of directorsDirectors designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by our boardBoard of directors.Directors.

Our boardBoard of directorsDirectors recommends a vote “FOR” the nominees for Class IIIII directors.

The following table, together with the accompanying text, sets forth certain information with respect to each of our directors and director nominees:nominees as of the date of this Proxy Statement:

Robert E. Klatell has served as a director of our Company since September 2004 and our chairman of the board since May 2005. Mr. Klatell is presently retired. From September 2009 to the sale of The PBSJ Corporation in October 2010,

Mr. Klatell served as a director of The PBSJ Corporation and a member of its compensation committee, its audit committee and its strategic finance committee. From 2003 to 2009, Mr. Klatell served as a director of Datascope Corp., a medical device company that develops, manufactures, and markets proprietary products for clinical health care markets. From December 2005 to December 2007, Mr. Klatell served as Chief Executive Officer and a director of Kofax plc, which provides information capture and communications solutions. From 2003 to 2006, Mr. Klatell served as a director of Mediagrif Interactive Technologies, an operator ofe-business networks and provider ofe-business solutions. Mr. Klatell served as a consultant to Arrow Electronics, Inc. from January 2004 to December 2004. Mr. Klatell served in various executive capacities and as a member of the board of directors of Arrow Electronics, Inc. from February 1976 to December 2003, most recently as Executive Vice President from July 1995 to December 2003. Mr. Klatell holds a Bachelor of Arts degree in History from Williams College and a Juris Doctor from New York University School of Law.

Our board of directors has determined that Mr. Klatell is an independent director. Mr. Klatell was nominated to the board of directors because of his extensive experience with operations management and his knowledge of corporate governance and global mergers and acquisitions. Mr. Klatell’s membership with the National Association of Corporate Directors (“NACD”) provides him withup-to-date information on corporate governance best practices and the tools necessary to bring leadership to our board of directors. As a result of Mr. Klatell’s significant involvement in director professionalism education, Mr. Klatell has been designated an NACD Governance Fellow by the National Association of Corporate Directors. Further, Mr. Klatell’s deep knowledge of the electronics industry and direct experience in the communications industry allows him to contribute a broad perspective to discussions about our future activities and our place in the current competitive landscape.

Kenton K. Alder has served as a director since March 1999. Mr. Alder also served as our President from March 1999 to January 2013 and as our Chief Executive Officer from our founding in 1998 through December 2013. Mr. Alder served on a part-time basis as a consultant and advisor to Mr. Edman for one year commencing on January 1, 2014 through December, 2014 and provided counsel on strategy, attended certain meetings, and was involved in special projects. From January 1997 to July 1998, Mr. Alder served as Vice President of Tyco Printed Circuit Group, Inc., a printed circuit board (PCB)(“PCB”) manufacturer. Prior to that time, Mr. Alder served as President and Chief Executive Officer of ElectroStar, Inc., previously a publicly held PCB manufacturing company, from December 1994 to December 1996. From January 1987 to November 1994, Mr. Alder served as President of Lundahl Astro Circuits Inc., a predecessor company to ElectroStar, Inc. Mr. Alder also serves as the chairmanChairman of the boardBoard of directorsDirectors and as chairman of the compensation committee of Juniper Systems, Inc. and as the Vice Chairman of the boardBoard of directorsDirectors of Inovar, Inc. In addition, Mr. Alder is a member of the boardBoard of directorsDirectors of Campbell Scientific, Inc. and is a member of its audit committee. Mr. Alder serves as the vice chairman, chairman of the audit committee and a member of the executive committee of Utah State University. Mr. Alder serves as a member of the boardBoard of directorsDirectors of Honeyville, Inc., a manufacturer of food ingredients. Mr. Alder holds a Bachelor of Science degree in Finance and a Bachelor of Science degree in Accounting from Utah State University.

Our boardBoard of directorsDirectors has determined that Mr. Alder is an independent director. Mr. Alder was nominated to the boardBoard of directorsDirectors because of his past experience as our chief executive officer, which enables him to provide the board with insight based on his extensive knowledge about the Company and because of his significant operational expertise.

Thomas T. Edmanhas served as a director of our Company since September 2004, as President of our Company since January 2013, and as our Chief Executive Officer since January 2014. From early 2011 to December 2012, Mr. Edman served as Group Vice President and General Manager of the AKT Display Business Group, which is a division of Applied Materials Inc., a publicly held provider of nanomanufacturing technology solutions. From 2006 to 2011, Mr. Edman served as Corporate Vice President of Corporate Business Development of Applied Materials, Inc. Prior to that, Mr. Edman served as President and Chief Executive Officer of Applied Films Corporation from May 1998 until Applied Materials, Inc. acquired Applied Films Corporation in July 2006. From June 1996 until May 1998, Mr. Edman served as Chief Operating Officer and Executive Vice President of Applied Films Corporation. From 1993 until joining Applied Films, Mr. Edman served as General Manager of the High Performance Materials Division of Marubeni Specialty Chemicals, Inc., a subsidiary of a major Japanese trading corporation. Since June 2015, Mr. Edman has served on the Board of Ultra Clean Holdings, Inc. (NASDAQ: UCTT) and is presently chairman of the compensation committee and a member of the audit committee. Since March 2016, Mr. Edman has served on the Board of the IPC, an electronic industries association and is currently serving on its executive committee as Treasurer. Mr. Edman holds a Bachelor of Arts degree in East Asian studies (Japan) from Yale University and a Master’s degree in Business Administration from The Wharton School at the University of Pennsylvania.

Ms. England is an independent director. Ms. England was nominated to the boardBoard of directorsDirectors because of her extensive background in the technology industry and her experience serving on the boards of both private and public companies in the USA and Europe and to provide the Company with insight as she serves on our board. As a result of Ms. England’s significant involvement in director professionalism education, Ms. England has been designated ana NACD Governance Fellow by the National Association of Corporate Directors.

Philip G. Franklin has served as a director of our Company since November 2010. Mr. Franklin is presently retired. From 1998-2016, Mr. Franklin served in various capacities with Littelfuse, Inc. (NASDAQ: LFUS), a designer, manufacturer, and seller of circuit protection devices for use in electronics, automotive and electrical markets, most recently as Executive Vice President and Chief Financial Officer. Prior to joining Littelfuse, Inc., Mr. Franklin was Vice President and Chief Financial Officer for OmniQuip International, a construction equipment manufacturer, which he helped take public. Prior to that, Mr. Franklin served as Chief Financial Officer of Monarch Marking Systems and Hill Refrigeration. Mr. Franklin also serves asnon-executive chairmanChairman of the boardBoard of directorsDirectors of Tribune Publishing Co. (NASDAQ:TPCO). Mr. Franklin holds a Bachelor’s degree in Economics from Dartmouth College and a Master’s degree in Business Administration from the Amos Tuck School at Dartmouth College.

Our boardBoard of directorsDirectors has determined that Mr. Franklin is an independent director and an “audit committee financial expert” as described in applicable SEC rules. Mr. Franklin was nominated to the boardBoard of directorsDirectors because of his financial and accounting expertise, including a deep understanding of accounting principles, financial reporting rules and regulations, and knowledge of audit procedures.

Rex D. Geveden has served as a director of our Company since May 2018. The Company expects to appoint Mr. Geveden to be elected as Chairman of our Board of Directors effective after the 2021 annual meeting of stockholders upon the retirement of Mr. Klatell. Mr. Geveden currently serves as president and chief executive officer since January 1, 2017 and served as chief operating officer from October 2016 until December 2016 of BWX Technologies, Inc. (NYSE:BWXT), a nuclear industrial conglomerate headquartered in Lynchburg, VA. Previously, Mr. Geveden was executive vice president at Teledyne Technologies Incorporated, a provider of electronic subsystems and instrumentation for aerospace, defense and other uses. There heHe led two of Teledyne’s four operating segments 2013 through 2016, and concurrently served as President of Teledyne DALSA, Inc., a Teledyne subsidiary, since 2014. Mr. Geveden also served as president and chief executive officer of Teledyne Scientific and Imaging, LLC from 2011 to 2013 and President of both Teledyne Brown Engineering, Inc. and Teledyne’s Engineered Systems Segment from 2007 to 2011. Mr. Geveden is a former Associate Administrator of the National Aeronautics and Space Administration (“NASA”), where he was responsible for all technical operations within the agency’s $16 billion portfolio and served in various other positions with NASA in a career spanning 17 years. Mr. Geveden holds both a bachelor’s and master’s degrees in physics from Murray State University.

Our Board of Directors has determined that Mr. Klatell is an independent director. Mr. Klatell was nominated to the Board of Directors because of his extensive experience with operations management and his knowledge of corporate governance and global mergers and acquisitions. Mr. Klatell’s membership with the NACD provides him with up-to-date information on corporate governance best practices and the tools necessary to bring leadership to our Board of Directors. As a result of Mr. Klatell’s significant involvement in director professionalism education, Mr. Klatell has been designated an NACD Governance Fellow by the National Association of Corporate Directors. Further, Mr. Klatell’s deep knowledge of the electronics industry and direct experience in the communications industry allows him to contribute a broad perspective to discussions about our future activities and our place in the current competitive landscape.

Chantel E. Lenard has served as a director of our Company insince November 2018. Ms. Lenard presently serves as a Lecturer of Marketing in the MBA program at the University of Michigan Ross School of Business. Ms. Lenard retired from Ford Motor Company (NYSE:F) in 2017, having served as the top marketing executive for Ford in both the U.S. and Asia. From 2013 to 2017, Ms. Lenard held the position of U.S. Chief Marketing Officer, leading the organization’s pricing, promotions, media, digital marketing, product strategy, and consumer experience activities. From 2010 to 2013, Ms. Lenard was based in Shanghai, China, as Vice President of Marketing for Ford’s Asia Pacific and Africa operations, where she led the marketing activities for 11 countries across the region. In addition to her marketing roles, Ms. Lenard held a number of leadership positions in strategy, sales, finance, and purchasing during her 25 year career with Ford. Ms. Lenard currently serves as a director and member of the HR and Compensation Committee of Uni-Select, Inc. (TSX: UNS) and as a director and member of the audit and compensation committees of LSI Industries (NASDAQ: LYTS). Ms. Lenard holds a bachelor’s degree in industrial engineering from Purdue University and a master’s degree in business administration from Harvard University.

Our boardBoard of directorsDirectors has determined that Ms. Lenard is an independent director. Ms. Lenard was nominated to the boardBoard of directorsDirectors because of her extensive background in the automobile industry and her lengthy and diverse experience in international marketing.

John G. Mayer has served as a director of our Company since September 2000. Mr. Mayer is presently retired. From January 1997 to November 1999, Mr. Mayer served as Vice President of Tyco Printed Circuit Group, Inc., a PCB manufacturer. Mr. Mayer served as Chief Operating Officer of ElectroStar, Inc., previously a publicly held PCB manufacturing company, from December 1994 to December 1996. From April 1986 to November 1994, Mr. Mayer served as President of Electro-Etch Circuits, Inc., a predecessor company to ElectroStar, Inc. Mr. Mayer served on the board of trustees of the Cottonwood Gulch Foundation from 2008 to 2017. Mr. Mayer holds a Bachelor of Arts degree in History, the Arts and Letters from Yale University and a Juris Doctor from UCLA School of Law.

Our boardBoard of directorsDirectors has determined that Mr. Mayer is an independent director. Mr. Mayer was nominated to the board of directors because of his extensive experience in the PCB business and has demonstrated depth of business experience in our company’s industry, particularly in technology and operations.

Tang Chung Yen (Tom Tang) is currently a member of our board, but has submitted his resignation effective May 9, 2020. He has served as a director of our Company since April 2010. In addition, Mr. Tang previously served as a board member of TTM Technologies (Asia Pacific) Limited, one of our subsidiaries in Hong Kong. Prior to that, he was the Executive Chairman and Group Managing Director of Meadville Holdings Limited (Meadville), the business of which he joined in 1991. Mr. Tang has served as the honorary chairman and honorary founding chairman of The Hong Kong Printed Circuit Association Limited since 2005 and 2009, respectively, and is the honorary chairman of The Hong Kong Exporters’ Association since 2012. Mr. Tang is the chairman of The Hong Kong Standards and Testing Centre Limited and The Hong Kong Safety Institute Limited, a vice chairman of HK Wuxi Trade Association Limited, and an executive vice-chairman of The Federation of HK Jiangsu Community Organisations. Since 2008, Mr. Tang has been a member of both the Shanghai Committee and the Wuxi Committee of The Chinese People’s Political Consultative Conference. In 2018, he left the Shanghai Committee to become a member of the Jiangsu Committee of The Chinese People’s Political Consultative Conference. Mr. Tang holds a Master of Business Administration from New York University.

Our board has determined that because of Mr. Tang’s extensive experience with PCB operations in Asia and his business acumen, as evidenced by his senior executive role with Meadville, a company acquired by TTM, he continues to provide valuable insight to the Company’s board of directors. Mr. Tang is not an independent director based on his recent employment with the Company and his beneficial ownership of approximately 5.8% of the outstanding shares of the Company.

Dov S. Zakheim has served as a director of our Company since July 2010. Dr. Zakheim is currently a Senior Fellow at CNA, a federally funded think tank, and a Senior Advisor at the Center for Strategic and International Studies. From May 2004 to July 2010, Dr. Zakheim served as Vice President and subsequently as Senior Vice President of Booz Allen Hamilton, a global strategy and technology consulting firm, where he was a leader in the firm’s global defense practice. From May 2001 to April 2004, Dr. Zakheim was Under Secretary of Defense (Comptroller) and Chief Financial Officer for the United States

Our boardBoard of directorsDirectors has determined that Dr. Zakheim is an independent director and an “audit committee financial expert” as described in applicable SEC rules. Dr. Zakheim was nominated to the boardBoard of directorsDirectors because of his substantial financial and accounting experience acquired in the course of acting as Chief Financial Officer for the U.S. Department of Defense, his expertise and leadership skills in global defense, and his national security qualifications.

There are no family relationships among any of our directors, director nominees, or executive officers.

Information Relating to Corporate Governance and the Board of Directors

Our boardBoard of directorsDirectors has determined, after considering all the relevant facts and circumstances, that Messrs. Alder, Franklin, Geveden, Klatell, Mayer, and Mayer, Ms.Mses. England Ms.and Lenard, and Dr. Zakheim are independent directors, as “independence” is defined by the listing standards of the NASDAQ Stock Market (referred to as NASDAQ) and by the Securities and Exchange Commission (referred to as the SEC).SEC. Accordingly, a majority of the members of our boardBoard of directorsDirectors are independent. In 2017, our board of directors determined, after considering all the relevant facts and circumstances, that sufficient time had passed since Mr. Alder’s employment with the Company for him to be considered independent under NASDAQ rules. Mr. Edman is not considered to be an independent director as a result of his position as an executive officer of our Company. Mr. Tang is not considered to be an independent director as a result of his former position as an executive with Meadville and certain of its subsidiaries and his indirect holding of approximately 5.8% of our shares.

Our bylaws authorize our boardBoard of directorsDirectors to appoint its members to one or more committees, each consisting of one or more directors. Our boardBoard of directorsDirectors has established four standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee, and a government security committee. Each of our committees, with the exception of the government security committee (of which Mr. Edman is also a member), is comprised entirely of independent directors, as “independence” is defined by the listing standards of NASDAQ and by the SEC. Our boardBoard of directorsDirectors holds executive sessions followingduring allin-person board meetings at which the independent directors meet without the presence or participation of management.

Our boardBoard of directorsDirectors has adopted charters for the audit, compensation, and nominating and corporate governance committees describing the authority and responsibilities delegated to the committee by the boardBoard of directors.Directors. Our boardBoard of directorsDirectors has also adopted corporate governance guidelines, a whistle blower policy, a code of business conduct for all employees and a supplemental code of ethics for our chief executive officer and senior financial officers. We post on our website, athttps://investors.ttm.com/corporate-governance/highlights,, the charters of our audit, compensation, and nominating and corporate governance committees; our corporate governance guidelines; our whistle blower policy; our code of conduct for all employees, our code of ethics for our chief executive officer and senior financial officers, and any amendments or waivers thereto. These documents are also available in print to any stockholder requesting a copy in writing from our corporate secretary at 200 East Sandpointe, Suite 400, Santa Ana, California 92707.

Interested parties may communicate with our boardBoard of directorsDirectors or specific members of our boardBoard of directors,Directors, including the members of our various board committees, by submitting a letter addressed to the boardBoard of directorsDirectors of TTM Technologies, Inc., c/o any specified individual director or directors, at 200 East Sandpointe, Suite 400, Santa Ana, California 92707. We will forward any such letters to the indicated directors.

meet its environmental responsibilities. We report emissions, energy usage and water usage to customers and regulatory agencies. We also report our greenhouse gas emissions and water use information annually to the Carbon Disclosure Project (“CDP”). TTM conducts extensive internal monitoring and benchmarking to measure performance, establish best practices, and identify opportunities for improvement. In 2020, TTM initiated an internal sustainability goals program targeting reductions in emissions, waste, water and energy use. By early 2021, all TTM manufacturing facilities will be certified to the ISO 14001 environmental management standard, with the sole exception of our new Advanced Technology Center, opened in 2020, which is currently working towards certification. Our practices are aimed at improving environmental sustainability in the communities where we operate. In 2018, the United States Environmental Protection Agency recognized TTM for our leadership in the Agency’s 2018 Toxics Release Inventory Analysis. TTM, in association with IPC, a prominent industry trade organization, assisted in environmental and safety development and training for employers and competitors across the industry. We actively promote industry standards and best practices for environmental, health and safety. In 2020, the world was confronted with a global pandemic and the danger it poses to society. In 2020, TTM committed $3.0 million in capital and $50.5 million in other expenses for environmental safeguarding initiatives at its facilities around the globe.

Product Toxicity.    TTM’s printed circuit board products are commonplace in many electronics and allow for electronic components to interface with one another through the circuits that are created on the printed circuit board. TTM’s RF products are similar in nature to printed circuit boards but contain more microelectronic components than the bare printed circuit board as they integrate other microelectronic parts into the RF assembly and system. Generally, the finished products that we manufacture are fully contained and are not intended to release any chemical substances during normal use. We provide full material declarations upon customer request which identify the name and amount of substances used in our unpopulated printed circuit boards.

Product Quality and Safety.    TTM adheres to the highest quality standards in the industry. TTM partners with the most respected, third-party global organizations to independently review and validate our quality, safety and manufacturing processes. In addition, TTM adheres to specific environmental guidelines as directed by RoHS and REACH. Below is a listing of some of the most significant third-party quality certifications we carry in our facilities:

Data Security and Privacy.    TTM has invested in robust data security and privacy protections due to our relationships with our U.S. Government partners, and the requirements that they have placed on us in these critical areas. TTM follows industry-standard recommendations for data security such as those outlined in the NIST SP 800-171 and Cybersecurity Maturity Model Certification frameworks. TTM has developed detailed Cybersecurity policies and procedures, including a data classification system to ensure protection of critical data. In addition to periodic internal review, TTM also employs external auditors and cybersecurity testing firms to review our cybersecurity posture. TTM maintains a CIRT, or Cybersecurity Incident Response Team, and conducts periodic tests with this team to maintain readiness and resiliency.

Social. – Diversity, Equity and Inclusion (DEI).    Recognizing and respecting our global presence, we strive to maintain a diverse and inclusive workforce that reflects the communities that we serve. As part of our efforts, in 2020, TTM established a dedicated DEI Council for its North American workforce. The DEI Council works collaboratively across the organization to drive our DEI strategy and support key initiatives focused on continuing to cultivate university partnerships to further shape our early career talent pipeline. Our US workforce is approximately 50% ethnically diverse and comprised of nearly 40% females. We are committed to having a diverse talent pipeline and have trained our talent acquisition team and human resources personnel in diversity sourcing strategies. TTM has memberships with external partner organizations to attract diverse talent. Our targeted outreach to our internship program has yielded over 50% diversity hires. Our sites

actively participate in campus hiring and job fairs throughout the year, supporting various events within each region and driving recruitment campaigns that leverage our social media platforms; this is in addition to specific campaigns dedicated to diversity and veteran hiring. We have also expanded and continue to develop our existing policies and training against harassment and bullying and recently the elimination of bias in the workplace. TTM is committed to ensuring an inclusive work environment where all employees are respected and feel comfortable expressing their authentic selves at work. In addition, TTM is committed to providing a safe and rewarding work place for all our employees with fair compensation and benefits and opportunities for advancement. Compensation decisions are based on individual merit and display of competence and skill, as well as a comparison to the pay of others in similar roles of similar skills. TTM routinely produces reports to verify that it is adhering to its internal employment policies, as well as to all federal, state and local laws.

Commitment to Values and Ethics.    The foundation of TTM’s strategic vision is our corporate culture and its way of doing business with integrity, teamwork, clear communication, and performance excellence. We demonstrate the importance we place on these values through our goal setting and performance management process as well as providing ethics training to employees every year.

Along with the TTM Values and our Leadership Principles, we discuss and act in accordance with, and provide annual training for, our Code of Conduct, which outlines our expectations and provides guidance for all employees. Our Code of Conduct includes topics such as anti-corruption, discrimination, harassment, privacy, appropriate use of company assets, protecting confidential information, and reporting Code of Conduct violations. Our Code of Conduct reinforces the importance of fostering an open, welcoming environment in which all employees have a voice and a confidential outlet to raise concerns regarding potential violations.

Our commitment to our communities is demonstrated through our volunteer efforts, charitable donations, and sponsorships. Our facilities in the communities that they reside each choose local charitable organizations to affiliate with that best reflect the Company’s values. Some examples of the charities that our facilities contribute to locally are: Second Harvest Food Bank, Toys for Tots, United Way, Ronald McDonald House, and Habitat for Humanity.

In addition, the Company maintains high standards for all employees worldwide which include reasonable work hours and time off, no child labor, no forced labor, equal opportunity employment, and a professional work environment that does not tolerate any form of harassment or discrimination. The Company and its employees strive to achieve and maintain a positive work environment. In addition, the Company emphasizes health and wellness programs targeted to educate employees on healthy lifestyles and promote fitness plans. We review employee turnover rates paying particular attention to supervisor and technical retention. We believe the emphasis we place on selecting, training and coaching supervisors positively impacts their ability to lead people. Our leadership principles of communications, collaboration and career development are designed to improve the employee experience and strengthen working relationships. Through internal surveys, it is clear our employees value their relationships with their supervisors, career opportunities and the corporate culture.

Employee Health & Safety.    TTM moved quickly at the onset of the COVID-19 pandemic to ensure a safe environment for our employees by activating our global pandemic response plan. Applying early lessons learned from our Asia teams helped shape and guide our progressive safety protocols for the remainder of the Company. Our regional leadership teams, with guidance from corporate, developed and implemented safeguards consisting of policies, procedures, and lessons learned reports covering: COVID-19 symptom awareness, effective hygiene practices, travel restrictions, visitor vetting and screening, social distancing, face covering expectations, temperature and health screening, work-from-home requirements, enhanced workplace cleaning, and large-scale decontamination. Notable achievements from 2020 include:

Management Policies and Systems and Communication.    How we manage and communicate to our employee base is essential in delivering against our strategy. At TTM, a key differentiator is our culture, which has been shaped through considerable thought and energy. Our culture has served us well as we integrate acquired companies and optimize our organizational structures and teams to better serve our customers. The following elements underpin our culture:

In 2020, we pivoted to a virtual platform to hold our town hall sessions, change agent network meetings, and quarterly business updates with management teams. Our change agent network was created to improve communications from the factory and office floor up to the senior management team. We select several employees within each site who are respected, influential and representative of the employee base to serve as change agents. This network discusses and then communicates the key initiatives within the sites in addition to raising employee concerns. Additionally, these teams prioritize site initiatives around community activities, site improvement projects, recognition programs, and new communication methods.

Talent Development & Acquisition.    Talent development is a collective and continuous effort of all of our people managers. We engage in regular talent reviews to calibrate on performance and potential development gaps and progress, and evaluate the depth and strength of our integrated succession plans. Our approach to learning is a continuous one, regardless of experience level or tenure. We extend leadership development programs with individually tailored development plans anchored in dedicated coaching and separate internal mentors. Additionally, we extend competency-based training, sponsor job rotations, and form project teams comprised of emerging talents. In 2020, we expanded our online learning platforms, offerings, and tools, as we continued our effort to build a global learning management system. While we primarily develop internal talent for expanded roles, we have curated an annual summer technical internship program most recently focused on robotics and automation. Coupled with co-op programs in some locations, this technical talent pipeline feeds our succession planning efforts. We provide tuition reimbursement and assistance, as well as a monthly stipend to engineers to pay down student debt.

Ethical Sourcing and Supply Chain Standards.    TTM’s supply chain management urges its suppliers to maintain the values of TTM in its sourcing from responsible suppliers to meet the needs of TTM’s customers. TTM requires that all suppliers engage in ethical business practices, institute standards and policies to follow those practices, and actively works with suppliers in a shared commitment to meet our customers’ requirements. Our suppliers are required to follow terms of confidentiality with respect to intellectual property rights of not only TTM, but also those of other third parties. TTM maintains a robust conflict minerals program, with an emphasis on compliance with the Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and to source conflict minerals in compliance with such law. Suppliers are required to adhere to the values and principals of TTM’s Code of Conduct, which establishes our expectations for suppliers in the areas of labor and human rights, environment, health and safety, ethics and management systems. At least annually, each supplier is reminded of the need to avoid the acceptance of improper gifts as well as their need for absolute compliance with the Code of Conduct and its key values of Integrity, Responsibility and Honesty. In addition, with each purchase of materials or goods, suppliers are required to comply with all applicable laws and regulations, including but

not limited to the Foreign Corrupt Practices Act, in order to prevent fraud, bribery or corruption, and a hotline is used to allow anyone to report a potential violation. TTM also specifically prohibits child labor, forced labor (including slavery and human trafficking), unfair wages and working hours, discrimination and denying freedom of association for itself as well as its supply chain. Finally, TTM actively takes into account steps for itself as well as its suppliers to minimize any negative impact on the environment, seek to reduce waste and hazardous materials, and ensure compliance with all applicable regulations and laws.

Overall, TTM takes a holistic approach with its suppliers to ensure a supply chain that is ethical, abides by basic human rights, takes environmental obligations seriously, and maintains the health and welfare of its workforce. This policy is intended to ensure that TTM sources products in an ethical and consistent manner, while supporting suppliers in their objectives to improve their social and environmental practices.

Corporate Governance.    A key component of our success is a strong foundation of Corporate Governance practices and policies that promote transparency, accountability and engagement exemplified by our Board of Directors. We maintain our Corporate Governance Guidelines to provide direction to our Board of Directors and Senior Management on topics such as board member qualifications, the evaluation process for the CEO and board members and reporting conflicts of interest. In addition to the Guidelines and the strong governance practices that we employ that are described throughout this Proxy Statement, TTM also maintains a Code of Ethics for the CEO and Senior Financial Officers. Further, each committee of the Board of Directors and Senior Management on topics such as Board member qualifications, the evaluation process for the CEO and Board members and reporting conflicts of interest. In addition to the Guidelines, TTM also maintains a Code of Ethics for the CEO and Senior Financial Officers. In addition, each committee of the board of directors has a charter. All of these documents are available on TTM’s website at https://investors.ttm.com/corporate-governance/highlights.

Meetings of the Board of Directors

Our boardBoard of directorsDirectors held eightseven meetings (regular and special) during 2019.2020. All of our directors attended more than 75% of the aggregate of (i) the total number of meetings of the boardBoard of directorsDirectors held during 2019,2020, and (ii) the total number of meetings held by all committees of our boardBoard of directorsDirectors on which such person served during 2019.2020. We have adopted a policy encouraging each of our directors to attend each annual meeting of stockholders and, to the extent reasonably practicable, we regularly schedule a meeting of the boardBoard of directorsDirectors on the same day as the annual meeting of stockholders. All of our directors attended the 20192020 annual meeting of stockholders.

Committees of the Board of Directors

After the 2021 annual meeting of stockholders, the composition of our board will change. With the retirement of Mr. Klatell, the number of directors serving on our Board of Directors will reduce from nine to eight. Our Board of Directors has determined that if Mr. Geveden is re-elected at the 2021 annual meeting, immediately upon the retirement of Mr. Klatell, the Board of Directors will appoint Mr. Geveden to take the position as Chairman of the Board of Directors. Further, our Board of Directors will change the membership of the committees of the Board of Directors after the annual meeting to replace Mr. Klatell on the committees that he currently serves.

Committees of the Board of Directors

The members and nominees of the Board and the committees of the Board on which they serve asAs of the date of this Proxy Statement, the members and nominees of our Board of Directors and the committees of our Board of Directors on which they serve, are identified below:

Audit Committee.    Our audit committee reviewsAudit Committee provides assistance to the Company’s Board of Directors in fulfilling its responsibility to shareholders, the investment community and monitors our corporategovernmental agencies that regulate the activities of the Company with respect to oversight of: (i) the integrity of the Company’s accounting and financial reporting process, financial statements and our external audit, including, among other things, ourfinancial statement audits; (ii) the Company’s compliance with legal and regulatory requirements; (iii).the independent auditor’s qualifications, independence and performance; (iv) the performance of the Company’s internal audit function; and (v) the performance of the Company’s internal accounting controls, disclosure controls and procedures, and internal control functions, the results and scope of the annual audit, and other services provided by our independent registered public accounting firm and our compliance with legal requirements that have a significant impact on ourover financial reports.reporting. Our audit committee alsoactively consults with our management and our independent registered public accounting firm regarding the preparation of financial statements and, as appropriate, initiates inquiries into aspects of our financial affairs. In addition, our audit committee has the responsibility to consider and recommend the appointment of, and topre-approve services provided by, and fee arrangements with, our independent registered public accounting firm. The current members of our audit committee are Ms. England, Mr. Franklin (chairman), and Dr. Zakheim, each of whom is an independent director under NASDAQ listing standards as well as under SEC rules. The boardBoard of directorsDirectors has determined that each of Mr. Franklin and Dr. Zakheim is “financially sophisticated” under NASDAQ rules and qualifies as an “audit committee financial expert” in accordance with applicable rules and regulations of the SEC. Our audit committee held four meetings during 2019.2020.

Our audit committee has a written charter that delineates its responsibilities, a full copy of which is posted on our website at www.ttm.com.https://investors.ttm.com/corporate-governance/highlights.

Compensation Committee.    Our compensation committee provides a general review of our employee compensation and benefit plans to ensure that they meet our corporate objectives. The compensation committee reviews and determines, or recommends to our boardBoard of directors,Directors, the compensation of our chief executive officer and all other individuals designated by our boardBoard of directorsDirectors as executive officers of our Company. In addition, our compensation committee reviews and approves our corporate goals and objectives relevant to the compensation for our chief executive officer and other executive officers, including annual performance objectives, and evaluates the performance of our chief executive officer and other executive officers in light of these goals and objectives. The compensation committee reviews and makes recommendations to our boardBoard of directorsDirectors with respect to, or approves, our incentive compensation plans and equity-based plans, and activities relating to those plans. The compensation committee also establishes and periodically reviews policies in the area of perquisites for executive officers. The compensation committee may, from time to time, delegate any or all of its responsibilities to a subcommittee.

In discharging its responsibilities, our compensation committee is empowered to investigate any matter of concern that it deems appropriate and has the sole authority, without seeking approval from the entire boardBoard of directors,Directors, to retain outside consultants for this purpose, including the authority to approve any terms of retention. Additional information regarding the role of compensation consultants and executive officers in assisting our compensation committee in

regarding the role of compensation consultants and executive officers in assisting our compensation committee in determining the amount or form of executive compensation may be found in “Compensation Discussion and Analysis” below. The current members of our compensation committee are Messrs. KlatellGeveden (chairman) and GevedenKlatell and Ms. Lenard, each of whom is an independent director under NASDAQ listing standards as well as under SEC rules. The compensation committee held eightseven meetings during 2019.2020.

Our compensation committee has a written charter that delineates its responsibilities, a full copy of which is posted on our website atwww.ttm.com. https://investors.ttm.com/corporate-governance/highlights.

Compensation Consultant and its Affiliates.    Mercer, LLC (“Mercer”) was retained by our compensation committee to provide an independent review of the Company’s board and executive compensation programs, including an analysis of the competitive market for 2019.2020. Our compensation committee assessed the independence of Mercer pursuant to SEC and NASDAQ rules and concluded that Mercer is independent and that the work of Mercer has not raised any conflict of interest. For further discussion of the work conducted by Mercer as our compensation consultant, see “Compensation Discussion and Analysis – Role of the Compensation Committee.”

Nominating and Corporate Governance Committee.    The nominating and corporate governance committee oversees the selection and composition of our boardBoard of directorsDirectors and oversees the management continuity planning processes. It establishes, monitors, and recommends the purpose, structure, and operations of the various committees of our boardBoard of directors,Directors, the criteria and qualifications for membership of each board committee, and recommends whether rotations or term limits are appropriate for the chair or committee members of the various committees. In addition, the nominating and corporate governance committee recommends individuals to stand for election as directors and recommends directors to serve on each committee as a member or as chair of the committee. The nominating and corporate governance committee reviews director compensation and recommends changes in director compensation to our boardBoard of directorsDirectors with the support of our compensation consultants, Mercer. The nominating and corporate governance committee reviews and makes recommendations regarding our governing documents (including our certificate of incorporation and bylaws) and our corporate governance principles. The nominating and corporate governance committee is also responsible for considering policies relating to the meetings of our boardBoard of directorsDirectors and considers questions of independence and possible conflicts of interest of members of our boardBoard of directorsDirectors and executive officers. Finally, the nominating and corporate governance committee oversees the evaluation of our boardBoard of directorsDirectors and management.

The nominating and corporate governance committee will consider persons recommended by stockholders for inclusion as nominees for election to our boardBoard of directorsDirectors if the information required by our bylaws is submitted in writing in a timely manner and addressed and delivered to our Company’s secretary at 200 East Sandpointe, Suite 400, Santa Ana, California 92707. A stockholder who intends to recommend a nominee to our boardBoard of directorsDirectors must provide (a) all information relating to the individual subject to the nomination that is required to be disclosed in opposition proxy statements for election of directors filed by stockholders, at their own expense, in a contested election, or as otherwise required under Regulation 14A under the Securities Exchange Act of 1934, as amended (referred to as the Exchange Act), and (b) the individual’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected. The stockholder making the nomination must also provide the information required by our bylaws relating to such stockholder, including information pertaining to ownership of our capital stock, and must make certain representations relating to voting intent and delivery of proxies. The stockholder’s nominee must also deliver to our secretary a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made. The questionnaire is available from our secretary upon written request and upon the requesting person’s providing certain written representations required by our bylaws.

The nominating and corporate governance committee identifies and evaluates nominees for our boardBoard of directors,Directors, including nominees recommended by stockholders, based on numerous factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the nominee would fill a present need on our boardBoard of directors.Directors. The nominating and corporate governance committee evaluates nominees for director in the same manner, regardless of whether the nominee is recommended by a stockholder or other person or entity.

In making its selection of director candidates, our nominating and corporate governance committee bears in mind that the foremost responsibility of a director is to represent the interests of our stockholders as a whole. Directors are

Our Board of Directors currently has eight independent members and one non-independent member, specifically Mr. Edman, our president and chief executive officer. After the retirement of Mr. Klatell on May 12^th, 2021, our board will have seven independent directors and one non-independent member. A number of our independent board members are currently serving or have served as members of senior management of other public companies or governmental agencies and have served as directors of other public companies. We believe that the number of independent, experienced directors that make up our board, along with the independent oversight of the boardBoard of directorsDirectors by anon-executive chairman, benefits our Company and our stockholders.

The special security agreement to which we are a party establishes certain criteria for the qualifications of our directors and the composition of our boardBoard of directors,Directors, and also requires that a certain number of directors have strong national security qualifications, have no prior relationship with certain “affiliates” described in the special security agreement, and be U.S. citizens holding or eligible to hold personnel security clearances. Our current boardBoard of directorsDirectors meets the composition criteria and our board has determined to maintain a classified Board of Directors partly because it is critical that we meet this important criteria.

We believe that we have a strong corporate governance structure that ensures independent discussion among, evaluation of, and communication with and access to, senior management. With the exception of our government security committee of which Mr. Edman is a member, all of our board committees are composed solely of independent directors, which provide independent oversight of management. Also, our corporate governance guidelines provide that our independent directors will meet in executive session not less frequently than quarterly.

Risk Management and Oversight Process

Process.    While our management is primarily responsible for managing risk, our boardBoard of directorsDirectors and each of its committees play a role in overseeing our risk management practices. Our full boardBoard of directorsDirectors is ultimately responsible for risk oversight, and it discharges this responsibility by, among other things, receiving regular reports from our management concerning our business and the material risks that our Company faces. Our boardBoard of directorsDirectors annually reviews key enterprise risks identified by management, such as financial, reputational, safety and security, cyber security, social responsibility, environmental and compliance risks, and it monitors key risks through reports and discussions regarding key risk areas at meetings of our boardBoard of directorsDirectors and in committee meetings. Our boardBoard of directorsDirectors also focuses on specific strategic and emerging risks in periodic strategy reviews. Our boardBoard of directorsDirectors annually reviews and approves our corporate strategy and goals and our capital budgets, and in connection with that review, it considers risks associated with our Company.

Our boardBoard of directorsDirectors allocates responsibility for overseeing risk management for our Company among the full board and each of its committees. Specifically, the full board oversees significant risks primarily relating to operations, strategy, and finance, environmental, health and cyber security and safety matters, liability insurance programs, and compliance with environmental legal and regulatory and social responsibility requirements. In addition, each of our committees considers risks within its area of responsibilities, as follows:

Through the activities of our audit, compensation, nominating and corporate governance, and government security committees, as well as the full boardBoard of directors’Directors’ interactions with management concerning our business and the material risks that may impact our Company, the boardBoard of directorsDirectors and each respective committee is able to monitor our risk management process and offer critical insights to our management.

Our Insider Trading Policy prohibits the ability of our employees generally to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities. Our officers and directors are also further prohibited from engaging in these types of hedging transactions. See “Director Compensation –Stock Ownership, Hedging and Pledging Policies” and “Compensation Discussion and Analysis – Compensation Overview – Alignment of Compensation and Performance – Compensation Practices.”

Related Person Transaction Policies and Procedures

Procedures.    It is the responsibility of our full boardBoard of directorsDirectors and our audit committee to review and approve related party transactions. It is our management’s responsibility to bring such related party transactions to the attention of our boardBoard of directorsDirectors and members of our audit committee. From time to time, our nominating and corporate governance committee, in accordance with its charter, will also review potential conflict of interest transactions involving members of our boardBoard of directorsDirectors and our executive officers. In accordance with our corporate governance guidelines, any monetary engagement (other than director or employee compensation or transactions which would not require disclosure under Item 404 of RegulationS-K) (a) between a director (including any entity of which the director is a director or executive officer and any member of a director’s family as defined in NASDAQ rules) and our Company or any of its affiliates or members of senior management or their families, and (b) between executive officers of our Company (as designated by our boardBoard of directors)Directors) and our Company or any of its affiliates, is subject to the approval of our audit committee or our independent directors. Each of our directors and executive officers must notify our boardBoard of directorsDirectors in advance of entering into any such transaction.

Our corporate governance guidelines task our boardBoard of directors,Directors, in consultation with our nominating and corporate governance committee, with reviewing annually the relationships that each director has with us, directly or indirectly. Further, our nominating and corporate governance committee is tasked with periodically reviewing the compensation arrangements and other business relationships between our directors and our Company, including charitable and political contributions, in order to monitor the independence of our directors. Our corporate governance guidelines also provide that if an actual or potential conflict of interest develops, a director should report the matter immediately to the full boardBoard of directorsDirectors and our audit committee for evaluation and appropriate resolution. If a director has a personal interest in a matter before our boardBoard of directors,Directors, the director must disclose the interest to the full boardBoard of directorsDirectors and our audit committee, must recuse himself or herself from participation in the related discussion, and must abstain from voting on the matter.

DIRECTOR COMPENSATION

Effective with the second quarter of 2019, ournon-employee directors receive the following compensation: an annual cash retainer of $68,000, an annual cash retainer of $9,000 for each board committee of which such director is a member (except for the government security committee), and reimbursement of expenses relating to attendance at board and board committee meetings. In addition, the chairman of the board receives an annual cash retainer of an additional $68,000, and the chairmen of our various board committees receive annual cash retainers as follows: $22,000 to our audit

directors except for Ms. Lenard, who joined our board in 2018, meet the stock ownership guidelines as of March 9,December 28, 2020. In addition, the board recently adopted stock ownership guidelines for the Chief Executive Officer and his direct reports. For a full description of such guidelines, see page 39.

DIRECTOR COMPENSATION

Effective with the second quarter of 2020, our non-employee directors receive the following compensation: an annual cash retainer of $68,000, an annual cash retainer of $9,000 for each board committee of which such director is a member (except for the government security committee), and reimbursement of expenses relating to attendance at board and board committee meetings. In addition, the Chairman of the Board receives an annual cash retainer of an additional $68,000, and the chairmen of our various board committees receive annual cash retainers as follows: $22,000 to our audit committee chairman, $17,000 to our compensation committee chairman, $13,000 to our government security committee chairman, and $12,000 to our nominating and corporate governance committee chairman. Annually, our nominating and corporate governance committee, in consultation with Mercer, reviews our board compensation against the board compensation of our peer companies to develop a reasonable board compensation package. In May of 2020, due to the uncertain nature of the impact that the COVID-19 pandemic may have on our business, our Board of Directors determined not to increase board member compensation in 2020.

Upon initial election, each non-employee director has historically received an option to purchase 20,000 shares of our common stock. The options provided to the non-employee directors expire on the tenth anniversary of the grant date and vest over a four-year period. In May 2020, the Chairman of the Board received restricted stock units (“RSUs”) having a value on the award date of $170,000 and each non-employee director received restricted stock units having a value on the award date of $130,000 based upon the average closing price of our common stock over the six-month period preceding the grant date. The RSUs awarded to the non-employee directors vest in full on the first anniversary of the grant date; however, in an effort to further align board members’ interests with those of our stockholders, delivery of the shares of common stock underlying the RSUs is deferred until retirement from the Board of Directors (or until one year after retirement in the case of certain prior grants).

Mr. Edman is not compensated for his service as a director. Mr. Edman’s compensation as our chief executive officer and president is described below under “Compensation Discussion and Analysis” and “Executive Compensation.”

Nonqualified Deferred Compensation.    Our directors are permitted to defer 5% to 100% of annual director fees into our Executive and Director Deferred Compensation Plan. NoneOne of our directors participated in the Executive and Director Deferred Compensation Plan in 2019.2020.

Director Summary Compensation Table for Fiscal Year 20192020

The following table sets forth the compensation earned by ournon-employee directors in respect of their services as such during 2019.2020.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the amount of each class of common stock beneficially owned as of March 9, 202015, 2021 by (a) each of our directors and named executive officers; (b) all of our directors and executive officers as a group; and (c) each person known by us to own beneficially more than five percent of our outstanding common stock.

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis, or CD&A, describes and analyzes our executive compensation philosophy and program in the context of the compensation paid during the last fiscal year to our chief executive officer, our chief financial officer, and each of our three other highest paid executive officers (collectively referred to as our named executive officers or NEOs). Our named executive officers are:

Biographical information regarding these officers is set forth below, except for Mr. Edman, whose biography is set forth above with our other directors.

Catherine A. Gridley is the Executive Vice President and President of the Aerospace & Defense Business Unit. She joined TTM in 2019 from Northrop Grumman Corporation, where she most recently served as the Vice President and General Manager of the Advanced Defense Services Division. Prior to Northrop Grumman, Catherine held P&L leadership positions with DynCorp International, GE Aviation Systems and Goodrich. She earned her Bachelor of Science in Accounting from Ithaca College and MBA from Binghamton University.

Todd B. Schull has served as our Executive Vice President and Chief Financial Officer since March 2013. Mr. Schull joined our Company as an Executive Vice President in February 2013. Prior to joining us, Mr. Schull served as Senior Vice President of Finance and Corporate Controller of Sanmina Corporation since 2005. Mr. Schull started his career with Deloitte LLP and then held leadership positions with Verbatim Corporation, Solectron Corporation, Tidal Software, Ultratech, Repeater Technologies, and VA Linux. Mr. Schull holds a Bachelor of Science degree in accounting from the University of Utah.

Douglas L. Soder has served as our Executive Vice President and President of our Commercial Sector since July 2018. Prior to that Mr. Soder served as Executive Vice President, and President of our Communications and Computing Business Unit since January 2016. Prior to that Mr. Soder served as Executive Vice President and President, North America Business Unit from April 2012 until December 2015. Prior to that Mr. Soder served as our Executive Vice President since November 2006. Before joining our Company, Mr. Soder held the position of Executive Vice President for Tyco Electronics Printed Circuit Group from January 2001 until our acquisition of that company in October 2006. During an almost24-year career at Tyco Electronics, Mr. Soder served in a variety of sales, sales management, and operations management positions at its AMP Incorporated and Tyco Printed Circuit Group (PCG) subsidiaries. From November 1996 to January 2001, Mr. Soder was Vice President of Sales and Marketing for PCG. Mr. Soder holds a Bachelor of Arts degree in Political Science from Dickinson College.

Brian W. Barber is the Executive Vice President, Operations Special Projects since January 2020. Mr. Barber served as the Executive Vice President and Chief Operating Officer from January 2016 until December 2019 and prior to that as our Senior Vice President and President of our High Technology Business Unit since June 2015. He served as Senior Vice President Operations Printed Circuit Board & Supply Chain Management of Viasystems Group, Inc. from December 2007 until May 2015. From November 2000 to December 2007, Mr. Barber was Vice President Operations Printed Circuit Board/Electro-mechanical, Americas, and from January 2000 to October 2000, Mr. Barber was Vice President Printed Circuit Board Operations, all at Viasystems. Prior to joining Viasystems in 2000, Mr. Barber was employed by Hadco Corporation since 1982, and from 1994 to 1999 served as Vice President and Business Unit Manager of their high technology operation. Mr. Barber received his Bachelor’s Degree in Psychology from Binghamton University.

Philip Tittertonishas been the Executive Vice President and Chief Operating Officer since January 2020. Mr. Titterton also served as Senior Vice President and President of the Aerospace & Defense / Specialty Business Unit from January 2016 until December 2019 and as Vice President of Operations, North America since 2006. He also held positions as Vice President of Operations and General Manager for Tyco Electronics Printed Circuit Group from 1992 until our acquisition of that company in October 2006. Mr. Titterton received his Bachelor’s Degree in Electrical Engineering from Lehigh University.

This CD&A is organized into four sections:

Compensation Overview – Alignment of Compensation and Performance

Our goal is to tie the Company’s compensation closely with performance. The information below provides an executive summary of the Company’s financial performance for fiscal year 20192020 and how pay is aligned with performance. In 2020, TTM divested its mobility business in order to decrease the Company’s exposure to dependence on a single customer in the volatile consumer market. By this action, the Company expects it will increase its overall profitability while decreasing its total revenue in the short term. Also in 2020, the Company determined that, due to the uncertain nature of the impact that the COVID-19 pandemic may have on our business, that there would not be any base compensation increase for any employees with the title of Vice President or above, including the Company’s CEO and all NEO’s.

KEY ACCOMPLISHMENTS IN 20192020

TTM’s commitment to its strategy of diversification, differentiation and discipline led to TTM’s continued financial strength in 2019.2020. Due to disciplined operations and cost controls, we generatedNon-GAAP net income of $120.5$116.7 million in 2019.2020. For a discussion explaining the use of theNon-GAAP metrics and reconciliation to audited GAAP metrics, see Annex A attached hereto.

On January 22,PERFORMANCE HIGHLIGHTS

Highlights from 2020 TTM

PERFORMANCE HIGHLIGHTS

The following summarizes key elements of the Company’s performance in 2019⁽¹⁾.

2019 NET SALES 2019 GAAP NET INCOME ATTRIBUTABLE TO STOCKHOLDERS 2019 NON GAAP NET INCOME ATTRIBUTABLE TO STOCKHOLDERS(1) 2019 ADJUSTED EBITDA(1) 2019 NON GAAP EPS(1) 2019 OPERATING CASH FLOW $2.69 $41.3 $120.5 $376.2 $1.13 $311.9 BILLION MILLION MILLION MILLION MILLION

ALIGNMENT OF PAY AND PERFORMANCE

TTM’s executive compensation is strongly aligned to Company performance and measurable financial metrics. The following charts show metrics that we track related to our financial performance over the past three years.⁽¹⁾

Net Sales in $Billions GAAP Net Income Attributable to Stockholders in $Millions Non-GAAP Net Income Attributable to Stockholders in $Millions(1) Adjusted EBITDA in $Millions(1) $ in Non-GAAP EPS(1) Operating Cash Flow in $Millions

The charts below measure the total realized compensation for the CEO and the average total realized compensation for each of our NEOs for the past three years.

These charts demonstrate consistent alignment in performance-based compensation for the three year period to correspond with the Company’s performance over such three-year period. Simply stated, as the Company’s performance and the price of the Company’s common stock on the NASDAQ increases or decreases, so too does the total compensation paid torealized by our executives.

20192020 SAY ON PAY VOTE

At our 20192020 annual meeting, our stockholders overwhelmingly approved, on an advisory basis, the compensation of our executive officers described in our 20192020 proxy statement. Approximately 98.8%99.71% of the votes cast on the matter were voted “For” such advisory“say-on-pay” approval, thereby providing the compensation committee with verification that its compensation practices align the interests of the Company’s executives with those of the Company’s stockholders.

COMPENSATION PRACTICES

We continually review the Company’s executive compensation program to maintain compensation practices that are in the best interests of our stockholders. Some of our key policies are summarized below:

Executive Compensation Philosophy and Objectives

Our executive compensation philosophy, which is established by the compensation committee of our boardBoard of directors,Directors, is intended to attract, motivate, and retain executives and reward the creation of stockholder value. We seek to provide executive compensation packages that are competitive with comparable companies and reward the achievement of short-term and long-term performance goals.

We use a combination of fixed and variable compensation programs to reward and incentivize strong performance, as well as to align the interests of our executives with those of our stockholders. We generally target total compensation between the 25th and 50th percentile of comparable companies. We believe that this philosophy will continue to enable us to remain competitive in attracting and retaining qualified executive officers while avoiding paying amounts in excess of what we believe is necessary to attract and retain such executive officers. However, our compensation committee’s decisions on target compensation for specific individuals are also influenced by a variety of additional factors, including compensation practices of businesses acquired by us and Company and individual performance.

Each year our compensation committee, together with our senior management, establishes performance targets for short-term and long-term incentive plans that require the achievement of significant financial results. Each year our compensation committee determines compensation by assessing prior year performance against these established financial targets, as well as other factors such as the compensation paid by comparable companies, achievement of strategic objectives, improvements in market share and the professional development and potential of individual officers. Ultimately, the amount of compensation awarded to our executives is determined based on performance and what our compensation committee believes is in the best interests of our stockholders.

We believe that our use of restricted stock units (referred to as RSUs) and performance-based restricted stock units, (referred to as PRUs), together with an annual incentive bonus program that is based on various combinations of global operating income, business unit operating income, and global cash flow from operations as a percentage of revenue, and business unit cash flow from operations as a percentage of revenue and individual goals, shows that we have closely linked executive officer pay to performance. Our pay mix consists primarily of base salary, annual performance-based cash bonuses, performance-based equity incentives and time-based equity incentives. We have no executive retirement plans except our 401(k) plan and deferred compensation plan available to North America employees. In China, the Company contributes to either separate trust-administered funds or various government-sponsored pension plans on a mandatory basis. We provide very limited perquisites except the expatriate compensation packages provided to Messrs.Mr. Soder and Barber related to their assignmentshis assignment in Hong Kong.

Role of the Compensation Committee

General.    Our compensation committee, which is currently comprised of three independent members of our boardBoard of directors,Directors, as discussed in greater detail under “Information Relating to Corporate Governance and the Board of Directors,” is responsible for, among other things:

Our compensation committee, in consultation with the outside executive compensation consultant retained by our compensation committee, also helps analyze the reasonableness and effectiveness of our overall executive compensation packages.

While our chief executive officer and other executive officers may attend meetings of the compensation committee or our boardBoard of directorsDirectors from time to time, the ultimate decisions regarding executive officer compensation are made solely by the members of our compensation committee and, in the case of compensation decisions for our chief executive officer, thenon-employee members of our board of directors. These decisions are based not only on our compensation

officer, the non-employee members of our Board of Directors. These decisions are based not only on our compensation committee’s deliberations, but also on input requested from outside advisors, including our compensation committee’s outside compensation consultant, with respect to, among other things, market data analyses. The final decisions relating to our chief executive officer’s compensation have historically been based on recommendations of our compensation committee and included discussions with and approval by all of ournon-employee directors without the presence of our chief executive officer or other management. Our compensation committee typically discusses proposals for our chief executive officer’s compensation package with him but always makes final decisions regarding his compensation when he is not present. Decisions regarding other executive officers have typically been made by our compensation committee after considering recommendations from our chief executive officer.

Compensation Consultant.    Our compensation committee has historically engaged the services of an outside compensation consultant to provide independent advice in connection with making executive compensation determinations. The chairman of our compensation committee, in consultation with other committee members, defines the scope of any consultant’s engagement and related responsibilities. These responsibilities may include, among other things, advising on issues of executive compensation and equity compensation structure and assisting in the preparation of compensation disclosure for inclusion in our SEC filings. In fulfilling its responsibilities, the outside compensation consultant may interact with management or our other outside advisors to the extent necessary or appropriate.

Our compensation committee continued our engagement with Mercer with respect to 20192020 compensation matters. Mercer (the “Compensation Consultant”) was retained to provide an independent review of the Company’s executive compensation programs, including an analysis of both the competitive market and the design of the programs. More specifically, the Compensation Consultant evaluated our selected peer companies and provided competitive compensation data and analysis relating to the compensation of our chief executive officer and our other senior officers. The Compensation Consultant also furnished the compensation committee with reports on peer company practices relating to the following matters: short-term and long-term compensation program design; equity compensation, vesting practices and ownership guidelines; retention value of current equity holdings; target incentive opportunities; and compensation trends for board and committee members. In addition, the Compensation Consultant assisted the compensation committee with its evaluation of the risks associated with our compensation programs and provided our nominating and corporate governance committee with an assessment of our directors’ compensation.

The Compensation Consultant provides analyses and recommendations that inform the committee’s decisions, but it does not decide or approve any compensation decisions. The Compensation Consultant reviews various proposals presented to the committee by management, and provides updates on market trends and the regulatory environment as it relates to executive compensation. The Compensation Consultant reports directly to our compensation committee and not to management. The Compensation Consultant performed consulting work related to a broad-based compensation survey the Company performed assistance with the CEO pay ratio calculation and disclosure, and systems implementationconfiguration project in 2019.2020. Our compensation committee assessed the independence of the Compensation Consultant pursuant to SEC and NASDAQ rules and concluded that the Compensation Consultant is independent and that the work of the Compensation Consultant has not raised any conflictconflicts of interest.

Management Role in Setting Compensation.    Members of our human resources and finance departments work with our chief executive officer to recommend changes to existing compensation plans and programs, to define financial and other targets to be achieved under those programs, to prepare analyses of financial data and other briefing materials to assist the compensation committee in making its decisions and, ultimately, to implement the decisions of our compensation committee.

Our chief executive officer is actively engaged in setting compensation for other executives through a variety of means, including recommending for committee approval the financial goals and the annual salaries and variable pay amounts for members of the executive team. He works closely with other members of executive management in analyzing relevant market data to determine base salary and annual target bonus opportunities for senior management and to develop targets for our short-term and long-term incentive plans. Our chief executive officer is generally subject to the same financial performance goals as our other executive officers, all of which are ultimately determined and approved by our compensation committee.

Compensation Structure

Although the final structure may vary from year to year and officer to officer, our compensation committee utilizes three main components for executive officer compensation: Base Salary, Annual Incentive Bonusbase salary, annual incentive bonus and Long-Term Equity Incentives.long-term equity incentives.

Base Salary.    Base salaries for our executive officers are determined based on the level of the position within our Company, the individual’s performance in recent periods, and the executive’s potential for continued development within our global organization. The base salary levels, and any increases or decreases to those levels for each executive officer, are reviewed and approved each year by our compensation committee. Such adjustments may be based on factors such as the overall performance of our Company, new roles and responsibilities assumed by the executive, the performance of the executive officer’s area of responsibility, the executive officer’s impact on strategic goals, the length of service with our Company, or revisions to our compensation philosophy. However, there is no specific weighting applied to any one factor in setting the level of base salary, and the process ultimately relies on the subjective exercise of our compensation committee’s judgment. Although salaries historically have been generally targeted at the 25th to 50th percentile of our peer group and relevant compensation survey data, our compensation committee may also take into account historical compensation, internal parity with other executives, potential as a key contributor, and special recruiting and retention situations. We believe that providing base salaries around the median of our peer group and the broader market survey

In response to the recommendations of management, our compensation committee based the Company’s incentive bonus plan on several metrics that the committee believed most closely aligned the executive’s incentive pay with metrics that the executive is responsible for managing. For 2019,2020, the incentive bonus for Messrs. Edman, Schull and Barber is allocated based upon 72% global operating income and 18% global cash flow from operations as a percentage of revenue. For Messrs. Soder and Titterton, the incentive bonus takes into account the performance of the business unit that each directs. For each executive, 10% of the award is based on individual goals. The below chart reflects the weight of each performance metricmetric.

budget, as well as the bonus opportunity for each officer, and these recommendations are reviewed and discussed by the committee and its advisors. The major factors used in setting one or more targets for a particular year are the results for the most recently completed year and the budget for the current year. Other factors taken into account may include general economic and market conditions. Our compensation committee sets the final corporate performance goal during our first quarter, typically at a level our compensation committee believes is challenging, but reasonable, for management to achieve.

At the end of each year, our compensation committee determines the level of achievement for the specified financial goal (after potentially making any appropriate adjustments to such goal for the effects of corporate events that were not anticipated in establishing the performance measure such as acquisitions or divestitures) and awards credit for the achievement of the goal as a percentage of the target bonus. Final determinations as to bonus levels are then based on that percentage. Actual bonuses are generally paid to the executives in the first quarter of the subsequent year.

In setting annual incentive compensation financial targets and bonus opportunities for our executive officers, our compensation committee does not consider the effect of past changes in stock price. In addition, incentive compensation

entitled to apro-rata amount of RSUs in the case of the recipient’s death, disability or “retirement” (voluntary termination by an employee who is at least 62 and has at least five years of continuous service). In 2019,2020, we granted time-vested RSUs for an aggregate of approximately 1,708,0001,473,705 shares of our common stock to a total of 900860 employees andnon-employee directors, of which time-vested RSUs for an aggregate of 168,886153,125 shares were issued to Messrs. Edman, Schull, Soder, BarberTitterton and Titterton.Ms. Gridley.

Performance RSUs.    In order to strengthenpay-for-performance, our compensation committee approved a long-term incentive program (referred to as the PRU Program) for our executive officers and certain other members of our senior management team to drive achievement to specificpre-established financial performance goals and provide a long-term return to our stockholders relative to a broader market index. Our objective of the PRU program is to align total stockholder return and each executive’s compensation.

Under the PRU Program, a target number of PRUs is awarded annually using a three-year performance period to encourage long term retention of the executives of the Company. The number of shares of our common stock released at

EBITDA targets in the second year, and (iii) 120% of the revenue target and 55% of the adjusted EBITDA target in the third year: