Revathi Advaithi
FLEXAbout Revathi Advaithi
Revathi Advaithi, age 57, has served as FLEX’s Chief Executive Officer and a director since February 11, 2019, bringing deep leadership experience in engineering, operations, logistics, and global supply chain management, and cybersecurity oversight experience from other public company board service . Under her tenure, FLEX delivered one- and three-year TSR of 15.6% and 145.2%, respectively, record adjusted operating margin of 5.7%, adjusted EPS of $2.65, and over $1B in free cash flow, while revenue declined 2% due to macro headwinds; rTSR PSUs for the cycle ending FY2025 paid at 162% and Adjusted EPS PSUs at 200% on 14.7% average core EPS growth, evidencing strong pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eaton Corporation plc | President & COO, Electrical Sector | 2015–2019 | Led electrical operations and strategy; deep ops and supply chain leadership |
| Eaton Corporation plc | President, Electrical Sector, Americas | 2012–2015 | Drove regional execution and margin improvement |
| Eaton Corporation plc | Various roles incl. VP/GM Electrical Components | 2008–2012 | Product and P&L leadership in components |
| Honeywell | Senior sourcing & supply chain roles incl. VP/GM Field Solutions | 2002–2008 | Global sourcing/supply chain expertise; operational execution |
| Eaton Corporation plc | Electrical Sector leadership in Americas & APAC | 1995–2002 | International leadership including Shanghai assignment |
External Roles
| Organization | Role | Years | Committee/Notes |
|---|---|---|---|
| Uber Technologies, Inc. | Director | Since 2020 | External public company board; cybersecurity oversight experience cited |
Fixed Compensation
Multi-year CEO compensation components:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 1,325,000 | 1,325,000 | 1,326,183 |
| Share Awards ($) | 11,020,718 | 11,382,142 | 11,353,074 |
| Non-Equity Incentive ($) | 2,815,671 | 1,858,313 | 3,156,726 |
| Change in Pension/Deferred Earnings ($) | 26,607 | 73,545 | 80,649 |
| All Other Compensation ($) | 409,914 | 479,251 | 505,504 |
| Total ($) | 15,597,911 | 15,118,250 | 16,422,136 |
FY2025 target/actual cash incentive specifics:
| Item | FY 2025 |
|---|---|
| Base Salary ($) | 1,325,000 |
| Target Bonus (% of Salary) | 165% |
| Target Bonus ($) | 2,186,250 |
| Actual Bonus ($) | 3,156,726 (144% of target) |
All Other Compensation detail (FY2025):
| Component | Amount ($) |
|---|---|
| Company match (401k/deferred) | 381,488 |
| Medical/Disability | 6,841 |
| Personal aircraft usage | 117,176 |
| Total | 505,504 |
Performance Compensation
Annual bonus design and FY2025 outcome:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted Operating Profit (OP) | 40% | Not disclosed | Above plan; corporate funding reduced from 147% to 131% | CEO bonus paid at 144% of target | Cash (n/a) |
| Adjusted Free Cash Flow (FCF) | 35% | Not disclosed | Overperformance supported share repurchases | Included in above payout | Cash (n/a) |
| Revenue | 25% | Not disclosed | Underperformed plan/guidance | Included in above payout | Cash (n/a) |
| Sustainability modifier | ±10 pts | Not disclosed | Not disclosed | Plan-level potential modifier | Cash (n/a) |
| Individual performance modifier | ±10 pts | Not disclosed | Not disclosed | Plan-level potential modifier | Cash (n/a) |
Long-term incentives (LTI) structure and FY2025 PSU results:
| LTI Element | Weighting | Grant Date | Target Shares | Performance | Payout | Vesting |
|---|---|---|---|---|---|---|
| rTSR PSUs | ~25% of LTI | 6/12/2024 | 82,108 target | Avg related TSR growth 54% (absolute TSR 132%) | 162% earned | Delivered at end of 36-month period |
| Adjusted EPS PSUs | ~25% of LTI | 6/12/2024 | 82,108 target | Avg adjusted core EPS growth 14.7% (ex-Nextracker) | 200% (max) earned | Delivered at end of 36-month period |
| RSUs (service-based) | ~50% of LTI | 6/12/2024 | 164,216 RSUs | n/a | n/a | Equal annual installments over 3 years |
Shares vested in FY2025 (supply/delivery):
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Revathi Advaithi | 936,232 | 29,005,791 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 1,125,324 shares; includes 267,776 RSUs vesting within 60 days of June 1, 2025 |
| Ownership as % of outstanding | Less than 1% |
| Ownership guidelines | CEO 6x salary; unvested service RSUs count; company reports NEOs in compliance |
| Hedging/pledging | Prohibited by Insider Trading Policy (no short sales, options, or pledging) |
Outstanding CEO equity and vesting schedule (as of 3/31/2025; $33.08/share):
| Award Type | Unvested Units (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| RSUs (grant tranches) | 128,017 | 4,234,802 | 6/1/2025 |
| RSUs (grant tranches) | 170,042 | 5,624,989 | 85,021 per year; first vest 6/14/2025 |
| RSUs (grant tranches) | 164,216 | 5,432,265 | 54,738 per year; first vest 6/12/2025 |
| rTSR PSUs (unearned) | 384,050 | 12,704,374 | Vests per cycle assumptions; see plan |
| Adjusted EPS PSUs (unearned) | 127,531 | 4,218,725 | Vests per cycle assumptions; see plan |
| Adjusted EPS PSUs (unearned) | 82,108 | 2,716,133 | Vests per cycle assumptions; see plan |
Equity plan and dilution context:
- 2017 Equity Incentive Plan: 11,731,235 shares issuable upon vesting of outstanding RSU/PSU awards at target; 18,386,726 shares remaining available for future issuance; an additional 2,563,603 shares would be issued at maximum PSU performance .
Employment Terms
| Term | Advaithi Details |
|---|---|
| Employment start | CEO and director since 2/11/2019 |
| Employment agreement | Company does not enter into NEO employment agreements |
| Severance (CoC with termination) | Total modeled $69,593,312; includes base salary continuation $3,961,750, benefits $97,919, bonus payments $6,536,888, vesting of deferred comp $1,419,527, RSUs $15,292,057, PSUs $42,285,172 |
| Severance (involuntary without cause/voluntary for good reason) | Total modeled $57,451,537; components as disclosed |
| CoC vesting terms | Double-trigger equity plan; unvested awards vest if not assumed, or upon termination post-assumption |
| Clawback (recoupment) | Amended/Restated Executive Incentive Compensation Recoupment Policy (Dodd-Frank/Nasdaq compliant), three-year lookback for erroneous incentive compensation; may cancel outstanding equity awards following a financial restatement |
| Hedging/pledging policy | Prohibits short sales, derivatives, pledging/margin accounts |
Board Governance
- Board service: Director since 2019; management director (not independent) .
- Committee roles: None at FLEX; all standing committees composed entirely of independent directors .
- Board leadership: Independent Chair since Aug 8, 2024 (William D. Watkins); CEO and Chair roles separated .
- Meeting attendance: FY2025 Board held 8 meetings; committees held 28; average director attendance 97% (all >75%) .
- Director compensation: Management directors are not paid additional fees for Board service .
Performance & Track Record
- Financial execution: Record adjusted operating margin 5.7%; adjusted EPS $2.65; adjusted OP growth 15.2% YoY; cash position $2.3B; $1.257B returned via buybacks; first year with >$1B FCF .
- Strategic initiatives: EMS + Products + Services strategy, with Data Center business up ~50% YoY to ~$4.8B (Cloud ~$3.5B, Power ~$1.3B), and accretive margins; acquisitions (JetCool, Crown Technical Systems) expanding power/cooling offerings aligned to AI data centers .
- Index milestone: Added to S&P Midcap 400 in FY2025 .
- Incentive outcomes: rTSR PSU 162% and Adjusted EPS PSU 200% for cycle ending FY2025 .
Compensation Committee Analysis and Peer Benchmarking
- Committee composition: Independent directors; Chair Erin L. McSweeney; meetings and oversight scope documented .
- Independent consultant: FW Cook retained; no conflicts; advises on peers, design, severance market data, share utilization, ownership .
- Peer group: Arrow Electronics, Avnet, Corning, Cummins, HPE, Jabil, Parker Hannifin, PACCAR, Sanmina, Seagate, TD SYNNEX, Textron, Western Digital, Xerox; revenue/market-cap aligned selection criteria .
- Say-on-Pay: 97.4% approval at 2024 AGM .
Equity Ownership & Director Compensation (Board Service)
- Non-employee director compensation and share ownership guidelines summarized; management director (Advaithi) receives no director compensation beyond executive pay .
- Non-employee director share ownership guideline: 5x $90,000 cash retainer (i.e., $450,000) within five years; all non-employee directors met guideline .
Risk Indicators & Red Flags
- Anti-hedging/pledging and clawback policies in place (alignment positive) .
- No NEO employment agreements; double-trigger CoC vesting (market standard) .
- CFO transition: Former CFO resigned 7/31/2024; new CFO appointed 1/6/2025 (continuity and succession oversight noted) .
Compensation Structure Analysis
- At-risk pay emphasis: ~90% of CEO target total direct compensation is at-risk; long-term incentives comprise ~74% of CEO target compensation with 50% PSUs (rTSR and adjusted EPS) and 50% RSUs .
- Annual bonus design stability: FY2025 corporate metric weights unchanged vs FY2024; committee applied negative discretion to moderate payout due to revenue underperformance .
- Change-of-control plan refinement: FY2025 amendments to provide differentiated benefits (market-aligned) .
Equity Vesting and Potential Insider Selling Pressure
- Large scheduled vesting tranches (e.g., 128,017 RSUs vesting 6/1/2025; ongoing annual RSU vesting; significant unearned PSU value) can create mechanical supply via tax-withholding and net share settlement around vest dates; value realized in FY2025 from RSU/PSU vesting was $29.0M for Advaithi .
Investment Implications
- Alignment: Strong linkage of pay to performance with meaningful PSU payouts and robust anti-hedging/pledging and clawback policies; CEO ownership guidelines met (company reports NEO compliance) .
- Retention and execution: Significant unvested RSUs/PSUs and deferred comp vesting, plus double-trigger protections, support retention; continued delivery on margin/FCF and data center growth underpin credibility of incentives .
- Trading signals: Monitor vesting calendars and any Form 4 activity around key dates (e.g., early June and mid-June tranches), as net share settlements can create short-term supply; FY2025 vesting cash value highlights potential settlement-related flows .
- Governance quality: Separation of Chair/CEO roles and high say-on-pay support reduce dual-role concerns; management director status with independent committees mitigates independence issues .