Jonathan Faust
SANMINAAbout Jonathan Faust
Jonathan “Jon” Faust, 46, has served as Executive Vice President and Chief Financial Officer of Sanmina since December 18, 2023, following senior finance leadership roles at HP Inc., Aruba (an HPE company), and Hewlett Packard Enterprise over more than 20 years . Fiscal 2024 for Sanmina was a transition year: revenue declined 15.3%, non‑GAAP operating margin was 5.4% (down 40 bps), non‑GAAP diluted EPS was $5.28, and cash flow from operations reached $340 million; the company repurchased 4.0 million shares for $227 million . Sanmina’s annual incentive plan metrics were revenue, non‑GAAP operating margin, and a cash flow modifier, and PSUs are tied to three‑year cumulative non‑GAAP EPS, aligning pay with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HP Inc. | Global Controller and Head of Finance Transformation & Corporate Services | Aug 2021–Dec 2023 | Led global controllership and finance transformation; oversight of corporate services in a large multinational . |
| Aruba (HPE company) | Chief Financial Officer | Feb 2020–Jul 2021 | CFO for networking solutions provider; drove finance operations supporting growth in enterprise networking . |
| Hewlett Packard Enterprise | SVP & CFO – Hybrid IT; SVP – WW FP&A & Global Functions Finance; VP & CFO – Technology & Operations | ~2001–Jan 2020 (most recent Aug 2018–Jan 2020) | Senior finance leadership across Hybrid IT, FP&A, and operations; transformational initiatives at scale . |
External Roles
- No public company directorships or external board roles disclosed in the cited filings .
Fixed Compensation
| Component | Fiscal Year | Amount / Terms |
|---|---|---|
| Base Salary (annual rate) | FY2024 | $650,000 upon appointment as CFO effective Dec 18, 2023 . |
| Base Salary (paid) | FY2024 | $487,500 (partial year) . |
| Target Bonus % of Salary | FY2024 | 100% of base salary (cap 150%) . |
| Actual Bonus Paid | FY2024 | $682,500 (corporate performance factor 105%) . |
| Other Compensation | FY2024 | $2,300 (business travel accident insurance premiums) . |
Performance Compensation
Annual Incentive (STI) – FY2024
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue | Not disclosed | Matrix with revenue bands (e.g., $7.10–$7.60B, etc.) | $7.57B | Contributed to 80% base corporate factor (with margin) . | |
| Non‑GAAP Operating Margin | Not disclosed | Matrix with margin bands (e.g., 4.901%–5.300%, etc.) | 5.4% | Contributed to 80% base corporate factor (with revenue) . | |
| Cash Flow from Operations (modifier) | Modifier | >$300M adds +25%; $350M adds +30% | $340M | +25% to corporate factor → overall 105% factor . | |
| CFO Annual Bonus | n/a | Target $650,000 | Corporate factor 105% | $682,500 (paid) | Cash; annual plan . |
Long‑Term Incentives (LTI) – Grants in FY2024
| Award Type | Grant Date | Shares/Target | Metric | Payout Curve | Vesting |
|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | Jan 16, 2024 | Target 30,000 (Threshold 21,000; Max 39,000) | 3‑Year cumulative non‑GAAP EPS (FY2024–FY2026) | 70%–130% of target; no payout below threshold | Vests based on performance at end of 3‑year period . |
| Restricted Stock Units (RSUs) | Jan 16, 2024 | 90,000 total | n/a | n/a | 2/3 over first three anniversaries and 1/3 on fourth anniversary of grant . |
Equity Ownership & Alignment
| Item | As of / Terms | Detail |
|---|---|---|
| Beneficial Ownership (SEC) | Dec 31, 2024 | 0 shares; <1% of outstanding . |
| Stock Ownership Guidelines | Ongoing | CFO must hold 4× base salary; 5 years to comply; unvested time‑based RSUs count, PSUs do not; all NEOs currently satisfy guidelines . |
| Hedging/Pledging | Policy | Hedging and pledging prohibited for officers and directors . |
| Options | FY2024 YE | No options outstanding . |
Outstanding Stock Awards at FY2024 Year‑End (grant 1/16/2024):
| Award | Shares | Market/Payout Value | Vesting Schedule |
|---|---|---|---|
| RSU (1‑year) | 20,000 | $1,377,400 (at $68.87 close) | Vests in full one year from grant . |
| RSU (2‑year) | 20,000 | $1,377,400 | Vests in full two years from grant . |
| RSU (3‑year) | 20,000 | $1,377,400 | Vests in full three years from grant . |
| RSU (4‑year) | 30,000 | $2,066,100 | Vests in full four years from grant . |
| PSU (2024–2026) | 30,000 target | $2,066,100 (target value basis) | Vests based on 3‑year cumulative non‑GAAP EPS (70%–130% payout) . |
Notes:
- Upcoming RSU vest dates create potential selling pressure around anniversaries of Jan 16, 2025 / 2026 / 2027 / 2028 subject to trading windows and holding requirements; hedging/pledging is disallowed .
Employment Terms
| Term | Detail |
|---|---|
| Appointment & Role | Appointed Executive VP & CFO effective Dec 18, 2023 . |
| Initial Compensation Package | Base $650,000; target bonus 100% (max 150%); 90,000 time‑based RSUs (vest within four years); 30,000 PSUs tied to Corporate Budget targets over three years . |
| Employment Agreements | Sanmina does not have employment agreements with NEOs (general policy) . |
| Change‑in‑Control (CIC) Plan | Double‑trigger; for CFO: (1) lump sum 2× base salary and 1× target bonus; (2) full acceleration of unvested equity; (3) 18 months health insurance premiums; no tax gross‑ups . |
| Estimated CIC Benefits (as of FY2024 YE) | Salary $1,300,000 (2×); Target Bonus $650,000; Accelerated Equity $8,264,400; Health $52,083; Total $10,266,483 . |
| Clawback | SEC Section 304 disgorgement; expanded policy effective Oct 2, 2023 to recoup excess incentive comp over 3 years after any material restatement . |
| Insider Trading Policy | Insider trading policy in 10‑K exhibit; prohibits hedging/pledging; windows enforced . |
| Perquisites & Benefits | Customary benefits; no extraordinary perqs; FY2024 other comp of $2,300 for travel accident insurance; no executive pension/SERP; optional non‑qualified deferred comp plan (CFO not a participant in FY2024) . |
Compensation Committee Analysis
- Committee members (FY2024): Eugene A. Delaney (Retiring Chair), Joseph G. Licata, Jr., Krish Prabhu; 6 meetings; oversees executive pay, equity plans, STI design, and compensation risk .
- Independent consultant: Exequity, LLP advised on peer benchmarking, LTI design, and trends; Committee determined Exequity independent (fees <3% of firm revenue; no conflicts) .
- Design features: Pay‑for‑performance emphasis; simplified STI metrics (revenue, non‑GAAP operating margin; cash flow modifier); PSUs tied to 3‑year cumulative non‑GAAP EPS with 70%–130% payouts; capped incentives; stock ownership guidelines; clawback policy; no option repricing, tax gross‑ups, single‑trigger CIC, or hedging/pledging .
Compensation Peer Group (used for FY2024 decisions)
- Amphenol, Arrow Electronics, Avnet, Benchmark Electronics, Celestica, Curtiss‑Wright, Fabrinet, Flex, Jabil, Keysight Technologies, Plexus, Seagate Technology, TTM Technologies, Western Digital .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~80%; extensive outreach with investors representing ~70% of shares; no requested changes to exec pay program post‑2024; program refinements since 2020 maintained (e.g., fewer STI metrics, PSU slope, removal of discretionary TSR adjustments starting in 2023) .
Equity Ownership & Beneficial Owners Context
- Beneficial ownership table (Dec 31, 2024): Faust shows no beneficial ownership; large holders include BlackRock (20.37%), Vanguard (13.2%), Dimensional (8.5%); CEO Jure Sola at 1,437,517 shares (2.67%) .
- Executive ownership guidelines count unvested time‑based RSUs toward compliance (but not PSUs), which can reconcile low SEC beneficial ownership with guideline compliance .
Investment Implications
- Alignment: CFO’s comp is heavily equity‑based (RSUs + PSUs) with PSUs tied to 3‑year EPS, supporting multi‑year value creation; STI metrics directly link annual pay to revenue, margin, and cash generation .
- Retention and selling pressure: Significant scheduled RSU vesting across 1–4 years (20k/20k/20k/30k) and PSU cliff vesting after FY2026 create periodic liquidity events; prohibited hedging/pledging and trading windows limit opportunistic sales but vest timing can still drive supply dynamics .
- CIC economics: Double‑trigger acceleration and 2× salary + 1× target bonus produce meaningful CIC payout (~$10.27M) and accelerations, which could influence negotiation posture in strategic transactions; no single‑trigger or tax gross‑ups mitigates shareholder‑unfriendly structures .
- Ownership signal: SEC beneficial ownership shows zero for Faust as of Dec 31, 2024, but policy counts unvested time‑based RSUs toward guidelines and management discloses all NEOs meet guidelines; investors should monitor actual share accumulation over time for stronger alignment signals .
- Program quality: Independent committee and consultant, capped incentives, clawback, and governance practices reduce pay‑related risk; simplified, non‑overlapping metrics across STI/LTI improve line‑of‑sight and reduce gaming risk .
Overall, Faust’s package balances retention (multi‑tranche RSUs) and performance (3‑year EPS PSUs) with robust governance. Watch for PSU achievement trends through FY2026, actual share accumulation versus guidelines, and vest‑driven sale windows as potential trading signals tied to compensation mechanics .