Scott Offer
FLEXAbout Scott Offer
Scott Offer, age 60, is Executive Vice President and General Counsel at Flex, a role he has held since September 2016; he holds a law degree from the London School of Economics and is qualified in the UK and U.S. . Under his tenure, Flex’s recent performance includes 1-year TSR of 15.6% and 3-year TSR of 145.2%; FY2025 adjusted EPS of $2.65; record adjusted operating margin of 5.7% amid a 2% revenue decline; and over $1.0B in adjusted free cash flow, supported by data center revenue growth of ~50% to ~$4.8B . In FY2025, management credited execution and portfolio mix (including cloud and power products) for margin expansion and cash generation, which are core inputs to Offer’s incentive design (OP, FCF, revenue; EPS/TSR PSUs) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flex | EVP, General Counsel | Sep 2016–present | Leads global legal/commercial processes; supported Board leadership succession; enhanced commercial legal processes (FY25 individual modifier narrative) . |
| Lenovo | SVP & General Counsel; Chief Counsel, Mobile Business Group | SVP/GC Jan–Aug 2016; Chief Counsel since Oct 2014 | Senior legal leadership across Lenovo and its mobile business . |
| Motorola Mobility (Google company; prior to that as standalone) | SVP & General Counsel | 2010–2014+ (as described) | General counsel through strategic corporate transitions (Motorola Mobility under Google, then prior entity) . |
| Boodle Hatfield (law firm) | Attorney | Prior to 2010 | Private practice foundation before in-house GC roles . |
External Roles
- None disclosed beyond prior company roles and legal qualifications .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 659,000 | 663,000 | 663,000 |
| Target Bonus (% of Salary) | — | — | 100% |
| Actual Bonus ($) | 853,878 | 563,550 | 957,306 |
| Actual Bonus as % of Target | — | — | 144% |
| All Other Compensation ($) | 207,288 | 239,141 | 202,292 |
Notes:
- FY2025 corporate bonus mechanics included Adjusted OP (funding metric) and modifiers; NEO payouts ranged 132%–144% of target; Offer’s was 144% .
Performance Compensation
Short-Term Incentive (Annual Bonus) – FY2025 Design and Outcome
| Component | Weight/Mechanic | Target/Actual/Payout | Vesting/Timing |
|---|---|---|---|
| Adjusted Operating Profit (Corporate) | 40% weight; also funds enterprise pool | OP funding factor 118% (formulaic); Committee reduced corporate funding from 147% to 131% due to revenue underperformance | Paid after FY close . |
| Adjusted Free Cash Flow (Corporate) | 35% weight | Factor included in corporate score; details within aggregate payout | Annual payout . |
| Revenue (Corporate) | 25% weight | Revenue underperformed relative to plan/guidance (driver of negative discretion) | Annual payout . |
| Sustainability Modifier | +/-10 percentage points | +8 pp for FY2025 | Annual payout . |
| Individual Modifier (Offer) | +/-10 percentage points | +5 pp (enhanced legal processes; supported Board transition) | Annual payout . |
| Final Bonus Payout (Offer) | — | 144% of target ($957,306) | — |
Design references: Corporate metric weights unchanged from FY2024; segment specifics not applicable to Offer; plan cap 200% .
Long-Term Incentive (LTI) Mix and FY2025 Grants
- Mix: 50% RSUs; 25% rTSR PSUs; 25% Adjusted EPS growth PSUs (face value basis) .
- Offer’s FY2025 (granted 6/12/2024):
- rTSR PSUs (target shares): 14,075 .
- Adjusted EPS PSUs (target shares): 14,075 .
- RSUs (shares): 28,151 .
- RSU vesting: 3 equal annual installments starting 6/12/2025 (approx. 9,383 shares/year) .
- PSU mechanics: 3-year performance; rTSR vs peer group with three 12/24/36-month sub-measurements; EPS PSUs average annual adjusted EPS growth over 3 years; payout range 0–200% .
Payouts of prior PSU cycles:
- rTSR PSUs cycle ended FY2025 (granted FY2022): paid at 162% (avg. TSR percentile ~65.59%) .
- Adjusted EPS PSUs cycle ended FY2025 (FY2023 grant): paid at 200% (avg. adjusted EPS growth 14.7%, excluding Nextracker) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 154,961 shares; includes 71,001 via family trust; includes 47,001 RSUs vesting within 60 days of June 1, 2025; <1% of SO . |
| Options | None outstanding; no option exercises in FY2025 . |
| Unvested Service RSUs (as of 3/31/2025) | 23,043 (vests 6/1/2025); 29,149 (14,575/yr vests starting 6/14/2025); 28,151 (9,383/yr vests starting 6/12/2025) . |
| Unearned PSUs (as of 3/31/2025) | rTSR PSUs: 69,130 (to vest 6/1/2025 at max assumption), 43,724 (to vest 6/14/2026 at max assumption), 28,150 (to vest 6/12/2027 at max assumption); Adjusted EPS PSUs: 21,862 (to vest May 2026 target), 14,075 (to vest May 2027 target) . |
| Ownership Guidelines | Other NEOs: 2.5× salary; compliance affirmed . |
| Hedging/Pledging | Prohibited for executives and directors . |
| Clawback | Dodd-Frank compliant recoupment policy for material restatements; may cancel outstanding equity awards; applies to current/former execs . |
Employment Terms
| Topic | Terms |
|---|---|
| Start Date | EVP & General Counsel since September 2016 . |
| Employment Agreement | Flex does not enter into NEO employment agreements . |
| Severance (Outside CoC) | Base salary continuation during transition period per Transition Agreement; pro-rated annual bonus for fiscal year; continued vesting during transition and 1-year post-transition RSU/NQDC acceleration (PSUs not accelerated); benefits continue during transition (NEOs) . |
| Change-of-Control (Double-Trigger) | 2× (base + target bonus) lump sum for NEOs; accelerated vesting of service-based equity and NQDC; PSUs vest based on actual for completed periods and target for unfinished periods; benefits continuation for 2 years (NEOs) . |
| Double-Trigger Mechanics (Equity) | If awards assumed and involuntary termination/good reason within 24 months: RSUs vest in full; PSUs: target for unfinished periods, actual for completed . |
| Non-Compete/Other Covenants | Severance contingent on Transition Agreement including non-compete, non-solicit, non-disclosure, non-disparagement, cooperation provisions . |
| Potential Payments (as of 3/31/2025) | See table below . |
Potential Payments Table (Scott Offer; 3/31/2025)
| Scenario | Total ($) | Key Components |
|---|---|---|
| Change-in-Control with Termination | 13,551,303 | Salary 1,326,000; Benefits 35,420; Bonus 1,326,000; Deferred Comp 757,645; Service RSUs 2,657,746; Performance RSUs 7,448,491 . |
| Change-in-Control, No Assumption of Awards | 10,106,238 | Accelerated vesting per plan (intrinsic values) . |
| Involuntary Termination w/o Cause or for Good Reason (outside CoC) | 8,669,432 | Salary 663,000; Benefits 17,710; Bonus 957,306; Deferred Comp 491,589; Service RSUs 2,347,324; Performance RSUs 4,192,504 . |
| Retirement | 9,276,771 | Deferred comp and continued/target PSU treatment; Offer is retirement-eligible . |
| Death/Disability | 10,234,076 | Immediate RSU vesting; PSUs prorated (actual completed/target unfinished) . |
Deferred Compensation & Perquisites (FY2025)
- Deferred Compensation Plan (NQDC):
- Executive contributions: $76,908; Company contributions: $183,983; Aggregate year-end balance: $949,377; Above-market earnings recognized: $58,502; Withdrawals: $(153,832) .
- All Other Compensation ($202,292): includes 401(k) match $13,734 and executive long-term disability $4,576 (part of categorizations disclosed) .
Performance & Track Record
- FY2025 metrics: 1-year TSR 15.6%; 3-year TSR 145.2% . Adjusted OP +15.2% YoY; adjusted operating margin 5.7%; adjusted EPS $2.65; record FCF ($1.082B) and buybacks ($1.257B) . Data center business grew ~50% to ~$4.8B (Cloud ~$3.5B; Power ~$1.3B), supporting margins .
- Individual performance highlights for Offer: Enhanced commercial legal processes, strengthened succession planning, supported Board leadership transition (contributing to +5 pp individual bonus modifier) .
Compensation Structure Analysis
- Strong pay-for-performance linkage: CEO/NEO pay mix emphasizes at-risk and LTI; Offer’s STI tied to OP/FCF/Revenue with sustainability and individual modifiers; LTI split across RSUs and PSUs (rTSR and EPS growth) . PSU payouts for recent cycles at 162% (rTSR) and 200% (EPS) reflect multi-year performance momentum .
- No employment agreement; severance market-aligned with double-trigger equity vesting and no excise tax gross-ups; clawback and anti-hedging/pledging policies in force .
- Say-on-pay support: 97.4% approval at 2024 AGM, indicating investor support for program design .
Equity Ownership & Alignment Analysis
| Aspect | Assessment |
|---|---|
| Skin in the Game | 154,961 shares beneficially owned; includes indirect family trust holdings; additional RSUs/PSUs outstanding; <1% SO (typical for NEO) . |
| Ownership Guidelines | 2.5× salary requirement for NEOs; company reports compliance (reduces misalignment risk) . |
| Hedging/Pledging | Prohibited, mitigating alignment risk; enhances exposure to shareholder outcomes . |
| Upcoming Vests | Multiple RSU tranches in June each year (2025–2027) and PSU settlements in May/June windows (potential periodic liquidity events) . |
| Options Exposure | None; reduces leverage/underwater option repricing risk . |
Related-Party Transactions and Red Flags
- Related-party transactions: none disclosed for Offer in FY2025 .
- Repricing/tax gross-ups: none; repricing without shareholder approval prohibited; no excise tax gross-ups in severance plan .
- Hedging/pledging: prohibited (policy) .
- Clawback: in place (restatement-driven; can cancel equity) .
Compensation Peer Group and Say-on-Pay
- Compensation peer group: Arrow, Avnet, Corning, Cummins, HPE, Jabil, Parker Hannifin, Sanmina, Seagate, TD SYNNEX, Textron, Western Digital, Xerox, PACCAR (FY2025) .
- Say-on-pay: 97.4% support at 2024 AGM .
Expertise & Qualifications
- Education: Law degree (LSE); qualified lawyer in UK and U.S. .
- Expertise: Global GC across Lenovo and Motorola Mobility; commercial/legal process enhancement at Flex .
- Tenure in role: Since September 2016 .
Employment Terms – Detailed Vesting and Award Mechanics (Offer)
| Award Type | Shares/Terms | Vesting/Performance |
|---|---|---|
| RSUs (6/12/2024) | 28,151 | 3 equal annual installments; first vest 6/12/2025 (approx. 9,383/yr) . |
| Prior RSUs Outstanding | 23,043 (vest 6/1/2025); 29,149 (14,575/yr starting 6/14/2025) . | |
| rTSR PSUs (FY2025 grant) | 14,075 target | 3-year; payout 0–200%; three 12/24/36-month sub-periods averaged; settle after 36 months . |
| EPS PSUs (FY2025 grant) | 14,075 target | Average of annual adjusted EPS growth over 3 years; 0–200% . |
| Prior PSU Payouts | rTSR: 162% (FY2022 grant cycle ended FY2025); EPS: 200% (FY2023 grant cycle ended FY2025) . |
Investment Implications
- Alignment: Offer’s pay mix (meaningful PSUs linked to TSR and EPS growth; RSUs with multi-year vest) and ownership policy align incentives with multi-year value creation; hedging/pledging bans and clawback fortify alignment and downside accountability .
- Retention: Significant unvested RSUs/PSUs and double-trigger CoC terms create strong retention hooks; supplemental RSUs/PSUs were granted to peers in FY2025 (not to Offer), suggesting balanced retention across the team; Offer remains subject to market-standard severance (2× under CoC) .
- Selling pressure: June and May vesting calendars (RSUs annually; PSUs at cycle end) could create periodic liquidity events; however, with no options and anti-hedging/pledging policy, overhang from derivatives is minimal .
- Performance signaling: Recent PSU payouts at/above target (162% rTSR; 200% EPS) and FY2025 corporate results (margin expansion, FCF >$1B) underpin pay outcomes and suggest management confidence in profitable mix shift; sustained achievement on OP/FCF remains central to STI and share price support .