DEF 14A of Plexus Corp, Dec 15, 2023

DEF 14A of Plexus Corp

Filed Dec 15, 2023 · FY20230001140361-23-057825

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. ELECTION OF DIRECTORS

    | | Board Recommendation | | The election of 10 directors named in the proxy statement to serve on Plexus’ board of directors for a one-year term. | FOR |

  3. ELECTION OF DIRECTORS

    Plexus currently has 11 directors, listed below, as of the Record Date. Plexus’ bylaws currently authorize up to 12 directors, as determined by the board. The Plexus board may elect directors to fill empty seats, including those created by an expansion, between meetings of shareholders.

  4. ELECTION OF DIRECTORS

    | PLEXUS’ BOARD OF DIRECTORS (AS OF RECORD DATE) | | | | Joann M. Eisenhart | Todd P. Kelsey | Paul A. Rooke | | Dean A. Foate | Randy J. Martinez | Michael V. Schrock | | Rainer Jueckstock | Joel Quadracci | Jennifer Wuamett | | Peter Kelly | Karen M. Rapp | |

  5. ELECTION OF DIRECTORS

    We would like to give special thanks to Mr. Peter Kelly, who will be retiring from the board immediately following the annual meeting. Mr. Kelly has served on Plexus’ board for nearly 19 years, leveraging his extensive experiences, including as a former Chief Financial Officer and Executive Vice President of NXP Semiconductors N.V., to provide invaluable advice and leadership to management over the course of his tenure. Board Nominees In accordance with Plexus’ bylaws, the board has set the size of the board to be 10 directors, decreased from the current board size of 11 directors, effective immediately following the annual meeting of shareholders, with such directors to serve until their successors are duly elected and qualified. The individuals who are nominated as directors, and for whom proxies will be voted unless a shareholder specifies otherwise, are named below. If any of the nominees should decline or be unable to act as a director, which is unforeseen, the proxies will be voted with discretionary authority for a substitute nominee designated by the board of directors. Each of the director nominees named below was elected at the 2023 annual meeting. Board Nominee Overview The composition of the board of directors is reviewed annually to ensure that an appropriate mix of skills, experiences and backgrounds is represented; the membership mix of the board may also be changed as necessary to meet business needs. Your board nominees offer a diverse range of skills and experience in relevant areas, as set forth in the matrix below. Unless otherwise noted, all directors have been employed in their principal occupation listed for the past five years or more. Each of the attributes identified, which together with the directors’ principal occupations and business experience, as well as the Company’s board member selection criteria, outlined in the next section, provide the reasons that each individual has been nominated to serve on the board.

  6. ELECTION OF DIRECTORS

    | | DR. JOANN M. EISENHART | | | | | | | INDEPENDENT Executive VP & Chief People Officer, The Northwestern Mutual Life Insurance Company (retired) | | | | | | | Age: 64 Tenure: 8 years Other Public Boards: 0 Committee Assignment: Compensation & Leadership Development (Chair) | SKILLS AND EXPERIENCE | | | | | | | | Global Business | | Supply Chain Management | | | | | Technology and Cybersecurity experience | | Human Capital Development and Compensation | | | | | Manufacturing Management | | Sales, Marketing or Innovation | | | | | Environmental, Social & Governance | | |

  7. ELECTION OF DIRECTORS

    Dr. Eisenhart retired as Executive Vice President and Chief People Officer at The Northwestern Mutual Life Insurance Company, a financial services and insurance provider, in 2019. Prior thereto, she served as Senior Vice President – Human Resources, Facilities and Philanthropy at Northwestern Mutual from 2013 until 2018, and as Senior Vice President – Human Resources since 2011. Dr. Eisenhart previously served as Senior Vice President – Human Resources at Pfizer Inc., a global biopharmaceutical company, and held various leadership positions at Rohm and Haas Company, a manufacturer of specialty chemicals. She earned a B.S. in Chemistry from the University of Illinois at Urbana-Champaign and a Ph.D. in Inorganic Chemistry from the University of Wisconsin-Madison. She also earned an M.A. and a Ph.D. in Human and Organizational Development from Fielding Graduate University.

  8. ELECTION OF DIRECTORS

    | | DEAN A. FOATE | | | | | | | CHAIR OF THE BOARD President & CEO, Plexus Corp. (retired) | | | | | | | Age: 65 Tenure: 23 years (10 as Chairman) Other Public Boards: 0 | SKILLS AND EXPERIENCE | | | | | | | | Public Company CEO/COO | | Manufacturing Management | | | | | Financial and Accounting | | Supply Chain Management | | | | | Global Business | | Human Capital Development and Compensation | | | | | Technology and Cybersecurity experience | | Sales, Marketing or Innovation | | | | | Environmental, Social & Governance | | |

  9. ELECTION OF DIRECTORS

    Mr. Foate is not an independent director and therefore is not eligible for membership on a Board committee under Nasdaq rules or the committees’ charters. Mr. Foate has served as Plexus’ Chairman of the Board since 2013. Mr. Foate retired as President and Chief Executive Officer of Plexus in 2016 after serving in such roles since 2002. He joined Plexus in 1984 and held various other executive roles, including prior services as its Chief Operating Officer. He was director of Regal Rexnord Corporation, a manufacturer of electric motors, electrical motion controls, power generation and power transmission products, as well as a member of its Corporate Governance & Director Affairs Committee, until 2021. Mr. Foate earned a B.S. in Electrical and Computer Engineering from the University of Wisconsin-Madison and a Master of Science in Engineering Management from the Milwaukee School of Engineering.

  10. ELECTION OF DIRECTORS

    | | RAINER JUECKSTOCK | | | | | | | INDEPENDENT Executive VP, Tenneco Inc. (retired) | | | | | | | Age: 64 Tenure: 10 years Other Public Boards: 0 Committee Assignment: Audit (Chair) | SKILLS AND EXPERIENCE | | | | | | | | Public Company CEO/COO | | Manufacturing Management | | | | | Financial and Accounting | | Supply Chain Management | | | | | Global Business | | Human Capital Development and Compensation | | | | | Technology and Cybersecurity experience | | Sales, Marketing or Innovation | | | | | Environmental, Social & Governance | | |

  11. ELECTION OF DIRECTORS

    Mr. Jueckstock retired as Executive Vice President of Tenneco Inc., a producer of automotive emission control and ride control products and systems, in March 2023, serving in such role since 2018 when Tenneco acquired Federal-Mogul Corporation, an automotive and industrial equipment supplier. Mr. Jueckstock also served as President of Federal-Mogul Powertrain from 2018 until his retirement, after having served as its Chief Executive Officer since 2012. Prior to the acquisition of Federal-Mogul, he also served as co-Chief Executive Officer and as a director since 2012, and as co-Chairman of the Board since 2015. Before joining Federal-Mogul, he was a member of the German Military. Mr. Jueckstock earned a degree in Engineering from the Military College at Zittau, Germany.

  12. ELECTION OF DIRECTORS

    | | TODD P. KELSEY | | | | | | | NON-INDEPENDENT CEO, Plexus Corp. | | | | | | | Age: 58 Tenure: 7 years Other Public Boards: 1 | SKILLS AND EXPERIENCE | | | | | | | | Public Company CEO/COO | | Manufacturing Management | | | | | Financial and Accounting | | Supply Chain Management | | | | | Global Business | | Human Capital Development and Compensation | | | | | Technology and Cybersecurity experience | | Sales, Marketing or Innovation | | | | | Environmental, Social & Governance | | |

  13. ELECTION OF DIRECTORS

    Mr. Kelsey has served as Chief Executive Officer of Plexus since 2016 and served as President from 2016 to 2022. He was previously Plexus’ Executive Vice President and Chief Operating Officer from 2013 until 2016, and its Executive Vice President – Global Customer Services prior thereto. Mr. Kelsey joined Plexus in 1994 as a Design Engineer in the Company’s Engineering Solutions Group, and has held various other positions with increasing responsibility since that time, including Senior Vice President – Global Customer Services and Senior Vice President –Engineering Solutions. He is also a director of Steelcase Inc., a global provider of workplace products, furnishings and services, as well as the chair of its Audit Committee. Mr. Kelsey earned a B.S. and a M.S. in electrical engineering from the University of Wisconsin-Madison and an M.B.A. from the University of Wisconsin-Oshkosh.

  14. ELECTION OF DIRECTORS

    | | RANDY J. MARTINEZ | | | | | | | INDEPENDENT President & CEO, MTS Systems Corp. (retired) | | | | | | | Age: 68 Tenure: 2 years Other Public Boards: 0 Committee Assignment: Audit Governance & Sustainability | SKILLS AND EXPERIENCE | | | | | | | | Public Company CEO/COO | | Manufacturing Management | | | | | Financial and Accounting | | Supply Chain Management | | | | | Global Business | | Human Capital Development and Compensation | | | | | Technology and Cybersecurity experience | | Sales, Marketing or Innovation | | | | | Environmental, Social & Governance | | |

  15. ELECTION OF DIRECTORS

    Mr. Martinez served as President and Chief Executive Officer of MTS Systems Corporation, a leading global supplier of advanced test systems, motion simulators and precision sensors, until 2021. Prior thereto, Mr. Martinez served in several leadership roles at AAR Corporation, a provider of aviation services to the worldwide commercial aviation and aerospace & defense industries, including President & CEO of the Airlift Group and Group Vice President, Aviation Services. Mr. Martinez served with distinction in the U.S. Air Force for 21 years, retiring as a Colonel and Command Pilot and having held a wide variety of leadership roles, including command and senior staff positions. Mr. Martinez also holds Master of Science degrees from the University of Arkansas and the National Defense University.

  16. ELECTION OF DIRECTORS

    | | JOEL QUADRACCI | | | | | | | INDEPENDENT Chairman, President & CEO, Quad/Graphics, Inc | | | | | | | Age: 54 Tenure: 3 year Other Public Boards: 1 Committee Assignment: Compensation & Leadership Development Governance & Sustainability | SKILLS AND EXPERIENCE: | | | | | | | | Public Company CEO/COO | | Manufacturing Management | | | | | Financial and Accounting | | Supply Chain Management | | | | | Global Business | | Human Capital Development and Compensation | | | | | Technology and Cybersecurity experience | | Sales, Marketing or Innovation | | | | | Environmental, Social & Governance | | |

  17. ELECTION OF DIRECTORS

    Mr. Quadracci has served as the Chairman, President and Chief Executive Officer of Quad/Graphics, Inc., a worldwide marketing solutions partner, since 2010. Mr. Quadracci joined Quad in 1991 and, prior to assuming his current role, served in various other positions with increasing responsibility, including Senior Vice President of Sales & Administration and President and Chief Operating Officer. Mr. Quadracci received a B.A. in Philosophy from Skidmore College in 1991.

  18. ELECTION OF DIRECTORS

    | | KAREN M. RAPP | | | | | | | INDEPENDENT Executive VP, CFO & Treasurer, National Instruments Corp. (retired) | | | | | | | Age: 56 Tenure: 5 years Other Public Boards: 1 Committee Assignment: Audit Compensation & Leadership Development | SKILLS AND EXPERIENCE | | | | | | | | Financial and Accounting | | Supply Chain Management | | | | | Global Business | | Human Capital Development and Compensation | | | | | Sales, Marketing or Innovation | | Technology and Cybersecurity | | | | | Environmental, Social experience& Governance | | Manufacturing Management |

  19. ELECTION OF DIRECTORS

    Ms. Rapp retired as Executive Vice President and Chief Financial Officer of National Instruments Corp., a producer of automated test equipment and virtual instrumentation software, in May 2023. Ms. Rapp also previously served as National Instruments' Treasurer. Prior thereto, she served as the Senior Vice President of Corporate Development at NXP Semiconductors N.V., a global semiconductor company and a long-standing supplier in the industry, where she led the integration efforts for the NXP/Freescale Semiconductor, Ltd. merger, from 2015 to 2017. Prior to the merger, Ms. Rapp held several leadership positions at Freescale with increasing responsibility, including Vice President and Chief Information Officer, Director of Operations and Finance, Global Sales and Marketing, Director of Finance, Supply Chain, and Director of Finance, Continuous Development. Ms. Rapp is also a director of Microchip Technology Incorporated, a leading provider of smart, connected and secure embedded control solutions, as well as a member of its Audit Committee. Ms. Rapp holds an M.B.A from The University of Texas at Austin and a B.S. in Finance from Northern Illinois University.

  20. ELECTION OF DIRECTORS

    | | PAUL A. ROOKE | | | | | | | INDEPENDENT Chairman & CEO, Lexmark International, Inc. (retired) | | | | | | | Age: 65 Tenure: 6 years Other Public Boards: 0 Committee Assignment: Governance & Sustainability (Chair) | SKILLS AND EXPERIENCE | | | | | | | | Public Company CEO/COO | | Manufacturing Management | | | | | Financial and Accounting | | Supply Chain Management | | | | | Global Business | | Human Capital Development and Compensation | | | | | Technology and Cybersecurity experience | | Sales, Marketing or Innovation | | | | | Environmental, Social & Governance | | |

  21. ELECTION OF DIRECTORS

    Mr. Rooke retired as Chairman and Chief Executive Officer, as well as a director, of Lexmark International, Inc., a provider of document imaging and enterprise software solutions, in 2016. Mr. Rooke also previously served as President of Lexmark. Prior to becoming President and CEO of Lexmark in 2010, he held several leadership positions with increasing responsibility, including Executive Vice President and President, Imaging Solutions, Executive Vice President and President, Printing Solutions and Services, and Vice President and President, Business Printer. Mr. Rooke holds an M.B.A. from the University of Kentucky and a B.S. in Mechanical Engineering from the University of Michigan.

  22. ELECTION OF DIRECTORS

    | | MICHAEL V. SCHROCK | | | | | | | INDEPENDENT LEAD DIRECTOR Senior Advisor & Operating Consultant, Oak Hill Capital Partners | | | | | | | Age: 70 Tenure: 17 years (9 as Lead Director) Other Public Boards: 1 Committee Assignment: Compensation & Leadership Development | SKILLS AND EXPERIENCE | | | | | | | | Public Company CEO/COO | | Manufacturing Management | | | | | Financial and Accounting | | Supply Chain Management | | | | | Global Business | | Human Capital Development and Compensation | | | | | Technology and Cybersecurity experience | | Sales, Marketing or Innovation | | | | | Environmental, Social & Governance | | |

  23. ELECTION OF DIRECTORS

    Mr. Schrock, who has served as the Lead Director of Plexus’ board since 2013, has served as a Senior Advisor and Operating Consultant to Oak Hill Capital Partners, a private equity firm, since 2014. Prior thereto, he served as President and Chief Operating Officer at Pentair plc, a global water, fluid, thermal management, and equipment protection company. Mr. Schrock also serves as Chairman of the Board of Directors of Atkore International Group Inc., a manufacturer of electrical raceway products and mechanical products and solutions; he is also the chair of Atkore’s Executive Committee. Mr. Schrock earned a B.S. from Bradley University and an M.B.A. from Northwestern University, Kellogg School of Management. Mr. Schrock served as a director of MTS Systems Corporation, a global supplier of high performance test systems and position sensors, from 2014 to 2021.

  24. ELECTION OF DIRECTORS

    | | JENNIFER WUAMETT | | | | | | | INDEPENDENT Executive VP, General Counsel, Corporate Secretary & Chief Sustainability Officer, NXP Semiconductors N.V. | | | | | | | Age: 58 Tenure: 1 Other Public Boards: 0 Committee Assignment: Governance & Sustainability Compensation & Leadership Development | SKILLS AND EXPERIENCE | | | | | | | | Global Business | | Supply Chain Management | | | | | Technology and Cybersecurity experience | | Human Capital Development and Compensation | | | | | Environmental, Social& Governance | | Financial and Accounting | | | | | Manufacturing Management | | |

  25. ELECTION OF DIRECTORS

    Jennifer Wuamett is Executive Vice President, General Counsel, Corporate Secretary and Chief Sustainability Officer of NXP Semiconductors N.V., a global semiconductor company and a long-standing supplier in the industry, since 2015. In this role, she is responsible for worldwide legal, governance, compliance and intellectual property matters for NXP. Ms. Wuamett is also responsible for oversight of NXP’s ESG and risk programs. Ms. Wuamett has over two decades of experience in the electronics industry. Jennifer joined NXP in 2015 with the merger of Freescale Semiconductor, Ltd., to become NXP’s deputy general counsel and chief intellectual property officer. Before joining NXP, she was Freescale’s General Counsel and Chief Intellectual Property Officer. Prior to joining Freescale, Ms. Wuamett worked for Motorola’s legal department starting in 1997 and served in a variety of roles of increasing responsibility, with a focus on intellectual property and complex transactions. Before joining Motorola, Ms. Wuamett was an attorney in private practice with the law firm Quarles & Brady.

  26. DIRECTOR COMPENSATION FOR FISCAL 2023

    DIRECTOR COMPENSATION FOR FISCAL 2023

  27. DIRECTOR COMPENSATION FOR FISCAL 2023

    | | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Other Benefits(3) | Total | | Joann M. Eisenhart | $100,000 | $167,751 | — | $267,751 | | Dean A. Foate | $250,000 | $167,751 | $28,537 | $446,288 | | Rainer Jueckstock | $100,000 | $167,751 | — | $267,751 | | Peter Kelly(4) | $90,000 | $167,751 | — | $257,751 | | Randy J. Martinez | $90,000 | $167,751 | — | $257,751 | | Joel Quadracci | $90,000 | $167,751 | — | $257,751 | | Karen M. Rapp | $90,000 | $167,751 | — | $257,751 | | Paul A. Rooke | $100,000 | $167,751 | — | $267,751 | | Michael V. Schrock | $120,000 | $167,751 | — | $287,751 | | Jennifer Wuamett | $67,500 | — | — | $67,500 |

  28. DIRECTOR COMPENSATION FOR FISCAL 2023

    | 1 | Includes annual retainer, committee and chair fees and, in the case of Mr. Schrock, his fee for serving as Lead Director of the board. For Mr. Foate, this amount reflects his retainer for serving as Non-Executive Chair. Ms. Wuamett’s appointment to the board was approved by shareholders on February 15, 2023, and her amount reflects the fees earned through the remainder of the fiscal year. |

  29. DIRECTOR COMPENSATION FOR FISCAL 2023

    | 2 | The amounts shown represent the grant date fair value of RSUs granted in fiscal 2023 computed in accordance with Accounting Standards Codification Topic 718. Generally accepted accounting principles (“GAAP”) require us to determine compensation expense for stock related awards granted to our directors based on the estimated fair value of the equity instrument at the time of grant. Compensation expense is recognized over the vesting period. The assumptions used to determine the valuation of the awards are discussed in footnote 9 to our consolidated financial statements. |

  30. DIRECTOR COMPENSATION FOR FISCAL 2023

    On January 30, 2023, each then-serving non-employee director was granted RSUs for 1,821 shares, with a grant date fair value of $175,000. These RSUs remained unvested as of September 30, 2023. The number of RSUs granted was determined by dividing $175,000 by the average closing price of our shares on the Nasdaq Global Select Market during the 90 calendar day period ended December 1, 2022, which was $96.12. The grant date fair value is below $175,000 because the closing price of our shares on the grant date was $92.12.

  31. DIRECTOR COMPENSATION FOR FISCAL 2023

    | 3 | Includes the following amounts paid to Mr. Foate: $27,954 for the Company car benefit and $583 for the phone benefit, each as offered to Mr. Foate as a part of the Transition Agreement discussed above. The other non-employee directors do not generally receive any additional benefits, although they are reimbursed for their actual expenses of attending board, committee and shareholder meetings, as well as one external educational seminar per year. |

  32. DIRECTOR COMPENSATION FOR FISCAL 2023

    | 4 | Mr. Kelly will be retiring from the Board as of the annual meeting date. |

  33. DIRECTOR COMPENSATION FOR FISCAL 2023

    Director Fees and Arrangements The Governance Committee of the board of directors recommends, subject to board approval, compensation paid to non-employee directors, including equity awards under Company plans. In determining the compensation paid to the non-employee directors, the Governance Committee considers similar types of factors, including comparisons with the peer companies discussed below and Company performance that are considered by the Compensation Committee when determining executive compensation. The Governance Committee aims to set the compensation level of our directors and the Non-Executive Chair near the median of peer and market comparisons. Non-employee director compensation is reviewed at least biennially. As part of the most recent review of the non-employee director compensation program in fiscal 2023, the Governance Committee recommended, and the board approved, an increase in director base compensation upon review of peer and market data and in consultation with Exequity. As a result, beginning January 1, 2024, each non-employee director will be compensated per the tables below.

  34. DIRECTOR COMPENSATION FOR FISCAL 2023

    | | 2023 | 2024 | | Board Retainer(1) | $90,000 | $100,000 | | Non-Executive Chair Retainer | $250,000 | $260,000 | | Lead Director Retainer | $120,000 | $130,000 | | RSU Grant | $175,000 | $190,000 |

  35. DIRECTOR COMPENSATION FOR FISCAL 2023

    1Mr. Foate and Mr. Schrock do not receive the Board Retainer.

  36. DIRECTOR COMPENSATION FOR FISCAL 2023

    | | AUDIT COMMITTEE | | COMPENSATION COMMITTEE | | GOVERNANCE COMMITTEE | | | | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | | Committee Chair Retainer | $10,000 | $10,000 | $10,000 | $10,000 | $10,000 | $10,000 |

  37. DIRECTOR COMPENSATION FOR FISCAL 2023

    In certain circumstances directors may be reimbursed for attending educational seminars or, in each individual’s capacity as a director, other meetings at Plexus’ behest. Directors do not receive board or committee meeting attendance fees. For Mr. Foate’s service as Non-Executive Chair, he currently receives an annual retainer as reflected above, which was determined based upon a review of market and peer group practices, and he is eligible to receive an annual equity grant at least equal to the grants made to the Company’s other non-employee directors. In accordance with the Transition Agreement, Mr. Foate was eligible to participate in the Company’s executive car and phone programs, and he and his dependents are also eligible to participate in the Company’s health plan until he reaches age 65, subject to his payment of the required premiums. These health plan benefits expired on October 2, 2023. Mr. Foate is otherwise compensated in accordance with Plexus’ policies for non-employee directors. Stock Ownership Guidelines & Stock Compensation for Directors Plexus believes that it is important for directors to maintain an equity stake in Plexus to further align their interests with those of our shareholders. Therefore, directors must comply with stock ownership guidelines as determined by the board. The ownership guidelines currently require each director to own and maintain shares of common stock with a value equal to at least five times the director’s annual base cash retainer. The required ownership must be achieved within five years from the director’s initial election or appointment. Restricted stock (including RSUs) that has yet to vest does not count toward a director’s ownership for purposes of these guidelines. Eight of our ten non-employee directors are currently in compliance with the ownership requirements of the guidelines. Mr. Martinez has until 2026 and Ms. Wuamett has until 2027 to meet these requirements, and each may not sell shares of Plexus common stock until ownership requirements are met. Stock ownership guidelines for executives are discussed in “Compensation Discussion and Analysis—Elements and Analysis of Direct Compensation—Equity Ownership Guidelines.” For information regarding the Company’s anti-hedging and anti-pledging policy, which is applicable to directors as well as executive officers and other employees, see “Compensation Discussion and Analysis—Elements and Analysis of Director Compensation—Anti-Hedging and Anti-Pledging Policy.” Directors participate in the 2016 Omnibus Incentive Plan (the “Incentive Plan”), which permits the grant of stock options, stock appreciation rights (“SARs”), restricted stock, which may be designated as restricted stock shares or RSUs, performance stock awards (which may be settled in cash or stock and designated as performance stock shares or performance stock units (“PSUs”)), other stock awards and cash incentive awards. The Incentive Plan provides for an annual cap on the amount of awards to individual non-employee directors. The use of equity awards is designed to align directors’ interests with the long-term ownership interests of our shareholders. In the second quarter of fiscal 2023, each non-employee director serving on the grant date received a grant of RSUs worth approximately $175,000. The number of RSUs granted was determined based on the average closing price of the Company’s stock during the 90 calendar day period ended December 1, 2022. The restrictions on the RSUs generally lapse on the first anniversary of the grant date. If the 2024 Plan as presented at the annual meeting is approved by shareholders, then subsequent grants of equity awards to our directors will be made under that plan. Director Participation in Deferred Compensation Plan Directors are eligible to defer their cash fees, as well as stock awards (excluding options), through the Non-Employee Directors Deferred Compensation Plan. Amounts in deferred cash accounts are credited with interest, compounded monthly, at the prime rate of interest, which is determined quarterly. Directors were previously eligible to defer their cash fees through Plexus’ supplemental executive retirement plan, which is described in “Compensation Discussion and Analysis” below.

  38. COMPENSATION DISCUSSION & ANALYSIS

    | Our continued success depends on our ability to attract, motivate, and retain critical talent dedicated to our long-term strategy. The Compensation Committee (in this section, the “Committee”) of the board of directors sets the general compensation philosophy for Plexus and ensures appropriate controls are in place to govern its application. The Committee makes decisions with respect to the compensation of the Chief Executive Officer (the “CEO”) and the Company’s other executive officers, and grants equity and other awards. This section discusses the Committee’s executive compensation philosophy and key decisions designed to align pay to performance that drives shareholder value, in each case as they relate to the Company’s named executive officers. Plexus provides further detail | NAMED EXECUTIVE OFFICERS FOR FISCAL 2023 | | | Todd P. Kelsey Chief Executive Officer Patrick J. Jermain Executive VP & Chief Financial Officer Steven J. Frisch President & Chief Strategy Officer Oliver Mihm Executive VP & Chief Operating Officer Angelo M. Ninivaggi Executive VP, Chief Administrative Officer, General Counsel & Secretary |

  39. FISCAL 2023 COMPENSATION ACTIONS

    | • | The Committee performed a review of the peer group that we use to benchmark compensation in fiscal 2023 but did not make any changes for fiscal 2024 compensation planning purposes, as discussed below in “Elements & Analysis of Direct Compensation - Use of Peer Companies.” |

  40. FISCAL 2023 COMPENSATION ACTIONS

    | • | Under the Committee’s equity allocation formula for fiscal 2023, annual equity awards to executive officers were granted as 50% PSUs and 50% RSUs. The equity grant allocation formula is intended to further strengthen the alignment of shareholders’ and executives’ interests, retain executive talent, and motivate our executives to succeed long-term. Consistent with prior years, PSUs granted in 2023 are weighted 50% on total shareholder return (“TSR”) and 50% on average economic return, which we define as the difference between return on invested capital (“ROIC”) and weighted average cost of capital (“WACC”). |

  41. FISCAL 2023 COMPENSATION ACTIONS

    | • | Average economic return for the three year performance period that ended at the conclusion of fiscal 2023 was 3.8%. As a result, the portion of the PSUs granted in 2021 that vested based on economic return performance paid out at 153.2% of target. |

  42. FISCAL 2023 COMPENSATION ACTIONS

    | • | Based on fiscal 2023 performance, total payments to named executive officers under all components of the VICP represented 146-153% of the target payout, with corporate financial performance representing 140% as compared to the target payout of 80% for such performance. |

  43. FISCAL 2023 COMPENSATION ACTIONS

    | • | In early fiscal 2024, the Committee approved the adoption of a new equity incentive plan which, if approved by our shareholders, will replace our existing equity plan effective as of the date of the annual meeting. Additional information about the new equity plan can be found below in “Proposal 4 - Approval of The Plexus Corp. 2024 Omnibus Incentive Plan.” |

  44. FISCAL 2023 COMPENSATION ACTIONS

    | WHAT WE DO | | WHAT WE DON’T DO | | | ✔ | Base a majority of total compensation on compensation that is at risk through our annual and long-term performance-based and retention incentives | ✘ | Have excise tax gross-up provisions in any change in control agreements or compensation programs | | ✔ | Set annual and long-term incentive targets based on clearly disclosed, objective performance measures | ✘ | Enter into employment contracts with executives other than our CEO | | ✔ | Conduct annual assessments of risk associated with our executive compensation programs, policies and procedures | ✘ | Permit hedging transactions, pledging and short sales by our executive officers | | ✔ | Mitigate undue risk associated with our compensation programs through a Clawback Policy | | | | ✔ | Enter into “double trigger” change in control agreements with executive officers | | |

  45. OTHER COMPENSATION AND GOVERNANCE PRACTICES & POLICIES

    | • | The Committee uses outside compensation consultants to assist it in analyzing Plexus’ compensation programs and in determining appropriate levels of compensation and benefits. |

  46. OTHER COMPENSATION AND GOVERNANCE PRACTICES & POLICIES

    | • | The Company provides appropriate funding, as determined by the Committee, for the payment of compensation to any compensation consultant employed by the Committee. |

  47. OTHER COMPENSATION AND GOVERNANCE PRACTICES & POLICIES

    | • | During fiscal 2023, the Committee retained Exequity LLP (“Exequity”) as its compensation consultant. After considering the factors set forth in SEC and Nasdaq rules, in accordance with its charter, the Committee concluded that its relationships with Exequity has not given rise to any conflict of interest. |

  48. OTHER COMPENSATION AND GOVERNANCE PRACTICES & POLICIES

    | • | Exequity’s services to the Committee relating to fiscal 2023 included, among other things, providing perspective on current trends and developments in executive and director compensation as well as analysis of benchmarking data and confirmation of our peer group composition. All executive compensation services provided by Exequity were conducted under the direction or authority of the Committee, and all work performed by Exequity was pre-approved by the Committee. |

  49. OTHER COMPENSATION AND GOVERNANCE PRACTICES & POLICIES

    | • | Decisions regarding the compensation of the CEO are made in executive sessions at which the Committee members participate with Exequity to review competitive practices and overall compensation expense; the CEO and management are not present for these discussions. The sessions generally focus on the CEO’s performance achievement and the elements of CEO compensation. The Committee discusses and reviews materials comparing the CEO’s compensation to peer group and survey data as well as Plexus’ overall performance relative to competitors and companies in our peer group. Materials presented also include a pay comparison of the CEO to our other executive officers and a review of the CEO’s vested and unvested equity grants, as well as accumulated value, in an effort to assess possible retention risks. |

  50. PERFORMANCE MEASURES INTENDED TO MAXIMIZE SHAREHOLDER VALUE

    PERFORMANCE MEASURES INTENDED TO MAXIMIZE SHAREHOLDER VALUE The Company continues to emphasize annual and long-term incentive opportunities as a portion of total compensation since they are performance-based, represent compensation that is at risk, promote the creation of shareholder value and are intended to align the interests of executive officers with those of our shareholders. The Committee and the Company believe that shareholder value is maximized through revenue growth and generating a ROIC that exceeds the Company’s WACC. We refer to the amount of excess return when comparing these measures as economic return. The importance of achieving revenue growth and economic return goals has been emphasized by making a substantial component of each executive officer’s compensation dependent on the Company’s achievement of these goals, with executives maximizing their annual incentive compensation opportunity if the Company achieves its organic revenue growth and economic return goals. Within our long term incentive plan we use economic return as a performance measure for PSUs. Relative TSR is also used as a performance measure for PSUs. The Committee believes it is important to balance absolute and relative measures in an effort to account for both internal and external influences on Company performance. The performance measures used by the Company’s annual and long-term incentive plans are described further in the “Elements and Analysis of Direct Compensation.”

  51. PERFORMANCE MEASURES INTENDED TO MAXIMIZE SHAREHOLDER VALUE

    | MEASURE | PLAN | PAYMENT | PURPOSE | | Revenue Growth | Annual – VICP | Cash | Revenue growth is the result of a sound strategy effectively executed and increases shareholder value when combined with economic return. | | ROIC | Annual – VICP | Cash | We deliver economic return by driving improvements in ROIC through a combination of operating margin performance and prudent capital investment. | | Economic Return | Long-term PSU | Equity | Delivering economic return over the long-term generates shareholder wealth and mitigates short-termism. | | Relative TSR | Long-term PSU | Equity | Relative TSR is an appropriate performance metric primarily because it is objectively determinable, provides rewards that are aligned to relative performance through varying economic cycles and reflects the delivery of value to shareholders. |

  52. PERFORMANCE MEASURES INTENDED TO MAXIMIZE SHAREHOLDER VALUE

    Finally, the Committee recognizes that certain non-financial goals are important to position the Company for sustainable long-term success. The Committee works with management to identify these goals, which often comprise personal objectives under the VICP. These goals could include execution metrics, important system and process improvements, talent development priorities, and ESG initiatives, amongst others. Below are illustrations of the performance of our compensation program measures and their relationship to creating shareholder value. To drive value, both growth and economic return are critical. Plexus uses the following compensation reward components, which work together to create competitive compensation arrangements for our executive officers. Greater detail is described in “Elements & Analysis of Direct Compensation.”

  53. PERFORMANCE MEASURES INTENDED TO MAXIMIZE SHAREHOLDER VALUE

    | PAY ELEMENT | DESCRIPTION | PAYOUT MEDIUM, TIMING AND AMOUNT | | Base Salary (Fixed) | Market competitive base salary reflecting knowledge, skills, experience, responsibility, potential, and performance | Paid in Cash Paid Currently Fixed Amount | | Annual Incentive (Variable) | Cash incentive based on the achievement of annual Company financial metrics (40% revenue growth, 40% ROIC) and personal objectives (20%) | Paid in Cash Paid Annually 0%-200% of Target | | Long-Term Incentive (Variable) | 25% PSUs based on TSR | Paid in Equity Paid After Three Year Performance Vesting Period 0%-200% of Target (for grants prior to fiscal 2021) or 0%-150% of Target (for grants in fiscal 2021 and ongoing) | | | 25% PSUs based on economic return | Paid in Equity Paid After Three Year Performance Vesting Period 0%-200% of Target | | | 50% Restricted Stock Units | Paid in Equity Paid After Three Year Vesting Period |

  54. PERFORMANCE MEASURES INTENDED TO MAXIMIZE SHAREHOLDER VALUE

    Plexus also offers other reward components to competitively compensate our employees:

  55. PERFORMANCE MEASURES INTENDED TO MAXIMIZE SHAREHOLDER VALUE

    | • | Health and Welfare Benefits: to promote the health and well-being of our employees and families, such as health and life insurance. |

  56. PERFORMANCE MEASURES INTENDED TO MAXIMIZE SHAREHOLDER VALUE

    | • | Retirement Plans: to help our employees plan for their retirement. In addition to a 401(k) Plan, the Company also provides a supplemental executive retirement plan under which certain executives may elect to defer compensation; the Company also makes additional contributions on their behalf. |

  57. PERFORMANCE MEASURES INTENDED TO MAXIMIZE SHAREHOLDER VALUE

    | • | Agreements: Only our current Chief Executive Officer has an employment agreement, which is intended to help assure the continuing availability of his services over a period of time and protect the Company from competition post-employment. All executive officers have change in control agreements to help assure that they will not be distracted by personal interests in the case of a potential acquisition of Plexus. The change in control agreements utilize a double trigger and do not include excise tax gross-up provisions. |

  58. PERFORMANCE MEASURES INTENDED TO MAXIMIZE SHAREHOLDER VALUE

    Elements & Analysis of Direct Compensation

  59. OVERVIEW OF DIRECT COMPENSATION

    | • | An internal calibration of base compensation as well as short-term and long-term award levels; |

  60. OVERVIEW OF DIRECT COMPENSATION

    In performing these analyses, the Committee uses tally sheets, which incorporate these factors to provide a comprehensive view of Plexus’ total compensation for each executive and payout exposure under various performance scenarios. When determining the competitive target compensation for each executive, the Committee uses comparable pay information as a point for reference. Through this form of benchmarking, the Committee does not aim for any particular numerical or percentage tests as compared to peer company data or surveys; however, it generally views the 50th percentile of market data as a reasonable comparison and uses its judgment following the review of multiple data points to arrive at individual pay determinations. In that consideration, the Committee discusses total compensation (including outstanding equity awards) for all executive officers, the level of experience and leadership each provides, and financial and personal performance results. The Committee seeks to properly position the total target direct compensation of the Company’s executive officers and to balance different types of compensation (including equity) in order to promote retention and strong Company performance. The Committee believes this approach results in a comprehensive and thoughtful compensation review process because it allows the Committee to use discretion when appropriate in responding to particular circumstances. The Committee intends to continue these practices in the future. Use of Peer Companies For compensation planning purposes, the Committee has constructed a peer group in order to compare the compensation of Plexus’ executive officers with that paid by other companies. Companies were chosen for the peer group using filtering criteria such as:

  61. OVERVIEW OF DIRECT COMPENSATION

    The Committee has established a group of peer companies for comparison purposes using the selection criteria discussed above. The Committee conducts reviews of the peer group and selection criteria on a periodic basis to ensure that both are appropriate. During fiscal 2022, the Committee, with the assistance of Exequity, made adjustments to the peer group for fiscal 2023 compensation planning purposes. Using the selection criteria above, Triumph Group, Inc. and TTM Technologies, Inc. were removed. Triumph Group, Inc. was removed due to a series of divestitures while TTM Technologies, Inc. was removed due to overall business fit. Parsons Corporation was added primarily due to comparable size as well as its alignment with financial selection criteria. Another review of the peer group was completed in fiscal 2023 for fiscal 2024 compensation planning but no changes were made. The peer group for fiscal 2023 and fiscal 2024 compensation planning consisted of the companies set forth in the table below.

  62. PEER GROUP FOR SETTING 2023 AND 2024 PAY

    PEER GROUP FOR SETTING 2023 AND 2024 PAY

  63. PEER GROUP FOR SETTING 2023 AND 2024 PAY

    | Amkor Technology, Inc. | Flex Ltd. | Sanmina Corporation | | Benchmark Electronics, Inc. | Jabil Inc. | Teledyne Technologies Inc. | | Bruker Corporation | Keysight Technologies, Inc. | Trimble Inc. | | Celestica Inc. | Moog Inc. | Vishay Intertechnology, Inc. | | CommScope Holding Company, Inc. | Parsons Corporation | Waters Corporation | | Curtiss-Wright Corporation | Regal Rexnord Corporation | | | Fabrinet | Revvity, Inc. (formerly known as PerkinElmer, Inc.) | |

  64. DISTRIBUTION OF PAY COMPONENTS

    DISTRIBUTION OF PAY COMPONENTS The Committee believes that a majority of executive compensation should be at risk and that the CEO’s percentage at risk should be the highest. VICP targets for the named executive officers other than Mr. Kelsey ranged from 70% to 90% of base salary in fiscal 2023, with the opportunity to earn cash incentives beyond those levels if Plexus exceeded its targeted financial goals. In the case of Mr. Kelsey, the VICP target as a percentage of base salary was 135% in fiscal 2023, reflecting his overall greater responsibility for the Company. In fiscal 2023, long-term incentives for executive officers were granted in the form of: (i) RSUs that vest based on continued service, which promotes a long-term ownership mentality; and (ii) PSUs, which represent compensation that is at risk since these awards will be forfeited if performance is below a threshold level. Except in the case of promotions or other special circumstances, compensation adjustments and equity awards for executive officers are targeted for implementation in the second quarter of each fiscal year to align with the Company’s internal performance management cycle and changes to the compensation of its other non-executive employees. The Committee considers both individual and Company performance in making these determinations and believes that this timing forges a strong link between performance and pay. The resulting total targeted direct compensation mix used for fiscal 2023 for Mr. Kelsey and the average for the other named executive officers is illustrated in the charts below:

  65. BASE SALARY

    | • | Compensation data from our peer group; |

  66. BASE SALARY

    | • | An in-depth total rewards analysis with comparisons to peer group and survey data; and |

  67. BASE SALARY

    | • | Competitive Adjustments. If executive officer salaries fall out of alignment with the competitive median range of our peer group and survey data, we consider changing the salaries to a more competitive level. Competitive adjustments may take place over a multi-year period and may depend on individual performance. |

  68. BASE SALARY

    2023 Base Salary Adjustments Base salary adjustments for 2023 were approved by the Committee in December 2022 for all executive officers. When considering compensation adjustments, the Company has placed a greater emphasis on annual and long-term incentive opportunities, as opposed to base salary, since they are performance-based, represent compensation that is at risk, promote the creation of shareholder value and are intended to further align the interests of executive officers with those of our shareholders. Our CEO’s base salary is higher than those of our other executive officers because of the more extensive and challenging duties and responsibilities associated with that position. In addition, the CEO’s total compensation is more heavily weighted toward performance-based compensation when compared to the total compensation of our other executive officers. For 2023, Mr. Kelsey’s base salary was set at $1,100,000 which represented an increase of 6.8% from his previous salary. The base salary for Mr. Kelsey is positioned near the median of peer group and market comparisons. Increases for our other named executive officers varied from 4.0% to 10.4%. Base salary increases for 2023 for these named executive officers represented a combination of competitive adjustments and merit increases. Variations between these named executive officers reflected competitive conditions and the Committee’s view of the named executive officers’ duties, responsibilities and performance. The Committee believed that base salaries for those named executive officers were appropriately aligned with peer group and market comparisons, and were awarded based on individual performance. Presented below are the 2023 base salaries and percentage increases as compared to the prior year for our named executive officers:

  69. ANNUAL INCENTIVE COMPENSATION (AT RISK)

    ANNUAL INCENTIVE COMPENSATION (AT RISK) The VICP provides annual cash incentives to approximately 4,400 participants, including all of our executive officers. The award opportunity levels for each participant are expressed as a percentage of base salary. For executive officers, the VICP is a sub-plan of the Incentive Plan with the opportunity to earn above their targeted award opportunities based on the achievement of corporate financial goals. Higher levels of duties and responsibilities within Plexus lead to higher cash incentive opportunities under the VICP because the Committee believes that heightened responsibility leads to more influence on corporate performance. For each executive officer, 80% of the targeted award is keyed to the corporate financial goals; the remaining 20% of the targeted award is keyed to the achievement of individual objectives. Offering a greater percentage of compensation tied to performance measures is intended to more strongly link executive compensation with Company performance and shareholder returns. The table below lists the fiscal 2023 VICP award opportunities for the named executive officers, expressed as a percentage of base salary. The targeted award for Mr. Kelsey, Mr. Frisch, Mr. Jermain and Mr. Mihm were increased by 5% of base salary while Mr. Ninivaggi’s was increased by 10% based on alignment with the peer group and market comparisons.

  70. ANNUAL INCENTIVE COMPENSATION (AT RISK)

    | EXECUTIVE OFFICER | 2023 THRESHOLD AWARD (%) | 2023 TARGETED AWARD (%) | 2023 MAXIMUM AWARD (%) | | Mr. Kelsey | 0% | 135% | 270% | | Mr. Frisch | 0% | 90% | 180% | | Mr. Jermain | 0% | 85% | 170% | | Mr. Mihm | 0% | 80% | 160% | | Mr. Ninivaggi | 0% | 80% | 160% |

  71. ANNUAL INCENTIVE COMPENSATION (AT RISK)

    The VICP provides for payments relating to corporate financial goals both below and above the targeted awards by establishing specific threshold levels of corporate performance at which payments begin to be earned and maximum payout levels beyond which no further payment is earned. The payout for our executive officers at the maximum payout level is 200% of the targeted award. The Committee believes that the opportunity to receive a payout above target should be based solely on achieving corporate financial goals. Therefore, to achieve the maximum payout of 200% of the targeted award, executive officers must achieve 90% payouts for each of the revenue and ROIC components of the VICP, with the individual objectives component comprising the balance at a maximum of 20%. Payments to participants are not permitted under the VICP unless the Company achieves positive net income for the plan year. The VICP provides that extraordinary items or charges should be excluded from fiscal year results. In addition, the Committee has the authority to exclude non-recurring charges when determining the achievement of the corporate financial goals. 2023 Plan Design – Company Financial Goals Our financial and compensation models align with our business strategy. The specific corporate financial goals for fiscal 2023, each of which stood independently of the other with regard to award opportunities, were revenue and ROIC. The goals were chosen because they aligned performance-based compensation to the key financial metrics that the Company used internally to measure its ongoing performance and that it used in its financial plans. The fiscal 2023 targets for these goals were set as part of our annual financial planning process and continue to align with our enduring financial goals. For each of the corporate financial goals, we also established specific “threshold” and “maximum” payout levels of achievement as part of that process. For the purposes of the VICP, ROIC is defined as tax-effected annual operating income divided by the average invested capital over a five-quarter period for the fiscal year and the prior fiscal year fourth quarter. Invested capital is defined as equity plus debt and operating lease liabilities, less cash and cash equivalents. Revenue is defined as the fiscal 2023 net recognized sales of the Company for financial statement purposes. The Committee has discretion to adjust ROIC to account for the effects of extraordinary items. No award is payable to any participant under the VICP unless we have positive net income for the fiscal year. In the event of results that are below the revenue and the ROIC threshold levels, the VICP may pay out only with respect to the portion based on individual objectives. When determining ROIC for VICP awards, extraordinary items or charges and non-recurring charges are disregarded, except as otherwise determined by the Committee in its discretion. In fiscal 2023, non-recurring charges of $23.1 million were excluded from the ROIC calculation for VICP awards. For fiscal 2023, in accordance with Plexus’ strategic plan and the Committee’s philosophy of aligning compensation with the Company’s enduring goals, the Committee established the performance goals described below:

  72. ANNUAL INCENTIVE COMPENSATION (AT RISK)

    | | THRESHOLD | TARGET | MAXIMUM PAYOUT | | Revenue | Equal to prior year revenue | Midpoint between threshold and maximum payout | Equal to 12% revenue growth | | ROIC | Equal to Plexus’ WACC | Midpoint between threshold and maximum payout | Equal to 15% ROIC |

  73. ANNUAL INCENTIVE COMPENSATION (AT RISK)

    The Committee believes that setting the maximum payout levels for revenue and ROIC consistent with our financial goals fully aligns employees with financial results that maximize value to our shareholders, without encouraging excessive risk-taking. Threshold levels for both metrics were set at the minimum levels of performance at which Plexus believes it begins generating value for our shareholders. Target levels for revenue and ROIC, which were set between the threshold and maximum payout levels, were intended to be challenging, but achievable, based on industry conditions and Plexus’ financial plan. Awards for performance between the threshold and target levels, and between the target and maximum levels, are calculated by straight-line interpolation. The following table sets forth the fiscal 2023 financial targets and potential VICP payout amounts (as a percent of targeted VICP cash incentive) for the named executive officers at the threshold, target and maximum payout performance levels:

  74. ANNUAL INCENTIVE COMPENSATION (AT RISK)

    | | THRESHOLD | | TARGET | | MAXIMUM PAYOUT | | | Component | Goal | Payout | Goal | Payout | Goal | Payout | | Revenue (in millions) | $3,811 | 0% | $4,040 | 40% | $4,269 | 90% | | ROIC | 9.0% | 0% | 12.0% | 40% | 15.0% | 90% | | Individual Objectives | | up to 20% | | up to 20% | | up to 20% | | Total Potential Incentive = Revenue + ROIC + Individual Objectives | | up to 20% | | up to 100% | | up to 200% |

  75. ANNUAL INCENTIVE COMPENSATION (AT RISK)

    In fiscal 2023, revenue was $4,210 million and ROIC was 13.4%. Therefore, the Company’s performance was between the target and maximum payout for both revenue and ROIC. As a result, Plexus paid awards for corporate financial performance to executive officers and other employees based on revenue and ROIC performance; total payments to executives represented 140% versus the target of 80% for corporate financial performance. 2023 Plan Design – Individual Objectives The Committee determines and approves the individual objectives established for the CEO and the other executive officers. For fiscal 2023, common individual objectives were shared by all executive officers, including Mr. Kelsey and the other named executive officers. Attainment of the individual objectives represents 20% of the potential targeted VICP award; however, no such award may be earned based on individual objectives unless the Company achieves positive net income for the plan year. The Committee’s assessment of individual objectives is based on their likely impact on the achievement of the Company’s annual financial plan and other longer-term strategic priorities, their effect on shareholder value and their alignment with one another. The fiscal 2023 shared individual objectives for our named executive officers concentrated on (a) a reduction in inventory levels (b) a reduction in transformation cost, which are the costs required to convert raw inventory into finished goods; (c) continued pursuit of the Company’s “zero defects” cultural journey, focused on quality improvement initiatives and goals; (d) enterprise resource planning (ERP) system enhancements and process improvements; and (e) ESG initiatives relating to energy reduction, talent sourcing, and waste to landfill controls. Mr. Kelsey provided the Committee with an assessment of the executive team’s performance on each shared individual objective and the Committee determined the ultimate award percentage level for each objective. Actual achievement of individual objectives for fiscal 2023 was based upon the Committee’s determination of the degree to which the objectives were completed by each member of the executive team. As a result, all named executive officers were awarded a 28.5-66.5% payout of the personal objectives portion of the VICP, or a 5.7-13.3% payout versus the target of 20% for individual objectives. 2023 Annual Incentive Compensation (At Risk) – Actual Payout The following table sets forth the fiscal 2023 VICP total payout as a percentage of each named executive officer’s target award, capturing the fiscal 2023 results for the Company’s revenue and ROIC goals combined with the individual objectives payout.

  76. ANNUAL INCENTIVE COMPENSATION (AT RISK)

    | | ACTUAL PAYOUT | | | Component | Results | Payout | | Revenue (in millions) | $4,210 | 77% | | ROIC | 13.4% | 63% | | Individual Objectives | 28.5-66.5% | 5.7-13.3% | | Total Payout as a Percent of Target | | 146-153% |

  77. ANNUAL INCENTIVE COMPENSATION (AT RISK)

    2024 – Individual Objectives A portion of the fiscal 2024 shared individual objectives for all of our named executive officers will include goals associated with the Company’s Sustainability program, specifically: (a) global reduction targets in emissions intensity and waste intensity in furtherance of the Company’s environmental sustainability activities; (b) enhancing our employee experience to improve employee retention; and (c) the creation and initial deployment of a supplier assessment to drive expectations and engagement on shared environmental and social imperatives deeper into our value chain.

  78. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES Plan Structure Total compensation, consistent with practices in our industry, places a particular emphasis on equity-based compensation for executive officers. The shareholder-approved Incentive Plan allows, and its predecessor allowed, for various award types, including options, SARs, restricted stock awards (including RSUs), performance stock awards (including PSUs), other stock awards and cash incentive awards. Equity-based awards are intended to provide incentives to enhance corporate performance as well as to further align the interests of our executive officers with those of our shareholders. The reported values of the long-term incentive opportunities under equity plans can vary significantly from year to year as a percentage of total direct compensation because they are determined by valuing the equity-based awards on the same basis that we use for financial statement purposes; that value depends significantly on our stock price and its volatility at the time of the awards. For fiscal 2023 grants, and in furtherance of its emphasis on at-risk performance-based compensation, the Committee’s annual equity grant allocation formula for named executive officers consisted of 50% PSUs and 50% RSUs. The Committee believes that this equity grant allocation formula promotes a strong pay-for-performance link and further enhances the alignment of the interests of our executives with those of our shareholders. The equity grant allocation formula also is intended to promote share ownership (along with our equity ownership guidelines) and motivate our executives to succeed in the long term. The Committee intends to continue to emphasize the use of performance-based awards for executive officers in future years. The Committee’s long-term incentive strategy allows for use of a portfolio approach when granting awards. Each element of the portfolio for fiscal 2023 was intended to address a different aspect of long-term incentive compensation, as set forth below:

  79. LONG-TERM INCENTIVES

    | • | PSUs provide an additional incentive for executive officers to create shareholder value. 50% of the PSUs granted vest over a three-year period based on the average of the annual economic return achieved for each of the three years in the performance period. Economic return is defined as ROIC (calculated as GAAP operating profit divided by invested capital) less our WACC. Average annual economic return is used as a performance measure for the PSUs because it is a key focus of the Company’s financial model and is a metric that the Committee believes, when combined with revenue growth, is highly correlated with driving shareholder value. For purposes of determining the three-point annual average, the economic return performance for any individual year cannot be less than 0% or greater than 5%. |

  80. LONG-TERM INCENTIVES

    | • | The other 50% of PSUs granted vest based on the relative TSR performance of Plexus common stock as compared to companies in the S&P 400 Index over a three-year performance period. The Committee believes that measuring TSR on a relative, rather than on an absolute, basis provides a more relevant measure of the performance of the Company’s stock. By mitigating the impact of macroeconomic factors (both positive and negative) that are beyond the control of the Company and its executives, relative TSR provides rewards that are better aligned to relative performance through varying economic cycles. PSUs also provide a retention incentive since these awards generally do not vest until the end of the three year performance period. |

  81. LONG-TERM INCENTIVES

    | • | RSUs provide an interest in the value of the Company’s shares because even though they vest over time, they provide recipients with a certain equity interest, assuming continued employment. In addition to promoting retention similar to PSUs, RSUs align the interests of executives and other employees who receive RSU grants with the interests of shareholders by building a long-term ownership mentality and providing motivation to succeed in the long term. |

  82. LONG-TERM INCENTIVES

    Annual Award Determination and Allocation Process Each year the Committee reviews market data, individual performance and the estimated value of the entire pool of equity awards prior to making grants to executive officers, including when making grants in connection with promotions or other increases in responsibilities. Pursuant to its portfolio approach, in fiscal 2023, the Committee distributed awards in the form of PSUs and RSUs to eligible participants, as discussed above. When making these determinations, PSUs that vest based on the relative TSR of Plexus common stock are valued using a Monte Carlo simulation model, while the values of PSUs that vest based on economic return performance and RSUs are determined based on the fair market value of Plexus common stock. The Committee determines the grant for the CEO and approves grants for all other executive officers. The CEO provides the Committee with initial grant recommendations for each executive officer other than himself by balancing the need to provide competitive compensation with the desire to keep related compensation value and expense relatively stable from period to period. The Committee considers each executive officer’s duties, responsibilities and performance, as well as internal and external comparisons (for example, peer group comparisons and other third-party market surveys, as described above), when approving the grant value for each executive officer. Those in positions with more responsibility tend to receive larger grants to reflect their role in the Company and the market comparisons for their compensation. Also, as discussed above, for the CEO, the Committee uses the vested and unvested equity information, as well as the accumulated value analysis, to balance the level of existing awards with the desire to reward performance and to provide retention incentives. The Committee continues its focus on increasing incentive award opportunities for our executive officers as a portion of total potential compensation in order to more strongly link executive compensation with Company performance and shareholder returns. Timing of Grants Grants of PSUs are made in the fiscal second quarter; however, the performance goals for the PSUs are set in the fiscal first quarter. Grants of RSUs are generally made once a year during the fiscal second quarter, but may also be made in connection with new hires, promotions, other increases in responsibilities or in special situations. The Committee anticipates continuing to follow this grant schedule and practice for future grants. Fiscal 2023 Awards Based on the Committee’s long-term incentive strategy, as well as individual responsibility and performance considerations, and reflecting all of the grants discussed above, the Committee granted the following equity awards to Mr. Kelsey and the other named executive officers in fiscal 2023.

  83. LONG-TERM INCENTIVES

    | EXECUTIVE OFFICER | PSUs (#) | RSUs (#) | | Mr. Kelsey | 28,790 | 31,290 | | Mr. Frisch | 10,290 | 11,180 | | Mr. Jermain | 8,620 | 9,360 | | Mr. Mihm | 6,700 | 7,280 | | Mr. Ninivaggi | 5,030 | 5,460 |

  84. LONG-TERM INCENTIVES

    Vesting of 50% of the PSUs granted in fiscal 2023 is based on a three-point annual average of the Company’s absolute economic return performance during the performance period; vesting of the other 50% is based on the relative TSR of Plexus stock as compared to the companies in the S&P 400 Index. Performance on these metrics will be determined following the conclusion of the relevant three year performance period. In order to further align the Company’s financial model and business strategy to the payout of long-term incentives, the maximum payout on 50% of the PSUs is achieved when the three-point annual average economic return is at or above 5.0% over the three year performance period. If the maximum payout level is achieved, 200% of this portion of the PSUs will be earned. A target payout on this portion of the award will be achieved if the three-point annual average economic return is 2.5%; the Committee believes that this target is meaningfully difficult, but is achievable and appropriate for our industry. The Committee believes it is appropriate for a portion of these awards to vest when the three-point annual average economic return exceeds 0.0% because any positive level of economic return generates shareholder value. If the Company does not achieve a positive three-point annual average economic return, this portion of the PSUs will not pay out. Below is the payout matrix for the portion of the PSUs that may be earned based on economic return performance (if performance is between the specified levels, the payout will be interpolated):

  85. LONG-TERM INCENTIVES

    | AVERAGE ECONOMIC RETURN | PAYOUT PERFORMANCE FACTOR | | 0% (Threshold) | 0% | | 2.5% (Target) | 100% | | 5.0% (Maximum) | 200% |

  86. LONG-TERM INCENTIVES

    The TSR calculations will be based on the percentage change from the initial price to the final price during the performance period, which is three years from the date of grant, and will reflect the reinvestment of dividends, if any. The initial price is calculated using the average closing price of common stock over the 30 calendar day period ending on the trading day immediately preceding the first day of the three year performance period. The final price is the average closing price of common stock over the 30 calendar day period ending on the last day of the three year performance period. The TSR calculations will be adjusted to reflect stock splits, recapitalizations and other similar events. The portion of the PSUs that may be earned based on relative TSR performance will vest at target if the TSR of Plexus stock is at the 50th percentile of companies in the S&P 400 Index. A payout at maximum, which is 150% of the target award for this portion, may be achieved if the relative TSR of Plexus stock is at or above the 75th percentile of companies in the S&P 400 Index. The Committee believes that a relative TSR at or above this level would be reflective of significant achievement during the performance period. In order to receive a payout at threshold, which is 50% of the target award for this portion, the relative TSR of Plexus stock must be at or above the 25th percentile of companies in the S&P 400 Index. If the relative TSR of Plexus stock is below the 25th percentile, none of the PSUs will be earned, and the awards will be forfeited. The payout matrix for the portion of the PSUs granted in fiscal 2023 that may be earned based on relative TSR performance is presented in the table below (if performance is between the specified levels, the payout will be interpolated):

  87. LONG-TERM INCENTIVES

    | RELATIVE TSR PERCENTILE RANK | PAYOUT PERFORMANCE FACTOR | | Below 25th | 0% | | 25th (Threshold) | 50% | | 50th (Target) | 100% | | 75th and above (Maximum) | 150% |

  88. LONG-TERM INCENTIVES

    For information regarding the performance of PSUs granted in fiscal 2023 and prior fiscal years as of September 30, 2023, see the “Outstanding Equity Awards at Fiscal Year-End” table below. Annual awards of RSUs generally vest on the third anniversary of the grant, subject to early vesting on a change in control. Fiscal 2020 PSUs The TSR of Plexus stock during the three year performance period for the fiscal 2020 PSUs that ended in fiscal 2023 was at the 67.4 percentile of companies in the Russell 3000 Index. As a result, and according to the payout matrix applicable to this grant, this portion of the PSUs vested and paid out at 169.6% of target after certification by the Committee. Fiscal 2021 PSUs The performance period with respect to the portion of the fiscal 2021 PSUs that vested based on a three-point annual average of the Company’s absolute economic return concluded at the end of fiscal 2023. Average economic return for the three year performance period was 3.8%. As a result, and according to the matrix established for the fiscal 2021 PSUs, this portion of the PSUs vested and paid out at 153.2% of target after certification by the Committee. The Committee plans to evaluate the performance of the portion of the fiscal 2021 PSUs that vests based on relative TSR at its February 2024 meeting.

  89. EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS

    EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS We do not generally have employment agreements with our executive officers other than our Chief Executive Officer. All executive officers, including Mr. Kelsey, have change in control agreements to help assure that these individuals will not be distracted by personal interests and will maintain their focus on shareholders in the case of a potential acquisition of Plexus, as well as to maintain their continuing loyalty. Mr. Kelsey’s employment agreement and the change in control agreements for Mr. Kelsey and our other executive officers are described below in “Executive Compensation–Employment Agreements and Potential Payments Upon Termination or Change in Control.” Please refer to the discussions therein for a further explanation of those agreements.

  90. EXECUTIVE COMPENSATION

    | Name | Year | Salary ($)(1) | Bonus($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Todd P. Kelsey Chief Executive Officer | 2023 | $1,083,846 | — | $5,562,053 | — | $2,199,544 | $280,903 | $9,126,346 | | | 2022 | $1,023,076 | — | $4,077,029 | — | $2,092,884 | $247,486 | $7,440,475 | | | 2021 | $1,000,000 | — | $5,078,974 | — | $1,309,375 | $234,872 | $7,623,221 | | Patrick J. Jermain Executive VP & CFO | 2023 | $610,769 | — | $1,664,552 | — | $756,168 | $130,332 | $3,161,821 | | | 2022 | $576,538 | — | $1,549,737 | — | $725,225 | $125,655 | $2,977,155 | | | 2021 | $555,769 | — | $1,310,953 | — | $469,296 | $120,815 | $2,456,833 | | Steve Frisch President & Chief Strategy Officer | 2023 | $644,231 | — | $1,987,639 | — | $867,804 | $144,495 | $3,644,169 | | | 2022 | $620,385 | — | $1,669,231 | — | $837,062 | $136,597 | $3,263,275 | | | 2021 | $599,231 | — | $1,856,954 | — | $533,554 | $133,447 | $3,123,186 | | Oliver Mihm Executive VP & COO | 2023 | $518,462 | — | $1,294,233 | — | $595,660 | $117,884 | $2,526,239 | | | 2022 | $459,375 | — | $1,001,834 | — | $536,055 | $104,937 | $2,102,201 | | | 2021 | — | — | — | — | — | — | — | | Angelo M. Ninivaggi Executive VP, CAO, GC & Secretary | 2023 | $524,231 | — | $971,146 | — | $624,464 | $120,790 | $2,240,631 | | | 2022 | $501,538 | — | $785,218 | — | $552,022 | $112,471 | $1,951,249 | | | 2021 | $485,385 | — | $983,486 | — | $363,563 | $106,666 | $1,939,100 |

  91. UPON TERMINATION OR CHANGE IN CONTROL

    UPON TERMINATION OR CHANGE IN CONTROL This section provides information about specific agreements with our named executive officers relating to employment and post-employment compensation. Plexus does not generally have employment agreements with its executive officers. However, the Committee and the board continue to believe that it is important to have an employment agreement with our CEO to set forth the terms of their employment, to provide incentives for him to continue with the Company over the long term and to protect the Company from competition post-employment. The Company entered into an employment agreement with Mr. Kelsey in 2016 in connection with his appointment as our President and CEO (the “Employment Agreement”). All of our executive officers have change in control agreements that provide, in certain circumstances, for payments to the executive officers in the event of a change in control of Plexus. Employment Agreement with Mr. Kelsey The Employment Agreement between the Company and Mr. Kelsey specifies when the Company may terminate Mr. Kelsey for cause, as well as when Mr. Kelsey may leave the Company for good reason, and determines the compensation payable upon termination. The definitions of “cause” and “good reason” are substantially similar to those under the Company’s change in control agreements, which we define below. If Mr. Kelsey is terminated for cause or voluntarily leaves without good reason, dies or becomes disabled, the Company is not required to make any further payments to Mr. Kelsey other than with respect to obligations accrued on the date of termination. If Mr. Kelsey’s termination is due to his death or disability, any previously granted equity awards without performance goals, such as RSUs, would automatically vest and any performance stock units would vest pro rata based on his length of service during the performance period and actual Company performance. If the Company terminates Mr. Kelsey without cause, or he resigns with good reason, Mr. Kelsey is entitled to receive his base salary for a two year period following his separation date (the “Separation Period”), a VICP cash incentive award keyed to the actual attainment of performance targets for the year in which Mr. Kelsey is involuntarily terminated, prorated based on the number of the days in the period in which he was employed, and a payment equal to 100% of his target annual VICP cash incentive award as in effect prior to the separation date on each December 15 during the Separation Period. In addition, Mr. Kelsey would also receive an amount equal to the maximum allowable Company contributions for a full plan year under the 401(k) Plan and the Company’s deferred compensation plans during the Separation Period. Mr. Kelsey would also be eligible to participate in the Company’s medical, dental and vision plans, subject to his payment of any premiums required by such plans, for a two year period following his separation; if a non-active employee is not eligible to participate in such plans, the Company will instead provide Mr. Kelsey with the cost of premium continuation coverage. In addition, Mr. Kelsey would receive a lump-sum payment equal to the value of continued participation in the Company’s other welfare plans, company car and other similar plans and arrangements for two years. Any payments triggered by a termination of employment are to be delayed until six months after termination, as required by Section 409A of the Code (except if such payment(s) qualify for an exception thereto). The Employment Agreement does not provide for any tax gross-up payments. Mr. Kelsey would also receive accrued and vested benefits under the 401(k) Plan and the SERP, and payment for accrued but unused vacation, upon a termination of employment for any reason; those amounts are not included in “Potential Benefits Table” below. See “Nonqualified Deferred Compensation” above for further information. If Mr. Kelsey is terminated by Plexus without cause or he resigns with good reason, his equity awards would be treated in accordance with the terms of the Incentive Plan and predecessor plans, with Mr. Kelsey being deemed a continuing employee for purposes of applying the vesting and exercisability provisions of any equity awards held by him on his separation date that were granted more than one year prior to such date; see “Treatment of Equity Awards” below for more information. Under Mr. Kelsey’s Employment Agreement, the Company is protected from competition by Mr. Kelsey after the termination of his employment. Upon termination, Mr. Kelsey agrees to not interfere with the relationships between the active customers and suppliers, as well as employees, of the Company for two years, and to not compete with the Company over the same period. Further, Mr. Kelsey has agreed to related confidentiality requirements after the termination of his employment. Pursuant to his change in control agreement, Mr. Kelsey is eligible to receive three times his salary plus benefits in the event of a termination of his employment in connection with a change in control. If both the Employment Agreement and the change in control agreement apply to a particular termination, Mr. Kelsey will receive benefits under whichever agreement provides the higher amount of benefits in the aggregate. As discussed below, the Company’s change in control agreements with its executive officers, including Mr. Kelsey, do not contain excise tax gross-up provisions.

  92. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Pursuant to Item 402(u) of Regulation S-K, we are providing the following information for fiscal 2023, which includes a ratio of the total annual compensation of Mr. Kelsey to the median annual total compensation of all employees other than our CEO (the “Pay Ratio”):

  93. PAY RATIO DISCLOSURE

    | • | CEO total annual compensation: | $9,126,346 | | • | Median employee total annual compensation: | $18,996 | | • | Ratio of CEO to median employee compensation: | 480 |

  94. PAY RATIO DISCLOSURE

    As permitted by SEC rules, we used the median employee that we identified in fiscal 2021 for our fiscal 2023 pay ratio because there have been no significant changes to our employee population or pay structure since fiscal 2021. In determining our median employee in fiscal 2021, a list was prepared of all of our global employees (excluding the CEO) and their annual compensation as of October 2, 2021. Annual compensation included base pay, which was determined via payroll records and annualized for those employees who were not employed for a full year at the time of the calculation. For foreign employees, we used the then-current exchange rate in order to convert such amounts into U.S. dollars. For purposes of the Pay Ratio disclosed above, the total compensation of both the CEO and the median employee for fiscal 2023 were calculated based on the definition of total compensation for purposes of the Summary Compensation Table. SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions. No employees were excluded when constructing the list of our global employees, but the Pay Ratio reported above may not be comparable to the pay ratio calculated by other companies, as other companies have different circumstances, employee populations and compensation practices, and may utilize different methodologies, exclusions, estimates and assumptions.

  95. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The information below presents the relationship between the compensation of the company’s NEOs and certain performance measures in accordance with Item 402(v) of Regulation S-K (“Pay Versus Performance Table”). For a discussion of the Company’s compensation programs and pay for performance philosophy, please refer to the section captioned “Compensation Discussion and Analysis” above.

  96. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The information below presents the relationship between compensation actually paid (“CAP”) of the Company’s NEOs and certain performance measures calculated in accordance with Item 402(v) of Regulation S-K.

  97. PAY VERSUS PERFORMANCE TABLE

    | Year (a) | Summary Compensation Table Total for PEO (b)(1) | Compensation Actually Paid to PEO (c)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (d)(1) | Average Compensation Actually Paid to Non-PEO NEOs (e)(2) | Value of Initial Fixed $100 Investment Based On: | | Net income (millions) (h) | Economic Return(4) (i) | | | | | | | TSR (f) | Peer Group TSR(3) (g) | | | | 2023 | $9,126,346 | $10,334,185 | $2,893,215 | $3,201,416 | 131 | 138 | $139 | 3.0% | | 2022 | $7,440,475 | $8,036,717 | $2,573,470 | $2,768,126 | 123 | 113 | $138 | 3.5% | | 2021 | $7,623,221 | $12,903,150 | $2,295,676 | $3,638,865 | 128 | 136 | $139 | 7.0% |

  98. PAY VERSUS PERFORMANCE TABLE

    | 1 | Mr. Kelsey is the PEO for the covered years. Our Non-PEO NEOs for the covered years are as follows: |

  99. PAY VERSUS PERFORMANCE TABLE

    | 2021 | 2022 | 2023 | | Patrick Jermain | Patrick Jermain | Patrick Jermain | | Steven Frisch | Steven Frisch | Steven Frisch | | Angelo Ninivaggi | Angelo Ninivaggi | Angelo Ninivaggi | | Ronnie Darroch | Oliver Mihm | Oliver Mihm |

  100. PAY VERSUS PERFORMANCE TABLE

    | 2 | CAP was determined by making the following adjustments relating to equity awards to total compensation as reported in the Summary Compensation Table for each year as computed in accordance with Item 402(v) of Regulation S-K: |

  101. PAY VERSUS PERFORMANCE TABLE

    | | PEO | | | NEOs | | | | | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $9,126,346 | $7,440,475 | $7,623,221 | $2,893,215 | $2,573,470 | $2,295,676 | | Value of Stock Awards Disclosed in the Summary Compensation Table | -$5,562,053 | -$4,077,029 | -$5,078,974 | -$1,479,393 | -$1,251,505 | -$1,234,451 | | Year End Fair Value of Stock Awards Granted in the Year and Unvested at Year-End | $6,341,463 | $5,694,429 | $7,262,713 | $1,679,270 | $1,707,928 | $1,765,111 | | Year-Over Year Change in Fair Value of Stock Awards Granted in a Prior Year And Outstanding and Unvested at Year-End | -$50,132 | -$372,461 | $1,997,562 | -$8,589 | -$91,165 | $510,435 | | Change in Fair Value of Stock Awards Granted in a Prior Year that Vested in the Year | $478,561 | -$648,697 | $1,098,628 | $116,913 | -$170,602 | $302,094 | | Compensation Actually Paid | $10,334,185 | $8,036,717 | $12,903,150 | $3,201,416 | $2,768,126 | $3,638,865 |

  102. PAY VERSUS PERFORMANCE TABLE

    The valuation methodologies used to calculate fair values for each measurement date do not materially differ from those used at the time of grant of each respective award.

  103. PAY VERSUS PERFORMANCE TABLE

    | 3 | Represents the Nasdaq US Benchmark Electrical Components & Equipment Index. |

  104. PAY VERSUS PERFORMANCE TABLE

    | 4 | Represents annual economic return as calculated for PSU performance, which is defined as the difference between ROIC (calculated using GAAP operating profit) and WACC. |