Kevin Krumm
FLEXAbout Kevin Krumm
Kevin Krumm has served as Chief Financial Officer of Flex Ltd. since January 6, 2025, following an offer letter dated November 18, 2024 . He previously was EVP & CFO of APi Group (Sept 2021–Jan 2025) and, before that, held senior finance roles over a 15-year tenure at Ecolab, including Corporate Treasurer and SVP Global Finance Shared Services (from Dec 2019), with earlier career experience in public accounting at PwC, Arthur Andersen, and Deloitte with emphasis on M&A and corporate finance . He holds a bachelor’s degree in accounting (University of Northern Iowa) and an MBA from the University of Chicago Booth School of Business . Flex highlighted FY25 strategic execution (EMS + Products + Services), two acquisitions (JetCool Technologies; Crown Technical Systems), and $1.257B in buybacks, providing a constructive backdrop for incentive alignment in his first year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| APi Group Corporation | EVP & CFO | Sep 2021–Jan 2025 | CFO of a global life safety services provider specializing in fire safety and security |
| Ecolab Inc. | Corporate Treasurer & SVP Global Finance Shared Services; various finance leadership roles (Industrial segment, regional finance EMEA/APAC/LATAM, acquisition integration) | Dec 2019–Sep 2021 (Treasurer & SVP GFSS); additional 15-year tenure (dates not individually disclosed) | Led global treasury/shared services; extensive international finance leadership and M&A integration experience |
| PwC; Arthur Andersen; Deloitte | Public accounting and consulting (M&A and corporate finance emphasis) | Not disclosed | Deal-focused advisory and corporate finance grounding |
External Roles
- No public company board or external directorships disclosed for Mr. Krumm in the latest proxy .
Fixed Compensation
| Element | FY25/FY26 terms | Key details |
|---|---|---|
| Base salary | $832,000 (annualized FY25) | New hire; no FY25 annual increase noted |
| Target annual bonus | 115% of base salary | FY25 payout pro-rated based on service; plan tied to corporate metrics |
| Target annual LTI | $2,900,000 (from FY26) | No annual LTI grant in FY25; will participate starting FY26 under standard NEO design |
| Sign-on cash | $3,500,000 | Repayable if departure within 24 months (voluntary without good reason or for cause) |
| Sign-on equity | $5,800,000 in service-based RSUs | Time-vested RSUs in three substantially equal annual installments |
| Deferred comp – initial | $416,000 (50% of base) | One-time company contribution; 4-year cliff vest |
| Deferred comp – annual | Target 30% of base salary | Half performance-based (tied to bonus plan funding) |
| Relocation | $32,325 (FY25) | Additional relocation expenses to be paid in FY26 |
| All other compensation | $457,217 (FY25 SCT) | Includes relocation and other standard items per SCT footnotes |
Performance Compensation
Annual Incentive Plan (AIP) – Design and Metrics
| Metric | Weighting | Notes on measurement |
|---|---|---|
| Adjusted Operating Profit | 40% | Non-GAAP adjustments exclude items like intangible amortization, certain impairments/recoveries, restructuring, after-tax SBC, legal/other; extraordinary items and M&A impacts excluded for plan purposes; committee approval required |
| Adjusted Free Cash Flow | 35% | Focus on conversion of profit into FCF via working capital and inventory management |
| Revenue | 25% | Top-line growth focus |
| Sustainability/Individual modifier | +/-10% each (additive) | Used as an additive modifier |
FY25 AIP Outcome (Krumm)
| Item | Value |
|---|---|
| Target bonus (%) | 115% of base salary |
| Pro-rated target amount (FY25) | $222,816 |
| Actual FY25 bonus | $310,584 (pro-rated) |
| Actual as % of full-year target | 139% |
| Notes | Payout pro-rated for Jan 6, 2025 hire date |
Long-Term Incentive (LTI) Structure and Awards
| Item | Detail |
|---|---|
| FY25 participation | Did not participate in FY25 annual LTI program |
| FY26 design (NEOs) | Target mix typically 50% RSUs, 25% rTSR PSUs, 25% Adjusted EPS Growth PSUs (face value; Monte Carlo affects accounting values) |
| FY25 sign-on equity | 143,245 service-based RSUs; grant date 1/6/2025; grant date fair value $5,799,990 |
| Stock options | Company disclosed no stock option grants to NEOs in FY25 |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Beneficial ownership (6/1/2025) | 0 shares; less than 1% of outstanding |
| Unvested RSUs outstanding | 143,245 (service-based) |
| Ownership guideline (CFO) | 3.5x salary; unvested service-based RSUs count; 5-year compliance period for new hires |
| Compliance status | Company determined NEOs are in compliance with applicable ownership requirements |
| Hedging/pledging | Prohibited for executives and directors (short sales, derivatives, pledging, margin) |
Vesting Schedule – Sign-on RSUs (Retention and potential selling pressure)
| Grant | Shares | Vesting cadence | First vest date |
|---|---|---|---|
| Service-based RSUs (1/6/2025) | 143,245 | Three substantially equal annual installments “at a rate of 47,748 shares per year for three years,” subject to continued employment | Jan 6, 2026 |
Employment Terms
- Appointment and offer: CFO effective January 6, 2025; offer letter dated November 18, 2024 .
- Severance (outside change of control): Salary continuation during a transition period and pro-rated annual bonus based on actual fiscal-year performance; equity and deferred comp continue vesting during transition, with RSUs and deferred comp that would have vested in the ensuing year accelerating post-transition subject to an additional release; PSUs generally not accelerated outside the plan’s rules .
- Change-of-control (double trigger within 24 months): Lump-sum payment of 2x base salary plus target bonus for NEOs; accelerated vesting of service-based equity; PSUs vest using actual results for completed periods and target for unfinished periods; benefits continue for two years; no excise tax gross-ups .
- Equity plan mechanics under CoC: If awards are assumed/continued, double-trigger vesting applies upon involuntary termination; if not assumed, awards vest at change of control per plan terms .
- Clawback: Dodd-Frank–compliant Recoupment Policy, with potential cancellation of awards and no-fault recovery for three prior completed fiscal years upon a required financial restatement .
- Non-compete/NS/ND: Transition Agreement requires customary non-competition, non-solicitation, non-disclosure, non-disparagement, and cooperation provisions as a condition to severance .
- Relocation: Reimbursement under executive relocation policy; $32,325 in FY25 with additional FY26 amounts expected .
- No employment agreement: Flex states it is not party to employment agreements with current NEOs .
Compensation Peer Group and Say-on-Pay
- FY25 peer group includes: Arrow Electronics, Avnet, Corning, Cummins, HPE, Jabil, PACCAR, Parker Hannifin, Sanmina, Seagate, TD SYNNEX, Textron, Western Digital, Xerox .
- Say‑on‑Pay support: 97.4% approval at 2024 annual meeting .
Performance & Track Record
- Corporate context during FY25: Flex advanced its EMS + Products + Services strategy; acquired JetCool Technologies (liquid cooling) and Crown Technical Systems (critical power/grid modernization); returned $1.257B to shareholders via repurchases; added to S&P MidCap 400 .
- Shares vested in FY25: None for Krumm (first Flex awards granted Jan 2025); no option exercises by NEOs in FY25 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (aligns incentives; reduces risk of forced sales) .
- Double-trigger CoC provisions and no excise tax gross-ups (shareholder-friendly design) .
- No stock options granted in FY25 (avoids repricing risk) .
- Clawback policy in place and can extend to cancellation of outstanding awards as deemed appropriate .
Investment Implications
- Retention and selling pressure: The $5.8M sign-on RSUs vest in three annual tranches starting Jan 6, 2026 (disclosed rate 47,748 shares/year), creating predictable windows of potential selling pressure; however, hedging/pledging are prohibited, and ownership guidelines require meaningful equity holding (3.5x salary) during a five-year compliance period, mitigating misalignment risk .
- Pay-for-performance alignment: AIP metrics emphasize profitability (Adjusted OP 40%), cash conversion (Adjusted FCF 35%), and revenue (25%) with a modest modifier; Krumm’s FY25 pro‑rated payout was $310,584, equating to 139% of full-year target, reflecting corporate results and demonstrating the plan’s leverage; his annual LTI participation starts in FY26 and will include PSUs tied to rTSR and adjusted EPS growth, reinforcing performance focus .
- Change‑of‑control economics: For CFO-level NEOs, CoC protection at 2x salary+target bonus with double-trigger equity vesting and two years of benefits is moderate relative to market and supports focus through potential transactions, without tax gross-ups; outside CoC, severance relies on a transition period construct rather than fixed multiples, limiting cost escalation .
- Governance signals: Strong 2024 say‑on‑pay support (97.4%) plus robust clawback and anti-hedging/pledging policies indicate shareholder-aligned governance; no employment agreement reduces lock-in risk and preserves flexibility .
Net: Krumm’s package is retention-tilted in year one (buyout cash and time-vested RSUs) with pay migrating to a more performance-weighted mix in FY26 via PSUs. Monitor Form 4s around January vest dates, FY26 LTI grant sizing/mix, and compliance with CFO ownership guidelines as key signals for alignment and potential selling flow .