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Pay vs Performance Disclosure
12 Months Ended 36 Months Ended
Mar. 31, 2023
USD ($)
$ / shares
Mar. 31, 2022
USD ($)
$ / shares
Mar. 31, 2021
USD ($)
$ / shares
Mar. 31, 2023
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance

 

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of SEC Regulation S-K, we are providing the following information regarding the relationship between executive compensation actually paid and certain financial performance measures of the Company for the fiscal years shown.

 

               Value of Initial Fixed $100
Investment Based on:
      
Fiscal
Year
(a)
  Summary
Compensation
Table Total
($)
(b)
  Compensation
Actually Paid
to CEO
($)
(c)
  Average
Summary
Compensation
Table Total for
Non-CEO NEOs
($)
(d)
  Average
Compensation
Actually Paid
to Non-CEO
NEOs
($)
(e)
  Flex TSR
($)
(f)
  Peer Group
TSR
($)
(g)
  GAAP Net
Income
($ Millions)
(h)
  Adjusted
EPS ($)
(I)
2023  15,597,911  30,258,936  4,097,332  7,197,637  275  301  793  2.36
2022  14,375,624  16,510,494  4,015,753  4,098,165  221  218  936  1.96
2021  11,897,879  31,441,187  4,577,458  8,040,590  219  193  613  1.57

 

Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” for the CEO for the respective years shown.

 

Column (c).“Compensation actually paid” to the CEO in each of FY23, FY22 and FY21 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by the Compensation and People Committee in regards to the CEO’s compensation for each fiscal year, please see the “Compensation Discussion & Analysis” sections of the proxy statements reporting pay for the fiscal years covered in the table above.

 

Fiscal Year CEO   2021    2022    2023  
SCT Total Compensation ($)  $11,897,879   $14,375,624   $15,597,911  
Less: Stock Award Values Reported in SCT for the Covered Year ($)  $8,970,983   $10,484,149   $11,020,718  
Plus: Fair Value for Stock Awards Granted in the Covered Year ($)  $16,629,811   $11,372,194   $16,892,976  
Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($)  $11,080,893   $1,275,446   $10,802,925  
Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($)  $874,347   $(28,621)  $(1,987,549 )
Less: Fair Value of Stock Awards Forfeited during the Covered Year ($)  $0   $0   $0  
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)  $70,759   $0   $26,607  
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)  $0   $0   $0  
Compensation Actually Paid ($)  $31,441,187   $16,510,494   $30,258,936  

 

Equity Valuations:

 

Performance share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance.
The fair value of performance share units assumes estimated performance results as of the end of each reporting year for applicable internal metrics, and the Monte Carlo value of target-level performance for the market metrics in accordance with FASB ACS 718.
Consistent with FASB ASC 718, the fair value of EPS-based performance share units is based on the estimated number of units to vest and Flex’s stock price as of each measurement date, while the fair value of TSR-based performance share units is based on the target number of units and a Monte Carlo fair value, derived as of each measurement date. For both performance share awards, the vest date fair value is equal to the number of units that actually vested and Flex’s stock price on that date.
Time-based restricted share unit grant date fair values are calculated using the stock price as of date of grant.
The fair value of time-based restricted unit grants as of the end of each reporting period are calculated using the Monte Carlo value of stock price in accordance with FASB ACS 718.
Also consistent with FASB ASC 718, the fair value of time-based restricted stock units is based on Flex’s stock price on each interim and final measurement date.

 

Column (d). The following non-CEO NEOs (collectively, the “Non-CEO NEOs”) are included in the average figures shown:

 

FY21: Francois P. Barbier, Christopher Collier, Michael P. Hartung, Paul Humphries, Paul R. Lundstrom, and Scott Offer
FY22: Francois P. Barbier, Michael P. Hartung, Paul R. Lundstrom, and Scott Offer
FY23: Michael P. Hartung, Paul R. Lundstrom, Scott Offer, and Hooi Tan

 

Column (e). Average “compensation actually paid” for our non-CEO NEOs in each of FY23, FY22 and FY21 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the decisions made by our Compensation and People Committee in regards to the non-CEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” sections of the proxy statements reporting pay for the fiscal years covered in the table above.

 

Fiscal Year   2021    2022    2023  
Non-CEO NEOs  See Column
(d)
Note
   See Column
(d)
Note
   See Column
(d)
Note
 
SCT Total Compensation ($)  $4,577,458   $4,015,753   $4,097,332  
Less: Stock Award Values Reported in SCT for the Covered Year ($)  $2,945,442   $2,262,366   $2,169,700  
Plus: Fair Value for Stock Awards Granted in the Covered Year ($)  $3,982,037   $2,453,994   $3,325,800  
Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($)  $1,587,667   $165,239   $2,187,616  
Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($)  $2,003,436   $(270,811)  $(239,733 )
Less: Fair Value of Stock Awards Forfeited during the Covered Year ($)  $(870,216)  $0   $0  
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)  $294,349   $3,645   $3,678  
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)  $0   $0   $0  
Compensation Actually Paid ($)  $8,040,590   $4,098,165   $7,197,637  

 

Equity Valuations:

 

Performance share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance.
The fair value of performance share units assumes estimated performance results as of the end of each reporting year for applicable internal metrics, and the Monte Carlo value of target-level performance for the market metrics in accordance with FASB ACS 718.
Consistent with FASB ASC 718, the fair value of EPS-based performance share units is based on the estimated number of units to vest and Flex’s stock price as of each measurement date, while the fair value of TSR-based performance share units is based on the target number of units and a Monte Carlo fair value, derived as of each measurement date. For both performance share awards, the vest date fair value is equal to the number of units that actually vested and Flex’s stock price on that date.
Time-based restricted share unit grant date fair values are calculated using the stock price as of date of grant.
The fair value of time-based restricted unit grants as of the end of each reporting period are calculated using the Monte Carlo value of stock price in accordance with FASB ACS 718.
Also consistent with FASB ASC 718, the fair value of time-based restricted stock units is based on Flex’s stock price on each interim and final measurement date.

 

Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Flex for the measurement periods ending on March 31 of each of 2023, 2022 and 2021, respectively.

 

Column (g). For the relevant fiscal year, represents the cumulative TSR of the peer group consisting of Benchmark Electronics, Celestica Inc., Jabil Inc., and Sanmina Corporation (“Peer Group TSR”) for the measurement periods ending on March 31 of each of 2023, 2022 and 2021, respectively.

 

Column (h). Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended March 31, 2023, 2022 and 2021, respectively.

 

Column (i). Company-selected Measure is Adjusted Earnings Per Share (EPS) which is described below. Adjusted EPS is a non-GAAP financial measure. See Annex A to this proxy statement for a reconciliation of GAAP to non-GAAP financial measures.

     
Company Selected Measure Name       Adjusted Earnings Per Share (EPS)
Named Executive Officers, Footnote      

Column (d). The following non-CEO NEOs (collectively, the “Non-CEO NEOs”) are included in the average figures shown:

FY21: Francois P. Barbier, Christopher Collier, Michael P. Hartung, Paul Humphries, Paul R. Lundstrom, and Scott Offer
FY22: Francois P. Barbier, Michael P. Hartung, Paul R. Lundstrom, and Scott Offer
FY23: Michael P. Hartung, Paul R. Lundstrom, Scott Offer, and Hooi Tan
Peer Group Issuers, Footnote      

Column (g). For the relevant fiscal year, represents the cumulative TSR of the peer group consisting of Benchmark Electronics, Celestica Inc., Jabil Inc., and Sanmina Corporation (“Peer Group TSR”) for the measurement periods ending on March 31 of each of 2023, 2022 and 2021, respectively.

PEO Total Compensation Amount $ 15,597,911 $ 14,375,624 $ 11,897,879  
PEO Actually Paid Compensation Amount 30,258,936 16,510,494 31,441,187  
Adjustment To PEO Compensation, Footnote      

Column (c).“Compensation actually paid” to the CEO in each of FY23, FY22 and FY21 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by the Compensation and People Committee in regards to the CEO’s compensation for each fiscal year, please see the “Compensation Discussion & Analysis” sections of the proxy statements reporting pay for the fiscal years covered in the table above.

Fiscal Year CEO   2021    2022    2023  
SCT Total Compensation ($)  $11,897,879   $14,375,624   $15,597,911  
Less: Stock Award Values Reported in SCT for the Covered Year ($)  $8,970,983   $10,484,149   $11,020,718  
Plus: Fair Value for Stock Awards Granted in the Covered Year ($)  $16,629,811   $11,372,194   $16,892,976  
Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($)  $11,080,893   $1,275,446   $10,802,925  
Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($)  $874,347   $(28,621)  $(1,987,549 )
Less: Fair Value of Stock Awards Forfeited during the Covered Year ($)  $0   $0   $0  
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)  $70,759   $0   $26,607  
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)  $0   $0   $0  
Compensation Actually Paid ($)  $31,441,187   $16,510,494   $30,258,936  

Equity Valuations:

Performance share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance.
The fair value of performance share units assumes estimated performance results as of the end of each reporting year for applicable internal metrics, and the Monte Carlo value of target-level performance for the market metrics in accordance with FASB ACS 718.
Consistent with FASB ASC 718, the fair value of EPS-based performance share units is based on the estimated number of units to vest and Flex’s stock price as of each measurement date, while the fair value of TSR-based performance share units is based on the target number of units and a Monte Carlo fair value, derived as of each measurement date. For both performance share awards, the vest date fair value is equal to the number of units that actually vested and Flex’s stock price on that date.
Time-based restricted share unit grant date fair values are calculated using the stock price as of date of grant.
The fair value of time-based restricted unit grants as of the end of each reporting period are calculated using the Monte Carlo value of stock price in accordance with FASB ACS 718.
Also consistent with FASB ASC 718, the fair value of time-based restricted stock units is based on Flex’s stock price on each interim and final measurement date.

 

Non-PEO NEO Average Total Compensation Amount 4,097,332 4,015,753 4,577,458  
Non-PEO NEO Average Compensation Actually Paid Amount $ 7,197,637 4,098,165 8,040,590  
Adjustment to Non-PEO NEO Compensation Footnote      

Column (e). Average “compensation actually paid” for our non-CEO NEOs in each of FY23, FY22 and FY21 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the decisions made by our Compensation and People Committee in regards to the non-CEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” sections of the proxy statements reporting pay for the fiscal years covered in the table above.

Fiscal Year   2021    2022    2023  
Non-CEO NEOs  See Column
(d)
Note
   See Column
(d)
Note
   See Column
(d)
Note
 
SCT Total Compensation ($)  $4,577,458   $4,015,753   $4,097,332  
Less: Stock Award Values Reported in SCT for the Covered Year ($)  $2,945,442   $2,262,366   $2,169,700  
Plus: Fair Value for Stock Awards Granted in the Covered Year ($)  $3,982,037   $2,453,994   $3,325,800  
Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($)  $1,587,667   $165,239   $2,187,616  
Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($)  $2,003,436   $(270,811)  $(239,733 )
Less: Fair Value of Stock Awards Forfeited during the Covered Year ($)  $(870,216)  $0   $0  
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)  $294,349   $3,645   $3,678  
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)  $0   $0   $0  
Compensation Actually Paid ($)  $8,040,590   $4,098,165   $7,197,637  

Equity Valuations:

Performance share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance.
The fair value of performance share units assumes estimated performance results as of the end of each reporting year for applicable internal metrics, and the Monte Carlo value of target-level performance for the market metrics in accordance with FASB ACS 718.
Consistent with FASB ASC 718, the fair value of EPS-based performance share units is based on the estimated number of units to vest and Flex’s stock price as of each measurement date, while the fair value of TSR-based performance share units is based on the target number of units and a Monte Carlo fair value, derived as of each measurement date. For both performance share awards, the vest date fair value is equal to the number of units that actually vested and Flex’s stock price on that date.
Time-based restricted share unit grant date fair values are calculated using the stock price as of date of grant.
The fair value of time-based restricted unit grants as of the end of each reporting period are calculated using the Monte Carlo value of stock price in accordance with FASB ACS 718.
Also consistent with FASB ASC 718, the fair value of time-based restricted stock units is based on Flex’s stock price on each interim and final measurement date.
Tabular List, Table
Measure   Nature  
Stock Price   Financial  
Relative TSR   Financial  
Adjusted EPS Growth   Financial  
     
Total Shareholder Return Amount $ 275 221 219  
Peer Group Total Shareholder Return Amount 301 218 193  
Net Income (Loss) $ 793,000,000 $ 936,000,000 $ 613,000,000  
Company Selected Measure Amount | $ / shares 2.36 1.96 1.57  
Measure:: 1        
Pay vs Performance Disclosure        
Name Stock Price      
Measure:: 2        
Pay vs Performance Disclosure        
Name Relative TSR      
Measure:: 3        
Pay vs Performance Disclosure        
Name Adjusted EPS Growth      
PEO | Less: Stock Award Values Reported in SCT for the Covered Year ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 11,020,718 $ 10,484,149 $ 8,970,983  
PEO | Plus: Fair Value for Stock Awards Granted in the Covered Year ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 16,892,976 11,372,194 16,629,811  
PEO | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 10,802,925 1,275,446 11,080,893  
PEO | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,987,549) (28,621) 874,347  
PEO | Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0  
PEO | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 26,607 0 70,759  
PEO | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0  
Non-PEO NEO | Less: Stock Award Values Reported in SCT for the Covered Year ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,169,700 2,262,366 2,945,442  
Non-PEO NEO | Plus: Fair Value for Stock Awards Granted in the Covered Year ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,325,800 2,453,994 3,982,037  
Non-PEO NEO | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,187,616 165,239 1,587,667  
Non-PEO NEO | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (239,733) (270,811) 2,003,436  
Non-PEO NEO | Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 (870,216)  
Non-PEO NEO | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,678 3,645 294,349  
Non-PEO NEO | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0