Sanmina Corp Files Definitive Proxy Statement

Ticker: SANM · Form: DEF 14A · Filed: Jan 26, 2024 · CIK: 897723

Sanmina Corp DEF 14A Filing Summary
FieldDetail
CompanySanmina Corp (SANM)
Form TypeDEF 14A
Filed DateJan 26, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$235 million, $191 million, $84 million
Sentimentneutral

Complexity: moderate

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Sanmina Corp, Corporate Governance, Executive Compensation

TL;DR

<b>Sanmina Corp has filed its Definitive Proxy Statement for the period ending March 11, 2024.</b>

AI Summary

SANMINA CORP (SANM) filed a Proxy Statement (DEF 14A) with the SEC on January 26, 2024. Sanmina Corp filed a Definitive Proxy Statement (DEF 14A) on January 26, 2024. The filing covers the period ending March 11, 2024. The company's fiscal year ends on September 28. Sanmina Corp was formerly known as Sanmina-SCI Corp. The company is incorporated in Delaware.

Why It Matters

For investors and stakeholders tracking SANMINA CORP, this filing contains several important signals. This filing provides crucial information for shareholders regarding upcoming votes and executive compensation. Understanding the proxy statement is essential for informed voting decisions on corporate matters.

Risk Assessment

Risk Level: low — SANMINA CORP shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial distress or significant operational changes.

Analyst Insight

Shareholders should review the proxy statement to understand executive compensation, board nominations, and any proposed corporate actions before the March 11, 2024, reporting period.

Key Numbers

  • 2024-01-26 — Filing Date (Date the DEF 14A was filed)
  • 2024-03-11 — Period of Report (The period the filing is as of)
  • 2024-01-26 — As of Date (Date the filing was as of)
  • 0928 — Fiscal Year End (Sanmina Corp's fiscal year end date)

Key Players & Entities

  • SANMINA CORP (company) — Filer
  • SANMINA-SCI CORP (company) — Former company name
  • DE (company) — State of incorporation

FAQ

When did SANMINA CORP file this DEF 14A?

SANMINA CORP filed this Proxy Statement (DEF 14A) with the SEC on January 26, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by SANMINA CORP (SANM).

Where can I read the original DEF 14A filing from SANMINA CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by SANMINA CORP.

What are the key takeaways from SANMINA CORP's DEF 14A?

SANMINA CORP filed this DEF 14A on January 26, 2024. Key takeaways: Sanmina Corp filed a Definitive Proxy Statement (DEF 14A) on January 26, 2024.. The filing covers the period ending March 11, 2024.. The company's fiscal year ends on September 28..

Is SANMINA CORP a risky investment based on this filing?

Based on this DEF 14A, SANMINA CORP presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial distress or significant operational changes.

What should investors do after reading SANMINA CORP's DEF 14A?

Shareholders should review the proxy statement to understand executive compensation, board nominations, and any proposed corporate actions before the March 11, 2024, reporting period. The overall sentiment from this filing is neutral.

How does SANMINA CORP compare to its industry peers?

Sanmina Corp operates in the electronics manufacturing services (EMS) industry, providing design, manufacturing, and logistics solutions.

Are there regulatory concerns for SANMINA CORP?

This filing is a standard DEF 14A, which is a regulatory requirement for public companies to provide information to shareholders before annual meetings.

Industry Context

Sanmina Corp operates in the electronics manufacturing services (EMS) industry, providing design, manufacturing, and logistics solutions.

Regulatory Implications

This filing is a standard DEF 14A, which is a regulatory requirement for public companies to provide information to shareholders before annual meetings.

What Investors Should Do

  1. Review the executive compensation details within the proxy statement.
  2. Examine the board of directors' nominations and any proposals being voted on.
  3. Understand the company's governance practices as outlined in the filing.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure and does not represent a change from previous filings of the same type.

Filing Stats: 4,230 words · 17 min read · ~14 pages · Grade level 17.9 · Accepted 2024-01-26 16:31:10

Key Financial Figures

  • $235 million — in a dynamic environment. We generated $235 million of cash flow from operations. We reinve
  • $191 million — ash flow from operations. We reinvested $191 million into the Company through equipment upgr
  • $84 million — , we repurchased 1.6 million shares for $84 million. Our ongoing investments in share repur

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 15 Proposal One: Election of Directors 15 Director Nominees 20 Attributes and Qualifications of Nominees 20 Independent Directors 21 Corporate Governance and Board Matters 21 Board Composition 22 Board Diversity Factors 22 Director Succession Planning, Tenure and Refreshment 22 Board Orientation and Continuing Education 23 Board Structure and Responsibilities 24 Board Committees 25 Areas of Board Oversight 27 Board Accountability and Processes 29 Compensation of Directors 29 Director Compensation Arrangements 30 Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm 30 Audit Committee Pre-Approval Policy with Respect to Audit Services and Permissible Non-Audit Services 31 Report of the Audit Committee of the Board of Directors 32 Proposal Three: Approval, on an Advisory (Non-Binding) Basis, of Compensation of Named Executive Officers 33 Compensation Discussion and Analysis 34 Fiscal 2023 Business Highlights 35 Fiscal 2023 Executive Compensation Highlights 37 2023 Stockholder Engagement and Say-on-Pay Vote 39 Sanmina's Pay for Performance Compensation Philosophy 39 Sanmina's Executive Compensation Process 42 Components of 2023 CEO Compensation 43 Executive Officer Compensation Decisions for 2023 50 Compensation Committee Report 51

Executive Compensation Tables

Executive Compensation Tables 51 Summary Compensation Table 52 Grants of Plan Based Awards 53 Outstanding Equity Awards at Fiscal 2023 Year-End 55 Non-Qualified Deferred Compensation Plan 56 Employment, Termination and Change in Control Arrangements 57 Pay Versus Performance 60 CEO Pay Ratio 60 CEO Pay Ratio 61 Proposal Four: Approval, on an Advisory (Non-Binding) Basis, of Frequency of Vote on Executive Compensation 62 Proposal Five: Approval of the Reservation of an Additional 1,200,000 Shares of Common Stock for Issuance Under the 2019 Equity Incentive Plan 62 Reasons for Request 63 Description of the 2019 Plan 70 Number of Awards Granted to Employees, Consultants and Directors 71 71

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 73 Certain Relationships and Related Person Transactions 74 Other Matters 75 Availability of Additional Information 76 Questions and Answers About Procedural Matters 82 Appendix A - Sanmina Corporation 2019 Equity Incentive Plan 94 Appendix B - Reconciliation of Non-GAAP Measures 4 SANMINA Table of Contents FISCAL 2023 HIGHLIGHTS What We Do Sanmina designs, manufactures and repairs some of the most complex and innovative optical, electronic and mechanical products in the world. Recognized as a technology leader, Sanmina provides end-to-end design, manufacturing and logistics solutions, delivering superior quality and support to Original Equipment Manufacturers primarily in the industrial, medical, defense and aerospace, automotive, communications networks and cloud infrastructure sectors. Our Competitive Strengths Customer focused organization with 34,000 employees Advanced component technologies Mission critical end-to-end solutions Comprehensive IT systems and a global supplier base Product design and engineering resources Expertise in serving diverse end markets Vertically integrated global manufacturing capabilities Expertise in industry standards and regulatory requirements 2024 Proxy Statement 5 Table of Contents Fiscal 2023 Highlights Fiscal 2023 Performance The Company achieved solid financial results for fiscal 2023. Strong demand across all of our end markets and availability of component supply were key drivers to revenue increasing 13% in fiscal 2023 compared to a year ago. Solid execution, improved efficiencies and leverage in our business model helped drive a 30% increase in non-GAAP operating income, an 80 basis point improvement in non-GAAP operating margin, and a 34% increase in non-GAAP diluted earnings per share. In addition, we generated solid cash flow from operations, providing the financial flexibility to reinvest in the

BUSINESS

BUSINESS PARTNERS CUSTOMERS COMMUNITIES GOVERNMENTS For more information about engagement with our stockholders, see "Stockholder Outreach" on page 11. Diversity, Equity and Inclusion We recruit and hire based upon skills and experience without regard to gender, age, ethnicity or other protected traits and it is our policy to comply fully with all domestic, foreign and local laws relating to discrimination in the workplace. Sanmina values and promotes respect, integrity, innovation, passion, pride and trust. We strive to offer an inclusive culture that encourages and supports our employees. As of September 30, 2023, almost 50% of our employees worldwide were female and, in the U.S., non-Caucasian employees accounted for approximately 57% of the employee base. 2024 Proxy Statement 7 Table of Contents Fiscal 2023 Highlights 2023 Highlights GLOBAL WORKFORCE DATA U.S. WORKFORCE DATA PEOPLE At Sanmina, we believe our success is a direct result of our diverse and highly skilled and engaged workforce. Sanmina promotes a variety of initiatives to promote employee wellness and engagement. Career Growth and Development Programs Promoting Health and Wellness Keeping Employees Safe We invest resources in professional development and growth as a means of improving employee performance and retaining our employees. We provide our employees with access to courses through our learning and development platforms including Sanmina Online Education and Sanmina University. We believe our employees are our biggest asset and we nurture this by offering ways to stay healthy. As part of our U.S. healthcare plan, we offer early detection biometric screening, mental health services, diabetes care, blood pressure and tobacco free programs. We are guided by the principles outlined in the United States Department of Labor's Occupational Safety & Health Administration (OSHA) and Environmental Health and Safety principles as described in the RBA's Code of C

Business

Business Topics included strategy, quarterly financial results, end-markets, outsourcing trends, India joint venture, supply chain challenges, cash priorities, and technology capabilities, global/regional footprint and macroeconomic environment. For more information, see "Stockholder Outreach" on page 11 and "2023 Stockholder Engagement and Say-on-Pay Vote" on page 37. 12 SANMINA Table of Contents Proxy Summary

Executive Compensation Highlights

Executive Compensation Highlights Components of 2023 CEO Compensation Component and % of Total Target Purpose Performance Criteria Key Characteristics Base Salary Attract and retain talent with a competitive level of pay N/A Based on individual performance, experience level and peer group compensation data Annual Incentive Compensation Drive achievement of specific financial targets in line with our strategy Provide competitive annual incentive opportunities Two financial goals (revenue and non-GAAP operating margin) One modifier (cash flow from operations) Pays out based upon corporate and individual performance over one-year time periods Equity Incentives Align realized pay with stockholder value creation Support long-term retention of critical talent Provide competitive long-term incentive opportunities when performance conditions are achieved One financial goal (cumulative three-year non-GAAP earnings per share), adjusted at the discretion of the Compensation Committee based upon total stockholder returns compared to peers Variable payout (55% to 145%) based upon level of achievement, with achievement of minimum threshold required for any payout High proportion of performance-based PSUs to time-based RSUs (75%/25%) 2024 Proxy Statement 13 Table of Contents Proxy Sum

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