UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant

Filed by a party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

FLEX LTD.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Message from
our CEO

Dear fellow shareholders and colleagues,

We have been through another year of the pandemic as the world grappled with the ongoing health and humanitarian crisis that caused so much hardship to many across the globe. Even amid this crisis, my Flex colleagues delivered for our customers and supported each other and their communities with tenacity and empathy. We have so much to be proud of for what we have accomplished and are excited about the journey ahead.

This year, we expanded our position in critical markets, demonstrated strong financial discipline and execution, and continued to invest in our businesses for sustainable growth and margin expansion. We strengthened our partnerships with our customers and suppliers as we navigated through the dynamic supply chain and Covid-19 environments. In addition, we further advanced our sustainability and governance agendas and implemented initiatives to cultivate a high-performing and inclusive culture.

For our fiscal year 2022, the second year of our Flex Forward long-term strategy, we returned to growth, achieving 7.9% in revenue growth, and reached several record financial milestones:

Our progress

We improved our mix, growing our Reliability segment revenue by 12%, which increased the segment by 2% of our total revenue. Our Agility segment revenue grew 4% this year and achieved record operating margins of 4.3%.

We have invested in manufacturing technology to maintain our leadership position in advanced manufacturing and leveraged our supply chain know-how to help our customers navigate the logistics challenges and the ongoing supply shortages. Our global footprint has enabled our customers to place their manufacturing closer to end markets, making their supply chains more resilient and increasingly more sustainable.

See Annex A to our proxy statement for a reconciliation of non-GAAP and GAAP financial measures.

In recognition of our progress, we are honored to have recently been recognized with three Manufacturing Leadership Awards for outstanding leadership and achievements in Enterprise Integration and Technology, Operational Excellence, and Sustainability and Circular Economy. Flex was also admitted into the World Economic Forum Global Lighthouse Network this year, starting with our Althofen facility. This achievement is a testament to our industry 4.0 capabilities that help our customers design, build, and deliver at scale. These advanced factories enable our customers to manufacture their products in regions close to their customers, more cost-effectively and with high quality.

In support of our long-term strategy to increase our technology capability and expand our portfolio of higher-margin solutions, this year, we also completed the acquisition of Anord Mardix, a global leader in critical power solutions. The addition adds to our technology portfolio of power products, expands our offerings in the hyperscale cloud market, and creates cross-selling opportunities with our core data center business.

We also progressed on our Nextracker business, a valuable part of our portfolio. We believe the right way to unlock the full value of Nextracker long-term is for it to operate as an independent company, and we continue to have a confidential S1 on file. This year, we announced an important partnership with TPG Rise Climate, TPG, Inc’s dedicated renewables and climate fund for our Nextracker business. This partnership is an important step in unlocking significant value.

Our opportunity

Looking ahead, we see Flex continuing to grow and increasing our strategic value in the industry. As we recently discussed at our Investor and Analyst Day meeting, we see demand for global, advanced manufacturing and outsourcing growing for the next several years and beyond. This growth is driven by large, macro trends, including the digitization of everything, regionalization, and sustainability requirements. These trends are complex and make it harder for companies to manage on their own. More than ever, leading brands are looking for outsourcing partners to help them navigate these complex challenges and increase their competitive advantage.

Many secular trends are also accelerating growth in various industries and markets. Whether it is 5G infrastructure, renewable energy, automation, electrification, hyperscale cloud, smart living, and more, these growth drivers are impacting most of the industries we serve. Our domain expertise combined with our full suite of manufacturing and supply chain capabilities positions us well to address these secular trends and help our customers effectively compete in these markets.

Flex is one of the few global companies well-positioned to address these macro and secular trends and give them new ways to differentiate. Our vast experience in manufacturing advanced electronics and integration, combined with a full suite of manufacturing capabilities and services, enables our customers to manufacture at scale and bring differentiated products to market anywhere in the world. Our global manufacturing, logistics, and service locations allow our customers to address the need for resilient supply chains and bring their production closer to their end customers. As customer demands for greener products and sustainability requirements increase, Flex can help our customers manage their complete product life cycles and build end-of-life strategies that address sustainability requirements.

We believe we are in a new era of outsourcing, driven by the unprecedented challenges we are facing on a global scale. Our unique capabilities put us at the forefront of being able to address and capitalize on this complex environment. Building on the momentum we created in the fiscal year 2022, we see continued long-term, profitable growth for Flex.

Our culture

Our culture is what makes us who we are. At Flex, the journey of building an inclusive and diverse culture continues to grow stronger every day. On our journey to create a high-performing and inclusive culture, we rolled out our Ways of Working initiative that brought our culture to life through behaviors that we will continue to measure ourselves against to drive accountability.

Diversity is an important priority for us, and to lead this effort from the top, we have added exceptional senior executives across operations, business, human resources, and strategy roles to my leadership team. These leaders bring a new perspective and expertise and will help us accelerate progress on our long-term strategy.

Another critical part of our journey at Flex is our commitment to sustainability. In fiscal 2022, we introduced our most ambitious sustainability goals for 2030. I am incredibly proud of our acceptance into the Science-based Targets initiative, a global movement comprised of leading companies working to reach the Paris Agreement’s goal of limiting global temperature rise to 1.5°C above preindustrial levels. Flex is in a unique position in the value chain not only to drive action to prevent the effects of climate change across our ecosystem but also, to help our customers and suppliers achieve their sustainability goals through sharing best practices and our circular economy solutions.

Beyond climate change, we also demonstrated our commitment to the communities in which we operate through our Flex Foundation and our sites worldwide. We have seen the horrors of the war in Ukraine and the need to support our communities and colleagues engulfed in tragedy. Through the generosity of our Flex employees and the Flex Foundation, we have supported refugee and relief efforts in Ukraine and surrounding countries through our partnerships with the Red Cross, Global Giving, and Save the Children. I am proud and grateful for how we have responded to this crisis and want to thank our employees and partners for how they have lived our values and taken care of our Ukrainian community.

I am very pleased with our progress on our journey to transform Flex into a high-performing, diversified advanced manufacturer.

I am very proud of how the entire Flex organization performed this year and am excited about the tremendous opportunity in front of us to grow and deliver even more value to our stakeholders. Thank you for your continued trust and partnership this year, and I look forward to continuing this incredible journey together.

Warm regards,

(This page has been left blank intentionally)

FLEX LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 199002645H)

Thursday August 25, 2022 9:00 a.m., Pacific time   Flex Ltd. 6201 America Center Drive, San Jose, CA 95002, U.S.A.				Notice of Annual General Meeting of Shareholders To Be Held on August 25, 2022   To Our Shareholders:   You are cordially invited to attend, and notice is hereby given of, the annual general meeting of shareholders of Flex Ltd., which will be held at our offices located at 6201 America Center Drive, San Jose, CA 95002, U.S.A., at 9:00 a.m., Pacific time, on August 25, 2022, for the purposes summarized below and described in more detail in the accompanying proxy statement.   Special notice regarding COVID-19. If you are not feeling well or think you may have been exposed to COVID-19, we ask that you vote by proxy for the 2022 annual general meeting. Should further developments with the COVID-19 situation necessitate that we change any material aspects of the annual general meeting, we will make public disclosure of such changes. We thank you for your cooperation as we prioritize the safety of our community and our shareholders.   We urge you to read the entire proxy statement carefully before voting. Unless the context requires otherwise, references in this notice and the proxy statement to “Flex,” the “Company,” “we,” “us,” “our” and similar terms mean Flex Ltd. or, as the case may be, Flex Ltd. and its subsidiaries. Flex is incorporated in the Republic of Singapore under the Companies Act 1967, which we refer to as the “Singapore Companies Act” or the “Companies Act 1967”.
Vote via Internet at www.proxyvote.com
Vote by Mail Sign and return your proxy card in the postage-paid envelope
Vote in Person at the Meeting on August 25, 2022 at 9:00 a.m., Pacific time
Please refer to the enclosed proxy materials or the information forwarded by your bank or other holder of record to see which voting methods are available to you.

2022 Proxy Statement

7

Important Notice Regarding Electronic Availability of Proxy Statement and Annual Report

We are pleased to furnish proxy materials to our shareholders on the Internet, as permitted by Securities and Exchange Commission (“SEC”) rules. Commencing on or about June 30, 2022, we will make available to our shareholders (including all of our registered shareholders) a Notice of Availability of Proxy Materials on the Internet (referred to as the Notice) containing instructions on how to: (i) access the proxy statement and our annual report, (ii) submit their proxies via the Internet, and (iii) request a printed copy of our proxy materials.

Proxy Voting Matters

You may revoke your proxies at any time before they are voted. Registered shareholders who are present at the meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.

Voting Matters at the Annual General Meeting

We are asking shareholders to vote on five proposals at the meeting:

Resolutions Proposed for Shareholder Approval as Ordinary Business

Each of the resolutions proposed for approval by our shareholders is as follows:

2022 Proxy Statement

8

Resolutions Proposed for Shareholder Approval as Special Business

Each of the resolutions proposed for approval by our shareholders is shown below:

“RESOLVED THAT, the shareholders of Flex approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion and Analysis and the compensation tables and related disclosures contained in the section of the accompanying proxy statement captioned ‘Executive Compensation’.”

This resolution is being proposed to shareholders as required pursuant to Section 14A of the U.S. Securities Exchange Act of 1934, as amended. The shareholders’ vote on this resolution is advisory and non-binding in nature, will have no legal effect and will not be enforceable against Flex or its Board of Directors.

“RESOLVED THAT, pursuant to the provisions of Section 161 of the Companies Act 1967, but subject otherwise to the provisions of the Companies Act 1967 and our Constitution, authority be and hereby is given to our Directors to:

2022 Proxy Statement

9

Notes

Singapore Financial Statements

At the 2022 annual general meeting, our shareholders will have the opportunity to discuss and ask any questions that they may have regarding our Singapore audited financial statements for the fiscal year ended March 31, 2022, together with the directors’ statement and auditors’ report thereon, in compliance with Singapore law. Shareholder approval of our audited financial statements is not being sought by the accompanying proxy statement and will not be sought at the 2022 annual general meeting.

Eligibility to Vote at Annual General Meeting

Receipt of Notice. The Board of Directors has fixed the close of business on June 27, 2022 as the record date for determining those shareholders of the Company who are entitled to receive copies of this notice and accompanying proxy statement. However, all shareholders of record on August 25, 2022, the date of the 2022 annual general meeting, will be entitled to vote at the 2022 annual general meeting.

Quorum

Representation in person or by proxy of at least 33-1/3% of all outstanding Ordinary Shares of the Company is required to constitute a quorum to transact business at a general meeting of our shareholders.

Proxies

A shareholder entitled to attend and vote at the 2022 annual general meeting is entitled to appoint a proxy to attend and vote on the shareholder’s behalf. A proxy need not also be a shareholder. Even if you plan to attend the meeting, we encourage you to vote promptly. You may vote your shares through one of the methods described in the enclosed proxy statement. A proxy card submitted by mail must be received by Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not less than 48 hours before the time appointed for holding the 2022 annual general meeting. Please review the instructions on the proxy card and notice of availability of proxy materials regarding the submission of proxies via the Internet, which provide, among other things, for the transmission of voting instructions up until 11:59 p.m. Eastern time on the day before the meeting. You may revoke your proxy at any time before it is voted. Registered shareholders who are present at the meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.

2022 Proxy Statement

10

Disclosure Regarding Share Purchase Mandate Funds

Only funds legally available for purchasing or acquiring our issued Ordinary Shares in accordance with our Constitution and the applicable laws of Singapore will be used by us to purchase or acquire our own issued Ordinary Shares pursuant to the proposed renewal of the Share Purchase Mandate referred to in this notice. We intend to use our internal sources of funds and/or borrowed funds to finance the purchase or acquisition of our issued Ordinary Shares. The amount of financing required for us to purchase or acquire our issued Ordinary Shares, and the impact on our financial position, cannot be ascertained as of the date of this notice, as these will depend on, among other things, the number of Ordinary Shares purchased or acquired, the price at which such Ordinary Shares are purchased or acquired, and whether the Ordinary Shares purchased or acquired are held in treasury or cancelled. Our net tangible assets and the consolidated net tangible assets of the Company and its subsidiaries will be reduced by the purchase price (including any expenses) of any Ordinary Shares purchased or acquired and cancelled or held as treasury shares. We do not anticipate that the purchase or acquisition of our Ordinary Shares in accordance with the Share Purchase Mandate would have a material impact on our financial condition and cash flows.

Personal Data Privacy

By submitting an instrument appointing a proxy or representative to attend, speak and vote at the 2022 annual general meeting and any adjournment thereof, a shareholder of the Company (i) consents to the collection, use and disclosure of the shareholder’s personal data by us (or our agents or service providers) so we (or our agents or service providers) can process, administer and analyze proxies and representatives appointed for the 2022 annual general meeting (including any adjournment thereof) and prepare and compile the attendance lists, minutes and other documents relating to the 2022 annual general meeting (including any adjournment thereof), and in order for us (or our agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations or guidelines (collectively, the “Purposes”), (ii) warrants that where the shareholder discloses the personal data of the shareholder’s proxy or representative to us (or our agents or service providers), the shareholder has obtained the prior consent of such individual for the collection, use and disclosure by us (or our agents or service providers) of such personal data for the Purposes, and (iii) agrees that the shareholder will indemnify us in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder’s breach of warranty.

By order of the Board of Directors,

Tay Hong Chin Regina

Company Secretary

Singapore

June 30, 2022

2022 Proxy Statement

11

(This page has been left blank intentionally)

2022 Proxy Statement

13

Proxy Summary

This summary does not contain all of the information that you should consider, and you should read the complete proxy statement carefully before voting. For more complete information regarding the Company’s 2022 fiscal year performance, please review the Company’s 2022 Annual Report on Form 10-K. For additional information regarding voting rights and proxy solicitation, please see “Other Matters” on page 98.

Voting Matters at the Annual General Meeting

Proposal		Recommendation		Page Reference
1.	Re-election of directors		FOR each nominee	42
2.	Re-appointment of Deloitte & Touche LLP		FOR	51
3.	Advisory vote on executive compensation		FOR	54
4.	General authorization to allot and issue ordinary shares		FOR	86
5.	Authorization to repurchase ordinary shares		FOR	87

How to Cast Your Vote

Each Ordinary Share is entitled to one vote for each director nominee and one vote for each of the other proposals. Your vote is important to us, and we encourage you to vote using one of these methods:

Vote in Person at the Meeting				If you are a beneficial holder and hold your shares through a bank, broker, or other nominee, you must request a “legal proxy” from the nominee in order to vote at the meeting. You will find instructions on how to request a “legal proxy” at www.proxyvote.com.
Vote via Internet				at www.proxyvote.com Follow the instructions on your Notice. If you are a beneficial holder and hold your shares through a bank, broker, or other nominee, your nominee may not permit you to vote online.
Vote by Mail				Sign and return your proxy card. If you do not have a proxy card, you can request one by contacting us at:   Flex Ltd. 6201 America Center Drive San Jose, California 95002 (408) 577-4632

2022 Proxy Statement

14

Business Summary

Who We Are and What We Do

Flex is the diversified manufacturing partner of choice that helps market-leading brands design, build and deliver innovative products that improve the world. Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, Flex delivers advanced manufacturing solutions and operates one of the most trusted global supply chains, supporting the entire product lifecycle with fulfillment, after-market, and circular economy solutions for diverse industries including cloud, communications, enterprise, industrial, consumer devices, lifestyle, healthcare, and energy.

Our purpose is to make great products that create value and improve people’s lives. Our vision is to be the most trusted global technology, supply chain and manufacturing solutions partner to improve the world, and our mission is to achieve our vision and fulfill our purpose. People are at the heart of everything we do. We believe in creating a work environment that empowers every team member to thrive, while prioritizing employee safety, well-being and inclusiveness. Flex continues to further a dynamic, ever-evolving culture where employees embody behaviors aligned with our values. Our values define and drive us and our Ways of Working bring our values to life through actions and provide a framework for how we make decisions.

Our values and ways of working

Our strategy is to continue investing in areas where we can differentiate and add value, whether through engineering and design services, product technologies or developing differentiated processes and business methods. We are strengthening our abilities in software, robotics, AI, factory automation, and other disruptive technologies. We select ethical partners and integrate the supply chain so that our customers can operate efficiently and responsibly. We are committed to investing in our employees and communities, which includes addressing critical environmental issues.

Our three reporting business segments are as follows:

2022 Proxy Statement

15

Fiscal Year 2022 Highlights

Performance and Company Highlights for Fiscal Year 2022

During fiscal year 2022, we achieved record performance, reflective of our execution and dedication to deliver for our customers and all our stakeholders. Key financial highlights from the fiscal year include:

Sustainability Highlights (pg. 21)

We strive to make a lasting positive impact for our employees, customers and shareholders and aim to follow social and environmental practices that make our partners and shareholders proud. Our efforts have been widely recognized, garnering awards for sustainability including the Manufacturing Leadership Awards and inclusion in S&P Global’s Sustainability Yearbook. Below are some highlights of our sustainability practices.

2022 Proxy Statement

16

Corporate Governance Highlights (pg. 28)

Flex strives for excellence in corporate governance practices, which we recognize is fundamental to maintaining the trust of our shareholders, customers, and employees. Flex’s management and Board of Directors continually evaluate processes and implement procedures designed to maintain strong governance and operational standards. Below are some highlights of our corporate governance practices.

2022 Proxy Statement

17

Nominees to our Board of Directors (pg. 43)

Our Board believes that its composition appropriately reflects the knowledge, experience, skills, diversity, and other characteristics required to fulfill its duties. As discussed in further detail below, Jennifer Li and Willy C. Shih, Ph.D. are not being nominated for re-election and will be retiring from the Board pursuant to Article 94 of our Constitution, as amended, effective as of the conclusion of the 2022 annual general meeting.

The following provides information about our nominees.

2022 Proxy Statement

18

			Flex Committees
Name and Principal Occupation	Independent	Director Since	Audit	NG&PR	Compensation and People	Other Public Company Boards
Revathi Advaithi Chief Executive Officer, Flex Ltd.	No	2019				Uber Technologies, Inc.
Michael D. Capellas + Principal, Capellas Strategic Partners	Yes	2014				Cisco Systems, Inc. Elliott Opportunity II Corp. The Beauty Health Company
John D. Harris II Retired Vice President of Business Development, Raytheon Company	Yes	2020				Cisco Systems, Inc. Kyndryl Holdings, Inc.
Michael E. Hurlston President and Chief Executive Officer, Synaptics Incorporated	Yes	2020				Synaptics Incorporated
Erin L. McSweeney Executive Vice President and Chief People Officer, UnitedHealth Group Incorporated	Yes	2020				None
Marc A. Onetto Principal, Leadership from the Mind and the Heart LLC	Yes	2014				None
Charles K. Stevens, III Retired Chief Financial Officer, General Motors Company	Yes	2018				Eastman Chemical Company Masco Corporation Tenneco 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.
William D. Watkins Retired Chief Executive Officer, Imergy Power Systems, Inc.	Yes	2009				Avaya Holdings Corp.

+	Independent Board Chair
	Chair
	Audit Committee Financial Expert

2022 Proxy Statement

19

Executive Compensation Highlights (pg. 55)

Our pay-for-performance compensation philosophy aims to tie actual pay delivery to performance. We believe above-target performance should be rewarded when achieved, and below-target performance should lead to reduced compensation, including zero payouts for incentive elements when performance thresholds are not met. We also believe we should deliver a significant portion of executive pay in the form of equity awards, which are directly aligned with value delivered to shareholders.

2022 Proxy Statement

20

Sustainability

Flex’s purpose is to make great products for our customers that create value and improve people’s lives. Sustainability is at the core of our purpose and is embedded in our culture. We work to have a lasting positive impact in the form of value for all our stakeholders by taking an ecosystem approach to sustainability. We seek to address material issues, risks, and opportunities by conforming to internal and external standards and thoughtfully executing our social and environmental management system, programs, and initiatives.

We strive for social and environmental betterment through our robust management systems. Our sustainability system, which is modeled largely on the Responsible Business Alliance (RBA) requirements, consolidates several management systems into one, and incorporates current environmental, labor, human rights, health, safety, and ethics standards. As a founding member of the RBA, Flex is committed to modeling its requirements.

In partnership with our customers and suppliers, we are committed to significantly lowering emissions through science-based targets, investing in our communities, advancing a safe, inclusive, and respectful work environment for all, and driving environmental, social and governance (ESG) focused practices with transparency.

Sustainability Governance and Strategy

Given our commitment to sustainability, we recognize the importance of a strong foundation of sustainability governance. Our Board of Directors engages in an annual review of Flex’s sustainability program including our ESG efforts and participates in an annual ESG director education session. Our Nominating, Governance and Public Responsibility Committee oversees Flex’s sustainability risks and remediation efforts, including the Company’s sustainability, including environmental, social and governance policies and programs. These policies and programs also address human rights, climate change, and risk mitigation.

Our executive management team receives regular sustainability updates. In addition, we have a Corporate Sustainability Leadership Committee, a multidisciplinary group composed of global leaders throughout the Company who represent the key functional areas with responsibility for sustainability efforts, including operations, human resources, supply chain, regulatory compliance, account management, and communications. This committee meets quarterly to share information with people across various teams within Flex who are directly responsible for implementing and managing sustainability initiatives.

We endeavor to align our efforts with global sustainability organizations and initiatives, including the United Nations Global Compact, that contribute to broader calls to action and collective progress toward a healthier future. In the past year, we joined the Science Based Targets initiative, and in connection with joining such initiative, we have adopted greenhouse gas emissions reduction targets necessary to meet the Paris Agreement goals, including limiting global warming to 1.5°C above preindustrial levels.

2022 Proxy Statement

21

2030 Sustainability Goals

In calendar year 2021, continuing our purpose-driven journey, we developed our next set of long-term sustainability goals that focus on key areas where we can make a measurable, direct, and positive impact. We’ve set new sustainability goals through 2030 against a refreshed framework centered on our world, our people and our approach spanning several pillars.

We are committed to:

Notable 2030 goals include:

Sustainability and Our People

Our approximately 170,000 global employees are at the core of who we are and what we do. We believe that our performance is driven by our workforce. To maintain competitiveness and world-class capabilities, we focus on hiring and retaining the world’s best talent. We have focused on attracting the best engineering, functional and operational leaders and have accelerated efforts to develop the future leaders of the Company. We consistently review and refine our human capital management programs, policies, and procedures to ensure that they attract, select, develop, engage and retain strong, diverse talent. Our policies, philosophy and strategies support the inclusion of all people in our working environment. Further, we’re committed to respecting the human rights of our employees and improving their quality of life.

2022 Proxy Statement

22

Human Capital Management Governance

Because our employees are central to our success as a business, the Board plays an active role in overseeing our human capital management efforts. The Compensation and People Committee of our Board of Directors is responsible for assisting the Board in discharging this oversight duty and continues to work closely with the executive management team in helping to shape our culture and focus efforts on developing formal human capital management and talent development initiatives to better support our workforce as the Company continues to evolve.

The Compensation and People Committee’s oversight activities in this area include, among other aspects, receiving periodic updates (not less than twice annually) regarding, and overseeing any significant change to, our human capital management strategy including corporate culture, inclusion, pay and opportunity equity, diversity, social initiatives and results, and talent training, development and retention programs and results. Additionally, the Compensation and People Committee reviews the performance of and succession planning for our CEO and executive officers.

Workplace Culture and Talent Management

Recognizing the importance of a healthy workplace culture, we launched a culture initiative in 2019 designed to define and communicate who we are and who we want to be as a company. This process resulted in the promulgation of our vision, purpose, mission, values, and the development and launch of our “Ways of Working”. We developed and continue to execute programs to embed our culture into our daily actions including employee engagement through surveys and round table discussions with our executive leadership; virtual development and volunteer programs; and recognition programs. In 2021, we launched a global training program for people managers to communicate, practice skills and share learnings related to our Ways of Working, which are behaviors that enable us to live our values every day. Each quarter, people leaders take training and hold discussions with their teams on Ways of Working and other culture topics, like leadership behaviors and inclusion. This initiative is an enterprise-wide priority to continue to create a culture that differentiates Flex in the market.

Diversity, Equity & Inclusion

A key aspect of our corporate mission is to provide a safe environment with growth opportunities for our employees to prosper. One way we pursue this goal is by prioritizing diversity, equity and inclusion. We recognize the value of our human capital as an asset to our business. We also recognize that the sum of the individual differences, life experiences, knowledge, inventiveness, innovation, self-expression, unique capabilities, and talent that our employees invest in their work represents a significant part of our culture, enhances our reputation and contributes to our success. We embrace and encourage our employees’ differences, and nurture a sense of collective pride and belonging. We strive to ensure that all Flex employees are empowered to do their best and advance in their careers.

In the last year, we continued our progress on improving diversity, equity and inclusion through employee programs. Our employee resource groups (“ERGs”) work to create a community that fosters freedom of self, build cultural awareness, and develop a new generation of diverse leaders at Flex by establishing a sustainable structure with executive support that challenges bias and promotes unity. With over 10,000 members, the Company maintains ERG chapters worldwide across eight identities: Asian and Pacific Islander, Black, LatinX, LGBTQ+, People with Disabilities, Women, Women in Tech, and Veterans. These groups help to create a sense of belonging and support retention and attraction. Each ERG has an executive sponsor and is supported by senior leaders across the Company. The Company also held cultural awareness activities throughout the year to highlight specific groups including People with Disabilities Awareness Weeks, Black History Month, Asian Pacific Heritage Month, PRIDE Month, LatinX Heritage Month, and Women’s History Month.

In partnership with McKinsey, we offered leadership development opportunities through their Management Accelerator and Executive Leadership Program to 45 Asian, 16 Black and 36 Latinx employees. We also enhanced SheLeads, our global leadership development program for women employees, offered leadership coaching to 20 of our top gender and ethnically diverse leaders, and continued to implement inclusive leadership training for people managers to, among other things, provide tools to help managers lead more inclusively and improve diversity in recruiting. Furthermore, we leveraged external community partnerships with organizations such as Catalyst, the Business Roundtable, National Society of Black Engineers (NSBE), and The Valuable 500 to amplify our impact in recruiting and retaining diverse talent.

2022 Proxy Statement

23

As of March 31, 2022, women represent 43% of our global employees, and underrepresented minorities (those who identify as Black/African American, Hispanic/Latinx, Native American, Pacific Islander and/or two or more races) represent 47% of our U.S. employees. Approximately 19% of our executive team and approximately 22% of our leadership team (director level and above) are female. Approximately 23% of our executive team and approximately 32% of our U.S. leadership team (director level and above) are comprised of underrepresented minorities.

We are proud of the success we have had in making Flex a more inclusive and diverse workplace. Looking forward, we plan to execute on our commitment to diversity, equity and inclusion by establishing, publishing, and working towards corporate goals including:

Human Rights

We are committed to respecting the human rights of all people throughout our operations and in our value chain. Accordingly, the Company works to foster a culture that respects and promotes human rights. Our commitment to human rights is outlined in our Code of Business Conduct and Ethics. We have also adopted a Human Rights Policy to, among other things, create awareness and establish expectations related to legal requirements, ethical practices and human rights. Our Human Rights Policy is aligned with the United Nations Guiding Principles on Business and Human Rights and is inclusive of rights outlined in the United Nations Universal Declaration of Human Rights to the extent those rights apply to business operations. It applies to our Company, all employees on a worldwide basis and to our value chain, including our suppliers and vendors. We have also adopted a Company statement on forced labor and human trafficking which describes our global practices to address forced labor.

In addition to these policies, Flex is an active member of the Responsible Business Alliance (or RBA), the world’s largest industry coalition dedicated to corporate social responsibility in global supply chains. Through this organization’s efforts, including its Responsible Labor Initiative, we work with others across industries aimed to ensure that the rights of workers vulnerable to forced labor in global supply chains are consistently respected and promoted. Flex is also an active member of the Global Business Initiative on Human Rights. The mission of this organization is to advance human rights in a business context through cross-industry peer learning, outreach, and thought-leadership to shape policy and practice.

Talent Attraction, Development, and Retention

Talent attraction, development, and retention are critical to our success and core to our mission as a company. To support the advancement of our employees, we provide training and development programs and opportunities encouraging advancement from within while we continue to fill our team with strong and experienced external talent. We leverage both formal and informal programs, including in-person (as health and safety practices and policies allow), virtual, social and self-directed learning, mentoring, coaching, and external development to identify, foster, and retain top talent. Employees have access to courses through our learning and development platform, Flex Learn. In 2021, over 36,000 of our employees completed approximately 1 million hours of training programs. Flex has undertaken initiatives to keep employees who are working from home engaged during COVID-19, including virtual learning programs and check-in sessions.

We are also focused on completing talent and performance reviews. Our in-depth talent reviews serve to identify high potential talent to advance in roles with greater responsibility, assess learning and development needs, and establish and refresh succession plans for critical leadership roles across the enterprise. Our performance review process promotes transparent communication of team member performance, which we believe is a key factor in our success. The performance and the talent reviews enable ongoing assessments, reviews, and mentoring to identify career development and learning opportunities for our employees.

As a part of our efforts to improve employee experiences at Flex, we conduct the annual enterprise-wide employee engagement “Flex Voice” survey. Our leadership uses the results of the survey to continue developing our strengths and measure opportunities for improvement. This year, 85% of employees completed the Flex Voice survey and the results reflected increased enthusiasm and engagement.

2022 Proxy Statement

24

Compensation and Benefits

Our total rewards are designed to attract, motivate and retain employees at all levels of the Company. Our compensation philosophy is driven by the desire to attract and retain top talent, while ensuring that compensation aligns with our corporate financial objectives and the long-term interests of our shareholders. Our pay structures offer competitive salaries, bonuses, and equity awards in the countries where we operate.

In each of the countries where we have operations, our comprehensive benefit plans offer a locally competitive mix of some or all of the following: medical, dental and vision insurance, short and long-term disability, flexible spending accounts, various types of voluntary coverage, and other benefit programs. We routinely benchmark our salaries and benefits against market peers to ensure our total rewards package remains competitive.

Employee Health, Safety and Wellness

Flex is committed to providing a safe and injury-free workplace. We promote a “zero-injury” culture through health and safety management systems that implement a data-driven and risk-based approach in monitoring and reporting performance regularly. In calendar year 2021, we decreased our health and safety incident rate by 17% compared to 2020. Furthermore, as a part of our 2030 Sustainability Goals, we have committed to reducing total case incident rate to below 0.2 by 2025 and to certifying all manufacturing operations as ‘RBA factory of choice’ by 2025.

We provide programs and tools aimed at improving physical, mental, financial, and social well-being, with increased focus during the COVID-19 pandemic. Our programs give our employees access to a variety of innovative, flexible, and convenient health and wellness programs, including on-site health centers in some of our major factories, which were once again increasingly critical this year for our essential workers who have worked on site since the start of the COVID-19 pandemic.

The COVID-19 pandemic continues to have an impact and is felt by every citizen, country, community, and company. At Flex, our first priority continues to be ensuring the health and safety of our employees, suppliers and business partners, while supporting essential manufacturing for infrastructure services and critical healthcare products to aid in the global response to the pandemic.

We took several actions in response to the COVID-19 pandemic:

	On a company-wide basis, we established Regional and Site Crisis Management Teams to assure dedicated operational management of COVID-19 at all workplaces. We deployed resiliency plans based in science and focused on the well-being of our workforce while keeping our workplaces operating safely.
	Our leadership teams initiated enhanced health and safety measures at all workplaces and in accordance with the local risk conditions as COVID-19 waves ebbed and flowed worldwide. Our focus is the health and safety of our employees.
	We modified practices at our manufacturing locations and offices to require personal protective equipment, sanitization measures, temperature checks, assurance audits, contact tracing, social distancing, and on-site access to vaccinations well before these measures were mandated.

2021 COVID-19 Resiliency
Masks	Temp Screening	Contact Tracing	Assurance Audits	Case Mgt	VAX
51M Masks  Issued – 129M+  made by Flex	31.9M  Screenings	13K CT’s  Performed	4.5K Audits  Conducted	21,451 Cases  Managed	112,863 Doses  Enabled

2022 Proxy Statement

25

As one of the world’s largest medical device manufacturers, we recognized that we had a responsibility to do our part to join the fight against COVID-19. With many of the products we make for our healthcare customers related to critical care in high demand, we continued our efforts to deliver critical products, personal protective equipment, oxygen concentrators, patient monitors, infusion pumps, and ICU beds. At the heart of this extraordinary effort are the tens of thousands of Flex workers in our factories who continue to work around the clock to live up to our purpose.

2021 Sustainability Impact

During the 2021 calendar year, we continued our focus on ESG activities as highlighted below.

Our World: Environmental and Community Achievements

Our People: Employee, Health and Safety, and Diversity, Equity & Inclusion Achievements

2022 Proxy Statement

26

Our Approach: Ethics, Supply Chain, Governance, and Partner Achievements

Sustainability Partnerships and Recognition

In addition to being a founding member of the RBA, we are also a member of the Responsible Minerals Initiative, Global Business Initiative on Human Rights, GRI Community, the Business for Social Responsibility Network, the Business Ethics Leadership Alliance by Ethisphere Company, the UN Global Compact Network, the Silicon Valley Education Foundation, the Boston College Center for Corporate Citizenship, the Ellen MacArthur Foundation, and the Supplier Ethical Data Exchange. Additionally, Flex has signed the World Business Council for Sustainable Development Pledge for Access to Safe Water, Sanitation, and Hygiene at the Workplace. Finally, our CEO, who is a member of the Business Roundtable (“BRT”), signed the BRT Statement on the Purpose of a Corporation, which declares that corporations have a role beyond meeting investors’ financial expectations. Also, our CEO joined the World Economic Forum’s Alliance of CEO Climate Leaders.

Our commitment to sustainability has earned us positive feedback from shareholders and recognition from some of the most prestigious sustainability ratings agencies.

Further information regarding our sustainability program and achievements, including demographic data, can be found in our annual sustainability reports at flex.com/about/sustainability. The information on our website and in the sustainability reports is not a part of this proxy statement and is not incorporated by reference.

2022 Proxy Statement

27

Corporate Governance

We are proud of Flex’s legacy of corporate governance throughout the past 50+ years. We continually build on that legacy with ethical business oversight, robust risk management, and pay-for-performance compensation programs in order to ensure accountability to our shareholders, customers, employees, and communities.

Board of Directors

Our Board of Directors oversees and provides policy guidance on our strategic and business planning processes, oversees the conduct of our business by senior management, and is principally responsible for the succession planning for our key executives, including our Chief Executive Officer. We strive to maintain optimal board composition to ensure diverse, insightful and dedicated oversight of our vision, purpose, and mission.

Board Leadership Structure

Our Board of Directors believes the most effective leadership structure for Flex at the present time is for the roles of CEO and Chair of the Board to be separated, and for the Chair of the Board to be an independent director. Flex has separated the roles of CEO and Chair of the Board since 2003. Our Board of Directors believes that having an independent Chair ensures a greater role for the independent directors in the oversight of the Company, and also provides the continuity of leadership necessary for the Board to fulfill its responsibilities. The Board retains the authority to modify this leadership structure as appropriate to best address the Company’s needs at any given time and to serve the best interests of our shareholders, customers, and employees.

Ms. Advaithi has served as our Chief Executive Officer and a member of our Board of Directors since February 11, 2019. The Board appointed Mr. Capellas, an independent director, as Chair of the Board in 2017. The following chart demonstrates how the Company has separated these two leadership roles.

	Michael D. Capellas			Revathi Advaithi
	Board Chair			Chief Executive Officer
	•  Oversees CEO succession •  Oversees the Board evaluation process •  Calls meetings of the Board and independent directors •  Provides management with feedback regarding the information that is necessary for the independent directors to effectively and responsibly perform their duties •  Acts as a liaison between the independent directors and the CEO on sensitive/critical issues			•  Sets strategic direction for the Company •  Provides day-to-day leadership over Company operations •  Focuses on execution of business strategy, growth and development •  Sets the tone-at-the-top for company culture •  Develops and oversees enterprise-wide initiatives

Meeting Attendance and Executive Sessions

Each of our directors is committed to providing prudent oversight of our business through regularly scheduled meetings, special meetings, ad hoc conversations, and time spent with management. In fiscal year 2022, our Board of Directors held a total of 8 meetings, and our Board committees held a collective total of 25 meetings. We have a rigorous attendance tracking program and recorded an average attendance rate of 98.4% (with every director attending over 75% of the Board and applicable committee meetings held during their period of service in fiscal year 2022).

All directors are encouraged to attend the annual general meeting, but attendance is not required. Every director who was on the Board at the time attended the Company’s 2021 annual general meeting.

Our independent directors meet at regularly scheduled Board and committee meetings in executive sessions without management participation. During fiscal year 2022, our independent directors met 7 times in executive session during Board meetings.

2022 Proxy Statement

28

Director Independence

As required by the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”), a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. Flex’s director independence guidelines incorporate the definition of “independence” adopted by Nasdaq. Using these guidelines, our Board has determined that each of the Company’s directors, other than Ms. Advaithi, is independent. This means that the directors designated as “independent” do not have any business or family relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director or has any otherwise disqualifying relationship.

In making the independence determinations, the Board and the Nominating, Governance and Public Responsibility Committee considered certain transactions, relationships, and arrangements involving some of the directors and concluded that such transactions, relationships, and arrangements did not impair the independence of the director. In particular, the following relationships were considered:

Mr. Hurlston is the President and Chief Executive Officer and a member of the board of directors of Synaptics Incorporated (“Synaptics”). Flex purchased or sold goods and services from Synaptics on an arms’-length basis in the ordinary course of its business during fiscal year 2022. The amount that Flex paid to Synaptics, and the amount received in each fiscal year by Flex from Synaptics, did not exceed the greater of $200,000 or 5% of the recipient’s consolidated gross revenues for that year.

In addition to the above, Messrs. Capellas, Harris, Stevens, and Watkins and Ms. Li are non-employee directors of other companies with respect to which Flex purchased or sold goods and services on an arms’-length basis in the ordinary course of its business during fiscal year 2022, including ABB Ltd., Avaya Holdings Corp., Cisco Systems, Inc., Eastman Chemical Company, and Maxim Integrated Products, Inc.

Process for Identifying and Adding New Directors and Succession Planning

Our Nominating, Governance and Public Responsibility Committee regularly considers the long-term makeup of our Board and how board composition changes over time. The committee also considers the skills needed on our Board as our business evolves, and strives to achieve a balance and diversity of knowledge, experience, and capabilities on our Board and to ensure that our Board has the benefit of a variety of skills derived from our directors’ business and professional experiences. To that end, the Nominating, Governance and Public Responsibility Committee engages in Board succession planning by assessing the need to adjust the size of the Board or supplement the Board’s expertise in a substantive area, and by determining whether prospective nominees have relevant skills and experience. For more information on specific qualities and skills we look for in potential directors, see Proposal 1, which begins on page 42.

The Board seeks to balance the knowledge and experience that comes from longer-term board service with new ideas and perspectives that can come from new directors. Since 2020, we have added four new directors. The average tenure of the director nominees, under six years, reflects an appropriate balance between different perspectives brought by newer and longer-serving directors.

As part of its continuous review of our Board composition, the Nominating, Governance and Public Responsibility Committee decided that our Board would benefit from a broader array of perspectives and skills and engaged a third-party search firm to assist it in identifying and assessing potential director candidates. In January 2022, the Board appointed a new independent director, Mr. Patrick J. Ward. Mr. Ward was identified as a potential candidate by the third-party search firm. The addition of Mr. Ward brings additional financial and executive expertise to our Board. Mr. Ward is being nominated by the Board for re-election by our shareholders at our 2022 annual general meeting.

The Nominating, Governance and Public Responsibility Committee generally recruits, evaluates, and recommends nominees for our Board based upon recommendations from our directors and management. From time to time, we retain a third-party search firm to help identify potential candidates. The Nominating, Governance and Public Responsibility Committee will consider recommendations submitted by shareholders and will evaluate such prospective nominees using the same standards that are applicable for all Board candidates. Shareholders can recommend qualified candidates for our Board by contacting our corporate secretary at Flex Ltd., 2 Changi South Lane, Singapore 486123. Submissions for individuals who meet the criteria outlined above will be forwarded to the Nominating, Governance and Public Responsibility Committee for review and consideration. Shareholder recommendations for our 2023 annual general meeting should be made before March 2, 2023 to ensure adequate time for meaningful consideration. We did not receive any such recommendations from our shareholders for the 2022 annual general meeting.

2022 Proxy Statement

29

Board’s Role in Risk Oversight

Flex’s enterprise risk management process is designed to identify risks that could affect our ability to achieve business goals and strategies, to assess the likelihood and potential impact of significant risks to the Company’s business, and to prioritize risk control and mitigation. Risk management oversight is an essential Board responsibility. Our Board’s role in risk oversight involves both the full Board and each of its standing committees. The Board as a group is regularly updated on specific risks in the course of its review of corporate strategy and business plans, and as part of reports to the Board by its standing committees. The Board believes that Flex’s leadership structure, with an independent Chair, supports the Board’s risk oversight function by ensuring a strong role for the independent directors.

Flex has a resiliency framework that includes crisis management, cybersecurity and information technology, disaster recovery and business continuity planning. Combined, these programs form a readiness umbrella for crisis situations designed to meet the needs of our Company. Every crisis is situational, and the framework we have adopted is adaptable. For example, to address the multifaceted implications of COVID-19, Flex assembled a worldwide crisis management team of senior leadership, which gives us both a centralized view of the global impact of COVID-19 and a single point of strategic orchestration. Our Board of Directors is regularly informed by our resiliency advisory, crisis management, and executive leadership teams and remains actively engaged in identifying, monitoring, and mitigating the risks to Flex’s stakeholders that arise from time to time.

2022 Proxy Statement

30

In addition to the general oversight of the Company’s risks, during fiscal year 2022 the Board in particular continued its oversight of the risks presented by the COVID-19 pandemic and cybersecurity concerns, as well as ESG matters, as described further below.

COVID-19 Oversight

The Board continues to receive regular updates concerning the impact of and the Company’s response to the COVID-19 pandemic. These updates focus on the supply chain interruptions caused by the pandemic, employee safety and protective measures, disruptions to the Company’s plant operations, and supply chain resilience. The Board expects to continue to receive information from management relating to the effects of the pandemic on the Company, its operations and employees on a regular basis for the foreseeable future.

ESG Oversight

As discussed above, we recognize the importance of a strong foundation of sustainability governance. Our Nominating, Governance and Public Responsibility Committee has primary responsibility for shaping and overseeing the Company’s corporate governance, including our corporate responsibility and sustainability policies and programs, considering such matters as human rights, social issues, and environmental risks and opportunities.

The Nominating, Governance and Public Responsibility Committee receives regular reports from Company management who review both recent activity and the Company’s long-term sustainability strategies. Additionally, the committee reviews the Company’s annual sustainability report, and regularly reviews and assesses current and emerging ESG issues, trends, regulatory developments, and best practices. Our Board engages in an annual review of the Company’s sustainability program and participates in an annual ESG director education session.

Cybersecurity Oversight

We recognize that cyber risks are enterprise-wide issues for the Board to oversee. Our Audit Committee has primary responsibility for overseeing risks associated with our information technology, including cybersecurity. This includes reviewing the Company’s risk profile and plans to improve its cybersecurity posture and responses to data breaches, as well as reviewing annually the adequacy and effectiveness of the Company’s information and technology security policies and the internal controls regarding information and technology security and cybersecurity.

Our cybersecurity program is led by our Chief Information Security Officer and includes protocols for preventing, detecting, addressing, and responding to cybersecurity incidents. Our program includes business continuity, disaster recovery planning and testing, and security vulnerability assessments. As part of our information security training program, we provide cybersecurity awareness training to equip our employees with information they need to understand the dangers of social engineering, detect potential attacks, and take appropriate actions to protect our business with security best practices. From time to time, we engage independent security firms to assess, audit, and certify components of our cybersecurity program. Our global information security management program is ISO 27001:2013 certified.

Our Audit Committee receives regular reports (at least quarterly) from our Chief Information Officer and Chief Information Security Officer who review both quarterly activity and long-term cybersecurity strategies of the Company, as well as general cybersecurity trends for possible impact on the Company.

In addition to the above, our Board reviews these topics twice annually. Should a material cyber incident rise to the level of a corporate crisis, consistent with the Company’s crisis response protocols, the Board would be engaged.

Board’s Role in Succession Planning

The responsibilities of our Board, with the assistance of the Compensation and People Committee, include periodically reviewing and assessing succession plans for the Chief Executive Officer position and for other executive officers in order to ensure that Flex continues to have the talent we need to successfully develop and execute our strategy and conduct our business. Our Board has a long-term and continuing program for effective senior leadership development and active succession oversight.

On at least an annual basis, the Board, with the assistance of the Compensation and People Committee, performs this review and assessment which includes strengths, opportunities, and information regarding diversity. In another Board meeting, the Board also discusses development and retention of executive talent. Directors become familiar with potential successors for key executive positions through various means, including regular organization and talent reviews, presentations to the Board, and formal and informal meetings.

2022 Proxy Statement

31

Board Evaluation Process

Our Board continually seeks to improve its performance, and self-evaluations are an annual undertaking at Flex. A comprehensive self-evaluation framework allows the Board to assess its performance and practices and identify areas for improvement, and is critical to maintaining optimal Board effectiveness.

Our Nominating, Governance and Public Responsibility Committee oversees the formal annual evaluation process. Each year, the Nominating, Governance and Public Responsibility Committee determines the substance and structure of the evaluation for the Board, the Board committees, and each individual director based on prevailing corporate governance practices. Our Board periodically engages an independent third-party evaluation firm to augment the Board’s annual evaluation process. We believe that this continuous feedback cycle, along with our formal annual evaluation process, contributes to the overall functioning and ongoing effectiveness of our Board.

Our annual Board evaluations cover several areas, including the following:

	Board and committee overall effectiveness		Quality and clarity of materials presented to directors
	Board and committee structure and processes		Satisfaction with communication between meetings
	Board and committee composition		Satisfaction with Board and committee meeting frequency and length
	Quality of Board and committee discussions and balance between presentations and discussion		Satisfaction with Board and committee meeting agendas and meeting content
	Board member access to the Chair of the Board, CEO and other members of Company management		View on Board and committee evaluation process itself, and how it might be improved

Below is a summary of our Board evaluation process:

2022 Proxy Statement

32

Board Committees

Our Board has delegated oversight responsibility for certain risks and operations to its three standing committees: Audit, Compensation and People, and Nominating, Governance and Public Responsibility. The directors who serve on each of these committees have in-depth and relevant experience, knowledge and expertise. In addition, all three standing committees are composed entirely of independent directors, including, for the Audit and Compensation and People Committees, directors who meet the heightened independence requirements prescribed by the SEC and Nasdaq for members of such committees. Our Board has adopted, and annually reviews, a charter for each standing committee. All three charters are available on our website under “Investor Relations—Corporate Governance.” All committees regularly meet in executive session without members of management present.

2022 Proxy Statement

33

2022 Proxy Statement

34

Director Orientation and Continuous Education

Flex is a complex company operating in an ever-changing, multi-national geopolitical landscape. To ensure our directors stay abreast of the new and changing risks we face, we offer our directors comprehensive orientation and continuing education programs.

The key objectives of our programs are to:
	Allow directors to be well-informed and to expand their knowledge of trends and issues relevant to Flex’s business and their role
	Keep directors current on leading and next-level boardroom practices
	Support directors in performing their oversight duties
	Promote a deep understanding of emerging issues affecting our business so they can engage management in knowledge-based discussions about associated opportunities, risks, and challenges
	Strengthen any weaknesses of individual board members
	Update directors’ knowledge about corporate governance issues, compliance matters and industry trends

New Director Orientation

When a new director joins the Board, we conduct an orientation program that includes, among other things, a review of the Company’s purpose, business strategy and operations, technology, sustainability, financial condition, legal and regulatory framework and other relevant topics. New directors speak or meet directly with members of the executive team and other key employees to better understand our business and operations.

Director Continuing Education

We support current directors in their ongoing learning by offering continuing education opportunities. Each year, the Nominating, Governance and Public Responsibility Committee designs the structure and substance of the annual director continuing education program. The program may include presentations by thought leaders and industry experts, formal education sessions, meetings with management subject matter experts, participation in industry forums, and site visits. As part of our program, our directors regularly attend “deep dives” on current topics of interest and technology training.

In fiscal year 2022, director education topics included:
	Corporate governance best practices and trends
	Board and management roles and responsibilities with regard to ESG governance
	Cybersecurity and information systems risks and key developments
	Global tax developments

We also encourage our directors to participate in appropriate educational programs offered by organizations outside of the Company, such as shareholder advisory firms, accounting firms, corporate governance trade organizations, law firms, and universities, to assist our directors in maintaining their expertise in areas related to the work of the Board and the directors’ committee assignments. The Company reimburses directors for all reasonable fees and expenses associated with attending such programs, up to $10,000 per director in any fiscal year.

2022 Proxy Statement

35

Stakeholder Engagement and Outreach

We believe that a robust stakeholder outreach program is an essential component of maintaining our strong corporate governance practices. Ongoing communication with our stakeholders helps our Board and management team gather useful feedback on a wide range of topics. In our discussions with investors, we seek their input on a variety of corporate governance, human capital management and executive compensation and sustainability topics. We strive for a collaborative approach with investors to solicit and understand a variety of perspectives.

Our Board and management team engage on a year-round basis with a range of stakeholders, including not only our shareholders, but also our dedicated workforce, trusted vendors, and global customers. As part of Flex’s dedication to having a positive impact on all of our stakeholders, the Company has designed an engagement program that offers ongoing opportunities to provide feedback and influence Flex’s corporate activity and sustainable growth.

Year-Round Shareholder Engagement

The Company’s Board of Directors and management team understand that engagement benefits our shareholders and the Company equally. Because ongoing shareholder engagement is a priority, we maintain a robust engagement program throughout the year, as shown below.

2022 Proxy Statement

36

2022 Shareholder Engagement Highlights

Over the past twelve months, we proactively reached out to shareholders to solicit feedback about our business, corporate governance, and executive compensation programs in one-on-one sessions. In addition, in March 2022, we hosted a virtual “Investor and Analyst Day,” during which members of our executive and leadership team provided updates on the Company’s progress in advancing our strategy aligned with our purpose and values.

During these meetings, we listened to our shareholders provide feedback on the following topics, as well as additional considerations.

Corporate Governance Policies

Built upon our dedication to corporate governance, Flex has implemented a comprehensive corporate governance framework that includes our Code of Business Conduct and Ethics (“CoBCE”), Guidelines with Regard to Certain Governance Matters, and Board Committee Charters. All are available on the Corporate Governance page of the Investor Relations section of our website.

Flex is a company built on relationships, and trust is the cornerstone of all relationships. We build on that trust by striving to do the right thing. Our values are shaped by a commitment to transparency, accountability, respect and inclusion.

Our CoBCE provides the framework of ethics that governs our business. Among other things, our CoBCE provides guidance and policy regarding ethics, compliance, harassment, conflicts of interests, antitrust and competition, bribery, insider trading, cyber and information security, and environmental protection. The CoBCE applies to all of our directors, officers, and employees, and in calendar year 2021 98% of our eligible employees worldwide completed online CoBCE training. In keeping with SEC rules, we use the Investor Relations section of our website to disclose any substantive amendment to, or material waiver from, any provision of the CoBCE that applies to our principal executive officer, principal financial officer, principal accounting officer, controller, or any individual who performs similar functions.

Our Guidelines with Regard to Certain Governance Matters provides guidance and policy regarding director qualifications, committee structure, director and officer share ownership, director independence, and related-party transactions. The Guidelines with Regard to Certain Governance Matters apply to all of our directors and officers and are reviewed on an annual basis.

Shareholder Communications with our Board of Directors

Our shareholders may communicate with our Board of Directors by sending an e-mail to Board@flex.com. Communications submitted to this e-mail address are regularly reviewed by the Company’s CEO, CFO, or General Counsel, and are submitted to the Chair of the Board, the entire Board of Directors, or individual directors, as appropriate, depending on the nature of the communication. Correspondence that is unrelated to the duties and responsibilities of the Board of Directors will be redirected or excluded, as appropriate.

2022 Proxy Statement

37

Fiscal Year 2022 Non-Employee Directors’ Compensation

Non-Employee Director Compensation Program

Objective of Non-Employee Director Compensation Program

The key objective of our non-employee director compensation program is to attract and retain a diverse group of highly-qualified directors with the necessary skills, experience, and character to serve on the Company’s Board of Directors. By using a combination of cash and equity-based compensation, the Nominating, Governance and Public Responsibility Committee intends to recognize the time commitment, expertise, and potential liability relating to active Board service, while also aligning the interests of our directors with the long-term interests of our shareholders. For a further discussion of the specific experience, attributes, skills and qualifications our directors bring to the Company, see “Proposal No. 1: Re-election of Directors – Skills, Qualifications and Diversity of Nominees” on page 43.

Review of Non-Employee Director Compensation Program

The Nominating, Governance and Public Responsibility Committee, annually at minimum, reviews and makes recommendations to our Board for the compensation of our non-employee directors. Management, with input and guidance from our independent compensation consultant, assists the Nominating, Governance and Public Responsibility Committee in this task by compiling director compensation data from the annual reports and proxy statements of companies in our peer comparison group. For information regarding our peer group, see “Compensation Discussion and Analysis–Competitive Positioning” on page 61.

In fiscal year 2022, the Nominating, Governance and Public Responsibility Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”), to help the Committee determine whether the compensation paid to our non-employee directors is competitive when compared to the practices of our peers. The Nominating, Governance and Public Responsibility Committee reviewed, among other things, the existing cash compensation of our non-employee directors and the grant date fair value of restricted share unit awards. With FW Cook’s assistance, the Nominating, Governance and Public Responsibility Committee also considered compensation trends and share ownership guidelines for non-employee directors. The Nominating, Governance and Public Responsibility Committee concluded that our program remains competitive.

Components of Non-Employee Director Compensation Program

Non-employee directors can elect to receive their annual cash compensation, or any portion thereof, in the form of fully vested, unrestricted shares of the Company.

The share election option and structure of our non-employee director compensation program emphasizes equity compensation, which rewards increases in stock price, over cash fees. The Board of Directors believes our overall pay mix, which is consistent with peer practice, supports alignment of directors’ interests with those of Flex’s shareholders.

In addition to the compensation provided to our non-employee directors, each non-employee director is reimbursed for any reasonable out-of-pocket expenses incurred in connection with attending in-person meetings of the Board of Directors and Board committees, as well as for any fees incurred in attending continuing education courses for directors up to $10,000 per director in any 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.”

2022 Proxy Statement

38

Fiscal Year 2022 Annual Compensation

Under the Singapore Companies Act, we may only provide cash compensation to our non-employee directors for services rendered in their capacity as directors with the prior approval of our shareholders at a general meeting. Our shareholders approved the current cash compensation arrangements for our non-employee directors at certain of our previous annual general meetings, with the most recent modifications approved at our 2017 annual general meeting. The current arrangements include the following annual cash retainers, all of which are paid quarterly in arrears:

The cash compensation for non-employee directors who serve less than a full quarter is pro-rated for the number of days actually served. Non-employee directors do not receive any non-equity incentive compensation or participate in any pension plan or deferred compensation plan.

At our 2013 annual general meeting of shareholders, our shareholders approved a change in the structure of our non-employee director compensation program that allows non-employee directors to receive compensation in the form of Company shares, cash, or a combination thereof, at the director’s election. Accordingly, each non-employee director can elect to receive the annual retainer(s) described above, in whole or in part, in the form of fully vested, unrestricted Ordinary Shares of the Company. A non-employee director making such an election will receive shares having an aggregate value equal to the portion of cash compensation exchanged, with the value based on the closing price of our shares on the date the compensation would otherwise have been paid in cash.

Fiscal Year 2022 Equity Compensation

Yearly Restricted Share Unit Awards

Each non-employee director is eligible to receive grants of restricted share unit awards at the discretion of our Board of Directors. In accordance with the compensation program recommended by the Nominating, Governance and Public Responsibility Committee and approved by the Board, each non-employee director receives, following each annual general meeting, a restricted share unit award with an aggregate fair market value of $185,000 on the date of grant. These yearly restricted share unit awards vest in full on the day immediately prior to the next year’s annual general meeting. During fiscal year 2022, each non-employee director, other than Mr. Patrick J. Ward who was appointed on January 26, 2022, received a restricted share unit award covering 10,475 Ordinary Shares under this program.

Initial Awards

Upon initially becoming a director of the Company, each non-employee director receives a pro-rated portion of the annual restricted share unit award granted to our continuing directors. These awards vest on the date immediately prior to our next annual general meeting. In connection with his appointment to the Board on January 26, 2022, Mr. Ward received a restricted share unit award covering 6,402 Ordinary Shares.

2022 Proxy Statement

39

Compensation for the Non-Employee Chair of the Board

In keeping with the Company’s philosophy pertaining to non-employee director compensation, the Nominating, Governance and Public Responsibility Committee seeks to provide competitive compensation to the non-employee Chair of the Board that recognizes the extensive time commitment and additional responsibilities the Chair role entails, while ensuring the Chair’s interests remain aligned with the long-term interests of our shareholders. Flex’s non-employee Chair, Mr. Capellas, brings deep experience, a dedication to serving the Company, institutional knowledge, and strong leadership to Flex, among other skills and qualifications (see also “Proposal No. 1: Re-election of Directors – Skills, Qualifications and Diversity of Nominees” on page 43).

The Nominating, Governance and Public Responsibility Committee, with the assistance of FW Cook, reviewed the compensation of the Chair of the Board. As with the review of compensation for the non-employee directors generally, this review considered whether the compensation paid to our Chair was competitive when compared to the practices of our peer group of companies. The review by FW Cook supported the view that our non-employee Chair’s compensation is competitive with the market and aligned with shareholder interests.

Components of Compensation for the Non-Employee Chair

In addition to the cash and equity grants described above, our non-employee Chair is entitled to receive, following each annual general meeting, an additional yearly restricted share unit award with an aggregate fair market value of $50,000 on the date of grant. These shares will vest on the day immediately prior to the next year’s annual general meeting. During fiscal year 2022, the Chair of the Board received a restricted share unit award of 2,831 additional Ordinary Shares.

Non-Employee Director Share Ownership Guidelines

We increased our non-employee director share ownership guidelines during fiscal year 2020 to require our non-employee directors to hold a minimum number of our Ordinary Shares equivalent to five (5) times their annual cash retainer (currently $90,000) for serving as a director. Non-employee directors should reach this goal within five years of the date they are elected to our Board. As the minimum holding requirements were increased in fiscal year 2020 (from the previous requirement of four times the annual cash retainer), non-employee directors then in office were given an additional three-year grace period to meet this obligation. All of our non-employee directors have already met the higher minimum share ownership requirements or are on target to be in compliance with the requirements before the applicable deadline.

Director Summary Compensation in Fiscal Year 2022

The following table sets forth the fiscal year 2022 compensation for our non-employee directors.

2022 Proxy Statement

40

The table below shows the aggregate number of Ordinary Shares underlying unvested restricted share units held by our non-employee directors as of the 2022 fiscal year-end:

The non-employee directors do not hold any share options.

Treatment of Unvested Restricted Share Unit Awards upon a Change of Control

All of our non-employee directors have outstanding restricted share unit awards. Information regarding the treatment of outstanding restricted share units is described in the section titled “Potential Payments Upon Termination or Change in Control.”

2022 Proxy Statement

41

Proposals to be Considered at the 2022 Annual General Meeting of Shareholders

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.

Our Board is currently comprised of 12 members. Jennifer Li and Willy C. Shih, Ph.D., current directors, are not being nominated by the Board for re-election and will be retiring from the Board pursuant to Article 94 of our Constitution, as amended, effective as of the conclusion of the 2022 annual general meeting.

Ms. Li is not being nominated for re-election due to time constraints and other board obligations. The Board and management are grateful to Ms. Li for her dedicated service and valuable contributions as a director.

Mr. Shih will continue to serve on the Board of Managers of Nextracker LLC, the entity resulting from the Company’s recent separation of the Nextracker business in connection with TPG Rise Flash L.P.’s $500 million investment. Mr. Shih was appointed to the Board in 2008. Flex has benefited greatly from Mr. Shih’s exceptional commitment and sound business judgment. The Board and management would like to thank Mr. Shih for his significant contributions to the Company.

Upon the recommendation of our Nominating, Governance and Public Responsibility Committee, the Board of Directors has nominated 10 of our incumbent directors who will retire from office at the 2022 annual general meeting as required by Article 94 of our Constitution, for re-election. If all of the Board’s nominees are elected, the Board will be composed of 10 members immediately following the annual general meeting.

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 2022 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 2022 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.

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

2022 Proxy Statement

42

Nominees to our Board of Directors

Flex is committed to having a diverse and predominantly independent Board of Directors representing a range of critical skills. Our nominees represent a responsible blend of long-serving directors who have in-depth knowledge of our business and newer members who bring fresh perspectives and additional skills.

Skills, Qualifications and Diversity of Nominees

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 candidates to be presented for appointment or election to our Board. Our Board believes that a wide range of viewpoints is critical to effective board deliberations, corporate governance and oversight. The Nominating, Governance and Public Responsibility Committee assesses board diversity through periodic board composition evaluations.

The general attributes we expect all directors to have are high professional and personal ethics and values, an understanding of the Company’s business and industry, advanced education, broad-based business acumen, and the ability to think strategically. These meaningful skills and experiences are just one aspect of diversity that the Board highly values. When reviewing potential board nominees, the Nominating, Governance and Public Responsibility Committee considers the holistic diversity of the Board, including gender, race, ethnicity, age, and cultural background.

2022 Proxy Statement

43

While the Company does not specify minimum criteria for candidates, the Board’s overall diversity is a significant consideration in the director nomination process. Our Guidelines with Regard to Certain Governance Matters and the charter of our Nominating, Governance and Public Responsibility Committee provide that the Company and the Nominating, Governance and Public Responsibility Committee are committed to actively seeking highly-qualified candidates that contribute to the diversity of background of our board (including diversity of gender, age, race, ethnicity and cultural background) for consideration when the Board undertakes director searches. As the below summary provides in additional detail, our director nominees bring a variety of these skills and experiences to the Board and reflect an appropriate combination of qualifications to represent and further the long-term interests of the Company’s shareholders.

For this year’s election, the Board has nominated 10 individuals who bring valuable and diverse skills, experiences, and characteristics to the Board. Their collective experience covers a wide range of geographies and industries. Two of these nominees, or 20%, are women, and three nominees, or 33%, are racially/ethnically diverse. Further, our Board has a good balance of experienced and new directors, with more than half our incumbent director nominees having tenures of less than five years.

The following matrix highlights many of the specific experience, attributes, skills and qualifications that our nominees for director bring to the Company and that are considered when evaluating and recommending candidates for appointment or election to our Board. Each director candidate has self-identified the following demographic information.

Revathi Advaithi

Michael D. Capellas

John D. Harris II

Michael E. Hurlston

Erin L. McSweeney

Marc A. Onetto

Charles K. Stevens, III

Lay Koon Tan

Patrick J. Ward

William D. Watkins

Environmental and Sustainability

Human Capital Management

Global Operations

Supply Chain

Technology

Business Development and Strategic Planning

Corporate Governance

Financial and Audit

Risk and Compliance

Industry Leadership

Number of Additional Public Company Boards

1

3

2

1

0

0

3

0

1

1

Gender

Female

Male

Male

Male

Female

Male

Male

Male

Male

Male

Race/Ethnicity

Asian

White

Black | Native American

White

White

White

White

Asian

White

White

Independence

Tenure on Flex’s Board

3

8

1

1

2

8

3

10

<1

13

2022 Proxy Statement

44

				Environmental and Sustainability	Experience in environmental and sustainability topics, which is instrumental to Flex’s foundation of sustainability governance and the Company’s position as a leader in sustainability efforts.
				Human Capital Management	Experience in human resources, compensation and benefits, recruiting and retaining employees, succession planning, and developing and maintaining a strong workplace culture. Our Board recognizes that human capital management is a high priority for the Company as an important component to maintaining our competitiveness and world-class capabilities and as we focus on hiring and retaining the world’s best talent.
				Global Operations	Experience operating in a global context by managing international enterprises, residence abroad, and studying other cultures adds impactful insight and diversity to our Board’s oversight of Flex’s global footprint, including its workforce and operations in 30 countries across five continents, and enables our Board to support management in producing solutions across international markets.
				Supply Chain	Experience in executive positions overseeing supply chain management and exposure to supply chain issues, which is invaluable in overseeing and guiding Flex’s supply chain services that involve a network of over 100 locations across the globe.
				Technology	Experience in the technology sector enables our Board to guide Flex’s strategy regarding the design and manufacturing of enterprise and consumer products.
				Business Development and Strategic Planning	Executive level experience with business and customer development and long-term strategic planning and execution, allowing our Board to actively support the development and execution of Flex’s long-term strategy and continued business transformation.
				Corporate Governance	Experience on other public company boards, demonstrating an understanding of Flex’s reporting obligations and responsibilities to our shareholders, and positioning our Board to adopt best practices in public company corporate governance.
				Financial and Audit	Experience in accounting and audit functions and the ability to analyze financial statements and oversee budgets, providing critical oversight and support of Flex’s financial reporting and responsibility to shareholders and other stakeholders.
				Risk and Compliance	Experience identifying, mitigating, and managing risk in enterprise operations, which allows our Board to fulfill its risk oversight responsibilities.
				Industry Leadership	Experience in executive positions within the technology sector or within the manufacturing sector – areas that are fundamental to Flex’s business, strategic plan, and growth.

Board Diversity

As discussed above, the Board believes the current nominees embody a diverse range of viewpoints, backgrounds and skills, including with respect to tenure, gender, and race/ethnicity. In accordance with Nasdaq’s new Board Diversity Rules, the following Board Diversity Matrix provides certain information regarding the composition of our Board members as of June 30, 2022, including Ms. Li and Mr. Shih, who are not nominees for re-election, and is based on voluntary self-identification. Each of the categories listed in the table has the meaning as it is used in Nasdaq Rule 5605(f).

2022 Proxy Statement

45

Board Diversity Matrix (as of June 30, 2022)

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

2022 Proxy Statement

46

2022 Proxy Statement

47

2022 Proxy Statement

48

2022 Proxy Statement

49

2022 Proxy Statement

50

Proposal No. 2:  Re-Appointment of Independent Auditors for Fiscal Year 2023 and Authorization of our Board to Fix Their Remuneration

Our Audit Committee has approved, subject to shareholder approval, the re-appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to audit our financial statements and records for the fiscal year ending March 31, 2023, and to perform other appropriate services. In addition, pursuant to Section 205(16) of the Singapore Companies Act, our Board of Directors is requesting that the shareholders authorize the directors, upon the recommendation of the Audit Committee, to fix the auditors’ remuneration for services rendered through the 2023 annual general meeting. We expect that a representative from Deloitte & Touche LLP will be present at the 2022 annual general meeting. This representative will have the opportunity to make a statement and is expected to be available to respond to appropriate questions.

Deloitte & Touche LLP has been the Company’s independent registered public accounting firm since 2002. The Company has been advised by Deloitte & Touche LLP that neither it nor any of its associates has any direct or material indirect financial interest in the Company.

Principal Accountant Fees and Services

Set forth below are the aggregate fees billed by Deloitte & Touche LLP, a member firm of Deloitte Touche Tohmatsu, and its respective affiliates for services performed during fiscal years 2022 and 2021. All audit and permissible non-audit services reflected in the fees below were pre-approved by the Audit Committee in accordance with established procedures.

Audit Fees consist of fees for professional services rendered by our independent registered public accounting firm for the audit of our annual consolidated financial statements included in our Annual Report on Form 10-K (including services related to rendering an opinion under Section 404 of the Sarbanes-Oxley Act of 2002) and the review of our consolidated financial statements included in our Quarterly Reports on Form 10-Q.These fees include fees for services that are normally incurred in connection with statutory and regulatory filings or engagements, such as comfort letters, statutory audits, and consents and the review of documents filed with the SEC.

Audit-Related Fees consist of fees for assurance and related services by our independent registered public accounting firm that are reasonably related to the performance of the audit and not included in Audit Fees.

Tax Fees consist of fees for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning services, including assistance regarding federal, state and international tax compliance, return preparation, tax audits and customs and duties.

All Other Fees consist of fees for professional services rendered by our independent registered public accounting firm for permissible non-audit services.

Audit Committee Pre-Approval Policy

Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee also may pre-approve particular services on a case-by-case basis.

Our Audit Committee has determined that the provision of non-audit services under appropriate circumstances may be compatible with maintaining the independence of Deloitte & Touche LLP, and that all such services provided by Deloitte & Touche LLP to us in the past were compatible with maintaining such independence. The Audit Committee is sensitive to the concern that some non-audit services, and related fees, could impair independence. However, the Audit Committee also

2022 Proxy Statement

51

recognizes that in some areas, services that are identified by the relevant regulations as “tax fees” or “other fees” are sufficiently related to the audit work performed by Deloitte & Touche LLP that it would be highly inefficient and unnecessarily expensive to use a separate firm to perform those non-audit services. The Audit Committee intends to evaluate each such circumstance on its own merits, and to approve the performance of non-audit services where it believes efficiency can be obtained without meaningfully compromising independence.

The Board recommends a vote “FOR” the re-appointment of Deloitte & Touche LLP as our independent auditors for fiscal year 2023 and authorization of the Board, upon the recommendation of the Audit Committee, to fix their remuneration.

Message from the Audit Committee

We, the members of Flex’s Audit Committee, assist our Board of Directors in overseeing financial accounting and reporting processes; systems of internal controls; the appointment, compensation and oversight of our external auditor; and our compliance with legal and regulatory requirements. We are committed to the values of independence and transparency in the discharge of our duties.

In furtherance of independent oversight, our Audit Committee is composed entirely of independent and financially literate directors, including four audit committee financial experts. Further, we annually assess the independence of our external auditors considering any non-audit fees or services and the tenure of our lead audit partner.

We also take measures to ensure transparency between ourselves, members of management, and our external auditors including holding regular private sessions with external auditors, maintaining open lines of communication with members of management, and performing annual assessments of the qualifications and work quality of our external auditors.

We typically hold at least 6 meetings each fiscal year, in connection with regularly scheduled Board meetings and the filing of year-end financial results. Additionally, we meet as needed to address emerging concerns including financial and accounting practices and ethics and compliance concerns. Specifically, in discharging our oversight duties at each regularly scheduled Audit Committee meeting, we:

For an exhaustive discussion of our responsibilities, we invite you to review our Audit Committee charter which we assess on an annual basis and revise, if necessary.

Audit Committee Report

The Audit Committee has reviewed and discussed with management and with our independent auditors, Deloitte & Touche LLP, our audited consolidated financial statements for the fiscal year ended March 31, 2022, as well as management’s assessment and our independent auditors’ evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2022. Flex management represented to the Audit Committee that our audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

2022 Proxy Statement

52

The Audit Committee also discussed with our independent auditors the matters required to be discussed by the applicable rules of the Public Company Accounting Oversight Board and the SEC. The Audit Committee also has discussed with our independent auditors the firm’s independence from Company management and the Company, and reviewed the written disclosures and letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee also has considered whether the provision of non-audit services by our independent auditors is compatible with maintaining the independence of the auditors. The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent auditors. All audit and permissible non-audit services performed by our independent auditors during fiscal years 2022 and 2021 were pre-approved by the Audit Committee in accordance with established procedures.

Our independent auditors perform an independent audit of our consolidated financial statements in accordance with generally accepted auditing standards and express an opinion on these consolidated financial statements. In addition, our independent auditors express their own opinion on the effectiveness of our internal control over financial reporting. The Audit Committee monitors these processes.

Based on the Audit Committee’s discussions with management and our independent auditors and based on the Audit Committee’s review of our audited consolidated financial statements together with the reports of our independent auditors on the consolidated financial statements and the representations of our management with regard to these consolidated financial statements, the Audit Committee recommended to the Company’s Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022, which was filed with the SEC on May 20, 2022.

Submitted by the Audit Committee of the Board of Directors:

2022 Proxy Statement

53

Proposal No. 3:  Non-Binding, Advisory Resolution on Executive Compensation

We are asking our shareholders to approve, in a non-binding, advisory vote, the compensation of our named executive officers (NEOs) as reported in this proxy statement in the “Compensation Discussion and Analysis” and the compensation tables and accompanying narrative disclosure under “Executive Compensation.”

Flex’s compensation philosophy is that pay should be meaningfully aligned with performance. Our pay programs are designed to tie actual pay delivery for our executives to performance against the Company’s short-term and long-term performance goals and the creation of shareholder value. A key objective of our compensation programs is to attract, retain and motivate superior executive talent by providing competitive pay opportunities and then paying for the achievement of rigorous Company objectives, while balancing the need to avoid excessive or inappropriate risk-taking and maintaining an appropriate cost structure.

We urge shareholders to carefully read the Compensation Discussion and Analysis section of this proxy statement. The Compensation Discussion and Analysis describes how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives and shows the link between our performance and our executives’ incentive compensation. We also encourage shareholders to review the Summary Compensation Table and the other related compensation tables and narrative, which provide detailed information on the compensation of our NEOs.

While the vote on this resolution is advisory and not binding on the Company, each member of the Compensation and People Committee and the Board values the opinions of our shareholders and will consider the outcome of the vote on this resolution when making decisions regarding future executive compensation arrangements. We have held a say-on-pay advisory vote on an annual basis since 2011; the next say-on-pay vote is anticipated to occur at our 2023 annual general meeting.

The Board recommends a vote “FOR” the approval of the non-binding, advisory resolution on executive compensation.

Compensation and People Committee Report

The Compensation and People Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis that follows this report. Based on this review and discussion, the Compensation and People Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in the Company’s proxy statement for the 2022 annual general meeting of shareholders.

Submitted by the Compensation and People Committee of the Board of Directors:

2022 Proxy Statement

54

Compensation Discussion and Analysis

Introduction

In this Compensation Discussion and Analysis (CD&A) section, we discuss the material elements of our compensation programs and policies, including our overall compensation philosophy and program objectives, and how and why the Compensation and People Committee arrived at specific compensation policies and decisions involving our NEOs. Our NEOs for fiscal year 2022 were:

Executive Summary

Our pay programs are designed to align executives’ compensation with performance against the Company’s short-term and long-term objectives and the creation of shareholder value. We use a mix of performance metrics that are intended to reward different aspects of Company achievement.

2022 Proxy Statement

55

Performance and Company Highlights for Fiscal Year 2022

In fiscal year 2022, we continued to execute against and made significant progress on strategic transformation goals, despite global disruptions:

Within the short-term incentive program for the NEOs in fiscal 2022, we used the following metrics: revenue, adjusted OP, and adjusted FCF. For fiscal 2022 we also added an adjusted EPS Growth performance stock unit (PSU) program as a new long-term incentive (LTI) vehicle. These were 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, achieved despite the COVID-19 pandemic and related supply chain disruptions, supported our return of capital to shareholders through our share repurchase program, as shown below. Despite the challenges experienced in fiscal year 2022, the pace of repurchases exceeded that of the prior three fiscal years combined.

2022 Proxy Statement

56

Compensation Highlights for Fiscal Year 2022

Our pay-for-performance compensation philosophy aims to tie actual pay delivery to performance. We believe above-target performance should be rewarded when achieved, and below-target performance should lead to reduced compensation, including zero payouts for incentive elements when performance thresholds are not met. We also believe we should deliver a significant portion of executive pay in the form of equity awards, which are directly aligned with value delivered to shareholders.

For fiscal year 2022, as the business environment and the Company continued to adjust to operating during the pandemic and supply chain disruptions, and performance results continued improving, the Company returned to a more standard pay program design and administration.

Consistent with a return to a more standard program, our CEO received her first pay increase since joining the company in 2019, to recognize her contribution in leading the Company through the pandemic, while driving substantial growth in all key areas of performance since 2019 and positioning Flex for continued growth. The increases to her base salary, bonus target, and long-term incentive grant value were sized to position her total target direct compensation at a competitive level compared to our peer group CEOs, based on available data at the time her fiscal 2022 pay was approved.

	Bonus payouts under the incentive bonus plan were at 99% of target for all NEOs except Mr. Hartung (President of Agility Solutions), who received a payout of 92% of target, due to 50% of his bonus being tied to the results of the Agility Solutions segment.
	Long-term incentive awards were increased for our Chief Executive Officer, Chief Financial Officer, and President, Agility Solutions. These increases resulted in total target compensation being competitively positioned versus our compensation peer group. Long-term incentive values for our President, Global Operations and Components, and EVP, General Counsel were held flat relative to the prior fiscal year.
	Performance share plan (TSR) payout = 0%: No payouts were earned under the rTSR PSUs for the three-year performance cycle ending in fiscal year 2022 (PSUs vesting in June 2021), as the threshold performance level was not achieved.

Summary of Compensation Program Changes for Fiscal Year 2022

The Company made a number of program design changes for fiscal year 2021, driven by the need to adapt to a rapidly changing business environment during the COVID-19 pandemic and continuously evolve our compensation programs to ensure we are offering a compelling value proposition to employees in a manner that aligns their interests with those of our shareholders.

For fiscal year 2022, as the business environment and the Company adjusted to operating during the pandemic and supply chain disruptions, and performance results continued improving, the Company returned to the more standard pay program design and administration. As part of that normalization, and positioning the Company for growth, we made several program changes described below.

In addition to bonus metric changes for fiscal year 2022 summarized above, the Company is also adding an ESG component and an individual performance component to the executive bonus plan for fiscal year 2023.

2022 Proxy Statement

57

Fiscal Year 2022 Executive Compensation Summary

Our executive compensation program is structured to be competitive and allow us to attract and retain a high caliber leadership team. Further, it is intended to provide direct alignment between pay and performance. The illustrations below describe the key elements of direct compensation for our executives in fiscal year 2022 and show how those elements were allocated. A majority of pay is performance-based and 90% of target compensation is at risk for our CEO and 80%, on average, is at risk for our other NEOs.

	2022 Proxy Statement	58

Compensation Philosophy

Flex’s compensation philosophy is that pay should be meaningfully aligned with performance. Our pay programs are designed to tie actual pay delivery for our executives to performance against the Company’s short-term and long-term objectives and the creation of shareholder value. A key purpose of our compensation programs is to attract, retain and motivate superior executive talent by providing competitive pay opportunities and then paying for the achievement of rigorous performance goals, while balancing the need to avoid excessive or inappropriate risk-taking and maintaining an appropriate cost structure. We actively manage our pay-for-performance philosophy as described below.

Our compensation program is highly responsive to changes in our operating and stock price performance, as illustrated below with respect to our CEO’s total direct compensation.

	2022 Proxy Statement	59

Compensation-Setting Process and Decisions for Fiscal Year 2022

Alignment with Compensation and Corporate Governance Best Practices

The Compensation and People Committee regularly reviews our compensation programs, peer company data, and best practices in executive compensation. We have adopted corporate governance and compensation practices and policies that our Compensation and People Committee, along with our Board, believes help to advance our compensation goals and philosophy.

Compensation and People Committee

The Compensation and People Committee is responsible for recommending to our Board the compensation of our Chief Executive Officer all other NEOs, and Section 16 officers. The Compensation and People Committee also administers our equity compensation plans, evaluates the effectiveness of our overall executive compensation programs, monitors our Say-on-Pay results, and reviews the Company’s talent assessment and succession planning.

The Compensation and People Committee regularly assesses our compensation programs to ensure they are appropriately aligned with our business strategy and achieving their objectives. The Compensation and People Committee also reviews market trends and changes in competitive pay practices. Based on its review and assessment, the Compensation and People Committee regularly approves changes in our compensation programs or recommends such changes to our Board.

Say-on-Pay Vote

The Compensation and People Committee believes that our executive compensation program is consistent with our pay-for-performance philosophy and provides proper alignment of incentives for our executives while ensuring long-term value creation for our shareholders. Each year, we evaluate our program in light of the strategic direction of the Company, market conditions, shareholder views (including the results of our annual say-on-pay resolution), and governance considerations, and make changes deemed appropriate for our business.

At our 2021 annual general meeting, we had strong support for the compensation of our NEOs, with over 95% of the votes cast in favor of our say-on-pay resolution. We continue to evaluate our compensation program by taking into account the voting results, shareholder feedback, and other factors used in assessing the program as discussed in this CD&A.

2022 Proxy Statement

60

Independent Consultants and Advisors

The Compensation and People Committee has the authority to retain and terminate any independent, third-party compensation consultants and to obtain advice and assistance from internal and external legal, accounting, and other advisors. During fiscal year 2022, the Compensation and People Committee retained FW Cook as its independent compensation consultant.

FW Cook furnished the Compensation and People Committee with reports on the following topics: peer group composition, compensation data and analysis relating to the compensation of our NEOs, short- and long-term compensation program design, compensation program risk assessment, annual share utilization and shareholder dilution levels resulting from equity plans, competitive severance practices and executive share ownership and retention values.

FW Cook informed the Compensation and People Committee, and the committee agreed, that there are no personal or business relationships between any FW Cook employee and any member of the Compensation and People Committee or any NEO beyond the Flex relationship. Based on this information and other factors, including the factors set forth under Rule 10C-1 under the Securities Exchange Act of 1934, as amended, the Compensation and People Committee assessed the independence of FW Cook and concluded that no conflict of interest exists that would prevent FW Cook from independently advising the Compensation and People Committee. Outside of engaging on executive and Board member compensation and related matters, FW Cook does not provide any other services to the Company.

Role of Executive Officers in Compensation Decisions

The Compensation and People Committee meets with our Chief Executive Officer and other executives to obtain recommendations with respect to the structure of our compensation programs. The CEO and certain other executives also assess the performance of other individual executives and make recommendations regarding their compensation. Decisions related to the compensation of the CEO (including recommendations to the Board regarding the same) are made independently by the Compensation and People Committee, without input from management. In addition, our CEO and other executives develop recommendations for performance measures and target performance goals under our incentive plans based on management’s business forecast—both at the Company and business unit levels. These recommendations are approved by the Compensation and People Committee as well as by our Board when appropriate.

Competitive Positioning

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 pay programs, levels and practices. The criteria used to develop the peer group were unchanged from fiscal year 2021, 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 2021, did not result in any peer group changes – Flex continued with the same 14 peer companies as in fiscal year 2021.

	2022 Proxy Statement	61

Our peer group for fiscal year 2022 compensation decisions consisted of the following companies:

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 general industry compensation practices.

Fiscal Year 2022 Executive Compensation

Base Salary

The Compensation and People Committee typically reviews base salaries every year and makes recommendations to the Board of Directors about adjusting or maintaining salary levels to reflect competitive market data, individual performance, internal equity and promotions or changes in responsibilities.

Prior to the increases for fiscal year 2022 shown below, salaries had not been increased since fiscal year 2020, and were decreased in fiscal year 2021 for six months, by 50% for our CEO, and 30% for other NEOs, due to COVID-19-related uncertainty and the need to preserve cash. Temporary salary decreases during fiscal year 2021 were not offset with increases in other pay components.

Our CEO’s salary had been unchanged since her hiring in 2019. Changes to her base salary for fiscal year 2022, as well as bonus target and target value of LTIs were intended to recognize her accomplishments since she joined Flex in 2019, as well as her leadership in guiding the Company through the pandemic. The overall impact of the increases of her base salary, bonus target and the grant value of long-term incentives, was to better align her total direct compensation to the compensation peer group CEOs (with the value of rTSR PSUs calculated based on the stock price on date of grant).

2022 Proxy Statement

62

The following table sets forth the base salary increases of our NEOs for fiscal year 2022.

Incentive Bonus Plan

In designing the incentive bonus plan, our Chief Executive Officer and management team develop and recommend performance metrics and targets, which are reviewed and are subject to final approval by the Compensation and People Committee. Fiscal year 2022 corporate level performance metrics, weightings, and changes relative to fiscal year 2021 were as follows:

The revenue and adjusted FCF metric weightings were increased and decreased by 5%, respectively, to reflect the expectations of a degree of normalization and stabilization in the business environment, and a slight shift in emphasis towards top line growth, and away from generating and preserving cash. Despite the slight reduction in adjusted FCF weighting, the bonus design continues to incentivize conversion of profit into free cash flow by being efficient with working capital and inventory management. We removed the inventory turnover modifier (ITO) for the NEOs because we implemented a different metric that focuses on this aspect of Company performance at lower levels of the organization, where it is driven more directly by participants.

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 66. Adjusted OP achievement generates an enterprise-wide funding pool based on the same adjusted OP targets as used for the Corporate NEO bonus plan. To the extent Corporate OP funding is either above or below the enterprise-wide payout, a corresponding adjustment is made to the final bonus payout. The funding generated by our adjusted OP achievement acts to ensure affordability and alignment to shareholder returns.

Performance for business unit Presidents is measured at both the Corporate and segment (business unit) levels, with a 50% weighting of each. This 50/50 weighting split emphasizes the importance of enterprise-wide performance, and encourages a balanced approach between accountability for segment performance and cooperation across the enterprise. The corporate performance metrics are as defined above. The metrics for segment performance are segment OP and revenue, weighted equally.

2022 Proxy Statement

63

The following table summarizes the key features of our fiscal year 2022 incentive bonus plan.

Non-GAAP Adjustments

We used adjusted non-GAAP performance measures (adjusted OP and adjusted FCF) for our incentive bonus plan in fiscal year 2022, and adjusted EPS in fiscal 2022 adjusted EPS growth PSU grants. Using adjusted measures eliminates the distorting effect of certain unusual income or expense items. The adjusted performance measures are consistent with those used in our quarterly earnings releases. The adjustments are intended to align award payout opportunities with the underlying growth of our business and avoid misalignment in outcomes based on unusual items.

In calculating non-GAAP financial measures, we excluded certain items to make it easier to compare the Company’s operating performance on a period-to-period basis because such items are not, in the Compensation and People Committee’s view, related to the Company’s ongoing operational performance. The non-GAAP measures are used to evaluate more accurately the Company’s operating performance, to calculate return on investment, and to benchmark performance against competitors. For fiscal year 2022, non-GAAP adjustments consisted of excluding after-tax stock-based compensation expense; amortization of intangible, customer-related assets impairments; restructuring charges; and legal and other. All adjustments are subject to approval by the Compensation and People Committee to ensure that payout levels are consistent with performance. See Annex A to this proxy statement for a reconciliation of non-GAAP and GAAP financial measures.

For purposes of calculating performance under our bonus plan in fiscal year 2022, we also would have excluded from the calculation of performance, extraordinary items or events that would have had an unanticipated impact, corporate transactions (including acquisitions or dispositions), and other unusual or nonrecurring items. For purposes of EPS (under the adjusted EPS growth PSU program), the impact of unplanned share repurchases attributable to corporate transactions (including acquisitions or dispositions) will be disregarded.

These calculation exclusions were implemented to focus participants on results over which they have control and maintain motivation to continuously improve performance when faced with significant, unexpected disruptions out of their control.

2022 Proxy Statement

64

Target Incentive Awards

Fiscal year 2022 bonus targets for the NEOs as a percent of base salary are shown below. With the exception of our CEO, whose target was increased from 150% to 165% of salary for fiscal year 2022, other NEOs’ bonus targets as a percent of salary were not increased from fiscal year 2021.

Incentive Payouts for CEO, CFO, President, Global Operations and Components, and General Counsel

The table below sets forth the payout opportunities that were available to Ms. Advaithi, and Messrs. Lundstrom, Barbier, and Offer based on different levels of corporate performance. These targets are considered rigorous and were validated within the context of analyst expectations. The bonus for Mr. Hartung was also in part based on the results of his business unit.

No payout is made with respect to any metric if the threshold performance level is not achieved. Payouts at the maximum level for the annual bonus would require sustained strong performance.

Performance targets are determined based on Board-approved financial plans—both at Company and business unit levels. Maximum payout levels were tied to “stretch” levels of performance.

Per the non-GAAP adjustments described on page 64, for purposes of calculating performance under the fiscal year 2022 bonus plan, we excluded the impact of the Anord Mardix acquisition from our results. This adjustment resulted in lower performance, therefore reducing payouts. The impact of the adjustment on calculated performance was as follows:

2022 Proxy Statement

65

For fiscal year 2022, the Company’s performance resulted in payouts as shown below:

The 81.6% adjusted OP funding factor was calculated based on funding achieved at 96% of target (based on adjusted OP performance above), and an enterprise-wide average payout before application of funding metric, of approximately 118%.

Incentive Payouts for Business Unit Presidents

We treat the business unit performance measures as confidential. As described above, 50% of the annual bonus for Mr. Hartung was based on the results of his business units, evenly split between revenue and adjusted OP. The remaining 50% of the performance measure weighting, including the impact of plan funding, was the same as for corporate executives outlined above. The combination of these inputs and the adjustment based on the OP funding factor resulted in a payout of 92% of target for Mr. Hartung.

Final Incentive Awards for the NEOs

The bonus payout levels for our NEOs were as follows:

Bonus for Mr. Offer

In order to recognize Mr. Offer’s additional temporary responsibilities as the interim CHRO spanning approximately seven months during fiscal year 2022, the Company awarded Mr. Offer a bonus of $350,000. During this period, Mr. Offer continued serving as the EVP, General Counsel, while also being responsible for executing Flex’s human capital strategy and Human Resources function operations. Mr. Offer’s interim CHRO role ended in September 2021, when the Company recruited a new CHRO. This bonus amount is reflected in the “Bonus” column of the Summary Compensation Table.

Long-Term Share-Based Incentive Compensation

In fiscal year 2022, 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 long-term incentives are designed to align the interests of the 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, as unvested shares are forfeited if an executive voluntarily leaves the Company.

Starting in fiscal year 2022, 25% of our NEOs’ share-based long-term incentive awards (based on face value of the awards) is in the form of TSR-based PSUs. We reduced the portion of LTI allocated to TSR PSUs from 50% in fiscal year 2021, to 25% in fiscal year 2022, in order to add a PSU program based on achievement of adjusted EPS growth targets, as described below. Adjusted EPS Growth PSUs also represented 25% of LTI in fiscal year 2022. (The actual grant value mix may deviate somewhat from this 50/25/25 RSU/TSR PSU/EPS PSU split due to fluctuations in the Monte Carlo valuations for the TSR-based PSUs.) The Compensation and People Committee believes this allocation between RSUs and PSUs promotes retention, and links long-term compensation to the Company’s long-term performance and shareholder outcomes.

2022 Proxy Statement

66