Maryrose Sylvester
FLEXAbout Maryrose Sylvester
Maryrose Sylvester (age 59) is an independent director of Flex Ltd., serving since 2022; she sits on the Compensation and People Committee and is not the committee chair . Her background includes senior leadership at ABB (U.S. Managing Director and U.S. Head of Electrification, 2019–2020) and more than 30 years at GE with multiple CEO roles, bringing deep expertise in global operations, supply chain, product development, and industrial transformation . She also serves on the boards of Harley-Davidson, Vontier, and Waste Management, supporting boardroom experience and cybersecurity risk oversight through audit committee service at another public company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABB Ltd | U.S. Managing Director and U.S. Head of Electrification | Jun 2019–Aug 2020 | Led U.S. electrification business in global technology company focused on electrification, robotics, power, automation |
| GE – Current | President & CEO (digital power services) | 2015–Jun 2019 | Energy systems integration; product development and sustainable solutions |
| GE Lighting | President & CEO | 2011–2015 | Led global lighting provider; supply chain leadership |
| GE Intelligent Platforms | President & CEO | 2006–2011 | Industrial automation; operational improvement |
| GE – Global Sourcing | Director of Sourcing (Budapest), Global Sourcing Director for GE Lighting | Various years (pre-2006) | Global supply chain experience and logistics management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harley-Davidson, Inc. | Director | Since 2016 | Public company board governance experience |
| Vontier Corporation | Director | Since 2021 | Technology and industrial exposure |
| Waste Management, Inc. | Director | Since 2021 | Risk, sustainability oversight experience |
Board Governance
- Independence: The Board determined Ms. Sylvester is independent; seven of nine directors are independent, and all three standing committees are fully independent .
- Committee assignments: Compensation and People Committee member; committee attendance in FY25 was 100% overall across six meetings; members at FY25 year-end were McSweeney (Chair), Sylvester, Ward .
- Board attendance and engagement: Board held 8 meetings; Board and committees collectively held 28; average attendance was 97%, with every director attending over 75% of applicable meetings; regular executive sessions without management .
- Evaluation and education: Annual board, committee, and director evaluations; 2025 process augmented by an independent governance consulting firm; robust director orientation and continuing education including deep‑dives on geopolitics, sustainability, cybersecurity, and talent .
| Governance Metric | FY 2025 |
|---|---|
| Board meetings held | 8 |
| Committee meetings (total across all committees) | 28 |
| Average attendance | 97% |
| Committee independence | All three committees fully independent |
| Compensation & People Committee meetings | 6 |
| Compensation & People Committee attendance | 100% |
Fixed Compensation
| Component | Program Detail | FY 2025 – Ms. Sylvester |
|---|---|---|
| Annual cash retainer | $90,000 per non‑employee director | $90,000 |
| Committee membership fee | $15,000 per member for Audit and Compensation & People | $15,000 (Compensation & People Committee) |
| Committee chair fee | $40,000 for Audit or Compensation & People chair | N/A (not chair) |
| NG&PR committee member fee | $8,000 per member | N/A (not a member) |
| Chair of the Board cash | $50,000 for Board Chair (incremental) | N/A |
| Cash vs. share election | Directors may elect to receive cash compensation in fully vested shares | Not disclosed for Ms. Sylvester; her FY25 cash shown in “Fees Earned” |
| FY 2025 Non‑Employee Director Compensation (Ms. Sylvester) | Amount |
|---|---|
| Fees earned or paid in cash | $105,000 |
| Share awards (grant date fair value) | $200,000 |
| Total | $305,000 |
Performance Compensation
| Equity Award | FY 2025 Terms | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | $200,000 grant‑date fair value; 6,889 Ordinary Shares covered | Vests in full on day immediately prior to next annual general meeting | Program applies to each non‑employee director; no options granted in FY25 |
| Chair incremental RSU (program) | $100,000 for independent Chair | Vests prior to next AGM | Not applicable to Ms. Sylvester |
Flex’s non‑employee director equity awards are time‑based RSUs; no director PSUs or option awards were granted in FY25 .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Other public boards | Harley‑Davidson (since 2016), Vontier (since 2021), Waste Management (since 2021) |
| Compensation committee interlocks | None requiring disclosure under SEC rules |
| Director commitments policy | Limit of ≤3 other public company boards (absent Board approval); each director in compliance |
| Ms. Sylvester commitment status | Exactly three other public company boards; compliant with Flex policy |
Expertise & Qualifications
- Expertise: Global operations, supply chain and logistics, innovation and product development, industrial transformation; sustainability solutions; cybersecurity risk oversight through audit committee service at another public company .
- Board skill matrix alignment: Skills prized by Flex include global operations, supply chain, technology and innovation, public company governance, finance/audit, risk and compliance—areas where Ms. Sylvester’s background strongly maps .
Equity Ownership
| Holder | Beneficial Shares | Percent of Outstanding | Unvested RSUs Outstanding | Pledging/Hedging |
|---|---|---|---|---|
| Maryrose Sylvester | 14,612 | <1% | 6,889 | Prohibited for directors under Flex policy |
- Director share ownership guideline: Minimum 5x annual cash retainer ($450,000) to be reached within five years; all non‑employee directors have met the requirement .
- Insider trading policy: Flex maintains an insider trading policy governing director transactions; filed as Exhibit 19.01 to the FY2025 10‑K .
Fixed/Performance Compensation Structure Analysis
| Signal | Observation |
|---|---|
| Cash vs equity mix | For Ms. Sylvester in FY25: 34% cash ($105k), 66% equity ($200k), aligning interests toward long‑term shareholder value . |
| Options/PSUs usage | No director options; director equity is time‑based RSUs—simplifies alignment but lacks performance‑vesting features . |
| Ownership alignment | Directors subject to 5x retainer guideline; all in compliance; prohibition on hedging/pledging strengthens alignment . |
Related‑Party Transactions and Conflicts
- Related‑party exposure: The proxy discloses one related‑person employment (spouse of the former interim CFO) approved under policy; no transactions disclosed involving Ms. Sylvester .
- Review process: NG&PR Committee reviews/approves related‑person transactions; thresholds and exclusions are defined, with independent director oversight and recusal where applicable .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: 97.4% approval at the 2024 AGM—strong investor support for compensation program governance .
- Shareholder engagement: Ongoing outreach; positive feedback on governance, sustainability, and compensation practices; site tour engagement in Sept 2024 .
Governance Assessment
- Strengths: Independent director with deep industrial and supply chain expertise; active member of fully independent Compensation and People Committee; strong attendance culture (Board 97% average) and robust evaluation/education processes; equity‑heavy director pay and ownership guidelines with hedging/pledging prohibitions support alignment .
- Potential watch items: Time commitments—three other public boards place her at Flex’s policy limit, though Board monitors and confirms compliance; no interlocks or related‑party transactions disclosed for her .
- Overall signal: Governance profile supports investor confidence—independence, committee engagement, alignment policies, and strong board processes; no material conflicts or red flags identified relating to Ms. Sylvester .