Lay Koon Tan
FLEXAbout Lay Koon Tan
Lay Koon Tan, age 66, has served as an independent director of Flex Ltd. since 2012 and is ordinarily resident in Singapore; he is currently a member of the Audit Committee and is designated an Audit Committee Financial Expert . He was the founding President and CEO of STATS ChipPAC Ltd. (2004–2015) after leading the formation of ST Assembly Test Services Ltd. (2002–2004), and previously served as CFO of ST Assembly Test Services Ltd. (joined in 2000) . Mr. Tan holds a Bachelor of Engineering from the University of Adelaide and an MBA from The Wharton School, where he was a Palmer Scholar .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| STATS ChipPAC Ltd. | President & CEO; Director | 2004–2015 | Led growth in semiconductor packaging/test; executive leadership credentials |
| ST Assembly Test Services Ltd. | Led formation of company (predecessor) | 2002–2004 | Entrepreneurial formation and scaling |
| ST Assembly Test Services Ltd. | Chief Financial Officer | 2000–2002 | Deep financial and operational oversight |
| Salomon Smith Barney | Investment banker | n/a | Capital markets and M&A experience |
| United Overseas Bank Limited; Singapore gov’t/financial institutions | Senior roles | n/a | Financial sector and public institutional experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | No current other public company directorships |
Board Governance
| Committee | Role | FY25 Meetings | FY25 Attendance (Committee-level) | Notes |
|---|---|---|---|---|
| Audit Committee | Member; Audit Committee Financial Expert | 14 | 98% (committee aggregate) | Members FY25: Stevens (Chair), Tan, Ward; Harris joined 4/1/2025; fully independent |
| Compensation & People | Not a member | 6 | 100% (committee aggregate) | Fully independent |
| Nominating, Governance & Public Responsibility (NG&PR) | Not a member | 8 | 97% (committee aggregate) | Fully independent |
| Board overall | Director (independent) | 8 | 97% average; all directors >75% | Regular executive sessions without management |
| Board leadership | Independent Chair (Watkins) | — | — | Seven of nine directors independent |
- Independence: Mr. Tan is independent under Nasdaq standards .
- Singapore Companies Act compliance: He is the only director ordinarily resident in Singapore; if not re-elected, he continues until a resident replacement is appointed (structural reliance risk) .
Fixed Compensation
| Component | FY25 Amount | Details / Vesting |
|---|---|---|
| Fees Earned or Paid in Cash | $91,875 | Annual retainers per program (base $90,000; +$15,000 Audit Committee member); Tan’s cash fees pro-rated; elected to take half of Q4 cash as shares (see below) |
| All Other Compensation | $34,869 | Company-paid U.S. federal tax $31,187, Arizona state tax $392, tax prep $2,844, IRS notice $446 due to U.S. meeting attendance as a Singapore resident |
| Total Fixed | $126,744 | Sum of cash and other |
Program schedule for non-employee directors (for context):
- Annual cash retainer: $90,000; Audit/Comp committee member: $15,000 each; NG&PR member: $8,000; Audit/Comp chair: $40,000; NG&PR chair: $15,000; Board Chair: +$50,000 .
Performance Compensation
| Equity Award | Grant Value / Shares | Vesting Terms | Notes |
|---|---|---|---|
| Annual RSU grant (post-AGM) | $200,000 grant-date fair value; 6,889 RSUs | Vests in full the day immediately prior to next AGM | FY26 annual RSU value increased to $235,000 |
| Share election in lieu of cash (Q4 FY25) | 418 RSUs (fully vested at grant) | Immediate vesting | Elected to receive half of Q4 cash fees in shares |
- No stock options granted to non-employee directors; directors do not hold options .
- Change-of-control: Director RSUs follow the company’s 2017 Equity Incentive Plan treatment; plan uses double-trigger vesting on change-of-control (accelerates if not assumed, or upon qualifying termination if assumed) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Interlocks with customers/suppliers/competitors | None disclosed for Mr. Tan; board independence review addresses director relationships and found no impairment of independence |
Expertise & Qualifications
- Financial, accounting, and audit expertise; designated Audit Committee Financial Expert .
- Executive leadership in semiconductor packaging/testing; technology sector experience .
- Investment and business development background; banking and Singapore institutional roles .
- Education: BE (University of Adelaide); MBA (Wharton), Palmer Scholar .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 196,379 | As of June 1, 2025; <1% of outstanding shares |
| Ownership as % of shares outstanding | <1% | Asterisk indicates less than 1% |
| Unvested RSUs outstanding | 6,889 | As of FY25 year-end |
| Options (exercisable/unexercisable) | None | Non-employee directors do not hold options |
| Shares pledged as collateral | Prohibited by policy | Company prohibits short sales, hedging, and pledging by directors |
| Director stock ownership guideline | 5x annual cash retainer ($450,000) | All non-employee directors have met the share ownership requirement |
Governance Assessment
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Strengths
- Deep semiconductor and financial expertise; serves on Audit Committee and is an Audit Committee Financial Expert—supports robust oversight of financial reporting, cybersecurity, and enterprise risk .
- Independence and high engagement: board average attendance 97%; Audit Committee held 14 meetings with 98% attendance; all committees fully independent .
- Ownership alignment: meaningful share ownership; annual RSU grants; compliance with 5x retainer ownership guideline; prohibitions on hedging/pledging .
- Compensation mix emphasizes equity over cash, with no options and double-trigger protections consistent with shareholder-friendly practices .
-
Potential Risks / RED FLAGS
- Structural reliance on Mr. Tan for Singapore Companies Act compliance (only resident director); non-re-election would force interim continuation until replacement—elevated succession dependency on a single director .
- Company-paid U.S. and state tax reimbursements and tax preparation for Mr. Tan due to U.S. meeting attendance may be viewed as a minor perquisite; magnitude is modest ($34,869), but monitor for recurrence and rationale clarity .
-
Neutral-to-Positive Signals
- No other public company directorships reduce potential interlocks/conflicts and overboarding concerns; board limits on other boards codified in Governance Guidelines .
- Regular executive sessions of independent directors enhance independent oversight .
- Strong shareholder support for say-on-pay (97.4% in 2024) indicates broad investor confidence in compensation governance framework overseen by the board .