Joseph Licata, Jr.
SANMINAAbout Joseph G. Licata, Jr.
Independent director of Sanmina since August 2007; age 64; currently Managing Partner – Private Equity at BlueArc Capital (since April 2014) . He is designated independent under Nasdaq rules and serves on the Audit and Compensation Committees; the Audit Committee classifies all members as “audit committee financial experts” . His tenure at Sanmina is ~18 years as of the 2025 proxy; directors achieved at least 75% attendance in 2024 and had 100% attendance at the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens Enterprise Networks, LLC | President & Chief Executive Officer | 2001–2006 | Led enterprise communications business; CEO/operating experience cited for board nominating factors . |
| SER Solutions, Inc. | President & Chief Executive Officer | Jul 2007–Oct 2008 | Led global call management/speech analytics company until acquisition . |
| Peopleclick Authoria, Inc. | Chief Executive Officer | Apr 2010–Nov 2010 | HR process management software and services CEO role . |
| Synergy Leadership, LLC | Chief Executive Officer, Founder | Jan 2011–Apr 2014 | Board/CEO advisory (growth strategy, operations, value creation) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlueArc Capital | Managing Partner – Private Equity | Apr 2014–Present | Private equity leadership; current principal occupation . |
| Brunswick Bowling Products | Chairman of the Board | Current | Board leadership role (company not identified as public in proxy) . |
| Choice Adhesives Corp. | Past Chairman of the Board | Past | Prior board leadership (company not identified as public in proxy) . |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member. Audit met 8 times in FY2024; Compensation met 6 times in FY2024 .
- Audit financial expertise: All Audit Committee members, including Licata, are deemed audit committee financial experts under Reg S-K 407(d)(5) .
- Independence: Board states 6 of 7 nominees are independent; all committees are fully independent .
- Attendance: All directors met or exceeded 75% meeting attendance in FY2024; 100% director attendance at the 2024 Annual Meeting .
- Lead Independent Director: Role held by Eugene A. Delaney during FY2024; a successor to be selected upon his retirement at the 2025 Annual Meeting (not Licata) .
- Interlocks: No Compensation Committee interlocks or insider participation disclosed for FY2024 .
- Related-party oversight: Audit Committee reviews related-person transactions; FY2024 related persons disclosed involve CEO family, none for Licata .
Fixed Compensation (Director)
| Component | FY2024 Sanmina Policy | Licata FY2024 Amount |
|---|---|---|
| Annual Board cash retainer | $80,000 | Included in cash below . |
| Committee membership fee | $10,000 per committee (Audit, Compensation, N&G) | 2 committees = $20,000 . |
| Committee chair fee | Audit $30,000; Compensation $25,000; N&G $15,000 | Not applicable (not a chair) . |
| Lead Independent Director fee | $40,000 | Not applicable (not Lead Director) . |
| Cash fees earned/paid (FY2024) | — | $100,000 . |
Performance Compensation (Director Equity)
| Instrument | Grant Value/Terms | Vesting | FY2024 Licata Detail |
|---|---|---|---|
| RSUs (annual director grant) | $180,000 aggregate grant date value under 2019 Plan | 25% on each of first four quarterly anniversaries of grant | Stock awards (ASC 718 grant-date fair value): $180,022 . |
| RSUs in lieu of cash retainer (optional) | Directors may convert cash retainers into RSUs; same value; vest in one year or upon retirement | As stated | Not separately disclosed for Licata . |
| Options/PSUs | No director options or PSUs disclosed; equity limited to RSUs; one-year minimum vesting policy at plan level with limited exceptions . | — | Not applicable . |
Director equity cap: Non-employee director equity awards capped at $900,000 grant-date fair value per fiscal year (stockholder-approved) .
Director Compensation (FY2024 Summary)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($, ASC 718) | Total ($) |
|---|---|---|---|
| Joseph G. Licata, Jr. | 100,000 | 180,022 | 280,022 |
Unvested RSUs at FY2024 year-end: Licata held 1,510 unvested restricted stock units .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the proxy beyond Sanmina . |
| Private company boards | Chairman, Brunswick Bowling Products (current); past Chairman, Choice Adhesives Corp. . |
| Committee interlocks (Compensation) | None in FY2024 . |
Expertise & Qualifications
- CEO/Chair experience across multiple industries; operational full potential and value creation focus .
- Audit/finance oversight (Audit Committee member; deemed financial expert by committee-wide designation) .
- Strategy, M&A/PE background (BlueArc Capital managing partner; prior operating CEO roles) .
- Board governance and compensation oversight (Compensation Committee member; co-signer of Compensation Committee Report) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Approx. % of Outstanding | Notes |
|---|---|---|---|
| Dec 31, 2024 | 49,585 | * (<1%) | Based on Security Ownership table; “*” denotes less than 1% . |
| Dec 31, 2023 | 84,920 | * (<1%) | Prior-year Security Ownership table; “*” denotes less than 1% . |
| Unvested RSUs (FY2024 year-end) | 1,510 units | — | Director annual RSUs vest quarterly over one year . |
Additional alignment policies
- Director stock ownership guideline: 4x annual cash retainer within three years; all directors meet or are within initial compliance period .
- Hedging/pledging: Prohibited for directors under policy; Company highlights “No hedging or pledging” among governance practices .
Governance Assessment
- Strengths: Longstanding independent director with CEO/operational experience; serves on Audit and Compensation Committees; Audit Committee financial expertise designation; meets attendance thresholds; no related-person transactions disclosed involving Licata; hedging/pledging prohibited; director equity capped and time-based vesting supports retention and alignment .
- Potential watch items: Extended tenure (≈18 years) may raise perceived independence/refreshment questions, though the Board affirms independence and is actively refreshing with policies (age cap; recent additions) .
- Alignment: FY2024 director pay split roughly 36% cash / 64% equity for Licata, consistent with market norms; ownership guidelines and RSU vesting encourage ongoing alignment; beneficial ownership <1% is typical for non-employee directors at a mid-cap issuer .
- Committee workload/engagement: Sits on two key committees (Audit: 8 meetings; Compensation: 6 meetings in FY2024) evidencing engagement across financial oversight and pay-risk matters .
- Conflicts/interlocks: None reported; Compensation Committee interlocks expressly denied for FY2024 .
RED FLAGS: None identified specific to Licata in FY2024 disclosures (no related-party exposure; attendance met threshold; no hedging/pledging; no option repricing) .