Thomas F. Kelly
FabrinetAbout Thomas F. Kelly
Thomas F. Kelly, age 72, is an independent director of Fabrinet (FN) who has served on the Board since October 2010 (15 years of tenure as of October 16, 2025). He chairs the Audit Committee, sits on the Compensation Committee, and is designated an SEC “audit committee financial expert.” He holds a B.S. in economics from Santa Clara University and brings deep executive leadership in software and cybersecurity, including CEO roles and public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anitian, Inc. (Forgepoint portfolio) | Chief Executive Officer | Feb 2024 – Nov 2024 | Cloud security and compliance automation; operational leadership |
| IDX | Chief Executive Officer & President | Aug 2017 – Aug 2022 | Cyber breach/identity fraud protection; info security expertise |
| Cybersecurity industry | Consultant | 2016 – 2017 | Sector advisory |
| AccelOps | Chief Executive Officer | 2015 – 2016 | Company acquired by Fortinet in 2016 |
| Moxie Software; MontaVista Software; BlueStar Solutions; Blaze Software | Chief Executive Officer | Various (prior 20 years) | Multiple CEO roles; several companies later acquired (Cavium 2009; ACS 2004; Brokat 2000) |
| Epicor Software; Cirrus Logic; Cadence Design Systems; Frame Technology | Executive leadership operating roles | Various | Senior operating roles; Frame Technology acquired by Adobe (1995) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ZeroFox Holdings, Inc. | Director | Aug 2022 – May 2024 | Public company board service |
| FEI Company | Director (prior) | Not disclosed | Prior public company board service |
| Epicor Software | Director (prior) | Not disclosed | Prior public company board service |
| Santa Clara University | Board service (several boards) | Ongoing | University governance roles |
Board Governance
- Independence: The Board determined Mr. Kelly is independent under SEC and NYSE standards; all members of the Audit and Compensation Committees are independent .
- Committee roles: Audit Committee Chair; Compensation Committee member; SEC “audit committee financial expert” designation .
- Cybersecurity oversight: Board delegates primary cybersecurity oversight to the Audit Committee. Kelly’s recent CEO experience in cybersecurity (IDX) supports quarterly oversight and external testing of the program .
- Attendance and engagement:
- Each incumbent director attended at least 75% of Board/committee meetings; average incumbent director attendance was 99% in FY2025 .
- Executive sessions of independent directors: 5 in FY2025 .
- All then-current directors attended the 2024 annual meeting .
| Board/Committee Activity (FY2025) | Count |
|---|---|
| Full Board meetings | 6 |
| Audit Committee meetings | 4 |
| Compensation Committee meetings | 5 |
| Nominating & Corporate Governance (NCGC) meetings | 5 |
| Executive sessions (independent directors) | 5 |
Fixed Compensation
| Element | FY2025 Amount/Structure |
|---|---|
| Fees earned (cash) – Kelly | $128,000 |
| Stock awards (grant-date fair value) – Kelly | $220,009 |
| Total – Kelly | $348,009 |
| Annual Board retainer (non-employee directors) | $85,000 |
| Committee retainers | Audit: $14,000 (Chair $33,000); Compensation: $10,000 (Chair $24,000); NCGC: $7,000 (Chair $16,000) |
| Board Chair retainer (if non-employee chair) | $200,000 |
| Lead Independent Director retainer (if Chair not independent) | $45,000 |
| Program changes FY2026 | No changes to non-employee director program |
RSU grants: On December 12, 2024, Kelly was granted 895 RSUs; vesting and award details below .
Performance Compensation
- Non-employee director equity is time-based RSUs (not performance PSUs). Annual grant equals $220,000 divided by NYSE closing price on grant date; RSUs vest in full on January 1 following the next annual meeting .
| Grant Detail | Kelly | Vesting |
|---|---|---|
| RSU grant (Dec 12, 2024) | 895 RSUs | Vests Jan 1 following next AGM (time-based) |
No director-specific performance metrics (e.g., TSR, EBITDA) are tied to Kelly’s compensation; RSUs are structured for service-based vesting .
Other Directorships & Interlocks
| Company | Relationship to FN supply chain/customers | Notes |
|---|---|---|
| ZeroFox Holdings, Inc.; FEI; Epicor Software | Not disclosed as FN counterparties | No related-party transactions disclosed; Audit Committee reviews/approves related party transactions . |
Expertise & Qualifications
- Skills: Executive leadership, finance, global leadership, business development & strategy, information security, other public company board experience (per Board skills matrix) .
- Financial reporting: Audit Committee financial expert (SEC) .
- No family relationships among directors/executives .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested RSUs | Notes |
|---|---|---|---|---|
| Thomas F. Kelly | 20,094 | <1% | 895 | Beneficial ownership as of Sep 30, 2025; RSUs outstanding at FY2025 year-end |
- Stock ownership guidelines: Non-employee directors are expected to hold shares worth at least 4x annual Board retainer; shares count includes directly owned and unvested non-performance RSUs. As of Sep 30, 2025, all executive officers and non-employee directors either met thresholds or were within the permitted time to attain them .
- Hedging/pledging: Directors are prohibited from short sales, margining/pledging, and trading in derivative securities tied to FN stock .
- Section 16 compliance: Company reports directors/executives complied with Section 16(a) filing requirements in FY2025, with one late Form 4 by the CEO (not Kelly) .
Governance Assessment
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Strengths and investor-confidence signals:
- Independence and oversight: Kelly is independent and serves as Audit Chair with SEC financial expert designation; committee mandates include internal control, auditor independence, related-party transaction review, and cybersecurity oversight—enhancing risk governance .
- Attendance and engagement: FY2025 attendance rigor (99% average) and routine executive sessions reflect active oversight culture .
- Alignment: Stock ownership guidelines (4x retainer) and prohibitions on hedging/pledging align director incentives with shareholders .
- Compensation structure: Balanced cash/equity director pay; consistent program year-over-year, reviewed by independent consultant (Compensia) .
-
Watch items / potential conflicts:
- External roles in cybersecurity VC/companies (e.g., Forgepoint; prior ZeroFox board) create potential industry interlocks; however, no FN-related party transactions are disclosed and Kelly remains independent under NYSE/SEC rules. Continuous monitoring of related-party approvals by the Audit Committee is prudent .
- Board leadership: CEO also serves as Board Chair since Oct 2025, mitigated by a Lead Independent Director structure; continued effectiveness relies on robust executive sessions and committee independence .
Overall, Kelly’s audit and cybersecurity expertise, independence, and committee leadership support Board effectiveness and risk oversight. No specific red flags (attendance shortfalls, related-party transactions, hedging/pledging) are disclosed regarding Kelly for FY2025 .