TTM TECHNOLOGIES INC 8-K

What Happened

• TTM Technologies, Inc. filed an 8-K disclosing that Thomas T. Edman, a Class I director and former President & CEO, notified the board on January 29, 2026 that he will retire from the board and all committees effective May 7, 2026 (immediately after the 2026 annual meeting). The board appointed Daniel G. Korte and Ryan D. McCarthy to fill the vacancies created by Mr. Edman’s retirement and the mandatory retirement of John G. Mayer, respectively. The company furnished a press release on February 2, 2026 announcing these changes.

Key Details

• Thomas T. Edman’s retirement effective: May 7, 2026; not due to any disagreement with the company.
• Daniel G. Korte appointed to the Class I seat (term through 2028), effective May 7, 2026, subject to DCSA approval under the Special Security Agreement.
• Ryan D. McCarthy appointed to the Class III seat (term through 2027), effective May 7, 2026, subject to DCSA approval; John G. Mayer will reach mandatory retirement age (75) at the 2026 meeting.
• Both appointees are expected to be independent under NASDAQ rules and will receive the company’s standard non-employee director compensation, including Restricted Stock Units.

Why It Matters

• Board composition and independence: Replacing a former CEO with independent directors may affect board oversight and governance dynamics—important for investors assessing corporate governance.
• Timing and clearance: Both appointments are subject to approval from the Defense Counterintelligence and Security Agency (DCSA) per the company’s Special Security Agreement; any delay in clearance could affect when the new directors assume their roles.
• Continuity and disclosure: The company says Edman’s retirement was voluntary and not due to disagreements, and director pay will follow existing programs (including RSUs), so there’s no immediate change to executive compensation policy disclosed in this filing.