Darlene S. Knight
FabrinetAbout Darlene S. Knight
Independent director of Fabrinet since January 2022; age 59 as of October 16, 2025; tenure 3 years. Significant operational and P&L experience in global manufacturing (automotive); BS in Industrial Administration from GMI Engineering & Management Institute and MS in Engineering Science from Rensselaer Polytechnic Institute. Classified as an independent director by the Board; served on the Audit Committee; designated as a non-continuing Class I director with term concluding at the December 11, 2025 Annual Meeting as part of Board refreshment (Board to reduce authorized directors to six) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adient plc | Vice President, Americas | May 2018 – Jan 2019 | Led regional operations for global automotive seating supplier |
| Adient plc | Vice President, China | Mar 2016 – Apr 2018 | Oversight of China business; complex manufacturing and supply chain |
| Johnson Controls, Inc. | Group VP & GM, Complete Seat Americas | Oct 2013 – Feb 2016 | Full P&L leadership in automotive seating |
| Tecumseh Products Corp. | Senior leadership roles | 2012 – 2013 | Manufacturer of refrigeration compressors and condensing units |
| Edscha GmbH | Senior leadership roles | 2006 – 2012 | Tier 1 automotive supplier |
| General Motors Corp. | Roles of increasing responsibility | 1984 – 2006 | Broad manufacturing/operations foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reliance Worldwide Corporation Limited (ASX: RWC) | Director | Current | Chairs Health & Safety Committee; serves on Nomination & Remuneration and Sustainability Committees |
Board Governance
- Independence: Determined “independent” under SEC/NYSE standards .
- Committee assignments: Audit Committee member alongside Alexander, Kelly (Chair), and Levinson (each independent; Kelly and Alexander designated financial experts) .
- Attendance: Incumbent directors attended at least 75% of Board/committee meetings; average incumbent director attendance 99% (FY2025) .
- Meetings held (FY2025): Board (6), Audit (4), Compensation (5), Nominating & Corporate Governance (5); executive sessions of independent directors (5) .
- Annual meeting presence: All then-current directors attended the 2024 Annual General Meeting .
- Board refreshment: Knight classified as non-continuing; Class I terms conclude at 2025 Annual Meeting as Board reduces authorized seats to six .
Fixed Compensation
| Element | FY2025 Amount/Terms | Notes |
|---|---|---|
| Annual Board cash retainer | $85,000 | Non-employee director retainer effective since June 29, 2024 |
| Committee membership fee (Audit) | $14,000 | $33,000 if Chair; Knight served as Audit Committee member (not Chair) |
| Director cash fees (Knight) | $99,000 | FY2025 cash paid; consistent with $85k + $14k |
| Equity grant (Annual RSUs) | $220,000 divided by grant-date closing price | Automatic grant at each annual meeting; rounded to whole shares |
| Knight RSU grant | 895 RSUs | Granted Dec 12, 2024; aggregate grant-date fair value $220,009 |
| Vesting (RSUs) | Full vest on January 1 following the next annual meeting after grant | Subject to continued service; settled in ordinary shares |
| FY2026 program | No changes | Compensation Committee retained Compensia; program unchanged for FY2026 |
Fiscal 2025 director compensation (Knight): Fees $99,000; Stock awards $220,009; Total $319,009 .
Performance Compensation
- Non-employee director equity is time-based RSUs; no performance-based director metrics or options disclosed in FY2025 director program .
Other Directorships & Interlocks
- External public board: Reliance Worldwide Corporation Limited; committee chair/member roles as above .
- Interlocks/conflicts: No related-party transactions disclosed involving Knight; Audit Committee reviews and pre-approves related party transactions; only disclosed related-party item in FY2025 related to a family member of former Chairman, not Knight .
Expertise & Qualifications
- Deep operational leadership in automotive and industrial manufacturing with global P&L responsibility .
- Education: BS (GMI Engineering & Management Institute); MS (Rensselaer Polytechnic Institute) .
- Board-level fit: Brings significant operational/leadership experience in global manufacturing to support Fabrinet’s strategy and risk oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 2,789 | Less than 1% of outstanding shares |
| Unvested stock awards | 895 RSUs | As of fiscal year-end; options none |
| Options outstanding | None | Aggregate options for non-employee directors were zero per director table |
| Ownership guidelines | 4x annual Board retainer (non-employee directors) | Includes directly/beneficially owned shares and unvested non-performance RSUs |
| Guideline compliance status | Met or within permitted time period (as of Sept 30, 2025) | All executives and non-employee directors, including Knight, either met thresholds or were within the attainment window |
| Hedging/pledging policy | Prohibited (short sales, hedging, pledging, derivatives) | Insider Trading Policy; Prohibited Transactions sections |
Compensation Committee Analysis
- Composition: Bahrami, Levinson (Chair), Kelly; all independent; meet Rule 16b-3 and Section 162(m) outside director definitions .
- Consultant: Compensia, Inc. engaged as independent compensation consultant; assessed independent with no conflicts; advised on peer group and trends for executives and non-employee directors .
- Peer group: FY2025 executive compensation peer group includes Advanced Energy, Belden, Celestica, Ciena, Coherent, Entegris, F5, IPG Photonics, Jabil, Littelfuse, Lumentum, MKS Instruments, Novanta, Plexus, Qorvo, Sanmina, Trimble, Viasat, Vishay, Zebra; used for competitive assessments (not percentile targeting) .
Say-on-Pay & Shareholder Feedback
- 2024 AGM voting results: Say-on-pay—Votes For 31,612,120; Against 1,002,170; Abstentions 179,731; Broker Non-Votes 891,926 .
- Historical support: Advisory votes in favor approximately 97% (2024), 96% (2023), 83% (2022), 99% (2021); ongoing shareholder outreach to top holders prior to AGMs .
- Engagement: Annual outreach to 25 largest holders (representing >70% of shares outstanding) to discuss compensation/governance; committee chairs participate .
Governance Assessment
- Strengths: Independence; active Audit Committee role; high Board-level attendance; strong prohibitions on hedging/pledging; director ownership guidelines aligned to retainer; robust related-party review by Audit Committee; continued shareholder support for compensation .
- Alignment: Knight holds beneficial shares and unvested RSUs; subject to 4x retainer ownership expectation and retention requirement until guideline met; RSU grants provide ongoing alignment without options-related risk .
- Potential watch items: Beneficial ownership is small relative to outstanding shares (common for large-cap boards); however, Board discloses that all non-employee directors are on track or compliant with ownership guidelines as of Sept 30, 2025 .
- Board refresh/transition: Non-continuing classification with term concluding at 2025 AGM reflects planned Board size reduction and refreshment; not indicative of governance concern per disclosures .
No related-party transactions, legal proceedings, hedging/pledging, or compensation red flags were disclosed for Knight. Committee independence, consultant independence, and rigorous oversight of compensation and risks are affirmed by the proxy .