Erin L. McSweeney
FLEXAbout Erin L. McSweeney
Erin L. McSweeney, age 60, is an independent director of Flex Ltd. (FLEX) since 2020 and currently chairs the Compensation and People Committee and serves on the Nominating, Governance and Public Responsibility (NG&PR) Committee. Professionally, she is Executive Vice President and Chief People Officer at UnitedHealth Group (UHG), with 30+ years in human capital leadership across UHG/Optum and EMC (now Dell EMC), bringing deep expertise in compensation, succession, and culture to Flex’s board. She holds no other public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group (UHG) | EVP & Chief People Officer | Mar 2022–present | Leads enterprise people and culture strategy; deep compensation and HCM oversight |
| UHG | EVP, Chief of Staff to CEO | Feb 2021–Feb 2022 | Senior strategic support to CEO |
| Optum (UHG) | EVP & Chief Human Resources Officer | Jan 2017–Feb 2021 | Global HCM leadership across ~180,000 employees |
| EMC / Dell EMC | EVP & Chief Human Resources Officer; SVP HR, Products & Marketing; CHRO & VP, VCE | 2009–2016 | Led HR for product/marketing; executive HR leadership across divisions |
| Other CHRO roles | Various | Prior periods | Multiple CHRO roles across industries |
External Roles
| Category | Organization | Role | Tenure |
|---|---|---|---|
| Public company boards | None | — | — |
| Private/non-profit/academic | Not disclosed | — | — |
Board Governance
- Committee assignments: Chair, Compensation & People Committee; Member, NG&PR Committee. The Compensation Committee held 6 meetings in FY25 with 100% attendance; NG&PR held 8 meetings with 97% attendance (committee-level).
- Independence: Determined independent; board majority independent; all three committees fully independent.
- Independence review of UHG relationship: Flex’s arms-length business with UHG over the last three fiscal years did not exceed 1% of either company’s consolidated gross revenues, well below Nasdaq’s 5% threshold.
- Board activity: Board met 8 times in FY25; average director attendance 97%; all directors attended >75% of meetings; regular executive sessions of independent directors without management present.
- Board leadership: Independent Chair structure in place since Aug 8, 2024 (William D. Watkins).
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual base cash retainer | $90,000 | Paid quarterly; director election-approved cash program. |
| Compensation & People Committee member fee | $15,000 | Members (including chairs) receive $15k; chair gets additional $40k. |
| Compensation & People Committee chair fee | $40,000 | Chair supplemental retainer. |
| NG&PR Committee member fee | $8,000 | Committee membership retainer. |
| Total cash (reported) | $153,000 | Matches fees earned. |
| Annual RSU grant (grant-date fair value) | $200,000 | Standard non-employee director grant; vests in full day before next AGM; FY26 increased to $235,000. |
| FY2025 RSUs granted (shares) | 6,889 | Annual grant sizing based on market value at grant date. |
Performance Compensation
Flex does not provide performance-based pay to non-employee directors; however, as Compensation & People Committee Chair, McSweeney oversees executive pay-for-performance programs. Key FY25 incentive design and outcomes:
| Short-Term Incentive (Corporate NEOs) | Weight | FY25 Outcome |
|---|---|---|
| Adjusted Operating Profit (OP) | 40% | OP funding factor 118%; corporate funding reduced from 147% to 131% via negative discretion due to revenue underperformance. |
| Adjusted Free Cash Flow (FCF) | 35% | Strong performance; included in overperformance context. |
| Revenue | 25% | Underperformed vs plan, prompting negative discretion. |
| Sustainability modifier | +/-10 pp | +8 percentage points (environment, labor, health & safety achieved; workforce profile not achieved). |
| Individual performance modifier | +/-10 pp | Applied case-by-case (e.g., +5 pp CEO, COO, CCO, GC; +10 pp interim CFO). |
| Long-Term PSUs (FY25 vesting events) | Metric | FY25 Payout |
|---|---|---|
| rTSR PSUs (FY22 grant, 3-year ending Jun 2024) | Relative TSR vs peer set | 162% of target based on average percentile rank 65.59%. |
| Adjusted EPS Growth PSUs (FY23 grant, FY23–FY25) | 3-year adjusted EPS growth | 200% (maximum) based on average adjusted core EPS growth of 14.7% (ex-Nextracker). |
| FY25 NEO Bonus Payouts | Actual $ | % of Full-Year Target |
|---|---|---|
| CEO (Advaithi) | $3,156,726 | 144% |
| CFO (Krumm; pro-rated) | $310,584 | 139% |
| COO (Tan) | $1,148,812 | 144% |
| President/CCO (Hartung; pro-rated) | $1,099,657 | 140% |
| EVP & GC (Offer) | $957,306 | 144% |
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction | Independence Assessment |
|---|---|---|---|
| UnitedHealth Group | EVP & CPO | Flex conducted arms-length business with UHG; payments to/from UHG each year <1% of either company’s revenues | Below Nasdaq 5% threshold; board affirmed independence. |
| Other public company boards | None | — | Complies with outside board service limits. |
Expertise & Qualifications
- Human capital management expert; extensive leadership in organizational design, talent acquisition/management, total rewards, succession planning, and cultural transformation.
- Strategic change agent elevating performance and values; 30+ years of HR leadership across global enterprises (UHG/Optum, EMC/Dell EMC).
- As committee chair, positioned to oversee best practices in executive compensation and HCM strategy.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Ordinary Shares) | 15,410 | <1% of outstanding; per beneficial ownership table. |
| Unvested RSUs (director grants) | 6,889 | As of FY25 year-end. |
| Options | None | Non-employee directors do not hold options. |
| Director ownership guideline | 5x annual cash retainer ($450,000) | All non-employee directors have met the requirement. |
| Hedging/pledging | Prohibited | Insider Trading Policy forbids hedging, short sales, and pledging by directors. |
Governance Assessment
- Strengths: Independent status with rigorous annual independence review; chairing a fully independent Compensation & People Committee with strong attendance; robust pay-for-performance alignment (negative discretion applied; clear STIP/LTIP metrics); director ownership guidelines met; prohibition on hedging/pledging; regular executive sessions and independent Chair structure.
- Investor sentiment: Say-on-pay approval at 97.4% in 2024 indicates broad support for compensation practices overseen by the committee.
- Potential conflicts: UHG employment plus Flex’s commercial dealings with UHG represent a potential interlock; however, transactions were immaterial (<1%) and below Nasdaq thresholds, and the board affirmed independence. Monitor annually as part of ongoing independence assessment.
- Succession/transition oversight: Committee remit includes CEO/executive succession; FY25 saw CFO transition and CCO promotion with programmatic compensation adjustments consistent with market practices.
RED FLAGS: None observed in FY25 disclosures; no related-party transactions involving McSweeney; no hedging/pledging; director attendance strong; director compensation structure standard with equity emphasis and ownership alignment. Continue monitoring UHG-related transactions for independence thresholds and any future interlocks.