Michael E. Hurlston
FLEXAbout Michael E. Hurlston
Michael E. Hurlston (age 58) has served on Flex’s Board since 2020 and is currently President & CEO of Lumentum Holdings Inc. He holds advanced degrees in electrical engineering and business administration and has deep operating experience in semiconductors and technology, including CEO roles and senior general management at Broadcom; Flex’s Board has determined he qualifies as an audit committee financial expert, though he stepped off the Audit Committee in February 2025 due to independence considerations tied to Lumentum transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synaptics Incorporated | Chief Executive Officer and Director | 2019–Feb 2025 | Led IoT and human interface solutions, combining IoT and AI . |
| Finisar Corporation | Chief Executive Officer and Director | 2018–2019 | Led optical communications company . |
| Broadcom Limited (and predecessor) | SVP & GM, Mobile Connectivity/Wireless; various senior roles | 2001–2017 | Senior leadership in sales, marketing, and GM roles for connectivity products . |
| Oren Semiconductor; Integrated Circuit Systems; MicroPower Systems; Exar; IC Works | Senior marketing/engineering roles | 1991–2001 | Product/engineering leadership across multiple semiconductor firms . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lumentum Holdings Inc. | President & CEO; Board Director | Feb 2025–present | Designer/manufacturer of optical and photonic products; Flex has arms‑length business transactions with Lumentum . |
| Astera Labs Inc. | Board Director | 2024–present | Semiconductor connectivity for AI/cloud; Flex transacts with Astera Labs in ordinary course . |
| Ubiquiti Networks, Inc. | Prior Board Director | 2016–2021 | Prior public company board . |
Board Governance
- Committee assignments: Previously served on the Audit Committee and was designated an “audit committee financial expert”; concluded Audit Committee service on February 6, 2025. As of FY25 year‑end, he serves on no standing Board committees .
- Independence: Not independent as of February 7, 2025, when he became CEO and director of Lumentum; Flex payments to Lumentum in FY24 were ~5.4% of Lumentum’s consolidated gross revenues, exceeding Nasdaq’s 5% independence threshold .
- Attendance and engagement: Attended every Board meeting in FY25 and every Audit Committee meeting until concluding committee service; company recorded average director attendance of 97% and every director attended over 75% of meetings .
- Overboarding policy exception: Flex’s governance guidelines limit outside boards and set stricter limits for public‑company CEOs; the Board unanimously approved extending a policy exception for Hurlston after reviewing his commitments and participation quality .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
Fixed Compensation
| Component | FY25 Amount/Structure | Notes |
|---|---|---|
| Annual Director Cash Retainer | $90,000 | Payable quarterly; directors may elect shares in lieu of cash . |
| Committee Member Retainer – Audit & Compensation | $15,000 | Per committee membership; chairs receive $40,000 . |
| Committee Member Retainer – Nominating, Governance & Public Responsibility | $8,000 | Chair receives $15,000 . |
| Chair of the Board | $50,000 | In addition to other retainers . |
| Annual Director RSU | $200,000 grant‑date fair value | Vests in full on day prior to next AGM; increased to $235,000 for FY26 . |
| FY25 Hurlston Compensation | Cash fees: $0; Share awards: $302,791; Total: $302,791 | He elected fully vested ordinary shares in lieu of cash; received RSUs covering 3,021 shares vesting immediately plus standard annual RSU award; no options granted . |
Performance Compensation
- Not applicable for directors: Flex does not disclose performance‑linked compensation (e.g., PSUs) for non‑employee directors; director equity is time‑based RSUs and there are no director option awards in FY25 .
Other Directorships & Interlocks
| Company | Relationship to Flex | Interlock/Transaction | Independence Impact |
|---|---|---|---|
| Lumentum Holdings Inc. | Customer/supplier with arms‑length transactions | Flex payments to Lumentum in FY24 were ~5.4% of Lumentum revenues; Hurlston is CEO and director at Lumentum . | Breached Nasdaq 5% threshold → Hurlston not independent; stepped off Audit Committee . |
| Astera Labs Inc. | Customer/supplier in ordinary course | Flex purchased or sold goods/services with Astera Labs while Hurlston serves as director; arms‑length . | Board reviewed relationships; determined overall independence for others; Hurlston’s non‑independence arises from Lumentum threshold . |
Expertise & Qualifications
- Semiconductor and technology operating expertise; CEO experience at multiple public technology companies; advanced degrees in electrical engineering and business administration .
- Audit committee financial expert designation while serving on Flex’s Audit Committee .
- Public company board governance, global operations, supply chain, and technology innovation experience aligned to Flex’s strategy .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 66,170 | Less than 1% of outstanding . |
| Ownership (% of outstanding) | * | “*” indicates <1% per proxy table . |
| Unvested RSUs outstanding (FY25 year‑end) | 6,889 | Standard annual director RSU grant . |
| Options | None | Directors do not hold share options . |
| Share ownership guideline | 5x annual cash retainer ($450,000) | Required within five years; all non‑employee directors have met the guideline . |
| Hedging/pledging | Prohibited | Company policy prohibits hedging, short sales, and pledging of Flex securities by directors . |
Governance Assessment
- Independence RED FLAG: Hurlston is no longer independent due to Flex’s arms‑length business with Lumentum exceeding Nasdaq’s 5% threshold; he appropriately resigned from the Audit Committee, mitigating direct oversight conflicts but raising ongoing perceived conflict risk given his CEO role at a significant Flex counterparty .
- Time‑commitment risk: As a sitting public‑company CEO serving on another public board (Astera Labs), Hurlston is under a Board‑approved overboarding policy exception. The Board cited exemplary attendance and engagement in FY25 as mitigating factors, but investors should monitor for future capacity constraints as AI/datacenter cycles intensify at Lumentum .
- Alignment signals: He elected to receive director cash fees entirely in shares and holds RSUs, indicating equity alignment; Flex’s director ownership guideline (5x retainer) is robust and met by all non‑employee directors, supporting skin‑in‑the‑game .
- Controls and policies: Flex’s related‑party review policy, prohibition on hedging/pledging, and annual board evaluations are positives for governance hygiene; FY24 say‑on‑pay support (97.4%) signals broad investor approval of compensation governance, though this pertains to NEO pay rather than director compensation .
- Overall: Hurlston brings valuable semiconductor leadership and technical depth beneficial to Flex’s AI/datacenter strategy, but his non‑independence and policy exception warrant continued scrutiny of committee assignments, transaction oversight, and workload to safeguard board effectiveness and investor confidence .