Plexus Corp. Files 2025 Proxy Statement

Ticker: PLXS · Form: DEF 14A · Filed: Dec 13, 2024 · CIK: 785786

Sentiment: neutral

Topics: proxy-statement, governance, annual-meeting

Related Tickers: PLEX

TL;DR

PLEX proxy statement out for 2025 shareholder meeting Feb 11. Vote on directors & auditors.

AI Summary

Plexus Corp. filed its definitive proxy statement (DEF 14A) on December 13, 2024, for its 2025 annual meeting of stockholders, which will be held on February 11, 2025. The filing outlines the company's governance, executive compensation, and proposals to be voted on by shareholders. Key items include the election of directors and the ratification of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending September 28, 2025.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and financial oversight for the upcoming fiscal year.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that details corporate governance and upcoming shareholder votes, not indicating new or unusual risks.

Key Numbers

Key Players & Entities

FAQ

When is the Plexus Corp. 2025 annual meeting of stockholders?

The 2025 annual meeting of stockholders is scheduled for February 11, 2025.

Who is proposed to be elected as directors at the meeting?

The proxy statement details the nominees for election as directors, though specific names are not listed in this excerpt.

Which accounting firm is proposed for ratification?

PricewaterhouseCoopers LLP is proposed for ratification as the independent registered public accounting firm.

What is the fiscal year end for Plexus Corp. relevant to this filing?

The fiscal year end relevant to this filing is September 28, 2025.

What is the filing type and date?

The filing type is a Definitive Proxy Statement (DEF 14A), filed on December 13, 2024.

Filing Stats: 4,544 words · 18 min read · ~15 pages · Grade level 12.4 · Accepted 2024-12-13 09:41:10

Key Financial Figures

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 6 PROPOSAL 1 – ELECTION OF DIRECTORS 8 CORPORATE GOVERNANCE 17 Plexus Corp. Board of Directors 17 Shareholder Protections & Corporate Governance Best Practices 17 Board Composition & Structure 18 Board and Committee Responsibilities 20 Board Governance Processes 22 DIRECTOR COMPENSATION FOR FISCAL 2024 24 Director Fees and Arrangements 25 Stock Ownership Guidelines & Stock Compensation for Directors 25 Director Participation in Deferred Compensation Plan 26 BOARD'S ROLE IN RISK OVERSIGHT 27 Cybersecurity Governance & Oversight 28 SUSTAINABLE & RESPONSIBLE BUSINESS PRACTICES 29 COMPENSATION DISCUSSION & ANALYSIS 31 Executive Summary 31

Executive Compensation Governance Best Practices

Executive Compensation Governance Best Practices 32

Executive Compensation Philosophy, Goals & Process

Executive Compensation Philosophy, Goals & Process 33 Elements & Analysis of Direct Compensation 36 Elements & Analysis of Other Compensation 49 COMPENSATION COMMITTEE REPORT 51

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 52 Summary Compensation Table for Fiscal 2024 52 Grants of Plan-Based Awards for Fiscal 2024 55 Outstanding Equity Awards at Fiscal 2024 Year-End 56 Option Exercises & Stock Vested in Fiscal 2024 58 Nonqualified Deferred Compensation in Fiscal 2024 58 Employment Agreements & Potential Payments 60 PAY RATIO DISCLOSURE 67 PAY VERSUS PERFORMANCE 68 COMPENSATION & RISK 70 PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION 71 CERTAIN TRANSACTIONS 72 REPORT OF THE AUDIT COMMITTEE 73 PROPOSAL 3 – RATIFY INDEPENDENT AUDITORS 74 Fees and Services 74 HOUSEHOLDING & SOLICITATION 75 TABLE OF CONTENTS WHO WE ARE OUR VISION WE HELP CREATE THE PRODUCTS THAT BUILD A BETTER WORLD. OUR MISSION THE LEADER IN HIGHLY COMPLEX PRODUCTS AND DEMANDING REGULATORY ENVIRONMENTS. At Plexus, we help create the products that build a better world. Driven by a passion for excellence, we partner with our customers to design, manufacture and service highly complex products in demanding regulatory environments. From life-saving medical devices and mission-critical aerospace and defense products to industrial automation systems and semiconductor capital equipment, our innovative solutions across the lifecycle of a product converge where advanced technology and human impact intersect. We provide these solutions to market-leading as well as disruptive global companies in the Aerospace/Defense, Healthcare/Life Sciences, and Industrial sectors, supported by a global team of over 20,000 members across our 26 facilities in the Americas ("AMER"), AsiaPacific ("APAC") and Europe, Middle East and Africa ("EMEA") regions. FISCAL 2024 HIGHLIGHTS $3.96B Revenue 20,000 Team members globally 11.8% ROIC 5.0M Total square feet $ 4.01 Diluted earnings per share 26 / 7 Facilities/countries 1 TABLE OF CONTENTS People are the heart of what we do and who we are. How we engage and empower our team me

SECURITY OWNERSHIP OF

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table presents certain information as of the Record Date (December 6, 2024), regarding the beneficial ownership of Plexus common stock by each current director or nominee for director, each named executive officer appearing in the "Summary Compensation Table" included in "Executive Compensation" herein and all directors or nominees for director and current executive officers as a group. The following table also presents each known 5%-or-greater beneficial owner of Plexus common stock as of the date of their most-recently filed Schedule 13G/A or 13G report, as applicable. The specified individuals and entities have sole voting and sole dispositive powers as to all shares except as otherwise indicated. SHARES BENEFICIALLY OWNED 1 PERCENTAGE OF SHARES OUTSTANDING Joann M. Eisenhart 20,335 * Dean A. Foate 128,059 * Steven J. Frisch 28,402 * Patrick J. Jermain 34,543 * Rainer Jueckstock 28,370 * Todd P. Kelsey 102,541 * Randy J. Martinez 5,718 * Oliver K. Mihm 25,149 * Angelo M. Ninivaggi 38,074 * Joel Quadracci 8,177 * Karen M. Rapp 10,365 * Paul A. Rooke 14,621 * Michael V. Schrock 42,959 * Jennifer B. Wuamett 1,979 * All directors, director nominees and current executive officers as a group (16 persons) 477,442 1.76% BlackRock, Inc. 2 4,557,632 16.83% The Vanguard Group, Inc. 3 3,440,878 12.70% Disciplined Growth Investors, Inc. 4 2,168,854 8.01% Dimensional Fund Advisors LP 5 1,714,459 6.33% *Less than 1% 1 The amounts reported in the table include shares subject to acquisition within 60 days of the Record Date, upon the vesting of restricted stock units ("RSUs") granted under Plexus' equity plans as follows: Dr. Eisenhart (1,979), Mr. Foate (1,979), Mr. Frisch (10,960), Mr. Jermain (6,850), Mr. Jueckstock (1,979), Mr. Kelsey (26,770), Mr. Martinez (1,979), Mr. Mihm (6,580), Mr. Niniv

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