Pay vs Performance Disclosure
|
12 Months Ended |
36 Months Ended |
|
Mar. 31, 2023
USD ($)
$ / shares
|
Mar. 31, 2022
USD ($)
$ / shares
|
Mar. 31, 2021
USD ($)
$ / shares
|
Mar. 31, 2023 |
| Pay vs Performance Disclosure |
|
|
|
|
| Pay vs Performance Disclosure, Table |
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 and certain financial performance measures
of the Company for the fiscal years shown.
| | | | | | | | | | | 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 ($)
(I) |
| 2023 | | 15,597,911 | | 30,258,936 | | 4,097,332 | | 7,197,637 | | 275 | | 301 | | 793 | | 2.36 |
| 2022 | | 14,375,624 | | 16,510,494 | | 4,015,753 | | 4,098,165 | | 221 | | 218 | | 936 | | 1.96 |
| 2021 | | 11,897,879 | | 31,441,187 | | 4,577,458 | | 8,040,590 | | 219 | | 193 | | 613 | | 1.57 |
Column (b). Reflects compensation
amounts reported in the “Summary Compensation Table” for the CEO for the respective years shown.
Column (c).“Compensation
actually paid” to the CEO in each of FY23, FY22 and FY21 reflects the respective amounts set forth in column (b) of the
table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected
in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable
year. For information regarding the decisions made by the Compensation and People Committee in regards to the CEO’s compensation
for each fiscal year, please see the “Compensation Discussion & Analysis” sections of the proxy statements
reporting pay for the fiscal years covered in the table above.
| Fiscal Year CEO | | | 2021 | | | | 2022 | | | | 2023 | |
| SCT Total Compensation ($) | | $ | 11,897,879 | | | $ | 14,375,624 | | | $ | 15,597,911 | |
| Less: Stock Award Values Reported in SCT for the Covered Year ($) | | $ | 8,970,983 | | | $ | 10,484,149 | | | $ | 11,020,718 | |
| Plus: Fair Value for Stock Awards Granted in the Covered Year ($) | | $ | 16,629,811 | | | $ | 11,372,194 | | | $ | 16,892,976 | |
| Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | | $ | 11,080,893 | | | $ | 1,275,446 | | | $ | 10,802,925 | |
| Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) | | $ | 874,347 | | | $ | (28,621 | ) | | $ | (1,987,549 | ) |
| Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | | $ | 70,759 | | | $ | 0 | | | $ | 26,607 | |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Compensation Actually Paid ($) | | $ | 31,441,187 | | | $ | 16,510,494 | | | $ | 30,258,936 | |
Equity Valuations:
| • |
Performance share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. |
|
• |
The fair value of performance share units assumes estimated performance results as of the
end of each reporting year for applicable internal metrics, and the Monte Carlo value of target-level performance for the
market metrics in accordance with FASB ACS 718. |
|
• |
Consistent with FASB ASC 718, the fair value of EPS-based performance share units is based
on the estimated number of units to vest and Flex’s stock price as of each measurement date, while the fair value of
TSR-based performance share units is based on the target number of units and a Monte Carlo fair value, derived as of each
measurement date. For both performance share awards, the vest date fair value is equal to the number of units that actually
vested and Flex’s stock price on that date. |
| • |
Time-based restricted share unit grant date fair values are calculated using the stock price as of date of grant. |
|
• |
The fair value of time-based restricted unit grants as of the end of each reporting period
are calculated using the Monte Carlo value of stock price in accordance with FASB ACS 718. |
|
• |
Also consistent with FASB ASC 718, the fair value of time-based restricted stock units is
based on Flex’s stock price on each interim and final measurement date. |
Column (d). The following
non-CEO NEOs (collectively, the “Non-CEO NEOs”) are included in the average figures shown:
| • |
FY21: Francois P. Barbier, Christopher Collier, Michael P. Hartung, Paul
Humphries, Paul R. Lundstrom, and Scott Offer |
| • |
FY22: Francois P. Barbier, Michael P. Hartung, Paul R. Lundstrom, and Scott Offer |
| • |
FY23: Michael P. Hartung, Paul R. Lundstrom, Scott Offer, and Hooi Tan |
Column (e). Average “compensation
actually paid” for our non-CEO NEOs in each of FY23, FY22 and FY21 reflects the respective amounts set forth in column (d)
of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected
in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during
the applicable year. For information regarding the decisions made by our Compensation and People Committee in regards to the non-CEO
NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” sections of the
proxy statements reporting pay for the fiscal years covered in the table above.
| Fiscal Year | | | 2021 | | | | 2022 | | | | 2023 | |
| Non-CEO NEOs | | See Column
(d)
Note | | | See Column
(d)
Note | | | See Column
(d)
Note | |
| SCT Total Compensation ($) | | $ | 4,577,458 | | | $ | 4,015,753 | | | $ | 4,097,332 | |
| Less: Stock Award Values Reported in SCT for the Covered Year ($) | | $ | 2,945,442 | | | $ | 2,262,366 | | | $ | 2,169,700 | |
| Plus: Fair Value for Stock Awards Granted in the Covered Year ($) | | $ | 3,982,037 | | | $ | 2,453,994 | | | $ | 3,325,800 | |
| Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | | $ | 1,587,667 | | | $ | 165,239 | | | $ | 2,187,616 | |
| Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) | | $ | 2,003,436 | | | $ | (270,811 | ) | | $ | (239,733 | ) |
| Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) | | $ | (870,216 | ) | | $ | 0 | | | $ | 0 | |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | | $ | 294,349 | | | $ | 3,645 | | | $ | 3,678 | |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Compensation Actually Paid ($) | | $ | 8,040,590 | | | $ | 4,098,165 | | | $ | 7,197,637 | |
Equity Valuations:
| • |
Performance share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. |
|
• |
The fair value of performance share units assumes estimated performance results as of the
end of each reporting year for applicable internal metrics, and the Monte Carlo value of target-level performance for the
market metrics in accordance with FASB ACS 718. |
|
• |
Consistent with FASB ASC 718, the fair value of EPS-based performance share units is based
on the estimated number of units to vest and Flex’s stock price as of each measurement date, while the fair value of
TSR-based performance share units is based on the target number of units and a Monte Carlo fair value, derived as of each
measurement date. For both performance share awards, the vest date fair value is equal to the number of units that actually
vested and Flex’s stock price on that date. |
| • |
Time-based restricted share unit grant date fair values are calculated using the stock price as of date of grant. |
|
• |
The fair value of time-based restricted unit grants as of the end of each reporting period
are calculated using the Monte Carlo value of stock price in accordance with FASB ACS 718. |
|
• |
Also consistent with FASB ASC 718, the fair value of time-based restricted stock units is
based on Flex’s stock price on each interim and final measurement date. |
Column (f). For the relevant
fiscal year, represents the cumulative total shareholder return (TSR) of Flex for the measurement periods ending on March 31 of
each of 2023, 2022 and 2021, respectively.
Column (g). For the relevant
fiscal year, represents the cumulative TSR of the peer group consisting of Benchmark Electronics, Celestica Inc., Jabil Inc.,
and Sanmina Corporation (“Peer Group TSR”) for the measurement periods ending on March 31 of each of 2023, 2022 and
2021, respectively.
Column (h). Reflects “Net
Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K
for each of the years ended March 31, 2023, 2022 and 2021, respectively.
Column (i). Company-selected
Measure is Adjusted Earnings Per Share (EPS) which is described below. Adjusted EPS is a non-GAAP financial measure. See Annex
A to this proxy statement for a reconciliation of GAAP to non-GAAP financial measures.
|
|
|
|
| Company Selected Measure Name |
|
|
|
Adjusted Earnings Per Share (EPS)
|
| Named Executive Officers, Footnote |
|
|
|
Column (d). The following
non-CEO NEOs (collectively, the “Non-CEO NEOs”) are included in the average figures shown:
| • |
FY21: Francois P. Barbier, Christopher Collier, Michael P. Hartung, Paul
Humphries, Paul R. Lundstrom, and Scott Offer |
| • |
FY22: Francois P. Barbier, Michael P. Hartung, Paul R. Lundstrom, and Scott Offer |
| • |
FY23: Michael P. Hartung, Paul R. Lundstrom, Scott Offer, and Hooi Tan |
|
| Peer Group Issuers, Footnote |
|
|
|
Column (g). For the relevant
fiscal year, represents the cumulative TSR of the peer group consisting of Benchmark Electronics, Celestica Inc., Jabil Inc.,
and Sanmina Corporation (“Peer Group TSR”) for the measurement periods ending on March 31 of each of 2023, 2022 and
2021, respectively.
|
| PEO Total Compensation Amount |
$ 15,597,911
|
$ 14,375,624
|
$ 11,897,879
|
|
| PEO Actually Paid Compensation Amount |
30,258,936
|
16,510,494
|
31,441,187
|
|
| Adjustment To PEO Compensation, Footnote |
|
|
|
Column (c).“Compensation
actually paid” to the CEO in each of FY23, FY22 and FY21 reflects the respective amounts set forth in column (b) of the
table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected
in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable
year. For information regarding the decisions made by the Compensation and People Committee in regards to the CEO’s compensation
for each fiscal year, please see the “Compensation Discussion & Analysis” sections of the proxy statements
reporting pay for the fiscal years covered in the table above.
| Fiscal Year CEO | | | 2021 | | | | 2022 | | | | 2023 | |
| SCT Total Compensation ($) | | $ | 11,897,879 | | | $ | 14,375,624 | | | $ | 15,597,911 | |
| Less: Stock Award Values Reported in SCT for the Covered Year ($) | | $ | 8,970,983 | | | $ | 10,484,149 | | | $ | 11,020,718 | |
| Plus: Fair Value for Stock Awards Granted in the Covered Year ($) | | $ | 16,629,811 | | | $ | 11,372,194 | | | $ | 16,892,976 | |
| Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | | $ | 11,080,893 | | | $ | 1,275,446 | | | $ | 10,802,925 | |
| Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) | | $ | 874,347 | | | $ | (28,621 | ) | | $ | (1,987,549 | ) |
| Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | | $ | 70,759 | | | $ | 0 | | | $ | 26,607 | |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Compensation Actually Paid ($) | | $ | 31,441,187 | | | $ | 16,510,494 | | | $ | 30,258,936 | |
Equity Valuations:
| • |
Performance share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. |
|
• |
The fair value of performance share units assumes estimated performance results as of the
end of each reporting year for applicable internal metrics, and the Monte Carlo value of target-level performance for the
market metrics in accordance with FASB ACS 718. |
|
• |
Consistent with FASB ASC 718, the fair value of EPS-based performance share units is based
on the estimated number of units to vest and Flex’s stock price as of each measurement date, while the fair value of
TSR-based performance share units is based on the target number of units and a Monte Carlo fair value, derived as of each
measurement date. For both performance share awards, the vest date fair value is equal to the number of units that actually
vested and Flex’s stock price on that date. |
| • |
Time-based restricted share unit grant date fair values are calculated using the stock price as of date of grant. |
|
• |
The fair value of time-based restricted unit grants as of the end of each reporting period
are calculated using the Monte Carlo value of stock price in accordance with FASB ACS 718. |
|
• |
Also consistent with FASB ASC 718, the fair value of time-based restricted stock units is
based on Flex’s stock price on each interim and final measurement date. |
|
| Non-PEO NEO Average Total Compensation Amount |
4,097,332
|
4,015,753
|
4,577,458
|
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 7,197,637
|
4,098,165
|
8,040,590
|
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
|
|
Column (e). Average “compensation
actually paid” for our non-CEO NEOs in each of FY23, FY22 and FY21 reflects the respective amounts set forth in column (d)
of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected
in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during
the applicable year. For information regarding the decisions made by our Compensation and People Committee in regards to the non-CEO
NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” sections of the
proxy statements reporting pay for the fiscal years covered in the table above.
| Fiscal Year | | | 2021 | | | | 2022 | | | | 2023 | |
| Non-CEO NEOs | | See Column
(d)
Note | | | See Column
(d)
Note | | | See Column
(d)
Note | |
| SCT Total Compensation ($) | | $ | 4,577,458 | | | $ | 4,015,753 | | | $ | 4,097,332 | |
| Less: Stock Award Values Reported in SCT for the Covered Year ($) | | $ | 2,945,442 | | | $ | 2,262,366 | | | $ | 2,169,700 | |
| Plus: Fair Value for Stock Awards Granted in the Covered Year ($) | | $ | 3,982,037 | | | $ | 2,453,994 | | | $ | 3,325,800 | |
| Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | | $ | 1,587,667 | | | $ | 165,239 | | | $ | 2,187,616 | |
| Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) | | $ | 2,003,436 | | | $ | (270,811 | ) | | $ | (239,733 | ) |
| Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) | | $ | (870,216 | ) | | $ | 0 | | | $ | 0 | |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | | $ | 294,349 | | | $ | 3,645 | | | $ | 3,678 | |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Compensation Actually Paid ($) | | $ | 8,040,590 | | | $ | 4,098,165 | | | $ | 7,197,637 | |
Equity Valuations:
| • |
Performance share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. |
|
• |
The fair value of performance share units assumes estimated performance results as of the
end of each reporting year for applicable internal metrics, and the Monte Carlo value of target-level performance for the
market metrics in accordance with FASB ACS 718. |
|
• |
Consistent with FASB ASC 718, the fair value of EPS-based performance share units is based
on the estimated number of units to vest and Flex’s stock price as of each measurement date, while the fair value of
TSR-based performance share units is based on the target number of units and a Monte Carlo fair value, derived as of each
measurement date. For both performance share awards, the vest date fair value is equal to the number of units that actually
vested and Flex’s stock price on that date. |
| • |
Time-based restricted share unit grant date fair values are calculated using the stock price as of date of grant. |
|
• |
The fair value of time-based restricted unit grants as of the end of each reporting period
are calculated using the Monte Carlo value of stock price in accordance with FASB ACS 718. |
|
• |
Also consistent with FASB ASC 718, the fair value of time-based restricted stock units is
based on Flex’s stock price on each interim and final measurement date. |
|
| Tabular List, Table |
| Measure | | Nature | |
| Stock Price | | Financial | |
| Relative TSR | | Financial | |
| Adjusted EPS Growth | | Financial | |
|
|
|
|
| Total Shareholder Return Amount |
$ 275
|
221
|
219
|
|
| Peer Group Total Shareholder Return Amount |
301
|
218
|
193
|
|
| Net Income (Loss) |
$ 793,000,000
|
$ 936,000,000
|
$ 613,000,000
|
|
| Company Selected Measure Amount | $ / shares |
2.36
|
1.96
|
1.57
|
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Stock Price
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Relative TSR
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted EPS Growth
|
|
|
|
| PEO | Less: Stock Award Values Reported in SCT for the Covered Year ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 11,020,718
|
$ 10,484,149
|
$ 8,970,983
|
|
| PEO | Plus: Fair Value for Stock Awards Granted in the Covered Year ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
16,892,976
|
11,372,194
|
16,629,811
|
|
| PEO | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
10,802,925
|
1,275,446
|
11,080,893
|
|
| PEO | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(1,987,549)
|
(28,621)
|
874,347
|
|
| PEO | Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
|
| PEO | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
26,607
|
0
|
70,759
|
|
| PEO | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
|
| Non-PEO NEO | Less: Stock Award Values Reported in SCT for the Covered Year ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
2,169,700
|
2,262,366
|
2,945,442
|
|
| Non-PEO NEO | Plus: Fair Value for Stock Awards Granted in the Covered Year ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
3,325,800
|
2,453,994
|
3,982,037
|
|
| Non-PEO NEO | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
2,187,616
|
165,239
|
1,587,667
|
|
| Non-PEO NEO | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(239,733)
|
(270,811)
|
2,003,436
|
|
| Non-PEO NEO | Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
(870,216)
|
|
| Non-PEO NEO | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
3,678
|
3,645
|
294,349
|
|
| Non-PEO NEO | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
$ 0
|
|