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 2019 performance, please review the Company’s Annual Report on Form10-K for the year ended December 30, 2019, which we refer to in this proxy statement as the 2019 Form10-K.

Annual Meeting Information

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.

Thank you for your continued support of TTM Technologies. We look forward to seeing you at the meeting.

Sincerely,

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

About TTM

TTM Technologies, Inc. is a leading technology solutions provider and a preeminent technology solutions company. We strive to generate industry leading growth and profitability, driven by empowered employees, with an unwavering value system. We are a leading competitor in the printed circuit board industry, with significant market presence in each of our end market segments. TTM also designs and develops radio frequency components andsub-assemblies using our own engineering talent and intellectual property.

TTM generated $2.69B in revenue in 2019, with 29 manufacturing facilities, located in North America and China. TTM continues to focus on growing faster than the industry in those submarkets that are strategic to TTM’s business model. TTM has established a global, customer-focused organization within each business unit chartered to become experts in their markets, strengthen existing customer relationships and develop new customers in growing areas of each market.

TTM has an operational team that has delivered solid financial results and has established a focus on developing leading edge technology positions, integrated supply chain management and burgeoning best practice sharing which form the foundation for future margin improvement. In addition, TTM currently serves six end markets which are: 1) Aerospace and Defense; 2) Automotive, Medical, Industrial and Instrumentation; 3) Communication and Computing; 4) Mobility; 5) Wireless and 6) Electro-Mechanical Solutions. Recently, TTM announced it has entered into an agreement to divest its mobility business unit comprised of four manufacturing facilities in China.

TTM has a global IT infrastructure, data warehouse and enterprise resource planning strategy in place to effectively connect otherwise disparate legacy processes and systems. TTM is aggressively striving to prevent successful cybersecurity attacks and to ingrain security into the DNA of the company. TTM is also actively implementing National Institute of Standards and Technology protocols and diligently protecting the security requirements of our Aerospace and Defense customers.

Our Vision

Inspiring innovation as the preeminent technology solutions company, aspiring to industry leading growth and profitability, driven by empowered employees, with an unwavering value system.

Our Mission

Deliver superior value, growth and profit by providing customers with market leading, differentiated solutions and an extraordinary customer experience.

Our Strategy

TTM TECHNOLOGIES, INC.

200 East Sandpointe, Suite 400

Santa Ana, CA 92707

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 8, 2019

To our stockholders:7, 2020

The 20192020 annual meeting of stockholders of TTM Technologies, Inc. will be held at 8:30 a.m., local time, on Wednesday,Thursday, May 8, 2019,7, 2020, at our corporate offices located at 1665 Scenic Avenue,200 East Sandpointe, Suite 250, Costa Mesa, California 92626,400, Santa Ana, CA 92707, for the following purposes:

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 11, 20199, 2020 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, please vote your shares usingvia the Internet by following the instructions in this proxy statement. Of course, if 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 8, 20197, 2020

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. 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.

TABLE OF CONTENTS

TTM TECHNOLOGIES, INC.

20192020 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

This proxy statement contains information related to our annual meeting of stockholders to be held on Wednesday,Thursday, May 8, 2019,7, 2020, beginning at 8:30 a.m., local time, at our corporate offices located at 1665 Scenic Avenue,200 East Sandpointe, Suite 250, Costa Mesa, California 92626,400, Santa Ana, CA 92707, 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 22, 2019,27, 2020, 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 copy.form. For information on how to vote your shares, see the instructions included on the proxy card and under “How do I vote?to Vote” below.

ABOUT THE MEETINGGeneral Information

What is the purpose of the annual meeting?Matters To Be Considered At The Meeting

At the annual meeting, stockholders willThe matters to be asked to (1) elect four class I directors, consisting of Thomas T. Edman, Chantel E. Lenard, Tang Chung Yen (Tom Tang)considered and Dov S. Zakheim, to serve for a term expiring in 2022; (2) cast an advisory,non-binding vote on the compensation of our named executive officers; and (3) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2019.

Who is entitled to vote at the meeting?

Only stockholders of record at the close of business on March 11, 2019, the record date for the annual meeting, are entitled to receive notice of the meeting and to vote the shares of our common stock that they held on that date at the meeting, and any postponements or adjournments of the meeting. Each outstanding share of common stock entitles its holder to cast one vote on each matter to be voted upon at the meeting.

Who may attend the meeting?

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

What constitutes a 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 outstanding on the record date will constitute a quorum, permitting the conduct of business at the meeting. As of the record date, 105,144,118 shares of our common stock were outstanding. Abstentions and brokernon-votes will be included in the calculation of the number of shares considered to be present at the meeting.

If less than a majority of the outstanding shares of common stock entitled to vote are represented at the meeting, a majority of the shares present at the meeting may adjourn the meeting to another date, time, or place, and notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before an adjournment is taken.

How do I vote if I am a 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 three 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 22, 2019 and through 11:59 p.m., Eastern Time, on May 7, 2019.be:

Who May Vote

Only stockholders of record at the close of business on March 9, 2020, the record date for the annual meeting, are entitled to receive notice of the meeting and to vote the shares of our common stock that they held on that date at the meeting, and any postponements or adjournments of the meeting. Each outstanding share of common stock entitles its holder to cast one vote on each matter to be voted upon at the meeting.

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 three 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, 2020 and through 11:59 p.m., Eastern Time, on May 6, 2020.

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 voting via the Internet).

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 meeting. Please note that if you hold shares in “street name” (that is, requiredthrough a bank, broker or other holder of record), you will need to approve each item?bring a copy of a brokerage statement 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 outstanding on the record date will constitute a quorum, permitting the conduct of business at the meeting. As of the

record date, 105,957,257 shares of our common stock were outstanding. Abstentions and brokernon-votes will be included in the calculation of the number of shares considered to be present at the meeting.

If less than a majority of the outstanding shares of common stock entitled to vote are represented at the meeting, a majority of the shares present at the meeting may adjourn the meeting to another date, time, or place, and notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before an adjournment is taken.

Required Vote

Proposal One — Election of Directors.    Assuming that a quorum is present, the fourthree 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 board of directors. However, the compensation committee and our board of directors will take into account the outcome of the vote when considering future executive compensation arrangements.

Proposal ThreeFour — 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 Five — 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 30, 2019.28, 2020.

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.

What are the effects of brokerBrokernon-votes?Non-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 TwoFour are considerednon-routine matters under applicable rules. Please note that brokers may not vote your shares on Proposals One and Twothese 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 Two,Four, 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 30, 201928, 2020 (Proposal Three)Five) 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 Three.Five. If a brokernon-vote did exist with respect to Proposal Three,Five, it would have the effect of a vote against such proposal.

How are abstentions treated?

Abstentions will have no effect on Proposal One.Proposals One and Four. Abstentions will be treated as being present and entitled to vote on Proposals Two, Three and ThreeFive and therefore will have the effect of votes against such Proposals.

Who will pay for the preparation of the proxy?Cost Of Proxy Solicitation

We will pay the cost of soliciting proxies. In addition to the use of mail, our employees may solicit proxies personally, bye-mail, facsimile, and by telephone. Our employees will receive no compensation for soliciting proxies other than their regular salaries. We may request banks, brokers, and other custodians, nominees, and fiduciaries to forward copies of the proxy materials to the beneficial owners of our common stock and to request authority for the execution of proxies, and we may reimburse such persons for their expenses incurred in connection with these activities.

Our principal executive offices are located at 1665 Scenic Avenue,200 East Sandpointe, Suite 250, Costa Mesa,400, Santa Ana, California 92626,92707, and our telephone number is(714) 327-3000. A list of stockholders entitled to vote at the annual meeting will be available at our offices for a period of 10 days prior to the meeting and at the meeting itself for examination by any stockholder.

PROPOSAL ONE —– ELECTION OF DIRECTORS

Directors and Nominees

Our board of directors is currently comprised of ten directors. Our board of directors is divided into three classes with each class of directors serving for a three-year term or until successors of that class have been elected and qualified. Each director elected at the 20192020 annual meeting will serve for a term expiring at the 20222023 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 fourthree class III directors.

Our board of directors has nominated Thomas T. Edman, Chantel E. Lenard, Tang Chung Yen (Tom Tang)Kenton K. Alder, Julie S. England and Dov S. ZakheimPhilip G. Franklin as class III directors. Messrs. EdmanAlder and Tang,Franklin and Dr. ZakheimMs. England currently serve as class III directors, and will stand forre-election at the annual meeting. Ms. Lenard was appointed to our board in November 2018 after the Company received approval from the United States Defense Security Service (the “DSS”) pursuant to the Special Security Agreement between the Company and DSS dated October 19, 2010, as amended, and she will stand for election at the annual meeting. During 2018, the board of directors conducted a search with the assistance of an executive search firm and selected Ms. Lenard from a review of several highly qualified candidates. If Ms. Lenard is elected and Messrs. Edman and Tang, and Dr. Zakheim arere-elected, they will each serve a three-year term expiring at the annual meeting of stockholders in 2022, and our board will continue to consist of ten directors.

Kenton K. Alder, Julie S. England and Philip G. Franklin serve as class II directors, and their terms will expire at the annual meeting of stockholders in 2020 and 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 2021.2021, and Thomas T. Edman, Chantel E. Lenard, Tang Chung Yen (Tom Tang) and Dov S. Zakheim as class I directors and their terms will expire 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 board of directors 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 insureensure continuity of its board of directors and to maintain adherence with the Special Security Agreement, TTM has adoptedcontinued the practice of providing for staggered elections of three classes of board members to serve three year terms, such that the board of directors 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 board of directors 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 board of directors may designate a substitute nominee. If our board of directors designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by our board of directors.

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, (formerly DICOM Group plc), a publicly held company (London Stock Exchange) thatwhich 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) 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 chairman of the board of directors and as chairman of the compensation committee of Juniper Systems, Inc. and as the Vice Chairman of the board of directors of Inovar, Inc. In addition, Mr. Alder is a member of the board of

Mr. Edman is an employee director. Mr. Edman was nominated to the board of directors because of his proven business acumen and experience in the technology industry, having served in numerous senior executive roles with sizeable technology companies, including as the chief executive officer of a public company. Mr. Edman also has extensive experience in Asia and with compensation-related matters, which have proven valuable to our board of directors.

Julie S. England has served as a director of our Company since October 2016. Ms. England is presently retired. Prior to her retirement in 2009, she served in various capacities with Texas Instruments Inc., most recently as Vice President and General Manager of the Radio Frequency Identification (RFID) division. She also served as Vice President of its microprocessor division from 1998 to 2004 and as Vice President of Quality for the Semiconductor Group from 1994 to 1998. Earlier, she held various engineering, manufacturing, quality and business management positions. Ms. England is an experienced independent corporate director serving on both private and public company boards in the USA and Europe. Ms. England has served as a director of Smartrac Technology Group, N.V. from 2014 until May 2018. From 2010 until its acquisition by CCL Industries in May 2016, she served as a director of Checkpoint Systems, Inc. and chaired its Governance Committee. Ms. England served as a director of the Federal Reserve Bank of Dallas from 1997 to 2003 and as a director of Intelleflex Corporation from 2010 to 2013. Ms. England served on the Board of Trustees of the Georgia O’Keeffe Museum until July 2017, and served on the North Texas Chapter of the National Association of Corporate Directors. She has served on trade associations in the electronics industry including the American Electronics Association and AIM Global. Ms. England holds a Bachelor of Science degree in Chemical Engineering and graduate studies in business from Texas Tech University complemented with executive education at Harvard University and Stanford University. She earned a Bachelor of Fine Art degree in studio art in 2018 from Southern Methodist University in Dallas, TX.

Ms. England is an independent director. Ms. England was nominated to the board of directors 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 an 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

Our board of directors has determined that Mr. Geveden is an independent director. Mr. Geveden was nominated to the board of directors because of his extensive experience in the aerospace and defense industry as well as his proven track record as an outstanding leader.

Chantel E. Lenard was appointedhas served as a director of our Company in November 2018. Since 2017, Ms. Lenard has beenpresently serves as a lecturerLecturer of Marketing in marketingthe MBA program at the University of Michigan Ross School of Business. Ms. Lenard retired from Ford Motor Company (NYSE:F) in 2017, where shehaving served as the top marketing executive for Ford in various positions in a career spanning 25 years.both the U.S. and Asia. From 2013 to 2017, Ms. Lenard most recently held the position of Ford’s executive director of U.S. Chief Marketing fromOfficer, leading the organization’s pricing, promotions, media, digital marketing, product strategy, and consumer experience activities. From 2010 to 2013, to 2017 after livingMs. Lenard was based in Shanghai, and servingChina, as Ford’s Vice President of Marketing for Ford’s Asia Pacific and Africa from 2010operations, where she led the marketing activities for 11 countries across the region. In addition to 2013.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 holds a bachelor’s degree in industrial engineering from Purdue University and a master’s degree in business administration from Harvard University.

Based onOur board of directors has determined that Ms. Lenard’sLenard is an independent director. Ms. Lenard was nominated to the board of directors because of her extensive background in the automobile industry and her lengthy and diverse experience in international marketing, Ms. Lenard was unanimously appointed to serve as an independent board member by our board of directors.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 board of directors 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

Department of Defense. From October 2002 to April 2004, Dr. Zakheim served as the United States Department of Defense’s coordinator of civilian programs in Afghanistan. Dr. Zakheim serves as the Chairman of the board of directors of Sprint Federal Operations LLC. Dr. Zakheim previously served as a member of the board of directors of Standard Aero Corp. from 2008 until 2015, and was a member of their audit committee from 2012 to 2015. In addition, Dr. Zakheim has served as a member of ISO Group, Inc.’s board of directors from 2010 to 2014. Dr. Zakheim has also served as a board member of Chemonics International and has been a member of their audit committee since 2013.from 2013 to 2019. Dr. Zakheim also serves as a board member of the American Jewish Committee, the Foreign Policy Research Institute, and the Center for the National Interest and the U.S. Naval Academy Athletic Association. Dr. Zakheim holds a Bachelor of Arts degree from Columbia College at Columbia University, was a General Course student at the London School of Economics, and holds a Doctor of Philosophy from St. Antony’s College at the University of Oxford.

Our board of directors 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 board of directors 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 board of directors has determined, after considering all the relevant facts and circumstances, that Messrs. Alder, Franklin, Geveden, Klatell and Mayer, Ms. England, and Ms. 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). Accordingly, a majority of the members of our board of directors 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 board of directors to appoint its members to one or more committees, each consisting of one or more directors. Our board of directors 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

Environmental, Social & Governance (“ESG”) Overview

It is our policy to operate worldwide in a safe, responsible manner that respects the environment and protects the safety and health of our employees, our customers and the communities where we operate. We are committed to conducting our business operations in an ethical manner with honesty and integrity. Our Board of Directors oversees our ESG compliance and initiatives through regular engagement with our management team. Our commitment goes beyond regulatory compliance and is an integral part of our corporate culture and our way of doing business. Below are some of our key ESG initiatives.

Meetings of the Board of Directors

Our board of directors held seveneight meetings (regular and special) during 2018.2019. All of our directors attended more than 75% of the aggregate of (i) the total number of meetings of the board of directors held during 2018,2019, and (ii) the total number of meetings held by all committees of our board of directors on which such person served during 2018.2019. 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 board of directors on the same day as the annual meeting of stockholders. All of our directors attended the 20182019 annual meeting of stockholders.

Committees of the Board of Directors

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

Audit Committee.    Our audit committee reviews and monitors our corporate financial reporting and our external audit, including, among other things, our internal audit and internal control functions, the results and scope of the annual

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. Klatell (chairman) and Geveden and Ms. Lenard, each of whom is an independent director under NASDAQ listing standards as well as under SEC rules. The compensation committee held eight meetings during 2018.2019.

Our compensation committee has a written charter that delineates its responsibilities, a full copy of which is posted on our website atwww.ttm.com.

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 2018.2019. 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 board of directors and oversees the management continuity planning processes. It establishes, monitors, and recommends the purpose, structure, and operations of the various committees of our board of 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 board of directors 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 board of directors and considers questions of independence and possible conflicts of interest of members of our board of directors and executive officers. Finally, the nominating and corporate governance committee oversees the evaluation of our board of directors and management.

The nominating and corporate governance committee will consider persons recommended by stockholders for inclusion as nominees for election to our board of directors 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 board of directors 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 board of 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 board of 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

expected to exemplify the highest standards of personal and professional integrity and to constructively challenge management through their active participation and questioning. In consideration of these expectations, the nominating and corporate governance committee seeks directors with established strong professional reputations and expertise in areas relevant to the strategy and operations of our business. The activities and associations of candidates are reviewed for any legal impediment, conflict of interest, or other consideration that might prevent service on our board of directors.

The charter of our nominating and corporate governance committee provides that the value of diversity on our board of directors should be considered, and the nominating and corporate governance committee includes diversity as one of its criteria for board composition. While we do not have a formal policy outlining the diversity standards to be considered when evaluating director candidates, our objective is to foster diversity of thought on our board of directors. To accomplish that objective, the nominating and corporate governance committee considers ethnic and gender diversity, as well as differences in perspective, professional experience, education, national security qualifications, skill and other qualities in the context of the needs of our board of directors. The nominating and corporate governance committee evaluates its effectiveness in achieving diversity on the board of directors through its annual review of board member composition, which includes an assessment of directors’ ethnicity, gender, and industry experience, prior to recommending nominees for election.

The current members of our nominating and corporate governance committee are Messrs. Mayer (chairman) and Klatell and Ms. England, each of whom is an independent director under NASDAQ listing standards as well as under SEC rules. The nominating and corporate governance committee held five meetings during 2019.

Our nominating and corporate governance committee has a written charter that delineates its responsibilities, a full copy of which is posted on our website at www.ttm.com

Government Security Committee.    As previously disclosed in our filings with the SEC, a portion of our business consists of manufacturing defense and defense-related items for various departments and agencies of the U.S. government, including the U.S. Department of Defense, which requires that we maintain facility security clearances under the National Industrial Security Program (referred to as NISP). The NISP requires that a corporation maintaining a facility security clearance take steps to mitigate foreign ownership, control, or influence (referred to as FOCI). As we have also previously reported, we are party to a Special Security Agreement with the United States Defense Security Service. That special

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 board of directors 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 board of 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 board of directors meets the composition 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

While our management is primarily responsible for managing risk, our board of directors and each of its committees play a role in overseeing our risk management practices. Our full board of directors 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 board of directors 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 board of directors and in committee meetings. Our board of directors also focuses on specific strategic and emerging risks in periodic strategy reviews. Our board of directors 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.

Through the activities of our audit, compensation, nominating and corporate governance, and government security committees, as well as the full board of directors’ interactions with management concerning our business and the material risks that may impact our Company, the board of directors 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

It is the responsibility of our full board of directors 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 board of directors 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 board of directors 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 board of 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 board of directors in advance of entering into any such transaction.

Our corporate governance guidelines task our board of directors, in consultation with our nominating and corporate governance committee, with reviewing annually the relationships that each director has with us, directly or indirectly.

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.

Upon initial election, eachnon-employee director receives an option to purchase 20,000 shares of our common stock. The options provided to thenon-employee directors expire on the tenth anniversary of the grant date and vest over a four-year period. In May 2018,2019, the chairman of the board received restricted stock units (referred to as RSUs) having a value on the award date of $140,000$170,000 and eachnon-employee director received restricted stock units having a value on the award date of $120,000$130,000 based upon the average closing price of our common stock over thesix-month period preceding the grant date. The RSUs awarded to thenon-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).

Stock Ownership, Hedging and Pledging Policies. Our board of directors recognizes that stock ownership by directors may strengthen their commitment to the long-term future of our Company and further align their interests with those of our stockholders. Accordingly, our corporate governance guidelines provide that our independent directors are ordinarily expected over time to beneficially own shares of our common stock (including shares owned outright, unvested shares, restricted stock units, and stock options) having a value of at least three times their annual cash retainer, and as our directors are subject to our insider trading policy, they are prohibited from pledging or hedging their shares. All of our directors, except for Ms. Lenard, and Mr. Geveden, who joined our board in 2018, meet the stock ownership guidelines as of March 11, 2019.9, 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 38.39.

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.” For the period between January 1 and March 31, 2018, Mr. Tang received total compensation of $77,281 for his service as Managing Director – Asia Pacific Region of one of the Company’s Hong Kong subsidiaries, which total compensation consisted of the following: (i) base salary of $63,638, (ii) an additionalpro-rata component of base salary in the amount of $10,461 paid in 2018 as is consistent with competitive practices in the region in recognition of the Chinese New Year, and (iii) $3,182 of contributions made by us on Mr. Tang’s behalf to the Mandatory Provident Fund, a savings program for the retirement of residents in Hong Kong. As of March 31, 2018, Mr. Tang and the Company agreed that he would no longer be an employee of the Company’s Hong Kong subsidiary. The Company and Mr. Tang agreed as part of his separation from employment, that Mr. Tang would receive a severance payment of $150,000 USD and unused leave pay in the amount of $42,774 USD. The amounts paid to Mr. Tang were paid in Hong Kong Dollars (HKD) and converted to U.S. Dollars (USD)

Outstanding Equity Awards Held byNon-Employee Directors at Fiscal 2019 Year End

Outstanding Equity Awards Held byNon-Employee Directors at Fiscal 2018 Year End

Compensation Consultant and its Affiliates

Mercer was retained by our compensation committee to provide an independent review of the Company’s executive compensation programs, including an analysis of the competitive market for 2018.2019. In addition, Mercer assisted the compensation committee with its evaluation of the risks associated with our compensation programs, and executive director compensation data. Additionally, Mercer provided our nominating and corporate governance committee with an assessment of director compensation assessment and assistance in developing the CD&A. Mercer also furnished the compensation committee with reports on peer company practices for 2018 relating to the following matters: short-term and long-term compensation program design; equity compensation; vesting practices and ownership guidelines; CEO/median employee pay ratio calculation; target incentive opportunities; and compensation trends for board and committee members. Upon request from management, and independent of the compensation committee, a separate Mercer team provided implementation support for our global HR system launch in addition to a job structure project. During 2019, the compensation committee also engaged Aon/Radford for services rendered in connection with the administration of our deferred compensation plan, computation of total stockholder return (“TSR”) relative to our TSR Peer Group, and for compensation survey data. A summary table for both Mercer and Aon/Radford is included below. For further discussion of the work conducted by Mercer as our compensation consultant, see “Compensation Discussion and Analysis — Role of the Compensation Committee.”

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 11, 20199, 2020 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.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, officers, and persons who own more than 10% of a registered class of our securities to file reports of ownership and changes in ownership with the SEC. Directors, officers, and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely upon our review of the copies of such forms that we received during the fiscal year ended December 31, 2018, and written representations that no other reports were required, we believe that each person who at any time during such year was a director, officer, or beneficial owner of more than 10% of our common stock complied with all Section 16(a) filing requirements during the fiscal year ended December 31, 2018.

(17)

Represents shares of our common stock held by AllianceBernstein L.P., referred to as AllianceBernstein. AllianceBernstein has sole voting power over 6,016,349 shares, sole dispositive power over 7,195,234 shares and shared dispositive power over 4,410 shares. Such information is as reported on Schedule 13G filed by AllianceBernstein with the SEC on February 18, 2020. The address for AllianceBernstein is 1345 Avenue of the Americas, New York, NY 10105.

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.

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 hasis the Executive Vice President, Operations Special Projects since January 2020. Mr. Barber served as the Executive Vice President and Chief Operating Officer sincefrom 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.

Daniel J. WeberPhilip Titterton hasis the Executive Vice President and Chief Operating Officer since January 2020. Mr. Titterton also served as the Senior Vice President General Counsel and Secretary since June 2015. He leads the OfficePresident of the General Counsel which includes the contractsAerospace & Defense / Specialty Business Unit from January 2016 until December 2019 and administration function. Before joining TTM, Mr. Weber served as the General Counsel for Viasystems for approximately 11 years and had served asin-house counsel for Viasystems for over 15 years. Mr. Weber previously also served as Vice President of Operations, North America since 2006. He also held positions as Vice President of Operations and General CounselManager for Tyco Electronics Printed Circuit Group from 1992 until our acquisition of Courtesy Corporation, a plastic molding manufacturer basedthat company in the United States, and as General Counsel of International Wire Group, Inc., a multinational insulated and bare copper wire manufacturer. Prior to embarking on hisin-house legal career,October 2006. Mr. Weber worked in private practice at Gallop, Johnson & Neuman, L.C. in the corporate and securities group. Mr. Weber completed his undergraduate work from University of Kansas andTitterton received his LawBachelor’s Degree in Electrical Engineering from St. LouisLehigh 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 20182019 and how pay is aligned with performance.

KEY ACCOMPLISHMENTS IN 20182019

TTM’s commitment to its strategy of diversification, differentiation and discipline led to TTM’s continued growth and financial strength in 2018. In an effort to further differentiate our product and service offerings to our customers, we purchased Anaren, Inc. in 2018 and have successfully integrated it into our organization. For 2018, our growth markets were aerospace and defense, computing, and medical, industrial and instrumentation, which offset the declines in our cellular phone, automotive and networking and communications end markets.2019. Due to disciplined operations and cost controls, we generated Non GAAPNon-GAAP net income of $190.4$120.5 million in 2018.2019. For a discussion explaining the use of theNon-GAAP metrics and reconciliation to audited GAAP metrics, see Annex A attached hereto.

PERFORMANCE HIGHLIGHTS

The following summarizes key elementsOn January 22, 2020, TTM announced that it had entered into an agreement to divest its Mobility business unit, which is substantially comprised of the Company’s performancefour manufacturing plants in 2018⁽¹⁾.

2019 NET SALES 2019 GAAP NET INCOME ATTRIBUTABLE TO STOCKHOLDERS NON-GAAP2019 NON GAAP NET INCOME ATTRIBUTABLE TO STOCKHOLDERSSTOCKHOLDERS(1) 2019 ADJUSTED EBITDA NON-GAAPEBITDA(1) 2019 NON GAAP EPS(1) 2019 OPERATING CASH FLOW $2.85 $173.6 $190.4 $438.8 $1.76 $273.1$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 the improvement of our Company 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) in $ Operating Cash Flow in $Millions(1)$Millions

The charts below measure the base salarytotal compensation for the CEO and the average base salarytotal compensation for each of our NEOs for the past three years and show a modest increase over such period of time.years.

CEO Base Salary ($) NEO Average Base Salary ($)

The following charts measure the performance based compensation in each year for the past three years. The amounts shown represent the total of the cash incentive and the stock awards vested⁽²⁾ for the CEO each year and the average of the total cash and stock awards vested for each of our NEOs. These charts demonstrate consistent increasesalignment in performance-based compensation for the three year period to correspond towith the Company’s consistently improved performance over such three-year period.

CEO Performance Based Compensation ($) NEO Average Performance Based Compensation ($)

These charts demonstrate that Simply stated, as the Company sets increasingly demanding goals forCompany’s performance based pay thereby aligning stockholder interests withincreases or decreases, so too does the total compensation paid to the Company’s most seniorour executives.

20182019 SAY ON PAY VOTE

At our 20182019 annual meeting, our stockholders overwhelmingly approved, on an advisory basis, the compensation of our executive officers described in our 20182019 proxy statement. Approximately 99.2%98.8% 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.

Executive Compensation Philosophy and Objectives

Our executive compensation philosophy, which is established by the compensation committee of our board of 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, global cash flow from operations as a percentage of revenue,

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 20182019 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

Pay Mix.    In determining the allocation each year among base salary, annual incentive bonus, and long-term equity incentive compensation, our compensation committee considers the following factors: our short-term and long-term business objectives, competitive trends within our industry, and the importance of creating a performance-based environment that ties a significant portion of each executive officer’s compensation to the achievement of performance targets and corporate objectives. When considering a proposed compensation package for an executive officer, our compensation committee considers the compensation package as a whole, including each element of total compensation. We have nopre-established policy for allocating between either cash andnon-cash or short-term and long-term compensation.

provided by our Compensation Consultants will enable us to remain competitive for qualified executive officers while avoiding paying amounts in excess of what we believe necessary to attract and retain such executive officers.

Base Salaries for 20182019.    Based on the Company’s performance and each individual’s performance, Mr. Edman recommended the base salaries for Messrs. Schull, Soder, Barber and WeberTitterton be increased on July 1, 2018,2019, bringing each between the 25^th and the 50^th percentile of our peer companies. After its review, our compensation committee approved the base salaries recommended by Mr. Edman for our other executive officers for 2018.2019.

A summary of base salary increases that were made effective on July 1, 20182019 is outlined below for each of our named executive officers:

The table below lists the 20182019 base salaries and bonus levels for each of our current named executive officers at the different potential achievement outcomes. This table includes both the financial metrics as well as the individual goals. The financials comprise 90% while the goals are 10% of each NEO’s bonus plan.

Annual Incentive Bonus for 2019.    In February, 2019,2020, our compensation committee reviewed our 20182019 performance relative to the 20182019 operating income and cash flow from operations as a percentage of revenue goals. The performance was certified at 86.4%65.1% of the global operating income target and 87.2%112.8% of our goal for global cash flow from operations as a percentage of revenue. The compensation committee also reviewed and assessed the performance achieved against the individual goals that had been established for each of the members of the Company’s executive team, including Messrs. Edman, Schull, Soder, Barber and Weber.Titterton. We use particular individual performance goals to ensure that other important areas of our business are measured and emphasized, which may include but are not limited to customer satisfaction, market positioning and growth, and structural and organizational improvements, as well as the integration of Anaren, critical projects and assignments. Performance goals do not payout unless our Company achieves its threshold financial performance metrics. As a result, our compensation committee authorized the payment of 20182019 incentive bonuses as follows:

Because such a large percentage of executive officer compensation is performance-based, our compensation committee invests significant time determining the financial targets for our annual incentive bonus program. In general, management makes the initial recommendation for the financial target based upon our Company’s annual board-approved 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)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.

decisions are made without regard to length of service. For example, executive officers with longer service or who are eligible for retirement do not receive greater or lesser awards, or larger or smaller target amounts, in any given year than executives with shorter service.

Long-Term Equity Awards.    We believe that providing a significant portion of our executive officers’ total compensation package in equity awards aligns the incentives of our executives with the interests of our stockholders and with our long-term success. By compensating our executives with our equity, executives receive a stake in our Company’s financial future, and the gains realized in the long term depend on the executives’ ability to drive our financial performance. Equity incentive awards are also a useful vehicle for attracting and retaining executive talent in a competitive market. Finally, from time to time we may issue equity awards in connection with certainnon-recurring events, for example, the welcome grants made to Anaren leadership members.

Our compensation committee develops its equity award determinations based on its judgment as to whether the total compensation packages provided to our executive officers, including prior equity awards and the level of vested and unvested equity awards then held by each participating officer, are sufficient to retain, motivate, and adequately reward the executive officers. This judgment is based in part on information provided by benchmarking studies. In addition, our compensation committee considers the accounting costs that will be reflected in our financial statements when establishing the forms of equity to be granted and the size of the grants, as well as the potential dilution associated with the equity awards.

We currently grant equity awards throughfrom our 2014 Plan, which was adopted by our board of directors and approved by our stockholders and permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and other stock-based awards to our officers, directors, employees, and consultants.

We continued to use our equity compensation program judiciously in 2018 which included welcome grants to Anaren leadership members.2019. Ouryear-to-date gross share run rate (calculated using granted restricted shares, options and performance shares at target as a percentage of our total outstanding shares) as of December 31, 201830, 2019 (our fiscal year end) was 1.2%1.9%. As of December 31, 2018,30, 2019, our three-year average share run rate was 1.5%1.4%. We believe that these percentages demonstrate our commitment to careful and efficient use of the shares that stockholders have approved for issuance under our 2006 Plan and our 2014 Plan.