Patrick J. Ward
FLEXAbout Patrick J. Ward
Patrick J. Ward (age 62) is an independent director of Flex Ltd., serving since 2022. He is the retired Vice President and Chief Financial Officer of Cummins Inc. (2008–2019) and brings deep financial, risk management, and strategy expertise. The Board has determined Ward qualifies as an Audit Committee financial expert. He currently serves on Flex’s Audit Committee and, effective April 1, 2025, joined the Compensation and People Committee. Ward is also a director at Corteva, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins Inc. | Vice President and Chief Financial Officer | 2008–2019 | Oversaw global financial reporting, capital markets, investor relations; extensive risk and strategy experience . |
| Cummins Inc. | Engine business controller; executive director/power generation business controller | Various roles since joining in 1987 | Financial leadership across segments; global financial operations . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corteva, Inc. | Director | Since 2019 | Public company board experience; audit oversight exposure via audit committees at other boards . |
| E.I. du Pont de Nemours and Company / DowDuPont Inc. | Director (prior to Corteva) | Pre‑merger; remained through merger | Continued service through DowDuPont merger prior to Corteva formation . |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee financial expert designation; Compensation and People Committee member (effective Apr 1, 2025) .
- Board independence: Ward is independent; Flex reports 7 of 9 directors independent and all three committees fully independent .
- Attendance: FY2025 Board held 8 meetings; average director attendance 97%; Audit (14 meetings, 98% attendance), Compensation (6 meetings, 100%), NG&PR (8 meetings, 97%). Non‑employee directors meet in executive session at each regular Board meeting .
- Board leadership: Independent Chair (William D. Watkins) separated from CEO; robust governance practices including annual evaluations and limits on outside boards .
Fixed Compensation
| Item | FY2025 Detail |
|---|---|
| Annual cash retainer | $90,000 (paid quarterly; standard for all non‑employee directors) . |
| Committee membership fees | $15,000 per year for Audit and Compensation members (including chairs); $8,000 for NG&PR members; $40,000 for Audit/Comp chairs; $15,000 for NG&PR chair; $50,000 additional for Chair of Board . |
| Ward FY2025 fees earned | $105,000 total cash (consistent with base retainer + committee membership during FY2025) . |
| Annual equity grant | RSUs with grant date fair value $200,000; vests in full the day immediately prior to next AGM; each non‑employee director received 6,889 shares in FY2025 . |
| FY2026 change | Annual director RSU fair value increased to $235,000 (Board‑approved) . |
| Director share election program | Non‑employee directors may elect to receive cash compensation in vested unrestricted shares at the payment date closing price (Ward did not elect in FY2025) . |
Performance Compensation
- Options: None granted to non‑employee directors in FY2025; non‑employee directors do not hold share options .
- Change-of-control treatment: Outstanding director RSUs subject to change‑of‑control treatment as described in “Potential Payments Upon Termination or Change of Control” (see proxy sections referenced) .
- Clawbacks/hedging/pledging: Flex maintains an executive incentive compensation recoupment (clawback) policy and prohibits short sales, hedging, and pledging of Flex securities by executive officers and directors .
Other Directorships & Interlocks
| Company | Relationship to Flex | Notable Notes |
|---|---|---|
| Corteva, Inc. | Ward is director | No related‑person transactions >$120,000 disclosed for FY2025; related‑party transactions reviewed under formal policy . |
Expertise & Qualifications
- Finance and audit: Former public company CFO; extensive financial reporting, public accounting, capital markets and investor relations expertise; designated Audit Committee financial expert at Flex .
- Risk and compliance: Broad risk management background; audit committee experience with cybersecurity oversight at other public boards .
- Strategy: Global finance leadership across industrial and power sectors; strategic planning and execution experience .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares | 26,379 (held indirectly by revocable trusts where Ward is trustee) . |
| Ownership % of outstanding | <1% (per proxy notation) . |
| Unvested RSUs outstanding (FY2025 year‑end) | 6,889 ordinary shares subject to RSUs . |
| Compliance with director ownership guidelines | All non‑employee directors meet guideline of 5× annual cash retainer ($450,000) within five years . |
| Hedging/pledging | Prohibited for directors under Flex policy . |
Governance Assessment
-
Strengths
- Independent director with deep CFO experience and Audit Committee financial expert designation; dual committee service (Audit; Compensation added in 2025) enhances Board effectiveness .
- Attendance and engagement indicators strong at Board/committee levels; regular executive sessions support independent oversight .
- Ownership alignment via RSU grants and stringent share ownership guidelines; all non‑employee directors meet requirements .
- Robust governance: independent Chair, limits on outside boards, clawback policy, prohibition on hedging/pledging .
- No FY2025 related‑party transactions >$120,000 involving directors; formal policy governs review/approval of related‑person transactions .
-
Watch items
- Non‑employee director equity grant increased to $235,000 in FY2026; continue monitoring pay mix and alignment with workload/market norms .
- No explicit per‑director attendance disclosed; rely on aggregate Board/committee rates .
-
Red flags
- None disclosed for Ward in FY2025: no pledging, no related‑party transactions, and independence affirmed .
Additional signals: Flex’s 2024 say‑on‑pay approval was 97.4%, indicating broad shareholder support for compensation governance; the Compensation and People Committee uses an independent consultant (FW Cook) and maintains best‑practice features (no option repricing, strong ownership guidelines, clawbacks) .