Homa Bahrami
FabrinetAbout Homa Bahrami
Dr. Homa Bahrami (age 70) has served as an independent director of Fabrinet (FN) since August 2012 (13 years), bringing deep expertise in organizational design and executive development. She is a Senior Lecturer at UC Berkeley’s Haas School of Business, Faculty Director of the Center for Executive Education, and board member of the Center for Teaching Excellence; her education includes a BA (Hull), MSc in Industrial Administration, and PhD in Organizational Behavior (Aston University, UK) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FEI Company (acquired by Thermo Fisher, 2016) | Director | Feb 2012 – Sep 2016 | Audit and Compensation Committees; governance and compensation oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UC Berkeley Haas School of Business | Senior Lecturer; Faculty Director, Center for Executive Education; Board member, Center for Teaching Excellence | Faculty since 1986 | Academic leadership and executive education governance |
Board Governance
- Independence: The Board determined Dr. Bahrami is independent under NYSE and SEC rules .
- Board and Committee attendance: Incumbent directors attended at least 75% of meetings; average attendance was 99% in fiscal 2025 .
- Committee memberships:
- Compensation Committee: Member .
- Nominating & Corporate Governance (NCGC): Chair .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting; lead independent director presides .
- Cybersecurity oversight: Audit Committee oversees information security risks; quarterly briefings; external testing and audits .
Fixed Compensation
| Pay Element | FY2025 Amount/Terms | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | $85,000 | Effective June 29, 2024 |
| NCGC Chair Retainer (Cash) | $16,000 | Chair fee |
| Compensation Committee Member Retainer (Cash) | $10,000 | Member fee |
| Annual RSU Grant (Equity) | $220,000 (value at grant) | Granted on AGM date; RSUs determined by $220,000 ÷ closing price |
| RSU Vesting (Annual Grants) | Vests in full Jan 1 following the next AGM | Service-based vesting |
FY2025 Actual Director Compensation (Bahrami):
| Component | FY2025 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $111,000 | $100,000 |
| Stock Awards ($) | $220,009 | $219,850 |
| Total ($) | $331,009 | $319,850 |
Performance Compensation
| Equity Element | Grant Detail | Quantity/Value | Vesting |
|---|---|---|---|
| Annual RSU Award (Dec 12, 2024) | Non-employee directors RSU grant | 895 RSUs ($220,009 grant date fair value) | Vests Jan 1 following next AGM |
| Equity policy | Automatic, non-discretionary RSU grants under 2020 Plan | Annual grant set by $220,000 ÷ closing price | Service-based vesting; no dividends on unvested awards |
Note: Director equity is time-based RSUs; no performance metrics are tied to director compensation (performance metrics apply to executive PSU programs, not directors) .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Committee Roles |
|---|---|---|---|
| Current public company boards | Current | None | — |
| FEI Company | Prior | Director | Audit and Compensation Committees |
No interlocks or related-party exposures were disclosed for Dr. Bahrami (Compensation Committee interlocks section states members, including Dr. Bahrami, were not officers/employees, and no cross-board compensation committee interlocks with FN executives) .
Expertise & Qualifications
- Organizational design and executive development for global enterprises; global leadership and business strategy (Board skills matrix) .
- Academic leadership in executive education and teaching excellence at UC Berkeley Haas .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Dr. Homa Bahrami | 20,921 | <1% |
- Director stock ownership guidelines: Non-employee directors are expected to own at least 4x annual Board retainer; compliance required within 5 years of appointment; shares count include unvested non-performance RSUs . As of Sep 30, 2025, all executive officers and non-employee directors either met thresholds or were within the permitted period .
- Prohibited transactions: No short sales, hedging, pledging, or derivatives in FN securities .
Say-on-Pay & Shareholder Feedback
| Meeting Date | Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Dec 12, 2024 | Advisory approval of NEO compensation | 31,612,120 | 1,002,170 | 179,731 | 891,926 |
| Dec 12, 2023 | Advisory approval of NEO compensation | 32,634,654 | 1,359,943 | 54,534 | 613,521 |
FN annually conducts outreach to top shareholders (e.g., 2025 plan to solicit views from holders representing >70% of shares) and highlights continuous strong say-on-pay support since 2016 .
Governance Assessment
- Independence and roles: Independent director; Chair of NCGC; member of Compensation Committee—positions central to governance quality and pay oversight .
- Attendance: Board-level expectation met; incumbents averaged 99% attendance in FY2025; minimum 75% threshold satisfied .
- Ownership alignment: Director guidelines (4x retainer) and policy requiring retention of 50% of net shares until guideline met; prohibits hedging/pledging—strong alignment framework .
- Director compensation mix: Balanced cash/equity with modest cash retainer increases in FY2025 (from $75,000 to $85,000) and unchanged $220,000 RSU grants; Bahrami’s cash fees reflect committee chair/member roles .
- Related-party transactions: No transactions disclosed involving Bahrami; Audit Committee pre-approves any related party transactions; only disclosed item pertained to another director’s family member (Mitchell) .
- Compensation governance: Compensation Committee comprised solely of independent directors; independent consultant (Compensia) retained; clawback policy for executives; no dividend equivalents on unvested equity; no repricing without shareholder approval .
RED FLAGS
- None identified for Bahrami: no related-party transactions, hedging/pledging prohibited, strong independence and committee leadership, high Board attendance .
Appendix: Director Compensation Structure (Reference)
| Element | FY2025 Terms |
|---|---|
| Board Retainer | $85,000 (cash) |
| Committee Member Retainers | Audit: $14,000; Compensation: $10,000; NCGC: $7,000 |
| Committee Chair Retainers | Audit Chair: $33,000; Compensation Chair: $24,000; NCGC Chair: $16,000 |
| Equity | Annual RSUs valued at $220,000; Initial RSU for new directors prorated |
| Vesting | RSUs vest Jan 1 following next AGM |