DEF 14A of Fabrinet, Oct 24, 2023

DEF 14A of Fabrinet

Filed Oct 24, 2023 · FY20230001140361-23-049314

Open on EDGAR

  1. NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

    | | Page | | ADDITIONAL COMPENSATION MATTERS | 59 | | CEO Pay Ratio | 59 | | Pay Versus Performance Disclosure | 59 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 63 | | Related Party Transactions | 63 | | Policy for Approval of Related Party Transactions | 63 | | SECURITY OWNERSHIP BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT | 64 | | EQUITY COMPENSATION PLAN INFORMATION | 65 | | DELINQUENT SECTION 16(a) REPORTS | 65 | | OTHER MATTERS | 65 | | APPENDIX A – GAAP TO NON-GAAP RECONCILIATION | A-1 |

  2. Class II Director Nominees: Terms to Expire in 2026

    Class II Director Nominees: Terms to Expire in 2026

  3. Class II Director Nominees: Terms to Expire in 2026

    | Name | Director Since | Experience and Qualifications | Board Committees | | Seamus Grady | 2017 | CEO experience and deep industry knowledge | None | | Thomas F. Kelly | 2010 | Extensive managerial and operational experience; audit and financial reporting expertise | Audit (Chair) Compensation |

  4. Class II Director Nominees: Terms to Expire in 2026

    | | 2023 PROXY STATEMENT | 1 |

  5. Nominees for Director

    Nominees for Director Two candidates have been nominated for election at the Annual Meeting as Class II directors for a three-year term expiring in 2026. Upon the recommendation of the Nominating & Corporate Governance Committee, the Board nominated Seamus Grady and Thomas F. Kelly for election as Class II directors. Biographical information for each of the nominees is set forth below. Each nominee has consented to being named in this proxy statement and to serving as a director if elected, and we have no reason to believe any nominee will be unavailable to serve. In the event Mr. Grady or Mr. Kelly is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who may be proposed by the Nominating & Corporate Governance Committee and designated by the Board to fill the vacancy. If you sign your proxy or voting instruction card or vote by telephone or over the Internet, but do not give instructions with respect to the election of directors, your shares will be voted for the two persons recommended by the Board. If you wish to give specific instructions with respect to the election of directors, you may do so by indicating your instructions on your proxy or voting instruction card, or when you vote by telephone or over the Internet. If you do not give voting instructions to your broker, your broker will not vote your shares on this matter. The Board recommends a vote “FOR” the election of each of the nominees listed above.

  6. Nominees for Director

    | 14 | | 2023 PROXY STATEMENT |

  7. Biographical Information

    Biographical Information The names of the members of the Board, their ages, their positions with Fabrinet and other biographical information as of October 17, 2023, are set forth below. A discussion of the qualifications, attributes and skills of each of the directors and the director nominee that led the Board and the Nominating & Corporate Governance Committee to conclude that he or she should serve as a director follows each of the biographies below. There are no family relationships among any of our directors or executive officers. See “Corporate Governance Matters” below for additional information regarding the Board.

  8. Biographical Information

    | | | | | | | Committee Memberships | | | Other Public Co. Boards | | Name | Age | Director Since | Tenure (Years) | Position with Fabrinet | Independent | AC | CC | NCGC | | | Nominees for Director | | | | | | | | | | | Seamus Grady | 56 | 2017 | 6 | Chief Executive Officer and Director | | | | | None | | Thomas F. Kelly | 70 | 2010 | 13 | Director | ✔ | Chair | ✔ | | 1 | | Continuing Directors | | | | | | | | | | | Dr. Homa Bahrami | 68 | 2012 | 11 | Director | ✔ | | ✔ | Chair | None | | Darlene S. Knight | 57 | 2022 | 1 | Director | ✔ | ✔ | | | 1 | | Dr. Frank H. Levinson | 70 | 2001 | 22 | Director | ✔ | ✔ | Chair | | None | | David T. (Tom) Mitchell | 81 | 2000 | 23 | Founder and Chairman of the Board | | | | | None | | Rollance E. Olson | 80 | 2004 | 19 | Lead Independent Director | ✔ | | | ✔ | None |

  9. Biographical Information

    | AC – Audit Committee | CC – Compensation Committee | NCGC – Nominating & Corporate Governance Committee |

  10. Biographical Information

    | | 2023 PROXY STATEMENT | 15 |

  11. Biographical Information

    | Nominees: Terms to Expire in 2026 |

  12. Seamus Grady

    Seamus Grady

  13. Seamus Grady

    | | Mr. Grady has served as our chief executive officer and on the Board since September 2017. Prior to joining us, Mr. Grady served as executive vice president and chief operating officer, mechanical systems division, at Sanmina Corporation, an electronics manufacturing services company, from October 2012 to May 2017. Prior to that, Mr. Grady held various operations roles at Sanmina beginning in 2000, including as senior vice president medical division, from June 2011 to October 2012, and senior vice president global medical operations from March 2009 to June 2011. From 1999 to 2000, Mr. Grady served as director of materials and supply chain management at Lucent Technologies Inc. (formerly Ascend Communications). From 1989 to 1999, Mr. Grady served in a variety of operations roles at Manufacturers Services Limited (now Celestica), an electronic manufacturing and supply chain services company. Mr. Grady holds a B. Tech in Manufacturing Technology from the National University of Ireland, Galway (NUIG). | | | Among other skills and qualifications, Mr. Grady brings to the Board broad and deep experience in the electronics manufacturing services industry, including overseeing operations at multiple international facilities. |

  14. Thomas F. Kelly

    Thomas F. Kelly

  15. Thomas F. Kelly

    | | Mr. Kelly has served on the Board since 2010. Mr. Kelly has served as a Venture Consultant for Forgepoint Capital, a venture capital firm, since November 2022. Mr. Kelly served as chief executive officer and president of IDX, a provider of software and services for cyber breach and identity fraud protection, from August 2017 to August 2022. From 2016 to 2017, Mr. Kelly served as a cybersecurity industry consultant. In the prior twenty years, Mr. Kelly was Chief Executive Officer of several software and security companies including AccelOps between 2015 and 2016 (acquired by Fortinet, 2016), Moxie Software, MontaVista Software (acquired by Cavium, 2009), BlueStar Solutions (acquired by Affiliated Computer Services, 2004) and Blaze Software (acquired by Brokat Infosystems AG, 2000). Mr. Kelly has also held executive leadership operating roles at several companies including Epicor Software, Cirrus Logic, Cadence Design Systems, and Frame Technology (acquired by Adobe, 1995). Mr. Kelly has been a member of the board of directors of ZeroFox Holdings, Inc. since August 2022 and was previously a member of the boards of directors of FEI and Epicor Software. He is also on the Board of Regents of Santa Clara University. Mr. Kelly earned a bachelor of science degree in economics from Santa Clara University. | | | Among other skills and qualifications, Mr. Kelly brings to the Board audit and financial reporting expertise, as well as extensive managerial and operational experience. |

  16. Thomas F. Kelly

    | 16 | | 2023 PROXY STATEMENT |

  17. Dr. Frank H. Levinson

    Dr. Frank H. Levinson

  18. Dr. Frank H. Levinson

    | | Dr. Levinson has served on the Board since 2001. Dr. Levinson has served as the managing director of Small World Group, a group primarily involved in investing in and growing small companies, since 2006. Dr. Levinson served as the chairman of the board of directors and chief technical officer of Finisar Corporation, a provider of fiber optic components and network performance test and monitoring systems, from August 1999 to January 2006, and remained as a director of Finisar until August 2008. From 1988 to 1999, Dr. Levinson served as the chief executive officer of Finisar. From January 1986 to February 1988, Dr. Levinson served as the optical department manager at Raynet, Inc., a fiber optic systems company and, from April 1985 to December 1985, as the chief optical scientist at Raychem Corporation. From January 1984 to July 1984, Dr. Levinson was a member of the technical staff at Bellcore, a provider of services and products to the communications industry. From 1980 to 1983, Dr. Levinson was as a member of the technical staff at AT&T Bell Laboratories. Dr. Levinson was a member of the boards of directors of TKB Critical Technologies 1, a special purpose acquisition company, from October 2021 to August 2023, and of Interlink Electronics, Inc. from July 2014 to June 2020. Dr. Levinson earned a bachelor of science degree in mathematics and physics from Butler University, and a master’s degree in astronomy and a doctor of philosophy degree in astronomy from the University of Virginia. | | | Among other skills and qualifications, Dr. Levinson brings to the Board executive leadership and management experience in a global organization and semiconductor industry experience, having served as chairman of the board of directors, chief technical officer and chief executive officer of Finisar Corporation. |

  19. David T. (Tom) Mitchell

    David T. (Tom) Mitchell

  20. David T. (Tom) Mitchell

    | | Mr. Mitchell is our founder and has served as our non-employee chairman of the Board since June 2018. Mr. Mitchell previously served as our executive chairman of the Board from September 2017 until June 2018, as our chief executive officer and chairman of the Board from our inception in 2000 until September 2017, and as our president from 2000 to January 2011. In 1979, Mr. Mitchell co-founded Seagate Technology, a disk drive manufacturing company. Mr. Mitchell served as the president of Seagate Technology from 1983 to 1991. From 1992 to 1995, Mr. Mitchell served as the chief operating officer of Conner Peripherals, a disk drive manufacturing company. From 1995 to 1998, Mr. Mitchell served as the chief executive officer of JTS Corp., a mobile disk drive manufacturing company. During his tenure in the data storage industry, Mr. Mitchell established manufacturing operations in Singapore, Thailand, Malaysia, the PRC and India. Mr. Mitchell was a member of the board of directors of GigOptix, Inc. from June 2012 through July 2013. Mr. Mitchell earned a bachelor of science degree in economics from Montana State University. | | | Among other skills and qualifications, Mr. Mitchell brings to the Board extensive knowledge and understanding of Fabrinet’s business, operations and employees, having founded Fabrinet and served on the Board since our inception, as well as more than 30 years of experience in an array of executive management roles within the disk drive and optoelectronics manufacturing industries. |

  21. David T. (Tom) Mitchell

    | | 2023 PROXY STATEMENT | 17 |

  22. Dr. Homa Bahrami

    Dr. Homa Bahrami

  23. Dr. Homa Bahrami

    | | Dr. Bahrami has served on the Board since 2012. Dr. Bahrami is a Senior Lecturer at the Haas School of Business, University of California, Berkeley. She is also a Faculty Director of the Center for Executive Education and a board member of the Center for Teaching Excellence at the Haas School of Business, where she has served on the faculty since 1986. Dr. Bahrami was a member of the board of directors of FEI Company (acquired by Thermo Fisher Scientific Inc. in 2016) from February 2012 through September 2016, where she served on the audit and compensation committees. Dr. Bahrami earned a bachelor of arts degree with honors in sociology and social administration from Hull University and a master of science degree in industrial administration and a doctor of philosophy degree in organizational behavior from Aston University in the United Kingdom. | | | Among other skills and qualifications, Dr. Bahrami brings to the Board experience in organizational design and executive development for global enterprises. |

  24. Darlene S. Knight

    Darlene S. Knight

  25. Darlene S. Knight

    | | Ms. Knight has served on the Board since January 2022. Ms. Knight has significant operational and P&L experience with multi-national manufacturing businesses, primarily in the automotive sector, where she has held strategic and operations roles. Ms. Knight most recently served as Vice President, Americas of Adient plc, a global leader in the automotive seating supply industry, from May 2018 to January 2019, and as Vice President, China of Adient from March 2016 to April 2018. Prior to her roles at Adient, Ms. Knight served as Group Vice President and General Manager, Complete Seat Americas of Johnson Controls, Inc., a global diversified technology and industrial company, from October 2013 until February 2016. Ms. Knight also previously served in senior leadership roles at Tecumseh Products Corporation, a manufacturer of commercial refrigeration compressors and condensing unit systems, from 2012 to 2013, and at Edscha GmbH, a Tier 1 automotive supplier, from 2006 to 2012. Ms. Knight served in roles of increasing responsibility at General Motors Corporation from 1984 until 2006. Ms. Knight is a member of the boards of directors of eLeapPower, a privately held corporation, and Reliance Worldwide Corporation Limited, a publicly traded company listed on the Australian Securities Exchange, where she also serves on the ESG and the health & safety committees of the board. Ms. Knight earned a bachelor of science degree in industrial administration from GMI Engineering & Management Institute and a master of science degree in engineering science from Rensselaer Polytechnic Institute. | | | Among other skills and qualifications, Ms. Knight brings to the Board significant operational and leadership experience with global manufacturing businesses. |

  26. Rollance E. Olson

    Rollance E. Olson

  27. Rollance E. Olson

    | | Mr. Olson has served on the Board since 2004, including as lead independent director since 2011. From 1986 to 2011, Mr. Olson served as chief executive officer of Parts Depot Inc., a wholesale automotive replacement parts and supplies business in Virginia. From 1980 to 1985, Mr. Olson served as the president of Brake Systems, Inc., and from 1973 to 1980, Mr. Olson served in various positions at Bendix Corporation, an automotive safety brake and control systems company, including as general manager of the Fram/Autolite division, general manager of the Bendix automotive aftermarket division and corporate staff consultant. From 1968 to 1973, Mr. Olson served as a management consultant and project leader with Booz, Allen & Hamilton, a management and technology consultant firm. Mr. Olson’s business career started with Honeywell, Inc. in Minneapolis, Minnesota. Mr. Olson also served on the board of directors for several privately owned retail and technology companies. He served as a board member (9 years) and chairman of the board of the largest automotive aftermarket trade association, and was a guest lecturer at the Darden School of Business (University of Virginia). Mr. Olson earned a bachelor of arts degree from the University of Minnesota. | | | Among other skills and qualifications, Mr. Olson brings to the Board executive leadership and management experience gained from his service as chief executive officer of Parts Depot Inc. for more than 25 years. |

  28. Rollance E. Olson

    | 18 | | 2023 PROXY STATEMENT |

  29. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  30. Annual Non-Employee Director Compensation Elements

    Annual Non-Employee Director Compensation Elements The Compensation Committee annually reviews director compensation with the assistance of its independent compensation consultant to ensure that it is appropriate and competitive in light of market circumstances and prevailing “best practices” for corporate governance. The compensation elements reflect the Board’s view that compensation to non-employee directors should consist of an appropriate mix of cash and equity awards. The annual non-employee director compensation arrangements described below have been effective since June 25, 2022 (the beginning of fiscal 2023).

  31. Annual Non-Employee Director Compensation Elements

    | Pay Element | Fiscal 2023 Board Compensation for Non-Employee Directors | | | Annual Retainer (Cash) | All Board Members: | $75,000 | | | Board Chair*: | $200,000 | | | Lead Independent Director**: | $45,000 | | | *Applicable only if the Board Chair is a non-employee director. This retainer was approved by the Board in connection with Mr. Mitchell’s transition in June 2018 from executive chairman of the Board to non-employee Chairman of the Board in light of Mr. Mitchell’s ongoing significant involvement with Fabrinet and the valuable leadership and guidance he provides to Fabrinet. | | | | **Applicable only if the Board Chair is not an independent director. | | | Committee Member Retainer (Cash) | Audit Committee: | $12,500 (or $33,000 if member is the chair) | | | Compensation Committee: | $10,000 (or $21,000 if member is the chair) | | | Nominating & Corporate Governance Committee: | $6,000 (or $15,000 if member is the chair) | | Restricted Share Units (Equity) | Initial Grant*: Upon joining the Board, and effective as of the date an individual becomes a non-employee member of the Board, an award of RSUs, on a prorated basis, to cover a number of Fabrinet’s ordinary shares equal to: $220,000, divided by the closing price of the ordinary shares on the NYSE on the date of grant, and multiplied by the ratio of (i) the number of days beginning with the date the director joins the Board and ending on the day immediately preceding the one year anniversary of the prior year’s annual shareholder meeting, divided by (ii) 365 days, with the resulting number rounded down to the nearest whole share. For the avoidance of doubt, an individual who becomes a non-employee director as a result of ceasing to be an employee will be eligible to receive an Initial Grant. | | | | Annual Grant*: On the date of each annual shareholder meeting and provided that the non-employee director will continue as a Board member following such meeting, an award of RSUs covering a number of Fabrinet’s ordinary shares equal to: $220,000, divided by the closing price of the ordinary shares on the NYSE on the date of grant, with the resulting number rounded down to the nearest whole share. | | | | Vesting: RSUs will be scheduled to vest in full on January 1 following the next annual meeting of shareholders after the applicable date of grant, provided the director continues to remain a service provider to Fabrinet through such date. | | | | *Grants are automatic and nondiscretionary and subject to the terms and conditions of Fabrinet’s 2020 Equity Incentive Plan and form of Restricted Share Unit Agreement previously approved for use under such plan. Any RSUs that vest will be settled in ordinary shares of Fabrinet, and the par value of ordinary shares of Fabrinet issued upon such settlement will be considered to have been paid with past services rendered. | |

  32. Annual Non-Employee Director Compensation Elements

    | | 2023 PROXY STATEMENT | 19 |

  33. Annual Non-Employee Director Compensation Elements

    DIRECTOR COMPENSATION

  34. Fiscal 2023 Director Compensation Table

    Fiscal 2023 Director Compensation Table The following table presents information regarding the compensation earned or paid in fiscal 2023 to individuals who were members of the Board at any time during fiscal 2023, and who also were not our employees. We refer to those directors as non-employee directors. During fiscal 2023, Mr. Grady, our chief executive officer, did not receive additional compensation for his service as a director.

  35. Fiscal 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2)(3) | All Other Compensation ($) | Total ($) | | Dr. Homa Bahrami | 100,000 | 219,899 | — | 319,899 | | Thomas F. Kelly | 118,000 | 219,899 | — | 337,899 | | Darlene S. Knight | 87,500 | 219,899 | — | 307,399 | | Dr. Frank H. Levinson | 108,500 | 219,899 | — | 328,399 | | David T. Mitchell | 275,000 | 219,899 | — | 494,899 | | Rollance E. Olson | 126,000 | 219,899 | — | 345,899 |

  36. Fiscal 2023 Director Compensation Table

    | (1) Reflects the aggregate grant date fair value of the shares in accordance with FASB Accounting Standards Codification Topic 718. The assumptions used in the valuation of these awards are set forth in the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for fiscal 2023, filed with the SEC on August 22, 2023. These amounts do not correspond to the actual value that may be realized by the directors. |

  37. Fiscal 2023 Director Compensation Table

    | (2) On December 8, 2022, each of Dr. Bahrami, Mr. Kelly, Ms. Knight, Dr. Levinson, Mr. Mitchell and Mr. Olson was granted 1,679 restricted share units, all of which are scheduled to vest on January 1, 2024 subject to continued service with us. |

  38. Fiscal 2023 Director Compensation Table

    | (3) The following table presents the aggregate number of shares underlying unvested stock awards and outstanding options held by each of our non-employee directors as of the last day of fiscal 2023. |

  39. Fiscal 2023 Director Compensation Table

    | Name | Aggregate Number of Shares Underlying Unvested Stock Awards | Aggregate Number of Shares Underlying Outstanding Options | | Dr. Homa Bahrami | 1,679 | — | | Thomas F. Kelly | 1,679 | — | | Darlene Knight | 1,679 | — | | Dr. Frank H. Levinson | 1,679 | — | | David T. Mitchell | 1,679 | — | | Rollance E. Olson | 1,679 | — |

  40. Shareholder Recommendations for Board Nominees

    Shareholder Recommendations for Board Nominees Shareholder recommendations for candidates to the Board must be directed in writing to our Corporate Secretary, c/o Fabrinet USA, Inc., 4900 Patrick Henry Drive, Santa Clara, CA 95054, and must include (1) the candidate’s name, age, business address and residence address, (2) the candidate’s principal occupation or employment, (3) the class and number of shares that are held of record or beneficially owned by the candidate and any derivative positions held or beneficially held by the candidate, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the candidate with respect to any of our securities, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of our shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the candidate, (5) a description of all arrangements or understandings between the nominating shareholder and each candidate and any other person or persons pursuant to which the nominations are to be made by the nominating shareholder, (6) a written statement executed by the candidate acknowledging that as a director, the candidate will owe a fiduciary duty under Cayman Islands law with respect to Fabrinet and its shareholders, and (7) any other information relating to the candidate that would be required to be disclosed about such candidate if proxies were being solicited for the election of the candidate as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including, without limitation, the candidate’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected). Shareholder recommendations for candidates to the Board must also contain specified information about the shareholder proposing such nomination. For more information, please refer to our memorandum and articles of association, which may be obtained by writing to our Corporate Secretary, c/o Fabrinet USA, Inc., 4900 Patrick Henry Drive, Santa Clara, CA 95054, or by accessing Fabrinet’s filings on the SEC’s website at www.sec.gov.

  41. Director Qualifications

    Director Qualifications The Nominating & Corporate Governance Committee will evaluate and recommend candidates for membership on the Board consistent with any criteria established by the committee. The consideration of any candidate for director will be based on the committee’s assessment of the individual’s background, experience, skills and abilities, and if such characteristics qualify the individual to fulfill the needs of the Board at that time. While the Nominating & Corporate Governance Committee has not established specific minimum qualifications or a formal diversity policy for director candidates, the committee believes that candidates and nominees should reflect a board of directors that is predominately independent and that is comprised of directors who (1) are of high integrity, (2) have broad, business-related knowledge and experience, (3) have qualifications that will increase overall board effectiveness, (4) have diverse backgrounds and perspectives, and (5) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to Audit Committee members.

  42. Identification and Evaluation of Director Nominees

    Identification and Evaluation of Director Nominees The Nominating & Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. The committee assesses the appropriate size and composition of the Board, the needs of the Board and its committees and the qualifications of candidates in light of these needs. Candidates may come to the attention of the Nominating & Corporate Governance Committee through shareholders, management, current members of the Board or search firms. The evaluation of these candidates may be based solely upon information provided to the committee or may also include discussions with persons familiar with the candidate, an interview of the candidate or other actions the committee deems appropriate, including the use of third parties to review candidates.

  43. Identification and Evaluation of Director Nominees

    | 26 | | 2023 PROXY STATEMENT |

  44. Identification and Evaluation of Director Nominees

    Fabrinet is committed to being a good corporate citizen in the communities in which we work and live. We maintain the highest ethical, safety, and environmental standards, and encourage our employees to assist us in meeting these standards. Because good corporate citizenship is essential to our success, we are committed to operating with integrity, contributing to the local communities surrounding our facilities, promoting diversity and inclusion in the workplace, developing our employees, and protecting the environment. The Board, including through its committees, oversees our environmental, social and governance (“ESG”) efforts and believes an integrated approach to our business strategy, corporate governance, and corporate citizenship creates long-term value for our stakeholders. In 2022, we published our inaugural ESG Report, detailing our ESG practices and policies described below. The contents of our ESG Report are referenced for general information only and are not incorporated by reference in this proxy statement. We anticipate filing an update of our ESG Report in 2023.

  45. Fiscal 2023 Compensation Decisions

    | Compensation Element | Decision | Weighting of Performance Measures | | Base salary | CEO’s annual base salary increased by 12.2%, as compared to fiscal 2022 Other NEO annual base salaries increased by between 3.0% and 15.0%, as compared to fiscal 2022 | N/A | | Short-term cash incentive (Fiscal 2023 Bonus Plan) | Target cash bonus opportunities (determined as a percentage of annual base salary) increased in line with increases to NEO annual base salaries Maximum cash bonus opportunity for exceeding the target performance criteria remained at 120% of each NEO’s target bonus opportunity | Bonuses were payable after the end of fiscal 2023 as follows: • 50% based on achievement of a fiscal 2023 revenue metric • 50% based on achievement of a fiscal 2023 non-GAAP operating margin metric Minimum performance threshold for each metric was 90% of the target for such metric Maximum bonus opportunity was 120% of target bonus opportunity Achievement of a metric at a level between 90% and 100% of the applicable target metric would result in a payout scaled linearly from 20% to 100% of the target bonus opportunity Achievement of a metric at a level between 100% and 105% of the applicable target metric would result in a payout scaled linearly from 100% to 120% of the target bonus opportunity No individual performance component | | Long-term equity incentive (PSUs and RSUs) | PSUs have challenging two-year cumulative performance and “stretch” performance goals RSUs vest annually over three years Equity grants for all NEOs weighted heavily toward performance: 66%-67% PSUs and 33%-34% RSUs | The number of PSUs earned and eligible to vest will be determined after a two-year performance period as follows: • 50% based on achievement of cumulative fiscal 2023 and fiscal 2024 revenue goals • 50% based on achievement of cumulative fiscal 2023 and fiscal 2024 non-GAAP operating margin goals Any earned PSUs will vest in full on the date the Compensation Committee certifies achievement of the performance criteria |

  46. Positive Compensation Practices

    | • | our executive officers’ cash and equity incentive compensation is subject to a claw back; |

  47. Positive Compensation Practices

    | • | we have a practice of granting long-term equity to our executive officers that is based, in part, on Fabrinet achieving financial performance goals over a two-year performance period; |

  48. Positive Compensation Practices

    | • | our 2020 Equity Incentive Plan (the “2020 Plan”) contains the following features: |

  49. Positive Compensation Practices

    | ° | we are prohibited from instituting any program to reprice or exchange equity awards for awards with a lower exercise price without shareholder approval; |

  50. Executive Compensation Program Objectives and Overview

    | • | Competition. We should provide competitive compensation opportunities with respect to our industry so we can attract, retain and motivate qualified executives. |

  51. Executive Compensation Program Objectives and Overview

    | Compensation Element | Compensation Objectives Designed to be Achieved | | Base salary | Attract, retain and motivate qualified executives. | | Short-term cash incentives | Align executives’ interests with those of shareholders; Hold executives accountable for our performance; and Attract, retain and motivate qualified executives. | | Long-term equity incentives | Align executives’ interests with those of shareholders; Hold executives accountable for our performance; and Attract, retain and motivate qualified executives. | | Perquisites and personal benefits | Attract, retain and motivate qualified executives. | | Severance and other benefits upon termination of employment | Attract, retain and motivate qualified executives. |

  52. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has the authority, in its sole discretion, to engage the services of outside consultants to assist it in making decisions regarding the establishment of our compensation programs and philosophy. The Compensation Committee also may obtain advice and assistance from internal or external legal, accounting or other advisors. For fiscal 2023, the Compensation Committee retained Compensia, Inc. (“Compensia”), a national compensation consulting firm, to provide independent compensation consulting services. If requested by the Compensation Committee, a representative of Compensia attends meetings of the Compensation Committee. However, the Compensation Committee did not request Compensia to attend any of its meetings held during fiscal 2023. Although Fabrinet pays Compensia’s fees, Compensia reports directly to the Compensation Committee, and the Compensation Committee retains the authority to hire or fire Compensia and any other consultant or advisor. Compensia does not provide any services to us other than the services provided to the Compensation Committee. The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and corresponding listing standards of the NYSE, and has concluded that no conflict of interest exists with respect to the work that Compensia performs for the Compensation Committee. During fiscal 2023, Compensia provided the Compensation Committee with a blend of peer group proxy data and other market data, as discussed below, to assist the Compensation Committee in evaluating the competitiveness of our executive compensation and non-employee director compensation programs. Compensia also advised the Compensation Committee on general compensation trends in the industry among similarly situated companies.

  53. Fiscal 2023 Peer Group and Other Market Data

    Fiscal 2023 Peer Group and Other Market Data To assist the Compensation Committee in evaluating whether our executive compensation practices for fiscal 2023 were competitive and consistent with the Compensation Committee’s executive compensation program objectives, Compensia provided the Committee with compensation data (the “Market Data”) consisting of publicly available proxy statement data from our fiscal 2023 peer group. The Compensation Committee used the Market Data to compare our Named Officers’ base salary, target cash incentive opportunity, target total cash compensation, equity compensation and total direct compensation against the 25th, 50th and 75th percentiles of the same categories of compensation for executives holding positions comparable (where possible) to the positions of our Named Officers. However, the Compensation Committee does not benchmark or apply specific formulas to determine adjustments to our Named Officers’ base salary, target cash incentive opportunity, target total cash compensation, equity compensation or total direct compensation. The specific criteria for selection into our peer group are set annually by the Compensation Committee. When our peer group is reviewed each year, companies may be removed for failure to meet the selection criteria, or new companies may be added as necessary to ensure a significant sample size of companies. In selecting a peer group, the Compensation Committee considers companies that, in its view, compete with us for talent and have financial or other organizational metrics generally similar to ours. Accordingly, our peer group includes a blend of businesses classified as providing electronic equipment, instruments or components, communications equipment, or electronic manufacturing services.

  54. Fiscal 2023 Peer Group and Other Market Data

    | | 2023 PROXY STATEMENT | 39 |

  55. Fiscal 2023 Peer Group and Other Market Data

    The selection criteria for our fiscal 2023 peer group included 12-month trailing revenue and market capitalization. Our 12-month trailing revenue and market capitalization were in the 48th and 66th percentiles, respectively, of our fiscal 2023 peer group at the time the Compensation Committee selected the group. Compensia gathered data on the compensation practices of the companies in our fiscal 2023 peer group through publicly available information, where available. Our fiscal 2023 peer group, as approved by the Compensation Committee and set forth in the table below, was the same as our fiscal 2022 peer group, except for the removal of three companies (Coherent, Inc., Kimball Electronics, Inc., and Ribbon Communications Inc.) and the addition of five companies (Advanced Energy Industries, Inc., IPG Photonics Corporation, Methode Electronics, Inc., MKS Instruments, Inc., and TTM Technologies, Inc.).

  56. Fiscal 2023 Peer Group and Other Market Data

    | Fiscal 2023 Peer Group | | | | | Advanced Energy Industries, Inc. | Infinera Corporation | Methode Electronics, Inc. | TTM Technologies, Inc. | | Belden Inc. | IPG Photonics Corporation | MKS Instruments, Inc. | Viasat, Inc. | | Benchmark Electronics, Inc. | Itron, Inc. | National Instruments Corporation | Viavi Solutions, Inc. | | Celestica Inc. | Knowles Corporation | OSI Systems, Inc. | Vishay Intertechnology, Inc. | | Ciena Corporation | Littelfuse, Inc. | Plexus Corporation | | | Coherent Corporation (f/k/a II-IV Incorporated) | Lumentum Holdings Inc. | Sanmina Corporation | |

  57. Short-Term Cash Incentive Awards

    Short-Term Cash Incentive Awards Our annual cash incentive plan provides our Named Officers with the ability to receive cash incentive awards based on company financial performance, with performance targets and payouts under the plan determined each fiscal year as follows:

  58. Short-Term Cash Incentive Awards

    | • | payouts are based 50% on achievement of a fiscal year revenue metric and 50% on achievement of a fiscal year non-GAAP operating margin metric, with achievement of each financial metric considered independently from the other; |

  59. Short-Term Cash Incentive Awards

    | • | performance targets are equal to our annual operating plan targets, which the Compensation Committee believes should be realistic and achievable; |

  60. Short-Term Cash Incentive Awards

    | • | the minimum performance threshold for each metric is 90% of the target for such metric; |

  61. Short-Term Cash Incentive Awards

    | • | the maximum bonus opportunity is 120% of the target bonus opportunity; |

  62. Short-Term Cash Incentive Awards

    | • | achievement of a financial metric at a level between 90% and 100% of the applicable target financial metric results in a payout scaled linearly from 20% to 100% of the target bonus opportunity for that metric; and |

  63. Short-Term Cash Incentive Awards

    | • | achievement of a financial metric at a level between 100% and 105% of the applicable target financial metric would result in a payout scaled linearly from 100% to 120% of the target bonus opportunity for that metric. |

  64. Short-Term Cash Incentive Awards

    By basing a substantial portion of our Named Officers’ total cash compensation on achievement of financial goals designed to drive shareholder value, our annual cash incentive plan is intended to align our Named Officers’ interests with the interests of our shareholders. In August 2022, the Compensation Committee approved our cash incentive plan for fiscal 2023 (the “Fiscal 2023 Bonus Plan”) and determined the target bonus opportunity for each Named Officer under the plan after considering the Market Data provided by Compensia, evaluated against other criteria, including the Named Officer’s functional responsibilities and ongoing duties. The revenue and non-GAAP operating margin targets under the Fiscal 2023 Bonus Plan were the same as the corresponding targets under our fiscal 2023 annual operating plan. The Compensation Committee chose revenue and non-GAAP operating margin performance goals because it believes that these goals constitute important, key performance metrics that significantly can impact our business success. Achievement of a target bonus payout under the Fiscal 2023 Bonus Plan would have required high levels of corporate performance that the Compensation Committee believed were realistic and achievable. In structuring the Fiscal 2023 Bonus Plan, the Compensation Committee also provided for a maximum bonus opportunity equal to 120% of a Named Officer’s target bonus opportunity because the committee determined that it was appropriate to incentivize and reward financial performance that exceeded our annual operating plan targets. The achievement targets and actual year-end attainment under the Fiscal 2023 Bonus Plan were as follows ($ in millions):

  65. Short-Term Cash Incentive Awards

    | Performance Metric | Weight | Minimum Threshold(1) | Target(2) | Maximum(3) | Actual Performance | Actual Performance (% of Target) | | Revenue | 50% | $2,205.0 | $2,450.0 | $2,572.5 | $2,645.2 | 108% | | Non-GAAP Operating Margin(4) | 50% | 9.0% | 10.0% | 10.5% | 10.83% | 108% |

  66. Short-Term Cash Incentive Awards

    | (1) Below this amount, no bonuses would have been earned with respect to the applicable performance metric. |

  67. Short-Term Cash Incentive Awards

    | (2) Achievement of this goal would have resulted in a payout at 100% of a participant’s target bonus opportunity for the applicable performance metric. |

  68. Short-Term Cash Incentive Awards

    | (3) Represents 105% of the applicable target performance goal. Achievement of this goal would have resulted in a maximum payout at 120% of a participant’s target bonus opportunity for the applicable performance metric. |

  69. Short-Term Cash Incentive Awards

    | (4) Non-GAAP operating margin excluded share-based compensation expenses, restructuring and other related costs, and amortization of intangibles, as shown on Appendix A. |

  70. Short-Term Cash Incentive Awards

    | | 2023 PROXY STATEMENT | 41 |

  71. Short-Term Cash Incentive Awards

    In August 2023, consistent with our executive compensation philosophy and commitment to pay for performance, the Compensation Committee determined that maximum bonuses would be awarded to our Named Officers under the Fiscal 2023 Bonus Plan. The following table describes the target, maximum and actual bonus amounts for each of our Named Officers under the Fiscal 2023 Bonus Plan.

  72. Short-Term Cash Incentive Awards

    | Name | FY23 Target Bonus Opportunity | FY23 Target Bonus Opportunity (% of Salary) | FY23 Maximum Bonus Opportunity | FY23 Maximum Bonus Opportunity (% of Salary) | FY23 Actual Bonus | FY23 Actual Bonus (% of Target Bonus Opportunity) | | Seamus Grady | $1,495,000 | 130% | $1,794,000 | 156% | $1,794,000 | 120% | | Dr. Harpal Gill | $1,352,390 | 130% | $1,622,868 | 156% | $1,622,868 | 120% | | Csaba Sverha | $488,750 | 85% | $586,500 | 102% | $586,500 | 120% | | Edward T. Archer | $400,000 | 80% | $480,000 | 96% | $480,000 | 120% |

  73. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Our equity incentive plans are a critical component of the compensation program that we believe incentivizes our executive officers and key employees to focus on building shareholder value through meeting long-term financial and strategic goals. We currently grant RSUs and PSUs to our executive officers under the 2020 Plan. Prior to the approval of the 2020 Plan by shareholders in December 2019, we granted RSUs and PSUs to our executive officers under our 2010 Performance Incentive Plan. We also adopted our 2017 Inducement Equity Incentive Plan in November 2017 solely for the granting of inducement share options and other equity awards to new employees. RSUs function as a retention incentive for our executives as they generally vest annually over a three or four-year period after the date of grant, subject to the executive’s continued service with us. In furtherance of our commitment to the executive compensation program’s philosophy to pay for performance and to help align more closely the interests of our executive officers with those of our shareholders and consistent with the practice it adopted in August 2016, the Compensation Committee granted PSUs to our Named Officers in August 2022 that will be earned, if at all, following a cumulative 2-year performance period covering fiscal 2023 and fiscal 2024. Any earned PSUs will vest in full on the date the Compensation Committee certifies achievement of the performance criteria described below. The Compensation Committee also granted time-based RSUs to our Named Officers in fiscal 2023. For fiscal 2023, equity award grants to our Named Officers were weighted heavily toward performance, as shown in the table below.

  74. Long-Term Equity Incentive Awards

    | Name | % of FY23 Performance-Based Equity Awards (PSUs) | % of FY23 Time-Based Equity Awards (RSUs) | | Mr. Grady | 67% | 33% | | Dr. Gill | 66% | 34% | | Mr. Sverha | 67% | 33% | | Mr. Archer | 67% | 33% |

  75. Long-Term Equity Incentive Awards

    The Compensation Committee believes that this mix of performance-based awards and service-based awards was appropriate to emphasize and more closely align pay with the achievement of important, key performance metrics that significantly can impact our business success.

  76. Long-Term Equity Incentive Awards

    | 42 | | 2023 PROXY STATEMENT |

  77. Long-Term Equity Incentive Awards

    The Compensation Committee bases long-term equity incentive award grants to executives on a number of factors, including the Market Data provided by Compensia, the executive’s vested and unvested equity holdings, the executive’s position and total compensation package, and the executive’s contribution to the success of our financial performance. In August 2022, the Compensation Committee granted the following dollar value (assuming achievement of the highest level of performance conditions where applicable) of RSUs, PSUs and “stretch” PSUs (“Stretch PSUs”) to our Named Officers:

  78. Long-Term Equity Incentive Awards

    | Name | Grant Date Value of RSUs | Maximum Grant Date Value of PSUs | Maximum Grant Date Value of “Stretch” PSUs | | Seamus Grady | $2,499,907 | $2,499,907 | $2,499,907 | | Dr. Harpal Gill | $1,674,937 | $1,599,950 | $1,599,950 | | Csaba Sverha | $849,966 | $849,966 | $849,966 | | Edward T. Archer | $749,984 | $749,984 | $749,984 |

  79. Long-Term Equity Incentive Awards

    The RSUs granted to our Named Officers in fiscal 2023 will vest in equal annual installments over a period of three years on each anniversary of the grant date, subject to the individual’s continued service with us through each such vesting date. The PSUs and Stretch PSUs will vest, if at all, following a 2-year performance period, on the date the Compensation Committee certifies achievement of the applicable performance criteria set forth below, subject to the individual’s continued service with us through such vesting date. Vesting of the PSUs will be based 50% on achievement of a cumulative fiscal 2023 and fiscal 2024 revenue goal (the “PSU Revenue Target”) and 50% on achievement of a cumulative fiscal 2023 and fiscal 2024 non-GAAP operating margin goal (the “PSU Operating Margin Target”). The Compensation Committee chose these performance goals because it believes that these constitute important, key performance metrics that significantly can impact our business success. As achievement of each financial goal is considered independently from the other, we must meet a threshold for each goal in order for an individual to receive any credit for that goal. If we achieve 100% or more of a target financial goal, the PSUs will vest as to 100% of the PSUs allocated to that financial goal. If we achieve a threshold performance level of 90% of a target financial goal, the PSUs will vest as to 20% of the PSUs allocated to that financial goal. Achievement of the PSU Revenue Target or the PSU Operating Margin Target at a level between 90% and 100% will result in a number of shares vesting for the applicable goal that is scaled from 20% to 100% of the PSUs allocated to that goal in a linear fashion. Vesting of the Stretch PSUs will be based 50% on achievement of a cumulative fiscal 2023 and fiscal 2024 revenue goal that is 5% higher than the PSU Revenue Target (the “Stretch PSU Revenue Target”) and 50% on achievement of a cumulative fiscal 2023 and fiscal 2024 non-GAAP operating margin goal that is 5% higher than the PSU Operating Margin Target (the “Stretch PSU Operating Margin Target”). As achievement of each financial goal is considered independently from the other, we must meet a threshold for each goal in order for an individual to receive any credit for that goal. If we achieve 100% or more of a target financial goal, the Stretch PSUs will vest as to 100% of the Stretch PSUs allocated to that financial goal. Achievement of the Stretch PSU Revenue Target at a level between its threshold PSU Revenue Target and 100% will result in a number of shares vesting for that goal that is scaled from 0% to 100% of the Stretch PSUs allocated to that goal in a linear fashion. Achievement of the Stretch PSU Operating Margin Target at a level between its threshold PSU Operating Margin Target and 100% will result in a number of shares vesting for that goal that is scaled from 0% to 100% of the Stretch PSUs allocated to that goal in a linear fashion. We must exceed the PSU Revenue Target or the PSU Operating Margin Target in order for any of the Stretch PSUs to vest. There is no overlap between the performance measures for PSUs and Stretch PSUs.

  80. Long-Term Equity Incentive Awards

    | | 2023 PROXY STATEMENT | 43 |

  81. Severance and Other Benefits Upon Termination of Employment

    Severance and Other Benefits Upon Termination of Employment We and certain of our subsidiaries have entered into employment agreements or offer letters with our Named Officers that provide for them to receive severance benefits following certain terminations of their employment with us or our subsidiaries, as applicable. These arrangements are consistent with our overall compensation objectives because we believe such arrangements are critical to achieve our business objective of management retention. We evaluate the level of severance benefits to provide a Named Officer on a case-by-case basis. To ensure that the severance and change of control arrangements continue to remain consistent with our compensation philosophy and current market practices, the Compensation Committee may periodically review these arrangements. Please see “Potential Payments Upon Termination or Change in Control” below, for a description of the severance benefits our Named Officers may be entitled to receive upon termination of their employment.

  82. Severance and Other Benefits Upon Termination of Employment

    | 44 | | 2023 PROXY STATEMENT |

  83. Results of PSU Awards Granted in Prior Fiscal Years

    Results of PSU Awards Granted in Prior Fiscal Years In August 2021, the Compensation Committee granted PSUs (the “FY22-23 PSUs”) and Stretch PSUs (the “FY22-23 Stretch PSUs”) to each of our Named Officers. These awards were eligible to be earned based on achievement of performance criteria over a two-year period that began on June 25, 2021 and ended on June 30, 2023 (the “FY22-23 Cycle”). For the FY22-23 Cycle, we achieved cumulative revenue of $4,907.5 million and cumulative non-GAAP operating margin of 10.59%. Our cumulative revenue exceeded (i) the highest revenue goal of $4,305.0 million established by the Compensation Committee under the FY22-23 PSUs and (ii) the highest revenue goal of $4,520.25 million under the FY22-23 Stretch PSUs. Our cumulative non-GAAP operating margin exceeded (i) the highest non-GAAP operating margin goal of 9.5% established by the Compensation Committee under the FY22-23 PSUs and (ii) the highest non-GAAP operating margin goal of 9.98% under the FY22-23 Stretch PSUs. Accordingly, on August 15, 2023, the Compensation Committee certified that 100% of the FY22-23 PSUs and 100% of the FY22-23 Stretch PSUs were earned because we achieved all of the rigorous performance measures for the FY22-23 Cycle. The tables below provide information regarding the FY22-23 PSUs and FY22-23 Stretch PSUs, including the performance requirements and number of our ordinary shares earned.

  84. Results of PSU Awards Granted in Prior Fiscal Years

    | FY22-23 PSUs | | | | | | | Name | Date of Grant | Target (and Maximum) Number of Shares That Could Have Vested for FY22-23 Cycle | Actual Number of Shares Vested for FY22-23 Cycle | Performance Measures for FY22-23 Cycle | Actual Performance for FY22-23 Cycle | | Seamus Grady | 8/19/2021 | 23,750 | 23,750 | up to 50% based on achievement of revenue between $3,874.5 million and $4,305.0 million up to 50% based on achievement of non-GAAP operating margin between 8.55% and 9.5% | revenue of $4,907.5 million non-GAAP operating margin of 10.59% | | Dr. Harpal Gill | 8/19/2021 | 14,844 | 14,844 | | | | Csaba Sverha | 8/19/2021 | 7,916 | 7,916 | | | | Edward T. Archer | 8/19/2021 | 6,927 | 6,927 | | |

  85. Results of PSU Awards Granted in Prior Fiscal Years

    | FY22-23 Stretch PSUs | | | | | | | Name | Date of Grant | Target (and Maximum) Number of Shares That Could Have Vested for FY22-23 Cycle | Actual Number of Shares Vested for FY22-23 Cycle | Performance Measures for FY22-23 Cycle | Actual Performance for FY22-23 Cycle | | Seamus Grady | 8/19/2021 | 23,750 | 23,750 | up to 50% based on achievement of revenue between $4,305.0 million and $4,520.25 million up to 50% based on achievement of non-GAAP operating margin between 9.5% and 9.98% | revenue of $4,907.5 million non-GAAP operating margin of 10.59% | | Dr. Harpal Gill | 8/19/2021 | 14,844 | 14,844 | | | | Csaba Sverha | 8/19/2021 | 7,916 | 7,916 | | | | Edward T. Archer | 8/19/2021 | 6,927 | 6,927 | | |

  86. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the total compensation of our Named Officers, who consist of (i) our principal executive officer, (ii) our principal financial officer, and (iii) our other most highly compensated executive officers, other than our principal executive officer and principal financial officer, who were serving as executive officers at the end of fiscal 2023.

  87. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Seamus Grady Chief Executive Officer | 2023 | 1,150,000 | 7,499,721 | 1,794,000 | 83,887 | 10,527,608 | | | 2022 | 1,025,000 | 7,199,814 | 1,638,000 | 74,141 | 9,936,955 | | | 2021 | 860,000 | 5,849,946 | 1,075,000 | 76,124 | 7,861,070 | | Dr. Harpal Gill President and Chief Operating Officer | 2023 | 1,040,300 | 4,874,837 | 1,622,868 | 704,116 | 8,242,121 | | | 2022 | 1,010,000 | 4,499,958 | 1,590,000 | 516,112 | 7,616,070 | | | 2021 | 990,000 | 4,369,859 | 1,300,000 | 593,691 | 7,253,550 | | Csaba Sverha(5) Executive Vice President, Chief Financial Officer | 2023 | 575,000 | 2,549,898 | 586,500 | 343,539 | 4,054,937 | | | 2022 | 500,000 | 2,399,736 | 510,000 | 291,197 | 3,700,933 | | | 2021 | 470,000 | 2,099,819 | 352,500 | 324,055 | 3,246,374 | | Edward T. Archer Executive Vice President, Sales & Marketing | 2023 | 500,000 | 2,249,952 | 480,000 | 83,587 | 3,313,539 | | | 2022 | 460,000 | 2,099,919 | 444,000 | 73,541 | 3,077,460 | | | 2021 | 450,000 | 1,999,857 | 360,000 | 68,585 | 2,878,442 |

  88. Summary Compensation Table

    | (1) The amounts in this column include the aggregate grant date fair value (computed in accordance with FASB ASC Topic 718) of time-based RSU awards granted during the designated fiscal year. The assumptions used in the valuation of these awards are set forth in the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for our fiscal year ended June 30, 2023, filed with the SEC on August 22, 2023. These amounts do not necessarily correspond to the actual value that may be recognized by the Named Officer. |

  89. Summary Compensation Table

    | (2) The amounts in this column also include the value at the grant date of performance-based RSUs (PSUs) granted during the designated fiscal year based upon the probable outcome of the performance conditions for such awards, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. |

  90. Summary Compensation Table

    On August 9, 2022, the Compensation Committee approved the grant, effective as of August 18, 2022, of PSUs and “Stretch” PSUs to each of our Named Officers that will vest, if at all, following a 2-year cumulative performance period covering fiscal 2023 and fiscal 2024. As of the date of grant, consistent with the estimate determined as of the grant date under FASB ASC Topic 718, the probable outcome of the performance conditions for these grants was 100% achievement. Accordingly, the fair value reported for the PSUs and “Stretch” PSUs granted in fiscal 2023 assumes that the highest level of performance conditions will be achieved and the grants will vest at their maximum level of 100%, as shown in the following table:

  91. Summary Compensation Table

    | Name | Maximum Value of PSUs and “Stretch” PSUs Granted in Fiscal 2023 (Fiscal 2023-2024 Performance Period) | | Seamus Grady | $4,999,814 | | Dr. Harpal Gill | $3,199,900 | | Csaba Sverha | $1,699,932 | | Edward T. Archer | $1,499,968 |

  92. Summary Compensation Table

    | (3) The amounts in this column reflect cash bonuses earned under our cash-based incentive plan for the applicable fiscal year. Amounts earned under our Fiscal 2023 Bonus Plan are reported as compensation for fiscal 2023 but were paid in fiscal 2024. Amounts earned under our Fiscal 2022 Bonus Plan are reported as compensation for fiscal 2022 but were paid in fiscal 2023. Amounts earned under our fiscal 2021 cash-based incentive plan are reported as compensation for fiscal 2021 but were paid in fiscal 2022. For more information, see the “Grants of Plan-Based Awards in Fiscal 2023” table below. |

  93. Summary Compensation Table

    | (4) For more information, see the “All Other Compensation for Fiscal 2023” table below. |

  94. Summary Compensation Table

    | (5) Beginning December 31, 2022, Mr. Sverha’s salary, non-equity incentive plan compensation, and certain amounts reported in the “All Other Compensation” column were paid in his home country currency of Thai baht. For payments to Mr. Sverha in Thai baht, translation of compensation into U.S. dollars was calculated using the Fabrinet Corporate Group USD to THB Exchange Rate, which was the Bank of Thailand’s middle rate (midpoint of the bid and ask rates) as of December 29, 2022, of 34.67 Thai baht to 1.0 U.S. dollar. The exchange rate for conversion of Mr. Sverha’s compensation will be reset annually in or about August of each year based on the Fabrinet Corporate Group USD to THB Exchange Rate at that time. |

  95. Summary Compensation Table

    | | 2023 PROXY STATEMENT | 47 |

  96. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table presents information concerning each grant of an award made to a Named Officer in fiscal 2023 under any plan. No option awards were granted to a Named Officer in fiscal 2023.

  97. Grants of Plan-Based Awards in Fiscal 2023

    | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Grant Date | Approval Date | Type of Award | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | Seamus Grady | — | — | FY23 Bonus Plan | 149,500 | 1,495,000 | 1,794,000 | — | — | — | — | — | | | 8/18/2022 | 8/9/2022 | RSU(4) | — | — | — | — | — | — | 21,303 | 2,499,907 | | | 8/18/2022 | 8/9/2022 | PSU(4) | — | — | — | 2,130 | 21,303 | 21,303 | — | 2,499,907 | | | 8/18/2022 | 8/9/2022 | “Stretch” PSU(4) | — | — | — | — | 21,303 | 21,303 | — | 2,499,907 | | Dr. Harpal Gill | — | — | FY23 Bonus Plan | 135,239 | 1,352,390 | 1,622,868 | — | — | — | — | — | | | 8/18/2022 | 8/9/2022 | RSU(4) | — | — | — | — | — | — | 14,273 | 1,674,937 | | | 8/18/2022 | 8/9/2022 | PSU(4) | — | — | — | 1,363 | 13,634 | 13,634 | — | 1,599,950 | | | 8/18/2022 | 8/9/2022 | “Stretch” PSU(4) | — | — | — | — | 13,634 | 13,634 | — | 1,599,950 | | Csaba Sverha | — | — | FY23 Bonus Plan | 48,875 | 488,750 | 586,500 | — | — | — | — | — | | | 8/18/2022 | 8/9/2022 | RSU(4) | — | — | — | — | — | — | 7,243 | 849,966 | | | 8/18/2022 | 8/9/2022 | PSU(4) | — | — | — | 724 | 7,243 | 7,243 | — | 849,966 | | | 8/18/2022 | 8/9/2022 | “Stretch” PSU(4) | — | — | — | — | 7,243 | 7,243 | — | 849,966 | | Edward T. Archer | — | — | FY23 Bonus Plan | 40,000 | 400,000 | 480,000 | — | — | — | — | — | | | 8/18/2022 | 8/9/2022 | RSU(4) | — | — | — | — | — | — | 6,391 | 749,984 | | | 8/18/2022 | 8/9/2022 | PSU(4) | — | — | — | 639 | 6,391 | 6,391 | — | 749,984 | | | 8/18/2022 | 8/9/2022 | “Stretch” PSU(4) | — | — | — | — | 6,391 | 6,391 | — | 749,984 |

  98. Grants of Plan-Based Awards in Fiscal 2023

    | (1) Amounts reported represent the potential threshold, target and maximum cash incentive award amounts depending on the level of performance achieved under the Fiscal 2023 Bonus Plan, as described in “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Program Elements—Short-Term Cash Incentive Awards” above. Such amounts ranged from 10% of the target payout, representing the lowest payout that would have been awarded upon achievement of a certain level of performance against one of the two financial goals under the Fiscal 2023 Bonus Plan, to 120% of the target payout, which represented the maximum payout possible under the Fiscal 2023 Bonus Plan. In August 2023, the Compensation Committee determined that we achieved all of the pre-established performance targets under the Fiscal 2023 Bonus Plan and awarded bonus amounts equal to 120% of each participant’s target bonus opportunity. The actual bonus amounts that were awarded are reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. |

  99. Grants of Plan-Based Awards in Fiscal 2023

    | (2) Amounts reported represent the potential threshold, target and maximum number of shares the Named Officer could earn pursuant to his PSU and “Stretch” PSU awards based on achievement of two-year corporate performance objectives covering fiscal 2023 and fiscal 2024. If we achieve a threshold performance level of 90% of one of two target financial goals, the PSUs will vest as to 20% of the PSUs allocated to that financial goal (i.e., 10% of the total number of PSUs). There is no threshold payout amount under the “Stretch” PSUs because we must exceed at least one of the target financial goals under the PSUs in order for any portion of the “Stretch” PSUs to vest. There is no overlap between the performance measures for PSUs and “Stretch” PSUs. For more information, see “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Program Elements—Long-Term Equity Incentive Awards” above. |

  100. Grants of Plan-Based Awards in Fiscal 2023

    | (3) Reflects the aggregate grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. Amounts reported for PSUs and “Stretch” PSUs are based upon the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effects of estimated forfeitures. As of the date of grant, the probable outcome of the performance conditions for these grants was 100% achievement. The reported amounts do not necessarily correspond to the actual value that may be recognized by the Named Officer. |

  101. Grants of Plan-Based Awards in Fiscal 2023

    | (4) Granted under our 2020 Equity Incentive Plan. |

  102. Grants of Plan-Based Awards in Fiscal 2023

    | | 2023 PROXY STATEMENT | 49 |

  103. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End The following table presents information regarding the outstanding equity awards held by each Named Officer as of the end of fiscal 2023.

  104. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested ($)(4) | | Seamus Grady | 8/18/2022 | 21,303 | 2,766,834 | — | — | | | 8/18/2022(5) | — | — | 21,303(6) | 2,766,834 | | | 8/18/2022(5) | — | — | 21,303(6) | 2,766,834 | | | 8/19/2021 | 15,834 | 2,056,520 | — | — | | | 8/19/2021(7) | — | — | 23,750(8) | 3,084,650 | | | 8/19/2021(7) | — | — | 23,750(8) | 3,084,650 | | | 8/20/2020 | 9,279 | 1,205,157 | — | — | | Dr. Harpal Gill | 8/18/2022 | 14,273 | 1,853,777 | — | — | | | 8/18/2022(5) | — | — | 13,634(6) | 1,770,784 | | | 8/18/2022(5) | — | — | 13,634(6) | 1,770,784 | | | 8/19/2021 | 9,896 | 1,285,292 | — | — | | | 8/19/2021(7) | — | — | 14,844(8) | 1,927,939 | | | 8/19/2021(7) | — | — | 14,844(8) | 1,927,939 | | | 8/20/2020 | 5,948 | 772,526 | — | — | | Csaba Sverha | 8/18/2022 | 7,243 | 940,721 | — | — | | | 8/18/2022(5) | — | — | 7,243(6) | 940,721 | | | 8/18/2022(5) | — | — | 7,243(6) | 940,721 | | | 8/19/2021 | 5,278 | 685,507 | — | — | | | 8/19/2021(7) | — | — | 7,916(8) | 1,028,130 | | | 8/19/2021(7) | — | — | 7,916(8) | 1,028,130 | | | 8/20/2020 | 3,331 | 432,630 | — | — | | | 8/22/2019(9) | 517 | 67,148 | — | — | | Edward T. Archer | 8/18/2022 | 6,391 | 830,063 | — | — | | | 8/18/2022(5) | — | — | 6,391(6) | 830,063 | | | 8/18/2022(5) | — | — | 6,391(6) | 830,063 | | | 8/19/2021 | 4,618 | 599,786 | — | — | | | 8/19/2021(7) | — | — | 6,927(8) | 899,679 | | | 8/19/2021(7) | — | — | 6,927(8) | 899,679 | | | 8/20/2020 | 2,855 | 370,807 | — | — |

  105. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (1) Stock awards in this column consist of unvested time-based RSUs. Unless otherwise noted, all time-based RSUs are scheduled to vest over a three-year period at a rate of one-third on each anniversary of the grant date, subject to continued service with us through the applicable vesting date. |

  106. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (2) Values reported were determined by multiplying the number of unvested time-based RSUs by $129.88, the closing price on the NYSE of our ordinary shares on June 30, 2023, the last business day of fiscal 2023. |

  107. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (3) Amounts reported assume achievement in full of performance measures under PSU and “Stretch” PSU awards. |

  108. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (4) Values reported determined by multiplying the number of unvested PSUs and “Stretch” PSUs (assuming achievement in full of performance measures) by $129.88, the closing price on the NYSE of our ordinary shares on June 30, 2023, the last business day of fiscal 2023. |

  109. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (5) The performance cycle for this award began on June 25, 2022 and ends on June 28, 2024 (the “fiscal 2023-2024 cycle”). |

  110. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (6) This award will vest, if at all, following the end of the fiscal 2023-2024 cycle, on the date the Compensation Committee certifies achievement of the applicable performance criteria. |

  111. Outstanding Equity Awards at Fiscal 2023 Year-End

    | 50 | | 2023 PROXY STATEMENT |

  112. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (7) The performance cycle for this award began on June 26, 2021 and ended on June 30, 2023 (the “fiscal 2022-2023 cycle”). |

  113. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (8) In August 2022, 100% of the shares subject to this award vested following the Compensation Committee’s certification of achievement of the performance criteria for the fiscal 2022-2023 cycle. |

  114. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (9) This RSU is scheduled to vest over a four-year period at a rate of 25% on each anniversary of the vesting commencement date, subject to continued service with us through the applicable vesting date. |

  115. Option Exercises and Shares Vested in Fiscal 2023

    Option Exercises and Shares Vested in Fiscal 2023 The following table presents information concerning the exercise of options and the vesting of stock awards in fiscal 2023 for each of our Named Officers.

  116. Option Exercises and Shares Vested in Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Seamus Grady | — | — | 93,018 | 9,450,999 | | Dr. Harpal Gill | — | — | 68,350 | 6,875,830 | | Csaba Sverha | — | — | 27,110 | 2,693,290 | | Edward T. Archer | — | — | 33,971 | 3,536,433 |

  117. Option Exercises and Shares Vested in Fiscal 2023

    | (1) The value realized on vesting was determined by multiplying (i) the number of our ordinary shares acquired upon vesting of stock-based awards, by (ii) the closing price per share of our ordinary shares on the NYSE on the applicable vesting date. |

  118. Option Exercises and Shares Vested in Fiscal 2023

    | | 2023 PROXY STATEMENT | 51 |

  119. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  120. CEO Pay Ratio

    CEO Pay Ratio As provided for by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring companies to disclose the ratio of the median employee's total annual compensation relative to total annual compensation of the CEO. For purposes of this disclosure, our CEO’s total annual compensation for fiscal 2023 was $10,527,608. We estimate that our median employee’s total annual compensation for fiscal 2023 was $8,639, making our CEO’s pay in fiscal 2023 approximately 1,219 times the pay of our median employee, who is a worker in Thailand. The pay ratio described above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K (“Item 402(u)”). The median employee was identified by determining the compensation for each employee using the following consistently applied compensation measures: (1) salary received in fiscal 2023 (annualized if employee worked only a portion of the fiscal year, including if employee was on an unpaid leave of absence during the fiscal year); (2) annual incentive bonus earned in fiscal 2023; (3) grant date fair value of equity awards granted during fiscal 2023; and (4) perquisites paid in fiscal 2023. Our calculation includes all employees in the United States, Israel, China and Thailand as of June 30, 2023, the last day of fiscal 2023. As of that date, we had 209 employees located in the United States and 14,454 employees located outside of the United States. Our employees located in the Cayman Islands and Singapore (an aggregate total of 8 employees) were excluded from the calculation under the de minimis exception provided for in Item 402(u). We applied exchange rates as of June 30, 2023 to the compensation elements paid in Israeli Shekel, Chinese Renminbi and Thai baht.

  121. Pay Versus Performance

    Pay Versus Performance As required by Section 952(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended, we are providing the following information about the relationship between executive “compensation actually paid” and certain measures of company performance for each of the last three completed fiscal years. The material that follows is provided in compliance with these rules. For information on how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review “Executive Compensation—Compensation Discussion and Analysis” above. In determining the “compensation actually paid” (CAP) to our Named Officers (NEOs), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table as the SEC’s rules for this disclosure differ from those required in the Summary Compensation Table. For our NEOs other than our principal executive officer (PEO), amounts disclosed are reported as an average.

  122. Pay Versus Performance

    | | 2023 PROXY STATEMENT | 59 |

  123. Pay Versus Performance Table

    Pay Versus Performance Table

  124. Pay Versus Performance Table

    | Fiscal Year(1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($)(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($)(8) | Company Selected Measure (Revenue) ($)(9) | | | | | | | Total Shareholder Return ($)(6) | Peer Group Total Shareholder Return ($)(7) | | | | 2023 | 10,527,608 | 16,428,208 | 5,203,532 | 7,754,768 | 218.84 | 94.58 | 247,913,000 | 2,645,237,000 | | 2022 | 9,936,955 | 7,818,062 | 4,798,154 | 3,840,220 | 140.20 | 93.59 | 200,380,000 | 2,262,224,000 | | 2021 | 7,861,070 | 13,832,541 | 5,447,900 | 7,965,580 | 160.56 | 125.54 | 148,341,000 | 1,879,350,000 |

  125. Pay Versus Performance Table

    | (1) The following table shows our PEO and non-PEO NEOs for each of the reported fiscal years. |

  126. Pay Versus Performance Table

    | | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | PEO | Seamus Grady | Seamus Grady | Seamus Grady | | Non-PEO NEOs | Dr. Harpal Gill | Dr. Harpal Gill | Dr. Harpal Gill | | | Csaba Sverha | Csaba Sverha | Csaba Sverha | | | Edward T. Archer | Edward T. Archer | Edward T. Archer | | | | | Toh-Seng Ng |

  127. Pay Versus Performance Table

    | (2) The dollar amounts reported in this column are the amounts of total compensation reported for our PEO in the “Total” column of the Summary Compensation Table for the applicable fiscal year. |

  128. Pay Versus Performance Table

    | (3) CAP does not mean that our PEO was actually paid the amounts reported in this column, but is a dollar amount derived from the starting point of total compensation reported for our PEO in the “Total” column of the Summary Compensation Table for the applicable fiscal year, as adjusted in accordance with SEC rules. For purposes of calculating CAP, the fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table. In accordance with SEC rules, the following adjustments were made to determine CAP to our PEO during each of the reported fiscal years, which consisted solely of adjustments to equity awards: |

  129. Pay Versus Performance Table

    | Adjustment Table for PEO | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation Table Total for PEO | $10,527,608 | $9,936,955 | $7,861,070 | | Subtract grant date fair value of equity awards reported in Summary Compensation Table | (7,499,721) | (7,199,814) | (5,849,946) | | Add the fair value as of the end of the covered fiscal year of equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | 8,300,501 | 5,928,712 | 7,957,763 | | Adjust for the change in fair value as of the end of covered fiscal year (from the end of the prior fiscal year) of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of covered fiscal year | 3,388,849 | (1,140,123) | 3,482,043 | | Add, for equity awards that are granted and vest in the same covered fiscal year, the fair value as of the vesting date | — | — | — | | Adjust for the change in fair value as of vesting date (from the end of the prior fiscal year) of equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | 1,710,971 | 292,332 | 381,611 | | Subtract, for equity awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the fair value as of the end of prior fiscal year | — | — | — | | Total Equity Adjustments (subtotal) | 5,900,600 | (2,118,893) | 5,971,471 | | Compensation Actually Paid to PEO | $16,428,208 | $7,818,062 | $13,832,541 |

  130. Pay Versus Performance Table

    | (4) The dollar amounts reported in this column are the average of the amounts of total compensation reported for our non-PEO NEOs in the “Total” column of the Summary Compensation Table for the applicable fiscal year. |

  131. Pay Versus Performance Table

    | 60 | | 2023 PROXY STATEMENT |

  132. Pay Versus Performance Table

    | (5) CAP does not mean that our non-PEO NEOs were actually paid the amounts reported in this column, but is a dollar amount derived from the starting point of the average total compensation reported for our non-PEO NEOs in the “Total” column of the Summary Compensation Table for the applicable fiscal year, as adjusted in accordance with SEC rules. For purposes of calculating CAP, the fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table. In accordance with SEC rules, the following adjustments were made to determine the average CAP to our non-PEO NEOs during each of the reported fiscal years, which consisted solely of adjustments to equity awards: |

  133. Pay Versus Performance Table

    | Adjustment Table for non-PEO NEOs | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Average Summary Compensation Table Total for non-PEO NEOS | $5,203,532 | $4,798,154 | $5,447,900 | | Subtract grant date fair value of equity awards reported in Summary Compensation Table | (3,224,896) | (2,999,871) | (2,892,767) | | Add the fair value as of the end of the covered fiscal year of equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | 3,569,232 | 2,470,255 | 3,805,287 | | Adjust for the change in fair value as of the end of covered fiscal year (from the end of the prior fiscal year) of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of covered fiscal year | 1,428,367 | (532,273) | 1,098,132 | | Add, for equity awards that are granted and vest in the same covered fiscal year, the fair value as of the vesting date | — | — | 110,022 | | Adjust for the change in fair value as of vesting date (from the end of the prior fiscal year) of equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | 778,533 | 103,955 | 397,006 | | Subtract, for equity awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the fair value as of the end of prior fiscal year | — | — | — | | Total Equity Adjustments (subtotal) | 2,551,236 | (957,934) | 2,517,680 | | Average Compensation Actually Paid to non-PEO NEOs | $7,754,768 | $3,840,220 | $7,965,580 |

  134. Pay Versus Performance Table

    | (6) Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year. |

  135. Pay Versus Performance Table

    | (7) The peer group used is the NASDAQ Telecommunications Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K under the Securities Exchange Act of 1934, as amended, and included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. Peer group total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year. |

  136. Pay Versus Performance Table

    | (8) The dollar amounts reported in this column are the amounts of net income reflected in our audited financial statements for the reported fiscal year. |

  137. Pay Versus Performance Table

    | (9) In our assessment, revenue is the most important financial performance measure used by Fabrinet in fiscal 2023 to link CAP to performance. The dollar amounts reported in this column are the amounts of revenue reflected in our audited financial statements for the reported fiscal year. |

  138. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures