SANMINA CORP (SANM)
Sector: Information Technology
2026 Annual Meeting Analysis
SANMINA CORP · Meeting: March 9, 2026
Directors FOR
2
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Sanmina's stock returned +118.4% over three years, which sounds strong, but the company's own compensation peer group returned a median of +287.1% over the same period — a gap of nearly 169 percentage points, far exceeding the 65-point threshold that triggers an against vote for a company with positive returns; the five-year gap of -217pp versus peers is equally severe, so the longer-term record provides no relief, and Mr. Sola as co-founder/CEO since 1989 is fully accountable for this multi-year underperformance.
Ms. Barnes joined the board in June 2023, giving her roughly 2.5 years of tenure that meaningfully overlaps the three-year underperformance window; because her tenure exceeds 24 months she is not exempt from the TSR trigger, and the peer-group underperformance gap of -168.7pp far exceeds the 65pp threshold, with no five-year mitigant available.
Mr. Hedley has served since December 2022, giving him approximately three years of tenure that covers essentially the entire underperformance period; the peer-group gap of -168.7pp vastly exceeds the 65pp threshold applicable to a company with strong positive absolute returns, and the five-year data shows the same pattern, providing no softening of the trigger.
Ms. Johnson has served since December 2021, fully covering the three-year measurement window; the -168.7pp gap against the peer group median far exceeds the 65pp trigger threshold, and the five-year underperformance gap of -217pp versus peers means the longer-term record does not provide a mitigant.
Mr. Licata has served since 2007 and bears full accountability for the board's oversight during the entire underperformance period; the -168.7pp three-year gap and -217pp five-year gap versus the peer median both far exceed the applicable thresholds, leaving no basis to soften the against vote.
Mr. Prabhu has served as a director since 2019 and as Lead Independent Director since March 2025, giving him full tenure overlap with the underperformance period; the peer-group underperformance gap of -168.7pp over three years and -217pp over five years both exceed the applicable thresholds by a wide margin.
For Analysis
Mr. Loparco joined the board in March 2025, less than 24 months ago, and is therefore exempt from the TSR underperformance trigger under the policy's new-director exemption; he brings over 25 years of relevant electronics manufacturing and supply chain experience.
Although Ms. Sankaran joined in June 2023 and would otherwise be subject to the TSR trigger given her tenure exceeding 24 months, the proxy separately discloses she attended only 72% of board and committee meetings in fiscal 2025, falling below the 75% attendance threshold that independently warrants an against vote under the policy; however, because the TSR trigger fires for her (gap -168.7pp vs 65pp threshold, tenure ~2.5 years, majority overlap), and the attendance flag is an additional concern, the determination is AGAINST.
Seven of eight director nominees warrant an against vote due to severe and sustained underperformance relative to Sanmina's own compensation peer group: over three years Sanmina returned +118.4% while the peer median returned +287.1%, a gap of -168.7 percentage points that far exceeds the 65-point trigger threshold applicable to companies with strong positive absolute returns, with the five-year gap of -217pp providing no relief; only Michael Loparco, who joined in March 2025 and is within the 24-month new-director exemption window, receives a FOR vote; Mythili Sankaran receives an AGAINST vote on both TSR and attendance grounds.
Say on Pay
✓ FORCEO
Jure Sola
Total Comp
$18,183,981
Prior Support
82%%
The CEO's total reported compensation of approximately $18.2 million is within a reasonable range for a CEO of a ~$6.8 billion technology/manufacturing company, and the program structure is sound: approximately 93% of the CEO's target pay is performance-based, with long-term equity awards tied to a three-year cumulative earnings-per-share goal (paying out 70%–130% of target based on results), short-term bonuses tied to revenue and operating margin with a cash-flow modifier, and no guaranteed payments or tax gross-ups. The prior-year say-on-pay vote received 82% support, well above the 70% threshold that would require a response, and the company has a proper clawback policy in place; while Sanmina's stock has significantly underperformed its peer group on a three-year basis, the incentive pay structure does contain genuine performance conditions that limit payouts when targets are missed, which distinguishes this from a program where variable pay is effectively fixed, so the pay-for-performance alignment check does not independently trigger a no vote here.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$8,500,000
Non-Audit Fees
$271,300
PwC is a Big 4 firm appropriate for a company of Sanmina's size and complexity; non-audit fees (tax fees of $154,400 plus all other fees of $116,900, totaling $271,300) represent only about 3.2% of audit fees of $8,500,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire and the policy default is FOR; no material restatements were noted.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal Entitled 'Independent Board Chairman'
Separating the roles of Chairman and Chief Executive Officer is a mainstream governance improvement that strengthens the board's ability to independently oversee management, and this proposal takes on added weight given Sanmina's severe and sustained underperformance relative to its own compensation peers (the stock trailed the peer median by about 169 percentage points over three years), which suggests the current combined-role structure has not delivered adequate accountability. While Sanmina points to its Lead Independent Director as a substitute, that role is an internal board position without the full authority and independence signal that a separate, dedicated independent chairman would provide. The proposal is a straightforward structural governance ask, not an ideological or operational overreach, and supporting it is consistent with the policy's default of voting for measures that align board accountability with shareholder interests.
Overall Assessment
This ballot presents a challenging governance situation: seven of eight director nominees, including the long-tenured CEO/Chairman, warrant against votes due to Sanmina's severe underperformance versus its own compensation peer group (a ~169 percentage-point three-year gap that persists over five years as well), while the compensation program itself passes the say-on-pay screen due to its genuinely performance-linked structure and reasonable pay levels; the auditor ratification is straightforward, and the independent board chair proposal merits support precisely because stronger independent oversight could help address the multi-year underperformance that drives the director concerns.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing