Caroline Dowling
FabrinetAbout Caroline Dowling
Caroline Dowling, age 58, was appointed to Fabrinet’s Board in October 2025 as a Class I director and is independent; her initial term runs to the next annual meeting, with nomination for a three‑year term expiring in 2028 if elected . She spent 20+ years at Flex, most recently as Business Group President (2012–Feb 2019), leading Telecommunications, Enterprise Compute, Networking, Cloud Data Centre, and Global Services/supply chain operations; she completed the Harvard Advanced Management Program and holds a Diploma in ESG from the Corporate Governance Institute . She was recommended by an independent search firm for Board consideration, underscoring an independent nomination process . Her skills matrix highlights executive leadership, industry and operational manufacturing depth, finance, global leadership, and strategy experience relevant to FN’s business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flex Ltd. | Business Group President | 2012 – Feb 2019 | Led Telecom, Enterprise Compute, Networking, Cloud Data Centre; responsible for Global Services Division supporting complex supply chains |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| CRH plc (NYSE: CRH) | Non‑Executive Director | Current | Audit; Safety, Environment & Social Responsibility |
| DCC plc (LSE: DCC) | Non‑Executive Director | Current | Audit; Remuneration |
| IMI plc (LSE: IMI) | Non‑Executive Director (prior) | Nov 2019 – May 2025 | Remuneration (Chair); Nomination |
Board Governance
- Independence: Independent director; no family relationships among directors/executives disclosed .
- Committee assignments at appointment: None (not appointed to any Board committees as of Oct 13, 2025) .
- Classification/term: Class I nominee for election at the Dec 11, 2025 annual meeting; if elected, term to expire in 2028 .
- Board leadership and structure: CEO serves as Chairman; Lead Independent Director is Dr. Frank H. Levinson .
- Board activity/engagement (FY2025): 6 Board, 4 Audit, 5 Compensation, 5 Nominating meetings; average incumbent director attendance 99%; 5 executive sessions of independent directors (note: Ms. Dowling joined in FY2026, so FY2025 attendance stats pertain to incumbents) .
Fixed Compensation
| Pay Element | Amount/Terms |
|---|---|
| Annual Board retainer (cash) | $85,000 |
| Additional retainers | Board Chair (if non‑employee): $200,000; Lead Independent Director: $45,000 |
| Committee member retainers (cash) | Audit: $14,000 (Chair $33,000); Compensation: $10,000 (Chair $24,000); Nominating & Corporate Governance: $7,000 (Chair $16,000) |
| Equity – Initial Grant | Upon joining, prorated RSU grant sized at $220,000 divided by grant‑date closing price, multiplied by proration factor; rounds up to nearest share |
| Equity – Annual Grant | RSUs each annual meeting sized at $220,000 divided by grant‑date closing price; rounds up to nearest share |
| Vesting | RSUs vest in full on January 1 following the next annual meeting, subject to continued service |
| Program status | Compensation Committee retained Compensia; no changes for fiscal 2026 |
| Applicability to Ms. Dowling | Will be compensated per the standard non‑employee director policy (initial prorated RSU and cash/equity program) |
Note: Ms. Dowling was appointed in fiscal 2026; she is not included in the fiscal 2025 director compensation table .
Performance Compensation
| Feature | Details |
|---|---|
| Performance metrics tied to director compensation | None disclosed; non‑employee director equity awards are RSUs with time‑based vesting (no performance conditions) |
| Clawback and prohibited transactions (governance context) | Company maintains a clawback policy; prohibits short sales, hedging, or pledging of ordinary shares; no derivatives trading; applies to directors under policies |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | CRH plc; DCC plc |
| Prior public boards | IMI plc (Nov 2019 – May 2025) |
| Interlocks with FN executives/comp committee | None disclosed . |
| Related-party exposures via other boards | None disclosed in FN’s related party transactions section . |
Expertise & Qualifications
- Global manufacturing operations, supply chain, and services leadership (Flex senior roles across telecom/networking/cloud and global services) .
- Board skills matrix: executive leadership, industry, operational manufacturing, finance, global leadership, strategy; info security not highlighted .
- Education: Harvard Advanced Management Program; Diploma in Environmental, Social & Governance (Corporate Governance Institute) .
Equity Ownership
| As of Date | Beneficial Ownership (Shares) | % Outstanding | Source/Notes |
|---|---|---|---|
| Sep 30, 2025 | 0 | 0.00% | Listed as “—” in FN security ownership table; Form 3 filed Oct 16, 2025 states “No securities are beneficially owned.” Percent based on 35,826,315 shares outstanding as of Oct 16, 2025 record date |
| Vested vs unvested | Not applicable at appointment; initial RSUs expected per policy | ||
| Pledged shares | None disclosed; company prohibits hedging/pledging | ||
| Ownership guidelines | Non‑employee directors expected to own ≥4x annual Board retainer within 5 years of appointment; as of Sep 30, 2025, directors either met threshold or were within time to attain (Ms. Dowling is within the 5‑year window) |
Insider filings
| Form | Filing/Effective Date | Key Disclosure |
|---|---|---|
| Form 3 | Oct 16, 2025 (event date Oct 13, 2025) | No securities beneficially owned at time of appointment |
Governance Assessment
- Strengths: Independent appointment via external search; deep EMS/manufacturing and supply chain expertise aligned with FN’s operating model; multi‑industry board exposure (CRH/DCC) may enhance risk oversight and operational benchmarking .
- Board effectiveness signals: High incumbent attendance (99%) and regular executive sessions indicate strong board process; Audit Committee oversees related‑party transactions and cyber risk; robust share ownership and prohibited‑transactions policies support alignment and risk control .
- Compensation alignment: Director pay mix balances cash retainer with substantial equity via RSUs ($220k target grant), with straightforward time‑based vesting that promotes long‑term holding; no discretionary or performance‑metric gaming risk at the director level .
- Equity alignment timing: As a new appointee with no prior holdings, near‑term alignment will increase upon initial RSU grant and over the 5‑year ownership guideline period .
- Conflicts/related parties: No related‑party transactions or interlocks involving Ms. Dowling disclosed; policies require Audit Committee pre‑approval of any such transactions .
RED FLAGS: None disclosed specific to Ms. Dowling. Monitor for future overboarding concerns (she currently serves on two other public boards) and track committee assignments/attendance in the next proxy to assess engagement depth .