Rollance E. Olson
FabrinetAbout Rollance E. Olson
Rollance E. Olson, age 82, has served on Fabrinet’s board since 2004 (21 years). He previously served as Lead Independent Director from 2011 until June 2025 and is a non-continuing Class I director with his term concluding at the December 11, 2025 Annual Meeting. Olson’s background spans CEO leadership in the automotive aftermarket and senior roles at Bendix and Booz Allen; he holds a B.A. from the University of Minnesota.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parts Depot Inc. | Chief Executive Officer | 1986–2011 | Led wholesale automotive replacement parts business in Virginia |
| Brake Systems, Inc. | President | 1980–1985 | Executive leadership in automotive brakes |
| Bendix Corporation | GM Fram/Autolite; GM Automotive Aftermarket; Corporate Staff Consultant | 1973–1980 | Automotive safety/aftermarket operations |
| Booz, Allen & Hamilton | Management Consultant & Project Leader | 1968–1973 | Strategy/operations consulting |
| Honeywell, Inc. | Early career | N/A | Initial corporate experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Largest automotive aftermarket trade association | Board Member; Chairman | 9 years (dates not specified) | Chaired association; industry leadership |
| Privately owned retail & technology companies | Director | Various (not disclosed) | Board service (private companies) |
| Darden School of Business (UVA) | Guest Lecturer | N/A | Academic engagement |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under NYSE and SEC rules |
| Current Committee Assignments | Nominating & Corporate Governance Committee (Member) |
| Chair Roles | Lead Independent Director, 2011–June 2025 (now Dr. Levinson as LID) |
| Attendance | Incumbent directors attended 99% of Board/Committee meetings in FY25; each ≥75% |
| Executive Sessions | Independent directors met in executive session; 5 sessions in FY25 |
| Tenure Status | Non-continuing; Class I term expires at Dec 11, 2025 Annual Meeting; Board to reduce authorized directors to six |
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Annual Board Retainer (Cash) | $85,000 |
| Lead Independent Director Retainer (Cash) | $45,000 |
| NCGC Member Retainer (Cash) | $7,000 |
| Total Fees Earned (Cash) | $137,000 |
Performance Compensation
| Element | Grant Details | Vesting | FY2025 Amount |
|---|---|---|---|
| RSUs (Annual grant) | 895 RSUs granted Dec 12, 2024 | Vests in full on Jan 1 following the next Annual Meeting, subject to service | Grant date fair value $220,009 |
| Options | None granted/outstanding | N/A | $0 |
| Performance Metrics Tied to Director Pay | None disclosed for non-employee directors (equity is time-based RSUs) | N/A | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Boards | None |
| Private Company Boards | Several privately owned retail and tech company boards (not named) |
| Interlocks/Shared Boards | None disclosed in proxy |
Expertise & Qualifications
- Executive leadership and operational management from CEO tenure at Parts Depot; deep automotive aftermarket experience .
- Governance experience as Lead Independent Director, 2011–June 2025; current member of Nominating & Corporate Governance Committee .
- Strategic/operations consulting background (Booz Allen); multi-division general management at Bendix .
- Academic engagement (guest lecturer, Darden School of Business) .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 13,306 |
| Ownership % of Shares Outstanding | <1% |
| Unvested RSUs (as of FY2025 year-end) | 895 |
| Options (exercisable/unexercisable) | 0 |
| Shares Pledged/Hedged | Company policy prohibits pledging, short sales, and derivative transactions; no pledges disclosed for Olson |
| Director Ownership Guidelines | 4x annual Board retainer; all non-employee directors met or are within the window to comply as of Sept 30, 2025 |
Governance Assessment
- Independence and committee placement: Olson is independent and serves on the NCGC, supporting board refresh, succession planning, governance guidelines, and ESG oversight—positive for board effectiveness .
- Alignment and attendance: Strong board-wide attendance (99% average; all ≥75%) and RSU-based equity for directors indicate engagement and alignment; RSUs vest post-Annual Meeting, encouraging continuity through the cycle .
- Ownership discipline: Beneficial ownership of 13,306 shares, guidelines of 4x retainer, and prohibitions on hedging/pledging bolster investor alignment and mitigate risk .
- Board refresh signal: Olson’s long tenure (21 years) and age (82) paired with his non-continuation and the board’s plan to reduce size to six reflect active refreshment and governance evolution—generally positive for investor confidence .
- Conflicts/related-party exposure: Proxy discloses no related-party transactions involving Olson; related-party item pertains to a family member of another director (Mitchell), not Olson .
RED FLAGS (monitoring items): Long tenure historically (21 years) and prior LID role could raise entrenchment concerns, but the current transition and board downsizing mitigate this risk . No pledging or hedging permitted under policy—reduces alignment risk .