Charles Mason
SANMINAAbout Charles Mason
Charles C. Mason, 60, is Executive Vice President, Worldwide Sales at Sanmina (SANM), serving in this role since March 2023. He joined Sanmina via acquisition in 1997 and held senior sales and marketing leadership roles, including EVP Sales for Integrated Manufacturing Services and SVP Strategic Accounts . As context for his pay-for-performance, fiscal 2024 saw company revenue down 15.3%, non-GAAP operating margin at 5.4%, non-GAAP EPS at $5.28, non-GAAP EBITDA margin at 7.0%, and cash from operations of $340 million; the company TSR index value was 259 versus a peer TSR of 297 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sanmina | EVP, Sales – Integrated Manufacturing Services | Not disclosed | Senior sales leadership across integrated manufacturing services |
| Sanmina | SVP, Strategic Accounts | Not disclosed | Senior leadership on strategic accounts |
| Sanmina | Various senior sales & marketing roles | Since 1997 | Long-tenured commercial leadership following acquisition |
External Roles
No external directorships or public company roles disclosed in company filings for Mason .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $340,000 | $380,000 (increased early FY2024) |
| Target Bonus (% of Salary) | 80% | 80% |
| Actual Annual Bonus Paid ($) | $171,500 | $319,200 |
Notes:
- Bonus caps: 100% of base salary for Mason .
Performance Compensation
Annual Incentive (Short-Term)
Sanmina’s FY2024 Corporate Bonus Plan used two financial metrics—revenue and non-GAAP operating margin—with a cash flow from operations modifier. The corporate performance factor calculated at 105% for FY2024 (80 percentage points from revenue/operating margin; 25 percentage points from cash flow) based on $7.57B revenue, 5.4% non-GAAP operating margin, and $340M cash flow from operations .
| Metric | Target/Matrix Design | FY2024 Actual | Weighting/Impact | Resulting Corporate Factor |
|---|---|---|---|---|
| Revenue (billions) | Matrix bands (e.g., $7.100–$7.600, $7.601–$8.100…) | $7.57 | Combined with margin | 80 pp from revenue+margin |
| Non-GAAP Operating Margin (%) | Matrix bands (e.g., 3.800–4.100%, 4.101–4.500%…) | 5.4% | Combined with revenue | 80 pp from revenue+margin |
| Cash Flow from Operations ($) | Modifier: −15% to +30% | $340M | +25% modifier | +25 pp |
| Corporate Performance Factor | — | — | — | 105% |
Mason’s annual incentive payout was calculated as: $380,000 base × 80% target × 105% corporate factor = $319,200; the Compensation Committee made no discretionary adjustments for NEOs in FY2024 .
Long-Term Incentives (Equity)
PSUs: three-year cumulative non-GAAP EPS with 70–130% payout scaling; RSUs: time-based vesting (Mason’s FY2024 RSUs vest ~80% over first three anniversaries, ~20% on the fourth) .
| Award Type | Grant Date | Target/Units | Payout Scale | Vesting |
|---|---|---|---|---|
| PSUs | 12/15/2023 | 15,000 target shares | 70–130% based on 3-year cumulative non-GAAP EPS | End of FY2024–FY2026 period (subject to performance) |
| RSUs | 12/15/2023 | 21,000 shares | N/A | ~80% over first 3 anniversaries, ~20% on 4th anniversary |
Grant fair value for FY2024 equity (RSUs+PSUs): $1,853,640 for Mason .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Charles C. Mason | 12,717 | <1% |
Policy alignment:
- Executive stock ownership guidelines: other NEOs must hold equity equal to 2× base salary; all NEOs currently satisfy the guideline .
- Hedging and pledging of company stock by officers and directors is prohibited .
Outstanding Unvested/Unearned Equity (as of 9/27/2024; valued at $68.87/share)
| Grant Date | Award Type | Units Unvested/Unearned | Market/Payout Value ($) |
|---|---|---|---|
| 12/15/2021 | RSUs (vest 1/3 annually over 3 yrs) | 3,333 | $229,543 |
| 12/15/2021 | PSUs (target) | 10,000 | $688,700 |
| 12/15/2022 | RSUs (vest 1/4 per year over 4 yrs) | 9,000 | $619,830 |
| 12/15/2022 | PSUs (target) | 12,000 | $826,440 |
| 12/15/2023 | RSUs (vest in 1 year) | 5,500 | $378,785 |
| 12/15/2023 | RSUs (vest in 2 years) | 5,500 | $378,785 |
| 12/15/2023 | RSUs (vest in 3 years) | 5,500 | $378,785 |
| 12/15/2023 | RSUs (vest in 4 years) | 4,500 | $309,915 |
| 12/15/2023 | PSUs (target) | 15,000 | $1,033,050 |
Notes:
- No outstanding stock options for NEOs as of FY2024 year-end .
Employment Terms
- Employment agreements: Sanmina does not have employment agreements with named executive officers .
- Change-in-control plan (double-trigger): Lump sum of 1–2× base salary plus 1× target bonus, full acceleration of unvested options/RSUs, and 18 months of health premium payments; benefits payable only upon termination without cause or for good reason following a change-in-control; no tax gross-ups .
- Mason’s modeled CIC severance (as of FY2024 year-end, assuming $68.87/share): $570,000 (1.5× base salary) + $304,000 (1× target bonus) + $4,843,834 (accelerated equity) + $34,185 (health premiums) = $5,752,019 total .
- Clawback policy: Updated October 2, 2023; requires reimbursement of excess cash and equity incentive compensation paid in the three years following filing of financial results that are later restated due to material non-compliance, and SOX 304 mandates for CEO/CFO .
- Insider trading: Hedging and pledging prohibited; insider trading policy filed with FY2024 10-K .
- Deferred compensation: No reported participation by Mason in the non-qualified deferred compensation plan in FY2024 .
Additional Program Design and Benchmarking
- Compensation philosophy: Emphasis on at-risk, performance-based pay with transparent metrics and capped incentives; no guaranteed CEO bonus; no option repricing; no tax gross-ups; no single-trigger CIC; below-median severance levels .
- Annual bonus design: Simplified to revenue and non-GAAP operating margin with a cash flow modifier since 2020 .
- Long-term incentives: PSUs based on three-year cumulative non-GAAP EPS (70–130% payout); RSUs for retention .
- Peer group benchmarking used for NEO pay decisions includes EMS and high-tech manufacturers such as Amphenol, Benchmark Electronics, Fabrinet, Keysight, TTM, Arrow, Celestica, Flex, Plexus, Western Digital, Avnet, Curtiss-Wright, Jabil, Seagate .
- Say-on-Pay: ~80% support at 2024 annual meeting .
Investment Implications
- Alignment and retention: Mason’s equity package is predominantly multi-year PSUs and RSUs, with FY2024 RSUs vesting heavily over the first three years and PSUs tied to a three-year EPS target—creating strong retention hooks and alignment to sustained earnings growth . Prohibition on hedging/pledging and 2× salary ownership guideline (met) reduce misalignment risks and forced selling .
- Near-term selling pressure: RSUs vesting annually (and potential PSU vesting at performance measurement endpoints) create periodic share supply; however, there are no stock options outstanding and executive pledging is barred, moderating mechanical selling or margin-call risk .
- Pay-for-performance: FY2024 payouts reflect company performance via a 105% corporate factor, with Mason’s bonus at $319,200, anchoring annual cash incentives to revenue, margin, and cash generation—constructive for investor alignment .
- Change-in-control economics: Mason’s CIC multiple (1.5× salary + 1× target bonus) is moderate, with full equity acceleration only on termination post-CIC; absence of tax gross-ups and no single-trigger reduce governance red flags .
- Governance and shareholder feedback: The program incorporates investor-informed simplifications and maintains below-median severance; say-on-pay support (~80%) indicates reasonable market acceptance though vigilance on long-term equity dilution remains warranted (company requests share reserve increase with burn/overhang context) .