DEF 14A of Jabil Inc, Dec 12, 2024

DEF 14A of Jabil Inc

Filed Dec 12, 2024 · FY20240001193125-24-277123

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees Our Board recommends that you vote FOR each of the director nominees named below for terms that expire at the Annual Meeting to be held in 2026. The following table provides summary information about each nominee, and you can find additional information under “Proposal 1, Election of Directors” on page 16. All directors with the exception of Messrs. Mondello and Dastoor are independent.

  2. Our Director Nominees

    | | | | Committee Memberships | | | | | | Name Occupation | Age | Director Since | AC | CC | CSC | N& CGC | No. of Other Public Boards | | Anousheh Ansari CEO, XPRIZE | 58 | 2016 | | | | | 0 | | Michael Dastoor CEO and Director, Jabil Inc. | 59 | 2024 | | | | | 1 | | Christopher S. Holland Former SVP & CFO, C. R. Bard, Inc. | 58 | 2018 | | | | | 1 | | Mark T. Mondello Chairman of the Board, Jabil Inc. | 60 | 2013 | | | | | 0 | | John C. Plant CEO, Chairman, Howmet Aerospace Inc. | 71 | 2016 | | | | | 2 | | Steven A. Raymund Retired Chairman & CEO, Tech Data Corporation and Lead Independent Director, Jabil Inc. | 69 | 1996 | | | | | 1 | | James Siminoff Chief Strategy Officer, Latch Inc. | 48 | 2024 | | | | | 0 | | N.V. “Tiger” Tyagarajan Former President and CEO, Genpact Limited | 63 | 2024 | | | | | 1 | | Kathleen A. Walters Retired EVP & Group President, Georgia-Pacific | 73 | 2019 | | | | | 0 |

  3. Our Director Nominees

    | KEY | | | Member | AC – Audit Committee | | Chair | CC – Compensation Committee | | Financial Expert | CSC – Cybersecurity Committee | | | N&CGC – Nominating & Corporate Governance Committee |

  4. Director Nominee Highlights

    Director Nominee Highlights

  5. Director Nominee Highlights

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 3 |

  6. Nominees

    Nominees Nine directors are to be elected at the Annual Meeting. Jabil’s Board of Directors has authorized the nomination of all director candidates named below. Unless otherwise instructed, the proxy holders will vote the proxies received by them for Jabil’s nine nominees, all of whom are presently directors of Jabil. Mr. Dastoor was appointed to the Board of Directors in September 2024 following his appointment as CEO in May 2024. All other nominees were last elected by our stockholders at the Annual Meeting of Stockholders held in January 2024. If any nominee of Jabil 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 shall be designated by the present Board of Directors to fill the vacancy. Jabil is not aware of any nominee who will be unable or will decline to serve as a director. The term of office of each person elected as a director will continue until the next annual meeting of stockholders and until a successor has been elected and qualified, or until his or her earlier death, resignation or removal. There are no family relationships among any of the directors and executive officers of Jabil. There are no arrangements or understandings between any of the persons nominated to be a director and any other persons pursuant to which any of such nominees was selected. A majority of the director nominees are “independent” as defined in the applicable listing standards of the NYSE.

  7. Nominees

    | Anousheh Ansari Director Since: 2016 Age: 58 Prior Public Company Boards: • XOS, Inc. (2021- 2023) | Ms. Ansari’s extensive business and leadership experience, particularly in the technology industry, including her service as the CEO of XPRIZE and, prior to that, Prodea Systems, qualifies her for re-election to the Board. Career Highlights • CEO of XPRIZE, a 501(c)(3) nonprofit that designs and implements competition models to solve world challenges (2018 - present) and Member of the XPRIZE Board and Audit Committee since 2001 • CEO and Chairman of Prodea Systems, a privately held company she founded that provides services and applications for in-home smart devices, networked appliances and mobile lifestyle devices (2006-2018) Education • B.S. in Electronics and Computer Engineering from George Mason University • Master’s in Electrical Engineering from George Washington University |

  8. Nominees

    | Michael Dastoor Director Since: 2024 Age: 59 Other Public Company Boards: • Columbus McKinnon | Mr. Dastoor’s current service as Chief Executive Officer of Jabil, his significant financial experience, coupled with broad knowledge of Jabil and its industry, qualify him for election to the Board. Career Highlights • Chief Executive Officer (May 2024-present) • Chief Financial Officer of Jabil Inc. (2018-2024) • Senior Vice President, Controller and various other positions since joining Jabil in 2000 Education • Degree in Finance and Accounting from University of Bombay |

  9. Nominees

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 16 |

  10. Nominees

    | Christopher S. Holland Director Since: 2018 Age: 58 Other Public Company Boards: • STERIS PLC (since 2020) | Mr. Holland’s extensive financial and operational experience, particularly in large, multi-national corporations in the services, healthcare and manufacturing sectors, qualifies him for re-election to the Board. Career Highlights • Senior Vice President and Chief Financial Officer of C.R. Bard, Inc., a multinational developer, manufacturer and marketer of medical technologies and products (2012-2017); in 2015 he assumed responsibility for Business Development, Corporate Marketing, Reimbursement, Healthcare Economics and Strategy; and headed Bard Medical Division (2013-2015) • Senior Vice President, Finance and Treasurer of Aramark Corporation, a global provider of food, facilities and uniform services (2006-2012) Education • B.A. in Economics and Political Science from Drew University • M.B.A. in Finance from New York University - Leonard N. Stern School of Business |

  11. Nominees

    | Mark T. Mondello Director Since: 2013 Age: 60 Other Public Company Boards: • None | Mr. Mondello’s tenure as CEO of Jabil and current service as Chairman, as well as his extensive knowledge of Jabil and its industry, qualify him for re-election to the Board. Career Highlights • Chairman of the Board of Directors (November 2021-present and director since 2013) with continuing executive responsibilities related to acquisitions, divestitures and other strategic matters • Mr. Mondello served as CEO of Jabil Inc. from 2013 to 2023 and as Chief Operating Officer from 2002 to 2013. Mr. Mondello joined Jabil in 1992 as a manufacturing supervisor and has held various leadership roles, including SVP, Business Development. Prior to joining Jabil, Mr. Mondello was a commercial and defense-related aerospace project manager for Moog, Inc. Education • B.S. in Mechanical Engineering from the University of South Florida |

  12. Nominees

    | John C. Plant Director Since: 2016 Age: 71 Other Public Company Boards: • Howmet Aerospace Inc. (since 2016) • MASCO Corporation (since 2012) | Mr. Plant’s current public company executive experience as well as his distinguished career in the automotive industry, spanning nearly 40 years, and his leadership in and succession to key executive roles provide strategic and operational perspectives to the deliberations of the Board and qualify him for re-election. Career Highlights • Chairman and CEO, Howmet Aerospace Inc., a global leader in engineered metal products (2021-present). Howmet was created after the separation of Arconic Inc., a lightweight metals engineering & manufacturing company, where he served as CEO (2019-2020) and Chairman (2017-2020). Mr. Plant served as co-CEO of Howmet Aerospace Inc. from 2020 until 2021 • CEO, President and Chairman of TRW Automotive Holdings Corporation, (“TRW”), a diverse automotive supplier, which was renamed ZF TRW Automotive in 2015 (2011-2015) Education • B.A. Commerce in Economics, Accounting & Law from University of Birmingham • Fellow of the Institute of Chartered Accountants |

  13. Nominees

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 17 |

  14. Nominees

    | Steven A. Raymund Director Since: 1996 Age: 69 Other Public Company Boards: • Wesco (since 2006) | Mr. Raymund’s considerable experience as Chief Executive Officer and Chairman of a Fortune 500 company in a global distribution business, as well as his supply chain expertise, broad experience as a public company director in various industries, and as an audit committee financial expert qualify him for re-election to the Board. Career Highlights • Chairman of the Board, Tech Data Corporation, a distributor of personal computer products (2001-2017); Chief Executive Officer (1986-2006); and Chief Operating Officer (1984-1986) Education • B.S. in Economics from the University of Oregon • Master’s Degree in International Politics from Georgetown University, School of Foreign Services |

  15. Nominees

    | James Siminoff Director Since: January 2024 Age: 48 Other Public Company Boards: • None | Mr. Siminoff’s experience as a lifetime entrepreneur with a track record of building successful consumer electronics businesses qualifies him for re-election to the Board. Career Highlights • Chief Strategy Officer, Latch • CEO, Ring (2018-2023) • Founder and Chief Inventor, Ring (2011 until its acquisition by Amazon in 2018) Education • B.S. in Entrepreneurship from Babson College |

  16. Nominees

    | N.V. “Tiger” Tyagarajan Director Since: January 2024 Age: 63 Other Public Company Boards: • Genpact Limited (since 2011) | Mr. Tyagarajan’s experience leading a global professional services firm and his understanding of global business, including in India and Southeast Asia, qualify him for re-election to the Board. Career Highlights • President and Chief Executive Officer at Genpact Limited, a global professional services firm (2011–2024) and Director (2011-present). Prior to that, he was Genpact’s Chief Operating Officer (2009-2011) and its Executive Vice President and Head of Sales, Marketing and Business Development (2005-2009). Education • Degree in Mechanical Engineering from the Indian Institute of Technology, Mumbai • M.B.A. from Indian Institute of Management, Ahmedabad |

  17. Nominees

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 18 |

  18. Nominees

    | Kathleen A. Walters Director Since: 2019 Age: 73 Prior Public Company Boards: • Jabil Inc. (2005-2010) | Ms. Walters’ in-depth knowledge of Jabil’s core business as a previous Director of the Company, in addition to extensive global consumer products and paper industry experience qualify her for re-election to the Board. Career Highlights • EVP & Group President, Consumer Products, Georgia-Pacific, a Koch Company, with responsibility for the company’s consumer and business to business packaged goods businesses worldwide (2007-2019) • Served on the INVISTA Board of Managers, Koch Industries (retired 2019) • Serves on the Board of Trustees, Syracuse University • Serves on the Board of World Affairs Council of Atlanta (2017-present) • Serves on the Board of Georgia Aquarium (2008-present) Education • B.S. in Mathematics from Syracuse University • M.B.A. in Finance & Strategic Planning from Wharton School, University of Pennsylvania |

  19. Director Compensation

    Director Compensation The Board has determined that compensation for non-management directors should be a mix of cash and equity. We annually compare our director compensation to the compensation paid by the peer group described below in “NEO Total Direct Compensation Mix – Competitive Benchmarking.” Based on this comparison, our fiscal year 2024 director compensation was at the 47th percentile of the comparator group. The Nominating and Corporate Governance Committee, on the recommendation of the Company’s compensation consultant, will eliminate committee member fees beginning in January 2025. In lieu of committee member fees, each directors’ annual board retainer will be increased from $85,000 to $110,000. Committee chair fees will remain the same.

  20. Fiscal Year 2024 Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Mark T. Mondello((3)) | — | — | — | — | | Michael Dastoor(4) | — | — | — | — | | Steven A. Raymund | 175,000 | 208,544 | 1,152 | 384,696 | | Anousheh Ansari | 127,500 | 208,544 | 1,152 | 337,196 | | Christopher S. Holland | 140,000 | 208,544 | 1,152 | 349,696 | | John C. Plant | 100,000 | 208,544 | 1,152 | 309,696 | | Thomas Sansone | 110,000 | 198,688 | 1,280 | 309,968 | | James Siminoff | 82,500 | 161,434 | 0 | 243,934 | | David M. Stout | 95,000 | 208,544 | 1,152 | 304,696 | | N.V. “Tiger” Tyagarajan | 82,500 | 161,434 | 0 | 243,934 | | Kathleen A. Walters | 125,000 | 208,544 | 1,152 | 334,696 | | Kenneth S. Wilson((5)) | — | — | — | — |

  21. Executive Compensation Guiding Principles, Philosophy & Rationale

    | Competitiveness | Total compensation should be sufficient to attract, retain and incentivize the leadership team. Each element should be benchmarked relative to peers and the broader marketplace for executive talent. | To attract highly qualified executives, motivate executives to perform at their highest levels and retain executives with the leadership abilities and skills necessary to drive and build long-term stockholder value, compensation must be competitive and reflect the value of each executive’s position in the market and within Jabil. • Compensation opportunities should be established based on the marketplace in which we compete for talent, with consideration given to skills and geography. • To help ensure our compensation is appropriately competitive, target direct compensation, as a whole, should generally align with market median practices. While target total compensation should be competitive, performance that exceeds target should be appropriately rewarded. Individual pay opportunities may fall above or below target opportunities based upon individual performance, experience and retention risk. | | Balance | The elements of compensation are balanced to motivate each NEO to achieve both long-term and short-term objectives. We rely more heavily on equity-based awards, as we believe this element has the strongest alignment to the achievement of stockholder value over the long term. | Elements of compensation should be balanced and reflect a performance-based orientation focused on the achievement of short-term milestones in support of long-term stockholder value creation. Our compensation program is designed to be challenging but fair. Executives should have the opportunity to earn market competitive pay for delivering expected results. As results exceed expectations (both internal and external), pay levels may increase above market median levels. If performance falls below expected levels, actual pay may fall below market median levels. The approach to compensation should assure that adverse or excessive risk taking is discouraged. All aspects of the program should be consistent with sound corporate governance. |

  22. NEO Total Direct Compensation Mix

    NEO Total Direct Compensation Mix The following chart illustrates the fiscal year 2024 target compensation for the NEOs by element of compensation as a percentage of the NEOs’ target total direct compensation (that is, salary plus the target value of the short-term cash and long-term incentives). In the CEO column, we have provided the average aggregate value of each item for Mr. Dastoor and Mr. Wilson. This chart assists in demonstrating our compensation philosophy that a significant majority of each NEO’s compensation be at-risk, tied to performance (both short-term and long-term) and mostly composed of equity. It reflects the mix of salary, cash and equity-based incentives at the target levels established at the beginning of fiscal year 2024. “Annual Salary” is the annual salary initially established for each NEO for fiscal year 2024 and “Target Cash Annual Incentive” means the target award opportunity under the annual incentive program for fiscal year 2024. The amounts shown for “Performance- Based Equity,” and “Time-Based Equity” reflect the grant date fair values at target for fiscal year 2024. We provide executives with minimal perquisites and, as a result, have omitted them from the table below. For each of the NEOs above, the performance-based equity and the target cash annual incentive are variable, “at-risk” elements of compensation and the time-based equity is a variable element of compensation. The charts below indicate the average percentage of variable and/or at-risk compensation for both CEOs who served during fiscal year 2024 and our NEOs.

  23. The Executive Compensation Process

    The Executive Compensation Process Jabil’s executive compensation program is administered and overseen by the Compensation Committee with assistance from management and a compensation consultant selected and retained by the Compensation Committee. Generally, compensation amounts, metrics and vesting criteria are determined by analyzing, among other things, compensation data and pay practices from Jabil’s peer group and broader compensation survey information, financial and strategic goals, and historical compensation data. In addition, the Compensation Committee considers legal, accounting and tax advice and reviews ratings information from proxy advisory services. Typically, annual salaries, cash short-term incentive payout targets, metrics, goals and weightings, and long-term incentive awards and performance goals for each fiscal year are set and awarded following the end of the previous fiscal year when data regarding the previous fiscal year’s performance is available. If a NEO’s role changes or an officer is promoted, compensation elements may be adjusted later in the fiscal year.

  24. Role of Management

    Role of Management Our Chief Executive Officer makes recommendations to the Compensation Committee regarding base salary levels, target annual incentive award levels and long-term incentives for the other executive officers. These recommendations are based upon his assessment of individual performance, contribution, time in position and the market competitiveness of each individual’s total compensation. The Chief Executive Officer, in conjunction with other members of senior management (the Company’s Chief Financial Officer and Senior Vice President, Human Resources), makes recommendations regarding the design of the Company’s compensation programs including performance measures, weightings and long-term incentive structure. This collective recommendation is based upon: (i) an annual performance review process, including assessment of the achievement of established financial and strategic business objectives and other accomplishments; (ii) Jabil’s annual operating and strategic plans, targeted earnings and overall and group financial performance; (iii) market data for relevant companies, which includes peer group data and broader compensation survey data; and (iv) guidelines established by institutional investors and proxy advisory firms.

  25. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the sole authority to hire and to dismiss its compensation consultant. Reports and advice from the consultant may be requested by the Compensation Committee and are shared with the Board and management at the Compensation Committee’s discretion. During the majority of fiscal year 2024, the independent compensation consultant to the Compensation Committee was Pay Governance. For the first two months of our 2024 fiscal year, the independent compensation consultant to the Compensation Committee was Steven Hall & Partners. The types of services performed by the compensation consultant included attending Compensation Committee meetings, reviewing and advising on the peer group selection, advising on design and implementation of incentive and equity plans, advising on prevailing equity grant practices, providing data regarding prevalent compensation practices and levels of pay, advising on the design of the director compensation program and providing data on prevailing practices and levels of pay for directors, reviewing and

  26. Role of Compensation Consultant

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 29 |

  27. Role of Compensation Consultant

    commenting on the compensation philosophy, and providing updates on regulatory and legislative changes impacting executive compensation. The compensation consultant has access to management and interacts with management to gather compensation and performance information regarding Jabil, and to discuss potential compensation program designs. The Compensation Committee considered Steven Hall & Partners and considers Pay Governance to be independent because neither consultant performed services for Jabil’s management unrelated to services performed for the Compensation Committee. In fiscal year 2024, the Compensation Committee reviewed and analyzed a number of factors, including those specified by SEC rules, and concluded that Pay Governance was independent and there was no conflict of interest raised as a result of any work performed by Pay Governance, directly or indirectly, for the Compensation Committee during fiscal year 2024.

  28. Competitive Benchmarking

    Competitive Benchmarking The Compensation Committee annually reviews compensation data and pay practices from both Jabil’s peer group and broader compensation survey data as part of its decision-making process. While the Compensation Committee reviews compensation data with a view to confirming that a given executive’s compensation is competitive, it retains discretion in setting an executive’s compensation. As a result, compensation for an executive may differ materially from the peer group or survey data and is influenced by factors including past performance, experience, position, tenure, individual and organizational factors, retention needs and other factors. The Compensation Committee has adopted a target total cash compensation philosophy of setting opportunities such that NEO target total cash compensation (including annual salary and targeted short-term cash incentive payout) approximates the market median of the companies in the peer group and survey data if target performance is achieved. The Compensation Committee does not consider actual performance of the peer group companies when setting NEO compensation. Rather, it compares NEO total cash compensation payout opportunities at the target performance level to the target payout opportunities of comparable NEO positions at peer group companies. However, actual total cash compensation may range from below-the-market 25th percentile at the low end to at or above-the-market 75th percentile at the high end depending on the actual level of financial performance achieved relative to pre-established goals. Long-term incentive awards granted to executives consider market data, financial performance, individual performance and potential and aggregate share usage. The Compensation Committee also considers benchmarking information regarding competitive levels of total direct compensation (the sum of target total cash and long-term incentives) to provide context for its decisions on long-term incentive awards. The Compensation Committee periodically evaluates and selects companies to include in the peer group it uses to assess the competitiveness of the NEO compensation program. With guidance from the compensation consultant and input and discussion with management, the Compensation Committee considers whether the mix of companies in the peer group produces valid information for assessing the market value of our executive positions. We intend that the peer group cumulatively has the following attributes: business operations in the industries and end markets in which we participate; global operations; similar annual revenue or market capitalization; complexity of scope; or competitive with Jabil for executive talent. The Compensation Committee reviewed the current peer group and determined that it was satisfactory for fiscal year 2024. The peer group used to set fiscal year 2024 NEO target compensation consists of the companies set forth below. No changes were made in the peer group for fiscal year 2024.

  29. Competitive Benchmarking

    | Peer Group | | | | Applied Materials, Inc. Arrow Electronics, Inc. Avnet, Inc. Celestica, Inc. Danaher Corporation | Emerson Electric Company FLEX Ltd. QUALCOMM, Inc. Sanmina Corporation | Seagate Technology PLC TD SYNNEX Corporation TE Connectivity Ltd. Texas Instruments, Inc. Western Digital Corp. |

  30. Competitive Benchmarking

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 30 |

  31. Competitive Benchmarking

    When fiscal year 2024 NEO target compensation was set, Jabil’s revenue for the most recently completed fiscal year available approximated the 80th percentile of the peer group.

  32. Setting of Salaries and Annual Cash Incentive Compensation

    Setting of Salaries and Annual Cash Incentive Compensation The Compensation Committee typically makes its decisions related to salaries and annual cash incentive targets at the start of each fiscal year. This timing allows the Compensation Committee to take into account Jabil’s financial results in the prior fiscal year and the plans and expectations for the current fiscal year when establishing such salaries and targets. If a NEO’s role changes or an officer is promoted, compensation elements may be adjusted later in the fiscal year.

  33. Long-Term Incentive Compensation Award Practices

    Long-Term Incentive Compensation Award Practices Long-term incentive awards are typically granted to our executives at the start of each fiscal year following the completion and release of financial results for the preceding fiscal year, so that relevant information is available to the Compensation Committee and the market price of our common stock reflects this information. The dates for the meetings at which such grants are made are set well in advance of such meetings. The Compensation Committee may also make grants of long-term incentive awards at other times during the year due to special circumstances, which include a change in an officer role, the hiring or promotion of an officer, an acquisition or to align compensation with new strategic goals. We do not seek to time long-term incentive awards to take advantage of information, either positive or negative, about Jabil which has not been publicly disclosed. In deciding the type and value of equity compensation to grant, the Compensation Committee typically takes into account a variety of considerations, such as Jabil’s financial performance, the need to retain experienced and talented employees to execute the strategies of the business, the accounting and tax impacts of the grant, the dilutive effect to the stockholders, the incentive opportunity Jabil desires to provide to the NEOs, the executive’s role and responsibilities, individual performance, internal equity and the historical level of actual compensation realized as compared to the value targeted. Additionally, the Compensation Committee utilizes peer group and compensation survey data to provide context for its determinations of these grants. A majority of equity incentive awards granted to our NEOs are performance-based, with vesting conditioned on Jabil’s EPS or the Relative TSR metric, each measured over a three-year performance period. These metrics are described in detail under “NEO Long-Term Incentives”. Time-based RSU awards are also granted to the NEOs. We believe that time-based RSU awards with service-based vesting over multiple years provides the recipient with the potential for long-term value directly aligned with the stock price and requires long-term service. We believe that time-based RSUs align with our guiding principle of creating a compensation package that is competitive, promotes retention, focuses on financial performance and balances the at-risk elements.

  34. Retirement and Pension Plan, Death and Disability

    Retirement and Pension Plan, Death and Disability Our 401(k) Retirement Plan (“401(k) Plan”) includes a Company matching contribution. Eligible officers who retire receive additional time for vesting and settlement of certain equity and equity-based grants. Awards vest according to the provisions within the equity award agreements. Eligibility is determined based upon the age and/or years of service of the particular officer. The Compensation Committee may, in its discretion, award a bonus for the year of retirement and also may, in its discretion, pro rate this bonus for service

  35. Retirement and Pension Plan, Death and Disability

    through the date of retirement. Unvested time-based RSUs fully vest upon termination due to death or disability. In the event of death, a pro rata portion of unvested performance-based RSUs may vest, and in the event of a termination due to disability, a pro rata portion of unvested performance-based RSUs may remain outstanding and eligible for future vesting based on the actual level of achievement of the performance goals.

  36. Severance and Termination

    Severance and Termination Upon a termination for any reason whatsoever, NEOs generally receive the pro rata portion of salary earned to the date of termination and pro-rata payment of the annual cash incentive compensation. Unvested RSUs are forfeited upon termination of employment unless there is a change in control or, for certain awards, the NEO is retirement-eligible, dies or becomes disabled. On a case-by-case basis, Jabil has at the time of termination entered into severance pay agreements with certain officers for various reasons, including but not limited to obtaining agreements from departing employees not to compete with Jabil for specified periods of time. On May 18, 2024, Mr. Wilson ceased to serve as Chief Executive Officer and Director of the Company following the completion of an internal investigation related to corporate policies. Mr. Wilson entered into a Separation, Release and Restrictive Covenants Agreement with the Company dated May 18, 2024 (the “Wilson Agreement”). The Wilson Agreement includes a general release of claims from Mr. Wilson and further provides that Mr. Wilson will be subject to (i) two-year noncompete, non-interference and non-solicitation provisions, (ii) an ongoing obligation to cooperate and make himself reasonably available to Jabil, (iii) non-disparagement, confidentiality and nondisclosure requirements and (iv) a requirement to assist Jabil in the event of certain legal proceedings (the “Ongoing Obligations”). In consideration for the general release of claims and the Ongoing Obligations, Mr. Wilson (a) received the right to a payment of $2,000,000, less applicable taxes and withholdings, payable in eight equal quarterly installments of $250,000 and (b) retained his long-term incentive awards vesting in 2024, which vested in accordance with their terms (the “Retained Unvested LTI Awards”). Cash payable or paid to Mr. Wilson under the Wilson Agreement, the Retained Unvested LTI Awards, and the cash value of any Retained Unvested LTI Award that has subsequently vested are subject to forfeiture and claw back in the event (1) of a violation or threatened violation of Mr. Wilson’s confidentiality, non-disparagement, non-compete, non-solicitation, or non-interference covenants or (2) that Jabil later discovers new information that would have resulted in termination of Mr. Wilson’s employment for Cause, as defined in the Wilson Agreement. The Company’s Board discussed its options thoroughly and determined that entering into the Wilson Agreement would allow for beneficial releases and restrictive covenants and that restrictive covenants, in particular would be of significant value to the Company and its stockholders. The Board believed that the value of Mr. Wilson’s noncompete given his tenure with the Company far exceeded the aggregate value paid to Mr. Wilson. In connection with ceasing to serve as Chief Executive Officer, Mr. Wilson forfeited his annual incentive award for fiscal year 2024 and the Company clawed back performance-based RSU awards granted on October 20, 2022 and October 19, 2023, 40% of Mr. Wilson’s time-based RSU award granted on October 20, 2022 and 70% of his time-based RSU award granted on October 19, 2023. He retained his long-term incentive awards vesting in 2024. For further information, see “Outstanding Equity Awards at 2024 Fiscal Year End.” On May 18, 2024, Mr. Borges, who recently went on garden leave pursuant to a Mutual Separation Agreement and Release dated August 21, 2023 (the “Original Agreement”) from his role as Executive Vice President and CEO, Diversified Manufacturing Services, returned to his role under the title of Executive Vice President, Global Business Units. Mr. Borges and Jabil entered into an Amendment dated May 19, 2024 (the “Amendment”) to the Original Agreement. The Amendment extends Mr. Borges’ last day of employment to the earliest of the following: (i) a date mutually agreed by the parties; (ii) the Company’s termination of his employment for any reason, including Cause (as defined in the Amendment); (iii) his voluntary resignation; or (iv) termination of his employment due to his death, disability, or loss of legal capacity. The Amendment also states that if Mr. Borges’ employment terminates in the future for any reason other than a termination for Cause, he will be placed on garden leave for seven months prior to his separation date to assist with the transition of his position and be entitled to receive (a) a severance payment of $1,100,000 payable in four equal quarterly installments, beginning on or immediately after the separation date, (b)

  37. Severance and Termination

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 32 |

  38. Severance and Termination

    continuation of group medical insurance coverage subsidized by Jabil for the lesser of eighteen (18) months or until he becomes eligible for enrollment in group health coverage of a successor employer and (c) outplacement assistance at a level consistent with current Jabil practices through a third-party career transition consulting firm selected by Jabil. If his employment is terminated for Cause, Mr. Borges will not receive garden leave or the compensation that would otherwise have been paid to him under the Original Agreement. Under the Original Agreement and Amendment, Mr. Borges will be subject to (a) a general release of claims and a covenant not to sue, (b) confidentiality and non-disparagement provisions, and (c) non-compete, non-solicitation, and non-interference provisions for a period of two years after the Separation Date. Amounts payable to Mr. Borges under the Original Agreement and Amendment are subject to forfeiture and/or claw back in the event of a violation or threatened violation of the confidentiality, non-disparagement, non-compete, non-solicitation, and non-interference covenants. Mr. Creadon ceased service as Executive Vice President, Operations as of May 18, 2024. On May 24, 2024, Mr. Creadon and the Company entered into a Mutual Separation Agreement and Release (the “Creadon Agreement”). Pursuant to the Creadon Agreement, Mr. Creadon commenced garden leave on June 1, 2024, remaining available to support the transition of his responsibilities until the end of his employment on March 1, 2025 (the “Separation Date”). The Creadon Agreement provides that Mr. Creadon will receive a payment of $1,500,000, less applicable taxes and withholdings, payable in six equal quarterly installments beginning after the Separation Date. Mr. Creadon will also receive his annual cash incentive bonus under the Company’s Short Term Incentive Plan for fiscal year 2024, payable in the ordinary course when other officers receive payments under the plan. The Creadon Agreement further provides that Mr. Creadon will retain his outstanding equity awards and the Company will abide by the terms of the applicable award agreements. Mr. Creadon will also be entitled to continuation of certain insurance coverage subsidized by Jabil for the lesser of 18 months or until he becomes eligible for enrollment in other group health coverage, subject to Mr. Creadon’s timely election pursuant to COBRA. The Creadon Agreement includes a general release of claims from Mr. Creadon and further provides that he will be subject to (i) confidentiality, non-disclosure and non-disparagement covenants, (ii) non-compete, non-solicitation, and non-interference covenants for a period of two years after the Separation Date, and (iii) a requirement to assist Jabil in the event of certain legal proceedings. Cash payable or paid to Mr. Creadon under the Creadon Agreement is subject to forfeiture and claw back in the event of a violation of the confidentiality, non-disclosure, non-disparagement, non-compete, non-solicitation, and non-interference covenants.

  39. Change in Control Arrangements

    Change in Control Arrangements Awards granted under the Equity Incentive Plan may vest under certain circumstances in connection with a change in control. In addition, any shares of Jabil stock that may be deferred and that continue to be reserved under the non-qualified deferred compensation program are distributed upon a change in control. In the event of a change in control, any award outstanding under the Equity Incentive Plan will become fully vested on the earlier of (i) the applicable vesting date under the original vesting schedule, (ii) the first anniversary of the date of the change in control if the grantee has remained as an employee, consultant or non-employee director, or (iii) the date the grantee is terminated without cause or resigns for good reason. However, an award will not fully vest due to a change in control if the grantee is terminated for cause or resigns without good reason prior to the first anniversary of the date of such change in control. With respect to the Equity Incentive Plan, the above discussion assumes that the outstanding awards are continued, assumed or replaced in connection with the change in control by the surviving or successor entity or its parent. If the awards are not continued, assumed or replaced, then the awards will be immediately fully vested on the change in control or, at the discretion of the Compensation Committee, such awards may be terminated and cashed out. In addition, under the Equity Incentive Plan, for purposes of these accelerated vesting provisions, any performance objectives for any performance measurement period that is in process at the time of the change in control are deemed to have been achieved at the greater of target or the level actually achieved through the change in control (with similar performance assumed achieved through the remainder of the performance period).

  40. Change in Control Arrangements

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 33 |

  41. Change in Control Arrangements

    A summary of potential payments upon termination or a change in control for NEOs is set forth in “Potential Payments upon Termination or a Change in Control.”

  42. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation U.S. executives may participate in a non-qualified deferred compensation program to voluntarily elect to defer up to 75% of salary and up to 100% of annual cash bonus. Participant deferrals are credited by book entry to the participant’s deferral contribution account. Jabil does not make, and is not required to make, any matching contributions to this program. Jabil may, however, decide to make discretionary contributions to the program to restore any 401(k) match a participant lost due to participation in this program. Executives meeting certain criteria may also voluntarily defer receipt of compensation upon vesting of RSUs. Deferral accounts under the plan are paid out upon the participant’s termination of employment, death, or disability, or upon a determination by Jabil that a participant has suffered a financial hardship, or, if timely elected by the participant, during April of any year designated by the participant beginning with the fourth calendar year after a participant’s initial deferral election with respect to a particular deferral account. More information is shown in the Non-Qualified Deferred Compensation in Fiscal Year 2024 table.

  43. Clawback of Executive Compensation

    Clawback of Executive Compensation On October 19, 2023, Jabil adopted an updated clawback policy to comply with NYSE listing standards implementing Exchange Act Rule 10D-1 that requires recovery of certain incentive-based compensation (including equity awards) paid to our executive officers in the event we are required to restate financial statements due to material non-compliance with financial reporting requirements under the federal securities laws. In addition, certain of our equity award agreements contain provisions that permit Jabil to recoup the awards if the recipient breaches certain covenants or obligations under the agreement, including confidentiality and noncompetition covenants, or upon substantial violation of our Code of Conduct.

  44. Equity Grant Practices

    Equity Grant Practices The Compensation Committee generally approves the grant of annual equity awards for the Company’s executive officers, including each of the NEOs, at its meeting in October of each year. In special circumstances, including the hiring or promotion of an individual or where the Compensation Committee determines it is in the best interest of the Company, the Compensation Committee may approve grants of equity awards at other times. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  45. NEO Annual Cash Incentives

    NEO Annual Cash Incentives Annual cash incentives for the NEOs in fiscal year 2024 were based upon three profitability measures: corporate core operating income, corporate core operating income margin and corporate free cash flow. Additional detail on these metrics can be found below.

  46. Definitions

    | • | Definitions for Annual Cash Incentive Metric. The Compensation Committee defined the metrics for the annual cash incentives, which were intended to be consistent with the Company’s publicly disclosed financial results, at the time compensation was set at the beginning of fiscal year 2024. |

  47. Selection and Weighting of Performance Measures

    Selection and Weighting of Performance Measures Each year, the Compensation Committee selects the metrics to be used to measure NEO performance from those authorized in the Short-Term Incentive Plan as well as establishing the weighting of the metrics for each NEO’s short-term incentive award. In order to reward an executive’s ability to drive CANCOI while also increasing margin, the pertinent CANCOI measure was applied in a matrix together with the applicable core operating income margin, with CANCOI on the Y axis and operating income margin on the X axis. The percentage of annual incentive earned increased as CANCOI and operating income margin increased. CANCOI was selected because it is a key corporate metric that takes into account both revenue and expense. The cash flow metric is intended to reward executives for producing consistent, repeatable free cash flow results. For all NEOs, the CANCOI and Core Operating Income Margin Matrix and the Corporate Free Cash Flow metric were equally weighted.

  48. Setting Performance Metrics

    Setting Performance Metrics The Compensation Committee set the metrics and related performance levels for fiscal year 2024 early in the fiscal year. When setting target metrics for a given year, the Company considers prior year performance, prevailing macro-economic conditions, and assumed market demand and uses these as benchmarks to establish appropriate goals. The following tables show the goals established by the Compensation Committee. Performance below target results in diminishing payout and maximum payout is capped at 200%. To simplify the presentation, certain intermediate performance levels are not shown; however, payouts were determined by linear interpolation when financial performance occurred between data points in the performance/payout schedules. For the purposes of the CANCOI/Core Operating Margin matrices, payout was determined based on the performance on both measures.

  49. Setting Performance Metrics

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 36 |

  50. Setting Performance Metrics

    Corporate CANCOI and Core Operating Margin (numbers in millions)

  51. Setting Performance Metrics

    | Metric | Target | FY 2024 Actual | FY 2024 Adjusted(1) | Payout | | Corporate CANCOI | $1,807 | $1,588 | $1,663 | | | Corporate Core Operating Margin | 5.40% | 5.50% | 5.76% | | | Matrix Result | | | | 71% |

  52. Setting Performance Metrics

    | (1) The Compensation Committee exercised its discretion to adjust these results to eliminate the impact of closing the divestiture of the Company’s mobility divestiture in December 2023 rather than January 2024. |

  53. Setting Performance Metrics

    Corporate Free Cash Flow (numbers in millions)

  54. Setting Performance Metrics

    | Target | FY 2024 Actual | Payout | | $950 | $1,055 | 200% |

  55. Actual Cash Incentive Achievement

    Actual Cash Incentive Achievement For all NEOs, the results included in the charts above resulted in a 135.5% payout as follows:

  56. Actual Cash Incentive Achievement

    | | FY 2024 Target Bonus as a % of Salary | FY 2024 Actual Payout | | Dastoor | 140.3%(1) | $1,668.431 | | Mondello | 150% | $2,132,171 | | Hebard | 85.8%(2) | $558,761 | | Borges | 100% | $975,600 | | McCoy | 120%(3) | $1,123,191 | | Creadon | 100% | $865,115 | | Wilson | 175% | $0 |

  57. Actual Cash Incentive Achievement

    | (1) Mr. Dastoor’s target bonus percentage was increased from 120% to 175% in July 2024 in connection with his promotion to CEO. |

  58. Actual Cash Incentive Achievement

    | (2) Mr. Hebard’s target bonus percentage was increased from 80% to 100% in May 2024 in connection with his promotion to CFO. |

  59. Actual Cash Incentive Achievement

    | (3) Mr. McCoy’s target bonus percentage was increased from 100% to 120% in October 2023. |

  60. NEO Long-Term Incentives

    NEO Long-Term Incentives

  61. Actual Performance Results for Prior Long-Term Incentive Awards

    Actual Performance Results for Prior Long-Term Incentive Awards In fiscal year 2022, Jabil granted two kinds of long-term, performance-based incentive awards that had performance measurement periods ending on August 31, 2024, one subject to EPS performance goals and one subject to total stockholder return goals. The specific performance goals for these long-term awards were previously disclosed by Jabil in its proxy statement covering the fiscal year in which the grant was made. The following summarizes the quantitative performance goals and the actual outcome for the PBRSUs:

  62. Actual Performance Results for Prior Long-Term Incentive Awards

    | Grant Date | Award Type | Metric | Performance Period | Threshold | Target | Max | Actual Performance | FY 2024 Adjusted | Vesting Result | | FY2022 | PBRSU | Core EPS | FY22-FY24 | $17.25 | $20.39 | $22.50 | $24.77 | $25.25(1) | 150% | | FY2022 | PBRSU | Total Stockholder Return | FY22-FY24 | 25th Percentile | 50th Percentile | 75th Percentile | 90th Percentile | — | 200% |

  63. Actual Performance Results for Prior Long-Term Incentive Awards

    | (1) The Compensation Committee exercised its discretion to adjust this result to eliminate the impact of closing the divestiture of the Company’s mobility divestiture in December 2023 rather than January 2024. |

  64. Definitions for Long-Term Incentive Metrics Granted in Fiscal Year 2024

    Definitions for Long-Term Incentive Metrics Granted in Fiscal Year 2024 The following definitions apply to the long-term, performance-based incentive compensation awards made during fiscal year 2024:

  65. Definitions for Long-Term Incentive Metrics Granted in Fiscal Year 2024

    | • | Cumulative core earnings per share (Non-GAAP) (“EPS”) is the sum of the Company’s adjusted core earnings per share (Non-GAAP) during the three-year performance period beginning September 1, 2023 and ending on August 31, 2026. |

  66. Definitions for Long-Term Incentive Metrics Granted in Fiscal Year 2024

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 37 |

  67. Definitions for Long-Term Incentive Metrics Granted in Fiscal Year 2024

    | • | Adjusted core earnings per share (Non-GAAP) is the Company’s U.S. GAAP net income adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. |

  68. Definitions for Long-Term Incentive Metrics Granted in Fiscal Year 2024

    | • | Relative Total Stockholder Return (“Relative TSR”) is the percentage rate of return from the beginning stock price (as defined below) to the closing stock price (as defined below) of Jabil’s common stock and the common stock of each relevant company in the S&P Supercomposite Technology Hardware and Equipment Index, as applicable, assuming reinvestment of all dividends and other distributions paid during the performance period. For purposes of the preceding sentence, the beginning stock price means the average stock price for the 90-day period ending 60 days after the first day of the performance period. The closing stock price means the average stock price for the 90-day period ending 30 days after the last day of the performance period. |

  69. FY24 Grants

    FY24 Grants For fiscal year 2024, the Compensation Committee granted the NEOs performance-based RSU awards and time-based RSU awards, with the potential to achieve the most value placed on the performance-based grant. Sixty-six percent of each NEO’s awards were performance-based while the remaining 33% were time-based. The Compensation Committee granted RSUs with accumulated dividend equivalents, which allow for a cash payment upon vesting of the same amount that would have been paid in dividends during the vesting period (without interest).

  70. Performance-Based Equity Awards

    Performance-Based Equity Awards These awards are at-risk and variable. Each NEO received an award of RSUs with vesting based on the achievement of EPS during the three-year performance period starting in fiscal year 2024. In addition, each NEO received an award of RSUs with vesting based on the achievement of Relative TSR during the three-year performance period starting in fiscal year 2024. The Compensation Committee believes that measuring performance against a multi-year measurement of EPS aligns the NEOs’ compensation with stockholders’ interests over a longer-term horizon, further enhanced by granting an additional award measuring performance against a multi-year measurement based on Relative TSR. The awards contain a threshold performance level that must be achieved in order for any performance based RSUs to vest. The achievement of the applicable performance goal (EPS or Relative TSR) at the end of the three-year period determines the corresponding number of RSUs that will vest. With respect to the EPS performance goal, the vesting is 20% at threshold performance, 100% at target performance and 150% at maximum performance. With respect to the Relative TSR performance goal, the vesting is 0% at threshold performance, 100% at target performance and 200% at maximum performance. Performance results between a threshold level and target level or between a target level and maximum level are determined by means of interpolation. The three-year goals are established by the Compensation Committee based upon the Company’s long-term financial plan, reviews of analyst expectations and historical financial performance. Target levels are intended to be “stretch” goals, requiring significant growth in the Company’s EPS or Relative TSR over the three-year performance period in order to pay out at or above target. For additional information relating to the terms and conditions of our performance-based awards, see the notes to the Grants of Plan-Based Awards in Fiscal Year 2024 table.

  71. Performance-Based Equity Awards

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 38 |

  72. Time-Based Awards

    Time-Based Awards The time-based awards made to the NEOs for fiscal year 2024 vest at the rate of 30% on the first anniversary of the date of grant, 30% on the second anniversary of the date of grant, and the remaining 40% on the third anniversary of the date of grant. The Compensation Committee believes that providing time-based awards supports our guiding principle of competitiveness and promotes retention. The Compensation Committee chose the graduated vesting schedule to further the goal of retention, as the greatest percentage of shares vests in the third year after the grant. Additionally, supporting our focus on performance-based compensation, time-based awards comprise a minority of the NEOs’ fiscal year 2024 long-term incentive award opportunity.

  73. Chief Executive Officer Compensation for Fiscal Year 2024

    Chief Executive Officer Compensation for Fiscal Year 2024 The Compensation Committee reviewed current market data as part of its regular annual review of CEO compensation in October 2023, which includes both peer group and compensation survey data. In July 2024, following Mr. Dastoor’s appointment as CEO, the Compensation Committee again considered market data as well as total compensation paid to prior incumbents. Additional items of CEO compensation are generally those available to all salaried U.S. employees (such as 401(k) matching contributions). Neither Mr. Wilson nor Mr. Dastoor received any pension benefits, severance commitments, change in control excise tax gross-up commitments or perquisites, except for the tax gross-up and tax preparation service fees for Mr. Wilson paid in connection with his separation that are disclosed in detail in the Fiscal Year 2024 Summary Compensation Table and the related notes.

  74. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs for fiscal year 2024, 2023 and 2022 except as indicated below. The NEOs are our Chief Executive Officer, our Chief Financial Officer, each of our next three most highly compensated executive officers based upon their total compensation during fiscal year 2024, our former Chief Executive Officer and one additional officer who was no longer an executive officer on the last day of fiscal year 2024.

  75. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Mark T. Mondello Executive Chairman of the Board | 2024 | 1,049,039 | 4,686,056 | 2,132,171 | 365,193 | 8,232,459 | | | 2023 | 1,255,000 | 11,310,600 | 3,680,288 | 355,112 | 16,601,000 | | | 2022 | 1,248,846 | 11,110,207 | 3,746,539 | 329,676 | 16,435,268 | | Michael Dastoor Chief Executive Officer | 2024 | 877,692 | 2,519,385 | 1,769,524 | 82,681 | 5,249,282 | | | 2023 | 716,923 | 2,323,707 | 1,681,901 | 99,783 | 4,822,314 | | | 2022 | 700,000 | 2,056,286 | 1,400,000 | 88,462 | 4,244,748 | | Greg Hebard Chief Financial Officer | 2024 | 480,673 | 423,656 | 585,649 | 27,250 | 1,517,228 | | Steven D. Borges Executive Vice President, Global Business Units | 2024 | 720,000 | 2,166,671 | 975,600 | 76,961 | 3,939,232 | | | 2023 | 720,000 | 2,092,755 | 1,407,600 | 82,814 | 4,303,169 | | | 2022 | 704,462 | 2,056,286 | 1,408,924 | 81,579 | 4,251,251 | | Frederic McCoy Executive Vice President, Operations | 2024 | 690,769 | 2,166,671 | 1,123,191 | 30,466 | 4,011,097 | | | 2023 | 640,000 | 1,809,129 | 1,251,200 | 31,453 | 3,731,782 | | Gerald Creadon Former Executive Vice President, Operations | 2024 | 638,462 | 1,758,990 | 865,115 | 30,470 | 3,293,037 | | | 2023 | 575,000 | 1,527,529 | 1,124,125 | 32,968 | 3,259,622 | | Kenneth S. Wilson Former Chief Executive Officer | 2024 | 809,615 | 10,987,675 | - | 86,134 | 11,883,424 | | | 2023 | 990,769 | 6,219,514 | 2,905,430 | 122,258 | 10,237,971 | | | 2022 | 700,000 | 2,056,286 | 1,400,000 | 1,434,756 | 5,591,042 |

  76. Summary Compensation Table

    | (1) The “Salary” column reflects the salaries for the fiscal year on an accrual basis, including any amount deferred under Jabil’s Executive Deferred Compensation Plan. See “Non-Qualified Deferred Compensation in Fiscal Year 2024.” |

  77. Summary Compensation Table

    | (2) The “Stock Awards” column contains both performance-based and time-based RSU awards and assumes a target level of achievement for the performance-based awards. Amounts reflect the aggregate grant date fair value of the awards pursuant to ASC 718, excluding the effect of estimated forfeitures related to service-based vesting conditions. The assumptions used for the valuations are set forth in Note 1 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024. For the performance-based RSUs in this column, assuming that the highest level of performance conditions will be achieved (EPS at 150% maximum and Relative TSR at 200% maximum) the grant date fair value for each NEO would be as follows: |

  78. Summary Compensation Table

    | Name | Fiscal Year | Maximum Value ($) | | Mondello | 2024 | 6,000,202 | | Dastoor | 2024 | 3,225,915 | | Hebard | 2024 | 516,146 | | Borges | 2024 | 2,774,287 | | McCoy | 2024 | 2,774,287 | | Creadon | 2024 | 2,252,275 | | Wilson | 2024 | 14,100,261 |

  79. Summary Compensation Table

    | See the “Grants of Plan-Based Awards in Fiscal Year 2024” table and the “Compensation Discussion and Analysis” for information with respect to RSU awards made in fiscal year 2024 and the “Outstanding Equity Awards at 2024 Fiscal Year End” table with respect to RSU awards made prior to fiscal year 2024. Amounts reflect our accounting for these grants and do not correspond to the actual values that may be realized by the NEOs, particularly for Mr. Wilson, whose performance-based RSUs granted in fiscal years 2024 and 2023 were forfeited and whose time-based RSUs granted in fiscal years 2024 and 2023 were forfeited with the exception of RSUs vesting in October 2024 in accordance with the terms of the Wilson Agreement. The incremental fair value of Mr. Wilson’s fiscal years 2023 and 2022 awards that vested was $2.2 million. |

  80. Summary Compensation Table

    | (3) Amounts shown under the “Non-Equity Incentive Plan Compensation” column represent annual incentive award amounts under our Short-Term Incentive Plan for services performed in each fiscal year including any amount deferred under Jabil’s Executive Deferred Compensation Plan. For additional information about our Short-Term Incentive Plan and these payouts see “Compensation Discussion and Analysis” and the “Grants of Plan-Based Awards in Fiscal Year 2024” table. |

  81. Summary Compensation Table

    | (4) The amounts shown include the following Company contributions under Jabil’s 401(k) plan: $4,615 for Mr. Mondello; $11,539 for Mr. Dastoor; $16,764 for Mr. Hebard; $13,800 for Mr. Borges; $6,462 for Mr. McCoy; $12,000 for Mr. Creadon; and $13,800 for Mr. Wilson. The amounts shown include the following for executive physicals: $552 for Mr. Mondello; $4,427 for Mr. Dastoor; $2,331 for Mr. Hebard; $3,620 for Mr. McCoy; $3,317 for Mr. Creadon; and $3,968 for Mr. Wilson. The amount shown for Mr. Wilson also includes $3,012 for tax preparation services and the following amounts, all related to his expatriate package: $237 in tax gross-ups. The amounts shown also include the following accrued dividends paid upon settlement of restricted stock unit awards; $360,026 for Mr. Mondello; $66,715 for Mr. Dastoor; $8,155 for Mr. Hebard; $63,161 for Mr. Borges; $20,385 for Mr. McCoy $15,154 for Mr. Creadon; and $65,117 for Mr. Wilson. |

  82. Summary Compensation Table

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 40 |

  83. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table provides information about cash and equity incentive compensation awarded to our NEOs in fiscal year 2024, including: (i) the grant date of awards; (ii) the range of possible cash payouts under our Short-Term Incentive Plan for fiscal year 2024 performance for achievement of pre-specified levels of performance; (iii) the range of shares that may be earned under our performance-based RSU awards for achievement of pre-specified levels of performance (over the performance period as described in the “Compensation Discussion and Analysis” section of this Proxy Statement); (iv) the number of time-based RSUs granted (which are included in the “All Other Stock Awards: Number of Shares of Stock or Units” column); (v) the number and exercise price of market-based RSUs granted; and (vi) the grant date fair value of performance-based RSUs and time-based RSUs computed under ASC 718.

  84. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future 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 ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Type(3) | Threshold (#) | Target (#) | Maximum (#) | | | | Dastoor | 10/19/2023 | 183,975 | 1,471,801 | 2,943,602 | — | — | — | — | — | — | | | 10/19/2023 | | | | EPS | 1,100 | 5,500 | 8,250 | — | 716,870 | | | 10/19/2023 | | | | TSR | - | 5,500 | 11,000 | — | 1,085,645 | | | 10/19/2023 | | | | TBRS | — | — | — | 5,500 | 716,870 | | Mondello | 10/19/2023 | 235,313 | 1,882,500 | 3,765,000 | — | — | — | — | — | — | | | 10/19/2023 | | | | EPS | 2,046 | 10,230 | 15,345 | — | 1,333,378 | | | 10/19/2023 | | | | TSR | - | 10,230 | 20,460 | — | 2,019,300 | | | 10/19/2023 | | | | TBRS | — | — | — | 10,230 | 1,333,378 | | Hebard | 10/19/2023 | 51,552 | 412,418 | 824,835 | — | — | — | — | — | — | | | 10/19/2023 | | | | EPS | 144 | 720 | 1,080 | — | 93,845 | | | 10/19/2023 | | | | TSR | - | 720 | 1,440 | — | 142,121 | | | 10/19/2023 | | | | TBRS | — | — | — | 1,440 | 187,690 | | Borges | 10/19/2023 | 90,000 | 720,000 | 1,440,000 | — | — | — | — | — | — | | | 10/19/2023 | | | | EPS | 946 | 4,730 | 7,095 | — | 616,508 | | | 10/19/2023 | | | | TSR | - | 4,730 | 9,460 | — | 933,655 | | | 10/19/2023 | | | | TBRS | — | — | — | 4,730 | 616,508 | | McCoy | 10/19/2023 | 103,615 | 828,923 | 1,657,846 | — | — | — | — | — | — | | | 10/19/2023 | | | | EPS | 946 | 4,730 | 7,095 | — | 616,508 | | | 10/19/2023 | | | | TSR | - | 4,730 | 9,460 | — | 933,655 | | | 10/19/2023 | | | | TBRS | — | — | — | 4,730 | 616,508 | | Creadon | 10/19/2023 | 79,808 | 638,462 | 1,276,923 | — | — | — | — | — | — | | | 10/19/2023 | | | | EPS | 768 | 3,840 | 5,760 | — | 500,506 | | | 10/19/2023 | | | | TSR | - | 3,840 | 7,680 | — | 757,978 | | | 10/19/2023 | | | | TBRS | — | — | — | 3,840 | 500,506 | | Wilson | 10/19/2023 | 177,103 | 1,416,826 | 2,833,653 | — | — | — | — | — | — | | | 10/19/2023 | | | | EPS (5) | 4,846 | 24,230 | 36,345 | — | 3,158,138 | | | 10/19/2023 | | | | TSR (5) | - | 24,230 | 48,460 | — | 4,782,760 | | | 10/19/2023 | | | | TBRS(5) | — | — | — | 24,230 | 3,046,777 |

  85. Grants of Plan-Based Awards in Fiscal Year 2024

    | (1) The “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column shows the range of possible cash payouts for the awards granted October 19, 2023. |

  86. Grants of Plan-Based Awards in Fiscal Year 2024

    | (2) The “Estimated Future Payouts Under Equity Incentive Plan Awards” column shows the range of shares that may be earned in respect of performance-based RSUs granted under our Equity Incentive Plan in fiscal year 2024. For additional information related to the performance period, performance measures and targets, see “Compensation Discussion and Analysis”. During the performance period, the NEOs will accrue dividend equivalents on RSUs equal to the cash dividend or distribution that would have been paid on the RSU had the RSU been an outstanding share of common stock on the record date for the dividend or distribution. Such accrued dividend equivalents will vest and become payable upon the same terms and at the same time of settlement as the RSUs to which they relate. See the “Long-Term Compensation” portion of “Compensation Discussion and Analysis” for treatment of dividends under RSU awards. See “Potential Payments Upon Termination or a Change in Control” and “Other Compensation Policies and Considerations” under the “Compensation Discussion and Analysis” for treatment of RSU awards upon a change in control and upon termination of employment due to retirement, death or disability. |

  87. Grants of Plan-Based Awards in Fiscal Year 2024

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 41 |

  88. Grants of Plan-Based Awards in Fiscal Year 2024

    | (3) The type of award refers to awards’ vesting criteria and related terms. “EPS” refers to performance-based RSU awards based on cumulative core EPS (Non-GAAP) targets. “TSR” refers to performance-based RSU awards based on the Company’s total stockholder return relative to the total stockholder return of the companies in the S&P Supercomposite Technology Hardware and Equipment Index. “TBRS” refers to time-based RSU awards, which vest based on continued service. |

  89. Grants of Plan-Based Awards in Fiscal Year 2024

    | (4) The “Grant Date Fair Value of Stock Awards” column shows the full grant date fair value of the performance- and time-based RSUs granted to the NEOs in fiscal year 2024. The grant date fair value of the awards is determined under ASC 718 and represents the amount we would expense in our financial statements over the vesting schedule for the awards. In accordance with SEC rules, the amounts in this column reflect the actual ASC 718 accounting cost without reduction for estimates of forfeitures related to service-based vesting conditions. The fair value of each share underlying an EPS performance-based award for this purpose is equal to the closing price per share of a share of our common stock on the grant date and assumes target-level achievement. The fair value of each share underlying a Relative TSR performance-based award for this purpose is measured on the date of grant using a Monte Carlo valuation model, which utilizes multiple input variables to determine the probability of the Company achieving the specified market conditions and assumes target-level achievement. |

  90. Grants of Plan-Based Awards in Fiscal Year 2024

    | (5) Mr. Wilson’s performance-based RSU awards were forfeited and 70% of his time-based RSU award was forfeited due to his separation pursuant to the terms outlined in the Wilson Agreement. |

  91. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table provides information regarding outstanding unvested RSU awards held by each of our NEOs as of August 31, 2024. Each grant of unvested RSU awards is shown separately for each NEO.

  92. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Stock Awards | | | | | Name | Award 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 ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares Units or Other Rights that Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(4) | | Dastoor | 10/21/2021 | 3,940 | 430,563 | 19,700 | 2,152,816 | | | 10/20/2022 | 8,029 | 877,409 | 22,940 | 2,506,883 | | | 10/19/2023 | 5,500 | 601,040 | 11,000 | 1,202,080 | | Mondello | 10/21/2021 | 21,288 | 2,326,353 | 106,440 | 11,631,763 | | | 10/20/2022 | 39,081 | 4,270,772 | 111,660 | 12,202,205 | | | 10/19/2023 | 10,230 | 1,117,934 | 20,460 | 2,235,869 | | Hebard | 10/21/2021 | 960 | 104,909 | 2,400 | 262,272 | | | 10/20/2022 | 2,198 | 240,197 | 3,140 | 343,139 | | | 10/19/2023 | 1,440 | 157,363 | 1,440 | 157,363 | | Borges | 10/21/2021 | 3,940 | 430,563 | 19,700 | 2,152,816 | | | 10/20/2022 | 7,231 | 790,204 | 20,660 | 2,257,725 | | | 10/19/2023 | 4,730 | 516,894 | 9,460 | 1,033,789 | | McCoy | 10/21/2021 | 2,076 | 226,865 | 5,180 | 566,070 | | | 10/20/2022 | 6,251 | 683,109 | 17,860 | 1,951,741 | | | 10/19/2023 | 4,730 | 516,894 | 9,460 | 1,033,789 | | Creadon | 10/21/2021 | 1,596 | 174,411 | 4,000 | 437,120 | | | 10/20/2022 | 5,278 | 576,780 | 15,080 | 1,647,942 | | | 10/19/2023 | 3,840 | 419,635 | 7,680 | 839,270 | | Wilson | 10/21/2021 | 3,940 | 430,563 | 19,700 | 2,152,816 | | | 10/20/2022(5) | 9,210 | 1,006,469 | - | - | | | 10/19/2023(5) | 7,269 | 794,356 | - | - |

  93. Outstanding Equity Awards at 2024 Fiscal Year End

    | (1) This column includes (i) time-based RSUs granted in October 2021, October 2022 and October 2023 that will cease being restricted at the rate of 30% on the first anniversary of the grant date, 30% on the second anniversary of the grant date, and 40% on the third anniversary of the grant date. The NEOs will accrue dividend equivalents on RSUs equal to the cash dividend or distribution that would have been paid on the RSU had the RSU been an outstanding share of common stock on the record date for the dividend or distribution. Such accrued dividend equivalents will vest and become payable upon the same terms and at the same time of settlement as the RSUs to which they relate. See the “Long-Term Compensation” portion of the “Compensation Discussion and Analysis” section for treatment of dividends under RSU awards. See the “Potential Payments Upon Termination or a Change in Control” section and the “Other Compensation Policies and Considerations” portion of the “Compensation Discussion and Analysis” section for treatment of RSU awards upon a change in control and upon termination of employment due to retirement, death or disability. |

  94. Outstanding Equity Awards at 2024 Fiscal Year End

    | (2) The market value shown was determined by multiplying the number of shares of stock that have not vested by $109.28, the closing market price of Jabil common stock on August 31, 2024. |

  95. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 42 |

  96. Outstanding Equity Awards at 2024 Fiscal Year End

    | (3) These amounts represent the number of shares of performance-based RSUs including the Relative TSR RSUs granted in fiscal years 2024, 2023 and 2022. The FY 2024 performance periods and threshold, target, and maximum levels of achievement for performance-based RSUs including the Relative TSR RSUs are described in the “Compensation Discussion and Analysis.” The number of shares and related values as of August 31, 2024, represent the award at target level of achievement. Actual results may cause our NEOs to earn more or fewer shares. During the performance period, the NEO will accrue dividend equivalents on RSUs equal to the cash dividend or distribution that would have been paid on the RSU had the RSU been an outstanding share of common stock on the record date for the dividend or distribution. Such accrued dividend equivalents will vest and become payable upon the same terms and at the same time of settlement as the RSUs to which they relate. See the “Long-Term Compensation” portion of the “Compensation Discussion and Analysis” section for treatment of dividends under RSU awards. See the “Potential Payments Upon Termination or a Change in Control” section and the “Other Compensation Policies and Considerations” portion of the “Compensation Discussion and Analysis” section for treatment of RSU awards upon a change in control and upon termination of employment due to retirement, death or disability. |

  97. Outstanding Equity Awards at 2024 Fiscal Year End

    | (4) The market value shown was determined by multiplying the number of shares of unearned performance based RSUs at the applicable level of performance described in footnote (3) by $109.28, the closing market price of Jabil common stock on August 31, 2024. |

  98. Outstanding Equity Awards at 2024 Fiscal Year End

    | (5) Mr. Wilson’s performance-based RSU awards granted on October 20, 2022 and October 19, 2023 were forfeited, 40% of his time-based RSU award granted on October 20, 2022 and 70% of his time-based RSU award granted on October 19, 2023 were forfeited due to his separation pursuant to the terms outlined in the Wilson Agreement. |

  99. Stock Vested in Fiscal Year 2024

    Stock Vested in Fiscal Year 2024 Our NEOs acquired the following shares upon the vesting of stock awards during fiscal year 2024.

  100. Stock Vested in Fiscal Year 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Dastoor | 72,774 | 9,144,067 | | Mondello | 391,515 | 49,185,258 | | Hebard | 9,363 | 1,186,363 | | Borges | 68,844 | 8,649,429 | | McCoy | 23,539 | 2,984,008 | | Creadon | 17,692 | 2,243,758 | | Wilson | 74,955 | 9,445,937 |

  101. Stock Vested in Fiscal Year 2024

    | (1) The value realized upon vesting is determined by multiplying the number of shares that vested by Jabil’s closing stock price per share on the day prior to the vesting date. The value realized was determined without considering any taxes that were owed upon vesting. |

  102. Non-Qualified Deferred Compensation in Fiscal Year 2024

    Non-Qualified Deferred Compensation in Fiscal Year 2024 In fiscal year 2024, we permitted NEOs to elect to defer a portion of salary and annual incentive awards under the Jabil Inc. Executive Deferred Compensation Plan. The following table shows cash compensation that was deferred by our NEOs, the aggregate earnings and aggregate withdrawals or distributions during fiscal year 2024, and the aggregate balance as of August 31, 2024. For additional information on this plan, see the “Other Compensation Policies and Considerations” portion of the “Compensation Discussion and Analysis” section.

  103. Non-Qualified Deferred Compensation in Fiscal Year 2024

    | Name | NEO Contributions in Fiscal Year 2024 ($) | Registrant Contributions in Fiscal Year 2024 ($) | Aggregate Earnings in Fiscal Year 2024 ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance as of August 31, 2024 ($) | | Dastoor | 124,539 | — | 99,819 | — | 2,031,175 | | Mondello | — | — | — | — | — | | Hebard | — | — | — | — | — | | Borges | — | — | — | — | — | | McCoy | 1,251,200 | — | 324,828 | — | 1,576,028 | | Creadon | — | — | — | — | — | | Wilson | — | — | — | — | — |

  104. Non-Qualified Deferred Compensation in Fiscal Year 2024

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 43 |

  105. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control Except as described herein under “Severance and Termination,” Jabil’s NEOs do not have pre-existing employment or severance agreements. Accordingly, upon a termination with or without cause, or following a change in control or for any other reason, the only cash amounts the applicable NEO(s) receive are salary and bonus earned to the date of termination, unless Jabil decides at that time to voluntarily make a cash severance payment. The Compensation Committee may, in its discretion, award a bonus to our NEOs for the year of retirement, pro-rated for service through the date of retirement. The only other scenarios in which our NEOs may receive additional amounts are in connection with accelerated or continued vesting of outstanding equity awards following a change in control, retirement, death or disability. In the event of a change in control, awards outstanding under the Equity Incentive Plan will accelerate on the first anniversary of the change in control if the NEO has remained an employee, consultant or non-employee director or, if earlier, on the date the NEO is terminated without cause or resigns for good reason. With respect to the Equity Incentive Plan, the preceding discussion assumes that the outstanding awards are continued, assumed or replaced in connection with the change in control by the surviving or successor entity or its parent. If the awards are not continued, assumed or replaced, then the awards will be immediately fully vested on the change in control or, at the discretion of the Compensation Committee, such awards may be terminated and cashed out. These provisions are more fully discussed in “Compensation Discussion and Analysis – Change in Control Arrangements” above. In general, upon termination of employment, all unvested RSUs are forfeited unless (i) there is a change in control or (ii) the NEO is retirement-eligible, dies or becomes disabled. Awards that contain retirement, death or disability provisions may vest in whole or in part as discussed in the “Compensation Discussion and Analysis – Other Compensation Policies and Considerations” above. The following table sets forth the additional amounts that could have been payable or realizable by Jabil and realized by each NEO if termination of his employment were to have occurred as of August 31, 2024, for these scenarios. Amounts payable or realizable upon termination due to a change in control or death would be payable in a lump sum payment. The value upon continued vesting of equity awards (which would occur upon termination due to retirement and termination due to disability) would be realizable upon the respective vesting dates.

  106. Potential Payments Upon Termination or a Change in Control

    | | Termination Due to Change in Control ($) | Termination Due to Retirement ($) | Termination Due to Death ($) | Termination Due to Disability ($) | | Equity(1) | All unvested RSUs would be accelerated(2), resulting in these values: | Certain unvested performance- based RSUs and time-based RSUs would continue to vest, resulting in these values(3): | Certain unvested performance-based RSUs(4) and all time-based RSUs would vest immediately, resulting in these values: | All unvested time-based RSUs would vest immediately and certain unvested performance– based RSUs(5) would continue to vest, resulting in these values: | | Dastoor | 12,167,126 | 9,385,404 | 7,748,389 | 7,748,389 | | Mondello | 53,337,273 | 42,508,718 | 36,950,737 | 36,950,737 | | Hebard | 1,837,325 | 1,241,639 | 1,242,659 | 1,242,659 | | Borges(6) | 11,265,238 | 8,796,603 | 7,354,835 | 7,354,835 | | McCoy | 7,642,169 | 5,403,022 | 4,063,249 | 4,063,249 | | Creadon(7) | 6,288,408 | - | 3,314,171 | 3,314,171 | | Wilson(8) | - | - | - | - |

  107. Potential Payments Upon Termination or a Change in Control

    | (1) With the exception of awards granted in October 2021 that were unvested as of August 31, 2024, all numbers in the chart above represent achievement of the target amount that could be realized under an award at the market closing price on August 31, 2024. The performance period for awards granted in October 2021 that were unvested as of August 31, 2024, has concluded and the actual performance outcome was applied. The only equity grants that were unvested as of August 31, 2024, are restricted stock unit grants. |

  108. Potential Payments Upon Termination or a Change in Control

    | (2) In the event of termination without cause or resignation for good reason following a change in control, all unvested restricted stock units would vest immediately, with performance-based restricted stock units vesting at the maximum. |

  109. Potential Payments Upon Termination or a Change in Control

    | (3) All named executive officers have retirement eligibility other than Mr. Creadon, resulting in extended vesting. Mr. Creadon has no retirement eligibility. All awards that remain unvested as of August 31, 2024, would be cancelled. Mr. Hebard has two years of retirement eligibility and would continue to vest in outstanding awards in accordance with the terms of such awards through August 31, 2026. All |

  110. Potential Payments Upon Termination or a Change in Control

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 44 |

  111. Potential Payments Upon Termination or a Change in Control

    | awards that remain unvested as of such date would be cancelled. Messrs. Mondello, Dastoor, Borges, and McCoy retirement eligibility would result in vesting of all outstanding awards. |

  112. Potential Payments Upon Termination or a Change in Control

    | (4) Performance-based awards would vest immediately on a pro rata basis based on the actual level of the performance targets achieved to date in accordance with the terms of the award. |

  113. Potential Payments Upon Termination or a Change in Control

    | (5) Performance-based awards would continue to vest based on the actual level of the performance targets achieved on a pro rata basis in accordance with the terms of the award. |

  114. Potential Payments Upon Termination or a Change in Control

    | (6) The additional amounts to which Mr. Borges is eligible to receive upon separation are described herein under “Severance and Termination.” |

  115. Potential Payments Upon Termination or a Change in Control

    | (7) The amounts to be paid to Mr. Creadon following his separation are described herein under “Severance and Termination.” |

  116. Potential Payments Upon Termination or a Change in Control

    | (8) The amounts paid to Mr. Wilson upon his separation in May 2024 are described herein under “Severance and Termination.” |

  117. CEO Pay Ratio

    CEO Pay Ratio In accordance with Item 402(u) of Regulation S-K (“Item 402(u)”), we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median associate. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and is based on our payroll and employment records and the methodology described below. In calculating the pay ratio, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported pay ratio may not be comparable to that reported by other companies due to differences in industries, scope of international operations, business models and scale, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their respective pay ratios.

  118. Pay Versus Performance

    Pay Versus Performance The following tables show the relationship between executive “compensation actually paid” and certain financial performance of the Company as determined under Item 402(v) of Regulation S-K. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Matters – Compensation Discussion and Analysis.”

  119. Pay Versus Performance

    | Year (a) | | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) (7) (h) | CANCOI (8) (i) | | | Summary Compensation Table Total for PEO ($) (1) (b) | | | Compensation Actually Paid to PEO ($) (2) (c) | | | | | Total Stockholder Return ($) (5) (f) | Peer Group Total Stockholder Return ($) (6) (g) | | | | | Mondello | Wilson | Dastoor | Mondello | Wilson | Dastoor | | | | | | | | 2024 | N/A | 11,883,424 | 5,249,282 | N/A | (9,418,836) | 4,614,425 | 4,198,611 | 3,706,142 | 325.88 | 170.58 | 1,388,000,000 | 1,588,000,000 | | 2023 | 16,601,000 | 10,237,971 | N/A | 66,953,485 | 24,823,983 | N/A | 3,837,569 | 10,481,156 | 340.37 | 143.65 | 818,000,000 | 1,733,000,000 | | 2022 | 16,435,268 | N/A | N/A | 10,587,003 | N/A | N/A | 4,370,388 | 4,105,552 | 178.70 | 129.75 | 996,000,000 | 1,543,000,000 | | 2021 | 15,629,573 | N/A | N/A | 55,963,228 | N/A | N/A | 5,228,688 | 12,711,957 | 182.13 | 144.77 | 696,000,000 | 1,241,000,000 |

  120. Pay Versus Performance

    | (1) The dollar amounts reported in column (b) are the amounts reported for Mr. Michael Dastoor, our Chief Executive Officer since May 18, 2024, Mr. Kenneth Wilson, our Chief Executive Officer starting May 1, 2023 and for the remainder of 2024 until his separation from the Company, and for Mr. Mark Mondello, our former Chief Executive Officer during the remainder of 2023 and for each of the other years shown in the “Total” column in our Summary Compensation Table. Refer to the “Compensation Matters – Summary Compensation Table”. |

  121. Pay Versus Performance

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Messrs. Wilson and Mondello as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Messrs. Wilson and Mondello, respectively, For Mr. Wilson, the amounts reflect the forfeiture of his fiscal years 2024 and 2023 performance-based RSU awards and partial forfeiture of his fiscal years 2024 and 2023 time-based RSU awards due to his separation pursuant to terms outlined in the Wilson Agreement. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the assumptions used are consistent with those disclosed on the grant date, with values changing primarily due to changes in the Company’s stock price and performance on the metrics applicable to those awards. |

  122. Pay Versus Performance

    | Compensation Actually Paid to PEO | 2024 | 2024 | 2023 | 2023 | 2022 | 2021 | | | Dastoor | Wilson | Wilson ($) | Mondello ($) | Mondello ($) | | | Summary Compensation Table Total | 5,249,282 | 11,883,424 | 10,237,971 | 16,601,000 | 16,435,268 | 15,629,573 | | Less, value of “Stock Awards” reported in Summary Compensation Table | (2,519,385) | (10,987,675) | (6,219,513) | (11,310,600) | (11,110,207) | (11,159,600) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year and were unvested at year-end | 1,712,700 | 794,356 | 13,819,912 | 25,132,433 | 10,938,307 | 23,695,520 | | Plus, year over year change in fair value of outstanding and unvested equity awards granted in prior years that were unvested at year-end | (613,611) | (236,125) | 6,430,336 | 35,847,153 | 999,140 | 26,754,549 | | Plus (less), change in fair value from the prior year-end through the applicable vesting date of equity awards granted in prior years that vested or were rescinded in the year* | 785,439 | 839,479 | 555,277 | 683,499 | (6,675,505) | 1,043,186 | | Less, year-end fair value of equity awards granted in any prior fiscal year that failed to meet the applicable vesting conditions or were forfeited during the year | | (11,712,295) | | | | | | Compensation Actually Paid to PEO | 4,614,425 | (9,418,836) | 24,823,983 | 66,953,485 | 10,587,003 | 55,963,228 |

  123. Pay Versus Performance

    | *Reflects the impact of Mr. Mondello’s voluntarily rescission of the portion of his FY2019 Performance-Based RSUs that was scheduled to vest above target in fiscal year 2022 based on the Company’s Relative TSR performance. Accordingly, Mr. Mondello requested that his payout be capped at the target payout level. |

  124. Pay Versus Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Mondello for 2021 to 2023, Mr. Wilson for 2023 and 2024, and Mr. Dastoor for 2024) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these |

  125. Pay Versus Performance

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 46 |

  126. Pay Versus Performance

    | purposes in each applicable year are as follows: (i) for 2024 Mr. Mondello, Mr. Hebard, Mr. Borges, Mr. McCoy, and Mr. Creadon (ii) for 2023, Mr. Dastoor, Mr. Borges, Mr. Creadon, Mr. McCoy and Mr. Katz; (iii) for 2022, Mr. Dastoor, Mr. Borges, Mr. Wilson, Mr. Johnson and Mr. Loparco; and (iv) for 2021, Mr. Dastoor, Mr. Borges, Mr. Loparco and Mr. Wilson. |

  127. Pay Versus Performance

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Mondello for 2021 to 2023, Mr. Wilson for 2023 and 2024, and Mr. Dastoor for 2024), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the assumptions used are consistent with those disclosed on the grant date, with values changing primarily due to changes in the Company’s stock price and performance on the metrics applicable to those awards. |

  128. Pay Versus Performance

    | Average Compensation Actually Paid to Non-PEO NEOs | 2024 | 2023 | 2022 | 2021 | | Average Summary Compensation Table Total | 4,198,611 | 3,837,569 | 4,370,388 | 5,228,688 | | Less, average value of Stock Awards reported in Summary Compensation Table | (2,240,408) | (1,822,095) | (1,945,226) | (3,262,453) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year and were unvested at year-end | 1,526,025 | 4,048,739 | 1,581,509 | 5,964,144 | | Plus, average year over year change in fair value of outstanding and unvested equity awards granted in prior years that were unvested at year-end | (891,185) | 4,097,774 | 121,089 | 4,637,203 | | Plus (less), average change in fair value from the prior year-end through the applicable vesting date of equity awards granted in prior years that vested in the year | 1,113,099 | 319,169 | (22,208) | 144,375 | | Average Compensation Actually Paid to Non-PEO NEOs | 3,706,142 | 10,481,156 | 4,105,552 | 12,711,957 |

  129. Pay Versus Performance

    | (5) Total Stockholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s stock price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is August 31, 2020. |

  130. Pay Versus Performance

    | (6) The peer group used for this purpose is the following published industry index: S&P MidCap 400 Index. |

  131. Pay Versus Performance

    | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  132. Pay Versus Performance

    | (8) The Company-selected Measure is CANCOI, which is described in detail in the section “Compensation Matters – Compensation Discussion and Analysis – NEO Fiscal Year 2024 Compensation.” CANCOI is a non-GAAP financial measure. See Annex A to this proxy statement for a reconciliation of GAAP to non-GAAP financial measures. |

  133. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    Description of Certain Relationships between Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation Matters – Compensation Discussion and Analysis,” we designed our compensation program with the intent to align pay with performance. The metrics that the Company uses for both our annual cash incentives and long-term equity incentive awards are selected based on an objective of motivating our executives to drive stockholder value. While the Company utilizes the financial performance metrics listed above to align executive compensation with Company performance, only the most important measure is presented in the Pay Versus Performance table (in accordance with SEC rules) for a particular year. Moreover, the Company generally seeks to create long-term stockholder value, and therefore does not specifically align the Company’s performance measures with “compensation actually paid” (“CAP”) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  134. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 47 |

  135. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    Compensation Actually Paid and Company TSR As demonstrated by the following chart, the amount of CAP to the Company’s CEOs for the applicable year and the average amount of CAP to the Company’s other NEOs as a group is aligned with the Company’s cumulative TSR over the four years presented in the table. The alignment of CAP reflects the fact that a significant portion of the compensation paid to our CEOs and to the other NEOs is comprised of equity awards, as described in more detail in “Compensation Matters – Compensation Discussion and Analysis.” Compensation Actually Paid and Net Income The following chart demonstrates the amount of CAP to the Company’s CEOs for the applicable year and the average amount of CAP to the Company’s other NEOs as a group in relation to the Company’s net income over the last four fiscal years. The Company does not use net income as a performance measure in the overall executive compensation program.

  136. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 48 |

  137. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    Compensation Actually Paid and CANCOI The following graph demonstrates the amount of CAP to our CEOs and the average amount of CAP to the Company’s other NEOs as a group in relation to the Company’s CANCOI (as described above and in the Annex to this proxy statement), over the four years presented in the Pay Versus Performance table. While the Company uses numerous financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that CANCOI is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. As described in more detail in “Compensation Matters – Compensation Discussion and Analysis,” the Company utilizes CANCOI when setting goals in the Company’s annual cash incentive program because it views CANCOI as a key corporate metric that takes into account both revenue and expense. Company TSR and S&P 500 Index As demonstrated by the following chart, the Company’s cumulative TSR over the four-year period presented in the table was 225.88% while the cumulative TSR of the S&P 500 Index was 71.64% and cumulative TSR of the S&P MidCap 400 Index was 70.58% over the four years presented in the table.

  138. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    | | Jabil Inc. Fiscal Year 2024 Proxy Statement | 49 |