William D. Watkins
FLEXAbout William D. Watkins
William D. Watkins (age 72) is Flex’s Independent Chair of the Board, appointed August 8, 2024, and a director since 2009. He brings extensive operating experience as former CEO/COO in global technology manufacturing, with deep sector expertise across electronics and semiconductors. He is independent under Nasdaq rules and currently serves as Chair of Flex’s Nominating, Governance and Public Responsibility (NG&PR) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seagate Technology | Chief Executive Officer; President & Chief Operating Officer | CEO: 2004–2009; COO: 2000–2004 | Led HDD operations, R&D, and product development for global data storage leader . |
| Bridgelux, Inc. | Chief Executive Officer; Chairman of the Board | CEO: 2010–Feb 2013; Chair: Feb–Dec 2013 | LED developer; executive leadership in tech product businesses . |
| Imergy Power Systems, Inc. | Chief Executive Officer; Chairman of the Board | CEO: 2013–2016; Chair: 2015–2016 | Energy storage; operational leadership in power technologies . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nextracker Inc. | Director | Since 2023 | Current public company directorship . |
| Avaya Holdings Corp. | Director | 2017–2023 | Prior public company board . |
| Maxim Integrated Products, Inc. | Director | 2008–2021 | Prior public company board . |
Board Governance
| Topic | Details |
|---|---|
| Board leadership | CEO and Chair roles are separated; Watkins serves as independent Chair overseeing CEO succession, board evaluations, executive sessions, and liaison with CEO on sensitive issues . |
| Committee assignments | Chair, Nominating, Governance and Public Responsibility (NG&PR) Committee; NG&PR held 8 meetings in FY25 with 97% attendance; all members independent . |
| Board/committee activity | Board held 8 meetings in FY25; Audit, Compensation & NG&PR Committees collectively held 28; average director attendance 97%, with every director over 75% . |
| Independence | Watkins is independent; Board evaluated potential relationships and concluded they did not impair independence . |
| Governance practices | Prohibit short sales, hedging, and pledging of company securities by directors; robust share ownership guidelines; annual evaluations and executive sessions . |
Fixed Compensation
| Component | Structure/Amounts | FY2025 Watkins Actuals |
|---|---|---|
| Annual cash retainer | $90,000 per non-employee director; pro-rated if service less than full quarter . | $140,038 fees earned/paid in cash . |
| Committee membership (Audit, Comp) | $15,000 per member; $40,000 per chair . | N/A (Watkins chaired NG&PR, not Audit/Comp in FY25) . |
| NG&PR committee | $8,000 per member (including chair); +$15,000 for NG&PR chair . | Included in total cash; pro-rating applies . |
| Board Chair cash | $50,000 in addition to above retainers . | Included in total cash; pro-rating applies . |
| Annual director RSU | $200,000 grant value; 6,889 shares in FY2025; vests in full day before next AGM . | $200,000 share awards (part of total) . |
| Additional RSU for Board Chair | $100,000 grant value; 3,444 shares in FY2025; vests day before next AGM . | Included; Watkins total share awards $300,000 . |
| FY2026 change | Annual director RSU increased to $235,000 grant value . | Applies prospectively . |
Performance Compensation
| Element | Metrics | Notes |
|---|---|---|
| Director equity | None (time-vested RSUs only) | Non-employee directors receive discretionary RSUs that are time-based; no options; no performance-based equity disclosed for directors . |
Other Directorships & Interlocks
| Company | Relationship to Flex | Board/Interlock Considerations |
|---|---|---|
| Nextracker Inc. | Flex purchased/sold goods/services on an arms’-length basis during FY2025 with companies where certain Flex directors serve, including Nextracker; Board determined independence maintained . |
- Overboarding policy: Flex limits service to no more than three other public company boards (with exceptions requiring Board approval); Board monitors director commitments .
- Shareholder communications: [email protected] channel for engagement; routed to Chair or relevant directors as appropriate .
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Technology manufacturing operations | CEO/COO roles at Seagate; leadership in encryption, enterprise, desktop/mobile computing, electronics . |
| Semiconductor/electronics domain | Deep understanding from Seagate leadership; prior roles across tech product businesses . |
| Governance leadership | Independent Chair role; NG&PR Committee Chair overseeing board composition, governance policies, and shareholder communications . |
| Cyber/digital | Experience across technology industries and oversight contexts cited in biography . |
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 111,022 shares (held indirectly by a family trust where Watkins is trustee); <1% of outstanding . |
| Unvested RSUs (FY-end) | 10,333 shares underlying outstanding RSUs . |
| Options | None; non-employee directors do not hold share options . |
| Ownership guideline | Required minimum is 5x annual cash retainer ($450,000); all non-employee directors have met guideline . |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy; no pledging permitted . |
Governance Assessment
- Board effectiveness: Independent Chair structure with Watkins enhances independent oversight; he leads CEO succession, evaluations, and executive sessions, strengthening accountability and risk oversight .
- Independence and conflicts: Concurrent Nextracker directorship noted with arms’-length transactions; Board reviewed and concluded independence maintained; related-party procedures formalized under NG&PR oversight; no Watkins-related transactions disclosed beyond general arms’-length dealings .
- Attendance and engagement: FY25 board/committee cadence with high attendance (97% average; all directors >75%) indicates active oversight; NG&PR met eight times with strong participation .
- Director pay alignment: Mix emphasizes equity (time-vested RSUs) and share ownership; additional RSU for Chair recognizes workload; guidelines met; FY2026 RSU increase ($235k) raises equity grant value—monitor for pay inflation vs. peer benchmarks (FW Cook review used) .
- Investor confidence signals: Company’s 2024 say‑on‑pay approval was 97.4%, reflecting shareholder support for governance and pay programs overseen by the board and its committees .
- Red flags: None acute disclosed for Watkins; note potential interlock exposure with Nextracker and other counterparties, mitigated by independence review and related-person policy; hedging/pledging prohibitions reduce alignment risk .
Overall, Watkins’ long-tenured, hands-on operating background and independent board leadership support governance quality, with committee responsibilities centered on board composition, governance policy, and shareholder engagement. Potential interlocks merit ongoing monitoring but are addressed through formal independence determinations and policies .