Krish Prabhu
SANMINAAbout Krish Prabhu
Independent director at Sanmina since 2019 (age 70), serving as Chair of the Nominating and Governance Committee and member of the Compensation Committee. He is an independent technology consultant (retired from AT&T in 2016, where he was CTO and President of AT&T Labs from 2011–2016) with prior CEO/leadership roles at Tellabs (2004–2008), Alcatel (1991–2001), and a venture partner tenure at Morgenthaler Ventures (2001–2004). Tenure on SANM’s board: 6 years; independence affirmed under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T | Chief Technology Officer; President, AT&T Labs | 2011–2016 | Led technology strategy and labs operations |
| Tellabs, Inc. | President & CEO | 2004–2008 | Senior executive leadership in telecom equipment |
| Alcatel | Senior management positions | 1991–2001 | Global leadership roles in telecom equipment |
| Morgenthaler Ventures | Venture Partner | 2001–2004 | Investment/strategic advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altera Corporation | Director | 2007–2015 | Technology oversight at a major semiconductor IP company |
| Ribon Communications Inc. | Director | 2020–2022 | Board service at a communications firm |
| Omniter (private) | Director | Not disclosed | Private company board role |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Compensation Committee; all board committees are comprised solely of independent directors. NGC met 4 times in FY2024; Compensation Committee met 6 times in FY2024.
- Independence and attendance: Board determined all non-employee directors (including Prabhu) are independent; every director achieved ≥75% attendance at Board and applicable committee meetings in FY2024; 100% director attendance at the 2024 Annual Meeting.
- ESG oversight: NGC has primary oversight of ESG matters; receives updates and reports to Board.
- Ownership/Trading policies: Directors must reach equity ownership equal to 4× the cash retainer within 3 years; hedging and pledging of company stock by directors is prohibited.
Fixed Compensation
| Component | SANM Policy (FY2024) | Prabhu FY2024 Actual |
|---|---|---|
| Annual Board retainer (cash) | $80,000 | Included in fees earned |
| Committee member retainer | $10,000 per committee | Compensation Committee: $10,000 |
| Committee chair fee | $15,000 NGC Chair | NGC Chair: $15,000 |
| Lead Independent Director fee | $40,000 (not applicable to Prabhu) | N/A |
| Fees earned or paid in cash (total) | N/A | $115,000 |
- Directors may convert cash retainers into RSUs vesting in one year or upon retirement at equivalent value.
Performance Compensation
| Element | Structure | Metrics | Value |
|---|---|---|---|
| Annual director equity grant | RSUs vesting 25% each quarterly anniversary over one year | None (time-based only) | $180,000 grant value |
| Equity cap | Max annual equity grant fair value for directors | N/A | $900,000 cap |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Public company boards | Altera Corporation (2007–2015); Ribon Communications Inc. (2020–2022) |
| Private/other boards | Omniter (private company) |
| Interlocks/conflicts | No compensation committee interlocks in FY2024; no related-party transactions disclosed involving Prabhu in FY2024. |
Expertise & Qualifications
- More than 30 years in technology/telecom leadership; executive/senior management, international business, risk/compliance, and cyber expertise (from job experience/education) considered by the NGC in board composition.
- Governance leadership: Chairs NGC, overseeing director succession, board evaluations, non-employee director compensation, and ESG reporting.
Equity Ownership
| Metric | Amount | Notes/Date |
|---|---|---|
| Beneficial ownership (shares) | 18,411 | As of 12/31/2024; less than 1% of shares outstanding |
| Unvested RSUs | 1,510 | As of FY2024 year-end |
| Ownership guideline | 4× cash retainer within 3 years | Directors meet or within initial compliance period |
| Hedging/Pledging | Prohibited for directors | Policy applies to directors/officers |
Insider Trades (Form 4, SANM – Krish A. Prabhu)
| Metric | 2024-02-02 | 2024-03-15 | 2024-08-06 | 2025-03-17 |
|---|---|---|---|---|
| Transaction type | Sale | Award (RSU/stock) | Sale | Award (RSU/stock) |
| Shares transacted | 4,326 | 3,020 | 4,803 | 2,496 |
| Price ($/share) | $62.664 | $59.61 | $67.386 | $76.12 |
| Post-transaction ownership | 20,949 shares | 23,969 shares | 19,166 shares | 21,662 shares |
Governance Assessment
- Strengths: Independence; leadership as NGC Chair (oversight of board effectiveness, succession, ESG); documented attendance thresholds; clear ownership alignment requirements for directors; prohibition on hedging/pledging; transparent and modest director pay structure with defined fees and time-based RSU grants.
- Potential watch items: Combined CEO/Chair structure persists (mitigated by Lead Independent Director role and executive sessions); monitor insider sale activity for alignment signals, though director awards and periodic sales are typical under policy. (insider trades: see SEC URLs above)
- Conflicts/related-party exposure: No related-party transactions disclosed for Prabhu; FY2024 related transactions limited to compensation of CEO’s family members (reviewed by Audit Committee).
- Engagement/oversight signals: NGC’s ESG oversight and board evaluation work, plus broad shareholder outreach and stable say-on-pay support (~80% in 2024), support governance quality and investor confidence.