John D. Harris II
FLEXAbout John D. Harris II
John D. Harris II, age 64, has served as an independent director of Flex Ltd. since 2020. He is the retired Vice President of Business Development at Raytheon Company and former Chief Executive Officer of Raytheon International, Inc., with a career spanning global sales, marketing, international business and government relations. At Flex, Harris currently serves on the Audit Committee and has been designated an Audit Committee Financial Expert. He also serves on the boards of Cisco Systems, ExxonMobil, and Kyndryl.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon Company | Vice President, Business Development | 2013–2020 | Led worldwide sales/marketing, international business, and government relations; executed global business strategy |
| Raytheon International, Inc. | Chief Executive Officer | 2013–2020 | CEO of wholly-owned subsidiary; global execution responsibilities |
| Raytheon | VP & GM, Intelligence, Information & Services | 2012–2013 | Technology, digital and cybersecurity experience |
| Raytheon Technical Services Company | President | 2010–2012 | Leadership in technology services |
| Raytheon (Corporate) | VP, Contracts and Supply Chain | 2005–2010 | Supply chain oversight |
| Raytheon (Gov/Defense businesses) | VP, Contracts | Various | Contract leadership roles |
| Raytheon (Electronic Systems) | VP, Operations & Contracts | Various | Operations and contracts leadership |
| RTCA NextGen Advisory Committee; U.S. Dept. of Commerce National Advisory Council on Minority Business Enterprise; Association of the U.S. Army Council of Trustees | Member/Trustee | Various | Government and non-profit service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cisco Systems, Inc. | Director | Since 2021 | Public company board service |
| ExxonMobil Corporation | Director | Since 2022 | Public company board service |
| Kyndryl Holdings, Inc. | Director | Since 2021 | Public company board service |
Board Governance
- Independence and attendance: Harris is independent; Flex recorded 8 Board meetings and 28 committee meetings in FY25 with average attendance of 97%, and every director attended >75% of meetings during their period of service. Independent directors meet in executive session at each regularly scheduled Board meeting.
- Committee assignments: As of April 1, 2025, Harris moved from the Compensation & People Committee to the Audit Committee and is designated an Audit Committee Financial Expert. The Compensation & People Committee held 6 meetings (attendance 100%); the Audit Committee held 14 meetings (attendance 98%).
- Board leadership and policies: Flex has an independent Chair (William D. Watkins) and robust governance practices including prohibitions on short sales, hedging, and pledging of company securities; director overboarding policy limits service to three other public company boards absent Board approval.
Fixed Compensation
| Component | Amount/Structure | Vesting/Payment | Source |
|---|---|---|---|
| Annual Director Cash Retainer | $90,000 | Paid quarterly; directors may elect to receive shares in lieu of cash | |
| Committee Member Fees | Audit: $15,000; Compensation & People: $15,000; NG&PR: $8,000 | Paid quarterly | |
| Committee Chair Fees | Audit Chair: $40,000; Compensation & People Chair: $40,000; NG&PR Chair: $15,000 | Paid quarterly | |
| Board Chair Additional Cash | $50,000 (for Chair; not applicable to Harris) | Paid quarterly | |
| Harris FY25 Cash Paid | $105,000 | Fees earned in FY25 |
Performance Compensation
| Equity Type | Grant Value / Shares | Grant Date | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| Annual RSU Award (Non-Employee Director) | $200,000 grant date fair value; 6,889 RSUs for FY25 cohort | Following 2024 AGM | Vests in full on the day prior to next AGM | None; time-based (no performance conditions) |
| Chair Additional RSU (for Board Chair) | $100,000; 3,444 RSUs (Chair only; not applicable to Harris) | Following AGM | Vests before next AGM | None; time-based |
| Harris FY25 Share Awards | $200,000 | FY25 | Annual director RSU program | Time-based RSUs (no options granted) |
- Director equity awards are discretionary annual RSUs; Flex does not grant options to non-employee directors, and directors may elect shares for cash retainers. RSUs for directors vest time-based (no TSR or financial targets).
- FY26 change: Non-employee director annual RSU grant value increased to $235,000 (effective FY26).
Other Directorships & Interlocks
| External Company | Harris Role | Flex Transaction Relationship | Independence/Board Determination |
|---|---|---|---|
| Cisco Systems, Inc. | Director | Flex purchased/sold goods/services with Cisco in ordinary course (FY25) | Board determined such relationships did not impair independence; Harris remains independent |
| ExxonMobil Corporation | Director | Not specifically cited for transactions in proxy | Harris remains independent |
| Kyndryl Holdings, Inc. | Director | Not specifically cited for transactions in proxy | Harris remains independent |
- Flex’s Governance Guidelines limit other public company boards to three absent Board approval; Harris serves on three and is within policy.
- The Board reviewed arm’s-length transactions involving directors’ external companies (including Cisco) and concluded independence was not impaired.
Expertise & Qualifications
- Skills: Large-scale global business development; supply chain; government relations; technology/digital/cybersecurity oversight via Raytheon leadership roles; talent management and strategic planning competencies.
- Governance: Outside public and non-profit board experience; designated Audit Committee Financial Expert at Flex.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Unvested (FY25 YE) | Options | Notes |
|---|---|---|---|---|---|
| John D. Harris II | 42,789 | <1% | 6,889 | None | Beneficial ownership as of June 1, 2025; RSUs vest within ~1-year cycle |
| Directors’ Ownership Policy | 5x annual cash retainer ($450,000 equivalent) | — | — | — | All non-employee directors met guidelines; compliance window within 5 years of election |
| Hedging/Pledging Policy | Prohibited | — | — | — | Applies to directors and executive officers |
Insider Trades (Form 4 snapshots)
| Date | Filing | Transaction | Amount |
|---|---|---|---|
| 08/06/2025 | SEC Form 4 | Non-employee director RSU grant | 4,713 RSUs (per filing summary) |
| 08/25/2025 | SEC Form 4 | Statement of Changes in Beneficial Ownership | Filing recorded (details in filing) |
| 2024 (various) | SEC Form 4 | Director equity transactions | Filings recorded (see EDGAR index) |
| 2025 | SEC Form 4 | Director equity transactions | Filing recorded (Form 4 XML) |
Note: RSU grant counts and dates derive from Form 4 summaries; for complete details, see the linked SEC filings.
Governance Assessment
- Committee effectiveness: Harris’s transition to the Audit Committee (April 1, 2025) and designation as an Audit Committee Financial Expert strengthens financial reporting and cybersecurity oversight, aligning with Flex’s emphasis on enterprise risk management and quarterly CISO updates to the Audit Committee.
- Independence and conflicts: While Harris sits on boards of companies with which Flex transacts (e.g., Cisco), the Board reviewed these arm’s-length relationships and affirmed independence; continued monitoring of interlocks is prudent.
- Attendance and engagement: Flex’s Board and committees demonstrated high engagement (97% average attendance; executive sessions each regular meeting), supporting effective oversight.
- Director pay and alignment: Harris’s FY25 compensation ($105,000 cash, $200,000 RSUs) is in line with program design; director ownership guidelines (5x retainer) and prohibitions on hedging/pledging enhance alignment.
- Shareholder signals: Strong Say-on-Pay support (97.4% approval at 2024 AGM) indicates investor confidence in compensation governance; FW Cook engaged as independent consultant with no conflicts.
RED FLAGS and Monitoring Items
- Overboarding risk: Harris is at Flex’s policy limit for other public boards (three). While compliant, continued monitoring of workload and potential conflicts is advisable.
- Interlocks: Ongoing arms’-length transactions with companies where directors serve (e.g., Cisco) warrant continued independence reviews each year; current determination did not impair independence.
Appendix: Supporting Program and Policy Details
- Non-employee director compensation components (cash + RSUs; share election option) and vesting cadence (full vest prior to next AGM).
- Change-in-control: Director RSU treatment per “Potential Payments Upon Termination or Change of Control” section (see proxy for specifics).
- Stakeholder engagement and governance practices, including independent Chair, clawback policy for executive officers, and director continuing education.