DEF 14A of Flex Ltd., Jun 25, 2024

DEF 14A of Flex Ltd.

Filed Jun 25, 2024 · FY20240001308179-24-000647

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors As previously announced, Michael D. Capellas, our current independent Chair of the Board, is not standing for re-election and will be retiring from the Board at the annual general meeting. Mr. Capellas has served on our Board for 10 years, including as Chair since 2017, and the Company is very grateful to him for his valuable contributions during his many years of dedicated Board service. In furtherance of our Board leadership succession plan, also as previously announced, William D. Watkins will succeed Mr. Capellas as our independent Chair of the Board following the annual general meeting, subject to his re-election to the Board. You are asked to vote on the election of the following nine nominees to serve on our Board, all of whom presently serve on the Board. The information below reflects the expected membership and leadership of each of the Board’s committees after the annual general meeting. Our Board believes that its composition appropriately reflects the knowledge, experience, skills, diversity and other characteristics required to fulfill its duties.

  2. Our Board of Directors

    | | | | Board Committees | | | | | Name and Principal Occupation | Independent | Director Since | Audit | NG&PR | Compensation and People | Other Public Company Boards | | Revathi Advaithi Chief Executive Officer, Flex Ltd. | No | 2019 | | | | Uber Technologies, Inc. | | John D. Harris II Retired Vice President of Business Development, Raytheon Company and Chief Executive Officer, Raytheon International, Inc. | Yes | 2020 | | | | Cisco Systems, Inc. ExxonMobil Corporation Kyndryl Holdings, Inc. | | Michael E. Hurlston President and Chief Executive Officer, Synaptics Incorporated | Yes | 2020 | | | | Astera Labs, Inc. Synaptics Incorporated | | Erin L. McSweeney Executive Vice President and Chief People Officer, UnitedHealth Group Incorporated | Yes | 2020 | | | | None | | Charles K. Stevens, III Retired Executive Vice President and Chief Financial Officer, General Motors Company | Yes | 2018 | | | | Genuine Parts Company Masco Corporation | | Maryrose T. Sylvester Retired U.S. Managing Director and U.S. Head of Electrification, ABB Ltd | Yes | 2022 | | | | Harley-Davidson, Inc. Vontier Corporation Waste Management, Inc. | | Lay Koon Tan Retired President, Chief Executive Officer and member of the Board of Directors, STATS ChipPAC Ltd. | Yes | 2012 | | | | None | | Patrick J. Ward Retired Vice President and Chief Financial Officer, Cummins Inc. | Yes | 2022 | | | | Corteva, Inc. | | William D. Watkins + Retired Chief Executive Officer, Imergy Power Systems, Inc. | Yes | 2009 | | + | | Nextracker Inc. |

  3. Our Board of Directors

    | + | Mr. Watkins will be the independent Chair of the Board and Chair of the Nominating, Governance and Public Responsibility Committee effective upon the conclusion of the annual general meeting, subject to his re-election. | | | Chair | | | Audit Committee Financial Expert |

  4. Our Board of Directors

    | | 2024 Proxy Statement 5 |

  5. Our Board of Directors

    | | 2024 Proxy Statement 6 |

  6. Board of Directors

    Board of Directors Our Board of Directors oversees and provides policy guidance on our strategic and business planning processes, oversees the conduct of our business by senior management, and is principally responsible for the succession planning for our key executives, including our Chief Executive Officer. We strive to maintain optimal board composition to ensure diverse, insightful and dedicated oversight of our vision, purpose, and mission.

  7. Board Committees

    Board Committees Our Board has three standing committees: Audit Committee, Compensation and People Committee, and Nominating, Governance and Public Responsibility Committee. The directors who serve on each of these committees have in-depth and relevant experience, knowledge and expertise. In addition, all three standing committees are composed entirely of independent directors, including, for the Audit and Compensation and People Committees, directors who meet the heightened independence requirements prescribed by the SEC and Nasdaq for members of such committees. Our Board has adopted, and annually reviews, a charter for each standing committee. All three charters are available on our website under “Investor Relations—Governance.” All committees regularly meet in executive session without members of management present. Each committee has the authority to engage outside advisors and counsel to the extent it considers appropriate to assist the committee in its work. From time to time or as necessary, our Board also forms special committees to provide oversight and/or review of specific matters.

  8. Board Committees

    | Audit Committee | | | | | | COMMITTEE HIGHLIGHTS | 12 meetings in fiscal 2024 Attendance 98% | Members • Charles K. Stevens, III (Chair) • Michael E. Hurlston • Lay Koon Tan • Patrick J. Ward | Independence Each member of the committee is independent and financially literate. | Audit Committee Financial Expert Our Board has determined that Messrs. Stevens, Hurlston, Tan and Ward qualify as “audit committee financial experts” as defined in SEC rules. |

  9. Board Committees

    | Purpose To assist the Board in overseeing Flex’s financial statements, accounting and financial reporting processes and systems of internal control, independent auditors, capital structure and financial risk, cybersecurity, and compliance with legal and regulatory requirements. | | | Key Responsibilities | | | • | Facilitate Communication: Coordinate and facilitate communication regarding our financial statements and accounting and financial reporting processes and systems of internal control among our independent auditors, our financial and senior management and our Board. | | • | Auditor Appointment & Pre-Approval of Audit Services: Select, appoint and determine the compensation of our independent auditors. | | • | Enterprise-Wide Risk Management, Legal, Ethical and Regulatory Compliance: Regularly review and guide management’s identification, monitoring, and mitigation of enterprise-wide risks. Regularly review select legal and regulatory matters and Company compliance policies and programs. Annually review the performance of the Chief Ethics and Compliance Officer (CECO) and the Head of Internal Audit. The committee has authority to appoint or remove the CECO and/or the Head of Internal Audit. | | • | Cybersecurity: Regularly review (at least quarterly) our cybersecurity programs and policies and oversee other risks relating to the Company’s information controls and security. This includes reviewing the Company’s plans to mitigate cybersecurity risks and to respond to data breaches, and reviewing annually the adequacy and effectiveness of the Company’s information and technology security policies and the internal controls regarding information and technology security and cybersecurity. |

  10. Board Committees

    | | 2024 Proxy Statement 23 |

  11. Board Committees

    | Compensation and People Committee | | | | | COMMITTEE HIGHLIGHTS | 5 meetings in fiscal 2024 Attendance 100% | Members • Erin L. McSweeney (Chair) • John D. Harris II • Maryrose T. Sylvester | Independence Each member of the committee is independent. |

  12. Board Committees

    | Purpose To assist the Board in overseeing Flex’s compensation and succession of executive officers, administer equity plans, and direct our global human capital management strategy. | | | Key Responsibilities | | | • | Executive Compensation: Review and recommend to the Board the compensation of the Company’s CEO and the other executive officers. | | • | CEO Succession: Assist the Board of Directors in succession planning for our CEO and other executive officers. | | • | Equity Compensation: Administer our equity compensation plans, including the granting of our incentive, equity-based compensation awards. | | • | Human Capital Management Strategy: Oversee the Company’s global human capital management strategy, including corporate culture, diversity and inclusion, pay and opportunity equity, social initiatives and results, and talent attraction, training, development, and retention programs and results. Includes periodic updates, not less than twice annually. | | Delegation of Authority When appropriate, our Compensation and People Committee may form and delegate authority to subcommittees. In addition, the Compensation and People Committee may delegate to our Chief Executive Officer its authority to grant equity awards to employees who are not directors, executive officers, or other senior level employees who report directly to the Chief Executive Officer. Compensation and People Committee Interlocks and Insider Participation No member of the Compensation and People Committee has ever served as an officer of Flex. None of our directors has an interlocking or other relationship with another board or compensation committee that would require disclosure under Item 407(e)(4) of SEC Regulation S-K. | |

  13. Board Committees

    | Nominating, Governance and Public Responsibility Committee | | | | | COMMITTEE HIGHLIGHTS | 7 meetings in fiscal 2024 Attendance 100% | Members • Michael D. Capellas (Chair)* • Erin L. McSweeney • Charles K. Stevens, III • William D. Watkins* | Independence Each member of the committee is independent. |

  14. Board Committees

    | Purpose To assist the Board in overseeing Flex’s board composition, shareholder communications, and environmental, social, and corporate governance policies and procedures. | | | Key Responsibilities | | | • | Board Performance, Composition and Compensation: Regularly review the composition and performance of the Board and its committees and make recommendations to the Board regarding Board and committee membership. Review and make recommendations to the Board regarding the compensation of non-employee directors for Board and committee service. | | • | Director Nominations: Identify, recruit, evaluate, and recommend to the Board individuals for appointment or election to serve as directors consistent with criteria approved by the Board. In doing so, the committee considers the holistic diversity of the Board, including experience, business acumen, gender, race, ethnicity, age, and cultural background. | | • | Environmental, Social, and Corporate Governance Policies: Shape and oversee our corporate governance, including the Company’s corporate responsibility and sustainability policies and programs, considering such matters as human rights, social issues, climate change, and environmental risks and opportunities. Regularly review and assess current and emerging environmental, social, and corporate governance issues, trends, regulatory developments, and best practices. Review the Company’s annual sustainability report. | | • | Shareholder Communications: Oversee Board communications and engagement with shareholders. |

  15. Board Committees

    | * Mr. Capellas is not standing for re-election to the Board at the 2024 annual general meeting. Mr. Watkins has been appointed by the Board to serve as the Chair of the Nominating Governance and Public Responsibility Committee effective upon the conclusion of the 2024 annual general meeting, subject to his re-election to the Board at the meeting. |

  16. Board Committees

    | | 2024 Proxy Statement 24 |

  17. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program

  18. Objective of Non-Employee Director Compensation Program

    Objective of Non-Employee Director Compensation Program The key objective of our non-employee director compensation program is to attract and retain a diverse group of highly qualified directors with the necessary skills, experience, and character to serve on the Company’s Board of Directors. By using a combination of cash and equity-based compensation, the Nominating, Governance and Public Responsibility Committee intends to recognize the time commitment, expertise, and potential liability relating to active Board service, while also aligning the interests of our directors with the long-term interests of our shareholders. For a further discussion of the specific experience, attributes, skills and qualifications our directors bring to the Company, see “Proposal No. 1: Re-election of Directors – Skills, Qualifications and Diversity of Nominees” on page 34.

  19. Review of Non-Employee Director Compensation Program

    Review of Non-Employee Director Compensation Program The Nominating, Governance and Public Responsibility Committee annually reviews and makes recommendations to our Board for the compensation of our non-employee directors. Management, with input and guidance from our independent compensation consultant, assists the committee in this task by compiling director compensation data from the annual reports and proxy statements of companies in our peer comparison group. For information regarding our peer group, see “Compensation Discussion and Analysis – Executive Compensation Peer Group” on page 52. In fiscal year 2024, the Nominating, Governance and Public Responsibility Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”), to help the committee determine whether the compensation paid to our non-employee directors, including the compensation of the Chair of the Board, is competitive when compared to the practices of our peers. The committee reviewed, among other things, the existing cash compensation of our non-employee directors and the grant date fair value of restricted share unit awards. With FW Cook’s assistance, the committee also considered compensation trends and share ownership guidelines for non-employee directors. Based on the review, the committee recommended and the Board approved the following changes for fiscal year 2024: (i) increasing the annual discretionary restricted share unit award to an aggregate fair market value of $200,000 on the date of grant (from $185,000) and (ii) increasing the Chair of the Board’s additional annual restricted share unit award to an aggregate fair market value of $100,000 on the date of grant (from $50,000).

  20. Components of Non-Employee Director Compensation Program

    Components of Non-Employee Director Compensation Program Our non-employee director compensation program consists of two components:

  21. Components of Non-Employee Director Compensation Program

    | • | Annual cash compensation, in amounts that vary based on committee and chair services; and | | • | Annual discretionary restricted share unit awards. |

  22. Components of Non-Employee Director Compensation Program

    Non-employee directors can elect to receive their annual cash compensation, or any portion thereof, in the form of fully vested, unrestricted shares of the Company. The share election option and structure of our non-employee director compensation program emphasizes equity compensation, which rewards increases in stock price, over cash fees. The Board of Directors believes our overall pay mix, which is consistent with peer practice, supports alignment of directors’ interests with those of our shareholders. In addition to the compensation provided to our non-employee directors, each non-employee director is reimbursed for any reasonable out-of-pocket expenses incurred in connection with attending in-person meetings of the Board of Directors and Board committees, as well as for any fees incurred in attending continuing education courses for directors up to $10,000 per director in any fiscal year. We do not pay management directors for Board service in addition to their regular employee compensation. The compensation paid to our management director, Ms. Advaithi, for services provided as our CEO is discussed in the sections of this proxy statement titled “Compensation Discussion and Analysis” and “Executive Compensation.”

  23. Components of Non-Employee Director Compensation Program

    | | 2024 Proxy Statement 29 |

  24. Director Summary Compensation in Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Share Awards ($)(2) | All Other Compensation ($) | Total ($) | | Michael D. Capellas | 163,000 | 300,000 | — | 463,000 | | John D. Harris II | 105,000 | 200,000 | — | 305,000 | | Michael E. Hurlston(3) | — | 304,969 | — | 304,969 | | Erin L. McSweeney | 153,000 | 200,000 | — | 353,000 | | Marc A. Onetto(4) | 35,666 | — | — | 35,666 | | Charles K. Stevens, III | 153,000 | 200,000 | — | 353,000 | | Maryrose T. Sylvester | 105,000 | 200,000 | — | 305,000 | | Lay Koon Tan(5) | 26,250 | 278,742 | 55,303 | 360,295 | | Patrick J. Ward | 105,000 | 200,000 | — | 305,000 | | William D. Watkins(6) | 98,000 | 200,000 | 292,781 | 590,781 |

  25. Director Summary Compensation in Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($) | Share Awards ($) | All Other Compensation ($) | Total ($) | | William D. Watkins | 98,214 | 194,567 | — | 292,781 |

  26. Proposal No. 1: Re-election of Directors

    Proposal No. 1: Re-election of Directors Article 94 of our Constitution requires that at each annual general meeting, all of the current directors must retire from office. Retiring directors are eligible for re-election. Our Board is currently comprised of 10 members. Michael D. Capellas, a current director and the Chair of the Board, is not standing for re-election and will be retiring from the Board pursuant to Article 94 of our Constitution, effective as of the conclusion of the 2024 annual general meeting. Mr. Capellas joined the Board in 2014 and has made significant contributions to the Company during his tenure. The Board and the Company’s management are very grateful to Mr. Capellas for his for his valuable contributions during his many years of dedicated Board service. As previously announced, William D. Watkins will succeed Mr. Capellas as our independent Chair of the Board following the annual general meeting, subject to his re-election to the Board. Upon the recommendation of our Nominating, Governance and Public Responsibility Committee, the Board of Directors has nominated 9 of our incumbent directors who will retire from office at the 2024 annual general meeting as required by Article 94 of our Constitution, for re-election. If all of the Board’s nominees are elected, the Board will be composed of 9 members immediately following the annual general meeting. If any nominee under Proposal No. 1 fails to receive the affirmative vote of a majority of the shares present and voting on the resolution to approve his or her re-election (that is, if the number of shares voted “FOR” the director nominee does not exceed the number of votes cast “AGAINST” that nominee), he or she will not be re-elected and the size of the Board will be reduced accordingly. Abstentions, if any, will have no effect. The Singapore Companies Act provides that we must have at all times at least one director ordinarily resident in Singapore. As Mr. Tan is the only member of our Board of Directors who is ordinarily resident in Singapore, if Mr. Tan is not re-elected at the 2024 annual general meeting, he shall be deemed to continue in his role as a director until we appoint another director to the Board who is ordinarily resident in Singapore. The proxy holders intend to vote all proxies for the nominees for directors listed below under “Nominees to our Board of Directors.” If any nominee is unable or declines to serve as a director at the time of the 2024 annual general meeting, the proxies will be voted for any nominee designated by the present Board of Directors, in accordance with Article 99 of our Constitution, to fill the vacancy. As of the date of this proxy statement, our Board of Directors is not aware of any nominee who is unable or will decline to serve as a director.

  27. Proposal No. 1: Re-election of Directors

    | | The Board recommends a vote “FOR” the re-election of each of the Director nominees. |

  28. Proposal No. 1: Re-election of Directors

    | | 2024 Proxy Statement 33 |

  29. Board Diversity Matrix (as of June 25, 2024)

    Board Diversity Matrix (as of June 25, 2024)

  30. Board Diversity Matrix (as of June 25, 2024)

    | Board Size: | | | | | Total Number of Directors | 10 | | | | Gender Identity: | | Female | Male | | Directors | | 3 | 7 | | Number of Directors Who Identify in Any of the Categories Below: | | | | | African American or Black | | — | 1 | | Alaskan Native or Native American | | — | 1 | | Asian (other than South Asian) | | — | 1 | | South Asian | | 1 | — | | White | | 2 | 5 | | Two or More Races or Ethnicities | | — | 1 |

  31. Board Diversity Matrix (as of June 25, 2024)

    The Nominating, Governance and Public Responsibility Committee considered the specific experience described in the biographical snapshots below in determining that each individual nominee should serve on our Board of Directors.

  32. Board Diversity Matrix (as of June 25, 2024)

    | Revathi Advaithi | | | Chief Executive Officer, Flex Ltd. Director Since: 2019 Age: 56 Board Committee(s): • None Other Public Company Boards: • Uber Technologies, Inc. (since 2020) | Career Highlights: • Chief Executive Officer of Flex since February 2019 • President and Chief Operating Officer, Electrical Sector, of Eaton Corporation plc, a power management company (September 2015 to February 2019) • President of Electrical Sector, Americas of Eaton (April 2012 to August 2015) • Other positions of increasing responsibility at Eaton between 2008 and 2012, including Vice President and General Manager of the Electrical Components Division • Several senior roles within the sourcing and supply chain functions at Honeywell between 2002 and 2008, including Vice President and General Manager of Honeywell’s Field Solutions business • Various positions at Eaton between 1995 and 2002, including leading the Electrical Sector in the Americas and Asia-Pacific, with a three-year assignment in Shanghai Skills and Qualifications: • Current service as Flex’s Chief Executive Officer, as well as a broad and deep understanding of Flex, the industries in which it participates, and the strategic actions necessary to deliver long-term profitable growth, contributes indispensable knowledge and expertise to our Board • Leadership experience in engineering, operations, logistics, and international supply chain management • Cybersecurity risk oversight experience as a member of the audit committee of another public company board tasked with such responsibility • Globally minded, purpose-driven leader with a deep commitment to our culture and our values |

  33. Board Diversity Matrix (as of June 25, 2024)

    | | 2024 Proxy Statement 37 |

  34. Board Diversity Matrix (as of June 25, 2024)

    | John D. Harris II | | | Retired Vice President of Business Development, Raytheon Company and Chief Executive Officer, Raytheon International, Inc. Director Since: 2020 Age: 63 INDEPENDENT Board Committee(s): • Compensation and People Other Public Company Boards: • Cisco Systems, Inc. (since 2021) • ExxonMobil Corporation (since 2022) • Kyndryl Holdings, Inc. (since 2021) | Career Highlights: • Vice President of Business Development for Raytheon Company and Chief Executive Officer of Raytheon International, Inc., a wholly-owned subsidiary of Raytheon Company, a global engineering and technology company focused on aviation, space and defense. In this role, he was responsible for worldwide sales and marketing, international business and government relations operations, as well as leading the execution of the company’s global business strategy (September 2013 to April 2020) • Joined Raytheon in 1983 and held several leadership positions including Vice President and General Manager of Raytheon’s Intelligence, Information and Services business (2012 to 2013); President, Raytheon Technical Services Company (2010 to 2012); Vice President, Contracts and Supply Chain for Raytheon (2005 to 2010); Vice President, Contracts for Raytheon’s government and defense businesses; and Vice President of Operations and Contracts for Raytheon’s former electronic systems business • Served on the Radio Technical Commission for Aeronautics (RTCA) NextGen Advisory Committee, the National Advisory Council on Minority Business Enterprise with the U.S. Department of Commerce, and the Association of the United States Army’s Council of Trustees Skills and Qualifications: • Proven track record of success in developing and managing large scale global businesses, with leadership in sales and marketing, supply chain, and government relations • Technology, digital and cybersecurity experience as former president of Raytheon Technical Services Company and as former general manager of Raytheon’s Intelligence, Information and Services business, and as a board member of a public company global leader in information security • Competencies in talent management and culture development based on his CEO and functional experience including having served as Raytheon’s Executive Diversity Champion, leading the executive Diversity Leadership Team and providing strategic direction for the company’s overall diversity and inclusion efforts • Outside public and non-profit board experience and government service experience | | Michael E. Hurlston | | | President and Chief Executive Officer, Synaptics Incorporated Director Since: 2020 Age: 57 INDEPENDENT Board Committee(s): • Audit Other Public Company Boards: • Astera Labs Inc. (since 2024) • Synaptics Incorporated (since 2019) Recent Prior Public Company Boards: • Ubiquiti Networks, Inc. (2016–2021) | Career Highlights: • President and Chief Executive Officer of Synaptics Incorporated, a global leader in IoT semiconductor solutions and human interface solutions combining IoT and AI (August 2019 to present) • Chief Executive Officer and a member of the board of directors of Finisar Corporation, a leader in optical communications (January 2018 to August 2019) • From 2001 to 2017, held various senior leadership positions in sales, marketing and general management at Broadcom Limited, a leading developer and supplier of a broad range of semiconductor solutions, and its predecessor corporation, including Senior Vice President and General Manager of the Mobile Connectivity Products / Wireless Communications and Connectivity Division • Held senior marketing and engineering leadership positions at Oren Semiconductor, Inc., Integrated Circuit Systems, Inc., MicroPower Systems Inc., Exar Corporation and IC Works Inc. from 1991 to 2001 • Serves on the Board of Executive Trustees of the UC Davis Foundation Skills and Qualifications: • Current public company CEO experience, as well as extensive leadership and operational experience from his senior executive positions at several technology companies • Deep experience in the semiconductor industry which provides our Board with valuable perspectives directly relevant to our business • Significant technology and global experience, holding advanced degrees in electrical engineering and business administration, as well as a proven track record of growing large businesses to achieve consistent profitable growth and market penetration • Experience serving on public company, private company and non-profit boards |

  35. Board Diversity Matrix (as of June 25, 2024)

    | | 2024 Proxy Statement 38 |

  36. Board Diversity Matrix (as of June 25, 2024)

    | Erin L. McSweeney | | | Executive Vice President and Chief People Officer, UnitedHealth Group Incorporated Director Since: 2020 Age: 59 INDEPENDENT Board Committee(s): • Compensation and People (Chair) • Nominating, Governance and Public Responsibility Other Public Company Boards: • None | Career Highlights: • Executive Vice President and Chief People Officer of UnitedHealth Group Incorporated, responsible for developing and implementing the company’s enterprise people and culture strategy (March 2022 to present) • Executive Vice President, Chief of Staff for CEO, UnitedHealth Group Incorporated (February 2021 to February 2022) • Executive Vice President and Chief Human Resources Officer of Optum, Inc., the global health services platform of UnitedHealth Group Incorporated with 180,000 employees worldwide (January 2017 to February 2021) • Several positions of increasing responsibility during her 11-year career at EMC (now Dell EMC), including Executive Vice President and Chief Human Resources Officer (2015 to 2016); Senior Vice President, Human Resources, Products and Marketing (2013 to 2015); and Chief Human Resources Officer and Vice President, Virtual Computing Environment (2009 to 2012) • Held several other CHRO roles across various industries Skills and Qualifications: • Highly experienced strategic change agent with a track record of elevating organizational performance and strengthening cultural values, having served more than 30 years as a human capital management professional • Champion of diversity, equity and inclusion initiatives, in both her executive roles and as a representative at external DE&I forums • Expertise in leading all strategic and operational aspects of human resources, including organizational design, talent acquisition and management, total rewards, employee development, performance management, and succession planning • Background and insights position her to oversee best practices in executive compensation and human capital management | | Charles K. Stevens, III | | | Retired Executive Vice President and Chief Financial Officer, General Motors Company Director Since: 2018 Age: 64 INDEPENDENT Board Committee(s): • Audit (Chair) • Nominating, Governance and Public Responsibility Other Public Company Boards: • Genuine Parts Company (since 2024) • Masco Corporation (since 2018) Recent Prior Public Company Boards: • Eastman Chemical Company (2020-2024) • Tenneco Inc. (2020-2022) | Career Highlights: • Retired from General Motors Company (GM) in March 2019 after a 40-year career at the global automotive company that designs, manufactures, markets, and distributes vehicles and vehicle parts, and sells financial services • Executive Vice President and Senior Advisor of GM (September 2018 to March 2019) • Executive Vice President and Chief Financial Officer of GM, responsible for leading GM’s financial and accounting operations worldwide (January 2014 to September 2018) • Chief Financial Officer of GM North America (2010 to 2014); Interim Chief Financial Officer of GM South America (2011 to 2013); led GM’s financial operations for GM Mexico (2008 to 2010) and GM Canada (2006 to 2008) • From 1994 to 2005, held several leadership positions in GM’s Asia-Pacific region including China, Singapore, Indonesia, and Thailand Skills and Qualifications: • As the former chief financial officer of GM, brings significant leadership experience in financial and accounting operations of a large, global publicly held manufacturing company • Provides a valuable understanding of international financial matters, risk evaluation and management, mergers and acquisitions, and consumer goods • Extensive experience in the automotive industry which provides our Board with valuable perspectives directly relevant to our business • Outside current and past public company board experience, with particular focus on audit committee service and leadership, which includes cybersecurity risk oversight experience as a member of audit committees of public company boards tasked with such responsibility |

  37. Board Diversity Matrix (as of June 25, 2024)

    | | 2024 Proxy Statement 39 |

  38. Board Diversity Matrix (as of June 25, 2024)

    | Maryrose T. Sylvester | | | Retired U.S. Managing Director and U.S. Head of Electrification, ABB Ltd Director Since: 2022 Age: 58 INDEPENDENT Board Committee(s): • Compensation and People Other Public Company Boards: • Harley-Davidson, Inc. (since 2016) • Vontier Corporation (since 2021) • Waste Management, Inc. (since 2021) | Career Highlights: • U.S. Managing Director and U.S. Head of Electrification of ABB Ltd, a global technology company operating in the areas of electrification, robotics, power, and automation (June 2019 to August 2020) • Held a broad range of leadership roles during more than 30 years at GE, including President and CEO of Current, a digital power service business delivering integrated energy systems (2015 to June 2019); President and CEO of GE Lighting, a leading global lighting provider (2011 to 2015); and President and CEO of GE Intelligent Platforms, an industrial automation provider (2006 to 2011) • Global supply chain experience during tenure at GE including as Director of Sourcing for GE Lighting in Budapest, Hungary, and Global Sourcing Director for GE Lighting Skills and Qualifications: • Extensive experience in leading and transforming global industrial businesses, focused on innovation, operational improvement, and supply chain and logistics management • Significant knowledge and expertise in product development and delivering technology-enabled and energy-efficient, sustainable solutions • Experienced leader of diversity, equity and inclusion initiatives, including as leader of ABB’s Encompass diversity program and a founding member and cabinet leader of GE’s Women’s Network • Experience serving on large public company, private company and non-profit boards, which includes cybersecurity risk oversight experience as a member of the audit committee of another public company board tasked with such responsibility | | Lay Koon Tan | | | Retired President, Chief Executive Officer and member of the Board of Directors, STATS ChipPAC Ltd. Director Since: 2012 Age: 65 INDEPENDENT Board Committee(s): • Audit Other Public Company Boards: • None | Career Highlights: • Founding President and Chief Executive Officer and a member of the board of directors of STATS ChipPAC Ltd., a leading service provider of semiconductor packaging design, bump, probe, assembly, test and distribution solutions (2004 to 2015), after leading the formation of the company, and its predecessor, ST Assembly Test Services Ltd. (2002 to 2004). Mr. Tan joined ST Assembly Test Services Ltd. in 2000 as its Chief Financial Officer. • Investment banker with Salomon Smith Barney, the global investment banking unit of Citigroup Inc. • Various senior positions in government and financial institutions in Singapore, including the United Overseas Bank Limited • Holds a Bachelor of Engineering from the University of Adelaide, Australia where he was a Colombo Plan Scholar, and a Master of Business Administration from the University of Pennsylvania’s Wharton School of Business, where he was a Palmer Scholar Skills and Qualifications: • Deep financial expertise and experience in investment matters and business development • Experience in driving innovation and growth through entrepreneurial endeavors in the technology sector, including in the semiconductor industry • Executive leadership experience, serving as a chief executive officer and chief financial officer of leading global technology-based businesses |

  39. Board Diversity Matrix (as of June 25, 2024)

    | | 2024 Proxy Statement 40 |

  40. Board Diversity Matrix (as of June 25, 2024)

    | Patrick J. Ward | | | Retired Vice President and Chief Financial Officer, Cummins Inc. Director Since: 2022 Age: 61 INDEPENDENT Board Committee(s): • Audit Other Public Company Boards: • Corteva, Inc. (since 2019) Recent Prior Public Company Boards: • DowDuPont Inc. (2017-2019) | Career Highlights: • Vice President and Chief Financial Officer of Cummins Inc., a global power leader that designs, manufactures, distributes and services engines and related technologies (2008 to March 2019) • Held a broad range of financial leadership positions after joining Cummins in 1987, including serving as vice president, engine business controller, and executive director, power generation business controller • Prior to joining the Board of Corteva, Inc., Mr. Ward served as a director of E.I. du Pont de Nemours and Company, Inc. and remained a board member through its merger with DowDuPont Inc. Skills and Qualifications: • Broad experience across finance, risk management and strategy from his extensive experience as a chief financial officer and executive of a global public company • Significant financial expertise, including in financial reporting, public accounting, capital markets, investment management and investor relations, through a broad range of global financial leadership positions including as a public company chief financial officer • Several years of experience serving on public company boards, with particular focus on audit committee service and leadership, which includes cybersecurity risk oversight experience as a member of the audit committee of another public company board tasked with such responsibility | | William D. Watkins | | | Retired Chief Executive Officer, Imergy Power Systems, Inc. Director Since: 2009 Age: 71 INDEPENDENT Board Committee(s): • Nominating, Governance and Public Responsibility Other Public Company Boards: • Nextracker Inc. (since 2023) Boards: Recent Prior Public Company • Avaya Holdings Corp. (2017-2023) • Maxim Integrated Products, Inc. (2008-2021) | Career Highlights: • Chief Executive Officer (September 2013 to August 2016) and Chairman of the Board (January 2015 to August 2016) of Imergy Power Systems, Inc., a leading innovator in cost-effective energy storage solutions • Chairman of the Board (February 2013 to December 2013) and Chief Executive Officer (2010 to February 2013) of Bridgelux, Inc., a leading light emitting diode (LED) developer • Chief Executive Officer (2004 to 2009) and President and Chief Operating Officer (2000 to 2004) of Seagate Technology, a provider of electronic data storage solutions and systems, responsible for Seagate’s hard disc drive operations, including recording heads, media, and other components, and related R&D and product development organizations • Various other positions with Seagate Technology (1996 to 2000) Skills and Qualifications: • Extensive operational and management experience, including as CEO and COO, leading technology manufacturing businesses on a global scale • Deep understanding of the electronics and semiconductor industries which provides our Board with valuable perspectives directly relevant to our business • Technology, digital and cybersecurity experience as an executive serving businesses in encryption, enterprise, desktop, mobile computing, and electronics industries • Outside current and past board experience as a director of various public companies The Board believes that Mr. Watkins’ extensive experience and tenure on our Board makes him very well suited to serve as the independent Chair of our Board. |

  41. Board Diversity Matrix (as of June 25, 2024)

    | | 2024 Proxy Statement 41 |

  42. Performance and Company Highlights for Fiscal Year 2024

    The short-term incentive program for the NEOs in fiscal year 2024 used the following financial metrics: revenue, adjusted OP, and adjusted FCF. For fiscal year 2024, we continued our adjusted EPS growth performance stock unit (PSU) program as a long-term incentive (LTI) vehicle. These were the same metrics we focused on in our quarterly performance updates to shareholders. Our recent history of performance on these four metrics is shown below. Our adjusted FCF performance and improved profitability supported our return of capital to shareholders through our share repurchase program, as shown below. The pace of repurchases exceeded that of the prior three fiscal years combined.

  43. Compensation Highlights for Fiscal Year 2024

    | | No base salary increases for any of our NEOs for FY24. | | | Bonus payouts ranged from 75% to 95% of target for the NEOs. | | | Individual performance increased some of the NEOs’ bonus payouts by 5 – 10 percentage points based on achievement of individual goals. | | | On the sustainability bonus modifier, the Compensation and People Committee exercised its discretion to adjust the positive sustainability performance rating to neutral for the NEOs. | | | Long-term incentive award values were increased for our Chief Executive Officer and our President, Global Operations and Components. These increases resulted in target total compensation being competitively positioned versus our compensation peer group. | | | Performance share unit (PSU) payouts = 200%: Earned for the relative total shareholder return (rTSR) PSUs for the three-year performance cycle ending in fiscal year 2024 (rTSR PSUs that vested in June 2023), as the maximum performance level was achieved. Maximum payout of 200% was also earned for the Adjusted EPS PSUs for the three-year performance cycle ending on March 31, 2024. |

  44. Summary of Compensation Program Changes for Fiscal Year 2024

    | Program Element | Fiscal Year 2024 Design Changes | Rationale for Change | | Bonus Metrics | Added a feature that capped bonus funding at target if threshold performance is not achieved for all metrics. | Puts greater focus on balanced achievement of all performance metrics | | | Increased weighting (from 50% to 60%) on Corporate results for segment presidents | To have greater emphasis on overall Corporate performance |

  45. Fiscal Year 2024 Executive Compensation Summary

    | (1) PSUs are shown at face value (the target number of shares awarded multiplied by the closing stock price on the grant date). |

  46. Fiscal Year 2024 Executive Compensation Summary

    | Variable Compensation Element | Description | | Short-Term Incentive | Corporate executives are measured entirely on Flex financial objectives. Segment NEO metrics are evenly split between corporate and segment results (segment revenue and segment OP). | | | All NEOs are measured against a group scorecard consisting of five sustainability metrics that can modify bonus payouts. All NEOs are measured against achievement of individual goals that can modify bonus payouts. | | Long-Term Incentive | 25% are PSUs that may be earned based on Flex’s TSR versus that of the TSR peer group over 12-, 24- and 36-month periods within a three-year vesting cycle, with earned shares vested and delivered at the end of the 36-month performance period. 25% are PSUs that may be earned based on Flex’s adjusted EPS growth over three annual periods within a three-year vesting cycle. 50% are RSUs that vest equally over a three-year period. | | Deferred Compensation | Long-term cash incentives under our Deferred Compensation Plan have a target value equal to 30% of salary for each NEO, with 50% of funding fixed and 50% of funding linked to corporate bonus funding. |

  47. Compensation Philosophy

    | Program Feature | Overview | | Competitive pay | • We regularly benchmark pay against a set of industry peers. • Base salaries and target cash compensation are competitively positioned for our NEOs to manage fixed costs and emphasize paying for performance. | | Substantial emphasis on at-risk compensation | • Programs are designed to link pay delivery to the achievement of pre-determined performance goals that directly correlate with enhanced shareholder value. • 90% of Ms. Advaithi’s fiscal year 2024 target total direct compensation was at-risk and 79% of target total direct compensation for our other NEOs, on average, was at-risk. • 100% of at-risk compensation is based on achievement of core financial metrics and/or is subject to market risk based on stock price or relative TSR performance. Incentive outcomes are based on a formulaic calculation of results against pre-determined financial or TSR-based performance targets. • Formulaic funding results under the annual incentive plan are modified based on achievement of sustainability metrics (+/-10 percentage points) and individual performance (+/-10 percentage points). • The Board, or the Compensation and People Committee if so delegated by the Board, maintains the authority to adjust annual incentive bonus payouts if such payouts do not align with the Company’s overall performance. | | Focus on long-term performance | • While measurement of short-term results maintains day-to-day focus, we believe that shareholder value is built over the long term. • For Ms. Advaithi’s fiscal year 2024 target total direct compensation, 74% was in the form of long-term incentives, half of which are linked to the achievement of relative TSR performance or adjusted EPS growth goals. On average, 58% of target total direct compensation for our other NEOs was in the form of long-term incentives, tied to achievement of the same objectives as Ms. Advaithi. • We emphasize the NEOs’ alignment with our shareholders’ long-term interests by enforcing rigorous share ownership guidelines. |

  48. Compensation Philosophy

    | Illustrative Assumptions | Bonus & PSU Payouts | Stock Price | | Low Performance Scenario | 50% of Target | $13.32 (Grant Price – 50%) | | High Performance Scenario | 150% of Target | $39.96 (Grant Price + 50%) |

  49. Executive Compensation Peer Group

    Executive Compensation Peer Group Relying upon data provided by our independent compensation consultant, the Compensation and People Committee undertakes a review, on an annual basis, of the compensation peers that we use to provide insight into market-competitive executive pay programs, levels and practices. The criteria used to develop the peer group were unchanged from fiscal year 2023, continuing with revenue and market cap as the financial measures, as well as similar industry focus and publicly listed companies with headquarters in the U.S. as the other selection criteria. Applying these criteria, carried over from fiscal year 2023, did not result in any peer group changes – Flex continued with the same 14 peer companies as in fiscal year 2023.

  50. Peer Group Criteria & Rationale

    Peer Group Criteria & Rationale

  51. Peer Group Criteria & Rationale

    | (1) Initial industry selection criteria focused on companies assigned to the following GICS codes: Hardware and Equipment (4520) and Capital Goods (2010). Additional selection criteria were: |

  52. Peer Group Criteria & Rationale

    | • | Emphasis on technology and electronics or other specialty manufacturers (rather than pure distributors); and | | • | Business-to-business technology, machinery, or electronic peripheral providers. |

  53. Peer Group Criteria & Rationale

    | | 2024 Proxy Statement 52 |

  54. Peer Group Criteria & Rationale

    Our peer group for fiscal year 2024 compensation decisions consisted of the following companies:

  55. Peer Group Criteria & Rationale

    | Arrow Electronics, Inc. | Jabil Inc. | TD SYNNEX Corporation | | Avnet, Inc. | PACCAR Inc. | Textron Inc. | | Corning Incorporated | Parker Hannifin Corporation | Western Digital Corporation | | Cummins Inc. | Sanmina Corporation | Xerox Holdings Corporation | | Hewlett Packard Enterprise Company | Seagate Technology Holdings plc | |

  56. Peer Group Criteria & Rationale

    The peer group revenue and market cap summary statistics, as of the time of the analysis, are shown below. In addition to our peer group companies, the Compensation and People Committee reviews standardized surveys of large technology and manufacturing firms to evaluate the competitiveness of Flex’s compensation programs in the context of broader market practices.

  57. Incentive Bonus Plan

    Incentive Bonus Plan In designing the incentive bonus plan, our Chief Executive Officer and management team develop and recommend performance metrics, weightings and targets, which are reviewed and are subject to final approval by the Compensation and People Committee. Fiscal year 2024 corporate level performance metrics and weightings, which were unchanged from fiscal year 2023, were as follows:

  58. Incentive Bonus Plan

    | Metrics | Fiscal Year 2024 Weightings | | Adjusted OP | 40% | | Adjusted FCF | 35% | | Revenue | 25% | | Sustainability / Individual Performance | Used as an additive modifier (+/– 10% each) |

  59. Incentive Bonus Plan

    The adjusted OP, adjusted FCF, and revenue metrics and weightings remained the same from fiscal year 2023 to fiscal year 2024 and focus on profitability, conversion of profit into free cash flow through working capital and inventory management, and top line growth. Adjusted OP acts as both a metric within the plan, and the overall funding metric of our global bonus program, as illustrated below on page 57. Adjusted OP achievement generates an enterprise-wide funding pool based on the same adjusted OP targets as used for the Corporate NEO bonus plan, which acts to ensure affordability and alignment to shareholder returns. The Company uses a range around OP, where aggregate bonus payouts must be within +/-20% of Corporate adjusted OP achievement. This maintains the connection between enterprise-wide bonus plan results and payouts as well as pay for performance alignment. Performance for segment Presidents is measured at both the Corporate and segment levels, with a 60%/40% weighting, respectively, a change from a 50/50 weighting in fiscal year 2023. This 60/40 weighting split emphasizes the importance of enterprise-wide performance and encourages a balanced approach between accountability for segment performance and cooperation across the enterprise. The Corporate performance metrics are as defined above. The metrics for segment performance are segment OP and revenue, which are weighted equally. The Company continued with a sustainability performance modifier and an individual performance modifier to the incentive bonus plan for fiscal year 2024. Each can adjust the final bonus payout +/- 10 percentage points for a combined total of +/-20 percentage points. Final bonus payouts are subject to the bonus plan cap of 200% of target.

  60. Incentive Bonus Plan

    | | 2024 Proxy Statement 54 |

  61. Incentive Bonus Plan

    The following table summarizes the key features of our fiscal year 2024 incentive bonus plan.

  62. Incentive Bonus Plan

    | Feature | Component | Objectives | | Performance targets | • Based on key short-term Corporate and segment financial metrics | • Aligns executive incentives with performance • Rewards achievement of short-term objectives | | Performance measures | • Revenue and adjusted OP at the Company and segment level, and adjusted FCF at the Company level • Weightings for these metrics are fixed, and measured at the corporate level for all executives and at the segment level for segment executives • Adjusted OP measured at the Company level is also used as the funding metric for aggregate bonus payouts across the Company | • Emphasizes pay-for-performance by linking individual compensation to performance on metrics that are key drivers of shareholder value • Promotes accountability by tying payouts to achievement of minimum performance thresholds • Ties aggregate payouts to Company’s overall profitability, helping to ensure affordability | | Bonus modifiers | • Five metrics across four sustainability pillars of environment, labor, health & safety, and inclusion & diversity • Individual performance | • Emphasizes Company’s Sustainability Plan goals • Underscores the importance of sustainability and aligns to evolving market trends and investor expectations • Enables the Committee to differentiate pay based on individual NEO’s performance | | Bonus payments | • Based on achievement of financial performance objectives, sustainability performance and individual performance • Target bonus opportunities set at percentage of base salary, based on executive’s level of responsibility • Additive sustainability and individual performance modifiers can adjust bonus payouts by up to +/-10 percentage points each • Annual incentive bonuses range from 0% of target to a maximum of 200% of target • No payout awarded for any measure where threshold performance is not achieved • Introduced in fiscal year 2024, if threshold performance is not achieved for all metrics, l bonus payout will be capped at 100% • The Board, or the Compensation and People Committee if so delegated by the Board, has the authority to adjust bonus payouts if appropriate in the context of the Company’s overall performance | • Reflects the Company’s emphasis on pay-for-performance by linking individual compensation to financial performance • Encourages accountability for all financial performance goals by conditioning bonus payments on the achievement of at least the minimum thresholds on all measures |

  63. Target Incentive Awards

    Target Incentive Awards Fiscal year 2024 bonus targets for the NEOs as a percent of base salary are shown below. They were not increased from fiscal year 2023.

  64. Target Incentive Awards

    | Name and Title | Fiscal year 2024 Target Bonus (% of Salary) | Fiscal year 2024 Target ($) | | Revathi Advaithi | | | | Chief Executive Officer | 165% | 2,186,250 | | Paul R. Lundstrom | | | | Chief Financial Officer | 110% | 808,500 | | Hooi Tan | | | | President, Global Operations and Components | 110% | 770,000 | | Michael P. Hartung | | | | President, Agility Solutions | 100% | 735,000 | | Scott Offer | | | | Executive Vice President, General Counsel | 100% | 663,000 |

  65. Incentive Payouts for CEO, CFO, General Counsel, and President, Global Operations and Components

    Incentive Payouts for CEO, CFO, General Counsel, and President, Global Operations and Components The table below sets forth the payout opportunities that were available to Ms. Advaithi, and Messrs. Lundstrom, Tan and Offer based on different levels of corporate performance. These targets are considered rigorous and were validated within the context of analyst expectations. The bonus for Mr. Hartung was also in part based on the results of his segment. Performance targets are determined based on Board-approved financial plans—both at Company and segment levels. Maximum payout levels were tied to “stretch” levels of performance.

  66. Incentive Payouts for CEO, CFO, General Counsel, and President, Global Operations and Components

    | Fiscal Year 2024 Short-Term Incentive Plan(1) | | | | | | | | | | Payout (% of Target) | | | Actual Performance ($) | Actual Payout (% of Target) | | | Weight | Threshold%(2) | 100% | 200% | | | | Revenue ($M) | 25% | $28,370 | $30,506 | $31,726 | 28,079 | 0% | | Adjusted OP ($M) | 40% | $1,294 | $1,523 | $1,675 | 1,626 | 168% | | Adjusted FCF ($M) | 35% | $383 | $638 | $894 | 821 | 172% | | Bonus Achievement | | | | | | 85%(3) |

  67. Incentive Payouts for CEO, CFO, General Counsel, and President, Global Operations and Components

    | | Actual Payout Based on Performance | | (1) | Targets and actual performance include Flex’s economic interest in Nextracker through January 2, 2024, the date of the Spin-off. | | (2) | Threshold payout on Revenue and Adjusted OP metrics was 30% of target. For the Adjusted FCF metric, threshold payout was 50% of target. | | (3) | Bonus plan threshold requirement was not achieved across all metrics, therefore bonus achievement was capped at 100%. |

  68. Incentive Payouts for CEO, CFO, General Counsel, and President, Global Operations and Components

    While the formulaic payout of the financial performance in the corporate bonus plan was capped at target, upon management’s recommendation, the Compensation and People Committee exercised its discretion to adjust the corporate payout to 85% to reflect Core Flex performance (excluding Nextracker) for fiscal year 2024.

  69. Incentive Payout for Segment President

    Incentive Payout for Segment President We treat the segment performance measures as confidential. As described above, 40% of the annual bonus for Mr. Hartung was based on the results of his segment, evenly split between revenue and adjusted OP. The remaining 60% of the annual bonus was the same as for corporate executives outlined above. The combination of these inputs and the adjustment based on individual performance resulted in a payout of 74.59% of target for Mr. Hartung.

  70. Incentive Payout for Segment President

    | | 2024 Proxy Statement 57 |

  71. Final Incentive Awards for the NEOs

    Final Incentive Awards for the NEOs The bonus payout levels for our NEOs were as follows:

  72. Final Incentive Awards for the NEOs

    | Name | Fiscal Year 2024 Annual Incentive Bonus Target (Potential Bonus as a percentage of Base Salary) | Fiscal Year 2024 Annual Incentive Actual Bonus ($) | Fiscal Year 2024 Actual Annual Incentive Bonus as a Percentage of Full Year Target Bonus | | Revathi Advaithi | 165% | 1,858,313 | 85.00% | | Paul R. Lundstrom | 110% | 727,650 | 90.00% | | Hooi Tan | 110% | 731,500 | 95.00% | | Michael P. Hartung | 100% | 548,237 | 74.59% | | Scott Offer | 100% | 563,550 | 85.00% |

  73. Long-Term Share-Based Incentive Compensation

    Long-Term Share-Based Incentive Compensation In fiscal year 2024, the Board, upon the recommendation of the Compensation and People Committee, granted share-based long-term incentives to our senior executives as an incentive to maximize the Company’s long-term performance and drive shareholder value creation. These long-term incentives are designed to align the interests of the NEOs with those of our shareholders and to give each NEO a significant incentive to manage the Company from the perspective of an owner with a direct stake in the business. Long-term equity awards are also intended to promote retention, as unvested shares are forfeited if an executive voluntarily leaves the Company. Half of the long-term incentive value was delivered in the form of service-based RSUs. rTSR-based PSUs represent 25% of our NEOs’ share-based long-term incentive awards (based on face value of the awards) in fiscal year 2024 and the remaining 25% was delivered in the form of adjusted EPS growth PSUs. (The actual grant value mix disclosed in the tables of this proxy statement may deviate from this 50/25/25 RSU/rTSR PSU/EPS PSU split due to the Monte Carlo accounting valuation required by SEC rules to be used for the tabular disclosure of rTSR-based PSUs.) The Compensation and People Committee believes this targeted 50/50 allocation between RSUs and PSUs links long-term compensation to the Company’s long-term performance and shareholder outcomes, and promotes retention.

  74. Restricted Share Unit Awards (RSUs)

    Restricted Share Unit Awards (RSUs) Fifty percent of each NEO’s share-based long-term incentive award is in the form of RSUs. These service-based RSUs vest in three equal installments on the first three anniversaries of the grant date, subject to continued employment. Payouts are made in shares, so the value of an RSU award increases or decreases based on share price performance from the grant date, further aligning the interests of the executive with long-term shareholder value creation. Before an RSU vests, the holder has no ownership rights in the shares and is not entitled to dividends or dividend equivalents.

  75. rTSR PSUs

    rTSR PSUs Twenty-five percent of each NEO’s share-based long-term incentive award is in the form of rTSR PSUs. The rTSR PSU awards granted in fiscal year 2024 will be earned (or not), at up to a maximum of 200% of target, based upon Flex’s percentile rank of TSR over a three-year period compared to the rTSR peer group companies (described below). Performance is measured over three discrete measurement periods—of 12-, 24-, and 36- months—within each three-year cycle, as illustrated below. The rTSR PSU final payout will be based on the average payouts of these three performance periods and does not occur until after the conclusion of the full 36-month performance period.

  76. rTSR PSUs

    | | 2024 Proxy Statement 58 |

  77. rTSR PSUs

    The use of discrete measurement periods aims to minimize the potential impact of short-term share price volatility at the end of the performance period, while having vesting occur following conclusion of the final performance period aligns value delivery with longer-term absolute TSR performance. The Compensation and People Committee believes that this approach focuses NEOs on the achievement of sustainable long-term shareholder returns and provides a payout that is more reflective of the shareholder experience over the entire three-year cycle. Except in the event of an employee’s death, disability, or retirement, no portion of a PSU award is earned or distributed until the conclusion of the full three-year performance period. The number of shares earned is dependent on the percentile rank achieved, within each of the 12-, 24- and 36-month periods, as shown below. Note: Straight-line interpolation is used to determine shares earned when results are between targets. The TSR peer group is reviewed and updated annually based on the filtering criteria below.

  78. rTSR PSUs

    | 1. | Reflect likely competitors for investor funds | | 2. | Focus on the same or similar industries to Flex and subject to similar macroeconomic forces | | 3. | Approximate the margin range for electronic manufacturing industry |

  79. rTSR PSUs

    These considerations resulted in the following selection methodology: Fourteen compensation peer group companies, plus companies meeting all of the following criteria:

  80. rTSR PSUs

    | 1. | Industry membership in Technology Hardware & Equipment (GICS code 4520) and Capital Goods (2010) | | 2. | Annual revenue is between $5 billion and $125 billion | | 3. | Market cap is between $1 billion and $40 billion | | 4. | Annual operating margin is 10% or less |

  81. rTSR PSUs

    | | 2024 Proxy Statement 59 |

  82. rTSR PSUs

    Based on the selection methodology listed above, our FY24 TSR peer group is comprised of the following:

  83. rTSR PSUs

    | Acer Inc. | Johnson Controls International | | AECOM | MasTec, Inc. | | AGCO Corporation | MDU Resource Group, Inc. | | APi Group | Oshkosh Corporation | | Arrow Electronics, Inc.* | PACCAR Inc.* | | ASUSTeK Computer Inc. | Parker Hannifin Corporation* | | AUO Corporation | Pegatron Corporation | | Avnet, Inc.* | Qisda Corporation | | Beacon Roofing Supply, Inc. | Quanta Computer Incorporated | | Bombardier Inc. | Quanta Services | | Brookfield Business Partners | Resideo Technologies, Inc. | | CDW Corporation | Rush Enterprises | | CommScope Holding Company, Inc. | Sanmina Corporation* | | Compal Electronics | Seagate Technology Holdings plc* | | Core & Main | Super Micro Computer, Inc. | | Corning Incorporated* | Synnex Technology International Corp. | | Cummins Inc.* | TD SYNNEX Corporation* | | Dell Technologies | Textron Inc.* | | EMCOR Group, Inc. | UFP Industries, Inc. | | Far Eastern New Century | Univar Solutions Inc. | | Finning International Inc. | Veritiv Corporation | | Fluor Corporation | Watsco, Inc. | | Hewlett Packard Enterprise Company* | WESCO International | | HP Inc. | Western Digital Corporation* | | Huntington Ingalls Industries | Wistron Corporation | | Icahn Enterprises L.P. | Wiwynn International Corporation | | Innolux Corporation | WPG Holdings | | Insight Enterprises Inc. | WSP Global Inc. | | Inventec Corporation | WT Microelectronics Co., Ltd. | | Jabil Inc.* | Xerox Holdings Corporation* |

  84. rTSR PSUs

    | * Denotes an existing compensation peer group company |

  85. rTSR PSUs

    The TSR peer group contains companies headquartered and listed in the U.S., Canada and Taiwan as a reflection of the global nature of the industry in which Flex operates.

  86. Adjusted EPS Growth PSUs

    Adjusted EPS Growth PSUs We added adjusted EPS growth PSUs to the LTI program in fiscal year 2022 in order to improve participant line-of-sight to achievement of our long-term financial strategy. These PSUs represent 25% of our NEOs’ share-based long-term incentive awards (based on the target value of the awards as described below and will be earned (or not), at up to a maximum of 200% of target, based upon Flex’s achievement of adjusted EPS growth targets. In setting the adjusted EPS growth targets, the Compensation and People Committee considered the following inputs:

  87. Adjusted EPS Growth PSUs

    | • | Flex’s historical EPS growth performance; | | • | Peer company (both compensation and US-based TSR peers) historical non-GAAP EPS growth performance; | | • | Company’s long-term financial strategy; and | | • | Company’s investor guidance for fiscal year 2024. |

  88. Adjusted EPS Growth PSUs

    | | 2024 Proxy Statement 60 |

  89. Adjusted EPS Growth PSUs

    Performance will be measured over a three-year period in three discrete annual measurements within each three-year cycle, as illustrated below. Performance during each of the three years is averaged in the end, determining the final percentage of shares vesting (as a percent of target). Except in the event of an employee’s death, disability, or retirement, none of the shares are earned or distributed until the end of the three-year cycle. Adjusted EPS growth rates will be calculated using non-GAAP adjustments summarized on page 55 of this proxy statement. Adjusted EPS used for purposes of adjusted EPS growth PSU performance calculations will also exclude the impact of extraordinary items or events that have an unanticipated impact, corporate transactions (including acquisitions or dispositions), and other unusual or nonrecurring items. For purposes of EPS, the impact of unplanned share repurchases attributable to corporate transactions (including acquisitions or dispositions) will also be excluded. The rationale for excluding the impact of significant items or events that have an unanticipated impact is to focus participants on factors within their control, and preserve the incentive orientation of the plan in the face of significant, unforeseen business disruptions or other events. The objective of excluding the impact of M&A is to measure performance on the same basis and business composition as in place at the start of the performance period. Actual fiscal year 2024 adjusted EPS growth performance for the two in-flight performance cycles (awards granted in FY23 and FY24) was above the maximum performance adjusted EPS growth goal of 12%, resulting in 200% of target shares earned for years 1 and 2 of the FY23 award, and year 1 of the FY24 award. Each award’s final payout is determined based on the average of each annual performance over a three-year performance period. No shares vest until the end of the performance period. See also Annex A to this proxy statement for a reconciliation of GAAP to non-GAAP financial measures.

  90. Adjusted EPS Growth PSUs

    | | 2024 Proxy Statement 61 |

  91. Effect of Nextracker Spin-Off on Outstanding Equity Awards

    Effect of Nextracker Spin-Off on Outstanding Equity Awards As noted above, on January 2, 2024, we completed the Spin-off of Nextracker. For additional information regarding the Spin-Off and the Distribution, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. In connection with the Spin-off, we entered into the Employee Matters Agreement with Nextracker, which governs Nextracker’s and Flex’s compensation and employee benefits obligations with respect to their respective service providers, including employees, consultants and non-employee directors. Pursuant to the Employee Matters Agreement, awards that were outstanding under our 2017 Equity Incentive Plan (as amended and restated as of August 2, 2023) (the “2017 Plan”) at the time of the Spin-off were adjusted under an approach referred to as the “concentration method.” Under the concentration method, outstanding awards under the 2017 Plan were (i) converted into new awards under the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan for Nextracker service providers, and (ii) adjusted for Flex service providers as described below. The adjustments made with respect to the outstanding awards under the 2017 Plan for Flex service providers (“Covered Awards”) involved increasing the number of ordinary shares subject to such Covered Awards, in each case subject to rounding, as follows (none of the Covered Awards consisted of stock option awards):

  92. Effect of Nextracker Spin-Off on Outstanding Equity Awards

    | • | RSU Awards. The number of shares that remained subject to each Covered Award consisting of an RSU award at the time of the Spin-off was multiplied by the adjustment ratio and rounded up to the nearest whole share. | | • | PSU Awards. The number of shares that remained subject to each Covered Award consisting of a PSU award at the time of the Spin-off was multiplied by the adjustment ratio and rounded up to the nearest whole share (no adjustments were made to the performance goals that relate to such PSUs). |

  93. Effect of Nextracker Spin-Off on Outstanding Equity Awards

    These adjustments to the Covered Awards were made in accordance with the terms of the 2017 Plan and for the purposes of preserving their economic value after the Spin-off transaction relative to their value prior to the transaction. No other adjustments were made to the terms (e.g., vesting or performance conditions) of the Covered Awards. The adjustment ratio for these purposes was established by the Compensation and People Committee with (i) the numerator of the ratio being equal to the average closing price of a Flex ordinary share during the ten (10) trading-day period ending immediately prior to the completion of the Distribution (i.e., the ten (10) trading-day period ending on January 2, 2024), and (ii) the denominator of the ratio being equal to the average closing price of a Flex ordinary share during the ten (10) trading-day period beginning immediately after the completion of the Distribution (i.e., the ten (10) trading-day period beginning on January 3, 2024). The final conversion ratio was 1.294254.

  94. Grants During Fiscal Year 2024

    | • | Peer group compensation data for similarly situated executives; | | • | Future potential to contribute to the Company’s growth and potential to grow in current role and expand scope of responsibility and contribution over time; | | • | Individual performance and internal equity; and | | • | Peer group data on annual share usage and overall shareholder dilution. |

  95. Long-Term Incentive Awards

    Long-Term Incentive Awards The table below summarizes the approved PSU and service-based RSU awards granted to our NEOs in fiscal year 2024, and also reflect the impact of the Nextracker spinoff on the awards, as described above.

  96. Long-Term Incentive Awards

    | Executive Officer | Target rTSR-Based PSUs (Shares)(1) | Target Adjusted EPS Growth- Based PSUs (Shares) | Service-Based RSUs (Shares) | Target Total Equity Award Value ($) | | Revathi Advaithi | 127,531 | 127,531 | 255,062 | 10,498,352 | | Paul R. Lundstrom | 30,061 | 30,061 | 60,121 | 2,474,601 | | Hooi Tan | 24,291 | 24,291 | 48,583 | 1,999,656 | | Michael P. Hartung | 21,862 | 21,862 | 43,724 | 1,799,680 | | Scott Offer | 21,862 | 21,862 | 43,724 | 1,799,680 |

  97. Long-Term Incentive Awards

    | (1) For purposes of Flex’s TSR calculation, the Nextracker Spin-off will be treated as a dividend in the calculation during the performance period. |

  98. Long-Term Incentive Awards

    | | 2024 Proxy Statement 62 |

  99. Long-Term Incentive Awards

    The target award values shown above vary from the values shown in the Summary Compensation Table and Grants of Plan-Based Awards Table because the accounting cost of our rTSR-based PSUs is based on a Monte Carlo valuation. The intended award value above was calculated as the target number of shares multiplied by the share price on the date of the grant. The actual value to be earned will depend on Flex’s multi-year TSR performance versus the TSR peer group, its adjusted EPS growth performance, as well as its stock price performance.

  100. Payouts of Prior PSUs

    Payouts of Prior PSUs The performance period for the rTSR PSUs granted in fiscal year 2021 ended in fiscal year 2024. The fiscal year 2021 TSR PSU grants measured our TSR versus the constituents of the S&P 500 from June 3, 2020 (the grant date) through June 5, 2023 (the performance period end), using a trailing 20-day average trading price for both the beginning and the end of the performance period. Our three-year TSR achievement of 147.9% over the performance period was above the 75th percentile maximum level, resulting in a maximum 200% of target payout for this award. The performance period for the adjusted EPS growth-based PSUs granted in fiscal year 2022 ended in fiscal year 2024. Vesting was based on the Company’s adjusted EPS growth, measured over three fiscal years (measurement periods from April 1, 2021 through March 31, 2024) and averaged with respect to all three adjusted EPS measurement periods. Our three fiscal year adjusted EPS growth average was 19.3% over the performance period, resulting in a maximum 200% of target payout for this award.

  101. Timing of Equity Award Grants

    Timing of Equity Award Grants The Compensation and People Committee approves all equity awards granted to our NEOs on or before the grant date. Annual equity awards are typically granted to our NEOs in June following the completion and release of financial results for the preceding fiscal year. The Compensation and People Committee may also grant equity awards at other times during the year due to special circumstances, including to new executive officers upon hire or promotion or a change in an executive officer’s role. As a matter of good corporate governance, we do not grant equity awards in anticipation of the release of material nonpublic information and, in any event, we do not time the release of material nonpublic information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs.

  102. Non-qualified Deferred Compensation Awards

    Non-qualified Deferred Compensation Awards Each of the NEOs participates in the 2010 Deferred Compensation Plan (the “NQDC Plan”), intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. In addition to voluntary contributions, Flex makes annual awards to the NEOs under the NQDC Plan, the key terms of which are summarized below.

  103. Non-qualified Deferred Compensation Awards

    | NQDC Plan Design Element | Description | | Annual Targeted Amount | • Target amount is 30% of each participant’s base salary (for ongoing contributions). • Maximum amount is 37.5% of each participant’s base salary, if the performance-based portion is funded at maximum. • Subject to approval of Compensation and People Committee • Subject to offsets for non-U.S. executives’ pension and other benefits | | Targeted Contributions | • 50% of the targeted contributions (15% of salary at target) is based on the corporate funding level of the annual corporate bonus plan. • 50% of the targeted contributions (15% of salary) is not tied to performance. | | Vesting Schedule | • Flex’s contributions, together with earnings on those contributions, will vest in full after four years, provided the participant remains employed by the Company. | | Investment of Balances | • Deferred balances in a participant’s account are deemed to be invested in hypothetical investments designated by the participant. • Investment options generally mirror those available under the Company’s tax-qualified 401(k) plan. • The appreciation, if any, in the account balances is due solely to the performance of these underlying investments. | | Distribution Options | • Vested balances may be distributed upon termination of employment either through a lump sum payment or in installments over a period of up to ten years, as elected by the participants. • Participants also may elect in-service distributions through a lump sum payment or in installments over a period of up to ten years. |

  104. Non-qualified Deferred Compensation Awards

    | | 2024 Proxy Statement 63 |

  105. Non-qualified Deferred Compensation Awards

    The deferred account balances are unfunded and unsecured obligations of the Company, receive no preferential standing, and are subject to the same risks as any of the Company’s other general obligations. The Company may make an additional discretionary matching contribution in connection with voluntary deferrals to reflect limitations on our matching contributions under our 401(k) plan.

  106. Termination and Change of Control Arrangements

    Termination and Change of Control Arrangements The NEOs are entitled to certain termination and change of control benefits. These benefits are described and quantified under the section titled “Executive Compensation—Potential Payments Upon Termination or Change of Control.” The Compensation and People Committee has adopted the Flex Ltd. Executive Severance Plan (the “Severance Plan”), which covers senior level employees of the Company, including all of the NEOs except the Chief Executive Officer, whose severance benefits were defined under a letter agreement entered into in connection with her hiring. Under the Severance Plan, in the event of a termination of employment by the Company without “cause” or by a participant for “good reason” (as each such term is defined in the Severance Plan), the participant will receive the following benefits, subject to the participant entering into and complying with a transition and release agreement in a form provided by the Company (“Transition Agreement”):

  107. Termination and Change of Control Arrangements

    | Severance Plan Termination Benefit | Description | | Salary and Benefits Continuation | • Salary and benefits coverage continuation for duration of transition period provided in the Transition Agreement | | Bonus Treatment | • Pro-rated portion of annual bonus, based on actual performance through the end of the performance period | | Equity Vesting | • Time-based RSUs, PSUs, and deferred compensation awards continue vesting during the transition period • Following the transition period, accelerated vesting of RSUs and deferred compensation awards that would have vested during the one-year period following the transition period • Continued vesting is subject to the participant’s release of claims and compliance with post-termination covenants under a Transition Agreement • All other unvested awards are forfeited |

  108. Termination and Change of Control Arrangements

    During the period when an NEO is transitioning out of his or her role, he or she is required to discharge his or her transition duties and comply with other terms and conditions set forth in the Transition Agreement, including customary non-competition, non-solicitation, non-disclosure, non-disparagement, and cooperation provisions. Any violation of such obligations may result in cessation of benefits and trigger clawback rights of the Company. Ms. Advaithi’s employment may be terminated by Ms. Advaithi or the Company at any time, with or without “cause.” Pursuant to the letter agreement entered into with Ms. Advaithi at her hiring, in the event that Ms. Advaithi terminates her employment for “good reason” or is terminated without cause, Ms. Advaithi would be entitled to receive, subject to execution and non-revocation of a standard release of claims, the benefits summarized below:

  109. Termination and Change of Control Arrangements

    | Termination Benefit | Description | | Cash Compensation Continuation | • Two years’ continued payment of base salary and two years of her target annual bonus amount | | Equity and Deferred Compensation Vesting | • Two years’ continued vesting of outstanding equity awards and deferred compensation | | Benefits Coverage | • Two years’ continued benefits coverage | | “Good Reason” Definition | • Material diminution in position, authority, duties or responsibilities • Assignment of any duties materially inconsistent with status as an officer • Failure by the Company to obtain the written assumption of the Executive Severance Plan by a successor to the Company • Material reduction in target base salary and target bonus opportunity • Mandatory relocation of 50 miles or more |

  110. Termination and Change of Control Arrangements

    The following are the termination benefits applicable for all NEOs in the event of a change of control:

  111. Termination and Change of Control Arrangements

    | Termination Benefit | Description | | Deferred Compensation Vesting | • Under our NQDC Plan, vesting of initial and annual awards will accelerate • Acceleration triggered only if employment is terminated without cause or by the executive for good reason within two years of the change of control (i.e.,“double trigger” accelerated vesting) | | Equity Vesting | • Under the terms of our equity incentive plans, unvested awards will automatically accelerate if not assumed or replaced by the acquirer on an economically equivalent basis (double trigger) • Under the terms of our equity plans, the Compensation and People Committee also has the ability to provide that certain awards may automatically accelerate upon an involuntary termination of service within a designated time period following a change of control |

  112. Termination and Change of Control Arrangements

    | | 2024 Proxy Statement 65 |

  113. Termination and Change of Control Arrangements

    The following are death, disability and retirement benefits applicable for all NEOs with respect to RSU, PSU and NQDC awards.

  114. Termination and Change of Control Arrangements

    | Termination Scenario | Description of RSU, PSU and NQDC Treatment | | Death or Disability | • RSU and NQDC vesting will accelerate upon the occurrence of these events • PSU vesting will accelerate based upon actual performance for completed periods during the measurement period and target performance for unfinished periods during the measurement period, and pro-rated for length of time employed during the performance period | | Retirement | • Retirement is defined as: • Sum of age and service credits is equal to at least 65 • Minimum length of service is 5 years • Minimum age is 55 • Unvested RSUs and NQDC would continue to vest, with PSUs vesting based on actual performance at the end of the performance cycle • Unvested PSUs would be pro-rated for length of time employed during the performance period |

  115. Compensation Risk Assessment

    | • | Balanced mix of short-term cash and long-term equity pay; | | • | Incentive programs that pay out based on a mix of performance metrics over varying time frames; | | • | Long-term incentive program that includes both service-based RSUs and performance-based PSUs; | | • | Incentive programs that have payout caps and reasonable leverage; | | • | Share ownership guidelines and anti-hedging/pledging policies that encourage long-term equity ownership; | | • | Compensation and People Committee having the ability to exercise discretion over formulaic incentive plan outcomes; and | | • | Board-adopted incentive compensation recoupment policy. |

  116. Summary Compensation Table

    Summary Compensation Table

  117. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(2) | Bonus ($) | Share Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($)(7) | | Revathi Advaithi | 2024 | 1,325,000 | — | 11,382,142 | 1,858,313 | 66,392 | 479,251 | 15,111,097 | | Chief Executive Officer | 2023 | 1,325,000 | — | 11,020,718 | 2,815,671 | 26,607 | 409,914 | 15,597,911 | | | 2022 | 1,281,250 | — | 10,484,149 | 2,163,076 | — | 447,149 | 14,375,624 | | Paul R. Lundstrom | 2024 | 735,000 | — | 2,682,924 | 727,650 | 221,324 | 263,308 | 4,630,206 | | Chief Financial Officer | 2023 | 731,250 | — | 2,727,636 | 1,041,267 | — | 229,482 | 4,729,635 | | | 2022 | 715,000 | — | 2,427,904 | 783,605 | 13,098 | 167,867 | 4,107,474 | | Hooi Tan | 2024 | 700,000 | — | 2,167,992 | 731,500 | 56,846 | 270,977 | 3,927,315 | | President, Global Operations and Components(1) | 2023 | 700,000 | — | 1,983,721 | 991,683 | 37 | 169,244 | 3,844,685 | | Michael P. Hartung | 2024 | 735,000 | — | 1,951,184 | 548,237 | 34,182 | 262,672 | 3,531,274 | | President, Agility Solutions | 2023 | 731,250 | — | 1,983,721 | 1,152,627 | 14,675 | 228,846 | 4,111,119 | | | 2022 | 715,000 | — | 1,931,285 | 661,896 | 133 | 276,532 | 3,584,846 | | Scott Offer | 2024 | 663,000 | — | 1,951,184 | 563,550 | 79,490 | 239,141 | 3,496,366 | | Executive Vice President, General Counsel | 2023 | 659,000 | — | 1,983,721 | 853,878 | — | 207,288 | 3,703,887 | | | 2022 | 642,550 | 350,000 | 2,096,828 | 640,142 | 1,349 | 250,714 | 3,981,583 |

  118. Summary Compensation Table

    | (1) Mr. Tan was appointed as President, Global Operations and Components effective April 1, 2022. Mr. Tan was based in Singapore for a portion of 2024 and was paid in Singapore dollars. We converted such amounts to United States dollars using a conversion rate of 1.34, which is the average of the monthly translation rates for fiscal year 2024. | | (2) Includes amounts contributed by executive to deferred compensation plan and 401(k) savings plan accounts. For Mr. Tan, the amount includes the amount executive contributed to the Singapore Provident fund. The reported salary amounts in any year may differ from the annual base salary amount reported due to the timing of payroll periods and/or the effective date in a change in base salary. | | (3) Share awards consist of service-based RSUs, adjusted EPS growth PSUs and rTSR PSUs. The amounts in this column do not reflect compensation actually received by the NEOs, nor do they reflect the actual value that will be realized by the NEOs. Instead, the amounts reflect the grant date fair value for grants made by us in fiscal years 2022, 2023 and 2024, calculated in accordance with FASB ASC Topic 718. The adjusted EPS growth and rTSR PSUs included in this column are at the target number of shares as follows for fiscal year 2024: 255,062 PSUs or $6,132,966 for Ms. Advaithi; 60,122 PSUs or $1,445,633 for Mr. Lundstrom; 48,582 PSUs or $1,168,154 for Mr. Tan; 43,724 PSUs or $1,051,344 for Mr. Hartung; and 43,724 PSUs or $1,051,344 for Mr. Offer. The maximum number of shares for the adjusted EPS growth PSUs are as follows for fiscal year 2024: 255,062 PSUs or $5,249,176 for Ms. Advaithi; 60,122 PSUs or $1,237,311 for Mr. Lundstrom; 48,582 PSUs or $999,818 for Mr. Tan; 43,724 PSUs or $899,840 for Mr. Hartung; and 43,724 PSUs or $899,840 for Mr. Offer. | | For additional information regarding the assumptions made in calculating the amounts reflected in this column, see Note 5 to our audited consolidated financial statements, “Share-Based Compensation,” included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. |

  119. Summary Compensation Table

    | | 2024 Proxy Statement 69 |

  120. Summary Compensation Table

    | (4) The amounts in this column represent incentive cash bonuses earned in fiscal year 2024. For additional information, see the section titled “Compensation Discussion and Analysis—Fiscal Year 2024 Executive Compensation—Incentive Bonus Plan” of this proxy statement. | | (5) The amounts in this column represent the above-market earnings on the vested portions of the nonqualified deferred compensation accounts of our NEOs. None of our NEOs participated in any defined benefit or actuarial pension plans in any period presented. For additional information, see the table below entitled “Nonqualified Deferred Compensation in Fiscal Year 2024.” | | (6) The following table provides a breakdown of compensation included in the “All Other Compensation” column for fiscal year 2024. In addition to the items noted below, Ms. Advaithi’s spouse accompanied her on business-related travel on the corporate aircraft during fiscal year 2024, for which there was no aggregate incremental cost to the Company and no amount is included with respect to such travel in the “2024 All Other Compensation Table” for Ms. Advaithi. |

  121. Summary Compensation Table

    | Name | Pension/ Savings Plan Company Match Expenses/ Social Security ($)(1) | Medical/ Enhanced Long-Term Disability ($)(2) | Tax Preparation Expenses ($)(3) | Personal Aircraft Usage ($)(4) | Other ($)(5) | Total ($) | | Revathi Advaithi | 459,970 | 2,321 | | 16,960 | — | 479,251 | | Paul R. Lundstrom | 261,031 | 2,277 | | | — | 263,308 | | Hooi Tan | 249,378 | — | 18,749 | | 2,850 | 270,977 | | Michael P. Hartung | 261,031 | 1,641 | | | — | 262,672 | | Scott Offer | 236,820 | 2,321 | | | — | 239,141 |

  122. Summary Compensation Table

    | (1) The amounts in this column represent the Company’s regular employer matching contributions to the 401(k) saving plan accounts and employer contributions to the deferral accounts (i.e. deferred compensation awards) under the deferred compensation plan. |

  123. Summary Compensation Table

    | • | 401(k) contributions for Ms. Advaithi and Messrs. Lundstrom, Hartung, and Offer were $13,200, $13,200, $13,200 and $13,266, respectively. The amount of $13,348 for Mr. Tan represents the contribution to the Singapore Provident fund. | | • | Deferred compensation plan awards for Ms. Advaithi and Messrs. Lundstrom, Tan, Hartung and Offer were $446,770, $247,831 $236,030, $247,831 and $223,554, respectively. |

  124. Summary Compensation Table

    | (2) The amounts in this column represent the Company’s contributions to the executive long-term disability program, which provides additional benefits beyond the basic employee long-term disability program. | | (3) The amount in this column represents Mr. Tan’s expenses related to tax preparation assistance in regards to his relocation. | | (4) Represents the aggregate incremental cost to the Company for the personal use of corporate aircraft by Ms. Advaithi, who may be accompanied by her spouse and other family members and guests. This is calculated using an hourly rate for each flight hour based on the variable operating costs to the Company, including fuel, maintenance, crew travel expenses, catering, landing fees, and other miscellaneous variable costs. Since corporate aircraft are primarily used for business travel, we do not include costs that the Company would have incurred regardless of whether there was any personal aircraft usage, such as depreciation, hanger rental, and insurance costs. | | (5) This amount in this column represents Mr. Tan’s expenses related to visa/immigration services. |

  125. Summary Compensation Table

    | (7) Total amounts may not add up due to rounding. |

  126. Summary Compensation Table

    | | 2024 Proxy Statement 70 |

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

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table presents information about non-equity incentive plan awards and RSU and PSU awards that we granted in our 2024 fiscal year to our NEOs. We did not grant any stock options to our NEOs during our 2024 fiscal year.

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

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Share Awards: Number | Grant Date Fair Value | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | of Shares of Stock or Units (#)(3) | of Share Awards ($)(4) | | Revathi Advaithi | 6/14/2023(5) | | | | 63,765 | 127,531 | 255,062 | | 2,624,588 | | | 6/14/2023(6) | | | | 31,882 | 127,531 | 255,062 | | 3,508,378 | | | 6/14/2023 | | | | | | | 255,062 | 5,249,176 | | | | 808,913 | 2,186,250 | 4,372,500 | | | | | | | Paul R. Lundstrom | 6/14/2023(5) | | | | 15,030 | 30,061 | 60,122 | | 618,656 | | | 6/14/2023(6) | | | | 7,515 | 30,061 | 60,122 | | 826,978 | | | 6/14/2023 | | | | | | | 60,121 | 1,237,290 | | | | 299,145 | 808,500 | 1,617,000 | | | | | | | Hooi Tan | 6/14/2023(5) | | | | 12,145 | 24,291 | 48,582 | | 499,909 | | | 6/14/2023(6) | | | | 6,072 | 24,291 | 48,582 | | 668,245 | | | 6/14/2023 | | | | | | | 48,583 | 999,838 | | | | 284,900 | 770,000 | 1,540,000 | | | | | | | Michael P. Hartung | 6/14/2023(5) | | | | 10,931 | 21,862 | 43,724 | | 449,920 | | | 6/14/2023(6) | | | | 5,465 | 21,862 | 43,724 | | 601,424 | | | 6/14/2023 | | | | | | | 43,724 | 899,840 | | | | 251,370 | 735,000 | 1,470,000 | | | | | | | Scott Offer | 6/14/2023(5) | | | | 10,931 | 21,862 | 43,724 | | 449,920 | | | 6/14/2023(6) | | | | 5,465 | 21,862 | 43,724 | | 601,424 | | | 6/14/2023 | | | | | | | 43,724 | 899,840 | | | | 245,310 | 663,000 | 1,326,000 | | | | | |

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

    | (1) These amounts show the range of possible payouts under our cash incentive programs for fiscal year 2024. The amounts correspond to the range of possible payouts under the incentive bonus plan. The maximum payment represents 200% of the target payment. The threshold payment represents 37% of target payout levels for all NEO’s other than Mr. Hartung, for whom the threshold payment represents 34.2%. For the annual incentive bonus plan, the amounts actually earned for fiscal year 2024 are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table. For additional information, see the section titled “Compensation Discussion and Analysis—Fiscal Year 2024 Executive Compensation—Incentive Bonus Plan” of this proxy statement. | | (2) Shows the range of estimated future vesting of the adjusted EPS growth and rTSR PSUs granted in fiscal year 2024 under the 2017 Plan. The adjusted EPS growth PSUs cliff vest after three years, with the vesting based upon a yearly EPS measurement period and averaged over the performance period. The maximum payout for each executive officer represents 200% of the target payout levels. The threshold payout for the adjusted EPS growth PSUs for each NEO represents 50% of the target payout. The rTSR PSUs cliff vest after three years, with vesting based on the percentile rank of the Company’s TSR relative to the return of the Company’s TSR peer group. The maximum payout for each executive officer represents 200% of the target payout. The threshold payout for the rTSR PSUs for each NEO represents 25% of target payout. For additional information, see the section titled “Compensation Discussion and Analysis—Fiscal Year 2024 Executive Compensation—Long-Term Share-Based Incentive Compensation” of this proxy statement. | | (3) Shows the number of service-based RSUs granted in fiscal year 2024 under the 2017 Plan. For each NEO, the RSUs vest in three annual installments at a rate of 33% per year, provided that the executive continues to remain employed on the vesting dates. For additional information, see the section titled “Compensation Discussion and Analysis—Long-Term Share-Based Incentive Compensation” of this proxy statement. | | (4) This column shows the grant date fair value of service-based RSUs, adjusted EPS growth PSUs and rTSR PSUs, at the target level, under FASB ASC Topic 718 granted to our NEOs in fiscal year 2024. The grant date fair value is the amount that we will expense in our financial statements over the awards’ vesting schedule. For service-based RSUs and adjusted EPS growth PSUs, the grant date fair value is the closing price of our Ordinary Shares on the grant date. For rTSR PSUs where vesting is contingent on meeting a market condition, the grant date fair value was calculated using a Monte Carlo simulation. Additional information on the valuation assumptions is included in Note 5 of our audited consolidated financial statements, “Share-Based Compensation,” included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. | | (5) This row shows the adjusted EPS growth PSUs. | | (6) This row shows the rTSR PSUs. |

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

    | | 2024 Proxy Statement 71 |

  131. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table presents information about outstanding share awards held by our NEOs as of March 31, 2024. The table shows information about: (i) service-based RSUs and (ii) PSUs. The market value of the share awards is based on the closing price of our Ordinary Shares as of March 31, 2024, which was $28.61. For PSUs, the number of unearned shares and the market values shown assume all performance criteria are met at threshold, target or maximum depending on performance through March 31, 2024. For additional information on our equity incentive programs, see the section titled “Compensation Discussion and Analysis—Long-Term Share-Based Incentive Compensation” of this proxy statement.

  132. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Share Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Revathi Advaithi | 112,472(3) | 3,217,824 | 112,472(13) | 3,217,824 | | | 256,035(3) | 7,325,161 | 256,033(14) | 7,325,114 | | | 255,062(3) | 7,297,324 | 255,062(15) | 7,297,324 | | | 337,416(4) | 9,653,472 | 64,008(16) | 1,831,278 | | | 103,469(5) | 2,960,237 | 85,021(17) | 2,432,441 | | | 256,033(6) | 7,325,114 | | | | | 128,017(7) | 3,662,557 | | | | | 85,021(8) | 2,432,441 | | | | Paul R. Lundstrom | 26,046(9) | 745,176 | 26,047(13) | 745,195 | | | 63,369(9) | 1,812,987 | 63,369(14) | 1,812,987 | | | 60,121(9) | 1,720,062 | 60,122(15) | 1,720,090 | | | 78,139(4) | 2,235,528 | 15,842(16) | 453,249 | | | 23,962(5) | 685,542 | 20,041(17) | 573,363 | | | 63,369(6) | 1,812,997 | | | | | 31,685(7) | 906,498 | | | | | 20,041(8) | 573,363 | | | | Hooi Tan | 8,855(10) | 253,342 | 8,855(13) | 253,342 | | | 46,086(10) | 1,318,520 | 46,087(14) | 1,318,540 | | | 48,583(10) | 1,389,960 | 48,582(16) | 1,389,931 | | | 26,564(4) | 759,996 | 11,522(17) | 329,635 | | | 8,146(5) | 233,053 | 16,194(18) | 463,310 | | | 46,087(6) | 1,318,540 | | | | | 23,043(7) | 659,270 | | | | | 16,194(8) | 463,310 | | | | Michael P. Hartung | 20,719(11) | 592,771 | 20,719(13) | 592,771 | | | 46,086(11) | 1,318,520 | 46,087(14) | 1,318,540 | | | 43,724(11) | 1,250,944 | 43,724(15) | 1,250,944 | | | 62,156(4) | 1,778,283 | 11,522(16) | 329,635 | | | 19,060(5) | 545,311 | 14,575(17) | 416,981 | | | 46,087(6) | 1,318,540 | | | | | 23,043(7) | 659,270 | | | | | 14,575(8) | 416,981 | | |

  133. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | 2024 Proxy Statement 72 |

  134. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Share Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Scott Offer | 22,495(12) | 643,582 | 22,495(13) | 643,582 | | | 46,086(12) | 1,318,520 | 46,087(14) | 1,318,540 | | | 43,724(12) | 1,250,944 | 43,724(15) | 1,250,944 | | | 67,484(4) | 1,930,717 | 11,522(16) | 329,635 | | | 20,694(5) | 592,054 | 14,575(17) | 416,981 | | | 46,087(6) | 1,318,540 | | | | | 23,043(7) | 659,270 | | | | | 14,575(8) | 416,981 | | |

  135. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) This column includes rTSR PSUs granted in fiscal years 2022, 2023 and 2024 under the 2017 Plan, and the adjusted growth EPS PSUs granted in fiscal years 2023 and 2024 under the 2017 Plan. Vesting of the rTSR PSUs granted in fiscal years 2022, 2023 and 2024 is based on the Company’s TSR relative to the return of the Company’s TSR peer group over the 3-year performance period. Vesting of the adjusted EPS growth PSUs granted in fiscal years 2022, 2023 and 2024 is based upon the Company’s adjusted EPS growth over the yearly measurement period and averaged over the 3-year performance period. | | (2) The projected payouts of the rTSR PSUs for the 2021-2024, 2022-2025 and 2023-2026 cycles are shown at maximum. The projected payout of the adjusted EPS growth PSUs for the 2022-2025 and 2023-2026 cycles are shown at target. | | (3) 112,472 shares vest on June 9, 2024; 256,035 shares vest at a rate of 128,018 shares per year for two years, with the first vesting date on June 1, 2024; and 255,062 shares vest at a rate of 85,020 shares per year for three years, with the first vesting date on June 14, 2024. | | (4) Actual payout for Year 1,Year 2 and Year 3 adjusted growth EPS PSUs to pay out on May 8, 2024. | | (5) Actual payout for Year 1 and Year 2 rTSR PSUs to vest on June 9, 2024. | | (6) Actual payout for Year 1 and Year 2 adjusted EPS growth PSUs to pay out in May 2025. | | (7) Actual payout for Year 1 rTSR PSUs to vest on June 1, 2025. | | (8) Actual payout for Year 1 adjusted EPS growth PSUs to pay out in May 2026. | | (9) 26,046 shares vest on June 9, 2024; 63,369 shares vest at a rate of 31,685 shares per year for two years, with the first vesting date on June 1, 2024; and 60,121 shares vest at a rate of 20,041 shares per year for three years, with the first vesting date on June 14, 2024. | | (10) 8,855 shares vest on June 14, 2024; 46,086 shares vest at a rate of 23,043 shares per year for two years, with the first vesting date on June 1, 2024; and 48,583 shares vest at a rate of 16,194 shares per year for three years, with the first vesting date on June 14, 2024. | | (11) 20,719 shares vest on June 9, 2024; 46,086 shares vest at a rate of 23,043 shares per year for two years, with the first vesting date on June 1, 2024; and 43,724 shares vest at a rate of 14,575 shares per year for three years, with the first vesting date on June 14, 2024. | | (12) 22,495 shares vest on June 9, 2024; 46,086 shares vest at a rate of 23,043 shares per year for two years, with the first vesting date on June 1, 2024; and 43,724 shares vest at a rate of 14,575 shares per year for three years, with the first vesting date on June 14, 2024. | | (13) Remaining rTSR PSUs vest on June 9, 2024 assuming a maximum payout. | | (14) Remaining rTSR PSUs vest on June 1, 2025 assuming a maximum payout. | | (15) Remaining rTSR PSUs vest on June 14, 2026 assuming a maximum payout. | | (16) Remaining adjusted EPS growth PSUs vest in May 2025 assuming a target payout. | | (17) Remaining adjusted EPS growth PSUs vest in May 2026 assuming a target payout. |

  136. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | 2024 Proxy Statement 73 |

  137. Pension Benefits in Fiscal Year 2024

    Pension Benefits in Fiscal Year 2024 Our NEOs do not receive any compensation in the form of pension benefits.

  138. Nonqualified Deferred Compensation in Fiscal Year 2024

    Nonqualified Deferred Compensation in Fiscal Year 2024 Each of our NEOs participates in our 2010 Deferred Compensation Plan. Our deferred compensation program is intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. Beginning in fiscal year 2011, we replaced our existing deferred compensation plans with the 2010 Deferred Compensation Plan. Under the 2010 plan, participating officers may defer up to 70% of their base salary and bonus, net of certain statutory and benefit deductions. The Company may make a discretionary matching contribution for these deferrals to reflect limitations on our matching contribution under our 401(k) plan. Under this plan, we may also make annual contributions, in amounts up to 37.5% of each participant’s base salary (subject to offsets for non-U.S. executives’ pension and other benefits), which will cliff vest after four years. For these annual contributions, 50% of the funding is paid as a percent of base salary and the remaining 50% is performance-based, up to a maximum of 150%. Amounts credited to the deferral accounts are deemed to be invested in hypothetical investments selected by a participant or an investment manager on behalf of each participant. Participants in the 2010 Deferred Compensation Plan may receive their vested deferred compensation balances upon termination of employment at such time as is specified in their deferral agreements, which may include a lump sum payment or installment payments made over a period of years. Participants also may elect in-service distributions through a lump sum payment or in installments over a period of up to ten years. Under our deferred compensation plan, we entered into trust agreements providing for the establishment of irrevocable trusts into which we are required to deposit cash or other assets as specified in the applicable deferral agreement, equal to the aggregate amount required to be credited to the participant’s deferral account, less any applicable taxes to be withheld. The deferred account balances of the participants in our deferred compensation plan are unfunded and unsecured obligations of the Company, receive no preferential standing, and are subject to the same risks as any of our other general obligations. For a discussion of the contributions granted to each of the NEOs and their vesting terms, including vesting upon the executive’s termination or a change of control of the Company, see the sections titled “Compensation Discussion and Analysis—Fiscal Year 2024 Executive Compensation—Deferred Compensation Awards” of this proxy statement and “Executive Compensation—Potential Payments Upon Termination or Change of Control ” below. The following table presents information for fiscal year 2024 about: (i) contributions to the NEOs’ deferred compensation plan accounts by the executive; (ii) contributions to the NEOs’ deferred compensation plan accounts by the Company; (iii) aggregate earnings (or losses) on the deferred compensation plan accounts; (iv) aggregate withdrawals and distributions from the deferred compensation plan accounts; and (v) the deferred compensation plan account balances as of the end of the fiscal year. For fiscal year 2024, Ms. Advaithi and Messrs. Hartung, Tan, Lundstrom and Offer each received deferred cash awards with a value that averaged approximately 33.7% of their respective fiscal year 2023 base salaries.

  139. Nonqualified Deferred Compensation in Fiscal Year 2024

    | | 2024 Proxy Statement 74 |

  140. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table

  141. Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings (Losses) in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Fiscal Year-End ($)(4) | | Revathi Advaithi | — | 446,770 | 66,392 | | 1,623,542 | | Paul R. Lundstrom | — | 247,831 | 221,324 | | 1,180,160 | | Hooi Tan | — | 236,030 | 56,846 | (64,250) | 509,146 | | Michael P. Hartung | — | 247,831 | 34,182 | (64,571) | 824,943 | | Scott Offer | 96,261 | 223,554 | 79,490 | (183,812) | 858,962 |

  142. Nonqualified Deferred Compensation Table

    | (1) Reflects the salary payments deferred by our NEOs during the fiscal year. These amounts are included in the Summary Compensation Table under the “Salary”” column, as applicable. | | (2) These amounts represent contributions under the 2010 Deferred Compensation Plan. These awards cliff vest after four years. These amounts, including any earnings or losses thereon, will be reported under the “All Other Compensation” column of the Summary Compensation Table. For additional information on these contributions and their vesting terms, including vesting upon the executive’s termination or change of control of the Company, see the sections titled “Compensation Discussion and Analysis—Fiscal Year 2024 Executive Compensation—Deferred Compensation Awards” and “Executive Compensation—Potential Payments Upon Termination or Change of Control” of this proxy statement. | | (3) Reflects earnings (or losses) for each NEO on both the vested and unvested portions of the executive’s deferred compensation account(s). The above-market portion of the earnings on the vested portion of the executive’s deferred compensation account(s) is included under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table. | | (4) The amount in this column with respect to Mr. Offer includes the sum of the amounts that Mr. Offer deferred in prior years and previously reported as compensation in the Summary Compensation Table in respect of the applicable year (i.e., $335,998). No other NEOs are voluntarily contributing to the 2010 Deferred Compensation Plan. The aggregate balance at fiscal year-end reported through 2023 is in the amounts of $1,110,380 for Ms. Advaithi, $711,005 for Mr. Lundstrom, $280,520 for Mr. Tan, $607,501 for Mr. Hartung, and $739,730 for Mr. Offer. |

  143. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control As described in the section titled “Compensation Discussion and Analysis” of this proxy statement, our NEOs do not have employment agreements with us. Our NEOs are eligible for certain termination and change of control benefits under our Executive Severance Plan, the 2010 Deferred Compensation Plan and under our equity incentive plan. Additionally, severance benefits for Ms. Advaithi were included in her employment offer letter.

  144. Potential Payments Upon Termination or Change of Control as of March 31, 2024

    Potential Payments Upon Termination or Change of Control as of March 31, 2024 The following table and accompanying notes show the estimated payments and benefits that would have been provided to each NEO as a result of (i) the accelerated vesting of deferred compensation in the case of a change of control with a termination of employment, (ii) the accelerated vesting of restricted and performance share unit awards in the event of a change of control if such awards are not assumed by the successor company in connection with the change of control, (iii) involuntary termination without cause or voluntary termination for good reason under the Company’s Severance Plan, (iv) retirement, or (v) death or disability. Calculations for this table assume that the triggering event took place on March 31, 2024, the last business day of fiscal year 2024, and are based on the price per share of our Ordinary Shares on such date, which was $28.61. The following table does not include potential payouts under our NEOs’ nonqualified deferred compensation plans relating to vested benefits.

  145. Potential Payments Upon Termination or Change of Control as of March 31, 2024

    | Name | Change in Control with Termination ($) | Change in Control and No Assumption of Award ($)(1) | Involuntary Termination without Cause or Voluntary Termination for Good Reason ($)(2) | Retirement ($)(3) | Death or Disability ($)(4) | | Revathi Advaithi | | | | | | | Base Salary Continuation(5) | 2,650,000 | — | 2,650,000 | — | — | | Benefits Continuation(5) | 49,638 | — | 49,638 | — | — | | Bonus Payments(5) | 4,044,563 | — | 4,044,563 | — | 1,858,313 | | Vesting of Deferred Compensation(5)(6) | 1,163,629 | — | 276,299 | — | 1,623,542 | | Vesting of Service-based RSUs(5) | 15,407,858 | 17,840,309 | 15,407,858 | — | 17,840,309 | | Vesting of Performance-based RSUs(5) | 20,641,142 | 27,938,466 | 20,641,142 | — | 25,906,651 | | Total(11) | 43,956,830 | 45,778,775 | 43,069,500 | — | 47,228,815 | | Paul R. Lundstrom | | | | | | | Base Salary Payment Continuation(7) | 735,000 | — | 735,000 | — | — | | Benefits Continuation(7) | 23,924 | — | 23,924 | — | — | | Bonus Payments(8) | 727,650 | — | 727,650 | — | 727,650 | | Vesting of Deferred Compensation(6) | 923,910 | — | 461,679 | — | 1,180,160 | | Vesting of Service-based RSUs(9) | 3,704,909 | 4,278,225 | 3,704,909 | — | 4,278,225 | | Vesting of Performance-based RSUs(9) | 2,235,557 | 6,675,142 | 2,235,557 | — | 6,168,903 | | Total(11) | 8,350,951 | 10,953,367 | 7,888,719 | — | 12,354,937 | | Hooi Tan | | | | | | | Base Salary Payment Continuation(7) | 700,000 | — | 700,000 | | — | | Benefits Continuation(7) | 4,531 | — | 4,531 | | — | | Bonus Payments(8) | 731,500 | — | 731,500 | | 731,500 | | Vesting of Deferred Compensation(6) | 241,725 | — | 58,192 | | 509,146 | | Vesting of Service-based RSUs(9) | 2,498,483 | 2,961,822 | 2,498,483 | — | 2,961,822 | | Vesting of Performance-based RSUs(9) | 759,996 | 4,127,736 | 759,996 | — | 3,310,674 | | Total(11) | 4,936,234 | 7,089,558 | 4,752,702 | — | 7,513,142 |

  146. Potential Payments Upon Termination or Change of Control as of March 31, 2024

    | | 2024 Proxy Statement 77 |

  147. Potential Payments Upon Termination or Change of Control as of March 31, 2024

    | Name | Change in Control with Termination ($) | Change in Control and No Assumption of Award ($)(1) | Involuntary Termination without Cause or Voluntary Termination for Good Reason ($)(2) | Retirement ($)(3) | Death or Disability ($)(4) | | Michael P. Hartung | | | | | | | Base Salary Payment Continuation(7) | 735,000 | — | 735,000 | — | | | Benefits Continuation(7) | 23,437 | — | 23,437 | — | | | Bonus Payments(8) | 548,237 | — | 548,237 | — | 548,237 | | Vesting of Deferred Compensation(6) | 569,821 | — | 57,369 | 824,943 | 824,943 | | Vesting of Service-based RSUs(9) | 2,745,273 | 3,162,235 | 2,745,273 | 3,162,235 | 3,162,235 | | Vesting of Performance-based RSUs(9) | 1,778,283 | 5,007,036 | 1,778,283 | 3,204,034(10) | 4,700,997 | | Total(11) | 6,400,050 | 8,169,271 | 5,887,598 | 7,191,211 | 9,236,411 | | Scott Offer | | | | | | | Base Salary Payment Continuation(7) | 663,000 | — | 663,000 | — | — | | Benefits Continuation(7) | 16,882 | — | 16,882 | — | — | | Bonus Payments(8) | 563,550 | — | 563,550 | — | 563,550 | | Vesting of Deferred Compensation(6) | 613,167 | — | 151,172 | 858,962 | 858,962 | | Vesting of Service-based RSUs(9) | 2,796,084 | 3,213,046 | 2,796,084 | 3,213,046 | 3,213,046 | | Vesting of Performance-based RSUs(9) | 1,930,717 | 5,159,470 | 1,930,717 | 3,346,683(10) | 4,915,456 | | Total(11) | 6,583,400 | 8,372,516 | 6,121,404 | 7,418,692 | 9,551,015 |

  148. Potential Payments Upon Termination or Change of Control as of March 31, 2024

    | (1) The amounts shown represent the estimated value of the accelerated vesting of RSUs and PSUs (at target) following a change of control under the terms of our equity incentive plan, which assumes that such RSUs are not assumed or replaced by the successor corporation or its parent. If such awards are assumed or replaced in a change of control transaction, the vesting of such awards will not accelerate; provided, that the Compensation and People Committee may determine that awards under the 2017 Plan may be accelerated if the executive is involuntarily terminated within a certain period (not to exceed 18 months) following a change of control. PSUs may be accelerated on a pro-rata basis following a change of control. All amounts shown in this column represent the intrinsic value of the awards based on the closing price of our Ordinary Shares on March 31, 2024, the assumed date of the triggering event. | | (2) The amounts shown represent the estimated value of amounts payable under the Severance Plan subject to the participant entering into and complying with a Transition Agreement, except for Ms. Advaithi whose severance benefits are described in the “CEO Severance Benefits” section on page 76. | | (3) For termination of service due to retirement, (i) RSUs will continue to vest; (ii) the PSUs will not terminate; and (iii) a pro-rata number of vested shares shall be issued to the executive upon the vesting of the award pursuant to achieving the performance criteria at the end of the original performance period. The amounts reported assume vesting at 100% of target shares. As of the fiscal year ended March 31, 2024, among our NEOs, Mr. Hartung and Mr. Offer were retirement eligible. | | (4) For termination of service due to death or disability, (i) unvested RSUs will immediately vest in full, and (ii) PSUs will be pro-rated and immediately vest as follows: completed cycles will vest based on actual performance and unfinished cycles will vest at target. | | (5) Represents two years’ continued payment of base salary and two years of target annual bonus amount, two years’ continued vesting of outstanding equity awards and deferred compensation, two years’ continued benefits coverage, and deferred compensation awards. | | (6) The amount shown represents the portion of the unvested balance of the executive’s deferred compensation account that would vest in the event the executive is terminated by the Company without cause or resigns with good reason following a change of control of the Company (as defined in the 2010 Deferred Compensation Plan) or the amount that would continue vesting upon an executive’s retirement. No executive’s deferred compensation account will vest upon a change of control (without any termination following such change of control). | | (7) Assumes a 12-month transition period for illustrative purposes (actual transition period length may differ), during which the Company would continue base salary payments and maintain benefits. | | (8) Represents payment of a pro-rated portion of the participant’s annual bonus. | | (9) Includes RSUs and PSUs that vest between April 1, 2024 to March 31, 2025. For death and disability, PSUs will be pro-rated and immediately vest as follows: completed cycles will vest based on actual performance and unfinished cycles will vest at target. | | (10) The amount shown is prorated for retirement and represent rTSR-based and adjusted EPS growth-based performance shares at target through March 31, 2024. | | (11) Total amounts may not add up due to rounding. |

  149. Potential Payments Upon Termination or Change of Control as of March 31, 2024

    | | 2024 Proxy Statement 78 |

  150. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of SEC Regulation S-K, we are providing the following disclosure about the median annual total compensation of our employees in relation to the annual total compensation of our Chief Executive Officer. For the fiscal year ended March 31, 2024, we had revenues of $26.4 billion. Flex’s physical infrastructure includes approximately 100 facilities in approximately 30 countries, staffed by approximately 148,000 employees, providing customers with truly global scale and strategic geographic distribution capabilities to meet their market needs. To better understand the following pay ratio disclosure, it is important to recognize that our compensation programs are designed to reflect local market practices across our global operations. We offer market-based competitive wages and benefits in all geographies in which we operate. Our CEO’s compensation is structured to align pay with performance, with pay levels set in line with our peers that are companies of similar size and scale complexity.

  151. Fiscal Year 2024 Pay Ratio

    Fiscal Year 2024 Pay Ratio

  152. Fiscal Year 2024 Pay Ratio

    | • | The annual total compensation of our median employee among all non-contractor employees (excluding the CEO) was $11,819. | | • | Our CEO’s annual total compensation, as reported in the Summary Compensation Table, was $15,111,097. |

  153. Fiscal Year 2024 Pay Ratio

    Based on this information, the ratio of the annual total compensation of our CEO relative to the annual total compensation of our median employee was 1279 to 1. The pay ratio disclosed above is a reasonable estimate, calculated in a manner consistent with the SEC rules based on our payroll and employment records and the methodologies described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to use different methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio disclosed by other companies may not be comparable to the pay ratio disclosed above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Moreover, there are a number of factors that make a meaningful comparison of pay ratios difficult, such as industry-specific pay differentials, the geographic location of employee populations, and the size and nature of a company’s manufacturing operations.

  154. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of SEC Regulation S-K, we are providing the following information regarding the relationship between executive compensation actually paid and certain financial performance measures of the Company for the fiscal years shown.

  155. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year (a) | Summary Compensation Table Total ($) (b) | Compensation Actually Paid to CEO ($) (c) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (d) | Average Compensation Actually Paid to Non-CEO NEOs ($) (e) | Flex TSR ($) (f) | Peer Group TSR ($) (g) | GAAP Net Income ($ Millions) (h) | Adjusted EPS ($) (i) | | 2024 | 15,111,097 | 48,297,494 | 3,896,290 | 10,135,211 | 470 | 477 | 872 | 2.15 | | 2023 | 15,597,911 | 30,258,936 | 4,097,332 | 7,197,637 | 275 | 301 | 793 | 2.36 | | 2022 | 14,375,624 | 16,510,494 | 4,015,753 | 4,098,165 | 221 | 218 | 936 | 1.96 | | 2021 | 11,897,879 | 31,441,187 | 4,577,458 | 8,040,590 | 219 | 193 | 613 | 1.57 |

  156. Pay Versus Performance

    Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” for Revathi Advaithi, the CEO for the respective years shown. Column (c).“Compensation actually paid” to the CEO in each of FY24, FY23, FY22 and FY21 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by the Compensation and People Committee in regards to the CEO’s compensation for each fiscal year, please see the “Compensation Discussion & Analysis” sections of the proxy statements reporting pay for the fiscal years covered in the table above.

  157. Pay Versus Performance

    | Fiscal Year CEO | 2021 | 2022 | 2023 | 2024 | | SCT Total Compensation ($) | $11,897,879 | $14,375,624 | $15,597,911 | $15,111,097 | | Less: Stock Award Values Reported in SCT for the Covered Year ($) | $8,970,983 | $10,484,149 | $11,020,718 | $11,382,142 | | Plus: Fair Value for Stock Awards Granted in the Covered Year ($) | $16,629,811 | $11,372,194 | $16,892,976 | $17,276,728 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | $11,080,893 | $1,275,446 | $10,802,925 | $23,895,484 | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) | $874,347 | $(28,621) | $(1,987,549) | $3,462,720 | | Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) | $0 | $0 | $0 | $0 | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | $70,759 | $0 | $26,607 | $66,392 | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | $0 | $0 | $0 | $0 | | Compensation Actually Paid ($) | $31,441,187 | $16,510,494 | $30,258,936 | $48,297,494 |

  158. Pay Versus Performance

    Equity Valuations:

  159. Pay Versus Performance

    | • | EPS-based PSU grant date fair values are calculated using the stock price as of the date of grant and are assumed at target performance, while TSR-based PSU grant date fair values are calculated using the Monte Carlo fair value, developed in accordance with FASB ASC 718, and are also assumed at target performance. | | | | • | The EPS-based PSUs are valued after the grant date assuming estimated performance results as of the end of each measurement date and Flex’s stock price on that date, while the value of TSR-based PSUs assume target-level performance and are multiplied by the corresponding Monte Carlo value. | | • | Time-based RSUs are valued after grant based on Flex’s stock price on each measurement date, in accordance with FASB ACS 718. | | | | • | For all time-based RSUs, the vest date fair value is equal to the number of units that actually vest and Flex’s stock price on that date. |

  160. Pay Versus Performance

    | | 2024 Proxy Statement 80 |

  161. Pay Versus Performance

    | Fiscal Year | 2021 | 2022 | 2023 | 2024 | | Non-CEO NEOs | See Column (d) Note | See Column (d) Note | See Column (d) Note | See Column (d) Note | | SCT Total Compensation ($) | $4,577,458 | $4,015,753 | $4,097,332 | 3,896,290 | | Less: Stock Award Values Reported in SCT for the Covered Year ($) | $2,945,442 | $2,262,366 | $2,169,700 | 2,188,321 | | Plus: Fair Value for Stock Awards Granted in the Covered Year ($) | $3,982,037 | $2,453,994 | $3,325,800 | 3,321,609 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | $1,587,667 | $165,239 | $2,187,616 | 4,471,749 | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) | $2,003,436 | $(270,811) | $(239,733) | 731,844 | | Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) | $(870,216) | $0 | $0 | 0 | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | $294,349 | $3,645 | $3,678 | 97,960 | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | $0 | $0 | $0 | 0 | | Compensation Actually Paid ($) | $8,040,590 | $4,098,165 | $7,197,637 | $10,135,211 |

  162. Pay Versus Performance

    Equity Valuations: equity valuation assumptions are the same as those stated above under the CEO table Column (d). The following non-CEO NEOs (collectively, the “Non-CEO NEOs”) are included in the average figures shown:

  163. Pay Versus Performance

    | • | FY21: Francois P. Barbier, Christopher Collier, Michael P. Hartung, Paul Humphries, Paul R. Lundstrom, and Scott Offer | | • | FY22: Francois P. Barbier, Michael P. Hartung, Paul R. Lundstrom, and Scott Offer | | • | FY23: Michael P. Hartung, Paul R. Lundstrom, Scott Offer, and Hooi Tan | | • | FY24: Michael P. Hartung, Paul R. Lundstrom, Scott Offer, and Hooi Tan |

  164. Pay Versus Performance

    Column (e). Average “compensation actually paid” for our non-CEO NEOs in each of FY24, FY23, FY22 and FY21 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the decisions made by our Compensation and People Committee in regards to the non-CEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” sections of the proxy statements reporting pay for the fiscal years covered in the table above. Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Flex for the measurement periods ending on March 31 of each of 2024, 2023, 2022 and 2021, respectively. Column (g). For the relevant fiscal year, represents the cumulative TSR of the peer group consisting of Benchmark Electronics, Celestica Inc., Jabil Inc., and Sanmina Corporation (“Peer Group TSR”) for the measurement periods ending on March 31 of each of 2024, 2023, 2022 and 2021, respectively. Column (h). Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended March 31, 2024, 2023, 2022 and 2021, respectively. Column (i). Company-selected Measure is Adjusted Earnings Per Share (EPS) which is described below. Adjusted EPS is a non-GAAP financial measure. Fiscal years 2021 to 2023 includes Nextracker, and fiscal year 2024 excludes Nextracker. See Annex A to this proxy statement for a reconciliation of GAAP to non-GAAP financial measures.

  165. Pay Versus Performance

    | | 2024 Proxy Statement 81 |