Daniel J. Wendler
FLEXAbout Daniel J. Wendler
Daniel J. Wendler is Senior Vice President and Chief Accounting Officer (CAO) of Flex, serving since February 28, 2022. He is a CPA (New York) with prior leadership roles at Keter Group SA (CAO, 2021–2022), Carrier Global (Vice President & Assistant Controller 2020–2021; Vice President & Controller 2015–2020; broader controller roles 2000–2015), and earlier audit experience at Price Waterhouse LLP; he holds a B.S. in Accounting (SUNY Oswego) and an MBA (University of Rochester – Simon) . Company performance context during his tenure includes one- and three-year TSR of 15.6% and 145.2% and strong adjusted profit and FCF execution; PSU outcomes for FY2025 cycles were 162% for rTSR and 200% for adjusted EPS growth .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenue ($USD Billions) | $28.5* | $26.4 | $25.8 |
| EBITDA ($USD Billions) | $1.545* | $1.551* | $1.784* |
Values with an asterisk are retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Keter Group SA | Chief Accounting Officer | Nov 2021–Feb 2022 | Led transition from private ownership toward planned NYSE IPO . |
| Carrier Global Corporation (incl. UTC segment) | Vice President & Assistant Controller | 2020–2021 | Managed controller aspects globally; post-spin public company reporting . |
| Carrier Global / United Technologies | Vice President & Controller | 2015–2020 | Led accounting for global operations during portfolio changes . |
| Carrier Global / United Technologies | Controller leadership roles | 2000–2015 | Managed global controller functions across businesses . |
| Price Waterhouse LLP | Audit Manager | Prior to 2000 | Assurance leadership; CPA credential foundation . |
Fixed Compensation
| Element | Terms | Date(s) | Notes |
|---|---|---|---|
| Base Salary | $400,000 annual | Offer letter dated Feb 14, 2022; effective Feb 28, 2022 | Initial CAO compensation . |
| Target Bonus % | 50% of base (target $200,000), up to 200% max | FY2023 plan eligibility | Corporate bonus design uses revenue, adjusted OP, adjusted FCF metrics; modifiers for sustainability and individual performance . |
| Sign-on Cash | $40,000 make‑whole | At commencement; repayment clause | Repayable if departure within 24 months under specified conditions (voluntary without cause or termination for cause) . |
| Deferred Compensation (ongoing) | Eligible; Company contribution target 20% of base | FY2023 onward | Based on company performance under Deferred Compensation Plan . |
| Deferred Compensation (one‑time) | $100,000 (25% of base) funding; cliff vests | Cliff vest on 4th anniversary of start | Requires continued employment through vest date; four-year retention tether . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (corporate executives) | Adjusted Operating Profit | 40% | Not disclosed for Wendler | Company plan funding adjusted; NEO payouts ranged 132–144% after negative discretion to 131% corporate funding . | Annual cash. |
| Annual Bonus (corporate executives) | Adjusted Free Cash Flow | 35% | Not disclosed for Wendler | See above . | Annual cash. |
| Annual Bonus (corporate executives) | Revenue | 25% | Not disclosed for Wendler | See above . | Annual cash. |
| Annual Bonus modifiers | Sustainability metrics; Individual performance | +/-10% each | N/A | Company-wide design . | N/A. |
| Long-Term PSUs | Relative TSR | Portfolio PSU | N/A | FY2025 cycle payout: 162% based on average related TSR growth 54% (absolute TSR 132%) . | 36-month performance; vest at end of cycle . |
| Long-Term PSUs | Adjusted EPS growth | Portfolio PSU | N/A | FY2025 cycle payout: 200% max with average adjusted core EPS growth 14.7% (ex-Nextracker) . | 36-month performance; vest at end of cycle . |
| Equity Awards (initial) | RSUs/PRSUs grant value | $325,000 target | N/A | Grant value disclosed; performance-based RSUs subject to conditions . | Vests in three equal annual installments, subject to service and PSU conditions . |
| Make‑whole RSUs | RSU grant value | $160,000 | N/A | Grant value disclosed . | Vests in three equal annual installments, service-based . |
Notes: Flex’s executive plans emphasize pay-for-performance and at-risk equity; Wendler’s individual annual targets/realized payouts beyond grant values are not disclosed.
Equity Ownership & Alignment
| Item | Detail | Date/Amount | Alignment/Risk |
|---|---|---|---|
| Beneficial Ownership | Not disclosed in Security Ownership tables for CAO (tables list NEOs/directors) | As of June 1, 2025 | No public count for Wendler; skip . |
| Rule 10b5‑1 Plan | Adopted plan to sell up to 10,000 Flex shares; terminates May 29, 2026 | Adopted Sep 12, 2025 | Indicates programmed selling; monitor for execution pace/price . |
| Hedging/Pledging | Prohibited for employees and directors (no short sales, options/derivatives, margin, or pledging) | Policy embedded in insider trading policy (Exhibit 19.01 to FY2025 10‑K) | Reduces misalignment/pledging risk . |
| Ownership Guidelines (NEO policy) | CEO 6x salary; CFO 3.5x; other NEOs 2.5x; counts outright shares + unvested RSUs | 5-year compliance window | Company reports NEOs compliant; CAO guideline not specified in proxy . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Start | CAO appointment approved Feb 11, 2022; effective Feb 28, 2022 . |
| Offer Letter | Base $400,000; 50% target bonus; FY2023 equity target $325,000 with 3-year vest and PSU conditions; Deferred Compensation eligibility (20% target); $100,000 one-time cliff vest at 4-year anniversary; $160,000 make‑whole RSUs vesting over 3 years; $40,000 sign‑on cash with repayment clause . |
| Equity Plan Change‑of‑Control Mechanics (plan-level) | Double-trigger vesting: if awards are assumed in a CoC, RSUs vest on involuntary termination within 24 months; PSUs vest (completed periods at actual, unfinished at target) on involuntary termination; if not assumed, forfeiture restrictions lapse immediately prior to CoC . |
| Clawback (Recoupment) | Dodd‑Frank compliant recoupment policy; recovery of erroneously awarded incentive compensation for three fiscal years preceding a material restatement; potential cancellation of outstanding awards considered by Committee . |
| Non‑compete/Non‑solicit (plan-level) | Executive Severance Plan requires customary non‑competition, non‑solicitation, non‑disclosure, non‑disparagement and cooperation covenants as a condition of benefits; participation list not disclosed for CAO . |
Investment Implications
- Alignment and incentives: Initial package balances cash and significant equity/deferred components with multi-year vesting and a four-year deferred cliff, supporting retention through 2026; PSU performance linkages tie a portion of equity to TSR and adjusted EPS outcomes achieved at high payout levels in FY2025 cycles .
- Selling pressure/insider signals: A Rule 10b5‑1 plan to sell up to 10,000 shares through May 2026 indicates programmed liquidity; monitor Form 4s for execution cadence and potential incremental plan adoptions or terminations .
- Risk controls: Company-wide prohibitions on hedging/pledging and a robust clawback policy reduce misalignment and reputational risk; double-trigger equity vesting and absence of tax gross‑ups are shareholder-friendly .
- Pay-for-performance framework: Corporate bonus metrics emphasize adjusted OP, FCF, and revenue, with sustainability and individual modifiers; recent negative discretion on funding suggests disciplined governance amid revenue underperformance, which may similarly influence non-NEO payouts .
- Data gaps: Beneficial ownership specifics and annual realized compensation for the CAO are not disclosed in proxies; focus surveillance on periodic filings (10‑Q Item 5 for trading plans, any 8‑Ks under Item 5.02) for updates .
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