DEF 14A of Fabrinet
Filed Oct 20, 2026 · FY20260001140361-26-040144
Class II Director Nominees: Terms to Expire in 2029
Class II Director Nominees: Terms to Expire in 2029
Class II Director Nominees: Terms to Expire in 2029
| Name | Tenure (Years) | Experience and Qualifications | Board Committees | | Seamus Grady | 9 | CEO experience and deep industry knowledge | None | | Thomas F. Kelly | 16 | Extensive managerial and operational experience; audit, financial reporting and cybersecurity expertise | Audit (Chair), Compensation |
Class II Director Nominees: Terms to Expire in 2029
| | 2026 PROXY STATEMENT | 1 |
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 2029. 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. Your proxy cannot be voted for more than two director candidates. The Board recommends a vote “FOR” the election of each of the nominees listed above.
Nominees for Director
| 14 | | 2026 PROXY STATEMENT |
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 13, 2026, are set forth below. A discussion of the qualifications, attributes and skills of each of the directors 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.
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 | 59 | 2017 | 9 | Chief Executive Officer and Chairman of the Board | no | | | | none | | Thomas F. Kelly | 73 | 2010 | 16 | Director | yes | Chair | ✔ | | none | | Continuing Directors | | | | | | | | | | | Forbes I.J. Alexander | 66 | 2024 | 2 | Director | yes | ✔ | ✔ | ✔ | none | | Dr. Homa Bahrami | 71 | 2012 | 14 | Director | yes | | ✔ | Chair | none | | Caroline Dowling | 59 | 2025 | 1 | Director | yes | ✔ | | ✔ | 2 | | Dr. Frank H. Levinson | 73 | 2001 | 25 | Lead Independent Director | yes | ✔ | Chair | | none |
Biographical Information
| AC – Audit Committee | CC – Compensation Committee | NCGC – Nominating & Corporate Governance Committee |
Biographical Information
| | 2026 PROXY STATEMENT | 15 |
Biographical Information
| Nominees for Director: Terms to Expire in 2029 |
Biographical Information
| | Seamus Grady Chief Executive Officer and Chairman of the Board Director since: September 2017 Age: 59 Board committees: None | | Board Skills and Qualifications • Deep knowledge of Fabrinet and the industries in which it operates • Broad and deep experience in the electronics manufacturing services industry, including overseeing operations at multiple international facilities | | | Career Highlights • Chairman of the Board, Fabrinet (October 2025 – present) • Chief Executive Officer, Fabrinet (September 2017 – present) • Executive Vice President & Chief Operating Officer, Mechanical Systems Division, Sanmina Corporation, an electronics manufacturing services company (October 2012 to May 2017) • Various operations roles, Sanmina Corporation (2000-2012), including senior vice president medical division (June 2011 – October 2012) and senior vice president global medical operations (March 2009 to June 2011) • Prior operations roles at various companies, including Lucent Technologies Inc. and Manufacturers’ Services Limited (acquired by Celestica) | | | Education • B. Tech in Manufacturing Technology from the National University of Ireland, Galway (NUIG) | | | Other Public Company Boards (Last Five Years) • None | |
Biographical Information
| 16 | | 2026 PROXY STATEMENT |
Biographical Information
| | Thomas F. Kelly Venture Consultant, Forgepoint Capital Director since: October 2010 Age: 73 Independent director Board committees: Audit (chair); Compensation | | Board Skills and Qualifications • More than 40 years of experience in executive management positions, with a strong focus on technology, operations and cybersecurity • Audit and financial reporting expertise | | | Career Highlights • Venture Consultant, Forgepoint Capital, a venture capital firm (November 2022 – present) • Chief Executive Officer, Anitian, Inc., a Forgepoint Capital portfolio company and cloud security and compliance automation provider (February 2024 – November 2024) • Chief Executive Officer and President, IDX (acquired by ZeroFox Holdings, 2022), a provider of software and services for cyber breach and identity fraud protection (August 2017 – August 2022) • Cybersecurity industry consultant (2016 – 2017) • Chief Executive Officer of several software and security companies (1996 – 2016), including AccelOps (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) • Prior executive leadership operating roles at several companies, including Epicor Software, Cirrus Logic, Cadence Design Systems, and Frame Technology (acquired by Adobe, 1995) | | | Education • B.S. in Economics from Santa Clara University | | | Other Public Company Boards (Last Five Years) • ZeroFox Holdings, Inc. (August 2022 – May 2024) | |
Biographical Information
| | 2026 PROXY STATEMENT | 17 |
Biographical Information
| | Forbes I.J. Alexander Former Chief Financial Officer, Jabil Inc. Director since: June 2024 Age: 66 Independent director Board committees: Audit; Compensation; Nominating & Corporate Governance | | Board Skills and Qualifications • Extensive audit and financial reporting expertise and executive leadership experience in the electronics manufacturing services industry, having served as the Chief Financial Officer of Jabil Inc. for 14 years | | | Career Highlights • Founding Partner, Steadfast Partners LLP, an industrial technology advisory group (January 2020 – present) • Executive Vice President, Jabil Inc., a global manufacturing services company (September 2018 – January 2020) • Chief Financial Officer, Jabil Inc. (September 2004 – August 2018) • Various other finance roles, Jabil Inc. (1993 – 2004) • Prior finance roles at various companies, including Tandy Electronics, Ltd., Octocom Systems U.K. Ltd and Apollo Computer (acquired by Hewlett-Packard in 1989) | | | Education • B.A. in Accounting from Abertay University • Fellow of the Chartered Institute of Management Accountants (FCMA) | | | Other Public Company Boards (Last Five Years) • None | |
Biographical Information
| 18 | | 2026 PROXY STATEMENT |
Biographical Information
| | Dr. Frank H. Levinson General Partner, Convergent Ventures Director since: 2001 Age: 73 Lead Independent Director Board committees: Audit; Compensation (chair) | | Board Skills and Qualifications • Extensive executive leadership and management experience, having served as Chief Executive Officer and Chairman of the Board at Finisar Corporation, which he co-founded • Deep technical expertise in the semiconductor industry | | | Career Highlights • General Partner, Convergent Ventures, a venture capital firm focused on investing in science-driven technologies to change the future of health and sustainability (2023 – present) • Managing Director, Small World Group, a group primarily involved in investing in and growing small companies (2006 – 2025) • Chairman of the Board and Chief Technical Officer, Finisar Corporation (acquired by II-VI Incorporated), a provider of fiber optic components and network performance test and monitoring systems (August 1999 – January 2006) • Chief Executive Officer, Finisar Corporation (1988 – 1999) • Optical Department Manager, Raynet, Inc., a fiber optic systems company (1986 – 1988) • Prior technical roles at various companies, including Raychem Corporation, Bellcore, and AT&T Bell Laboratories | | | Education • B.S. in Mathematics and Physics from Butler University • M.S. in Astronomy from the University of Virginia • Ph.D. in Astronomy from the University of Virginia | | | Other Public Company Boards (Last Five Years) • TKB Critical Technologies 1, a special purpose acquisition company (October 2021 – August 2023) | |
Biographical Information
| | 2026 PROXY STATEMENT | 19 |
Biographical Information
| | Dr. Homa Bahrami Senior Lecturer, Haas School of Business, University of California, Berkeley Director since: August 2012 Age: 71 Independent Director Board committees: Compensation; Nominating & Corporate Governance (chair) | | Board Skills and Qualifications • International educator, advisor and author, specializing in organizational design, dynamic leadership and executive development for global enterprises • Has served on the faculty at UC Berkeley for 40 years | | | Career Highlights • Senior Lecturer, Haas School of Business, University of California, Berkeley (1995 – present) • Faculty Director, Haas Center for Executive Education (2006 – present) | | | Education • B.A. in Sociology and Social Administration from the University of Hull • M.S. in Industrial Administration from Aston University • Ph.D. in Organizational Behavior from Aston University | | | Other Public Company Boards (Last Five Years) • None | |
Biographical Information
| 20 | | 2026 PROXY STATEMENT |
Biographical Information
| | Caroline Dowling Former Business Group President, Flex Director since: October 2025 Age: 59 Independent Director Board committees: Audit; Nominating & Corporate Governance | | Board Skills and Qualifications • Global business and technology leader with experience across manufacturing strategy, telecommunications and cloud infrastructure, M&A, business transformation, and complex global supply chains, together with public company board and governance experience • Over more than 20 years at Flex, led global teams and a group of Flex businesses with approximately $10 billion in annual revenue, bringing complex technologies from concept and design through to large-scale manufacturing and supply chains within a Fortune 500 company with operations in 30 countries | | | Career Highlights • Business Group President, Flex, a top-tier electronic manufacturing services provider, where she led global businesses across telecommunications, networking, cloud and data center infrastructure, and services (2012 – February 2019) • Prior strategy, M&A, operations, business development and commercial leadership roles at Flex, including President of Corporate Strategy and Senior Vice President of Global Sales (2000 – 2012) • Prior business development, strategic account management and sales roles at DII Group (acquired by Flextronics) and Alps Electronics • Former board member, IDA Ireland | | | Education • Completed the Harvard Advanced Management Program (AMP 175) • Holds a Diploma in Environmental, Social & Governance from the Corporate Governance Institute | | | Other Public Company Boards (Last Five Years) • CRH plc (NYSE: CRH) (2021 – present); serves on the audit committee and the safety, environment & social responsibility committee • DCC plc (LSE: DCC) (2019 – present); Senior Independent Director; serves on the audit committee and the remuneration committee • IMI plc (LSE: IMI) (November 2019 – May 2025); chaired the remuneration committee and served on the nomination committee | |
Biographical Information
| | 2026 PROXY STATEMENT | 21 |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
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 29, 2024 (the beginning of fiscal 2025).
Annual Non-Employee Director Compensation Elements
| Pay Element | Fiscal 2026 Board Compensation for Non-Employee Directors | | | Annual Retainer (Cash) | All Board Members: | $85,000 | | | Board Chair*: | $200,000 | | | Lead Independent Director**: | $45,000 | | | *Applicable only if the Board Chair is a non-employee director. | | | | **Applicable only if the Board Chair is not an independent director. | | | Committee Member Retainer (Cash) | Audit Committee: | $14,000 (or $33,000 if member is the chair) | | | Compensation Committee: | $10,000 (or $24,000 if member is the chair) | | | Nominating & Corporate Governance Committee: | $7,000 (or $16,000 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 up 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 up 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. | |
Annual Non-Employee Director Compensation Elements
Fiscal 2027 Board Compensation for Non-Employee Directors: In 2026, the Compensation Committee retained Compensia, Inc., a national compensation consulting firm, to provide independent services to assist the Compensation Committee in evaluating the competitiveness of our non-employee director compensation program. As a result of this review, the Compensation Committee determined not to make any changes to the program for fiscal 2027.
Annual Non-Employee Director Compensation Elements
| 22 | | 2026 PROXY STATEMENT |
Annual Non-Employee Director Compensation Elements
DIRECTOR COMPENSATION
Fiscal 2026 Director Compensation Table
Fiscal 2026 Director Compensation Table The following table presents information regarding the compensation earned or paid in fiscal 2026 to individuals who were members of the Board at any time during fiscal 2026, and who also were not our employees. We refer to those directors as non-employee directors. During fiscal 2026, Mr. Grady, our chief executive officer, did not receive additional compensation for his service as a director.
Fiscal 2026 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2)(3) | All Other Compensation ($) | Total ($) | | Current Non-Employee Directors | | | | | | Forbes I.J. Alexander | 108,500 | 220,247 | — | 328,747 | | Dr. Homa Bahrami | 111,000 | 220,247 | — | 331,247 | | Caroline Dowling(4) | 61,763 | 255,829 | — | 317,592 | | Thomas F. Kelly | 128,000 | 220,247 | — | 348,247 | | Dr. Frank H. Levinson | 168,000 | 220,247 | — | 388,247 | | Former Non-Employee Directors | | | | | | Darlene S. Knight(5) | 45,420 | — | — | 45,420 | | David T. (Tom) Mitchell(6) | 84,560 | — | — | 84,560 | | Rollance E. Olson(5) | 42,209 | — | 20,171(7) | 62,380 |
Fiscal 2026 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 2026, filed with the SEC on August 18, 2026. These amounts do not correspond to the actual value that may be realized by the directors. |
Fiscal 2026 Director Compensation Table
| (2) In accordance with our non-employee director compensation program, upon her appointment to the Board (October 13, 2025) Ms. Dowling was granted 93 restricted share units with an aggregate grant date fair value of $35,582. On December 11, 2025, each of our current non-employee directors received an award of 417 restricted share units in accordance with our non-employee director compensation program. |
Fiscal 2026 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 2026. Ms. Knight, Mr. Mitchell and Mr. Olson did not hold any unvested stock awards or outstanding options as of the last day of fiscal 2026. |
Fiscal 2026 Director Compensation Table
| Name | Aggregate Number of Shares Underlying Unvested Stock Awards | Aggregate Number of Shares Underlying Outstanding Options | | Forbes I.J. Alexander | 417 | — | | Dr. Homa Bahrami | 417 | — | | Caroline Dowling | 417 | — | | Thomas F. Kelly | 417 | — | | Dr. Frank H. Levinson | 417 | — |
Fiscal 2026 Director Compensation Table
| (4) Appointed to the Board on October 13, 2025. |
Fiscal 2026 Director Compensation Table
| (5) Term ended at our 2025 annual general meeting of shareholders, held on December 11, 2025. |
Fiscal 2026 Director Compensation Table
| (6) Retired from the Board on October 13, 2025. |
Fiscal 2026 Director Compensation Table
| (7) Represents the cost of a Rolex watch given to Mr. Olson in recognition of years of service to Fabrinet. |
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.
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.
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.
Identification and Evaluation of Director Nominees
| 30 | | 2026 PROXY STATEMENT |
Fiscal 2026 Compensation Decisions
| Compensation Element | Decision | Weighting of Performance Measures | | Base salary | CEO’s annual base salary increased by 2.2%, as compared to fiscal 2025 Other NEO annual base salaries increased by between 2.3% and 5.6%, as compared to fiscal 2025 | N/A | | Short-term cash incentive (Fiscal 2026 Bonus Plan) | CEO’s target cash bonus opportunity was 140% of annual base salary, unchanged from fiscal 2025 Other NEO target cash bonus opportunities were 85%-130% of annual base salaries, unchanged from fiscal 2025 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 2026 as follows: • 50% based on achievement of a fiscal 2026 revenue metric • 50% based on achievement of a fiscal 2026 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: 67% PSUs and 33% 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 2026 and fiscal 2027 revenue goals • 50% based on achievement of cumulative fiscal 2026 and fiscal 2027 non-GAAP operating margin goals Any earned PSUs will vest in full on the date the Compensation Committee certifies achievement of the performance criteria |
Positive Compensation Practices
| • | our executive officers’ cash and equity incentive compensation is subject to a claw back; |
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; |
Positive Compensation Practices
| • | our 2020 Equity Incentive Plan (the “2020 Plan”) contains the following features: |
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; |
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. |
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. |
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 2026, 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. During fiscal 2026, a representative of Compensia attended six meetings of the Compensation Committee. 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 2026, 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.
Fiscal 2026 Peer Group and Other Market Data
Fiscal 2026 Peer Group and Other Market Data To assist the Compensation Committee in evaluating whether our executive compensation practices for fiscal 2026 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 2026 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.
Fiscal 2026 Peer Group and Other Market Data
| 42 | | 2026 PROXY STATEMENT |
Fiscal 2026 Peer Group and Other Market Data
The selection criteria for our fiscal 2026 peer group also included 12-month trailing revenue and market capitalization. Our 12-month trailing revenue and market capitalization were in the 34th and 54th percentiles, respectively, of our fiscal 2026 peer group at the time the Compensation Committee selected the group. Compensia gathered data on the compensation practices of the companies in our fiscal 2026 peer group through publicly available information, where available. Our fiscal 2026 peer group, as approved by the Compensation Committee and set forth in the table below, was the same as our fiscal 2025 peer group, except for the addition of two companies (Amkor Technology, Inc. and Skyworks Solutions, Inc.) and the removal of two companies (Viasat, Inc. and Vishay Intertechnology, Inc.).
Fiscal 2026 Peer Group and Other Market Data
| Fiscal 2026 Peer Group | | | | | Advanced Energy Industries, Inc. | Coherent Corporation | Littelfuse, Inc. | Qorvo, Inc. | | Amkor Technology, Inc. | Entegris, Inc. | Lumentum Holdings Inc. | Sanmina Corporation | | Belden Inc. | F5, Inc. | MKS Instruments, Inc. | Skyworks Solutions, Inc. | | Celestica Inc. | IPG Photonics Corporation | Novanta Inc. | Trimble Inc. | | Ciena Corporation | Jabil Inc. | Plexus Corporation | Zebra Technologies Corporation |
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:
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; |
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; |
Short-Term Cash Incentive Awards
| • | the minimum performance threshold for each metric is 90% of the target for such metric; |
Short-Term Cash Incentive Awards
| • | the maximum bonus opportunity is 120% of the target bonus opportunity; |
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 |
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. |
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 2025, the Compensation Committee approved our cash incentive plan for fiscal 2026 (the “Fiscal 2026 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 2026 Bonus Plan were the same as the corresponding targets under our fiscal 2026 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 2026 Bonus Plan would have required high levels of corporate performance that the Compensation Committee believed were realistic and achievable. In structuring the Fiscal 2026 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 2026 Bonus Plan were as follows ($ in millions):
Short-Term Cash Incentive Awards
| Performance Metric | Weight | Minimum Threshold(1) | Target(2) | Maximum(3) | Actual Performance | Actual Performance (% of Target) | | Revenue | 50% | $3,600.0 | $4,000.0 | $4,200.0 | $4,641.1 | 116.0% | | Non-GAAP Operating Margin(4) | 50% | 8.91% | 9.9% | 10.4% | 10.77% | 108.8% |
Short-Term Cash Incentive Awards
| (1) Below this amount, no bonuses would have been earned with respect to the applicable performance metric. |
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. |
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. |
Short-Term Cash Incentive Awards
| (4) Non-GAAP operating margin excluded share-based compensation expenses, severance payment and others, legal and litigation costs, restructuring and other related costs, non-marketable equity securities revaluation, and charges arising from the implementation or application of the OECD Pillar Two global minimum tax framework, including charges resulting from changes in implementing regulations, administrative guidance or related governmental measures, as shown on Appendix A. |
Short-Term Cash Incentive Awards
| 44 | | 2026 PROXY STATEMENT |
Short-Term Cash Incentive Awards
In August 2026, 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 2026 Bonus Plan. The following table describes the target, maximum and actual bonus amounts for each of our Named Officers under the Fiscal 2026 Bonus Plan.
Short-Term Cash Incentive Awards
| Name | FY26 Target Bonus Opportunity | FY26 Target Bonus Opportunity (% of Salary) | FY26 Maximum Bonus Opportunity | FY26 Maximum Bonus Opportunity (% of Salary) | FY26 Actual Bonus | FY26 Actual Bonus (% of Target Bonus Opportunity) | | Seamus Grady | $1,932,000 | 140% | $2,318,400 | 168% | $2,318,400 | 120% | | Dr. Harpal Gill | $1,462,500 | 130% | $1,755,000 | 156% | $1,755,000 | 120% | | Csaba Sverha | THB 24,380,400 | 100% | THB 29,256,480 | 120% | THB 29,256,480 | 120% | | Edward T. Archer | $459,000 | 85% | $550,800 | 102% | $550,800 | 120% |
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. 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 2025 that will be earned, if at all, following a cumulative 2-year performance period covering fiscal 2026 and fiscal 2027. 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 2026. 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. For fiscal 2026, equity award grants to our Named Officers were weighted heavily toward performance, as shown in the table below.
Long-Term Equity Incentive Awards
| Name | % of FY26 Performance-Based Equity Awards (PSUs) | % of FY26 Time-Based Equity Awards (RSUs) | | Mr. Grady | 67% | 33% | | Dr. Gill | 67% | 33% | | Mr. Sverha | 67% | 33% | | Mr. Archer | 67% | 33% |
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.
Long-Term Equity Incentive Awards
| | 2026 PROXY STATEMENT | 45 |
Long-Term Equity Incentive Awards
The following table shows the number of ordinary shares covered by RSUs, PSUs and “stretch” PSUs (“Stretch PSUs”) that were granted to our Named Officers in fiscal 2026 and the intended value (assuming achievement of the highest level of performance conditions where applicable) of such equity awards at the time of grant.
Long-Term Equity Incentive Awards
| Name | Number of Shares Subject to Time-Based RSUs | Intended Value of Time-Based RSUs(1) | Number of Shares Subject to PSUs | Intended Value of PSUs at Maximum Level of Performance(1) | Number of Shares Subject to “Stretch” PSUs | Intended Value of “Stretch” PSUs at Maximum Level of Performance(1) | | Seamus Grady | 11,371 | $3,150,000 | 11,371 | $3,150,000 | 11,371 | $3,150,000 | | Dr. Harpal Gill | 6,245 | $1,730,000 | 6,245 | $1,730,000 | 6,245 | $1,730,000 | | Csaba Sverha | 3,754 | $1,040,000 | 3,754 | $1,040,000 | 3,754 | $1,040,000 | | Edward T. Archer | 3,033 | $840,000 | 3,033 | $840,000 | 3,033 | $840,000 |
Long-Term Equity Incentive Awards
| (1) The intended value of each of these equity awards was converted into a number of shares subject to the applicable RSUs, PSUs or Stretch PSUs by dividing the intended value by $277.04, the closing price per share of our ordinary shares on the NYSE on the date of grant, and rounding up to the nearest whole share. |
Long-Term Equity Incentive Awards
The RSUs granted to our Named Officers in fiscal 2026 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 2026 and fiscal 2027 revenue goal (the “PSU Revenue Target”) and 50% on achievement of a cumulative fiscal 2026 and fiscal 2027 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 2026 and fiscal 2027 revenue goal that is 5% higher than the PSU Revenue Target (the “Stretch PSU Revenue Target”) and 50% on achievement of a cumulative fiscal 2026 and fiscal 2027 non-GAAP operating margin goal that is 5 basis points 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.
Long-Term Equity Incentive Awards
| 46 | | 2026 PROXY STATEMENT |
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.
Severance and Other Benefits Upon Termination of Employment
| | 2026 PROXY STATEMENT | 47 |
Results of PSU Awards Granted in Prior Fiscal Years
Results of PSU Awards Granted in Prior Fiscal Years In August 2024, the Compensation Committee granted PSUs (the “FY25-26 Base PSUs”) and Stretch PSUs (the “FY25-26 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 29, 2024 and ended on June 26, 2026 (the “FY25-26 Cycle”). For the FY25-26 Cycle, we achieved cumulative revenue of $8,060.4 million and cumulative non-GAAP operating margin of 10.679%. Our cumulative revenue exceeded the highest revenue goals of $6,293.5 million and $6,608.2 million established by the Compensation Committee under the FY25-26 Base PSUs and FY25-26 Stretch PSUs, respectively. Our cumulative non-GAAP operating margin (i) exceeded the highest non-GAAP operating margin goal of 10.2% established by the Compensation Committee under the FY25-26 Base PSUs and (ii) fell between the threshold non-GAAP operating margin goal of 10.2% and the highest non-GAAP operating margin goal of 10.7% established by the Compensation Committee under the FY25-26 Stretch PSUs. Accordingly, on August 11, 2026, the Compensation Committee certified that 100% of the FY25-26 Base PSUs and 97.9% of the FY25-26 Stretch PSUs were earned based on our achievement of the performance measures for the FY25-26 Cycle. The remaining FY25-26 Stretch PSUs were forfeited. The tables below provide information regarding the FY25-26 Base PSUs and FY25-26 Stretch PSUs, including the performance requirements and number of our ordinary shares earned.
Results of PSU Awards Granted in Prior Fiscal Years
| FY25-26 Base PSUs | | | | | | | Name | Date of Grant | Target (and Maximum) Number of Shares That Could Have Vested for FY25-26 Cycle | Actual Number of Shares Vested for FY25-26 Cycle | Performance Measures for FY25-26 Cycle | Actual Performance for FY25-26 Cycle | | Mr. Grady | 8/22/2024 | 10,121 | 10,121 | 10% to 50% vesting based on achievement of revenue between $5,664.2 million and $6,293.5 million 10% to 50% vesting based on achievement of non-GAAP operating margin between 9.2% and 10.2% | Revenue of $8,060.4 million Non-GAAP operating margin of 10.679% | | Dr. Gill | 8/22/2024 | 6,493 | 6,493 | | | | Mr. Sverha | 8/22/2024 | 3,820 | 3,820 | | | | Mr. Archer | 8/22/2024 | 3,056 | 3,056 | | |
Results of PSU Awards Granted in Prior Fiscal Years
| FY25-26 Stretch PSUs | | | | | | | Name | Date of Grant | Target (and Maximum) Number of Shares That Could Have Vested for FY25-26 Cycle | Actual Number of Shares Vested for FY25-26 Cycle | Performance Measures for FY25-26 Cycle | Actual Performance for FY25-26 Cycle | | Mr. Grady | 8/22/2024 | 10,121 | 9,908 | 0% to 50% vesting based on achievement of revenue between $6,293.5 million and $6,608.2 million 0% to 50% vesting based on achievement of non-GAAP operating margin between 10.2% and 10.7% | Revenue of $8,060.4 million Non-GAAP operating margin of 10.679% | | Dr. Gill | 8/22/2024 | 6,493 | 6,356 | | | | Mr. Sverha | 8/22/2024 | 3,820 | 3,739 | | | | Mr. Archer | 8/22/2024 | 3,056 | 2,991 | | |
Summary Compensation Table
Summary Compensation Table The following table presents information regarding the total compensation of our Named Officers, who consist of (i) our principal executive officer, (ii) our principal financial officer, and (iii) our other most highly compensated executive officers, other than our principal executive officer and principal financial officer, who were serving as executive officers at the end of fiscal 2026.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Seamus Grady Chief Executive Officer | 2026 | 1,380,000 | 9,450,666 | 2,318,400 | 453,383 | 13,602,449 | | | 2025 | 1,350,000 | 7,950,249 | 2,208,654 | 435,232 | 11,944,135 | | | 2024 | 1,250,000 | 7,799,780 | 1,944,313 | 88,098 | 11,082,191 | | Dr. Harpal Gill President and Chief Operating Officer | 2026 | 1,125,000 | 5,190,345 | 1,755,000 | 1,223,670 | 9,294,015 | | | 2025 | 1,100,000 | 5,100,381 | 1,671,098 | 2,156,467 | 10,027,946 | | | 2024 | 1,060,000 | 4,874,564 | 1,648,777 | 1,342,592 | 8,925,933 | | Csaba Sverha(5) Executive Vice President, Chief Financial Officer | 2026 | 750,628 | 3,120,024 | 900,754 | 295,168 | 5,066,574 | | | 2025 | 625,000 | 3,000,687 | 730,375 | 273,635 | 4,629,697 | | | 2024 | 590,000 | 2,699,722 | 600,045 | 229,114 | 4,118,881 | | Edward T. Archer Executive Vice President, Sales & Marketing | 2026 | 540,000 | 2,520,786 | 550,800 | 84,581 | 3,696,167 | | | 2025 | 520,000 | 2,400,549 | 516,521 | 87,907 | 3,524,977 | | | 2024 | 510,000 | 2,249,689 | 488,172 | 87,498 | 3,335,359 |
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 26, 2026, filed with the SEC on August 18, 2026. These amounts do not necessarily correspond to the actual value that may be recognized by the Named Officer. |
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. |
Summary Compensation Table
On August 12, 2025, the Compensation Committee approved the grant, effective as of August 21, 2025 (the third trading day following the Company’s fiscal 2025 fourth-quarter earnings release), 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 2026 and fiscal 2027. 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 2026 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:
Summary Compensation Table
| Name | Maximum Value of PSUs and “Stretch” PSUs Granted in Fiscal 2026 (FY26-27 Performance Period) | | Seamus Grady | 6,300,444 | | Dr. Harpal Gill | 3,460,230 | | Csaba Sverha | 2,080,016 | | Edward T. Archer | 1,680,524 |
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 2026 Bonus Plan are reported as compensation for fiscal 2026 but were paid in fiscal 2027. Amounts earned under our Fiscal 2025 Bonus Plan are reported as compensation for fiscal 2025 but were paid in fiscal 2026. Amounts earned under our fiscal 2024 cash-based incentive plan are reported as compensation for fiscal 2024 but were paid in fiscal 2025. For more information, see the “Grants of Plan-Based Awards in Fiscal 2026” table below. |
Summary Compensation Table
| (4) For more information, see the “All Other Compensation for Fiscal 2026” table below. |
Summary Compensation Table
| (5) Mr. Sverha is based in Thailand. Mr. Sverha’s fiscal 2024 and fiscal 2025 salary, non-equity incentive plan compensation, and certain amounts reported in the “All Other Compensation” column were approved in U.S. dollars, but paid in his home country currency of Thai baht. Mr. Sverha’s fiscal 2026 salary, non-equity incentive plan compensation, and certain amounts reported in the “All Other Compensation” column were approved and paid in his home country currency of Thai baht. Fiscal 2026 amounts were converted from Thai baht to U.S. dollars using the Fabrinet Corporate Group THB to USD Exchange Rate, which was the Bank of Thailand’s middle rate (midpoint of the bid and ask rates) as of June 26, 2025, of 32.48 Thai baht to 1 U.S. dollar. |
Summary Compensation Table
| 50 | | 2026 PROXY STATEMENT |
Grants of Plan-Based Awards in Fiscal 2026
Grants of Plan-Based Awards in Fiscal 2026 The following table presents information concerning each grant of an award made to a Named Officer in fiscal 2026 under any plan. No option awards were granted to a Named Officer in fiscal 2026.
Grants of Plan-Based Awards in Fiscal 2026
| | | | | 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 | — | — | FY26 Bonus Plan | 193,200 | 1,932,000 | 2,318,400 | — | — | — | — | — | | | 8/21/2025 | 8/12/2025 | RSU(4) | — | — | — | — | — | — | 11,371 | 3,150,222 | | | 8/21/2025 | 8/12/2025 | PSU(4) | — | — | — | 1,137 | 11,371 | 11,371 | — | 3,150,222 | | | 8/21/2025 | 8/12/2025 | “Stretch” PSU(4) | — | — | — | — | 11,371 | 11,371 | — | 3,150,222 | | Dr. Harpal Gill | — | — | FY26 Bonus Plan | 146,250 | 1,462,500 | 1,755,000 | — | — | — | — | — | | | 8/21/2025 | 8/12/2025 | RSU(4) | — | — | — | — | — | — | 6,245 | 1,730,115 | | | 8/21/2025 | 8/12/2025 | PSU(4) | — | — | — | 625 | 6,245 | 6,245 | — | 1,730,115 | | | 8/21/2025 | 8/12/2025 | “Stretch” PSU(4) | — | — | — | — | 6,245 | 6,245 | — | 1,730,115 | | Csaba Sverha | — | — | FY26 Bonus Plan | 75,063 | 750,628 | 900,754 | — | — | — | — | — | | | 8/21/2025 | 8/12/2025 | RSU(4) | — | — | — | — | — | — | 3,754 | 1,040,008 | | | 8/21/2025 | 8/12/2025 | PSU(4) | — | — | — | 375 | 3,754 | 3,754 | — | 1,040,008 | | | 8/21/2025 | 8/12/2025 | “Stretch” PSU(4) | — | — | — | — | 3,754 | 3,754 | — | 1,040,008 | | Edward T. Archer | — | — | FY26 Bonus Plan | 45,900 | 459,000 | 550,800 | — | — | — | — | — | | | 8/21/2025 | 8/12/2025 | RSU(4) | — | — | — | — | — | — | 3,033 | 840,262 | | | 8/21/2025 | 8/12/2025 | PSU(4) | — | — | — | 303 | 3,033 | 3,033 | — | 840,262 | | | 8/21/2025 | 8/12/2025 | “Stretch” PSU(4) | — | — | — | — | 3,033 | 3,033 | — | 840,262 |
Grants of Plan-Based Awards in Fiscal 2026
| (1) Amounts reported represent the potential threshold, target and maximum cash incentive award amounts depending on the level of performance achieved under the Fiscal 2026 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 2026 Bonus Plan, to 120% of the target payout, which represented the maximum payout possible under the Fiscal 2026 Bonus Plan. In August 2026, the Compensation Committee determined that we exceeded the maximum pre-established performance targets under the Fiscal 2026 Bonus Plan and awarded the maximum 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. |
Grants of Plan-Based Awards in Fiscal 2026
| (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 2026 and fiscal 2027. 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. |
Grants of Plan-Based Awards in Fiscal 2026
| (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. |
Grants of Plan-Based Awards in Fiscal 2026
| (4) Granted under our 2020 Equity Incentive Plan. |
Grants of Plan-Based Awards in Fiscal 2026
| 52 | | 2026 PROXY STATEMENT |
Outstanding Equity Awards at Fiscal 2026 Year-End
Outstanding Equity Awards at Fiscal 2026 Year-End The following table presents information regarding the outstanding equity awards held by each Named Officer as of the end of fiscal 2026.
Outstanding Equity Awards at Fiscal 2026 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 | 8/21/2025 | 11,371 | 5,967,387 | — | — | | | 8/21/2025(5) | — | — | 11,371(6) | 5,967,387 | | | 8/21/2025(5) | — | — | 11,371(6) | 5,967,387 | | | 8/22/2024 | 6,748 | 3,541,283 | — | — | | | 8/22/2024(7) | — | — | 10,121(8) | 5,311,400 | | | 8/22/2024(7) | — | — | 10,121(9) | 5,311,400 | | | 8/24/2023 | 5,454 | 2,862,205 | — | — | | Dr. Harpal Gill | 8/21/2025 | 6,245 | 3,277,314 | — | — | | | 8/21/2025(5) | — | — | 6,245(6) | 3,277,314 | | | 8/21/2025(5) | — | — | 6,245(6) | 3,277,314 | | | 8/22/2024 | 4,329 | 2,271,816 | — | — | | | 8/22/2024(7) | — | — | 6,493(8) | 3,407,461 | | | 8/22/2024(7) | — | — | 6,493(9) | 3,407,461 | | | 8/24/2023 | 3,409 | 1,789,009 | — | — | | Csaba Sverha | 8/21/2025 | 3,754 | 1,970,062 | — | — | | | 8/21/2025(5) | — | — | 3,754(6) | 1,970,062 | | | 8/21/2025(5) | — | — | 3,754(6) | 1,970,062 | | | 8/22/2024 | 2,547 | 1,336,640 | — | — | | | 8/22/2024(7) | — | — | 3,820(8) | 2,004,698 | | | 8/22/2024(7) | — | — | 3,820(9) | 2,004,698 | | | 8/24/2023 | 1,888 | 990,804 | — | — | | Edward T. Archer | 8/21/2025 | 3,033 | 1,591,688 | — | — | | | 8/21/2025(5) | — | — | 3,033(6) | 1,591,688 | | | 8/21/2025(5) | — | — | 3,033(6) | 1,591,688 | | | 8/22/2024 | 2,038 | 1,069,522 | — | — | | | 8/22/2024(7) | — | — | 3,056(8) | 1,603,758 | | | 8/22/2024(7) | — | — | 3,056(9) | 1,603,758 | | | 8/24/2023 | 1,573 | 825,495 | — | — |
Outstanding Equity Awards at Fiscal 2026 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. |
Outstanding Equity Awards at Fiscal 2026 Year-End
| (2) Values reported were determined by multiplying the number of unvested time-based RSUs by $524.79, the closing price on the NYSE of our ordinary shares on June 26, 2026, the last business day of fiscal 2026. |
Outstanding Equity Awards at Fiscal 2026 Year-End
| (3) Amounts reported assume achievement in full of performance measures under PSU and “Stretch” PSU awards. |
Outstanding Equity Awards at Fiscal 2026 Year-End
| (4) Values reported determined by multiplying the number of unvested PSUs and “Stretch” PSUs (assuming achievement in full of performance measures) by $524.79, the closing price on the NYSE of our ordinary shares on June 26, 2026, the last business day of fiscal 2026. |
Outstanding Equity Awards at Fiscal 2026 Year-End
| (5) The performance cycle for this award began on June 28, 2025 and ends on June 25, 2027 (the “fiscal 2026-2027 cycle”). |
Outstanding Equity Awards at Fiscal 2026 Year-End
| (6) This award will vest, if at all, following the end of the fiscal 2026-2027 cycle, on the date the Compensation Committee certifies achievement of the applicable performance criteria. |
Outstanding Equity Awards at Fiscal 2026 Year-End
| (7) The performance cycle for this award began on June 29, 2024 and ended on June 26, 2026 (the “fiscal 2025-2026 cycle”). |
Outstanding Equity Awards at Fiscal 2026 Year-End
| (8) In August 2026, 100% of the shares subject to this award vested following the Compensation Committee’s certification of achievement of the performance criteria for the fiscal 2025-2026 cycle. |
Outstanding Equity Awards at Fiscal 2026 Year-End
| (9) In August 2026, 97.9% of the shares subject to this award vested and 2.1% of the shares subject to this award were forfeited following the Compensation Committee’s certification of achievement of the performance criteria for the fiscal 2025-2026 cycle. |
Outstanding Equity Awards at Fiscal 2026 Year-End
| | 2026 PROXY STATEMENT | 53 |
Option Exercises and Shares Vested in Fiscal 2026
Option Exercises and Shares Vested in Fiscal 2026 The following table presents information concerning the exercise of options and the vesting of stock awards in fiscal 2026 for each of our Named Officers.
Option Exercises and Shares Vested in Fiscal 2026
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Seamus Grady | — | — | 48,650 | 16,319,161 | | Dr. Harpal Gill | — | — | 30,780 | 10,319,904 | | Csaba Sverha | — | — | 16,902 | 5,665,621 | | Edward T. Archer | — | — | 14,160 | 4,747,292 |
Option Exercises and Shares Vested in Fiscal 2026
| (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. |
Option Exercises and Shares Vested in Fiscal 2026
| 54 | | 2026 PROXY STATEMENT |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
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 2026 was $13,602,449. We estimate that our median employee’s total annual compensation for fiscal 2026 was $10,331, making our CEO’s pay in fiscal 2026 approximately 1,317 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 2026 (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 2026; (3) grant date fair value of equity awards granted during fiscal 2026; and (4) perquisites paid in fiscal 2026. Our calculation includes all employees in the United States, Israel, China and Thailand as of June 26, 2026, the last day of fiscal 2026. As of that date, we had 299 employees located in the United States and 21,222 employees located outside of the United States. Our employees located in the Cayman Islands and Singapore (an aggregate total of 2 employees) were excluded from the calculation under the de minimis exception provided for in Item 402(u). We applied exchange rates as of June 26, 2026 to the compensation elements paid in Israeli Shekel, Chinese Renminbi and Thai baht.
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.
Pay Versus Performance
| 62 | | 2026 PROXY STATEMENT |
Pay Versus Performance Table
Pay Versus Performance Table
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) | | | | 2026 | 13,602,449 | 31,426,383 | 6,018,919 | 13,312,881 | 550.73 | 104.63 | 473,027,000 | 4,641,097,000 | | 2025 | 11,944,135 | 14,317,231 | 6,060,873 | 7,075,117 | 310.23 | 95.17 | 332,527,000 | 3,419,327,000 | | 2024 | 11,082,191 | 22,024,695 | 5,460,058 | 10,114,716 | 256.89 | 74.29 | 296,181,000 | 2,882,967,000 | | 2023 | 10,527,608 | 16,428,208 | 5,203,532 | 7,754,768 | 136.30 | 75.34 | 247,913,000 | 2,645,237,000 | | 2022 | 9,936,955 | 7,818,062 | 4,798,154 | 3,840,220 | 87.32 | 74.55 | 200,380,000 | 2,262,224,000 |
Pay Versus Performance Table
| (1) The following table shows our PEO and non-PEO NEOs for each of the reported fiscal years. |
Pay Versus Performance Table
| | Fiscal 2026 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | PEO | Seamus Grady | Seamus Grady | Seamus Grady | Seamus Grady | Seamus Grady | | Non-PEO NEOs | Dr. Harpal Gill | Dr. Harpal Gill | Dr. Harpal Gill | Dr. Harpal Gill | Dr. Harpal Gill | | | Csaba Sverha | Csaba Sverha | Csaba Sverha | Csaba Sverha | Csaba Sverha | | | Edward T. Archer | Edward T. Archer | Edward T. Archer | Edward T. Archer | Edward T. Archer |
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. |
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 for fiscal 2026, which consisted solely of adjustments to equity awards: |
Pay Versus Performance Table
| Adjustment Table for PEO | Fiscal 2026 | | Summary Compensation Table Total for PEO | $13,602,449 | | Subtract grant date fair value of equity awards reported in Summary Compensation Table | (9,450,666) | | 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 | 17,902,161 | | 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 | 7,435,191 | | 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 | 1,937,248 | | 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) | 17,823,934 | | Compensation Actually Paid to PEO | $31,426,383 |
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. |
Pay Versus Performance Table
| | 2026 PROXY STATEMENT | 63 |
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 fiscal 2026, which consisted solely of adjustments to equity awards: |
Pay Versus Performance Table
| Adjustment Table for non-PEO NEOs | Fiscal 2026 | | Average Summary Compensation Table Total for non-PEO NEOS | $6,018,919 | | Subtract grant date fair value of equity awards reported in Summary Compensation Table | (3,610,385) | | 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 | 6,839,063 | | 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 | 3,248,256 | | 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 | 817,028 | | 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) | 7,293,962 | | Average Compensation Actually Paid to non-PEO NEOs | $13,312,881 |
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. |
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 26, 2026. 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. |
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. |
Pay Versus Performance Table
| (9) In our assessment, revenue is the most important financial performance measure used by Fabrinet in fiscal 2026 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. |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures