DEF 14A of Flex Ltd., Jun 24, 2025

DEF 14A of Flex Ltd.

Filed Jun 24, 2025 · FY20250001308179-25-000552

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors 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 current membership and leadership of each of the Board’s committees. As previously disclosed, William D. Watkins succeeded to the independent Board Chair role following our 2024 annual general meeting, at which time our former Board Chair Michael D. Capellas retired.

  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, Lumentum Holdings Inc. | No | 2020 | | | | Astera Labs, Inc. Lumentum Holdings Inc. | | 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 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

    | + | Independent Chair of the Board | | | Chair | | | Audit Committee Financial Expert |

  4. Our Board of Directors

    | | 2025 Proxy Statement 4 |

  5. 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 CEO. We strive to maintain optimal board composition to ensure insightful and dedicated oversight of our vision, purpose, and mission.

  6. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program

  7. 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 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 beginning on page 28.

  8. 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 46. In fiscal year 2025, 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. The Nominating, Governance and Public Responsibility Committee did not recommend any changes based on the review.

  9. Components of Non-Employee Director Compensation Program

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

  10. 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. |

  11. 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.”

  12. Components of Non-Employee Director Compensation Program

    | | 2025 Proxy Statement 24 |

  13. Fiscal Year 2026 Non-Employee Director Compensation Change

    Fiscal Year 2026 Non-Employee Director Compensation Change In fiscal year 2026, the Nominating, Governance and Public Responsibility Committee retained FW Cook to help the committee determine whether the compensation paid to our non-employee directors is competitive when compared to the practices of our peers. Based on the review, the committee recommended and the Board approved increasing the annual discretionary restricted share unit award to an aggregate fair market value of $235,000 on the date of grant (from $200,000) for fiscal year 2026.

  14. Director Summary Compensation in Fiscal Year 2025

    | Name | Fees Earned or Paid in Cash ($)(1) | Share Awards ($)(2) | All Other Compensation ($) | Total ($) | | Michael D. Capellas(3) | 58,024 | — | — | 58,024 | | John D. Harris II | 105,000 | 200,000 | — | 305,000 | | Michael E. Hurlston(4) | — | 302,791 | — | 302,791 | | Erin L. McSweeney | 153,000 | 200,000 | — | 353,000 | | Charles K. Stevens, III | 153,000 | 200,000 | — | 353,000 | | Maryrose Sylvester | 105,000 | 200,000 | — | 305,000 | | Lay Koon Tan(5) | 91,875 | 213,125 | 34,869 | 339,869 | | Patrick J. Ward | 105,000 | 200,000 | — | 305,000 | | William D. Watkins | 140,038 | 300,000 | — | 440,038 |

  15. 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. Upon the recommendation of our Nominating, Governance and Public Responsibility Committee, the Board of Directors has nominated all nine of our incumbent directors who will retire from office at the 2025 annual general meeting as required by Article 94 of our Constitution, for re-election. 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 2025 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 2025 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.

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

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

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

    | | 2025 Proxy Statement 28 |

  18. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    Nominees to our Board of Directors - Skills, Qualifications and Backgrounds Flex is committed to having a predominantly independent Board of Directors representing a range of critical skills. Our Nominating, Governance and Public Responsibility Committee is responsible for assessing the composition and performance of the Board and its committees, and for recruiting, evaluating, and recommending candidates to be presented for appointment or election to our Board. Our Board believes that a wide range of viewpoints is critical to effective board deliberations, corporate governance and oversight. The general attributes we expect all directors to have are high professional and personal ethics and values, an understanding of the Company’s business and industry, advanced education, broad-based business acumen, and the ability to think strategically. For this year’s election, the Board has nominated nine individuals who bring a variety of skills and experiences to the Board and reflect an appropriate combination of qualifications to represent and further the long-term interests of the Company’s shareholders. Three of our nominees (33%) are women and three nominees (33%) are from underrepresented racial/ethnic groups. Our Board has a good balance of longer-serving directors who have in-depth knowledge of our business and newer members who bring fresh perspectives and additional skills, with five of our incumbent director nominees having tenures of five years or less. Our nominees’ collective experience covers a wide range of geographies and industries. The following matrix highlights many of the specific experience, attributes, skills and qualifications that our nominees for director bring to the Company and that are considered when evaluating and recommending candidates for appointment or election to our Board.

  19. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | | | | | | | | | | | | | | | | Environmental and Sustainability | | | | | | | | | | | | | Human Capital Management | | | | | | | | | | | | | Global Operations | | | | | | | | | | | | | Supply Chain | | | | | | | | | | | | | Technology and Innovation | | | | | | | | | | | | | Information Systems and Cybersecurity | | | | | | | | | | | | | Business Development and Strategic Planning | | | | | | | | | | | | | Public Company Board Governance | | | | | | | | | | | | | Financial, Accounting and Audit | | | | | | | | | | | | | Risk and Compliance | | | | | | | | | | | | | Industry Leadership | | | | | | | | | |

  20. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | | 2025 Proxy Statement 29 |

  21. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | | | Environmental and Sustainability | Experience in environmental and sustainability topics, which is instrumental to Flex’s foundation of sustainability governance and our position as a leader in sustainability efforts. | | | | Human Capital Management | Experience in human resources, compensation and benefits, recruiting and retaining employees, succession planning, and developing and maintaining a strong workplace culture. Our Board recognizes that human capital management is a high priority for the Company as an important component to maintaining our competitiveness and world-class capabilities and as we focus on hiring and retaining the world’s best talent. | | | | Global Operations | Experience operating in a global context by managing international enterprises, residence abroad, and studying other cultures adds impactful insight to our Board’s oversight of Flex’s global footprint, including our workforce and operations in approximately 30 countries, and enables our Board to support management in developing solutions across international markets. | | | | Supply Chain | Experience in executive positions overseeing supply chain management and exposure to supply chain issues, which is invaluable in overseeing and guiding Flex’s supply chain services that involve a network of approximately 100 locations across the globe. | | | | Technology and Innovation | Experience in the technology sector and driving technological innovation enables our Board to guide Flex’s strategy regarding the design and manufacturing of proprietary products and advanced manufacturing solutions. | | | | Information Systems and Cybersecurity | Experience in understanding the impact and increasing importance of information technology and the cybersecurity threat landscape in our business and that of our customers, including as a result of public company board service on a committee with cybersecurity risk oversight responsibilities, is critical to an effective risk management program. | | | | Business Development and Strategic Planning | Executive level experience with business and customer development and long-term strategic planning and execution allows our Board to actively support the development and execution of Flex’s long-term strategy and continued business transformation. | | | | Public Company Board Governance | Experience on other public company boards provides insight into the dynamics and operations of a corporate board, the relationship between a public company board to senior management and shareholders, and the oversight of strategic, operational, and corporate governance-related matters, and positions our Board to adopt best practices in public company corporate governance. | | | | Financial, Accounting and Audit | Experience in accounting and audit functions and the ability to analyze financial statements and oversee budgets provide critical oversight and support of Flex’s financial reporting and responsibility to shareholders and other stakeholders. | | | | Risk and Compliance | Experience identifying, mitigating, and managing enterprise risks allows our Board to effectively fulfill its risk oversight responsibilities. | | | | Industry Leadership | Experience in executive positions within the technology sector or within the manufacturing sector enhances our Board’s ability to oversee management in areas that are fundamental to Flex’s business, strategic plan, and growth. |

  22. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | | 2025 Proxy Statement 30 |

  23. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    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.

  24. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | Revathi Advaithi | | | Chief Executive Officer, Flex Ltd. Director Since: 2019 Age: 57 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 (2015 to 2019) • President of Electrical Sector, Americas, of Eaton (2012 to 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 Experience Supporting Nomination: • 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 |

  25. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | | 2025 Proxy Statement 31 |

  26. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | John D. Harris II | | | Retired Vice President of Business Development, Raytheon Company and Chief Executive Officer, Raytheon International, Inc. Director Since: 2020 Age: 64 INDEPENDENT Board Committee(s): • Audit 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 (2013 to 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 Experience Supporting Nomination: • 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, culture development and strategic planning based on his CEO and functional experience • Outside public and non-profit board experience and government service experience | | Michael E. Hurlston | | | President and Chief Executive Officer, Lumentum Holdings Inc. Director Since: 2020 Age: 58 Board Committee(s): • None Other Public Company Boards: • Astera Labs Inc. (since 2024) • Lumentum Holdings Inc. (since 2025) Recent Prior Public Company Boards: • Synaptics Incorporated (2019-2025) • Ubiquiti Networks, Inc. (2016–2021) | Career Highlights: • President and Chief Executive Officer of Lumentum Holdings Inc., a designer and manufacturer of innovative optical and photonic products enabling cloud, optical networking, and laser applications worldwide (February 2025 to present) • Synaptics Incorporated, a global leader in IoT semiconductor solutions and human interface solutions combining IoT and AI (2019 to February 2025) • Chief Executive Officer and a member of the board of directors of Finisar Corporation, a leader in optical communications (2018 to 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 Experience Supporting Nomination: • 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 |

  27. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | | 2025 Proxy Statement 32 |

  28. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | Erin L. McSweeney | | | Executive Vice President and Chief People Officer, UnitedHealth Group Incorporated Director Since: 2020 Age: 60 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 Experience Supporting Nomination: • 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 • 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: 65 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 (2018 to March 2019) • Executive Vice President and Chief Financial Officer of GM, responsible for leading GM’s financial and accounting operations worldwide (2014 to 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 Experience Supporting Nomination: • 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 |

  29. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | | 2025 Proxy Statement 33 |

  30. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | Maryrose Sylvester | | | Retired U.S. Managing Director and U.S. Head of Electrification, ABB Ltd Director Since: 2022 Age: 59 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 Experience Supporting Nomination: • 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 • 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: 66 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 Experience Supporting Nomination: • 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 |

  31. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | | 2025 Proxy Statement 34 |

  32. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | Patrick J. Ward | | | Retired Vice President and Chief Financial Officer, Cummins Inc. Director Since: 2022 Age: 62 INDEPENDENT Board Committee(s): • Audit • Compensation and People Other Public Company Boards: • Corteva, Inc. (since 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 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 Experience Supporting Nomination: • 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, Independent Chair of the Board | | | Retired Chief Executive Officer, Imergy Power Systems, Inc. Director Since: 2009 Age: 72 INDEPENDENT Board Committee(s): • Nominating, Governance and Public Responsibility (Chair) Other Public Company Boards: • Nextracker Inc. (since 2023) Recent Prior Public Company Boards: • Avaya Holdings Corp. (2017-2023) • Maxim Integrated Products, Inc. (2008-2021) | Career Highlights: • Chief Executive Officer (2013 to 2016) and Chairman of the Board (2015 to 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 Experience Supporting Nomination: • 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. |

  33. Nominees to our Board of Directors - Skills, Qualifications and Backgrounds

    | | 2025 Proxy Statement 35 |

  34. Performance and Company Highlights for Fiscal Year 2025

    The short-term incentive program for the NEOs in fiscal year 2025 used the following financial metrics: revenue, adjusted OP, and adjusted free cash flow (FCF). For fiscal year 2025, we continued our adjusted EPS growth performance stock unit (PSU) program as a long-term incentive (LTI) vehicle. These are 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.

  35. Compensation Highlights for Fiscal Year 2025

    | | Base salaries maintained with one exception: Mr. Tan, our Chief Operating Officer, received a 5.0% increase effective August 1, 2024 in connection with his assumption of additional responsibilities. | | | Bonus targets maintained with one exception: Mr. Hartung’s bonus target was increased from 100% to 110% in connection with his promotion to President, Chief Commercial Officer. | | | Bonus payouts ranged from 132% to 144% of target for the NEOs (excluding Mr. Lundstrom who left the Company during fiscal year 2025 and did not receive a payout). Upon management’s recommendation, the Compensation and People Committee exercised negative discretion by reducing corporate funding under the bonus plan from 147% to 131% due to underperformance of revenue to plan and guidance, despite significant overperformance on both adjusted OP and adjusted FCF. | | | Performance share unit (PSU) payouts: 162% was earned for the relative total shareholder return (rTSR) PSUs for the three-year performance cycle ending in fiscal year 2025 (rTSR PSUs that vested in June 2024) based on achieving average related TSR growth of 54%. Absolute TSR growth over this period was 132%. Maximum payout of 200% was earned for the Adjusted EPS PSUs for the three-year performance cycle ending on March 31, 2025 based on achieving average adjusted Flex core EPS growth of 14.7% (excluding the impact of Nextracker). |

  36. Summary of Compensation Program Changes for Fiscal Year 2025

    | Program Element | Fiscal Year 2025 Design Changes | Rationale for Change | | Annual Incentive Bonus Metrics | Increased weighting of OP (from 50% to 60%) and decreased weighting of revenue (from 50% to 40%) on segment results for segment presidents and President, Chief Commercial Officer | To have greater emphasis on OP growth | | Change of Control Severance | Amended the executive severance plan to provide for differentiated benefits in the event of a change of control termination | To have market-aligned change of control-related severance provisions |

  37. Fiscal Year 2025 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). | | (2) “Other NEOs” includes only NEOs serving on the last day of fiscal year 2025 who also participated in the fiscal year 2025 annual LTI award cycle (i.e., Messrs. Tan, Hartung and Offer). Excludes special one-time equity awards granted to Messrs. Tan and Hartung in fiscal year 2025. |

  38. Fiscal Year 2025 Executive Compensation Summary

    | Variable Compensation Element | Description | | Short-Term Incentive | Corporate executives are measured entirely on Flex financial objectives. Segment NEO metrics measured 60% based on corporate results and 40% on segment results (16% on segment revenue and 24% on 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 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, 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, with earned shares vested and delivered at the end of the 36-month performance period. 50% are RSUs that vest in equal annual installments 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 (except Mr. Martinez whose target value was equal to 20% of his salary), with 50% of funding fixed and 50% of funding linked to corporate bonus funding. |

  39. 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 2025 target total direct compensation was at-risk and, on average, 80% of target total direct compensation for our other NEOs serving in their roles on the last day of fiscal year 2025 who participated in the fiscal year 2025 annual LTI award cycle was at-risk. • At-risk compensation is based on the achievement of core financial metrics and/or is subject to market risk based on stock price and/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 2025 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, 59% of target total direct compensation for our other NEOs serving on the last day of the fiscal year who participated in the fiscal year 2025 annual LTI award cycle 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. |

  40. Compensation Philosophy

    | Illustrative Assumptions | Bonus & PSU Payouts | Stock Price | | Low Performance Scenario | 50% of Target | $15.99 (Grant Price – 50%) | | High Performance Scenario | 150% of Target | $47.96 (Grant Price + 50%) |

  41. Independent Consultants and Advisors

    Independent Consultants and Advisors The Compensation and People Committee has the authority to retain and terminate any independent, third-party compensation consultants and to obtain advice and assistance from internal and external legal, accounting, and other advisors. During fiscal year 2025, the Compensation and People Committee retained FW Cook as its independent compensation consultant. FW Cook furnished the Compensation and People Committee reports on the following topics: peer group composition, compensation data and analysis relating to the compensation of our NEOs, short- and long-term compensation program design, severance and change of control market data, compensation program risk assessment, annual share utilization and shareholder dilution levels resulting from equity plans and executive share ownership and retention values. The Compensation and People Committee confirmed that there are no personal or business relationships between any FW Cook employee and any member of the Compensation and People Committee or any NEO beyond the Flex relationship. Based on this information and other factors, including the factors set forth under Rule 10C-1 under the Exchange Act, the Compensation and People Committee assessed the independence of FW Cook and concluded that no conflict of interest exists that would prevent FW Cook from independently advising the Compensation and People Committee. Outside of engaging on executive and Board member compensation and related matters, FW Cook does not provide any other services to the Company.

  42. 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 2024, 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 2024, did not result in any peer group changes – Flex continued with the same 14 peer companies as in fiscal year 2024.

  43. Peer Group Criteria & Rationale

    Peer Group Criteria & Rationale

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

  45. Peer Group Criteria & Rationale

    | | 2025 Proxy Statement 46 |

  46. Peer Group Criteria & Rationale

    Our peer group for fiscal year 2025 compensation decisions consisted of the following companies:

  47. 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 | |

  48. 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.

  49. 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 2025 corporate level performance metrics and weightings, which were unchanged from fiscal year 2024, were as follows:

  50. Incentive Bonus Plan

    | Metrics | Fiscal Year 2025 Weightings | | Adjusted OP | 40% | | Adjusted FCF | 35% | | Revenue | 25% | | Sustainability / Individual Performance | Used as an additive modifier (+/– 10% each) |

  51. Incentive Bonus Plan

    The adjusted OP, adjusted FCF, and revenue metrics and weightings remained the same from fiscal year 2024 to fiscal year 2025 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 52. 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 at the beginning of the fiscal year was measured at both the Corporate and segment levels, with a 60%/40% weighting. This 60%/40% weighting 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 commercial segment performance are weighted 60% on Corporate and the remaining 40% split between the applicable OP and revenue for the Agility and Reliability segments, which are weighted 60% on OP and 40% on revenue. After Mr. Hartung’s promotion from President, Agility to President, Chief Commercial Officer on July 26, 2024 and his assuming responsibility for both the Agility and Reliability segments, his bonus was measured 60% on Corporate results and the remaining 40% split evenly between the applicable OP and revenue for the Agility and Reliability segments, which are weighted 60% OP and 40% revenue for each segment.

  52. Incentive Bonus Plan

    | | 2025 Proxy Statement 48 |

  53. Incentive Bonus Plan

    The Company continued with a sustainability performance modifier and an individual performance modifier to the incentive bonus plan for fiscal year 2025. 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. The following table summarizes the key features of our fiscal year 2025 incentive bonus plan.

  54. 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 the Company’s overall profitability, helping to ensure affordability | | Bonus modifiers | • Five metrics across four sustainability pillars • Individual performance | • Emphasizes the Company’s sustainability goals and underscores the importance of sustainability • 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 • If threshold performance is not achieved for all metrics, 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 and capping funding at 100% if performance is not above threshold on all financial goals |

  55. Target Incentive Awards

    Target Incentive Awards Fiscal year 2025 bonus targets for the NEOs serving on the last day of fiscal year 2025 as a percent of base salary are shown below(1). They were not increased from fiscal year 2024 except for Mr. Hartung (from 100% to 110% of base salary effective August 1, 2024) in connection with his promotion to the role of President, Chief Commercial Officer.

  56. Target Incentive Awards

    | Name and Title | Fiscal year 2025 Target Bonus (% of Salary)(2) | Fiscal year 2025 Target ($)(3) | | Revathi Advaithi Chief Executive Officer | 165% | 2,186,250 | | Kevin Krumm(4) Chief Financial Officer | 115% | 222,816 | | Hooi Tan(5) Chief Operating Officer | 110% | 795,632 | | Michael P. Hartung(6) President, Chief Commercial Officer | 110% | 783,933 | | Scott Offer Executive Vice President, General Counsel | 100% | 663,000 |

  57. Target Incentive Awards

    | (1) Mr. Lundstrom’s 2025 bonus target was set at 110% of his base salary, but due to his resignation, he was not eligible for payment of a fiscal year 2025 bonus. Mr. Martinez’s bonus target was set at 50% of base salary while he served as the interim CFO role. Effective March 15, 2025, Mr. Martinez’s bonus target was 55%. Mr. Martinez’s bonus target amount is pro-rated based on his salary and bonus targets during the fiscal year. | | (2) Fiscal Year 2025 Target Bonus % are the target bonuses on the last day of fiscal year 2025. | | (3) Bonus target amounts are pro-rated based on time in the bonus plan, bonus target % and salary. | | (4) Target bonus value shown is pro-rated for Mr. Krumm based on his January 6, 2025 hire date. | | (5) Mr. Tan’s bonus target amount is pro-rated based on his salary during the fiscal year. Mr. Tan received a 5% base salary increase on August 1, 2024. | | (6) Mr. Hartung’s annual incentive bonus target was increased from 100% to 110% of base salary effective August 1, 2024 in connection with his promotion to the role of President, Chief Commercial Officer. See “Compensation Arrangements in connection with Promotion of Chief Commercial Officer - Mr. Hartung” section below. Mr. Hartung’s bonus target amount is pro-rated based on his bonus targets during the fiscal year. |

  58. Incentive Payouts for NEOs Other than Chief Commercial Officer

    Incentive Payouts for NEOs Other than Chief Commercial Officer The table below sets forth the payout opportunities that were available to Ms. Advaithi and Messrs. Krumm, Tan and Offer based on different levels of corporate performance. These targets are considered rigorous and were validated within the context of analyst expectations. Mr. Hartung’s bonus was pro-rated based on the bonus design in his role as President, Agility Solutions from April 1, 2024 through July 25, 2024 and as President, Chief Commercial Officer from July 26, 2024 through March 31, 2025, as described further below. Mr. Martinez’s bonus payout was based on the results of the Reliability segment and Corporate. Mr. Lundstrom was not eligible for a fiscal year 2025 bonus payout due to his resignation from the Company prior to the fiscal year 2025 bonus payout. 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.

  59. Incentive Payouts for NEOs Other than Chief Commercial Officer

    | | 2025 Proxy Statement 50 |

  60. Incentive Payouts for NEOs Other than Chief Commercial Officer

    Upon management’s recommendation, the Compensation and People Committee exercised negative discretion by reducing corporate funding under the bonus plan from 147% to 131% due to underperformance of revenue to plan and guidance, despite significant overperformance on both adjusted OP and adjusted FCF.

  61. Incentive Payout for Chief Commercial Officer

    Incentive Payout for Chief Commercial Officer We treat the segment performance measures as confidential. As described above, Mr. Hartung’s bonus was pro-rated based on the bonus design of his role as President, Agility Solutions (April 1, 2024 to July 25, 2024) and as President, Chief Commercial Officer (July 26, 2024 through March 31, 2025). The combination of these inputs and the adjustments based on individual performance and sustainability performance resulted in a payout of 140% of target for Mr. Hartung.

  62. Final Incentive Awards for the NEOs

    Final Incentive Awards for the NEOs The bonus payout levels for our NEOs serving as executive officers on the last day of fiscal year 2025 were as follows(1):

  63. Final Incentive Awards for the NEOs

    | Name | Fiscal Year 2025 Annual Incentive Bonus Target (Potential Bonus as a percentage of Base Salary) | Fiscal Year 2025 Annual Incentive Actual Bonus ($) | Fiscal Year 2025 Actual Annual Incentive Bonus as a Percentage of Full Year Target Bonus | | Revathi Advaithi | 165% | 3,156,726 | 144% | | Kevin Krumm(2) | 115% | 310,584 | 139% | | Hooi Tan | 110% | 1,148,812 | 144% | | Michael P. Hartung(3) | 110% | 1,099,657 | 140% | | Scott Offer | 100% | 957,306 | 144% |

  64. Final Incentive Awards for the NEOs

    | (1) Mr. Lundstrom resigned from his position with the Company prior to the payout of the fiscal year 2025 bonus. Under the terms of our bonus plan, due to the timing of his resignation, Mr. Lundstrom was not eligible for payment of a fiscal year 2025 bonus. Mr. Martinez’s fiscal year 2025 annual incentive actual bonus payout was $259,451, which is 132%. | | (2) Mr. Krumm’s bonus payout was pro-rated based upon his January 6, 2025 hire date. | | (3) Mr. Hartung’s annual incentive bonus payout was pro-rated based on the Agility segment results from April 1, 2024 through July 31, 2024 and Commercial (Agility and Reliability segments) results from August 1, 2024 through March 31, 2025. |

  65. Final Incentive Awards for the NEOs

    | | 2025 Proxy Statement 52 |

  66. Long-Term Share-Based Incentive Compensation

    Long-Term Share-Based Incentive Compensation In June 2024, as part of the fiscal year 2025 long-term incentive compensation program, the Board, upon the recommendation of the Compensation and People Committee, granted share-based long-term incentives to our then-serving 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 PSUs represent 25% of our NEOs’ share-based long-term incentive awards (based on face value of the awards) in fiscal year 2025 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 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. In addition to the awards grated in June 2024 under the fiscal year 2025 long-term incentive compensation program, the Board, upon the recommendation of the Compensation and People Committee, granted share-based long-term incentive awards to certain NEOs. See below sections titled “Other Long-Term Share-Based Incentive Compensation Awards Granted during FY25” and “Key Leadership Transition Compensation Arrangements.”

  67. Restricted Share Unit Awards (RSUs)

    Restricted Share Unit Awards (RSUs) Fifty percent of each participating NEO’s fiscal year 2025 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.

  68. rTSR PSUs

    rTSR PSUs Twenty-five percent of each participating NEO’s fiscal year 2025 share-based long-term incentive award is in the form of rTSR PSUs. The rTSR PSU awards granted in fiscal year 2025 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. 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 three-year 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.

  69. rTSR PSUs

    | | 2025 Proxy Statement 53 |

  70. rTSR PSUs

    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.

  71. 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 |

  72. rTSR PSUs

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

  73. rTSR PSUs

    | 1. | Industry membership in Technology Hardware & Equipment (GICS code 4520) and Capital Goods (2010) | | 2. | Annual revenue is between 0.2x-to-5.0x Flex’s | | 3. | Market cap is between 0.2x-to-6.0x Flex’s 4. Annual operating margin is 10% or less |

  74. rTSR PSUs

    Based on the selection methodology listed above, our fiscal year 2025 TSR peer group is comprised of the following:

  75. rTSR PSUs

    | Acer Inc. | Micro-Star Int | | AECOM | Oshkosh Corporation | | APi Group | PACCAR Inc.* | | Arrow Electronics, Inc.* | Parker Hannifin Corporation* | | ASUSTeK Computer Inc. | Pegatron Corporation | | AtkinsRéalis | Qisda Corporation | | AUO Corporation | Quanta Computer Incorporated | | Avnet, Inc.* | Quanta Services | | Beacon Roofing Supply, Inc. | Rush Enterprises | | Bombardier Inc. | Sanmina Corporation* | | CDW Corporation | Seagate Technology Holdings plc* | | Celestica | Spirit AeroSystems | | Compal Electronics | Stanley Black & Decker | | Corning Incorporated* | Super Micro Computer, Inc. | | Cummins Inc.* | Synnex Technology International Corp. | | Dell Technologies | TD SYNNEX Corporation* | | EMCOR Group, Inc. | Textron Inc.* | | Far Eastern New Century | UFP Industries, Inc. | | Finning International Inc. | Veritiv Holdings |

  76. rTSR PSUs

    | | 2025 Proxy Statement 54 |

  77. rTSR PSUs

    | Fluor Corporation | Walsin Lihwa Corp | | 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* | | MasTec, Inc. | |

  78. rTSR PSUs

    | * Denotes an existing compensation peer group company |

  79. 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.

  80. Adjusted EPS Growth PSUs

    Adjusted EPS Growth PSUs We have incorporated adjusted EPS growth PSUs into our LTI program since fiscal year 2022 to support participants’ continued focus on achieving our long-term financial strategy. These PSUs represent 25% of our participating 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:

  81. 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; | | • | the Company’s long-term financial strategy; and | | • | the Company’s investor guidance for fiscal year 2025. |

  82. Adjusted EPS Growth PSUs

    Performance will be measured over a three-year period in three discrete annual measurements, 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). Adjusted EPS growth rates will be calculated using non-GAAP adjustments summarized on page 49 of this proxy statement. Adjusted EPS used for purposes of adjusted EPS growth PSU performance calculations will 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 adjusted EPS, the impact of unplanned share repurchases attributable to corporate transactions (including acquisitions or dispositions) will also be excluded. The

  83. Adjusted EPS Growth PSUs

    | | 2025 Proxy Statement 55 |

  84. Adjusted EPS Growth PSUs

    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. See also Annex A to this proxy statement for a reconciliation of GAAP to non-GAAP financial measures.

  85. Grants During Fiscal Year 2025

    | • | 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; and | | • | Individual performance and internal equity. |

  86. Awards Granted under FY25 Long-Term Incentive Compensation Program

    Awards Granted under FY25 Long-Term Incentive Compensation Program The table below summarizes the approved fiscal year 2025 PSU and service-based RSU awards granted in June 2025 to our NEOs under our long-term incentive compensation program.

  87. Awards Granted under FY25 Long-Term Incentive Compensation Program

    | NEO(1) | Target rTSR-Based PSUs (Shares) | Target Adjusted EPS Growth- Based PSUs (Shares) | Service-Based RSUs (Shares) | Target Total Equity Award Value ($) | | Revathi Advaithi | 82,108 | 82,108 | 164,216 | 10,500,000 | | Paul R. Lundstrom(2) | 19,354 | 19,354 | 38,708 | 2,475,000 | | Jaime Martinez | 3,597 | 3,597 | 7,194 | 460,000 | | Hooi Tan | 17,985 | 17,985 | 35,971 | 2,300,000 | | Michael P. Hartung | 14,075 | 14,075 | 28,151 | 1,800,000 | | Scott Offer | 14,075 | 14,075 | 28,151 | 1,800,000 |

  88. Awards Granted under FY25 Long-Term Incentive Compensation Program

    | (1) Mr. Krumm, who was appointed Chief Financial Officer effective January 6, 2025, did not participate in the fiscal year 2025 long-term incentive compensation program. See “Compensation Arrangements for Chief Financial Officer - Mr. Krumm” section below. | | (2) Mr. Lundstrom resigned from his position effective July 31, 2025 and forfeited the awards granted to him under the fiscal year 2025 long-term incentive compensation program. |

  89. Awards Granted under FY25 Long-Term Incentive Compensation Program

    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 PSUs is based on a Monte Carlo valuation. The target award value is determined and then allocated among various award types. The number of shares is calculated by dividing the target value by the share price on the grant date, rounded down to the nearest whole share. 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.

  90. Other Long-Term Incentive Compensation Awards Granted during FY25

    Other Long-Term Incentive Compensation Awards Granted during FY25 In addition to the annual awards granted in June 2025 to our then-serving NEOs reflected in the above table, the Board, upon the recommendation of the Compensation and People Committee, approved long-term share-based awards for certain NEOs as reflected in the below table and further described below.

  91. Other Long-Term Incentive Compensation Awards Granted during FY25

    | NEO | Award Type | Target Shares | Award Target Value ($) | | Kevin Krumm(1) | Service-Based RSUs | 143,245 | $5,800,000 | | Hooi Tan(2) | Service-Based RSUs | 72,578 | $2,300,000 | | | EPS Growth PSUs | 72,578 | $2,300,000 | | Michael P. Hartung(3) | Service-Based RSUs | 72,578 | $2,300,000 | | | EPS Growth PSUs | 72,578 | $2,300,000 | | | Service-Based RSUs | 15,797 | $500,000 | | Jaime Martinez(4) | Service-Based RSUs | 9,478 | $300,000 |

  92. Other Long-Term Incentive Compensation Awards Granted during FY25

    | | 2025 Proxy Statement 56 |

  93. Other Long-Term Incentive Compensation Awards Granted during FY25

    | (1) Reflects RSU award granted on January 6, 2025 in connection with Mr. Krumm’s hiring. See “Compensation Arrangements for Chief Financial Officer - Mr. Krumm” section below. | | (2) Reflects RSU and PSU awards granted on September 25, 2024. See “Supplemental Equity Awards – Mr. Hartung and Mr. Tan” section below. | | (3) Reflects (i) RSU and PSU awards granted on September 25, 2024 (see “Supplemental Equity Awards – Mr. Hartung and Mr. Tan” section below) and (ii) RSU award granted on August 15, 2024 in connection with Mr. Hartung’s promotion to the role of Chief Commercial Officer (see “Compensation Arrangements in connection with Promotion of Chief Commercial Officer - Mr. Hartung” section below). | | (4) Reflects RSU award granted on August 15, 2024 in connection with Mr. Martinez’s service during fiscal year 2025 as Interim Chief Financial Officer. See “Compensation Arrangements for Interim Chief Financial Officer – Mr. Martinez” section below. |

  94. Other Long-Term Incentive Compensation Awards Granted during FY25

    The intended award value above was calculated as the target number of shares multiplied by the share price on the date of grant. The actual value of the PSUs to be earned will depend on adjusted EPS growth performance.

  95. Supplemental Equity Awards — Mr. Hartung and Mr. Tan

    Supplemental Equity Awards — Mr. Hartung and Mr. Tan As previously disclosed, on September 25, 2024, Mr. Hartung and Mr. Tan, following Mr. Hartung’s promotion and expansion of Mr. Tan’s role, each received grants of one-time supplemental equity awards (the “Supplemental Equity Awards”) designed to deliver long-term outstanding shareholder returns and support their long-term retention. The Compensation and People Committee and the Board determined that granting these awards was in the best interests of the Company and its shareholders, The amounts and terms of these awards were carefully tailored to fit the Company’s long-term objectives regarding executive retention and shareholder value creation. They were approved with the advice and input from the independent compensation consultant, which included a review of relevant benchmarking data. The Supplemental Equity Awards for Mr. Hartung and Mr. Tan each have a grant date fair value at target of $4,600,000, 50% of which consists of performance-based restricted share units (“Supplemental PSUs”) and 50% of which consists of service-based restricted share units (“Supplemental RSUs”), as further described below. The number of Supplemental PSUs earned, if any, will be based on the level of performance achieved against adjusted earnings per share growth (“EPS Growth”) performance goals during the three-year performance period of the Company’s fiscal years 2025 through 2027 (three-year compound annual growth rate, or CAGR), with payouts ranging from 0% to 200% of the target Supplemental PSUs granted. These performance goals are more rigorous than the average annual adjusted EPS Growth goals under the fiscal year 2025 long-term incentive program and are therefore stretch goals. To encourage long-term retention, in addition to the performance-based vesting condition, the Supplemental PSUs are subject to a service-based vesting condition extending beyond the end of the three-year performance period, which must be satisfied for any of the earned Supplemental PSUs to vest. Specifically, earned Supplemental PSUs, if any, will vest in two equal installments on the first and second anniversaries of the completion of the performance period, or March 31, 2028 and March 31, 2029, respectively, subject in each case to continued employment through the applicable vesting date. The Committee and the Board believe that the Supplemental Equity Awards’ overall five-year performance/service period supports the Company’s retention objectives, while aligning the awards with the long-term views of our shareholders. The Supplemental RSUs will cliff vest on the third anniversary of the grant date, subject to continued employment through that vesting date, providing an enhanced long-term retention incentive, as compared to the three-year graded vesting schedule applicable to RSUs granted under the Company’s annual long-term incentive program. To further enhance their retentive effect, the Supplemental Equity Awards are subject to continued service requirements that are more restrictive than those applicable to the Company’s standard equity awards. Unlike other outstanding equity awards held by such executive officers, if the executive officer retires, such retirement will not entitle him to acceleration or continued vesting of the PSUs and RSUs granted as Supplemental Equity Awards. Moreover, unlike other outstanding equity awards, if the executive officer’s employment is terminated (i) by the Company without “cause” or (ii) due to a voluntary termination for “good reason” (as each such term is defined in the Company’s Executive Severance Plan), in either case absent a change of control of the Company, such termination will not entitle him to acceleration or continued vesting of any PSUs or RSUs granted as Supplemental Equity Awards. The treatment of the Supplemental Equity Awards upon the executive officer’s death or disability, or in connection with a change of control of the Company, will be the same as for other awards of PSUs and RSUs granted to the Company’s executive officers. See “Leadership Transition Compensation Arrangements” section below for information on service-based RSU awards granted during fiscal year 2025 to Mr. Krumm, Mr. Hartung and Mr. Martinez in connection with their respective hiring, promotion and Interim CFO service.

  96. Payouts of Prior PSUs

    Payouts of Prior PSUs The performance period for the rTSR PSUs granted in fiscal year 2022 ended in fiscal year 2025. The fiscal year 2022 TSR PSU grants measured our TSR versus a custom peer group from June 9, 2021 (the grant date) through June 10, 2024 (the performance period end), using a trailing 20-day average trading price for both the beginning and the end of the performance period. Performance is measured over three discrete measurement periods—of 12-, 24-, and 36- months—within each three-year cycle, and final performance was an average of the three measurement periods. The average percentile ranking for the three measurement periods was 65.59%, which was between target and maximum, resulting in a 162% of target payout for this award.

  97. Payouts of Prior PSUs

    | | 2025 Proxy Statement 57 |

  98. Payouts of Prior PSUs

    The performance period for the adjusted EPS growth-based PSUs granted in fiscal year 2023 ended in fiscal year 2025. Vesting was based on the Company’s adjusted EPS growth, measured over a three-year period (April 1, 2022 through March 31, 2025) in three discrete annual fiscal year measurements during the three-year performance period, and averaged with respect to all three adjusted EPS measurement periods. Our fiscal year 2023 to 2025 adjusted EPS growth maximum goal was 12%. The actual adjusted EPS growth average was 14.7% (excluding Nextracker) over the three-year performance period, resulting in a maximum 200% of target payout for this award.

  99. 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 or scope of responsibilities. 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.

  100. 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 being eligible to defer voluntary contributions, Flex makes annual awards to the NEOs under the NQDC Plan, the key terms of which are summarized below.

  101. 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), other than Mr. Martinez’s target amount which was 20% of his base salary. • Maximum amount is 37.5% (25% for Mr. Martinez) 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 fixed and 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. |

  102. 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.

  103. Non-qualified Deferred Compensation Awards

    | | 2025 Proxy Statement 58 |

  104. Compensation Arrangements for Chief Financial Officer — Mr. Krumm

    | Pay Element | Value | Note | | Annual Base Salary | $832,000 | | | Annual Bonus Target | 115% of base salary | • Actual payout levels for fiscal year 2025 pro-rated and dependent upon Company performance and in accordance with the terms of the annual incentive bonus plan | | Target Annual LTI Grant | $2,900,000 | • Mr. Krumm did not receive an annual LTI grant in fiscal year 2025. He will participate in the fiscal year 2026 LTI program. Annual LTI grant design is the same as for other NEOs. | | Deferred Compensation Plan – Initial, One-Time Company Contribution | $416,000 (50% of base salary) | • Per the terms of our Deferred Compensation Plan, new executive officer hires are credited with an initial funding contribution equal to 50% of salary, which cliff vests on the fourth anniversary of funding date | | Deferred Compensation Plan – Annual Company Contribution | Target is 30% of base salary | • Participation on the same terms as the other NEOs, as described in the section entitled “Benefits.” Half of the 30% contribution target will be performance-based (tied to the funding of our bonus plan). |

  105. Compensation Arrangements for Chief Financial Officer — Mr. Krumm

    In order to compensate Mr. Krumm for a portion of his in-cycle bonus and unvested equity awards that were forfeited from his former employer when he joined Flex, a buy-out was delivered with a total value of $9.3 million. The total value of buy-out compensation elements listed below was lower than the value of forfeited compensation at Mr. Krumm’s prior employer as of the date of his resignation. The buy-out was delivered in the form of a cash bonus and time-vested RSUs to offset Mr. Krumm’s forfeiting of substantial incentive value at his prior employer which was not replaced by Flex.

  106. Compensation Arrangements for Chief Financial Officer — Mr. Krumm

    | Pay Element | Value | Purpose and Explanation | | Cash Sign-on | $3,500,000 | • Buy-out of forfeited cash bonus plus a portion of the value of equity scheduled to vest within 12 months of hire that was forfeited upon leaving prior employer • Mr. Krumm is required to repay this bonus if, within 24 months of the employment commencement date, either he voluntarily terminates his employment with the Company (other than for “good reason”) or the Company terminates his employment for “cause” (as such terms are defined in the Company’s Executive Severance Plan) | | RSU Sign-on | $5,800,000 | • Partial buy-out of value of equity forfeited upon leaving prior employer • RSUs vest in three substantially equal annual installments on the first three anniversaries of the grant date, subject to continued employment through each vesting date | | Total | $9,300,000 | |

  107. Compensation Arrangements in Connection with Promotion of Chief Commercial Officer — Mr. Hartung

    Compensation Arrangements in Connection with Promotion of Chief Commercial Officer — Mr. Hartung As previously disclosed, on August 15, 2024, the Board, upon the Committee’s recommendation, approved the following compensation changes for Mr. Hartung in connection with his promotion to the role of Chief Commercial Officer: (i) an increase in the annual incentive bonus target from 100% to 110% of Mr. Hartung’s base salary, and (ii) a $500,000 increase in the target value of his long-term incentive award value for the 2025 fiscal year from $1.8 million to $2.3 million. Mr. Hartung received the above increase in long-term equity award value via a service-based RSU award granted on August 15, 2024 with a grant date fair value of $500,000, which will vest, subject to Mr. Hartung’s continued employment with the Company, in three equal installments on the first three anniversaries of the grant date. See section above titled “Other Long-Term Incentive Compensation Awards Granted during FY25.”

  108. Compensation Arrangements for Interim Chief Financial Officer — Mr. Martinez

    Compensation Arrangements for Interim Chief Financial Officer — Mr. Martinez Mr. Martinez served as Interim Chief Financial Officer from August 1, 2024 until Mr. Krumm joined the company as Chief Financial Officer on January 6, 2025. Following the end of his tenure as Interim Chief Financial Officer, Mr. Martinez returned to his previous position as Senior Vice President, Finance. As previously disclosed, in connection with Mr. Martinez serving as Interim Chief Financial Officer, the Board, upon the recommendation of the Compensation and People Committee, approved the payment of a monthly cash payment incremental to his base salary of $50,000 while serving as Interim Chief Financial Officer and a one-time service-based RSU award with a grant date fair value of $300,000 which will vest in two equal installments on the first two anniversaries of the grant date, subject to continued employment. See section above titled “Other Long-Term Incentive Compensation Awards Granted during FY25.”

  109. Termination and Change of Control Arrangements

    Termination and Change of Control Arrangements The Board and the Compensation and People Committee believe that severance and change of control arrangements are important components of the overall executive compensation program for our NEOs. Severance arrangements foster a stable work environment, and we use them primarily to attract and retain individuals with the requisite experience and ability to drive our success. Change of control provisions help to secure the continued employment and dedication of our NEOs, to reduce any concern that they might have regarding their own continued employment prior to or following a change of control of Flex and to promote continuity of management during a corporate transaction. Accordingly, we maintain certain arrangements, described below, pursuant to which the NEOs are entitled to certain severance and change of control protections. The benefits under these arrangements are described and quantified under the section titled “Executive Compensation—Potential Payments Upon Termination or Change of Control.” We are not a party to an employment agreement with any of our current NEOs. During fiscal year 2025, the Compensation and People Committee, with the assistance of FW Cook, undertook a review of Flex’s existing severance and change of control arrangements in order to ensure that these arrangements remain effective and aligned with the market in which Flex competes for talent. As a result of that review, the Compensation and People Committee recommended to the Board that the Flex Ltd. Executive Severance Plan (the “Executive Severance Plan”), the offer letter with our CEO, and the Flex Ltd. 2017 Equity Incentive Plan (as amended and restated in 2023, and as subsequently amended, the “2017 Equity Incentive Plan”) be amended to better align the severance protections for participating Flex executives with market practices for an involuntary termination of employment without cause (and not as a result of death or disability) or for good reason (a “qualifying termination”) that occurs within 24 months after a change of control of Flex (which are described in more detail under the section below titled “Executive Compensation—Potential Payments Upon Termination or Change of Control-Double-Trigger Vesting Upon a Change of Control”). The Compensation and People Committee determined that no material changes were necessary to the general severance protections applicable to our NEOs for a qualifying termination independent of a change of control. Accordingly, on March 5, 2025, the Board, upon the recommendation of the Compensation and People Committee, approved the amendment and restatement of the Executive Severance Plan, a corresponding amendment to the offer letter dated February 7, 2019 with our CEO, and an amendment to the 2017 Equity Incentive Plan to implement certain changes to the change of control provisions for our NEOs. Consistent with peer group and market practices and recognizing the importance of ensuring the focus and commitment of our executive team in the event of change of control, the amended and restated Severance Plan provides enhanced severance protections to our NEOs for a qualifying termination that occurs within 24 months after a change of control, and the amendment to the 2017 Plan establishes specific default rules for the

  110. Termination and Change of Control Arrangements

    | | 2025 Proxy Statement 61 |

  111. Termination and Change of Control Arrangements

    treatment of Flex equity awards that are converted, assumed or replaced in connection with a change of control and that vest upon a qualifying termination within 24 months after the change of control. Prior to the amendment and restatement of the Executive Severance Plan and the amendment of her offer letter, our CEO did not participate in the Executive Severance Plan, and her severance protections instead were defined under her offer letter. Effective March 5, 2025, the CEO’s offer letter no longer defines any separate severance protections for the CEO and instead provides that the CEO is a participant in the amended and restated Executive Severance Plan. The following chart describes the benefits that would be provided to our NEOs under the amended and restated Executive Severance Plan and the amended 2017 Equity Incentive Plan in the event of a qualifying termination generally (that is, a qualifying termination outside a change of control), and the benefits that would be provided in the event of a qualifying termination within 24 months after a change of control. Benefits under the Executive Severance Plan are contingent upon the participant entering into and complying with the terms of a transition agreement (“Transition Agreement”) and/or a release of claims, including any customary non-competition, non-solicitation, non-disclosure, non-disparagement, and cooperation provisions:

  112. Termination and Change of Control Arrangements

    | Executive Severance Plan Termination Benefit | General Severance Provisions (Qualifying Termination Outside a Change of Control) | Change of Control Severance Provisions (Qualifying Termination within 24 Months after a Change of Control) | | Salary and Bonus | • For the CEO, two years’ continued payment of base salary and two years of her target annual bonus amount • For the other NEOs, base salary continuation during the transition period provided in the Transition Agreement, and a pro-rated annual bonus for the fiscal year in which the transition period begins, based on actual performance through the end of the fiscal year | • For the CEO, lump sum payment of 2.99 times the sum of base salary and target annual bonus amount • For the other NEOs, lump sum payment of two times the sum of base salary and target annual bonus amount | | Equity and Deferred Compensation (NQDC) Vesting | • For the CEO, two years’ continued vesting of outstanding equity awards and deferred compensation awards • For the other NEOs: • Outstanding equity awards (including, but not limited to, time-based RSUs and PSUs), and deferred compensation awards continue vesting during the transition period, and • Following the transition period, accelerated vesting of RSUs (but not PSUs) and deferred compensation awards that would have vested during the one-year period following the transition period, subject to the participant signing an additional release of claims and compliance with post-termination covenants under the Transition Agreement | • For the CEO and other NEOs, accelerated vesting of any unvested service-based equity awards in accordance with the 2017 Equity Incentive Plan and accelerated vesting of any unvested deferred compensation. PSU vesting will accelerate with funding based upon actual performance for completed periods during the measurement period and target performance for unfinished periods during the measurement period | | Benefits Continuation | • For the CEO, benefits coverage continuation for two years • For the other NEOs, benefits coverage continuation for duration of transition period provided in the Transition Agreement | • For the CEO, benefits coverage continuation for three years • For the other NEOs, benefits coverage continuation for two years |

  113. Termination and Change of Control Arrangements

    | | 2025 Proxy Statement 62 |

  114. 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.

  115. 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 with funding 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 • The retirement provision is not applicable to the supplemental RSU and PSU awards granted to Mr. Tan and Mr. Hartung on September 25, 2024 |

  116. 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. |

  117. Summary Compensation Table

    Summary Compensation Table

  118. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(4) | Bonus ($)(5) | Share Awards ($)(6) | Non-Equity Incentive Plan Compensation ($)(7) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(8) | All Other Compensation ($)(9) | Total ($)(10) | | Revathi Advaithi Chief Executive Officer | 2025 | 1,326,183 | — | 11,353,074 | 3,156,726 | 80,649 | 505,504 | 16,422,136 | | | 2024 | 1,325,000 | — | 11,382,142 | 1,858,313 | 73,545 | 479,251 | 15,118,250 | | | 2023 | 1,325,000 | — | 11,020,718 | 2,815,671 | 26,607 | 409,914 | 15,597,911 | | Kevin Krumm Chief Financial Officer(1) | 2025 | 198,545 | 3,500,000 | 5,799,990 | 310,584 | 2,706 | 457,217 | 10,269,043 | | Paul R. Lundstrom Former Chief Financial Officer | 2025 | 245,000 | — | 2,676,077 | — | 13,773 | 7,452 | 2,942,302 | | | 2024 | 735,000 | — | 2,682,924 | 727,650 | 223,232 | 263,308 | 4,632,114 | | | 2023 | 731,250 | — | 2,727,636 | 1,041,267 | — | 229,482 | 4,729,635 | | Jaime Martinez Interim Chief Financial Officer(2) | 2025 | 390,564 | 300,000 | 797,336 | 259,451 | 13,701 | 81,757 | 1,842,810 | | Hooi Tan Chief Operating Officer(3) | 2025 | 723,333 | — | 7,086,812 | 1,148,812 | 16,785 | 234,150 | 9,209,893 | | | 2024 | 700,000 | — | 2,167,992 | 731,500 | 56,846 | 270,977 | 3,927,315 | | | 2023 | 700,000 | — | 1,983,721 | 991,683 | 37 | 169,244 | 3,844,685 | | Michael P. Hartung President, Chief Commercial Officer | 2025 | 735,000 | — | 7,046,151 | 1,099,657 | 44,469 | 223,156 | 9,148,433 | | | 2024 | 735,000 | — | 1,951,184 | 548,237 | 37,816 | 262,672 | 3,534,909 | | | 2023 | 731,250 | — | 1,983,721 | 1,152,627 | 14,675 | 228,846 | 4,111,119 | | Scott Offer Executive Vice President, General Counsel | 2025 | 663,000 | — | 1,946,182 | 957,306 | 58,502 | 202,292 | 3,827,282 | | | 2024 | 663,000 | — | 1,951,184 | 563,550 | 81,251 | 239,141 | 3,498,126 | | | 2023 | 659,000 | — | 1,983,721 | 853,878 | — | 207,288 | 3,703,887 |

  119. Summary Compensation Table

    | (1) Mr. Krumm was appointed as Chief Financial Officer effective January 6, 2025. | | (2) Mr. Martinez served as the Company’s Interim Chief Financial Officer from August 1, 2024 until January 5, 2025. | | (3) A portion of Mr. Tan’s compensation in fiscal year 2025 was paid in Singapore dollars. We converted such amounts to U.S. dollars using a conversion rate of 1.34, which is the average of the monthly translation rates for fiscal year 2025. | | (4) 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. | | (5) The amount shown for Mr. Krumm is a sign-on bonus paid upon commencement of employment with the Company, which he is required to repay if, within 24 months of the employment commencement date, he either voluntarily terminates his employment with the Company (other than for “good reason”) or the Company terminates his employment for “cause” (as such terms are defined in the Company’s Executive Severance Plan). The amount shown for Mr. Martinez is the monthly cash payment incremental to his base salary that he received while he served in the Interim Chief Financial Officer role. |

  120. Summary Compensation Table

    | | 2025 Proxy Statement 66 |

  121. Summary Compensation Table

    | (6) 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 2023, 2024 and 2025, 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 2025: 164,216 PSUs or $6,103,088 for Ms. Advaithi; 38,708 PSUs or $1,438,582 for Mr. Lundstrom; 7,194 PSUs or $267,365 for Mr. Martinez; 108,548 PSUs or $3,636,822 for Mr. Tan; 100,728 PSUs or $3,346,192 for Mr. Hartung; and 28,150 PSUs or $1,046,195 for Mr. Offer. The maximum number of shares for the adjusted EPS growth PSUs are as follows for fiscal year 2025: 164,216 PSUs or $5,249,986 for Ms. Advaithi; 38,708 PSUs or $1,237,495 for Mr. Lundstrom; 7,194 PSUs or $229,992 for Mr. Martinez; 181,126 PSUs or $5,749,955 for Mr. Tan; 173,306 PSUs or $5,499,949 for Mr. Hartung; and 28,150 PSUs or $899,956 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, 2025. | | (7) The amounts in this column represent incentive cash bonuses earned in fiscal year 2025. For additional information, see the section titled “Compensation Discussion and Analysis—Fiscal Year 2025 Executive Compensation—Incentive Bonus Plan” of this proxy statement. | | (8) 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 2025.” Amounts previously reported in this column of the Summary Compensation Table for fiscal year 2024 were inadvertently understated as a result of a vendor administrative issue. Accordingly, the amounts reported in this column have been updated to include the previously understated amounts for fiscal year 2024 of $7,153 for Ms. Advaithi; $1,908 for Mr. Lundstrom; $3,635 for Hartung; and $1,761 for Mr. Offer, respectively. | | (9) The following table provides a breakdown of compensation included in the “All Other Compensation” column for fiscal year 2025. |

  122. 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 | 381,488 | 6,841 | — | 117,176 | — | 505,504 | | Kevin Krumm | 422,933 | 1,959 | — | — | 32,325 | 457,217 | | Paul R. Lundstrom | 6,450 | 1,002 | — | — | — | 7,452 | | Jaime Martinez | 80,080 | 1,678 | — | — | — | 81,757 | | Hooi Tan | 206,499 | — | 12,181 | — | 15,470 | 234,150 | | Michael P. Hartung | 217,763 | 5,394 | — | — | — | 223,156 | | Scott Offer | 197,716 | 4,576 | — | — | — | 202,292 |

  123. 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. • 401(k) contributions for Ms. Advaithi and Messrs. Krumm, Lundstrom, Martinez, Hartung, and Offer were $13,800, $6,933, $6,450, $8,303, $13,800 and $13,734, respectively. The amount of $16,388 for Mr. Tan represents the contribution to the Singapore Provident fund. • Deferred compensation plan awards for Ms. Advaithi and Messrs. Martinez, Hartung, and Offer were $367,688, $71,776, $203,963 and $183,983, respectively. Mr. Krumm received a one-time seed-contribution of $416,000 upon hire. | | (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 regarding 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) The amounts in this column represent Mr. Krumm’s relocation expenses incurred in fiscal year 2025 and Mr. Tan’s expenses related to visa/ immigration services. |

  124. Summary Compensation Table

    | (10) Total amounts may not add up due to rounding. |

  125. Summary Compensation Table

    | | 2025 Proxy Statement 67 |

  126. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table presents information about non-equity incentive plan awards and RSU and PSU awards that we granted in our 2025 fiscal year to our NEOs. We did not grant any stock options to our NEOs during our 2025 fiscal year.

  127. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | 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 | 6/12/2024(5) | | | | 41,054 | 82,108 | 164,216 | | 2,624,993 | | | 6/12/2024(6) | | | | 20,527 | 82,108 | 164,216 | | 3,478,095 | | | 6/12/2024 | | | | | | | 164,216 | 5,249,986 | | | | 808,913 | 2,186,250 | 4,372,500 | | | | | | | Kevin Krumm | 1/6/2025 | | | | | | | 143,245 | 5,799,990 | | Paul R. Lundstrom | 6/12/2024(5) | | | | 9,677 | 19,354 | 38,708 | | 618,747 | | | 6/12/2024(6) | | | | 4,839 | 19,354 | 38,708 | | 819,835 | | | 6/12/2024 | | | | | | | 38,708 | 1,237,495 | | | | 299,145 | 808,500 | 1,617,000 | | | | | | | Jaime Martinez | 6/12/2024(5) | | | | 1,798 | 3,597 | 7,194 | | 114,996 | | | 6/12/2024(6) | | | | 899 | 3,597 | 7,194 | | 152,369 | | | 6/12/2024 | | | | | | | 7,194 | 229,992 | | | 8/15/2024 | | | | | | | 9,478 | 299,979 | | | | 299,145 | 808,500 | 1,617,000 | | | | | | | Hooi Tan | 6/12/2024(5) | | | | 8,992 | 17,985 | 35,970 | | 574,980 | | | 6/12/2024(6) | | | | 4,496 | 17,985 | 35,970 | | 761,845 | | | 6/12/2024 | | | | | | | 35,971 | 1,149,993 | | | 9/25/2024(7) | | | | 36,289 | 72,578 | 145,156 | | 2,299,997 | | | 9/25/2024 | | | | | | | 72,578 | 2,299,997 | | | | 284,900 | 770,000 | 1,540,000 | | | | | | | Michael P. Hartung | 6/12/2024(5) | | | | 7,037 | 14,075 | 28,150 | | 449,978 | | | 6/12/2024(6) | | | | 3,518 | 14,075 | 28,150 | | 596,217 | | | 6/12/2024 | | | | | | | 28,151 | 899,987 | | | 8/15/2024 | | | | | | | 15,797 | 499,975 | | | 9/25/2024(7) | | | | 36,289 | 72,578 | 145,156 | | 2,299,997 | | | 9/25/2024 | | | | | | | 72,578 | 2,299,997 | | | | 251,370 | 735,000 | 1,470,000 | | | | | | | Scott Offer | 6/12/2024(5) | | | | 7,037 | 14,075 | 28,150 | | 449,978 | | | 6/12/2024(6) | | | | 3,518 | 14,075 | 28,150 | | 596,217 | | | 6/12/2024 | | | | | | | 28,151 | 899,987 | | | | 245,310 | 663,000 | 1,326,000 | | | | | |

  128. Grants of Plan-Based Awards in Fiscal Year 2025

    | (1) These amounts show the range of possible payouts under our cash incentive programs for fiscal year 2025. 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 37.2% of target payout levels for all NEOs 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 2025 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 2025 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 2025 under the 2017 Equity Incentive Plan. The adjusted EPS growth PSUs granted on June 12, 2024 cliff vest after three years, with the vesting based upon a yearly EPS measurement period and averaged over the performance period. The PSUs granted on September 25, 2024 vest in two equal installments on the first and second anniversaries of the completion of the three-year performance period which is based upon a three-year compound annual growth rate, or CAGR. The maximum payout for each executive officer represents 200% of the target payout levels. The threshold payout for these 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 2025 Executive Compensation—Long-Term Share-Based Incentive Compensation” of this proxy statement. |

  129. Grants of Plan-Based Awards in Fiscal Year 2025

    | | 2025 Proxy Statement 68 |

  130. Grants of Plan-Based Awards in Fiscal Year 2025

    | (3) Shows the number of service-based RSUs granted in fiscal year 2025 under the 2017 Equity Incentive Plan. For each NEO, the RSUs vest in three annual installments at a rate of 33% per year, other than (i) the RSUs granted on August 15, 2024 to Mr. Martinez which vest in two equal annual installments and (ii) the RSUs granted on September 25, 2024 to Mr. Tan and Mr. Hartung which cliff vest on the third anniversary of the grant date, and provided in all cases 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 2025. 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, 2025. | | (5) This row shows the adjusted EPS growth PSUs. | | (6) This row shows the rTSR PSUs. | | (7) This row shows the PSUs based on a three-year CAGR granted to Mr. Tan and Mr. Hartung on September 25, 2024. |

  131. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information about outstanding share awards held by our NEOs as of March 31, 2025. The table shows information about: (i) service-based RSUs and (ii) PSUs. Mr. Lundstrom had no outstanding equity awards as of March 31, 2025. The market value of the share awards is based on the closing price of our Ordinary Shares as of March 31, 2025, which was $33.08. 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, 2025. 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 2025 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 | 128,017(2) | 4,234,802 | 384,050(9) | 12,704,374 | | | 170,042(2) | 5,624,989 | 255,062(10) | 8,437,451 | | | 164,216(2) | 5,432,265 | 164,216(11) | 5,432,265 | | | 384,050(3) | 12,704,374 | 127,531(12) | 4,218,725 | | | | | 82,108(13) | 2,716,133 | | Kevin Krumm | 143,245(4) | 4,738,545 | | | | Jaime Martinez | 4,546(5) | 150,382 | 13,638(9) | 451,145 | | | 7,391(5) | 244,494 | 11,088(10) | 366,791 | | | 7,194(5) | 237,978 | 7,194(11) | 237,978 | | | 9,478(5) | 313,532 | 5,544(12) | 183,396 | | | 13,638(3) | 451,145 | 3,597(13) | 118,989 | | Hooi Tan | 23,043(6) | 762,262 | 69,130(9) | 2,286,820 | | | 32,389(6) | 1,071,428 | 48,582(10) | 1,607,093 | | | 35,971(6) | 1,189,921 | 35,970(11) | 1,189,888 | | | 72,578(6) | 2,400,880 | 24,291(12) | 803,546 | | | 69,130(3) | 2,286,820 | 17,985(13) | 594,944 | | | | | 72,578(14) | 2,400,880 | | Michael P. Hartung | 23,043(7) | 762,262 | 69,130(9) | 2,286,820 | | | 29,149(7) | 964,249 | 43,724(10) | 1,446,390 | | | 28,151(7) | 931,235 | 28,150(11) | 931,202 | | | 15,797(7) | 522,565 | 21,862(12) | 723,195 | | | 72,578(7) | 2,400,880 | 14,075(13) | 465,601 | | | 69,130(3) | 2,286,820 | 72,578(14) | 2,400,880 |

  133. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 2025 Proxy Statement 69 |

  134. Outstanding Equity Awards at 2025 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 | 23,043(8) | 762,262 | 69,130(9) | 2,286,820 | | | 29,149(8) | 964,249 | 43,724(10) | 1,446,390 | | | 28,151(8) | 931,235 | 28,150(11) | 931,202 | | | 69,130(3) | 2,286,820 | 21,862(12) | 723,195 | | | | | 14,075(13) | 465,601 |

  135. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) This column includes rTSR PSUs and adjusted growth EPS PSUs granted in fiscal years 2023, 2024 and 2025 under the 2017 Equity Incentive Plan. Vesting of the rTSR PSUs granted in fiscal years 2023, 2024 and 2025 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 2023, 2024 and 2025 to all NEOs is based upon the Company’s adjusted EPS growth over the yearly measurement period and averaged over the 3-year performance period. Vesting of the adjusted EPS growth PSUs granted in fiscal year 2025 to Mr. Tan and Mr. Hartung is based upon the Company’s three-year compound annual growth rate, or CAGR. | | (2) 128,017 shares vest on June 1, 2025; 170,042 shares vest at a rate of 85,021 shares per year for two years, with the first vesting date on June 14, 2025; and 164,216 shares vest at a rate of 54,738 shares per year for three years, with the first vesting date on June 12, 2025. | | (3) Actual results for adjusted growth EPS PSUs to pay out on May 9, 2025. | | (4) 143,245 shares vest at a rate of 47,748 shares per year for three years, with the first vesting date on January 6, 2026. | | (5) 4,546 shares vest on June 10, 2025; 7,391 shares vest at a rate of 3,696 shares per year for two years, with the first vesting date on June 15, 2025; 7,194 shares vest at a rate of 2,398 shares per year for three years, with the first vesting date on June 12, 2025; and 9,478 shares vest at a rate of 4,739 shares per year for two years, with the first vesting date on August 15, 2025. | | (6) 23,043 shares vest on June 1, 2025; 32,389 shares vest at a rate of 16,194 shares per year for two years, with the first vesting date on June 14, 2025; 35,971 shares vest at a rate of 11,990 shares per year for three years, with the first vesting date on June 12, 2025; and 72,578 shares vest on September 25, 2027. | | (7) 23,043 shares vest on June 1, 2025; 29,149 shares vest at a rate of 14,575 shares per year for two years, with the first vesting date on June 14, 2025; 28,151 shares vest at a rate of 9,383 shares per year for three years, with the first vesting date on June 12, 2025; 15,797 shares vest at a rate of 5,265 shares per year for three years, with the first vesting date on August 15, 2025; and 72,578 shares vest on September 25, 2027. | | (8) 23,043 shares vest on June 1, 2025; 29,149 shares vest at a rate of 14,575 shares per year for two years, with the first vesting date on June 14, 2025; and 28,151 shares vest at a rate of 9,383 shares per year for three years, with the first vesting date on June 12, 2025. | | (9) Unvested rTSR PSUs to vest on June 1, 2025 assuming a maximum payout. | | (10) Unvested rTSR PSUs to vest on June 14, 2026 assuming a maximum payout. | | (11) Unvested rTSR PSUs to vest on June 12, 2027 assuming a maximum payout. | | (12) Unvested adjusted EPS growth PSUs to vest in May 2026 assuming a target payout. | | (13) Unvested adjusted EPS growth PSUs to vest in May 2027 assuming a target payout. | | (14) Unvested adjusted EPS growth PSUs to vest 50% on March 31, 2028 and 50% on March 31, 2029, assuming a target payout. |

  136. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 2025 Proxy Statement 70 |

  137. Pension Benefits in Fiscal Year 2025

    Pension Benefits in Fiscal Year 2025 Our NEOs do not receive any compensation in the form of pension benefits.

  138. Nonqualified Deferred Compensation in Fiscal Year 2025

    Nonqualified Deferred Compensation in Fiscal Year 2025 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. Under the 2010 Deferred Compensation 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% (up to 25% in the case of Mr. Martinez) 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 installments 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 2025 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 2025 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 2025, Ms. Advaithi and Messrs. Hartung, Tan, Lundstrom and Offer each received deferred cash awards with a value that averaged approximately 28% of their respective fiscal year 2024 base salaries, and Mr. Martinez received a deferred cash award with a value of 18.5% of his fiscal year 2024 salary.

  139. Nonqualified Deferred Compensation in Fiscal Year 2025

    | | 2025 Proxy Statement 71 |

  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 | — | 367,688 | 80,649 | (281,161) | 1,797,871 | | Kevin Krumm | — | 416,000 | 2,706 | — | 418,706 | | Paul R. Lundstrom | — | 247,831 | 221,324 | — | 1,180,160 | | Jaime Martinez | — | 71,776 | 13,701 | — | 297,377 | | Hooi Tan | — | 194,250 | 16,785 | (58,211) | 661,971 | | Michael P. Hartung | — | 203,963 | 44,469 | (58,378) | 1,018,631 | | Scott Offer | 76,908 | 183,983 | 58,502 | (153,832) | 949,377 |

  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 2025 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. Lundstrom is as of July 31, 2024, his resignation date. 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., $412,906). No other NEOs are voluntarily contributing to the 2010 Deferred Compensation Plan. The aggregate balance at fiscal year-end through 2024 is in the amounts of $1,630,695 for Ms. Advaithi, $1,182,068 for Mr. Lundstrom, $211,900 for Mr. Martinez, $509,146 for Mr. Tan, $828,577 for Mr. Hartung, and $860,723 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 the Executive Severance Plan, the 2010 Deferred Compensation Plan and the 2017 Equity Incentive Plan.

  144. Double-Trigger Vesting Upon a Change of Control

    | • | Outstanding equity awards with vesting based solely upon continued employment (or other service), such as RSUs, will vest in full immediately upon the participant’s Involuntary Termination of Service (and any stock options or stock appreciation rights will become fully exercisable and remain exercisable for 90 days after the Involuntary Termination of Service, but not beyond the latest date that the stock option or stock appreciation right could have expired in accordance with its original terms under any circumstances); and | | • | Outstanding equity awards with vesting based in whole or in part upon the achievement of performance goals, such as rTSR PSUs and EPS growth PSUs, will vest in full (i) at the “target” level of performance, to the extent that the applicable performance period (or any portion of the performance period that is designated as a separate measurement period) has not been completed as of the participant’s Involuntary Termination of Service, or (ii) based upon the actual level of achievement of the applicable performance goals during the applicable performance period (or any portion of the performance period that is designated as a separate measurement period), to the extent that such period has been completed as of the participant’s Involuntary Termination of Service. |

  145. Executive Severance Plan

    | • | For the CEO, two years’ continued vesting of outstanding equity awards and deferred compensation awards, or for the other NEOs, continued vesting of outstanding equity awards during the transition period and accelerated vesting following the transition period of RSUs and deferred compensation awards that would have vested during the one-year period following the transition period; and | | • | Benefits coverage continuation for two years (for the CEO) or during the transition period (for the other NEOs). |

  146. Potential Payments Upon Termination or Change of Control as of March 31, 2025

    Potential Payments Upon Termination or Change of Control as of March 31, 2025 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 Executive Severance Plan, (iv) retirement, or (v) death or disability. Calculations for this table assume that the triggering event took place on March 31, 2025, the last business day of fiscal year 2025, and are based on the price per share of our Ordinary Shares on such date, which was $33.08. The following table does not include potential payouts under our NEOs’ nonqualified deferred compensation plans relating to vested benefits. Mr. Lundstrom who resigned on July 31, 2024 is excluded from this table.

  147. Potential Payments Upon Termination or Change of Control as of March 31, 2025

    | Name | Change in Control with Termination ($)(1) | Change in Control and No Assumption of Award ($)(2) | Involuntary Termination without Cause or Voluntary Termination for Good Reason ($)(3) | Retirement ($)(4) | Death or Disability ($)(5) | | Revathi Advaithi | | | | | | | Base Salary Continuation | 3,961,750 | — | 2,650,000 | — | — | | Benefits Continuation | 97,919 | — | 65,280 | — | — | | Bonus Payments | 6,536,888 | — | 4,372,500 | — | 3,156,726 | | Vesting of Deferred Compensation | 1,419,527 | — | 934,938 | — | 1,797,871 | | Vesting of Service-based RSUs | 15,292,057 | 15,292,057 | 13,481,291 | — | 15,292,057 | | Vesting of Performance-based RSUs | 42,285,172 | 42,285,172 | 35,947,529 | — | 31,939,435 | | Total(6) | 69,593,312 | 57,577,229 | 57,451,537 | — | 52,186,089 | | Kevin Krumm | | | | | | | Base Salary Payment Continuation | 1,664,000 | — | 832,000 | — | — | | Benefits Continuation | 56,647 | — | 28,323 | — | — | | Bonus Payments | 1,913,600 | — | 310,584 | — | 310,584 | | Vesting of Deferred Compensation | — | — | — | — | 418,706 | | Vesting of Service-based RSUs | 4,738,545 | 4,738,545 | 3,159,008 | — | 4,738,545 | | Total(6) | 8,372,791 | 4,738,545 | 4,329,915 | — | 5,467,835 | | Jaime Martinez | | | | | | | Base Salary Payment Continuation | 900,000 | — | 450,000 | — | — | | Benefits Continuation | 49,850 | — | 24,925 | — | — | | Bonus Payments | 495,000 | — | 259,451 | — | 259,451 | | Vesting of Deferred Compensation | 223,536 | — | 122,330 | — | 297,377 | | Vesting of Service-based RSUs | 946,386 | 946,386 | 867,060 | — | 946,386 | | Vesting of Performance-based RSUs | 1,654,926 | 1,654,926 | 827,099 | — | 1,208,093 | | Total(6) | 4,269,698 | 2,601,312 | 2,550,866 | — | 2,711,306 |

  148. Potential Payments Upon Termination or Change of Control as of March 31, 2025

    | | 2025 Proxy Statement 74 |

  149. Potential Payments Upon Termination or Change of Control as of March 31, 2025

    | Name | Change in Control with Termination ($)(1) | Change in Control and No Assumption of Award ($)(2) | Involuntary Termination without Cause or Voluntary Termination for Good Reason ($)(3) | Retirement ($)(4) | Death or Disability ($)(5) | | Hooi Tan | | | | | | | Base Salary Payment Continuation | 1,470,000 | — | 735,000 | — | — | | Benefits Continuation | 61,923 | — | 30,961 | — | — | | Bonus Payments | 1,617,000 | — | 1,148,812 | — | 1,148,812 | | Vesting of Deferred Compensation | 467,520 | — | 190,313 | — | 661,971 | | Vesting of Service-based RSUs | 5,424,491 | 5,424,491 | 2,626,949 | — | 5,424,491 | | Vesting of Performance-based RSUs | 10,392,225 | 10,392,225 | 4,192,504 | — | 6,166,862 | | Total(6) | 19,433,159 | 15,816,717 | 8,924,539 | — | 13,402,136 | | Michael P. Hartung | | | | | | | Base Salary Payment Continuation | 1,470,000 | — | 735,000 | — | — | | Benefits Continuation | 49,295 | — | 24,648 | — | — | | Bonus Payments | 1,617,000 | — | 1,099,657 | — | 1,099,657 | | Vesting of Deferred Compensation | 808,757 | — | 539,947 | 1,018,631 | 1,018,631 | | Vesting of Service-based RSUs | 5,581,191 | 5,581,191 | 2,695,689 | 3,180,311 | 5,581,191 | | Vesting of Performance-based RSUs | 9,849,372 | 9,849,372 | 4,192,504 | 5,669,647 | 5,942,061 | | Total(6) | 19,375,615 | 15,430,563 | 9,287,445 | 9,868,589 | 13,641,541 | | Scott Offer | | | | | | | Base Salary Payment Continuation | 1,326,000 | — | 663,000 | — | — | | Benefits Continuation | 35,420 | — | 17,710 | — | — | | Bonus Payments | 1,326,000 | — | 957,306 | — | 957,306 | | Vesting of Deferred Compensation | 757,645 | — | 491,589 | 949,377 | 949,377 | | Vesting of Service-based RSUs | 2,657,746 | 2,657,746 | 2,347,324 | 2,657,746 | 2,657,746 | | Vesting of Performance-based RSUs | 7,448,491 | 7,448,491 | 4,192,504 | 5,669,647 | 5,669,647 | | Total(6) | 13,551,303 | 10,106,238 | 8,669,432 | 9,276,771 | 10,234,076 |

  150. Potential Payments Upon Termination or Change of Control as of March 31, 2025

    | (1) The amounts shown represent the estimated value of compensation paid in the event of a participant’s qualifying termination within 24 months after a change of control. In regard to equity, RSUs will immediately vest in full and PSUs will immediately vest as follows: completed cycles will vest based on actual performance and unfinished cycles will vest at target. 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, 2025, the assumed date of the double-trigger event. | | (2) The amounts shown represent the estimated value of the accelerated vesting of RSUs and PSUs following a change of control under the terms of the 2017 Equity Incentive Plan, which assumes that such RSUs and PSUs are not assumed or replaced by the successor corporation or its parent. RSUs will immediately vest in full and PSUs will immediately vest as follows: completed cycles will vest based on actual performance and unfinished cycles will vest at target. 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, 2025, the assumed date of the change of control event. | | (3) The amounts presented represent the estimated value of payments under the Executive Severance Plan contingent upon the participant entering into and adhering to a Transition Agreement and/or a release of claims. The table above illustrates a 12-month transition period (24 months for the CEO) for demonstration purposes; the actual transition period may vary. For PSUs, the reported amounts assume that completed cycles will vest based on the actual performance of those cycles, while uncompleted cycles will vest at target during the transition period. | | (4) For termination of service due to retirement, (i) RSUs will continue to vest until fully vested; (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 completed cycles will vest based on actual performance of completed cycles and at target of unfinished cycles will vest at target. As of the fiscal year ended March 31, 2025, among our NEOs, Mr. Hartung and Mr. Offer were retirement eligible. | | (5) 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. | | (6) Total amounts may not add up due to rounding. |

  151. Potential Payments Upon Termination or Change of Control as of March 31, 2025

    | | 2025 Proxy Statement 75 |

  152. 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, 2025, we had revenues of $25.8 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.

  153. Fiscal Year 2025 Pay Ratio

    Fiscal Year 2025 Pay Ratio

  154. Fiscal Year 2025 Pay Ratio

    | • | The annual total compensation of our median employee among all non-contractor employees (excluding the CEO) was $11,276. | | • | Our CEO’s annual total compensation, as reported in the Summary Compensation Table, was $16,422,136. |

  155. Fiscal Year 2025 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 1,456 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.

  156. 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 (CAP) and certain financial performance measures of the Company for the fiscal years shown.

  157. 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) | | 2025 | 16,422,136 | 26,845,235 | 6,206,627 | 5,141,893 | 543 | 573 | 838 | 2.65 | | 2024 | 15,118,250 | 48,297,494 | 3,898,116 | 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 |

  158. 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 FY25, 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 regard to the CEO’s 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.

  159. Pay Versus Performance

    | Fiscal Year CEO | 2021 | 2022 | 2023 | 2024 | 2025 | | SCT Total Compensation ($) | $11,897,879 | $14,375,624 | $15,597,911 | $15,118,250 | $16,422,136 | | Less: Stock Award Values Reported in SCT for the Covered Year ($) | $8,970,983 | $10,484,149 | $11,020,718 | $11,382,142 | $11,353,074 | | Plus: Fair Value for Stock Awards Granted in the Covered Year ($) | $16,629,811 | $11,372,194 | $16,892,976 | $17,276,728 | $12,272,574 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | $11,080,893 | $1,275,446 | $10,802,925 | $23,895,484 | $7,390,003 | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) | $874,347 | $(28,621) | $(1,987,549) | $3,462,720 | $2,194,246 | | Less: Fair Value as of Prior Fiscal Year End of Stock Awards Forfeited during the Covered Year ($) | $0 | $0 | $0 | $0 | $0 | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | $70,759 | $0 | $26,607 | $73,545 | $80,649 | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | $0 | $0 | $0 | $0 | $0 | | Compensation Actually Paid ($) | $31,441,187 | $16,510,494 | $30,258,936 | $48,297,494 | $26,845,235 |

  160. Pay Versus Performance

    Equity Valuations:

  161. 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. |

  162. Pay Versus Performance

    | | 2025 Proxy Statement 77 |

  163. Pay Versus Performance

    | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | Non-CEO NEOs | See Column (d) Note | 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 | $3,898,116 | $6,206,627 | | Less: Stock Award Values Reported in SCT for the Covered Year ($) | $2,945,442 | $2,262,366 | $2,169,700 | $2,188,321 | $4,225,425 | | Plus: Fair Value for Stock Awards Granted in the Covered Year ($) | $3,982,037 | $2,453,994 | $3,325,800 | $3,321,609 | $3,768,606 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | $1,587,667 | $165,239 | $2,187,616 | $4,471,749 | $709,604 | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) | $2,003,436 | $(270,811) | $(239,733) | $731,844 | $(73,967) | | Less: Fair Value as of Prior Fiscal Year End of Stock Awards Forfeited during the Covered Year ($) | $(870,216) | $0 | $0 | $0 | $(1,218,563) | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | $294,349 | $3,645 | $3,678 | $99,786 | $24,990 | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | $0 | $0 | $0 | $0 | $0 | | Compensation Actually Paid ($) | $8,040,590 | $4,098,165 | $7,197,637 | $10,135,211 | $5,141,893 |

  164. 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:

  165. 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 | | • | FY25: Kevin Krumm, Michael P. Hartung, Scott Offer, Hooi Tan, Paul R. Lundstrom and Jaime Martinez |

  166. Pay Versus Performance

    Column (e). Average “compensation actually paid” for our Non-CEO NEOs in each of FY25, 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 2025, 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 2025, 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, 2025, 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. See Annex A to this proxy statement for a reconciliation of GAAP to non-GAAP financial measures.

  167. Pay Versus Performance

    | | 2025 Proxy Statement 78 |