UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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FLEX LTD.

(Name of Registrant as Specified in its Charter)

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

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Message from
our CEO

Dear fellow shareholder,

Over the past year, we have all witnessed unprecedented events and change that touched every person and every industry. In times of crisis, the understandable response is to focus on weathering the storm. I have long believed it is in the toughest situations that we find what we are truly made of, and the culture is tested and shines through. I am very proud of what we accomplished this year. We showed the power of our company, our culture, and our community working together to not just endure, but to make a difference.

As the world changed, Flex evolved and helped our customers succeed. When our customers urgently needed help to expand the global availability of critical medical devices, we delivered. When our customers needed to rapidly adapt digital infrastructure to support a tectonic shift in workloads to enable work and education from home, we delivered. As economies began to recover but were faced with new global supply chain and logistical disruptions, again we delivered.

We are certainly not immune to the impact of all these extraordinary events. It has been difficult, requiring great effort and sacrifice, but we have proved our resilience and adaptability. We did not stop there, however. Upholding our values, through it all, we supported our employees, their families and communities, particularly in geographies that were exceptionally impacted by COVID-19. Not losing sight of our longer-term responsibilities, we made significant progress on our environmental, social, and governance efforts, improving rankings and taking on new challenges.

I want to sincerely thank our Flex colleagues for their incredible dedication and contributions in not only getting us through this very unusual year but delivering our record financial results. Our Flex teams showed empathy and compassion as we helped each other navigate this very difficult pandemic. We saw our employees live our new values every day and strengthen our inclusive, high-performing culture through action. Our efforts to reinvigorate our culture are taking root and I believe we are on the right path to making our culture a key differentiator for Flex. I also want to thank our customers and suppliers for their trust and partnership and our shareholders who have stood by us and believe in the potential of Flex.

Staying focused in uncertain times

Last year, we outlined our Flex Forward strategy to align our purpose to make great products for our customers that create value and improve people’s lives. Flex touches many industries that are currently going through rapid evolution, which plays to our strengths and positions us to help our customers successfully navigate their dynamic environments.

From advanced medical and industrial solutions, to the electric-vehicle and autonomous mobility revolutions, the expansion of cloud and 5G communications, and to a whole new generation of technology and lifestyle convergence, our targeted markets are large, diverse and have strong, long-term secular drivers. To help our customers compete, we not only need to deliver on our current projects but also continue to be at the forefront of technology.

Real transformation is difficult in the best of times, but we persevered through the year, leading to progress across the four pillars of our strategy: improving our portfolio mix; continuing to build on our advanced technology and manufacturing capabilities; improving operational efficiency and execution; and adapting our systems to leverage the power of data and intelligence.

Our progress this year was validated through record results. In fiscal year 2021, we achieved record full year adjusted gross and operating margins, as well as record level adjusted earnings per share. We also generated the highest level of free cash flow in seven years. It is still early in our transformation; however, the trend is clear: Flex is executing well against its long-term strategy and delivering on our commitments to shareholders.

Taking a balanced approach

With approximately 160,000 employees at over 100 facilities in approximately 30 countries, taking a balanced stakeholder approach is an operational and moral imperative. It has long been foundational in Flex’s culture to be a leader in environmental, social, and governance issues, given the fact we produce so many diverse products and impact so many people around the world. Even while dealing with the day-to-day challenges of last year, we certainly did not lose sight of our long-term commitment to creating a sustainable future.

During extreme times such as we have seen over the last year, this meant making sure our employees and their families were safe both at work and at home. We initiated our Flex Guard mask production program at the beginning of the year, and, one year later, we’ve made over 100 million masks, keeping all of our employees covered daily, while also donating almost 22 million masks to families and local communities. Some of the situations that emerged this past year required even more urgent responses, such as sending care packages to employees’ homes to provide necessities in short supply during extreme lock-down events, or ensuring our employees and their families received the acute medical care they needed, despite chaotic regional outbreaks.

We also made progress this year on our goals to improve employees’ day-to-day lives and further their career development. We improved the flexibility and convenience of our health and wellness programs, adding additional on-site health centers in some of our major factories. We rolled out a new e-learning education platform to provide more opportunities for self and career betterment. We continued to expand our access to emotional and mental health programs and reinvigorated our employee resource groups (ERGs) as one of the initiatives to help promote a sense of belonging inside Flex.

Flex achieved a number of sustainability milestones this year, building on our nearly 20-year foundation. Flex was included for the second year in a row in the S&P Sustainability yearbook. Sustainalytics ranked Flex #1 in the electronics manufacturing sub-industry category, and we were ranked in the top 50 globally out of approximately 13,000 companies overall. We continued our progress in creating circular economy solutions, which has enabled our customers to improve their lifecycle management, and we developed new revenue streams to help further our sustainability progress.

Guided by our purpose and values, we introduced our new 2030 sustainability goals this year. Flex was accepted into the rigorous Science Based Targets initiative to dramatically lower green-house gas emissions. We set new targets for reducing waste and water usage by 2025. We will continue to improve employee safety and certify all of our manufacturing and logistics sites with ‘Responsible Business Alliance factory of choice’ status by 2025. We will also further expand employee training and wellness programs. A full list of our 2030 sustainability goals can be found on our company’s website.

Looking toward the future

We have outlined our strategy, made significant progress on improving operational efficiencies and systems, and improved our mix by winning and expanding into higher-value businesses and driven the right kind of growth where our capability is valued by customers. Over time, this strategy will continue to drive growth, improve margins, lead to strong cash flow generation, and grow shareholder value.

As I look to fiscal year 2022 and beyond, I remain very optimistic and confident in our future. While we recognize that there are near-term challenges (including global component and logistical issues and ongoing regional outbreaks of COVID-19), the underlying near and longer-term demand indicators remain strong.

The fundamentals in each of our target markets also remain favorable, as do general trends towards advanced outsourced manufacturing. Through multiple crises, companies are realizing the value of our global supply-chain and manufacturing capabilities. We continue to see increasing product complexity as a driver of our business, as many traditional industries strive to incorporate more features utilizing leading-edge technologies, including expanded capabilities around connectivity, data collection, and compute. We are experiencing new business wins as well as deepening relationships with current customers through the differentiation of our technology, global scale, talented workforce, experience and customer trust. These successes are creating a virtuous cycle that will continue to drive Flex forward.

There is certainly still more work to do, but this year’s progress is a testament to the potential of the Flex model and the strength of our culture. I believe in our strategy, I believe in our people, and I am excited to continue on our transformative path.

FLEX LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 199002645H)

 

Wednesday

August 4, 2021

 

9:00 a.m., Pacific time

 

Flex Ltd.

6201 America Center Drive,

San Jose, CA 95002, U.S.A.

 

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 4, 2021 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.

 

 

 

2021 Proxy Statement    5

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 rules. On or about June 25, 2021, we will mail 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:

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Resolutions Proposed for Shareholder Approval as Special Business

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

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Notes

Singapore Financial Statements

At the 2021 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, 2021, 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 2021 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 9, 2021 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 4, 2021, the date of the 2021 annual general meeting, will be entitled to vote at the 2021 annual general meeting.

Quorum

Representation 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 2021 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 2021 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 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.

2021 Proxy Statement    8

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 2021 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 2021 annual general meeting (including any adjournment thereof) and prepare and compile the attendance lists, minutes and other documents relating to the 2021 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 25, 2021

2021 Proxy Statement    9

2021 Proxy Statement    11

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the proxy statement carefully before voting. For more complete information regarding the Company’s 2021 fiscal year performance, please review the Company’s 2021 Annual Report. For additional information regarding voting rights and proxy solicitation, please see “Other Matters” on page 93.

Voting Matters at the Annual General Meeting

Proposal		Recommendation		Page Reference
1.	Re-election of directors		FOR each nominee	36
2.	Re-appointment of Deloitte & Touche LLP		FOR	43
3.	Advisory vote on executive compensation		FOR	46
4.	General authorization to allot and issue ordinary shares		FOR	82
5.	Authorization to repurchase ordinary shares		FOR	83

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

2021 Proxy Statement    12

Sustainability Highlights (pg. 18)

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 being named one of the World’s Most Admired Companies and inclusion in S&P Global’s Sustainability Yearbook. Below are some highlights of our sustainability practices.

Corporate Governance Highlights (pg. 24)

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.

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Board Nominees (pg. 36)

The following table provides summary information about each nominee standing for re-election to the Board. All directors, excluding Ms. Advaithi, are independent.

Name		Principal Occupation		Committee Memberships		Director Since		Number of Additional Public Company Boards
Revathi Advaithi		CEO, Flex Ltd.		None		2019		1
Michael D. Capellas Board Chair		Principal, Capellas Strategic Partners		Nominating and Corporate Governance		2014		2
John D. Harris II		Retired Vice President of Business Development, Raytheon Company		Compensation and People		2020		1
Michael E. Hurlston		President and Chief Executive Officer, Synaptics Incorporated		Audit		2020		2*
Jennifer Li		General Partner, Changcheng Investment Partners		Compensation and People		2018		1
Erin L. McSweeney		Executive Vice President, Chief of Staff to CEO, UnitedHealth Group Incorporated		Compensation and People Nominating and Corporate Governance		2020		0
Marc A. Onetto		Principal, Leadership from the Mind and the Heart LLC		Audit		2014		0
Willy C. Shih, Ph.D.		Professor of Management Practice in Business Administration, Harvard Business School		Compensation and People		2008		0
Charles K. Stevens, III		Retired Chief Financial Officer, General Motors		Audit Nominating and Corporate Governance		2018		3
Lay Koon Tan		Retired President, Chief Executive Officer and member of the Board of Directors, STATS ChipPAC Ltd.		Audit		2012		0
William D. Watkins		Retired Chief Executive Officer, Imergy Power Systems, Inc.		Nominating and Corporate Governance		2009		2

	Chair
	Audit Committee Financial Expert
*	On June 21, 2021, Ubiquiti Inc. filed an 8-K disclosing that on June 18, 2021, Mr. Hurlston notified Ubiquiti Inc. of his decision to resign from the Ubiquiti Inc. Board of Directors, effective as of August 3, 2021. As of August 4, 2021, the date of our 2021 annual general meeting of shareholders, Mr. Hurlston will only be on one additional public company board.

2021 Proxy Statement    14

Executive Compensation Highlights (pg. 47)

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.

One-Time COVID-19-Related Pay Actions

	No merit increases to base salaries and temporary COVID-19-related reductions: In order to address COVID-19-related uncertainty and preserve cash during the initial stage of the pandemic, NEO salaries were reduced for the first half of the fiscal year by 50% for the CEO and 30% for the other NEOs.
	The bonus plan was eliminated for the first half of the fiscal year to address COVID-19-related uncertainty and preserve cash, with no offsetting increase in the second half.

Annual, Regular Cycle Pay Actions

	Base Salaries: The only executive to receive an increase to his annualized salary was Mr. Hartung. This increase was designed to align his salary to market and to recognize the increased responsibilities associated with his promotion to the role of President, Agility.
	Bonus payouts for the second half of the year were above target, but below target on a full-year basis: We exceeded our financial goals in the second half of the year despite the challenges and uncertainty encountered in fiscal year 2021. Our CEO’s fiscal year 2021 bonus paid out at 82.3% of target (164.6% based on second-half results). Bonuses for the other continuing NEOs paid out between 74.6% and 88.7% (149% and 177% based on second-half results).
	Long-term incentive awards were held flat vs. prior year (with PSUs valued at face value), with the exception of Mr. Hartung who received a higher grant than the prior year due to his promotion.
	Performance share plan (TSR) payout = 0%: No payouts were earned under the TSR PSUs for the three-year performance cycle ending in fiscal year 2021 (PSUs vesting in June 2020), as the threshold performance level was not achieved.

Business Summary

What We Do

Flex is the manufacturing partner of choice that helps a diverse customer base design and build products that improve the world. Through the collective strength of a global workforce and responsible, sustainable operations, Flex delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets.

We provide design, manufacturing and supply chain services through a network of over 100 locations in approximately 30 countries across five continents. We have established global scale through an extensive network of innovation labs, design centers, and manufacturing and services sites in the world’s major consumer and enterprise products markets (Asia, the Americas, and Europe) in order to serve the supply chain needs of both multinational and regional companies. Our services provide customers with a competitive advantage by delivering leading-edge manufacturing technology, supply chain expertise, improved product quality, increased flexibility, faster time to market, and overall value. Our customers leverage our services to meet their requirements throughout the entire lifecycle of their products.

Flex offers solutions that span from initial design through ramp-up and volume manufacturing as well as through end of life and circularity offerings. This full range of capabilities provides our customers with expertise across the entire value chain. Technology innovation is at the center of our ability to deliver these end-to-end capabilities.

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For fiscal year 2021, our reporting business segments were Flex Agility Solutions and Flex Reliability Solutions.

Flex Forward: Our Strategy

Over the past several years, Flex has been engaged in, and continues to execute on, a long-term strategy focused on operating with discipline through continuous portfolio evolution and driving higher value-added services that align with and service our customers’ needs and requirements in order to drive operating and financial results. In particular, we are working to increase profit margins, capitalize on prior investments, manage our business mix, and return to strong free cash flow generation. The Company is focused on disciplined, sustainable execution on our core business processes as well as disciplined growth in areas that can drive margin improvement and provide value for the Company and our customers. We believe that our continued business transformation is strategically positioning us to take advantage of the long-term, future growth prospects for outsourcing of advanced manufacturing and design capabilities. This transformation is also enabling us to invest in developing our own products and processes that make us a stronger partner to our customers.

Fiscal Year 2021 Highlights

Performance and Company Highlights for Fiscal Year 2021

During fiscal year 2021, we achieved overall positive results on several fronts. Key financial highlights from the fiscal year include:

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Who We Are

As part of our strategic planning and culture initiative process that started in 2019, we updated our vision and mission statements to align to our strategy and to reflect our aspirations for our major stakeholders. We also developed a purpose statement that is intended to provide clarity and a framework for why Flex exists and what kind of company we want to be. Culture underlies our stakeholder experience. Our values are intended to reflect and guide our behaviors and shape our culture. We endeavor for our value-driven culture to align us as we pursue our purpose, uphold our mission, live our values, advance toward our vision, and activate our strategy.

In support of cultivating an inclusive, high-performing culture, we recently introduced four specific behaviors that support our values and continued progress on our Flex Forward strategy. These behaviors, called our Ways of Working, bring our values to life through actions and are intended to provide a framework for how we make decisions. The purpose of these behaviors is to enable us to put our culture into practice and provide an accountability system through training and development as well as performance management systems to ensure our desired behaviors become a part of our everyday working norms.

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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 our employees, customers and investors and we aim for the social and environmental change that makes our stakeholders proud. 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 modelling 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 and Governance Committee oversees Flex’s sustainability risks and remediation efforts, including the Company’s corporate responsibility and sustainability policies and programs with respect to human rights, climate change, and social and environmental risks.

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. This 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.

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2030 Sustainability Goals

In fiscal 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.

In partnership with our customers and suppliers, we are committed to:

Notable 2030 goals include:

Sustainability and Our People

Our approximately 160,000 global employees are at the core of who we are and what we do. We believe that our performance is driven by our workforce. As a result, 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.

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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 newly defined 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 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. 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 ways of working. We developed and continue to execute on 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.

Inclusion & Diversity

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 inclusion and diversity. 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.

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 inclusion and diversity by establishing, publishing, and working towards corporate goals including:

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 2020, 31,996 of our employees completed 397,408 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 94% of employees completed the Flex Voice survey and the results reflected increased enthusiasm and engagement.

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COVID-19 and Employee Health & Safety

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 2020, we decreased our incident rate by 21% compared to 2019. Furthermore, as a part of our 2030 Sustainability Goals, we have committed to reducing total case incident rate to below 0.2 by 2030 and to certifying all manufacturing operations with ‘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 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 is felt by every citizen, country, community, and company. At Flex, our first priority is 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 deployed the contingency and resiliency plans that are encompassed in our business continuity programs.
	Our leadership teams initiated enhanced health and safety measures across all facilities, as our foremost focus has been 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, and social distancing well before these measures were mandated.

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 this disease. With many of the products we make for our healthcare customers related to critical care becoming scarce, we ramped up our efforts to expand delivery of critical products, including ventilators, 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.

2020 Sustainability Impact

During the 2020 calendar year, we continued our focus on ESG activities as highlighted below.

Our World: Environmental and Community Achievements

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

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

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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 Globally Promoting Responsible Waste Stewardship, the Business Ethics Leadership Alliance by Ethisphere Company, the UN Global Compact Network, the Silicon Valley Leadership Group, the Boston College Center for Corporate Citizenship, the Ellen MacArthur Foundation, and the Supplier Ethical Data Exchange. Additionally, Flex has signed the WBCSD 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 new BRT Statement on the Purpose of a Corporation, which declares that corporations have a role beyond meeting investors’ financial expectations.

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

Flex Sustainability  Rankings 2020

●  In February 2021, Flex was named one of the World’s Most Admired Companies by FORTUNE magazine based on nine criteria including social responsibility   ●  Flex received an A- in CDP Climate Change for a second consecutive year and a historic A in Water Security   ●  Flex obtained EcoVadis’ “Platinum Recognition Level” ESG rating   ●  Flex received Negligible Risk (8.6) score from Sustainalytics   ●  Flex was again awarded ISS’ Prime status for Corporate ESG performance   ●  For the 5th consecutive year, Flex is a constituent of Financial Times Stock Exchange-Russell Group’s FTSE4Good Index, receiving a score of 4.1 out of 5   ●  Flex again qualified for inclusion in S&P Global’s Sustainability Yearbook

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 report is not a part of this Proxy Statement and is not incorporated by reference.

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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 Chair and CEO 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

Attendance and Meetings

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 2021, our Board of Directors held a total of 10 meetings, and our committees held a collective total of 29 meetings. We have a rigorous attendance tracking program and recorded an average attendance rate of 99% (with every director attending over 75% of the Board and applicable committee meetings held during their period of service in fiscal 2021).

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 2020 annual general meeting.

Our non-employee directors meet at regularly scheduled executive sessions without management participation. During fiscal year 2021, our non-employee directors met in executive session 9 times.

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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. Ms. Jill Greenthal was determined to be independent during the period that she served as a director. 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 and Corporate Governance 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 Chief Executive Officer of Synaptics Incorporated (“Synaptics”). Flex has purchased or sold goods and services from Synaptics on an arms’-length basis in the ordinary course of its business during fiscal year 2021. 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 $1 million or 2% of Flex’s consolidated gross revenues.

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 2021, including of ABB Ltd., Avaya Holdings Corp., Cisco Systems, Inc., Eastman Chemical Company, Masco Corporation, Maxim Integrated Products, Inc., Synaptics Incorporated, and Tenneco Inc.

Director Candidates

Our Nominating and Corporate Governance Committee 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 experience. To that end, the Nominating and Corporate Governance 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 36.

As part of its continuous review of our Board composition, the Nominating and Corporate Governance 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 September 2020, the Board appointed a new independent director, Mr. Michael Hurlston. Mr. Hurlston brings a wealth of business and technology leadership experience, to the Board of Directors. Furthermore, in November 2020, the Board appointed a new independent director, Mr. John D. Harris II. Mr. Harris provides extensive sales and marketing expertise, along with a familiarity with the manufacturing and technology industries, to the Board of Directors. Both Messrs. Hurlston and Harris were identified as potential candidates by the third-party search firm.

The 2020 additions of Messrs. Hurlston and Harris further enhance the diversity of background and expertise of the Board of Directors, which will aid the Company as we continue to execute on our strategy and solidify our culture. These additions to the Board underpin our commitment to fostering a diverse and inclusive workplace and inviting fresh perspectives to support and oversee management in its day-to-day operations, while maintaining a balance between the institutional wisdom and experience of long-serving directors and the agility and novel viewpoints of newer directors. Messrs. Hurlston and Harris are being nominated by the Board of Directors for re-election by our shareholders at our 2021 annual general meeting.

The Nominating and Corporate Governance 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 and Corporate Governance 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., No. 2 Changi South Lane, Singapore 486123. Submissions for individuals who meet the criteria outlined above will be forwarded to the Nominating and Corporate Governance Committee for review and consideration. Shareholder recommendations for our 2022 annual general meeting should be made before February 25, 2022 to ensure adequate time for meaningful consideration. We did not receive any such recommendations from our shareholders for the 2021 annual general meeting.

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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.

Our Board of Directors’ role in risk oversight involves both the full Board of Directors and each of its 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, 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 has 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. Additionally, we organized several global specialized teams to focus on specific areas. Regionally, we activated seven crisis management teams, chaired by regional leaders to guide the response to COVID-19 in specified geographies for all Flex sites and operations. Finally, every major Flex site has a local crisis management team to execute actions and measures.

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Board Evaluations

Self-evaluations are a critical component of a well-functioning Board and an annual undertaking at Flex. Each year, our Nominating and Corporate Governance 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.

Succession Planning

On at least an annual basis, the Board, with the assistance of the Compensation and People Committee, reviews and assesses 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. This review includes a broader discussion about developing and retaining 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.

Board Committees

Our Board has delegated oversight responsibility for certain risks and operations to its three standing committees: Audit, Compensation and People, and Nominating and Corporate Governance. The directors who serve on each committee 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 Securities and Exchange Commission (“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.

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Audit Committee

Members: ●  Charles K. Stevens, III (Ind) ●  Michael E. Hurlston (Ind) ●  Marc A. Onetto (Ind) ●  Lay Koon Tan (Ind)    Chair		Purpose: To assist the Board in overseeing Flex’s financial statements, accounting and financial reporting processes and systems of internal control, independent auditors, capital structure and financial risk, cybersecurity, and compliance with legal and regulatory requirements.   Key Responsibilities: ●    Facilitate Communication: Coordinate and facilitate communication regarding our financial statements and accounting and financial reporting processes and systems of internal control among our independent auditors, our financial and senior management and our Board.   ●    Auditor Appointment & Pre-Approval of Audit Services: Select, appoint and determine the compensation of our independent auditors.   ●    Enterprise Risk Management: Regularly review and guide management’s identification, monitoring, and mitigation of risk.   ●    Cybersecurity: Regularly review our cybersecurity programs and policies and oversee other risks relating to the Company’s information controls and security.
Meetings during fiscal 2021: 10   Average attendance during fiscal 2021: 97%
Each director on our Audit Committee is financially literate and our Board has determined that Messrs. Stevens and Tan qualify as “audit committee financial experts” as defined in SEC rules.

Compensation and People Committee

Delegation of Authority

When appropriate, our Compensation and People Committee may form and delegate authority to subcommittees. In addition, the Compensation and People Committee may delegate to our Chief Executive Officer its authority to grant equity awards to employees who are not directors, executive officers, or other senior level employees who report directly to the Chief Executive Officer.

Compensation and People Committee Interlocks and Insider Participation

No member of the Compensation and People Committee has ever served as an officer of Flex. None of our directors has an interlocking or other relationship with another board or compensation committee that would require disclosure under Item 407(e)(4) of SEC Regulation S-K.

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Nominating and Corporate Governance Committee

Director 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 maintain a robust continuing director education program.

The key objectives of our program are to:
	Keep directors current on leading and next-level boardroom practices
	Ensure decisions and judgments are based on sound interpretations of the current and expected future environment
	Guarantee that directors understand emerging issues 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

Each year, the Nominating and Corporate Governance Committee designs the structure and substance of the annual director continuing education program.

In fiscal year 2021, our director education program was conducted utilizing briefings prepared by internal experts and education sessions conducted by external experts.

The director education topics included:
	Corporate governance trends
	Inclusion and diversity oversight and evolving best practices

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.

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Stakeholder Engagement and Outreach

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.

2021 Shareholder Engagement Highlights

Over the past twelve months, in addition to the other shareholder engagement activities described above, our Chair of the Board, Michael Capellas, along with certain members of our executive leadership, proactively reached out to shareholders to solicit feedback about our business, corporate governance, and executive compensation programs in one-on-one sessions.

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During these meetings, we listened to our shareholders provide feedback on our environmental, social, and governance programs, policies, and procedures, as well as additional considerations. Mr. Capellas played an integral role in conducting these meetings and shared the feedback with our Board of Directors.

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”), Corporate Governance Guidelines, 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 we require everyone to participate in annual training on the CoBCE and related topics. In calendar year 2020, we achieved our goal to conduct in-person CoBCE training at every Flex site with direct labor employees and 99% of our employees worldwide completed 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. The CoBCE is reviewed at least every three years.

Our Corporate Governance Guidelines provides guidance and policy regarding director qualifications, committee structure, director and officer share ownership, director independence, and related-party transactions. The Corporate Governance Guidelines 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.

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Fiscal Year 2021 Non-Management 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 and Corporate Governance 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 – Qualifications of Nominees” on page 37.

Review of Non-Employee Director Compensation Program

The Nominating and Corporate Governance 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 and Corporate Governance 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 56.

In fiscal year 2021, the Nominating and Corporate Governance 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 and Corporate Governance 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 and Corporate Governance Committee also considered compensation trends and share ownership guidelines for non-employee directors. The Nominating and Corporate Governance Committee concluded that our program remains competitive.

Components of Non-Employee Director Compensation Program

Our non-employee director compensation program consists of two components:

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.”

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Fiscal Year 2021 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 Flex Ordinary Shares. A 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.

COVID-19 Related Non-Employee Director Compensation Changes

At end of fiscal year 2020, in light of the uncertainty created by the effects of the COVID-19 pandemic and the Company’s initiatives to reduce operating and corporate costs, our Board of Directors decreased all non-employee director cash compensation payments by 30% for the first two quarters of fiscal year 2021.

Fiscal Year 2021 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 and Corporate Governance 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 2021, each non-employee director received restricted share unit awards covering 15,866 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 her appointment to the Board on June 3, 2020, Ms. McSweeney received a restricted share unit award covering 3,097 Ordinary Shares under this program. In connection with his appointment to the Board on September 15, 2020, Mr. Hurlston received a restricted share unit award covering 14,707 Ordinary Shares. In connection with his appointment to the Board on November 23, 2020, Mr. Harris received a restricted share unit award covering 7,988 Ordinary Shares.

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Compensation for the Non-Employee Chair of the Board

In keeping with the Company’s philosophy pertaining to non-employee director compensation, the Nominating and Corporate Governance 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 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 – Qualifications of Nominees” on page 37).

The Nominating and Corporate Governance 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 Chair compensation is competitive with the market and aligned with shareholder interests.

Components of Compensation for the Non-Employee Chair

In June 2017, in connection with his appointment as Chair of the Board and as Chair and member of the Nominating and Corporate Governance Committee, Mr. Capellas elected to continue his previous practice of receiving fully-vested Ordinary Shares of the Company under the director share election program in lieu of cash compensation. 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.

Director Share Ownership Guidelines

We increased Flex’s 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. 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 2021

The following table sets forth the fiscal year 2021 compensation for our non-employee directors.

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The table below shows the aggregate number of Ordinary Shares underlying unvested restricted share units held by our non-employee directors as of the 2021 fiscal year-end:

The 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.”

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Proposals to be Considered at the 2021 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. Upon the recommendation of our Nominating and Corporate Governance Committee, the Board of Directors has nominated all 11 of our incumbent directors, who will retire from office at the 2021 annual general meeting as required by Article 94 of our Constitution, for re-election.

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 2021 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 2021 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.

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.

Board refreshment

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Qualifications of Nominees

Our Nominating and Corporate Governance Committee is responsible for assessing the composition and performance of the Board of Directors and its committees, and for recruiting, evaluating, and recommending candidates to be presented for appointment or election to our Board. 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. In addition, the Company and the Nominating and Corporate Governance Committee are committed to actively seeking highly-qualified diverse candidates (including diversity of experience, expertise, gender, race, and ethnicity) for consideration when the Board undertakes director searches.

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 Capellas

John Harris

Michael Hurlston

Jennifer Li

Erin McSweeney

Marc Onetto

Willy Shih

Charles Stevens

Lay Koon Tan

William Watkins

Environmental and Sustainability

Human Capital Management

Strategic Skills

Global Operations

Supply Chain

Technology

Business Development and Strategic Planning

Corporate Governance

Core Competencies

Financial and Audit

Risk and Compliance

Industry Leadership

Number of Additional Public Company Boards

1

2

1

2*

1

0

0

0

3

0

2

Gender

Female

Male

Male

Male

Female

Female

Male

Male

Male

Male

Male

Background

Race/Ethnicity

Asian

White

Black | Native American

White

Asian

White

White

Asian

White

Asian

White

Independence

Tenure on Flex’s Board

2

7

0

0

3

1

7

13

2

9

12

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		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

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

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Chair

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Chair

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Chair

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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, 2022, 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 2022 annual general meeting. We expect that a representative from Deloitte & Touche LLP will be present at the 2021 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 2021 and 2020. 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 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

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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 2022 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 committee is composed entirely of independent and financially literate directors, including two 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 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:

Additionally, each quarter, we review and discuss updates from Flex’s Chief Information Officer regarding topics such as cybersecurity and information security. 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, 2021, 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, 2021. 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.

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 2021 and 2020 were pre-approved by the Audit Committee in accordance with established procedures.

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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, 2021, which was filed with the SEC on May 19, 2021.

Submitted by the Audit Committee of the Board of Directors:

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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 2022 annual general meeting.

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

Message from the Compensation and People Committee

Over the course of the year, our CEO, Ms. Advaithi, led our progress, guided by four strategic business goals: improving our portfolio mix; continuing to build on our advanced technology and manufacturing capabilities; improving operational efficiency and execution; and adapting our systems to leverage the power of data and intelligence. We, the Compensation and People Committee, are committed to compensation programs that help drive Flex’s focus on disciplined growth. We periodically assess our compensation programs to ensure they are appropriately aligned with our business strategy and are achieving their objectives. In addition, we regularly review external data and best practices in executive compensation to ensure our compensation programs and associated governance provisions remain shareholder-friendly and keep pace with evolving market trends. For fiscal year 2021, we recommended, and our Board approved certain changes in our compensation policies and practices that enhance our alignment with best practices. For information regarding these changes, see “Compensation Discussion and Analysis– Summary of Compensation Program Changes for Fiscal Year 2021” (page 50).

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 2021 annual general meeting of shareholders.

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

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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 2021 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.

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Performance and Company Highlights for Fiscal Year 2021

In fiscal year 2021, we continued to execute against and made significant progress on strategic transformation goals, despite global disruptions:

Within the short-term program for the NEOs in fiscal 2021, we used the following metrics: revenue, adjusted OP, and adjusted FCF. These were the same metrics we focused on in our quarterly performance updates to shareholders. In the past, we had a fourth metric—adjusted EPS which was removed for fiscal year 2021 because it overlapped with adjusted OP, and because it was added to the fiscal year 2022 performance share units (PSUs) plan as a three-year measurement.

Our recent history of performance on the three short-term metrics, shown below, highlights our improved margins, profitability, and cash flow in fiscal year 2021.⁽¹⁾

Our adjusted FCF performance and improved profitability, achieved despite the COVID-19 pandemic, supported our return of capital to shareholders through our share repurchase program, as shown below. Although the rate of repurchases slowed in fiscal year 2021 compared to the prior year, this was due to temporary efforts to enhance liquidity during the early part of the COVID-19 pandemic. Despite the challenges experienced in fiscal year 2021, the volume of repurchases nearly matched the fiscal year 2019 amount.

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We consider the operating performance measures described above to be the key drivers of our total TSR, which is compared to the return of the S&P 500 index (TSR) to determine the funding for our PSUs. Absolute stock price performance is an implicit metric for our PSUs and our service-based restricted share unit awards (RSUs) because it determines the value our NEOs ultimately realize from their PSU and RSU awards at vesting. As noted above, our absolute TSR for fiscal year 2021 was 64%, and our TSR percentile rank for each of the past three fiscal years is shown below.

Compensation Highlights for Fiscal Year 2021

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.

One-Time COVID-19-Related Pay Actions

	No merit increases to base salaries and temporary COVID-19-related reductions: In order to address COVID-19-related uncertainty and preserve cash during the initial stage of the pandemic, NEO salaries were reduced for the first half of the fiscal year by 50% for the CEO and 30% for the other NEOs.
	The bonus plan was eliminated for the first half of the fiscal year to address COVID-19-related uncertainty and preserve cash, with no offsetting increase in the second half.

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Annual, Regular Cycle Pay Actions

	Base Salaries: The only executive to receive an increase to his annualized salary was Mr. Hartung. This increase was designed to align his salary to market and to recognize the increased responsibilities associated with his promotion to the role of President, Agility.
	Bonus payouts for the second half of the year were above target, but below target on a full-year basis: We exceeded our financial goals in the second half of the year despite the challenges and uncertainty encountered in fiscal year 2021. Our CEO’s fiscal year 2021 bonus paid out at 82.3% of target (164.6% based on second-half results). Bonuses for the other continuing NEOs paid out between 74.6% and 88.7% (149% and 177% based on second-half results).
	Long-term incentive awards were held flat vs. prior year (with PSUs valued at face value), with the exception of Mr. Hartung who received a higher grant than the prior year due to his promotion as described in Base Salaries section below.
	Performance share plan (TSR) payout = 0%: No payouts were earned under the TSR PSUs for the three-year performance cycle ending in fiscal year 2021 (PSUs vesting in June 2020), as the threshold performance level was not achieved.

Impact of COVID-19 Related Executive Compensation Reductions

The COVID-19-related pay actions listed above (temporary salary and bonus target reductions) reduced the pay opportunity in fiscal year 2021 as illustrated below for the CEO.

Summary of Compensation Program Changes for Fiscal Year 2021

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. The following is a summary of key program changes, in addition to temporary salary reductions and bonus elimination during the first half of fiscal year 2021 described above.

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Pay and Performance Alignment for Fiscal Year 2021

The key vehicles we use to ensure that compensation realized by our executives is aligned with results generated for our shareholders are the annual incentive bonus and PSU programs. We set rigorous targets under our annual bonus plan, resulting in funding of our NEO bonuses that has averaged 66% of target over the last three years (82.3% in fiscal year 2021). Over the first two years of this period, performance results fell short of target. There was no bonus opportunity in the first half of fiscal year 2021, but performance results substantially exceeded target for the second half of the year, resulting in a payout of 164.6% of target for the final two fiscal quarters or 82.3% of the full year target opportunity, as shown below.

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PSUs are a major component of our NEOs’ target total direct compensation. As illustrated below, our most recently completed performance cycle funded at 0% (for the cycle ending in fiscal year 2021), based on TSR that was below the threshold performance level against the S&P 500.

Fiscal Year 2021 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 2021 and show how those elements were allocated. A significant portion of pay is performance-based and 89% of target compensation is at risk for our CEO and 80% is at risk for our other NEOs.

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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.

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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.

Compensation Element   Description Base salary   In fiscal year 2021, only one NEO received a salary increase (of 27.3%) because he assumed a new role. Short-Term Incentive     Corporate Business Unit NEOs Corporate executives are measured entirely on Flex financial objectives. 20% 25% For fiscal year 2021, 100% of the award opportunity was based on objectives for the second half of the year. Revenue BU Revenue 40% 25% Business unit (BU) NEO metrics are evenly split between corporate and BU results (BU revenue and BU OP). Adjusted OP BU OP     For fiscal year 2021, we removed the EPS metric due to its significant overlap with OP.   50% Vehicles & Weights 40% Corporate We increased the weightings of adjusted OP (from 30% to 40%) and FCF (from 25% to 40%) to focus participants on meeting profit commitments and converting this profit into FCF. Adj. FCF Results + 0 - 20% Corporate ITO Modifier We added an inventory turnover measure (ITO) as a modifier of other metrics, as this is an area the Company was striving to improve in fiscal year 2021. Long-Term Incentive     50% Relative TSR PSUs   50% are PSUs that may be earned based on Flex’s TSR versus that of the S&P 500 over 12-, 24- and 36-month periods within a three-year vesting cycle.   50% are RSUs that vest equally over a three-year period. 50% Vehicles & Weights Service-Based RSUs         Long-term cash incentives under our Deferred Compensation Plan have a Deferred Compensation target value equal to 30% of salary for each NEO, with 50% of funding fixed     and 50% of funding linked to corporate bonus payout results.

Compensation-Setting Process and Decisions for Fiscal Year 2021

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.

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Compensation and People Committee

The Compensation and People Committee is responsible for recommending to our Board the compensation of our Chief Executive Officer and all other NEOs. The Compensation and People Committee also oversees management’s decisions concerning the compensation of other Company officers, administers our equity compensation plans, and evaluates the effectiveness of our overall executive compensation programs. Our Compensation and People Committee also 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 are 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.

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 2021, the Compensation and People Committee retained FW Cook as its independent compensation consultant.

In fiscal year 2021, 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, 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 (referred to in this proxy statement as the Exchange Act), 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.

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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 payout opportunities under our incentive bonus plan 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 was updated from prior years to widen the revenue screen and add a market capitalization screen. These changes resulted in a peer group that is better aligned with Flex’s size and that naturally evolves with Flex over time. In January 2020, FW Cook presented, and the Compensation and People Committee approved, 14 companies that are comparable to Flex as our compensation peers for fiscal year 2021 considering the following criteria:

Our peer group for fiscal year 2021 compensation decisions consisted of the following companies:

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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 compensation practices.

Fiscal Year 2021 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. At the end of fiscal year 2020, in light of the uncertainty created by the effects of the COVID-19 pandemic and the Company’s initiatives to reduce costs, the CEO and the other NEOs proposed, and the Compensation and People Committee and the Board of Directors approved, reductions of base salaries for our NEOs – by 50% for the CEO and by 30% for the other NEOs—during the first two quarters of fiscal year 2021.

The following table sets forth the base salaries of our NEOs for fiscal year 2021.

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Incentive Bonus Plan

The Company cancelled the incentive bonus plan for the first half of fiscal year 2021. This decision was made as our fiscal year 2021 (which began on April 1, 2020) closely coincided with the global outbreak of the COVID-19 pandemic and peak uncertainty in the business environment and our ability to forecast financial performance. The bonus plan was restored for the second half of fiscal year 2021, and the incentive payouts were based entirely on achievement of the financial performance objectives listed below during those six months (with bonus opportunities set at 50% of the full year target amounts).

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 2021 corporate level performance metrics, weightings, and changes relative to fiscal year 2020 were as follows:

The adjusted EPS metric was removed because it overlapped with adjusted OP. Concurrent with this change, we increased the weightings of adjusted OP and FCF to focus participants on meeting profit commitments and converting this profit into free cash flow by being efficient with working capital and inventory management. We added ITO as this is an area the Company was focused on improving in fiscal year 2021.The ITO metric incentivizes participants to focus on improving the efficiency of our capital spend (not tying it up in inventory) and minimizing inventory obsolescence risk. The ITO modifier could have added 5% to 20% to the aggregate payout achieved on other metrics, if the targeted ITO performance range had been achieved. Targeted performance range on this metric was not reached.

Adjusted OP acts as both a metric within the plan, and the overall funding metric of our global bonus program, as illustrated below. 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 align the two. The funding generated by our OP achievement acts to ensure affordability and alignment to shareholder returns.

Performance for BU Presidents is measured at both the corporate and segment (business unit) levels, with a 50% weighting on each. The corporate performance is as defined above. The metrics for segment performance are segment OP and revenue, weighted equally. We reduced the weighting of segment results (from 100% in fiscal year 2020 to 50% in fiscal year 2021) to emphasize the importance of enterprise-wide performance, and to encourage a balanced approach between accountability for segment performance and cooperation across the enterprise.

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The following table summarizes the key features of our fiscal year 2021 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 2021. 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 were 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 2021, non-GAAP adjustments consisted of excluding after-tax stock-based compensation expense; amortization of intangible, customer-related assets impairments; restructuring charges; the impact of adopting a new revenue standard; legal and other; interest and other, net; and other charges (income), net. 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.

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Target Incentive Awards

Fiscal year 2021 bonus targets for the NEOs as a percent of base salary were not increased from fiscal year 2020 and are shown below.