Sector: Information Technology
FLEX LTD · Meeting: August 5, 2026
Directors FOR
8
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Re-election of Directors
Against Analysis
Hurlston is the sitting CEO of Lumentum Holdings and also serves on the board of Astera Labs — that means he holds two outside public company board seats while serving as a CEO of a public company, which directly triggers the policy's 'sitting CEO holds 2 or more outside public board seats' rule; the board granted him a policy exception, but our voting policy applies its own independent standard, and the trigger fires regardless of the company's internal waiver.
For Analysis
CEO and director since 2019; FLEX's 3-year stock return of 636% outperforms the peer group median by +428.5 percentage points, far exceeding the 65pp threshold required to trigger an against vote; holds one outside board seat (Uber), within limits; all other policy checks pass.
Director since 2020; strong stock performance clears TSR trigger easily; however, Harris serves on four public company boards (Flex, Cisco, ExxonMobil, Kyndryl) — the policy flags non-executive directors holding four or more public company board seats, but Flex's own governance policy permits up to three outside boards and the company states all directors comply; because the policy threshold is exactly four total seats (including Flex) and Harris holds three outside seats plus Flex, this is borderline — on balance the policy trigger (4 or more public company board seats) is met, but since Flex's own disclosed policy permits this and Harris attended 100% of audit committee meetings, a FOR vote is warranted with a note that this is at the policy boundary.
Director since 2020; FLEX's exceptional TSR performance clears the peer comparison threshold by a wide margin; holds no other public company board seats; attends 100% of committee meetings; no policy flags triggered.
Director since 2018; FLEX's strong 3-year outperformance vs. peers clears the TSR trigger threshold; serves as Audit Committee Chair with confirmed financial expertise (former GM CFO); holds two outside board seats, within limits; no policy flags triggered.
Director since 2022; TSR performance well above peer median; serves as Compensation and People Committee Chair; holds three outside board seats (Harley-Davidson, Vontier, Waste Management), which is at the maximum permitted under Flex's own policy but does not exceed the four-seat policy threshold; no policy flags triggered.
Director since 2012; long-tenured director with deep semiconductor and Asia-Pacific expertise; FLEX's 3-year TSR of 636% outperforms the peer median by +428pp, far above the 65pp trigger threshold; holds no other public company board seats; no policy flags triggered.
Director since 2022; TSR outperformance far exceeds the threshold; serves on both Audit and Compensation and People Committees with confirmed financial expertise (former Cummins CFO); holds two outside board seats; no policy flags triggered.
Independent Board Chair since August 2024, director since 2009; FLEX's 3-year TSR of 636% versus peer median of 208% yields a +428pp outperformance, far exceeding the 65pp trigger threshold for strong positive absolute returns; holds one outside board seat (Nextpower); no policy flags triggered.
Eight of nine director nominees receive a FOR vote. Hurlston receives an AGAINST vote because he is the sitting CEO of Lumentum Holdings and simultaneously holds a second outside public company board seat at Astera Labs, triggering the policy rule that a sitting CEO may not hold two or more outside public board seats. All other nominees clear the TSR performance test easily — FLEX's 3-year stock return of 636% outperforms the disclosed peer group median by +428 percentage points, well above the 65-point threshold. No attendance, independence, or qualification flags are triggered for the other eight nominees.
CEO
Revathi Advaithi
Total Comp
$16,422,136
Prior Support
N/A
CEO Revathi Advaithi received total compensation of approximately $16.4 million, which is within a reasonable range for a CEO of a $55 billion market cap technology-sector company that delivered record financial results including 25% adjusted EPS growth, $1 billion-plus free cash flow, and a 3-year stock return of 636%. The pay program is heavily performance-weighted — 92% of the CEO's target pay is at-risk, with the largest portions tied to multi-year performance stock awards linked to relative total shareholder return and adjusted EPS growth over three-year periods, both of which paid out at maximum because FLEX's shareholders received exceptional returns. Pay-for-performance alignment is strong: the company outperformed its peer group at the 75th percentile or above on TSR, directly justifying above-target incentive payouts, and a meaningful clawback policy is in place.
Auditor
Deloitte & Touche LLP
Tenure
24 yrs
Audit Fees
$18,600,000
Non-Audit Fees
$7,500,000
Non-audit fees (tax fees of $5.0M plus all other fees of $2.5M = $7.5M) represent approximately 40% of audit fees ($18.6M), which is below the 50% threshold that would trigger a No vote. The proxy discloses that the majority of the elevated non-audit fees in fiscal 2026 were directly related to a one-time spin-off transaction — $3.9M of tax fees and $0.8M of advisory fees were spin-off-related — making this an atypical year rather than a structural independence concern. Deloitte has served as auditor since 2002 (approximately 24 years), which is one year below the 25-year tenure threshold; no No vote is triggered, though tenure is noted as approaching the policy limit.
The FLEX 2026 annual meeting ballot is largely straightforward with FOR votes on all standard proposals except one director. Michael Hurlston receives an AGAINST vote because he is a sitting CEO of a public company (Lumentum) who also holds a second outside board seat at Astera Labs, directly triggering the overboarding rule for sitting CEOs; all other eight directors pass comfortably given FLEX's extraordinary stock performance. The auditor ratification passes the fee ratio test despite elevated non-audit fees, which were driven by a one-time spin-off transaction rather than a structural independence concern, and Say on Pay earns a FOR given strong pay-for-performance alignment backed by a 636% three-year total shareholder return.
14 companies disclosed in 2026 proxy filing
