DEF 14A of Flex Ltd., Jun 24, 2026

DEF 14A of Flex Ltd.

Filed Jun 24, 2026 · FY20260001308179-26-000365

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 currently serve on the Board. The information below reflects the current membership and leadership of each of the Board’s committees.

  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 CEO, 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. Solstice Advanced Materials Inc. | | William D. Watkins + Retired Chief Executive Officer, Imergy Power Systems, Inc. | Yes | 2009 | | | | Nextpower Inc. |

  3. Our Board of Directors

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

  4. Our Board of Directors

    | | 2026 Proxy Statement 5 |

  5. Board of Directors

    Board of Directors Our Board of Directors oversees and guides our strategic and business planning processes, oversees how senior management runs our business, and leads succession planning for our CEO and other key executives. We maintain a board composition that provides effective oversight of our vision, purpose, and mission.

  6. Director Commitments

    Director Commitments When identifying candidates and annually evaluating whether to recommend existing directors for re-election, the Nominating, Governance and Public Responsibility Committee considers whether each director can commit sufficient time to serve effectively on our Board. The Committee reviews each director’s outside commitments, including service on other public company boards. We regularly review the board service policies of our largest shareholders and have set our own policy in the Company’s Guidelines with Regard to Certain Governance Matters (“Governance Guidelines”). Under our policy, unless the Board approves otherwise, our directors may not serve on more than three other public company boards in addition to our Board and directors who are CEOs of public companies may not serve on more than one other public company board. The Board believes this policy helps attract exceptional director candidates while ensuring they have enough time to devote to our Board. All directors comply with our board service policy. Mr. Hurlston serves on our Board pursuant to a Board-approved exception to the policy. In February 2025, Mr. Hurlston became the President, CEO and a director of Lumentum, a designer and manufacturer of optical and photonic products for cloud/AI applications. He also serves on the board of Astera Labs Inc. (“Astera”), a global leader in semiconductor-based connectivity solutions for AI and cloud infrastructure, where he has been a director since 2022 (prior to Astera’s initial public offering in March 2024). The Board carefully reviewed Mr. Hurlston’s time commitments and ability to serve effectively on our Board. After a thorough evaluation, the Board unanimously approved extending his policy exception, concluding that his continued service benefits both the Company and its shareholders. In making this determination, the Board considered the following factors:

  7. Director Commitments

    | • | Relevant Industry Expertise: Mr. Hurlston brings decades of experience as an executive, including as CEO, in the semiconductor and technology industries. His deep knowledge of these sectors, which are directly relevant to Flex’s business, provides valuable strategic insight and operational expertise to our Board. | | • | Demonstrated Commitment and Availability: Mr. Hurlston consistently demonstrates a high level of availability and commitment to our Board. He attended 100% of Board meetings in fiscal year 2026. |

  8. Director Commitments

    | | 2026 Proxy Statement 14 |

  9. Director Commitments

    | • | Active Engagement: Mr. Hurlston is consistently prepared for meetings and provides exemplary participation, as demonstrated by his insightful questions and contributions to Board discussions and decision-making. | | • | Limited Committee Obligations: Mr. Hurlston does not serve on any of the standing committees of our Board, which reduces the additional time demands on his schedule. | | • | Cross-Board Experience: Mr. Hurlston’s service on other public company boards provides him with valuable insights and best practices that enhance his contributions to our Board. | | • | Personal Commitment: Mr. Hurlston has assured our Board that he remains fully committed to dedicating the appropriate time to fulfill his duties as a director. |

  10. Director Commitments

    In addition, before accepting an invitation to serve on the board of any entity, each director is expected to notify the Company and allow a reasonable time for review by the Nominating, Governance and Public Responsibility Committee. The Board will take appropriate action following its review.

  11. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program

  12. Review of Non-Employee Director Compensation Program

    Review of Non-Employee Director Compensation Program The Nominating, Governance and Public Responsibility Committee reviews our non-employee director compensation program annually and recommends any changes to our Board. To inform this review, management compiles director compensation data from our comparison peer group. The committee periodically engages an independent compensation consultant to assist with this review. For information about our peer group, see “Compensation Discussion and Analysis–Executive Compensation Peer Group” on page 45. In fiscal year 2026, the committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) to help the committee assess whether our director compensation, including the Board Chair’s compensation, is competitive with peer company practices. The committee reviewed, among other things, cash compensation levels, the grant date fair value of restricted share unit awards, compensation trends, and share ownership guidelines. Based on this review and FW Cook’s recommendations, the Board approved an increase in the annual discretionary restricted share unit award value from $200,000 to $235,000 (grant date fair market value) for fiscal year 2026.

  13. Components of Non-Employee Director Compensation Program

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

  14. Components of Non-Employee Director Compensation Program

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

  15. Components of Non-Employee Director Compensation Program

    Non-employee directors may elect to receive their annual cash compensation, or any portion thereof, in the form of fully vested, unrestricted shares of the Company. This share election option emphasizes equity compensation, which ties director pay to stock price performance. The Board believes this overall pay mix, which is consistent with peer practices, aligns directors’ interests with those of our shareholders. In addition to their annual compensation, non-employee directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings in person. Directors are also reimbursed for fees to attend continuing education courses, up to $10,000 per director per 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.”

  16. Components of Non-Employee Director Compensation Program

    | | 2026 Proxy Statement 24 |

  17. Director Summary Compensation in Fiscal Year 2026

    | Name | Fees Earned or Paid in Cash ($)(1) | Share Awards ($)(2) | All Other Compensation ($) | Total ($) | | John D. Harris II | 105,000 | 235,000 | — | 340,000 | | Michael E. Hurlston(3) | — | 325,000 | — | 325,000 | | Erin L. McSweeney | 141,000 | 235,000 | — | 376,000 | | Charles K. Stevens, III | 153,000 | 235,000 | — | 388,000 | | Maryrose Sylvester | 117,000 | 235,000 | — | 352,000 | | Lay Koon Tan(4) | 52,500 | 287,500 | 34,505 | 374,505 | | Patrick J. Ward | 120,000 | 235,000 | — | 355,000 | | William D. Watkins(5) | 122,250 | 375,750 | — | 498,000 |

  18. 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 2026 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 2026 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 2026 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.

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

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

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

    | | 2026 Proxy Statement 27 |

  21. 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 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 director candidates. Our Board believes a wide range of viewpoints is essential to effective board deliberations, corporate governance and oversight. We expect all directors to demonstrate high professional and personal ethics, have an understanding of the Company’s business and industry, advanced education, broad business acumen, and strategic thinking. For this year’s election, the Board has nominated nine individuals who bring a variety of skills and experiences to the Board and represent the long-term interests of the Company’s shareholders. Three of our nominees (33%) are women and three nominees (33%) are from underrepresented racial or ethnic groups. Our Board balances the in-depth knowledge of longer-serving directors with the fresh perspectives of newer members. Five of our incumbent director nominees have served on the Board for six years or less. Our nominees’ collective experience covers a wide range of geographic regions and industries. The following matrix highlights the specific experience, skills and qualifications that our director nominees bring to the Company and that are considered when evaluating director candidates.

  22. 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 | | | | | | | | | |

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

    | | 2026 Proxy Statement 28 |

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

    | | | Environmental and Sustainability | Experience in environmental and sustainability topics is instrumental to Flex’s sustainability governance and our position as a sustainability leader. | | | | Human Capital Management | Experience in overseeing workforce strategy, including talent development, succession planning, organizational culture, and compensation. Informs oversight of leadership pipeline, employee engagement, and alignment of talent with strategic priorities. | | | | Global Operations | Experience operating in a global context by managing multinational businesses with complex geographic footprints, regulatory environments, and cross-border operations. Informs board-level perspective on global strategy execution, regional risk, organizational complexity, and the governance of internationally integrated enterprises. | | | | Supply Chain | Experience in supply chain networks, logistics, procurement, and operational execution across distributed manufacturing footprints. Informs oversight of cost structure, resilience, productivity, and the Company’s ability to deliver consistently in dynamic and constrained environments. | | | | 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 enterprise information systems and cybersecurity risks, including threats to data, systems, and digital infrastructure, including as a result of public company board service on a committee with cybersecurity risk oversight responsibilities. Informs oversight of system resilience, data protection, incident preparedness, and enterprise-wide cyber risk management. | | | | Business Development and Strategic Planning | Executive level experience developing and executing strategic initiatives, including market expansion, partnerships, and long-term planning. Informs oversight of enterprise direction, competitive positioning, and alignment between strategy and execution. | | | | Public Company Board Governance | Experience on other public company boards and familiarity with governance frameworks, fiduciary responsibilities, and board best practices in a public company environment. Supports effective oversight, independence, and alignment with shareholder interests. | | | | Financial, Accounting and Audit | Experience in accounting and audit functions and the ability to analyze financial statements and oversee audit processes and budgets provide critical oversight and support of Flex’s public company reporting requirements and responsibility to shareholders and other stakeholders. | | | | Risk and Compliance | Experience identifying, prioritizing, mitigating, and managing enterprise risks, including strategic, operational, and financial risks, allows our Board to effectively fulfill its risk oversight responsibilities and supports resilience and long-term performance. | | | | Industry Leadership | Experience in executive positions within relevant sectors enhances our Board’s ability to oversee management in areas that are fundamental to Flex’s business, strategic plan, and growth. These sectors include advanced manufacturing solutions, data center management and digital infrastructure, automotive, healthcare, and power, energy and electrification. |

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

    | | 2026 Proxy Statement 29 |

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

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

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

    | Revathi Advaithi | | | Chief Executive Officer, Flex Ltd. Director Since: 2019 Age: 58 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) • Various 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, with 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 essential 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 values |

  28. 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: 65 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 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 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 • Public and non-profit board experience and government service experience |

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

    | | 2026 Proxy Statement 30 |

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

    | Michael E. Hurlston | | | President and Chief Executive Officer, Lumentum Holdings Inc. Director Since: 2020 Age: 59 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) • Chief Executive Officer and a member of the board of directors of 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, and extensive leadership and operational experience from senior executive positions at several technology companies • Deep experience in the semiconductor industry provides our Board with valuable perspectives directly relevant to our business • Significant technology and global experience, with advanced degrees in electrical engineering and business administration, and 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 |

  31. 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: 61 INDEPENDENT Board Committee(s): • Compensation and People 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, with 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 |

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

    | | 2026 Proxy Statement 31 |

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

    | Charles K. Stevens, III | | | Retired Executive Vice President and Chief Financial Officer, General Motors Company Director Since: 2018 Age: 66 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 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 provides our Board with valuable perspectives directly relevant to our business • Current and past public company board experience, with particular focus on audit committee service and leadership, including cybersecurity risk oversight experience as a member of audit committees of public company boards tasked with such responsibility |

  34. 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: 60 INDEPENDENT Board Committee(s): • Compensation and People (Chair) • Nominating, Governance and Public Responsibility 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 |

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

    | | 2026 Proxy Statement 32 |

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

    | Lay Koon Tan | | | Retired President, Chief Executive Officer and member of the Board of Directors, STATS ChipPAC Ltd. Director Since: 2012 Age: 67 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 chief executive officer and chief financial officer of leading global technology-based businesses |

  37. 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: 63 INDEPENDENT Board Committee(s): • Audit • Compensation and People Other Public Company Boards: • Corteva, Inc. (since 2019) • Solstice Advanced Materials Inc. (since 2025) | 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, including cybersecurity risk oversight experience as a member of the audit committee of another public company board tasked with such responsibility |

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

    | | 2026 Proxy Statement 33 |

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

    | William D. Watkins, Independent Chair of the Board | | | Retired Chief Executive Officer, Imergy Power Systems, Inc. Director Since: 2009 Age: 73 INDEPENDENT Board Committee(s): • Nominating, Governance and Public Responsibility (Chair) Other Public Company Boards: • Nextpower 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 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 • 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 well suited to serve as the independent Chair of our Board. |

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

    | | 2026 Proxy Statement 34 |

  41. Performance and Company Highlights for Fiscal Year 2026

    The short-term incentive program for the NEOs in fiscal year 2026 used the following financial metrics: revenue, adjusted OP, and adjusted free cash flow (FCF). For fiscal year 2026, we continued our performance share unit (PSU) program tied to relative TSR and adjusted EPS growth 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.

  42. Compensation Highlights for Fiscal Year 2026

    | | No base salary increases for any of our NEOs for FY26. | | | FY26 bonus targets maintained for all of our NEOs. | | | Bonus payouts ranged from 171% to 181% of target for our NEOs. | | | PSU achievements and payouts: Maximum payout of 200% was earned for the PSUs tied to relative total shareholder return (rTSR) covering the three-year performance period ending in fiscal year 2026 (vested in June 2025). Final payout of the rTSR PSUs was based on achieving 75th+ percentile TSR relative to the peer group for the one-, two-, and three-year performance periods, including an absolute three-year TSR growth of 228.45%. For the PSUs tied to adjusted EPS growth, a maximum payout of 200% was earned for the three-year performance period ending on March 31, 2026, based on achieving average adjusted EPS growth of 18.9% (excluding the impacts of acquisitions and divestitures). |

  43. Summary of Compensation Program Changes for Fiscal Year 2026

    | Program Element | Fiscal Year 2026 Design Changes | Rationale for Change | | Long-Term Incentive Equity Award Mix | Increased the weighting of PSUs to 67% (from 50%), and decreased RSUs to 33% (from 50%) | To place a greater emphasis on driving performance and delivering shareholder value | | Long-Term Incentive EPS PSU Payout Scale | Increased the maximum payout potential to 250% of target (from 200%); capped at 200% of target when relative TSR is in the bottom quartile of the peer group | To incentivize exceptional EPS performance over a three-year period, while ensuring payouts are supported by adequate shareholder returns | | Annual Incentive Bonus Metrics | Removed the sustainability modifier from the bonus plan | NEOs and functional leaders incorporate sustainability goals into their individual objectives for the year. This realignment supports coordinated execution across the pillars of our sustainability program and promotes shared, team-based accountability. |

  44. Fiscal Year 2026 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) Excludes Supplemental Equity Award granted to Ms. Advaithi in fiscal year 2026, further described on page 55. | | (3) Represents an average for Messrs. Krumm, Hartung, Tan and Offer. |

  45. Fiscal Year 2026 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 individual goals that can modify bonus payouts. | | Long-Term Incentive | 20% are PSUs that may be earned based on Flex’s TSR relative to 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. 47% 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. PSUs tied to Adjusted EPS growth are capped at 200% of target when relative TSR is in the bottom quartile of the peer group. 33% 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, with 50% of funding fixed and 50% of funding linked to corporate bonus payout achievement. |

  46. 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. • 92% of Ms. Advaithi’s fiscal year 2026 target total direct compensation was at-risk (excluding the one-time supplemental performance-based equity award granted in fiscal 2026) and, on average, 83% of target total direct compensation for our other NEOs 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 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 2026 target total direct compensation, 78% was in the form of long-term incentives, two-thirds of which are linked to the achievement of relative TSR performance or adjusted EPS growth goals (excluding the one-time supplemental performance-based equity award granted in fiscal 2026). On average, 64% of target total direct compensation for our other NEOs was in the form of long-term incentives, tied to achievement of the same objectives as Ms. Advaithi. For additional information on Ms. Advaithi’s one-time supplemental performance-based equity award, see the section titled “Other Long-Term Incentive Compensation Award Granted during FY26” on page 55. • We emphasize the NEOs’ alignment with our shareholders’ long-term interests by enforcing rigorous share ownership guidelines. |

  47. Compensation Philosophy

    | Illustrative Assumptions | Bonus & RSU Payouts | Stock Price | | Low Performance Scenario | 50% of Target | $21.79 (Grant Price -50%) | | High Performance Scenario | 150% of Target | $65.36 (Grant Price +50%) |

  48. 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 largely unchanged from fiscal year 2025, 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 2025, did not result in any peer group changes – Flex continued with the same 14 peer companies as in fiscal year 2025.

  49. Executive Compensation Peer Group

    | | 2026 Proxy Statement 45 |

  50. Executive Compensation Peer Group

    Our peer group for fiscal year 2026 compensation decisions consisted of the following companies:

  51. Executive Compensation Peer Group

    | 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 | |

  52. Executive Compensation Peer Group

    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.

  53. 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 2026 corporate level performance metrics and weightings, which were unchanged from fiscal year 2025, except for the removal of the sustainability modifier, were as follows:

  54. Incentive Bonus Plan

    | Metrics | Fiscal Year 2026 Weightings | | Adjusted OP | 40% | | Adjusted FCF | 35% | | Revenue | 25% | | Individual Performance | Used as an additive modifier (+/– 10%) |

  55. Incentive Bonus Plan

    The adjusted OP, adjusted FCF, and revenue metrics and weightings remained the same from fiscal year 2025 to fiscal year 2026 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 50. 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 our Chief Commercial Officer, Mr. Hartung, was measured at both the Corporate and segment levels – 60% and 40%, respectively. 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 40% weighting for commercial segment performance was split evenly between the Agility and Reliability segments, with performance metrics consisting of adjusted OP and revenue, weighted 60% and 40%, respectively.

  56. Incentive Bonus Plan

    | | 2026 Proxy Statement 47 |

  57. Incentive Bonus Plan

    The Company continued with an individual performance modifier to the incentive bonus plan for fiscal year 2026, which can adjust the final bonus payout +/- 10 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 2026 incentive bonus plan.

  58. 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 and segment levels for the applicable 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 modifier | • Individual performance | • Enables the Committee to differentiate pay based on individual NEO’s performance | | Bonus payments | • Based on achievement of financial performance objectives and individual performance • Target bonus opportunities set at percentage of base salary, based on executive’s level of responsibility • Additive individual performance modifier can adjust bonus payouts by up to +/-10 percentage points • 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 is 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 |

  59. Target Incentive Awards

    Target Incentive Awards Fiscal year 2026 bonus targets for the NEOs as a percent of base salary are shown below. They were not increased from fiscal year 2025.

  60. Target Incentive Awards

    | Name and Title | Fiscal year 2026 Target Bonus (% of Salary) | Fiscal year 2026 Target ($) | | Revathi Advaithi Chief Executive Officer | 165% | 2,186,250 | | Kevin Krumm Chief Financial Officer | 115% | 956,800 | | Hooi Tan Chief Operating Officer | 110% | 808,500 | | Michael P. Hartung President, Chief Commercial Officer | 110% | 808,500 | | Scott Offer Executive Vice President, General Counsel | 100% | 663,000 |

  61. 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 based on the bonus design in his role as President, Chief Commercial Officer. 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.

  62. Incentive Payout for Chief Commercial Officer

    Incentive Payout for Chief Commercial Officer Targets for segment performance measures are treated as confidential and not publicly disclosed. As noted above, Mr. Hartung’s bonus was determined in accordance with the bonus framework for his role as President, Chief Commercial Officer. In addition, upon management’s recommendation, the Compensation and People Committee exercised negative discretion by reducing segment funding under the bonus plan from 176% to 168% (before application of the OP funding factor and individual performance modifier) to better align achievement levels with those of the other NEOs, despite overperformance against both revenue and adjusted OP targets. Taking this into account, along with the OP funding factor and individual performance modifier, Mr. Hartung’s final payout was 180.68% of target.

  63. Incentive Payout for Chief Commercial Officer

    | | 2026 Proxy Statement 50 |

  64. Final Incentive Awards for the NEOs

    Final Incentive Awards for the NEOs The fiscal year 2026 bonus payout levels for our NEOs were as follows:

  65. Final Incentive Awards for the NEOs

    | Name | Fiscal Year 2026 Annual Incentive Bonus Target (Potential Bonus as a percentage of Base Salary) | Fiscal Year 2026 Annual Incentive Actual Bonus ($) | Fiscal Year 2026 Actual Annual Incentive Bonus as a Percentage of Full Year Target Bonus | | Revathi Advaithi | 165% | 3,950,117 | 180.68% | | Kevin Krumm | 115% | 1,728,746 | 180.68% | | Hooi Tan | 110% | 1,460,798 | 180.68% | | Michael P. Hartung | 110% | 1,460,798 | 180.68% | | Scott Offer | 100% | 1,131,608 | 170.68% |

  66. Long-Term Share-Based Incentive Compensation

    Long-Term Share-Based Incentive Compensation In June 2025, the Board, upon the recommendation of the Compensation and People Committee, granted share-based long-term incentives to our senior executives as an incentive to maximize the Company’s long-term performance and drive shareholder value creation. These awards are designed to align the interests of 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, since unvested shares are forfeited if an executive voluntarily leaves the Company. One-third of the long-term incentive value was delivered in the form of service-based RSUs. rTSR PSUs represent 20% of our NEOs’ share-based long-term incentive awards (based on face value of the awards) in fiscal year 2026 and the remaining 47% 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 33/20/47 RSU/rTSR PSU/EPS PSU mix 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 one-third/two-thirds 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 granted in June 2025 under the fiscal year 2026 long-term incentive compensation program, the Board, upon the recommendation of the Compensation and People Committee, granted a performance-based long-term incentive equity award to our CEO for the achievement of rigorous performance goals related to the Company’s data center business. See below section titled “Other Long-Term Incentive Compensation Award Granted During FY26” on page 55.

  67. Restricted Share Unit Awards (RSUs)

    Restricted Share Unit Awards (RSUs) One-third of each NEO’s fiscal year 2026 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 and 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 percent of each NEO’s fiscal year 2026 share-based long-term incentive award is in the form of rTSR PSUs. The rTSR PSU awards granted in fiscal year 2026 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.

  69. rTSR PSUs

    | | 2026 Proxy Statement 51 |

  70. rTSR PSUs

    The use of discrete measurement periods is intended to minimize the potential impact of short-term share price volatility at the end of the performance period. In addition, 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 encourages NEOs to focus on generating long-term shareholder returns and results in payouts that more accurately reflect the shareholder experience over the full three-year cycle. 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 companies in the compensation peer group at the time of selection, together with companies that met all of the following criteria:

  73. rTSR PSUs

    | 1. | Industry membership in Technology Hardware & Equipment (GICS code 4520) and Capital Goods (2010) | | 2. | Trailing four quarter revenue is between 0.2x-to-5.0x Flex’s | | 3. | 12-month average market cap is between 0.2x-to-6.0x Flex’s | | 4. | Three-year average operating margin is 10% or less |

  74. rTSR PSUs

    | | 2026 Proxy Statement 52 |

  75. rTSR PSUs

    Based on the selection methodology listed above, our fiscal year 2026 TSR peer group is comprised of the following:

  76. rTSR PSUs

    | Acer Inc. | GE Vernova, Inc. | Rush Enterprises | | AECOM | Giga-Byte Technology | Sandisk Corporation | | APi Group | GMS | Sanmina Corporation* | | Arrow Electronics, Inc.* | Hewlett Packard Enterprise* | Seagate Technology Holdings plc* | | ASUSTek Computer Inc. | HP Inc. | Spirit AeroSystems | | AtkinsRéalis | Huntington Ingalls Industries | StandardAero | | AUO Corporation | Icahn Enterprises L.P. | Stanley Black & Decker, Inc. | | Avnet, Inc.* | Ingram Micro Holding Corporation | Super Micro Computer, Inc. | | Beacon Roofing Supply, Inc. | Innolux Corporation | Synnex Technology International Corp. | | Bombardier Inc. | Insight Enterprises Inc. | TD SYNNEX Corporation* | | CDW Corporation | Intevac Corporation | Textron Inc.* | | Celestica Inc. | Jabil Inc.* | UFP Industries, Inc. | | Coherent Corp | MasTec Inc. | Walsin Lihwa Corp. | | Comfort Systems USA | Micro-Star International | WESCO International, Inc. | | Compal Electronics, Inc. | Oshkosh Corporation | Western Digital Corporation* | | Corning Incorporated* | PACCAR Inc.* | Wistron Corporation | | Cummins Inc.* | Parker-Hannifin Corporation* | Wiwynn Corp. | | EMCOR Group, Inc. | Pegatron Corporation | WPG Holdings | | Far Eastern New Century | Primoris Services | WSP Global Inc. | | Ferguson Enterprises | Quanta Computer Incorporated | WT Microelectronics Co. Ltd. | | Finning International Inc. | Quanta Services | Xerox Holdings Corporation* | | Fluor Corporation | Resideo Technologies | Zhen Ding Technology |

  77. rTSR PSUs

    | * Denotes an existing compensation peer group company |

  78. 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.

  79. 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 continued focus on achieving our long-term financial strategy. For FY26, these PSUs represent 47% 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 250% of target, based upon Flex’s achievement of adjusted EPS growth targets. Further, to the extent that Flex’s rTSR is in the bottom quartile of the peer group, as described above, EPS Growth PSU funding is capped at 200% of target. In setting the adjusted EPS growth targets, the Compensation and People Committee considered the following inputs:

  80. 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 2026. |

  81. Adjusted EPS Growth PSUs

    Performance is measured over a three-year period in three discrete annual measurements, as illustrated below. Performance for each year is averaged at the end of the three-year period to determine the final percentage of shares that vest (as a percent of target).

  82. Adjusted EPS Growth PSUs

    | | 2026 Proxy Statement 53 |

  83. Adjusted EPS Growth PSUs

    Adjusted EPS growth rates will be calculated using non-GAAP adjustments summarized on page 48 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 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.

  84. Grants During Fiscal Year 2026

    | • | 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. |

  85. Awards Granted under FY26 Long-Term Incentive Compensation Program

    Awards Granted under FY26 Long-Term Incentive Compensation Program The table below summarizes the approved fiscal year 2026 PSU and service-based RSU awards granted in June 2025 to our NEOs under our long-term incentive compensation program.

  86. Awards Granted under FY26 Long-Term Incentive Compensation Program

    | NEO | Target rTSR-Based PSUs (Shares) | Target Adjusted EPS Growth- Based PSUs (Shares) | Service-Based RSUs (Shares) | Target Total Equity Award Value ($) | | Revathi Advaithi | 57,378 | 134,840 | 94,675 | 12,500,000 | | Kevin Krumm | 13,311 | 31,282 | 21,964 | 2,900,000 | | Hooi Tan | 13,311 | 31,282 | 21,964 | 2,900,000 | | Michael P. Hartung | 13,311 | 31,282 | 21,964 | 2,900,000 | | Scott Offer | 12,164 | 28,586 | 20,071 | 2,650,000 |

  87. Awards Granted under FY26 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 ultimately earned will depend on Flex’s multi-year TSR performance relative to the TSR peer group, its adjusted EPS growth performance, as well as its stock price performance.

  88. Awards Granted under FY26 Long-Term Incentive Compensation Program

    | | 2026 Proxy Statement 54 |

  89. Other Long-Term Incentive Compensation Award Granted During FY26

    Other Long-Term Incentive Compensation Award Granted During FY26 On June 19, 2025, the Board of Directors, upon the recommendation of its Compensation and People Committee, approved the grant of a one-time supplemental equity award (the “Supplemental Equity Award”) to the Company’s CEO Revathi Advaithi. The grant is 100% performance-based with a target value of $25 million and can only be earned for the achievement of highly rigorous goals for the Company’s data center business over a multi-year period, with funding subject to a payout cap tied to the Company’s rTSR for further accountability to our shareholders. Rationale and Considerations for Granting the Supplemental Equity Award The Committee and the Board determined that granting this one-time Supplemental Equity Award is in the best interests of the Company and its shareholders and that the amount and terms of the award have been carefully tailored to fit the Company’s strategic objective of growing its data center business which is a key opportunity for Flex, as well as the Company’s consistent long-term goal of incremental shareholder value creation. The Supplemental Equity Award was approved with the advice and input of the Committee’s independent compensation consultant, which included a review of relevant benchmarking data.

  90. Award Size and Structure

    Award Size and Structure The Supplemental Equity Award for Ms. Advaithi has a grant date fair value at target of $25 million and consists entirely of at-risk PSUs. The Supplemental Equity Award cliff vests after performance is certified following the end of the performance period, subject to Ms. Advaithi’s continued service through such date. The number of PSUs earned, if any, will be primarily based on the performance of the Company’s data center business measured at the end of fiscal year 2028, with payouts ranging from 0% to 250% of the target PSUs granted. The underlying performance goals are rigorous and, if achieved, are expected to drive significant shareholder value creation. Further, to strengthen alignment to our shareholders’ experience, the Supplemental Equity Award is subject to an overall payout cap based on the Company’s rTSR over a three-year period beginning on June 19, 2025 and ending on June 19, 2028. The maximum number of PSUs underlying the Supplemental Equity Award is capped at:

  91. Award Size and Structure

    Shareholder Value Creation Since Grant Date Since the grant date of the Supplemental Equity Award on June 19, 2025, Flex has meaningfully outperformed relevant benchmarks with respect to share price performance. The Company’s +221% TSR through June 1, 2026 has delivered superior returns to our shareholders, compared to the S&P 500 (+29%) and our compensation peer group (+92%) over the same period.

  92. Award Size and Structure

    As discussed above, the Supplemental Equity Award was granted with the Board’s consistent long-term goal of incremental shareholder value creation, which has already borne fruit. Flex’s superior TSR performance since the grant date of the Supplemental Equity Award through June 1, 2026 has resulted in $37.0 billion in incremental value creation for our shareholders. In addition, since the Company’s announcement on May 5, 2026 of the planned spin-off of its Cloud and Power Infrastructure segment through June 1, 2026, Flex shareholders have experienced $18.8 billion in incremental value creation. The Board of Directors believes that the Company’s superior performance since the date of grant, as well as the overwhelmingly positive market reaction to the announcement of the spin-off, are clear indications that the Supplemental Equity Award is working as intended – focusing on the strategic objective of growing the data center business, as well as creating incremental value for our shareholders.

  93. Termination Provisions

    Termination Provisions To further enhance its retentive effect, the Supplemental Equity Award is 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 Ms. Advaithi, if Ms. Advaithi retires, such retirement will not entitle her to accelerated or continued vesting of the Supplemental Equity Award. Moreover, unlike other outstanding equity awards held by Ms. Advaithi, if Ms. Advaithi’s employment with the Company is terminated due to her Disability (as such term is defined in the Plan), such termination will not entitle her to accelerated or continued vesting of the Supplemental Equity Award. The agreement evidencing the Supplemental Equity Award provides that if Ms. Advaithi’s employment with the Company 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 award agreement), in either case absent a change of control of the Company, Ms. Advaithi is entitled to ratable vesting of the Supplemental Equity Award determined by multiplying (x) the number of shares vesting based on actual performance measured at the conclusion of the three-year performance period by (y) a fraction, the numerator of which is the number of days Ms. Advaithi provided services to the Company from the date of grant until her termination of employment, and the denominator of which is the total number of days from the date of grant through the completion of the three-year performance period. The treatment of the Supplemental Equity Award in the event of Ms. Advaithi’s death will be the same as for other awards of PSUs granted to the Company’s executive officers, as previously disclosed. Additionally, if Ms. Advaithi’s employment is terminated (i) by the Company without “cause” or (ii) due to a voluntary termination for “good reason”, in either case during the period beginning on the consummation of a change of control of the Company and ending 24 months following such change of control, Ms. Advaithi is entitled to 100% accelerated vesting of the Supplemental Equity Award based upon (x) actual performance if the three-year performance period is complete as of the date of such termination, or (y) target performance if the three-year performance period is incomplete as of such termination.

  94. Payouts of Prior PSUs

    Payouts of Prior PSUs The performance period for the rTSR PSUs granted in fiscal year 2023 ended in fiscal year 2026. The fiscal year 2023 rTSR PSU grants measured our TSR relative to a custom peer group from June 1, 2022 (the grant date), through June 2, 2025 (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 a three-year Performance Period with three discrete measurement periods—of 12-, 24-, and 36- months—using an average of the three measurement periods to determine the final performance. The percentile ranking for the three measurement periods was an average of 88.83%, which was above the 75th percentile, resulting in a 200% of target (maximum) payout for this award. The performance period for the adjusted EPS growth-based PSUs granted in fiscal year 2024 ended in fiscal year 2026. Vesting was based on the Company’s adjusted EPS growth, measured over a three-year period (April 1, 2023, through March 31, 2026) 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 2024 to 2026 adjusted EPS growth maximum goal was 12%. The actual adjusted EPS growth average was 18.9% over the three-year performance period, resulting in a maximum 200% of target payout for this award.

  95. 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.

  96. Non-qualified Deferred Compensation Awards

    Non-qualified Deferred Compensation Awards Each NEO participates in the 2010 Deferred Compensation Plan, as amended and restated on June 6, 2025 (the “NQDC Plan”), which promotes 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 NEOs under the NQDC Plan, the key terms of which are summarized below.

  97. Non-qualified Deferred Compensation Awards

    | NQDC Plan Design Element | Description | | Annual Targeted Amount | • Target amount is 30% of each participant’s base salary (for ongoing contributions). • Maximum amount is 37.5% of each participant’s base salary, if the performance-based portion is funded at maximum. • Subject to approval of Compensation and People Committee • Subject to offsets for non-U.S. executives’ pension and other benefits | | Targeted Contributions | • 50% of the targeted contributions (15% of salary at target) is based on the corporate funding level of the annual corporate bonus plan. • 50% of the targeted contributions (15% of salary) is 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 are generally distributed in a lump-sum payment on the applicable vesting date. • Modifications to the distribution date are subject to compliance with Section 409A of the Internal Revenue Code. |

  98. Non-qualified Deferred Compensation Awards

    | | 2026 Proxy Statement 57 |

  99. 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.

  100. Termination and Change of Control Arrangements

    Termination and Change of Control Arrangements The Board and the Compensation and People Committee believe severance and change of control arrangements are important components of the overall executive compensation program. Severance arrangements help attract and retain executives with the experience needed 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 do not have employment agreements with any of our current NEOs. The following chart describes the benefits that would be provided to our NEOs under the Flex Ltd. Executive Severance Plan, as amended and restated on March 5, 2025 (the “Executive Severance Plan”) and the Flex Ltd. 2017 Equity Incentive Plan (as amended and restated in 2023, and as subsequently amended, the “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:

  101. Termination and Change of Control Arrangements

    | | 2026 Proxy Statement 59 |

  102. 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 |

  103. 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.

  104. 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 Equity Award granted to Ms. Advaithi on June 19, 2025 |

  105. Termination and Change of Control Arrangements

    | | 2026 Proxy Statement 60 |

  106. 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. |

  107. Summary Compensation Table

    Summary Compensation Table

  108. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(3) | Bonus ($)(4) | Share Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7) | All Other Compensation ($)(8)(9) | Total ($)(10) | | Revathi Advaithi Chief Executive Officer | 2026 | 1,325,000 | — | 38,446,348 | 3,950,117 | 68,487 | 601,186 | 44,391,138 | | | 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 | | Kevin Krumm Chief Financial Officer(1) | 2026 | 832,000 | — | 3,099,287 | 1,728,746 | — | 219,906 | 5,879,939 | | | 2025 | 198,545 | 3,500,000 | 5,799,990 | 310,584 | 2,706 | 457,217 | 10,269,043 | | Hooi Tan Chief Operating Officer(2) | 2026 | 735,000 | — | 3,099,287 | 1,460,798 | 83,489 | 102,788 | 5,481,362 | | | 2025 | 723,333 | — | 7,086,812 | 1,148,812 | 16,785 | 235,125 | 9,210,868 | | | 2024 | 700,000 | — | 2,167,992 | 731,500 | 56,846 | 270,977 | 3,927,315 | | Michael P. Hartung President, Chief Commercial Officer | 2026 | 735,000 | — | 3,099,287 | 1,460,798 | 38,076 | 274,124 | 5,607,285 | | | 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 | | Scott Offer Executive Vice President, General Counsel | 2026 | 663,000 | — | 2,832,188 | 1,131,608 | 122,450 | 248,370 | 4,997,616 | | | 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 |

  109. Summary Compensation Table

    | (1) Mr. Krumm was appointed as Chief Financial Officer effective January 6, 2025. | | (2) 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. | | (3) 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 of the change in base salary. | | (4) 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). | | (5) Share awards consist of service-based RSUs, adjusted EPS growth PSUs, rTSR PSUs, and Supplemental Equity Award PSUs (for Ms. Advaithi only). 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 2024, 2025 and 2026, 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 2026: 192,218 PSUs or $9,234,461 for Ms. Advaithi; 44,593 PSUs or $2,142,316 for Mr. Krumm; 44,593 PSUs or $2,142,316 for Mr. Tan; 44,593 PSUs or $2,142,316 for Mr. Hartung; and 40,750 PSUs or $1,957,694 for Mr. Offer. The Supplemental Equity Award PSUs included in this column are at the target number of shares as follows for fiscal year 2026: 543,124 PSUs or $25,086,898 for Ms. Advaithi. The maximum number of shares for the adjusted EPS growth PSUs are as follows for fiscal year 2026: 337,100 PSUs or $14,687,447 for Ms. Advaithi; 78,205 PSUs or $3,407,392 for Mr. Krumm; 78,205 PSUs or $3,407,392 for Mr. Tan; 78,205 PSUs or $3,407,392 for Mr. Hartung; and 71,465 PSUs or $3,113,730 for Mr. Offer. The maximum number of shares for the Supplemental Equity Award PSUs for fiscal year 2026: 1,357,810 PSUs or $62,717,244 for Ms. Advaithi. 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, 2026. |

  110. Summary Compensation Table

    | | 2026 Proxy Statement 63 |

  111. Summary Compensation Table

    | (6) The amounts in this column represent incentive cash bonuses earned in fiscal year 2026. For additional information, see the section titled “Compensation Discussion and Analysis—Fiscal Year 2026 Executive Compensation—Incentive Bonus Plan” of this proxy statement. | | (7) 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 2026.” 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; $3,635 for Mr. Hartung; and $1,761 for Mr. Offer, respectively. | | (8) The following table provides a breakdown of compensation included in the “All Other Compensation” column for fiscal year 2026. |

  112. Summary Compensation Table

    | Name | Pension/ Savings Plan Company Match Expenses/ Social Security ($)(a) | Medical/ Enhanced Long-Term Disability ($)(b) | Tax Preparation Expenses ($)(c) | Personal Aircraft Usage ($)(d) | Other ($)(e) | Total ($) | | Revathi Advaithi | 473,688 | 7,217 | — | 118,940 | 1,341 | 601,186 | | Kevin Krumm | 82,436 | 6,258 | — | — | 131,212 | 219,906 | | Hooi Tan | 97,162 | — | 5,626 | — | — | 102,788 | | Michael P. Hartung | 268,172 | 5,951 | — | — | — | 274,124 | | Scott Offer | 243,917 | 4,453 | — | — | — | 248,370 |

  113. Summary Compensation Table

    | (a) 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, Hartung, and Offer were $13,800, $15,187, $13,065 and $13,800, respectively. | | | The amount of $13,673 for Mr. Tan represents the contribution to the Singapore Provident fund. | | • | Deferred compensation plan awards for Ms. Advaithi and Messrs. Krumm, Tan, Hartung, and Offer were $459,888, $67,249, $255,107, $255,107 and $230,117, respectively. | | (b) 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. | | | (c) The amount in this column represents Mr. Tan’s expenses related to tax preparation assistance regarding his relocation. | | | (d) 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. | | | (e) The amounts in this column represent Ms. Advaithi’s limited personal security cost in connection with one trip that included a personal component, and Mr. Krumm’s relocation expenses incurred in fiscal year 2026. | | | (9) For fiscal year 2025, due to an inadvertent administrative error, amounts previously reported for Mr. Tan understated the Company’s contribution to the Singapore Provident Fund by $975. The amounts disclosed in this table and in the “Pay Versus Performance” disclosure for fiscal year 2025 have been updated accordingly. | | | (10) Total amounts may not add up due to rounding. | |

  114. Summary Compensation Table

    | | 2026 Proxy Statement 64 |

  115. Grants of Plan-Based Awards in Fiscal Year 2026

    Grants of Plan-Based Awards in Fiscal Year 2026 The following table presents information about non-equity incentive plan awards and RSU and PSU awards that we granted in our 2026 fiscal year to our NEOs. We did not grant any stock options to our NEOs during our 2026 fiscal year.

  116. Grants of Plan-Based Awards in Fiscal Year 2026

    | | | 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 | 6/12/2025(5) | | | | 67,420 | 134,840 | 337,100 | | 5,874,979 | | | 6/12/2025(6) | | | | 14,344 | 57,378 | 114,756 | | 3,359,482 | | | 6/12/2025 | | | | | | | 94,675 | 4,124,990 | | | 6/19/2025(7) | | | | 271,562 | 543,124 | 1,357,810 | | 25,086,898 | | | | 808,913 | 2,186,250 | 4,372,500 | | | | | | | Kevin Krumm | 6/12/2025(5) | | | | 15,641 | 31,282 | 78,205 | | 1,362,957 | | | 6/12/2025(6) | | | | 3,327 | 13,311 | 26,622 | | 779,359 | | | 6/12/2025 | | | | | | | 21,964 | 956,971 | | | | 354,016 | 956,800 | 1,913,600 | | | | | | | Hooi Tan | 6/12/2025(5) | | | | 15,641 | 31,282 | 78,205 | | 1,362,957 | | | 6/12/2025(6) | | | | 3,327 | 13,311 | 26,622 | | 779,359 | | | 6/12/2025 | | | | | | | 21,964 | 956,971 | | | | 299,145 | 808,500 | 1,617,000 | | | | | | | Michael P. Hartung | 6/12/2025(5) | | | | 15,641 | 31,282 | 78,205 | | 1,362,957 | | | 6/12/2025(6) | | | | 3,327 | 13,311 | 26,622 | | 779,359 | | | 6/12/2025 | | | | | | | 21,964 | 956,971 | | | | 276,507 | 808,500 | 1,617,000 | | | | | | | Scott Offer | 6/12/2025(5) | | | | 14,293 | 28,586 | 71,465 | | 1,245,492 | | | 6/12/2025(6) | | | | 3,041 | 12,164 | 24,328 | | 712,202 | | | 6/12/2025 | | | | | | | 20,071 | 874,493 | | | | 245,310 | 663,000 | 1,326,000 | | | | | |

  117. Grants of Plan-Based Awards in Fiscal Year 2026

    | (1) These amounts show the range of possible payouts under our cash incentive programs for fiscal year 2026. The amounts correspond to the range of possible payouts under the incentive bonus plan. The maximum payment represents 200% of the target payment. The threshold payment represents 37% of target payout levels for all 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 2026 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 2026 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 to all of the NEOs in fiscal year 2026 under the 2017 Equity Incentive Plan, as well as the range of estimated future vesting of the Supplemental Equity Award PSUs granted to Ms. Advaithi in fiscal year 2026 under the 2017 Equity Incentive Plan. The adjusted EPS growth PSUs granted on June 12, 2025 cliff vest after three years, with the vesting based upon a yearly EPS measurement period and averaged over the performance period. The maximum payout for each executive officer represents 250% of the target payout levels. If the Company’s TSR performance over the three-year EPS performance period is below the 25th percentile rank relative to rTSR peer companies, then the maximum shares will be capped at 200% of the target shares. The threshold payout for the adjusted EPS growth PSUs for each NEO represents 50% of the target payout. | | | The rTSR PSUs cliff vest after three years, with vesting based on the percentile rank of the Company’s TSR relative to the return of the Company’s TSR peer group. The maximum payout for each executive officer represents 200% of the target payout. The threshold payout for the rTSR PSUs for each NEO represents 25% of target payout. | | | The Supplemental Equity Award PSUs granted to Ms. Advaithi cliff vest after three years based on rigorous goals tied to the CPI business as further described in the section above titled “Other Long-Term Incentive Compensation Award Granted During FY26” of this proxy statement. The maximum payout represents 250% of the target payout levels. The threshold payout for Ms. Advaithi’s Supplemental Equity Award PSUs represents 50% of the target payout. The maximum shares may be subject to the TSR cap based on the achievement levels set forth below: | | | • | 250% of target if rTSR is at or above the median, | | • | 200% of target if rTSR is below the median, and | | • | 100% of target if rTSR is below the 25th percentile. | | For additional information regarding the equity awards granted to the NEOs in fiscal year 2026, see the section titled “Compensation Discussion and Analysis—Fiscal Year 2026 Executive Compensation—Long-Term Share-Based Incentive Compensation” of this proxy statement. | | | (3) Shows the number of service-based RSUs granted in fiscal year 2026 under the 2017 Equity Incentive Plan. For each NEO, the RSUs vest in three annual installments at a rate of one-third per year. For additional information, see the section titled “Compensation Discussion and Analysis—Fiscal Year 2026 Executive Compensation—Long-Term Share-Based Incentive Compensation” of this proxy statement. | |

  118. Grants of Plan-Based Awards in Fiscal Year 2026

    | | 2026 Proxy Statement 65 |

  119. Grants of Plan-Based Awards in Fiscal Year 2026

    | (4) This column shows the grant date fair value of service-based RSUs, adjusted EPS growth PSUs, rTSR PSUs and Supplemental Equity Award PSUs, at the target level, under FASB ASC Topic 718 granted to our NEOs in fiscal year 2026. 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, adjusted EPS growth PSUs and Supplemental Equity Award 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, 2026. | | (5) This row shows the adjusted EPS growth PSUs. | | (6) This row shows the rTSR PSUs. | | (7) This row shows Ms. Advaithi’s Supplemental Equity Award PSUs. |

  120. Outstanding Equity Awards at 2026 Fiscal Year-End

    Outstanding Equity Awards at 2026 Fiscal Year-End The following table presents information about outstanding share awards held by our NEOs as of March 31, 2026. The table shows information about: (i) service-based RSUs and (ii) PSUs. The market value of the share awards is based on the closing price of our Ordinary Shares as of March 31, 2026, which was $65.46. 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, 2026. For additional information on our equity incentive programs, see the section titled “Compensation Discussion and Analysis—Fiscal Year 2026 Executive Compensation—Long-Term Share-Based Incentive Compensation” of this proxy statement.

  121. Outstanding Equity Awards at 2026 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 | 85,021(3) | 5,565,475 | 255,062(9) | 16,696,359 | | | 109,478(3) | 7,166,430 | 164,216(10) | 10,749,579 | | | 94,675(3) | 6,197,426 | 114,756(11) | 7,511,928 | | | 255,062(4) | 16,696,359 | 164,216(12) | 10,749,579 | | | | | 337,100(13) | 22,066,566 | | | | | 1,357,810(14) | 88,882,243 | | Kevin Krumm | 95,497(5) | 6,251,234 | 26,622(11) | 1,742,676 | | | 21,964(5) | 1,437,763 | 78,205(13) | 5,119,299 | | Hooi Tan | 23,981(6) | 1,060,125 | 48,582(9) | 3,180,178 | | | 72,578(6) | 1,569,796 | 35,970(10) | 2,354,596 | | | 21,964(6) | 4,750,956 | 26,622(11) | 1,742,676 | | | 48,582(4) | 1,437,763 | 35,970(12) | 2,354,596 | | | | | 145,156(15) | 9,501,912 | | | | | 78,205(13) | 5,119,299 | | Michael P. Hartung | 14,574(7) | 954,014 | 43,724(9) | 2,862,173 | | | 18,768(7) | 1,228,553 | 28,150(10) | 1,842,699 | | | 10,532(7) | 689,425 | 26,622(11) | 1,742,676 | | | 72,578(7) | 4,750,956 | 28,150(12) | 1,842,699 | | | 21,964(7) | 1,437,763 | 145,156(15) | 9,501,912 | | | 43,724(4) | 2,862,173 | 78,205(13) | 5,119,299 | | Scott Offer | 14,574(8) | 954,014 | 43,724(9) | 2,862,173 | | | 18,768(8) | 1,228,553 | 28,150(10) | 1,842,699 | | | 20,071(8) | 1,313,848 | 24,328(11) | 1,592,511 | | | 43,724(4) | 2,862,173 | 28,150(12) | 1,842,699 | | | | | 71,465(13) | 4,678,099 |

  122. Outstanding Equity Awards at 2026 Fiscal Year-End

    | | 2026 Proxy Statement 66 |

  123. Outstanding Equity Awards at 2026 Fiscal Year-End

    | (1) This column includes rTSR PSUs and adjusted EPS growth PSUs granted in fiscal years 2024, 2025 and 2026 under the 2017 Equity Incentive Plan, as well as Supplemental Equity Award PSUs granted to Ms. Advaithi in fiscal year 2026 under the 2017 Equity Incentive Plan. Vesting of the rTSR PSUs granted in fiscal years 2024, 2025 and 2026 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 2024, 2025 and 2026 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 compounded annual growth rate, or CAGR. Vesting of the Supplemental Equity Award PSUs granted in fiscal year 2026 to Ms. Advaithi is based upon the Company’s CPI business measured at the end of fiscal year 2028, subject to an overall payout cap based upon the Company’s rTSR return over a three-year period beginning on June 19, 2025 and ending on June 19, 2028. | | (2) The projected payouts of the rTSR PSUs for the 2023-2026, 2024-2027 and 2025-2028 cycles are shown at maximum. The projected payout of the adjusted EPS growth PSUs for the 2024-2027 and 2025-2026 cycles are shown at maximum. The adjusted EPS growth PSUs granted in fiscal year 2025 to Messrs. Hartung and Tan and the Supplemental Equity Award PSU granted to Ms. Advaithi are shown at maximum. | | (3) 85,021 shares vest on June 14, 2026; 109,478 shares vest at a rate of 54,739 shares per year for two years, with the first vesting date on June 12, 2026; and 94,675 shares vest at a rate of 31,558 shares per year for three years, with the first vesting date on June 12, 2026. | | (4) Actual results for adjusted EPS growth PSUs paid out on May 8, 2026. | | (5) 95,497 shares vest at a rate of 47,748 shares per year for two years, with the first vesting date on January 6, 2027; and 21,964 shares vest at a rate of 7,321 shares per year for three years, with the first vesting date on June 12, 2026. | | (6) 16,195 shares vest on June 14, 2026; 23,981 shares vest at a rate of 11,990 shares per year for two years, with the first vesting date on June 12, 2026; 72,578 shares vest on September 25, 2027; and 21,964 shares vest at a rate of 7,321 shares per year for three years, with the first vesting date on June 12, 2026. | | (7) 14,574 shares vest on June 14, 2026; 18,768 shares vest at a rate of 9,384 shares per year for two years, with the first vesting date on June 12, 2026; 10,532 vest at a rate of 5,266 shares per year for two years, with the first vesting date on August 15, 2026; 72,578 shares vest on September 25, 2027; and 21,964 shares vest at a rate of 7,321 shares per year for three years, with the first vesting date on June 12, 2026. | | (8) 14,574 shares vest on June 14, 2026; 18,768 shares vest at a rate of 9,384 shares per year for two years, with the first vesting date on June 12, 2026; and 20,071 shares vest at a rate of 6,690 shares per year for three years, with the first vesting date on June 12, 2026. | | (9) Unvested rTSR PSUs to vest date on June 14, 2026, assuming a maximum payout of 200%. | | (10) Unvested rTSR PSUs to vest date on June 12, 2027, assuming a maximum payout of 200%. | | (11) Unvested rTSR PSUs to vest date on June 12, 2028, assuming a maximum payout of 200%. | | (12) Unvested remaining adjusted EPS growth PSUs to vest in May 2027 assuming a maximum payout of 200%. | | (13) Unvested remaining adjusted EPS growth PSUs to vest in May 2028, assuming a maximum payout of 250%. | | (14) Unvested remaining Supplemental Equity Award PSUs to vest in June 2028 assuming a maximum payout of 250%. | | (15) Unvested remaining adjusted EPS growth CAGR PSUs to vest in May 2028 and May 2029 assuming a maximum payout of 200%. |

  124. Pension Benefits in Fiscal Year 2026

    Pension Benefits in Fiscal Year 2026 Our NEOs do not receive any compensation in the form of pension benefits.

  125. Pension Benefits in Fiscal Year 2026

    | | 2026 Proxy Statement 67 |

  126. Nonqualified Deferred Compensation in Fiscal Year 2026

    Nonqualified Deferred Compensation in Fiscal Year 2026 Each of our NEOs participates in our NQDC Plan. Our deferred compensation program is intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. Under the NQDC Plan, participating officers may defer up to 70% of their base salary and bonus, net of certain statutory and benefit deductions. The Company may make a discretionary matching contribution for these deferrals to reflect limitations on our matching contribution under our 401(k) plan. Under this plan, we may also make annual contributions, in amounts up to 37.5% of each participant’s base salary (subject to offsets for non-U.S. executives’ pension and other benefits), which will cliff vest after four years. For these annual contributions, 50% of the funding is paid as a percent of base salary and the remaining 50% is performance-based, up to a maximum of 150%. Amounts credited to the deferral accounts are deemed to be invested in hypothetical investments selected by a participant or an investment manager on behalf of each participant. Participants in the NQDC Plan may receive their vested deferred compensation balances upon termination of employment at such time as is specified in their deferral agreements, which may include a lump sum payment or installment payments made over a period of years. Participants also may elect in-service distributions through a lump sum payment or in installments over a period of up to ten years. Under our deferred compensation plan, we entered into trust agreements providing for the establishment of irrevocable trusts into which we are required to deposit cash or other assets as specified in the applicable deferral agreement, equal to the aggregate amount required to be credited to the participant’s deferral account, less any applicable taxes to be withheld. The deferred account balances of the participants in our deferred compensation plan are unfunded and unsecured obligations of the Company, receive no preferential standing, and are subject to the same risks as any of our other general obligations. For a discussion of the contributions granted to each of the NEOs and their vesting terms, including vesting upon the executive’s termination or a change of control of the Company, see the sections titled “Compensation Discussion and Analysis—Fiscal Year 2026 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 2026 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 2026, Ms. Advaithi and Messrs. Hartung, Krumm, Offer and Tan each received deferred cash awards with a value that averaged approximately 34.7% of their respective fiscal year 2025 base salaries.

  127. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table

  128. 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 | — | 459,888 | 68,487 | (493,794) | 1,832,451 | | Kevin Krumm | — | 67,249 | (5,153) | — | 480,802 | | Hooi Tan | — | 255,107 | 83,489 | (92,134) | 908,433 | | Michael P. Hartung | 18,375 | 255,107 | 38,076 | (300,570) | 1,011,244 | | Scott Offer | 142,141 | 230,117 | 122,450 | — | 1,301,939 |

  129. Nonqualified Deferred Compensation Table

    | (1) Reflects portions of the salary and/or bonus payments deferred by our NEOs during the fiscal year. | | (2) These amounts represent employer contributions under the NQDC 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 2026 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 amounts in this column with respect to Messrs. Hartung and Offer include the sum of the amounts that they deferred in prior years and previously reported as compensation in the Summary Compensation Table in respect of the applicable year. No other NEOs are voluntarily contributing to the NQDC Plan. The aggregate balance at fiscal year-end 2025 was in the amounts of $1,797,871 for Ms. Advaithi, $418,706 for Mr. Krumm, $661,971 for Mr. Tan, $1,018,631 for Mr. Hartung, and $949,377 for Mr. Offer. |

  130. Nonqualified Deferred Compensation Table

    | | 2026 Proxy Statement 68 |

  131. 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 NQDC Plan and the 2017 Equity Incentive Plan.

  132. 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. |

  133. Potential Payments Upon Termination or Change of Control as of March 31, 2026

    Potential Payments Upon Termination or Change of Control as of March 31, 2026 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, 2026, the last business day of fiscal year 2026, and are based on the price per share of our Ordinary Shares on such date, which was $65.46. The following table does not include potential payouts under our NEOs’ nonqualified deferred compensation plans relating to vested benefits.

  134. Potential Payments Upon Termination or Change of Control as of March 31, 2026

    | 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 | 82,177 | — | 54,785 | — | — | | Bonus Payments | 6,536,888 | — | 4,372,500 | 3,950,117 | 3,950,117 | | Vesting of Deferred Compensation | 1,832,451 | — | 966,830 | 1,832,451 | 1,832,451 | | Vesting of Service-based RSUs | 18,929,330 | 18,929,330 | 16,863,478 | 18,929,330 | 18,929,330 | | Vesting of Performance-based RSUs | 97,812,056 | 97,812,056 | 46,734,360 | 44,076,007 | 54,048,969 | | Total(6) | 129,154,652 | 116,741,386 | 71,641,953 | 68,797,905 | 78,760,867 | | Kevin Krumm | | | | | | | Base Salary Payment Continuation | 1,664,000 | — | 832,000 | — | — | | Benefits Continuation | 51,739 | — | 25,870 | — | — | | Bonus Payments | 1,913,600 | — | 1,728,746 | — | 1,728,746 | | Vesting of Deferred Compensation | 479,359 | — | — | — | 479,359 | | Vesting of Service-based RSUs | 7,688,997 | 7,688,997 | 7,209,699 | — | 7,688,997 | | Vesting of Performance-based RSUs | 3,601,631 | 3,601,631 | — | — | 1,011,357 | | Total(6) | 15,399,326 | 11,290,628 | 9,796,315 | — | 10,908,459 | | Hooi Tan | | | | | | | Base Salary Payment Continuation | 1,470,000 | — | 735,000 | — | — | | Benefits Continuation | 55,920 | — | 27,960 | — | — | | Bonus Payments | 1,617,000 | — | 1,460,798 | — | 1,460,798 | | Vesting of Deferred Compensation | 908,433 | — | 427,509 | — | 908,433 | | Vesting of Service-based RSUs | 8,818,640 | 8,818,640 | 8,339,342 | — | 8,818,640 | | Vesting of Performance-based RSUs | 17,714,807 | 17,714,807 | 5,830,326 | — | 13,614,349 | | Total(6) | 30,584,800 | 26,533,447 | 16,820,935 | — | 24,802,220 |

  135. Potential Payments Upon Termination or Change of Control as of March 31, 2026

    | | 2026 Proxy Statement 71 |

  136. Potential Payments Upon Termination or Change of Control as of March 31, 2026

    | 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) | | Michael P. Hartung | | | | | | | Base Salary Payment Continuation | 1,470,000 | — | 735,000 | — | — | | Benefits Continuation | 50,091 | — | 25,046 | — | — | | Bonus Payments | 1,617,000 | — | 1,460,798 | 1,460,798 | 1,460,798 | | Vesting of Deferred Compensation | 1,011,244 | — | 531,069 | 1,011,244 | 1,011,244 | | Vesting of Service-based RSUs | 9,060,711 | 9,060,711 | 8,581,413 | 4,309,755 | 9,060,711 | | Vesting of Performance-based RSUs | 16,363,953 | 16,363,953 | 5,247,317 | 7,819,568 | 12,570,524 | | Total(6) | 29,572,999 | 25,424,664 | 16,580,643 | 14,601,365 | 24,103,277 | | Scott Offer | | | | | | | Base Salary Payment Continuation | 1,326,000 | — | 663,000 | — | — | | Benefits Continuation | 35,767 | — | 17,884 | — | — | | Bonus Payments | 1,326,000 | — | 1,131,608 | 1,131,608 | 1,131,608 | | Vesting of Deferred Compensation | 985,202 | — | 529,855 | 985,202 | 985,202 | | Vesting of Service-based RSUs | 3,496,415 | 3,496,415 | 3,058,422 | 3,496,415 | 3,496,415 | | Vesting of Performance-based RSUs | 11,302,607 | 11,302,607 | 5,247,317 | 7,732,419 | 7,732,419 | | Total(6) | 18,471,991 | 14,799,022 | 10,648,086 | 13,345,644 | 13,345,644 |

  137. Potential Payments Upon Termination or Change of Control as of March 31, 2026

    | (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, 2026, 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, 2026, the assumed date of the change of control event. | | (3) The amounts shown 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, except as otherwise described below: (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 PSU award pursuant to achieving the performance criteria at the end of the original performance period. However, the Supplemental Equity Award PSUs granted to Ms. Advaithi during fiscal year 2026 and the PSUs and RSUs granted as supplemental equity awards to Mr. Tan and Mr. Hartung during fiscal year 2025, respectively, do not provide for accelerated or continued vesting upon retirement. The amounts reported assume completed cycles will vest based on actual performance of completed cycles and unfinished cycles will vest at target. As of the fiscal year ended March 31, 2026, among our NEOs, Ms. Advaithi, 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 generally will be pro-rated and immediately vest as follows: completed cycles will vest based on actual performance and unfinished cycles will vest at target. Bonus is prorated for termination of service due to death only. However, the Supplemental Equity Award PSUs granted to Ms. Advaithi during fiscal year 2026 do not provide for accelerated vesting in the event of her disability. | | (6) Total amounts may not add up due to rounding. |

  138. Potential Payments Upon Termination or Change of Control as of March 31, 2026

    | | 2026 Proxy Statement 72 |

  139. 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, 2026, we had revenues of $27.9 billion. Flex’s physical infrastructure includes approximately 100 facilities in approximately 34 countries, staffed by approximately 150,000 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.

  140. Fiscal Year 2026 Pay Ratio

    Fiscal Year 2026 Pay Ratio For fiscal year 2026, our CEO’s annual total compensation, as reported in the Summary Compensation Table, was $44,391,138. The annual total compensation of our median employee among all non-contractor employees (excluding the CEO) was $12,939. 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 3,431 to 1. If the Supplemental Equity Award was excluded, the annual total compensation of our CEO would have been $19,304,239, and the resulting ratio would have been 1,492 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.

  141. 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.

  142. 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) | | 2026 | 44,391,138 | 169,414,161 | 5,491,551 | 20,075,135 | 491 | 718 | 880 | 3.30 | | 2025 | 16,422,136 | 26,845,235 | 6,206,790 | 5,142,055 | 248 | 299 | 838 | 2.65 | | 2024 | 15,118,250 | 48,297,494 | 3,898,116 | 10,135,211 | 215 | 248 | 872 | 2.15 | | 2023 | 15,597,911 | 30,258,936 | 4,097,332 | 7,197,637 | 126 | 156 | 793 | 2.36 | | 2022 | 14,375,624 | 16,510,494 | 4,015,753 | 4,098,165 | 101 | 113 | 936 | 1.96 |

  143. 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 FY26, FY25, FY24, FY23, and FY22 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.

  144. Pay Versus Performance

    | Fiscal Year CEO | 2022 | 2023 | 2024 | 2025 | 2026 | | SCT Total Compensation ($) | $14,375,624 | $15,597,911 | $15,118,250 | $16,422,136 | $44,391,138 | | Less: Stock Award Values Reported in SCT for the Covered Year ($) | $10,484,149 | $11,020,718 | $11,382,142 | $11,353,074 | $38,446,348 | | Plus: Fair Value for Stock Awards Granted in the Covered Year ($) | $11,372,194 | $16,892,976 | $17,276,728 | $12,272,574 | $114,288,067 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | $1,275,446 | $10,802,925 | $23,895,484 | $7,390,003 | $38,484,443 | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) | $(28,621) | $(1,987,549) | $3,462,720 | $2,194,246 | $10,696,861 | | Less: Fair Value as of Prior Fiscal Year End of Stock Awards Forfeited during the Covered Year ($) | $0 | $0 | $0 | $0 | $0 | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | $0 | $26,607 | $73,545 | $80,649 | $0 | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | $0 | $0 | $0 | $0 | $0 | | Compensation Actually Paid ($) | $16,510,494 | $30,258,936 | $48,297,494 | $26,845,235 | $169,414,161 |

  145. Pay Versus Performance

    Equity Valuations:

  146. 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. |

  147. Pay Versus 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. |

  148. Pay Versus Performance

    | | 2026 Proxy Statement 74 |

  149. Pay Versus Performance

    | • | Time-based RSUs are valued after grant based on Flex’s stock price on each measurement date, in accordance with FASB ASC 718. |

  150. Pay Versus Performance

    | • | 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. |

  151. Pay Versus Performance

    | Fiscal Year | 2022 | 2023 | 2024 | 2025 | 2026 | | 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 ($) | $4,015,753 | $4,097,332 | $3,898,116 | $6,206,790 | $5,491,551 | | Less: Stock Award Values Reported in SCT for the Covered Year ($) | $2,262,366 | $2,169,700 | $2,188,321 | $4,225,425 | $3,032,512 | | Plus: Fair Value for Stock Awards Granted in the Covered Year ($) | $2,453,994 | $3,325,800 | $3,321,609 | $3,768,606 | $5,766,967 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | $165,239 | $2,187,616 | $4,471,749 | $709,604 | $10,036,613 | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) | $(270,811) | $(239,733) | $731,844 | $(73,967) | $1,812,516 | | Less: Fair Value as of Prior Fiscal Year End of Stock Awards Forfeited during the Covered Year ($) | $0 | $0 | $0 | $1,218,563 | $0 | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | $3,645 | $3,678 | $99,786 | $24,990 | $0 | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | $0 | $0 | $0 | $0 | $0 | | Compensation Actually Paid ($) | $4,098,165 | $7,197,637 | $10,135,211 | $5,142,055 | $20,075,135 |

  152. 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:

  153. Pay Versus Performance

    | • | 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 | | • | FY26: Kevin Krumm, Michael P. Hartung, Scott Offer and Hooi Tan |

  154. Pay Versus Performance

    Column (e). Average “compensation actually paid” for our Non-CEO NEOs in each of FY26, FY25, FY24, FY23 and FY22 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 regard 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 beginning on the last trading day of the Company’s 2021 fiscal year and ending on March 31 of each of 2026, 2025, 2024, 2023 and 2022, 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 beginning on the last trading day of the Company’s 2021 fiscal year and ending on March 31 of each of 2026, 2025, 2024, 2023 and 2022, 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, 2026, 2025, 2024, 2023 and 2022, 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.

  155. Pay Versus Performance

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