Harpal Gill
FabrinetAbout Harpal Gill
Dr. Harpal Gill (age 72) is Fabrinet’s President and Chief Operating Officer; he has served as COO since March 2009 and President since January 2011. He holds a B.S. in Mechanical Engineering from Brunel University and a Ph.D. in Engineering from the University of Bradford . Company performance metrics underpinning his compensation include FY2025 results used for bonuses (Revenue $3,419.3M; non-GAAP operating margin 10.55%) and multi-year PSU cycles based on cumulative revenue and non-GAAP operating margin . On a longer-view metric, Fabrinet’s pay-versus-performance disclosure shows a $100 investment in FN reaching $412.45 by FY2024 and FY2024 revenue and net income of $2,882.97M and $296.18M, respectively .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Fabrinet | President | Jan 2011–present | Senior executive leadership |
| Fabrinet | Chief Operating Officer | Mar 2009–present | Global operations leadership |
| Fabrinet Co., Ltd. (Thailand subsidiary) | EVP, Operations | Jul 2007–present | Thailand operations leadership |
| Fabrinet | SVP, Operations | May 2005–Mar 2009 | Operations leadership |
| Maxtor Corporation | VP Engineering; then SVP Engineering | Jul 2003–Jan 2005 | Disk drive manufacturer |
| Read-Rite Corporation | VP Engineering | Jan 1999–Jul 2003 | Magnetic recording heads supplier |
| JTS Corp. | Managing Director | Jun 1996–Oct 1998 | Disk drive manufacturer |
| Seagate Technology; Stanton Automation | Senior management roles | Not disclosed | Prior engineering/ops roles |
External Roles
- Not disclosed in the latest proxy .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 1,040,300 | 1,060,000 | 1,100,000 |
| “All Other Compensation” ($) | 704,116 | 1,342,592 | 2,156,467 |
| Notes on Salary Change | — | — | FY2025 base salary +3.8% vs FY2024 |
All Other Compensation detail (FY2025): transportation $75,585; housing $120,000; tax equalization payment $1,684,052; foreign service premium pay $220,000; health insurance $35,902; company retirement contributions $20,928 (includes certain tax gross-ups for travel and foreign service premium) .
Performance Compensation
Short-Term Cash Incentive (Annual Bonus)
| Year | Target Bonus ($) | Target Bonus (% of Salary) | Max Bonus ($) | Max (% of Salary) | Actual Bonus ($) | Actual as % of Target |
|---|---|---|---|---|---|---|
| FY2025 | 1,430,000 | 130% | 1,716,000 | 156% | 1,671,098 | 117% |
| FY2024 | 1,378,000 | — | 1,653,600 | — | 1,648,777 | 119% |
Bonus plan metrics and outcomes (FY2025):
- 50% weight Revenue; 50% weight non-GAAP operating margin; linear payout between 90–105% of target; max payout 120% of target; FY2025 payout set at ~117% of target .
- Targets vs actual (FY2025): Revenue target $3,070.0M; actual $3,419.3M (111.4% of target). Non-GAAP operating margin target 10.2%; actual 10.55% (103.4% of target) .
| FY2025 Bonus Metric | Weight | Minimum Threshold | Target | Maximum | Actual | Actual vs Target |
|---|---|---|---|---|---|---|
| Revenue ($M) | 50% | 2,763.0 | 3,070.0 | 3,223.5 | 3,419.3 | 111.4% |
| Non-GAAP Operating Margin (%) | 50% | 9.2 | 10.2 | 10.7 | 10.55 | 103.4% |
Long-Term Equity Incentives
Grant design (FY2025 awards granted Aug 22, 2024):
- RSUs vest in three equal annual installments (service-based) .
- PSUs and “Stretch” PSUs vest, if earned, after a 2-year performance period (FY2025–FY2026), with 50% based on cumulative revenue and 50% on cumulative non-GAAP operating margin; linear vesting from 20% at 90% of target to 100% at 100%+ of target .
| FY2025 Equity Awards (Grant 8/22/2024) | Units | Intended Value ($) |
|---|---|---|
| RSUs (time-based) | 6,493 | 1,700,000 |
| PSUs (at max) | 6,493 | 1,700,000 |
| “Stretch” PSUs (at max) | 6,493 | 1,700,000 |
Prior PSU cycles – performance results:
- FY2024–FY2025 cycle: cumulative revenue $6,302.3M; non-GAAP operating margin 10.58%; PSUs and Stretch PSUs earned at 100% for Dr. Gill (10,225 shares vested for each PSU and Stretch PSU grant) .
| PSU Cycle | Grant Date | Target/Max Shares | Actual Vested | Performance Metrics | Actual Performance |
|---|---|---|---|---|---|
| FY2024–FY2025 PSUs | 8/24/2023 | 10,225 | 10,225 | Revenue; non-GAAP Op Margin | $6,302.3M; 10.58% |
| FY2024–FY2025 Stretch PSUs | 8/24/2023 | 10,225 | 10,225 | Revenue; non-GAAP Op Margin (higher targets) | $6,302.3M; 10.58% |
Vesting/realization activity:
- Shares acquired on vesting in FY2025: 40,382 shares; value realized $9,093,924 .
- Shares acquired on vesting in FY2024: 45,341 shares; value realized $5,439,329 .
Equity Ownership & Alignment
- Beneficial ownership: Dr. Gill was not listed with any shares beneficially owned as of Sept 30, 2025; percentage not shown (indicates less than 1% and, for Gill, no reportable beneficial ownership within 60 days) .
- Outstanding/unvested equity at FY2025 year-end (June 27, 2025):
| Grant | Type | Unvested/Unearned (#) | Market Value ($) | Notes |
|---|---|---|---|---|
| 8/22/2024 | RSUs | 6,493 | 1,919,461 | Vests 1/3 annually |
| 8/22/2024 | PSUs | 6,493 (unearned) | 1,919,461 | FY2025–FY2026 cycle; vests on certification |
| 8/22/2024 | Stretch PSUs | 6,493 (unearned) | 1,919,461 | FY2025–FY2026 cycle; vests on certification |
| 8/24/2023 | RSUs | 6,817 | 2,015,242 | Vests 1/3 annually |
| 8/18/2022 | RSUs | 4,758 | 1,406,560 | Vests 1/3 annually |
- Ownership guidelines: Other executive officers must hold shares equal to 2x annual base salary; compliance required within 5 years (or by Aug 2023, whichever later). As of Sept 30, 2025, all executive officers met the threshold or were within the permitted window .
- Hedging/pledging: Prohibited (no short sales, hedging, pledging, or derivatives) .
- Option exposure: No option awards granted to NEOs in FY2024 or FY2025; no option exercises disclosed for Dr. Gill in FY2025 .
Employment Terms
- Amended and Restated Offer Letter (Dec 19, 2024): Either party may terminate employment effective one year after written notice (COO can be terminated for cause at any time) .
- Severance on termination by the company without “good cause” or by Dr. Gill for any reason (subject to transition services):
- Lump sum equal to one month’s base salary times total years of service; earned but unpaid bonus; two times COBRA cost for 12 months; 100% acceleration of unvested time-based RSUs; performance-based awards remain outstanding to vest per actual performance; continued tax equalization benefits for year of termination and following year .
- Illustrative termination benefits as of June 27, 2025 (unrelated to a change in control):
| Benefit (as of 6/27/2025) | Death | Disability | Without Cause | Resignation for Good Reason | Resignation for Any Reason |
|---|---|---|---|---|---|
| Cash severance (Monthly base × 20 years) ($) | 1,833,333 | 1,833,333 | 1,833,333 | 1,833,333 | 1,833,333 |
| Earned but unpaid bonus ($) | 1,671,098 | 1,671,098 | 1,671,098 | 1,671,098 | 1,671,098 |
| Continued medical (2× COBRA annual cost) ($) | 67,541 | 67,541 | 67,541 | 67,541 | 67,541 |
| Equity acceleration value ($) | 5,342,262 | 5,342,262 | 5,342,262 | 5,342,262 | 5,342,262 |
| Total ($) | 8,914,234 | 8,914,234 | 8,914,234 | 8,914,234 | 8,914,234 |
- Clawback: Policy to recover erroneously awarded incentive compensation following accounting restatements per Rule 10D-1/NYSE standards .
- “Good cause” definition summarized (dishonesty, felony/fraud, gross misconduct, unauthorized disclosure, willful breach, failure to perform after cure period) .
- FY2024 change-in-control table (prior disclosure) also showed Dr. Gill’s benefits structured per the offer letter, with equity acceleration valued at then-market price and identical totals across termination scenarios; included for historical context .
Say-on-Pay and Governance Signals
- Say-on-pay support: Approximately 97% (2024), 96% (2023), 83% (2022), 99% (2021) approved executive compensation .
- Compensation design: Pay-for-performance structure with 67% of FY2025 equity awards performance-based (PSUs) and 33% time-based (RSUs) for NEOs .
- Prohibitions: No short sales, hedging, pledging, or derivatives; no option repricing/buyouts; no dividends on unvested equity .
Investment Implications
- Alignment and performance: High pay-at-risk with annual bonuses tied 50/50 to revenue and non-GAAP operating margin and 2-year PSUs tied to cumulative revenue and margin. FY2025 outperformance drove 117% bonus payout; FY2024–FY2025 PSU cycles paid at 100%, evidencing strong execution against revenue/margin targets .
- Retention risk vs. age and severance: At 72, Gill’s amended offer letter allows either party to end employment with one-year notice. Severance includes sizable cash (service-multiple), full acceleration of time-based RSUs, and continued performance-based award eligibility, which may smooth transition risk but could also facilitate planned retirement with meaningful equity realization .
- Insider supply/vesting cadence: Significant equity vesting events create potential liquidity windows; Gill realized value on 40,382 shares vesting in FY2025 and has unvested RSUs plus FY2025–2026 PSUs pending, with vesting on performance certification post-FY2026 .
- Governance quality: Strong policies (clawback, ownership guidelines, anti-hedging/pledging) and robust shareholder support mitigate governance risk; presence of tax gross-ups for expatriate-related pay is a shareholder-unfriendly element to monitor .