Michael P. Hartung
FLEXAbout Michael P. Hartung
President, Chief Commercial Officer at Flex since July 26, 2024; previously President, Agility Solutions (April 2020–July 2024), Senior Vice President, Lifestyle (since July 2013), and Vice President, Capital Equipment (Oct 2007–July 2013). Prior to Flex, he held roles at Solectron culminating as VP of the Computing & Storage business; education includes a bachelor’s in economics from UCLA and executive programs at Stanford . Flex’s performance context: one-year TSR 15.6% and three-year TSR 145.2%; record adjusted operating margins, adjusted EPS $2.65, and over $1B free cash flow in FY2025 .
Company performance context (USD)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($ Millions) | 28,502* | 26,415* | 25,813* |
| EBITDA ($ Millions) | 1,545* | 1,551* | 1,784* |
| Notes | |||
| * Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flex | President, Chief Commercial Officer | Jul 26, 2024–present | Leads both Agility and Reliability segments; drives EMS + Products + Services adoption . |
| Flex | President, Agility Solutions | Apr 2020–Jul 2024 | Oversaw CEC, Consumer Devices, Lifestyle; executed segment strategy during COVID-19 . |
| Flex | SVP, Lifestyle | Jul 2013–Apr 2020 | Built global presence; market-facing segment execution . |
| Flex | VP, Capital Equipment | Oct 2007–Jul 2013 | Sales/marketing/account leadership in capital equipment . |
| Solectron | VP, Computing & Storage BU | Pre-2007 | Led sales, marketing, account management . |
External Roles
Not disclosed.
Fixed Compensation
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 731,250 | 735,000 | 735,000 |
| Target Bonus (% of Salary) | — | 100% (pre-promotion baseline) | 110% (effective Aug 1, 2024) |
| Non-Equity Incentive Paid ($) | 1,152,627 | 548,237 | 1,099,657 |
Performance Compensation
Annual Incentive Plan Design (Hartung)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Corporate Adjusted OP | 40% | Not disclosed | Not disclosed | Included in final payout | OP also funds plan; corporate pool reduced via negative discretion . |
| Corporate Adjusted FCF | 35% | Not disclosed | Not disclosed | Included in final payout | Sustainability and individual modifiers +/-10 pts each . |
| Corporate Revenue | 25% | Not disclosed | Not disclosed | Included in final payout | |
| Segment OP (Agility & Reliability) | Even split of remaining 40%; each segment OP weighted 60% | Not disclosed | Not disclosed | Included | Segment measures confidential . |
| Segment Revenue (Agility & Reliability) | Even split of remaining 40%; each segment revenue weighted 40% | Not disclosed | Not disclosed | Included | |
| Individual Performance Modifier | +5 percentage points | — | — | +5 pts | Hartung received +5 pts . |
| Sustainability Modifier | Applied | — | — | Applied | Group scorecard across five metrics . |
| Final FY2025 Payout | — | — | — | 140% of target | Hartung FY2025 outcome . |
Long-Term Incentives (grants and vesting)
| Award Type | Grant Date | Target Shares | Grant Date Fair Value ($) | Payout/Status | Vesting |
|---|---|---|---|---|---|
| rTSR PSUs (annual) | 6/12/2024 | 14,075 | — | Cycle ending FY2025 paid 162% (June 2024 vest) | 3-year; measured over 12/24/36 months; vests after full period . |
| Adjusted EPS PSUs (annual) | 6/12/2024 | 14,075 | — | FY2025 cycle paid 200% | 3-year; yearly EPS averaged over 3 years; cliff vest at 3 years . |
| RSUs (annual) | 6/12/2024 | 28,151 | 899,987 | Outstanding | 1/3 annually over 3 years . |
| RSUs (promotion grant) | 8/15/2024 | 15,797 | 499,975 | Outstanding | 1/3 annually over 3 years . |
| Supplemental EPS PSUs | 9/25/2024 | 72,578 | 2,299,997 | Performance period FY2025–FY2027 | Earn based on EPS CAGR; earned shares vest 50% on Mar 31, 2028 and 50% on Mar 31, 2029 (service condition) . |
| Supplemental RSUs | 9/25/2024 | 72,578 | 2,299,997 | Outstanding | Single vest on Sep 25, 2027 (6)(7). |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 148,766 shares; includes 47,001 RSUs vesting within 60 days of June 1, 2025; <1% of outstanding . |
| Upcoming Vesting Cadence | RSUs: 23,043 (Jun 1, 2025), 29,149 (two annual tranches starting Jun 14, 2025), 28,151 (three annual tranches starting Jun 12, 2025), 15,797 (three annual tranches starting Aug 15, 2025), 72,578 (Sep 25, 2027); PSUs vest per plan schedules (7). |
| Options | None disclosed in NEO grants; equity mix is RSUs/PSUs . |
| Hedging/Pledging | Prohibited for executives and directors; no pledging allowed . |
| Ownership Guidelines | NEOs (other than CEO/CFO) required to hold 2.5x salary; compliance monitored and in compliance . |
Employment Terms
| Provision | Hartung Terms |
|---|---|
| Employment Agreement | None; covered by Executive Severance Plan . |
| Severance (no change of control) | Base salary continuation during transition period; pro-rated annual bonus based on actual performance; continued vesting during transition; post-transition acceleration of RSUs and deferred comp that would vest in the following year (subject to additional release and covenants) . |
| Severance (double trigger CIC, within 24 months) | Lump-sum 2x base salary + target bonus; accelerated vesting of service-based equity and deferred comp; PSUs: completed periods at actual, unfinished periods at target; benefits continuation for 2 years; no excise tax gross-ups . |
| Equity plan CIC treatment | If awards assumed, RSUs vest in full upon involuntary termination post-CIC; PSUs vest at target for unfinished periods and at actual for completed periods . |
| Restrictive Covenants | Transition Agreement includes non-compete, non-solicit, non-disclosure, non-disparagement, cooperation provisions . |
| Clawback | Dodd-Frank/Nasdaq-compliant recoupment policy for erroneously awarded incentive compensation over prior 3 fiscal years; committee may cancel outstanding equity awards in certain circumstances . |
Compensation Structure Highlights (alignment signals)
- Bonus target increased to 110% upon promotion; segment bonus weighting increased to emphasize OP growth (60% OP / 40% revenue at segment level) .
- Strong pay-for-performance linkage: FY2025 bonus funding reduced via negative discretion due to revenue underperformance despite OP/FCF overperformance .
- LTI mix balanced: 50% RSUs, 25% rTSR PSUs, 25% EPS PSUs annually; supplemental five-year performance/service design enhances retention through 2029 .
- Say-on-Pay support: 97.4% approval at 2024 AGM, signaling shareholder endorsement of program .
Investment Implications
- Alignment: Prohibitions on hedging/pledging and ownership guidelines support skin-in-the-game; PSUs tied to rTSR and EPS bolster pay-for-performance .
- Retention: Supplemental equity awards with performance through FY2027 and service vesting into 2028–2029 create strong golden handcuffs for Hartung, reducing near-term departure risk .
- Execution signals: FY2025 individual modifier and 140% bonus payout reflect contribution to 50% y/y data center growth ($4.8B) and margin expansion, though revenue fell ~2% y/y; balanced discretion indicates disciplined compensation governance .
- Trading/flow considerations: Multiple annual and promotion RSU tranches begin vesting in mid-2025 and 2026; while actual selling is unknown, vesting dates can increase potential supply around those windows (7).
References
- Role history and promotion:
- FY2025 program outcomes and metrics:
- LTI design and grants:
- Ownership, guidelines, and policy:
- Severance/CIC terms:
- Company strategic/performance context: