Sanmina Corp DEF 14A: Executive Pay & Governance

Ticker: SANM · Form: DEF 14A · Filed: Jan 24, 2025 · CIK: 897723

Sanmina Corp DEF 14A Filing Summary
FieldDetail
CompanySanmina Corp (SANM)
Form TypeDEF 14A
Filed DateJan 24, 2025
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$340 million, $109 million, $227 million, $5.28
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

Sanmina's proxy statement is out, detailing exec pay and governance for the upcoming shareholder vote.

AI Summary

Sanmina Corp filed its DEF 14A on January 24, 2025, for the fiscal year ending March 10, 2025. The filing details executive compensation and corporate governance matters. Key financial periods covered include fiscal years ending September 28, 2024, September 30, 2023, October 1, 2022, and October 2, 2021.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and company governance, enabling informed voting decisions on proposals presented at the annual meeting.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing detailing executive compensation and corporate governance, not indicating immediate financial risk.

Key Numbers

  • 20250124 — Filing Date (Date the DEF 14A was filed.)
  • 20250310 — Report Period End Date (Conformed period of report for the filing.)

Key Players & Entities

  • SANMINA CORP (company) — Filer
  • 0000897723 (company) — Central Index Key
  • 2700 N FIRST ST (address) — Business and Mail Address
  • SAN JOSE (location) — City
  • DE (location) — State of Incorporation

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation plans.

What fiscal years are covered by the financial data mentioned in this filing?

The filing references financial data for fiscal years ending September 28, 2024, September 30, 2023, October 1, 2022, and October 2, 2021.

What is Sanmina Corp's Standard Industrial Classification (SIC) code?

Sanmina Corp's SIC code is 3672, which corresponds to Printed Circuit Boards.

When was Sanmina Corp previously known as Sanmina-SCI Corp?

The company's name changed from Sanmina-SCI Corp to Sanmina Corp on February 11, 2002.

Where is Sanmina Corp headquartered?

Sanmina Corp's business and mailing address is located at 2700 N First St, San Jose, CA 95134.

Filing Stats: 4,264 words · 17 min read · ~14 pages · Grade level 18 · Accepted 2025-01-24 16:04:59

Key Financial Figures

  • $340 million — in a dynamic environment. We generated $340 million of cash flow from operations. We reinve
  • $109 million — ash flow from operations. We reinvested $109 million into the Company through equipment upgr
  • $227 million — , we repurchased 4.0 million shares for $227 million. Our ongoing investments in share repur
  • $5.28 — non-GAAP diluted earnings per share was $5.28. We generated $340 million of cash flow

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 13 Proposal One: Election of Directors 15 Director Nominees 15 Attributes and Qualifications of Nominees 19 Independent Directors 19 Corporate Governance and Board Matters 20 Board Composition 20 Director Succession Planning, Tenure and Refreshment 21 Board Orientation and Continuing Education 21 Board Structure and Responsibilities 22 Compensation of Directors 29 Director Compensation Arrangements 29 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 30 Report of the Audit Committee of the Board of Directors 31 Proposal Three: Approval, on an Advisory (Non-Binding) Basis, of Compensation of Named Executive Officers 32 Compensation Discussion and Analysis 33 Executive Summary 33 Compensation Philosophy and Design-Related Features 39 Executive Officer Compensation Decisions for 2024 43 Other Compensation Program Features 48 Compensation Committee Report 50

Executive Compensation Tables

Executive Compensation Tables 51 Summary Compensation Table 51 Grants of Plan Based Awards 52 Outstanding Equity Awards at Fiscal 2024 Year-End 53 Non-Qualified Deferred Compensation Plan 55 Employment, Termination and Change in Control Arrangements 56 Pay Versus Performance 57 Pay Versus Performance 57 CEO Pay Ratio 60 Proposal Four: Approval of the Reservation of an Additional 1, 0 00,000 Shares of Common Stock for Issuance Under the 2019 Equity Incentive Plan 61 Reasons for Request 61 Description of the 2019 Plan 62 Proposal Five: Stockholder Proposal: Special Shareholder Meeting Improvement 70 Sanmina's Statement in Opposition 71 73

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 73 Certain Relationships and Related Person Transactions 75 Other Matters 76 Availability of Additional Information 77 Questions and Answers About Procedural Matters 78 Appendix A - Sanmina Corporation 2019 Equity Incentive Plan 84 Appendix B - Reconciliation of Non-GAAP Measures 96 4 SANMINA FISCAL 2024 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 32,000 employees across 21 countries 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 2025 Proxy Statement 5 Fiscal 2024 Highlights Fiscal 2024 Performance Fiscal 2024 was a transition year, with a soft first half followed by a stronger second half as we partnered with our customers across multiple end-markets to adjust inventory levels. For the full fiscal year, revenue was down 15.3%, non-GAAP operating margin was 5.4%, down 40 basis points, and non-GAAP diluted earnings per share was $5.28. We generated $340 million of cash flow from operations. We reinvested $109 million into the Company through equipment upgrades, sustainability improvements, facility expansions and technology advancements. We believe these investments further strengthen our position

Executive Compensation Highlights

Executive Compensation Highlights Components of 2024 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) Variable payout (70% to 130%) based upon level of achievement, with achievement of minimum threshold required for any payout High proportion of performance-based PSUs to time-based RSUs (60%/40%) 2025 Proxy Statement 13 Proxy Summary Compensation Practices What We Are Doing Pay for Performance —Our executive compensation program continues to emphasize performance-based (at risk) compensation, with the majority of the total target pay opportunities of our CEO tied to financial performance. All long-term incentive awards granted to our named executive officers in fiscal 2024 were equity incentives, reinforcing the linkage between executive pay and stockholder value creation. Stockholder Engagement on Executive Compensation Matters —We have a robust, year-round stockholder engagement program that provides valuable feedback and informs the Compensation Committee's annual evaluation of the executive compensation program. Not having received further stockholder feedback on our executive compensation program subsequent to t

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