David Hedley III
SANMINAAbout David V. Hedley III
David V. Hedley III (age 55) is an independent director of Sanmina Corporation, serving since December 2022 and currently a member of the Audit Committee; he is designated as an audit committee financial expert under SEC rules . Hedley is Chief Strategy Officer at Bramshill Investments, LLC (since 2021), and brings extensive technology investment banking experience, including senior roles at EY Capital Advisors (2014–2020) and prior positions at Canaccord Genuity, UBS, Thomas Weisel Partners, and Merrill Lynch (2000–2014) . The Board has determined all non‑employee directors, including Hedley, are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY Capital Advisors, LLC | Principal and Senior Managing Director – Head of U.S. Technology Investment Banking | 2014–2020 | Led U.S. tech IB; sector coverage includes EMS and broader technology |
| Canaccord Genuity; UBS Investment Bank; Thomas Weisel Partners; Merrill Lynch & Co. | Senior technology investment banking roles | 2000–2014 | Senior IB roles in technology; transaction experience in the sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bramshill Investments, LLC | Chief Strategy Officer | 2021–present | Alternative fixed income asset manager |
| Other public company boards | None disclosed | — | No other directorships disclosed in SANM proxy biography |
Board Governance
- Committee assignments: Audit Committee member (current members: Susan A. Johnson—Chair; Susan K. Barnes; David V. Hedley III; Joseph G. Licata, Jr.). The Audit Committee met 8 times in fiscal 2024 and all members are audit committee financial experts per Item 407(d)(5)(ii)–(iii) .
- Independence: All non‑employee directors are independent under Nasdaq rules; 6 of 7 board nominees are independent .
- Attendance and engagement: Board held 4 meetings in fiscal 2024; each director achieved ≥75% attendance at Board and committee meetings, and directors had 100% attendance at the 2024 Annual Meeting .
- Executive sessions: Independent directors regularly meet in executive session without management .
- Lead Independent Director: Role is defined and active; responsibilities include agenda setting with the Chair/CEO and investor consultation; a new Lead Independent Director will be selected upon the retiring director’s departure at the 2025 Annual Meeting .
- Stockholder outreach and say‑on‑pay: 2024 say‑on‑pay support was ~80%; company engaged holders representing ~70% of shares, with continued program design transparency .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Standard for non‑employee directors |
| Audit Committee membership fee | $10,000 | Committee member retainer (chair additional $30,000—N/A to Hedley) |
| Lead Independent Director fee | N/A | $40,000 applies only to Lead Independent Director |
| Total cash earned (FY2024) | $90,000 | Hedley’s cash fees earned in FY2024 |
- Directors may elect to convert cash retainers into RSUs vesting in one year or upon retirement, at equivalent value to cash .
Performance Compensation
| Equity Award | Grant Value (FY2024) | Type | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual director RSUs | $180,022 | RSUs under 2019 Plan | 25% vests on each of the first four quarterly anniversaries of grant | None disclosed for directors (time‑based only) |
- Director equity grant limit: $900,000 grant‑date fair value per fiscal year under the 2019 Plan .
- No dividends on unvested awards; minimum one‑year vesting generally required (limited exceptions) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other current public company boards | None disclosed for Hedley |
| Compensation Committee interlocks | None in fiscal 2024 for Sanmina (no mutual executive/director interlocks with other entities) |
Expertise & Qualifications
- Extensive investment banking experience in technology, with deep knowledge of the EMS industry; current strategy leadership at an asset manager .
- Audit committee financial expert; Board skills matrix highlights accounting/audit/corporate finance proficiency across nominees .
Equity Ownership
| Category | Amount |
|---|---|
| Beneficial ownership (Dec 31, 2024) | 4,415 shares; <1% of shares outstanding |
| Unvested director RSUs at FY2024 end | 1,510 RSUs |
| Director stock ownership guideline | 4x annual cash retainer; compliance required within 3 years of joining; Board states all directors meet the standard or are within the compliance period |
| Hedging/pledging policy | Directors and officers prohibited from hedging or pledging Sanmina stock |
Governance Assessment
- Board effectiveness: Hedley’s Audit Committee role and status as an audit committee financial expert support strong financial oversight (8 meetings in FY2024), including internal controls, audit firm oversight, and related‑party reviews .
- Independence and attendance: Independent status, ≥75% attendance, and participation in executive sessions bolster investor confidence .
- Compensation alignment: Director pay mix balanced between modest fixed cash ($90,000) and time‑based equity (~$180,000), with conservative plan features (one‑year vesting, no dividends on unvested awards, outside director limits) .
- Potential conflicts and related‑party exposure: No related‑party transactions disclosed for Hedley; Audit Committee (including Hedley) reviews related person transactions annually; CEO family employment was disclosed and subject to oversight procedures, not linked to Hedley .
- RED FLAGS: None identified specific to Hedley—no pledging/hedging, no interlocks, no attendance shortfalls, and no disclosed conflicts .