Frank H. Levinson
FabrinetAbout Dr. Frank H. Levinson
Dr. Frank H. Levinson, age 72, is Fabrinet’s Lead Independent Director (appointed June 2025) and has served on the Board since 2001 (24 years of tenure). He is Managing Director of Small World Group (since 2006), and previously served as Chairman and CTO (1999–2006) and earlier CEO (1988–1999) of Finisar Corporation; his academic credentials include a B.S. in mathematics and physics (Butler University) and an M.A./Ph.D. in astronomy (University of Virginia) . He is independent under NYSE and SEC rules and presides over executive sessions of independent directors as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Finisar Corporation | Chairman & Chief Technical Officer | Aug 1999 – Jan 2006 | Executive leadership and semiconductor industry experience cited by FN |
| Finisar Corporation | Chief Executive Officer | 1988 – 1999 | Executive leadership and management in a global organization |
| Raynet, Inc. | Optical Department Manager | Jan 1986 – Feb 1988 | Fiber optic systems experience |
| Raychem Corporation | Chief Optical Scientist | Apr 1985 – Dec 1985 | Optical science leadership |
| Bellcore | Member of Technical Staff | Jan 1984 – Jul 1984 | Communications industry R&D |
| AT&T Bell Laboratories | Member of Technical Staff | 1980 – 1983 | Technical research experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Small World Group | Managing Director | 2006 – Present | Investment and company-building focus |
| TKB Critical Technologies 1 (SPAC) | Director | Oct 2021 – Aug 2023 | Prior public board service |
| Interlink Electronics, Inc. | Director | Jul 2014 – Jun 2020 | Prior public board service |
| Current Public Company Boards | — | — | None |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Levinson is independent under NYSE/SEC standards |
| Lead Independent Director | Appointed June 2025; duties include coordinating independent director activities and presiding over executive sessions |
| Committee Assignments | Audit Committee Member; Compensation Committee Chair; not on Nominating & Corporate Governance Committee |
| Board/Committee Meetings (FY2025) | Full Board: 6; Audit: 4; Compensation: 5; NCGC: 5; Executive sessions: 5; average incumbent attendance: 99% (each director ≥75%) |
| Attendance at Annual Meetings | All then-current directors attended the 2024 AGM |
| Risk Oversight | Audit Committee oversees financial reporting, compliance, and cybersecurity; Compensation Committee oversees pay design and risk |
Fixed Compensation (Director)
| Fiscal Year | Fees Earned (Cash) ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| FY2025 | 123,000 | 220,009 | — | 343,009 |
| Program Element | Amount |
|---|---|
| Annual Board Retainer (cash) | $85,000 (non-employee directors) |
| Lead Independent Director Retainer | $45,000 (applies when Board Chair is not independent; Chair is CEO as of Oct 2025) |
| Audit Committee | $14,000 member; $33,000 chair |
| Compensation Committee | $10,000 member; $24,000 chair |
| Nominating & Corporate Governance Committee | $7,000 member; $16,000 chair |
Notes: In FY2025 Levinson served as Compensation Committee Chair and Audit Committee member; his actual cash fees reflect pro-rating and roles during the year .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU (Annual Director Grant) | Dec 12, 2024 | 895 | 220,009 | Vests in full on January 1 following the next annual meeting (i.e., following the Dec 11, 2025 AGM) |
| Director Equity Program | Ongoing | Determined as $220,000 / closing price; initial grants pro-rated for partial year | RSUs only; no options for directors | Grants are automatic, nondiscretionary under the 2020 Plan |
No director performance metrics (e.g., revenue, margin, TSR) are tied to director equity; director RSUs are time-based per program .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current Public Company Boards | None |
| Prior Public Company Boards | TKB Critical Technologies 1 (SPAC) 2021–2023; Interlink Electronics, Inc. 2014–2020 |
| Shared Directorships with FN’s Customers/Suppliers | None disclosed |
Expertise & Qualifications
- Executive leadership, industry, operational manufacturing, finance, global leadership, and business development & strategy skillsets are attributed to Levinson by FN’s Director Skills Summary .
- Extensive semiconductor/optics domain expertise from Finisar leadership roles; managing director experience in venture investing and company building .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (as of Sep 30, 2025) | 5,709 shares; less than 1% of outstanding |
| Outstanding Shares (record date context) | 35,826,315 ordinary shares outstanding, plus 3,875,048 treasury shares (not entitled to vote) |
| Unvested Director RSUs (FY2025 year-end) | 895 RSUs |
| Options Outstanding | None |
| Ownership Guidelines | Non-employee directors expected to own ≥4x annual Board retainer; unvested non-performance RSUs count; compliance required by later of Aug 2023 or five years after appointment |
| Compliance Status | As of Sep 30, 2025, all non-employee directors either met threshold or were within allowed time to attain |
| Hedging/Pledging | Prohibited for directors; no short sales or derivative transactions allowed |
Governance Assessment
- Strengths and investor confidence signals:
- Lead Independent Director role with clear authority and executive session leadership enhances counterbalance to combined CEO/Chair structure adopted in Oct 2025 .
- Chair of Compensation Committee; committee fully independent, uses independent consultant (Compensia) with no conflicts; robust pay-for-performance oversight for executives .
- High board engagement: robust meeting cadence and near-full attendance (avg 99%); all directors attended 2024 AGM .
- Director equity aligns with shareholders via ownership guidelines (≥4x retainer) and prohibitions on hedging/pledging; unvested RSUs count toward guidelines .
- Potential risks and mitigants:
- Long tenure (24 years) can raise refreshment concerns; mitigated by recent board refreshment (two of six continuing/nominees joined since June 2024) and formal board/committee evaluations .
- Combined CEO/Chair structure increases reliance on Lead Independent Director; FN explicitly outlines LID duties and executive session cadence to preserve independent oversight .
- Conflicts/related-party exposure:
- No related-party transactions disclosed involving Levinson; Audit Committee pre-approves and oversees such matters per policy .
Compensation Committee Analysis
- Composition: Dr. Frank H. Levinson (Chair), Dr. Homa Bahrami, Thomas F. Kelly — all independent; meets Rule 16b-3 and Section 162(m) “outside director” standards .
- Consultant: Compensia engaged; reports directly to the committee; independence assessed with no conflicts; advises on executive and director compensation competitiveness .
- Scope: Oversees compensation policies, plans, equity programs; approves executive incentive targets and payouts; reviews compensation risk .
Director Compensation Structure (Levinson-specific)
| Component | FY2025 Detail |
|---|---|
| Cash | $123,000 fees earned |
| Equity | $220,009 RSU grant; 895 RSUs granted Dec 12, 2024 |
| Total Compensation | $343,009 |
| Meeting Fees | Not part of program; compensation via retainers and RSUs |
| Equity Vehicles | RSUs only; no options granted to directors |
| Vesting | RSUs vest on January 1 following next AGM (after Dec 11, 2025) |
As Compensation Committee Chair, Levinson’s governance role focuses on executive pay design; the director’s own compensation mix (cash + RSUs) is standard for non-employee directors, with no performance metrics tied to director pay .
Say-on-Pay & Shareholder Feedback (context)
- Annual say-on-pay votes since 2012; recent approvals: ~97% (2024), 96% (2023), 83% (2022), 99% (2021 equivalent noted “annual general meetings”) support — reflecting broad investor endorsement of compensation governance overseen by the committee .
- Ongoing outreach to largest shareholders (≈70% of outstanding) led by committee chairs reinforces engagement and responsiveness .
RED FLAGS
- None disclosed for Levinson on attendance, Section 16(a) filings, hedging/pledging, or related-party transactions .
- Structural risk: CEO also serves as Board Chair since Oct 2025; mitigated by active Lead Independent Director oversight and executive sessions .
Overall, Levinson’s profile suggests strong governance credentials, deep industry expertise, and active independent oversight through LID and Compensation Committee roles, with clean conflict-of-interest disclosures and alignment via ownership guidelines .