Hooi Tan
FLEXAbout Hooi Tan
Hooi Tan, age 48, is Chief Operating Officer at Flex, serving since October 1, 2024 after leading Global Operations and Components since April 2022 and previously SVP Global Operations (May 2016–March 2022); he has been with Flex for more than twenty years and holds a B.S. in electrical engineering from Purdue University . Company performance metrics tied to his incentive plans have paid out strongly: rTSR PSUs earned 162% for the three-year cycle ending FY2025 based on average related TSR growth of 54% (absolute TSR up 132%), and Adjusted EPS PSUs earned the 200% maximum on 14.7% average adjusted core EPS growth (ex-Nextracker) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flex | Chief Operating Officer | Oct 2024–present | Expanded remit across global operations and IT; operational efficiency focus . |
| Flex | President, Global Operations & Components | Apr 2022–Sep 2024 | Led global operations and components portfolio; execution across >100 facilities in 30 countries . |
| Flex | SVP, Global Operations | May 2016–Mar 2022 | Managed global manufacturing footprint; productivity and efficiency programs . |
| Flex | Asia Region Operations Leader | Prior to 2016 | Oversaw P&L improvements; regional productivity initiatives . |
| Solectron | Leadership roles in operations, program management, BD, government affairs | Pre-Flex | EMS operations leadership experience for OEMs . |
External Roles
No public company directorships or external board roles disclosed for Mr. Tan in the proxy .
Fixed Compensation
- Base salary increased 5% to $735,000 effective Aug 1, 2024 (from $700,000) to align with market and added responsibilities .
- FY2025 target bonus set at 110% of salary (pro-rated based on salary change), target $795,632; actual payout $1,148,812 (144% of full-year target) with a +5% individual modifier .
Multi-year Summary Compensation (USD)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | $700,000 | $700,000 | $723,333 |
| Share Awards (Grant-date FV) | $1,983,721 | $2,167,992 | $7,086,812 |
| Non-Equity Incentive Plan (Cash Bonus) | $991,683 | $731,500 | $1,148,812 |
| Change in Pension Value & NQDC Earnings | $37 | $56,846 | $16,785 |
| All Other Compensation | $169,244 | $270,977 | $234,150 |
| Total | $3,844,685 | $3,927,315 | $9,209,893 |
All Other Compensation Breakdown (FY2025)
| Component | Amount |
|---|---|
| Pension/Savings Plan company match, expenses/social security | $206,499 |
| Tax preparation expenses | $12,181 |
| Other | $15,470 |
| Total | $234,150 |
Performance Compensation
Annual Incentive Plan Design (FY2025)
| Metric | Weighting | Target | Actual | Payout Mechanics | Notes |
|---|---|---|---|---|---|
| Adjusted OP (Corporate) | 40% | Not disclosed | Not disclosed | Funds pool; zero payout if below thresholds | Non-GAAP adjustments applied per policy . |
| Adjusted FCF (Corporate) | 35% | Not disclosed | Not disclosed | Payout capped at 200% | Aligns to working capital discipline . |
| Revenue (Corporate) | 25% | Not disclosed | Not disclosed | Must exceed thresholds to fund above 100% | Revenue underperformed vs plan; corporate funding reduced (147%→131%) . |
| Sustainability modifier | ±10 ppt | N/A | N/A | Additive modifier | — |
| Individual performance modifier | ±10 ppt | N/A | +5 ppt for Tan | Additive modifier | Recognized for operational efficiency, expanded IT oversight . |
| FY2025 actual payout (Tan) | — | 110% of salary | $1,148,812 | 144% of full-year target | Pro-rated target amount disclosed . |
Long-Term Incentive Awards and Vesting
| Grant Date | Award Type | Target Shares | Fair Value (USD) | Vesting Terms |
|---|---|---|---|---|
| 6/12/2024 | rTSR PSUs | 17,985 | $761,845 | 3-year cliff; vest based on rTSR vs peer group; payout range 0–200% . |
| 6/12/2024 | Adjusted EPS PSUs | 17,985 | $574,980 | 3-year cliff; vest on averaged annual adjusted EPS growth . |
| 6/12/2024 | Service-based RSUs | 35,971 | $1,149,993 | Time-based vesting per plan (service-based) . |
| 9/25/2024 | EPS Growth PSUs | 72,578 | $2,299,997 | Two equal installments on anniversaries following performance-period completion (performance-based) . |
| 9/25/2024 | Service-based RSUs | 72,578 | $2,299,997 | Time-based vesting per plan (service-based) . |
PSU Outcome for Cycle Ending FY2025 (Company-level)
- rTSR PSUs earned 162% based on average related TSR growth of 54%; absolute TSR growth 132% over the period .
- Adjusted EPS PSUs earned maximum 200% based on 14.7% average adjusted core EPS growth (excluding Nextracker) .
Shares Vested in FY2025
| Metric | FY2025 |
|---|---|
| Shares acquired on vesting | 96,172 |
| Value realized on vesting | $2,997,329 |
Equity Ownership & Alignment
- Beneficial ownership: 149,559 shares; includes 51,227 shares issuable upon settlement of RSUs vesting within 60 days of June 1, 2025; <1% of outstanding .
- Outstanding equity at 3/31/2025 (unvested and unearned) for Tan:
- Unvested service-based RSUs: 23,043 ($762,262); 32,389 ($1,071,428); 35,971 ($1,189,921); 72,578 ($2,400,880) .
- Unearned PSUs: 69,130 ($2,286,820); 48,582 ($1,607,093); 35,970 ($1,189,888); 24,291 ($803,546); 17,985 ($594,944); 72,578 ($2,400,880) .
- Stock ownership guidelines: other NEOs must hold equity equal to 2.5x salary; unvested service RSUs count; NEOs are in compliance; performance-based equity and options do not count .
- Hedging/pledging: prohibited for all employees/directors, including use of shares as collateral; insider trading policy filed as Exhibit 19.01 to FY2025 10-K .
- Options: none outstanding or exercised by NEOs in FY2025 .
Employment Terms
- Employment agreement: Flex does not enter into NEO employment agreements .
- Severance/change-of-control: Executive Severance Plan amended FY2025 to be market-aligned; no automatic single-trigger acceleration .
- Illustrative economics (as of 3/31/2025, using $33.08 share price):
- Change in Control with Termination (double-trigger): Total $19,433,159; includes Base Salary continuation $1,470,000, Benefits $61,923, Bonus $1,617,000, Deferred Comp vesting $467,520, RSU vest $5,424,491, PSU vest $10,392,225 .
- Change in Control, Awards Not Assumed: Total $15,816,717; RSU and PSU acceleration per plan (completed cycles at actual; unfinished at target) .
- Involuntary Termination without Cause / Voluntary Termination for Good Reason: Total $8,924,539; includes Salary $735,000, Benefits $30,961, Bonus $1,148,812, Deferred Comp vesting $190,313, RSU vest $2,626,949, PSU vest $4,192,504 .
- Death or Disability: Total $13,402,136; immediate RSU vest; PSUs pro-rated (completed at actual; unfinished at target) .
- Clawback: Dodd-Frank compliant recoupment policy (no-fault recovery of erroneously awarded incentive comp for three completed fiscal years preceding a required restatement), with potential cancellation of outstanding equity; policy filed as Exhibit 97.01 to FY2025 10-K .
Compensation Peer Group (FY2025 decisions)
- Peer companies: Arrow Electronics, Avnet, Corning, Cummins, HPE, Jabil, PACCAR, Parker Hannifin, Sanmina, Seagate, TD SYNNEX, Textron, Western Digital, Xerox .
- Philosophy: emphasis on competitive pay, at-risk compensation, long-term incentives and shareholder alignment; say-on-pay support 97.4% at 2024 AGM .
Investment Implications
- Alignment: High equity mix and PSU exposure tie realized pay to TSR and EPS growth; rTSR/EPS PSU outcomes at 162%/200% indicate strong historical performance linkage and confidence in multi-year targets . Ownership guidelines compliance and anti-hedging/pledging policy strengthen alignment; options risk is absent .
- Retention and selling pressure: Substantial unvested RSUs/PSUs outstanding with multi-year vesting schedules (e.g., large 9/25/2024 supplemental RSUs/PSUs at 72,578 shares each) defer realizable value, promoting retention and limiting near-term sell pressure; FY2025 vesting of 96,172 shares and ~$3.0M realized indicates periodic supply but no options-driven exercises . Change-of-control double-trigger accelerations create event-driven supply risk; intrinsic value at FY2025 levels is meaningful ($15.8M–$19.4M scenarios) .
- Incentive levers: Annual bonus metrics focus on adjusted OP (funding), adjusted FCF, and revenue with capped leverage and discretionary oversight; corporate underperformance on revenue led to negative discretion (147%→131%), tempering payouts—signal of disciplined governance . Individual modifier (+5%) credits operational execution and expanded IT oversight, suggesting continued emphasis on efficiency and reliability execution .
- Governance risk: No employment contracts, no excise tax gross-ups, no single-trigger vesting, and robust clawback reduce shareholder-unfriendly risk; say-on-pay support is high (97.4%), lowering governance overhang .