Jure Sola

About Jure Sola

Jure Sola, age 74, is Sanmina’s co‑founder and has served as Chairman and Chief Executive Officer since August 2020 (previously CEO from 1991–2017; Executive Chairman 2017–2020). He has been a director since 1989 (36 years of board service) and brings 40+ years of EMS industry operating experience . Under fiscal 2024, Sanmina’s revenue declined 15.3%, with non‑GAAP operating margin of 5.4% and non‑GAAP EPS of $5.28; the company generated $340M of cash from operations and repurchased 4.0M shares for $227M . Pay‑versus‑performance disclosures show cumulative TSR value of a $100 investment at $259 in 2024 (peer group $297) and GAAP net income of $222.5M, with Company‑selected non‑GAAP EPS of $5.28 .

Past Roles

External Roles

No external public company directorships or committee roles for Mr. Sola are disclosed in the latest proxy biography .

Fixed Compensation

Performance Compensation

• Short‑term incentive (STI) design and results (FY 2024):
  • Metrics: revenue and non‑GAAP operating margin; modifier: cash flow from operations .
  • Actuals: Revenue $7.57B; non‑GAAP operating margin 5.4%; cash flow from operations $340M .
  • Corporate performance factor: 105% (80 points from revenue/margin grid; +25 points from cash flow modifier) .

• CEO bonus calculation (FY 2024): base salary $1,250,000; target 187.5% ($2,343,750); applied at 105% results in $2,460,938 paid .

• Long‑term incentives (LTI) structure:

  • PSUs: 3‑year cumulative non‑GAAP EPS; payout 70%–130% (minimum threshold required) . Beginning 2023, committee discretion to adjust for relative TSR was removed for new grants .
  • RSUs: Time‑based; vest over 3 years for CEO (one‑third annually) .

Equity Ownership & Alignment

• Beneficial ownership (includes direct/indirect; excludes PSU targets; trust footnote noted): | As of Dec 31 | Shares beneficially owned | Approx. % of outstanding | |---|---:|---:| | 2022 | 1,343,078 | 2.33% | | 2023 | 1,314,156 | 2.39% | | 2024 | 1,437,517 (incl. 214,070 in Sola Family Trust) | 2.67% |

• Vested vs. unvested (selected data):

  • Stock awards vested in FY 2024: 440,000 shares vested; value realized $22,114,400 .
  • No stock options outstanding for NEOs at FY2024 year‑end; CEO exercised 200,000 options in FY 2024 (value realized $8,942,201) .
  • Selected outstanding unearned awards at FY2024 year‑end (valued at $68.87):
    • 12/15/2022 PSUs target 150,000 ($10,330,500) .
    • 12/15/2023 PSUs target 150,000 ($10,330,500) .
    • 12/15/2023 RSUs 100,000 ($6,887,000) .
    • 12/15/2022 RSUs 50,000 ($3,443,500) .

• Alignment policies:

  • Ownership guidelines: CEO 5× base salary; 5 years to comply; all NEOs currently satisfy .
  • Mandatory holding period: CEO must hold all shares from awards for at least one year (or until service ends) .
  • Hedging/pledging: Prohibited for officers and directors; no margin accounts or pledging allowed .

Employment Terms

• Employment agreements: Sanmina has no individual employment agreements with NEOs (including CEO) .
• Change‑in‑control (CIC) plan (double trigger): if terminated without cause or resigns for good reason within the protected period following a CIC, CEO receives 2× base salary + 1× target bonus, full vesting of unvested equity, and 18 months of health premiums; no excise tax gross‑up .

• Clawback policy: Updated Oct 2, 2023 to recover excess incentive comp (cash and equity) paid in the 3 years following the filing of financial results that are later restated; supplements SOX 304 .

• Deferred compensation: CEO participates in non‑qualified plan; FY2024 aggregate earnings $2,405,001; aggregate balance $11,397,490 [55].

Board Governance (dual‑role implications)

• Board leadership: CEO also serves as Chairman; Board maintains a Lead Independent Director with defined responsibilities (agenda setting, executive sessions, stockholder communications) to balance combined roles . All three standing committees (Audit, Compensation, Nominating & Governance) consist solely of independent directors .
• Independence/attendance: 6 of 7 nominees are independent; all directors had ≥75% attendance in FY2024 and 100% attended the 2024 annual meeting .
• Executive sessions: Independent directors regularly meet in executive session .
• Compensation Committee interlocks: None in FY2024 .

Director Compensation (for directors)

• Non‑employee directors receive: $80,000 annual cash retainer; $10,000 per committee membership; committee chair retainers ($30k Audit; $25k Compensation; $15k Nominating/Gov); Lead Independent Director retainer $40,000; plus ~$180,000 annual RSU grant (quarterly vesting in one year) .
• Historical note: As an employee‑director, Mr. Sola did not receive additional director compensation (policy example from prior proxy) .

Compensation Structure Analysis

• Mix and design:

  • High at‑risk, equity‑heavy pay: ~78% of CEO target pay in equity; 61% performance‑based for CEO; PSUs focus on 3‑yr cumulative non‑GAAP EPS (70%–130% payout) .
  • STI simplification since 2020: reduced to two financial metrics (revenue, non‑GAAP op margin) with cash flow modifier; non‑overlapping with LTI metrics .

• FY2024 outcomes vs plan:

  • Corporate factor 105% drove CEO bonus above target (187.5% target × 105% = $2.46M), despite revenue down 15.3% and margin down 40 bps YoY, reflecting strong cash generation and matrix design .

• Governance safeguards:

  • No tax gross‑ups; capped incentives; clawback in place; CEO one‑year holding; no hedging/pledging; CIC severance levels below median .

Say‑on‑Pay & Shareholder Feedback

• FY2024 say‑on‑pay support ~80%; post‑season outreach to holders of ~70% of shares; no investor requests to change CEO pay or program .

Compensation Peer Group (used for benchmarking)

Amphenol, Arrow Electronics, Avnet, Benchmark Electronics, Celestica, Curtiss‑Wright, Fabrinet, Flex, Jabil, Keysight, Plexus, Seagate, TTM Technologies, Western Digital .

Related Party Transactions and Other Risk Indicators

• Related‑party employment: CEO’s brother (VP, Business Development) ~$541k; daughter (BD Manager) ~$340k; son (Account Manager) ~$153k in FY2024 (reviewed by Audit Committee) .
• CEO pay ratio: 1,165:1 (FY2024) .
• Hedging/pledging: Prohibited for directors/officers .
• Option repricing: Not permitted .

Performance & Track Record (context)

Fiscal 2024 narrative: revenue down 15.3%, non‑GAAP operating margin 5.4% (‑40 bps), non‑GAAP EPS $5.28, cash from operations $340M, share repurchases $227M for 4.0M shares .

Employment & Contracts Snapshot

• Start at Sanmina: co‑founded 1980; President 1989; CEO since Aug 2020 .
• No fixed‑term employment agreement; standard CIC plan with double‑trigger protection (details above) .
• Non‑compete/non‑solicit: Not disclosed for CEO; separation agreement non‑solicit noted for departing CFO (illustrative) .

Equity Grant and Vesting Schedules (selected CEO awards)

Director Service and Governance Quality (Board)

• Committees: Audit (all financial experts), Compensation, Nominating & Governance—independent membership; 8, 6, and 4 meetings respectively in FY2024 .
• Lead Independent Director: independent outside director; new LID to be selected upon incumbent’s retirement at the 2025 annual meeting .

Investment Implications

• Alignment and incentives: CEO pay emphasizes multi‑year EPS PSUs (70–130% payout) and a mandatory one‑year holding period on award shares—strong alignment and mitigated near‑term selling pressure despite sizable FY2024 vesting (440k shares) .
• Execution and pay outcomes: FY2024 STI paid above target (105% factor) driven by cash generation and grid design, even as revenue declined and margins compressed—investors should weigh cash conversion durability against top‑line softness .
• Retention risk: Significant ongoing unvested equity (e.g., 2023/2024 PSUs and RSUs) and ownership/holding policies reduce near‑term departure risk; no employment agreement but CIC protection exists (double‑trigger) .
• Governance watch‑items: Combined Chair/CEO offset by an empowered Lead Independent Director and fully independent committees; ongoing related‑party employment of family members is a recurring governance overhang to monitor .
• Shareholder signals: ~80% say‑on‑pay support and no investor push for program changes post‑outreach indicate current design is broadly acceptable, but relative TSR lag vs peers in FY2024 warrants continued scrutiny of long‑term value creation vs. pay outcomes .

Sources: Sanmina 2025, 2024, 2023 DEF 14A filings; selected 8‑K items as cited above.