Mythili Sankaran
SANMINAAbout Mythili Sankaran
Independent director of Sanmina (SANM), age 59, appointed June 2023. She is CEO and Co-founder of Neythri.org and Founding Managing Partner of the Neythri Futures Fund (since 2021), with prior senior roles at USIBC (Senior Executive Director & Head, Western Region, 2009–2014), Koollage, Palmsource, eVoice, Lucent Technologies, AT&T Bell Labs Innovations, and IBM Research Labs. She is independent under Nasdaq rules and currently serves on the Nominating and Governance Committee; Board attendance was at least 75% for each director in fiscal 2024 with 100% director attendance at the 2024 Annual Meeting. The Board highlights her experience in technology and international trade matters.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S.-India Business Council (USIBC) | Senior Executive Director & Head, Western Region | 2009–2014 | Not disclosed |
| Koollage, Inc. | Chief Executive Officer | Not disclosed | Not disclosed |
| Palmsource; eVoice; Lucent Technologies; AT&T Bell Labs Innovations; IBM Research Labs | Senior leadership roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neythri.org | Chief Executive Officer & Co-founder | Since 2021 | Not disclosed |
| Neythri Futures Fund | Founding Managing Partner | Since 2021 | Not disclosed |
Board Governance
- Committee assignments: Member, Nominating and Governance Committee; current NGC members are Krish Prabhu (Chair), Eugene A. Delaney (Retiring), Mario Rosati (Retiring), and Mythili Sankaran. NGC met four times in fiscal 2024; duties include Board composition/succession, annual Board & committee evaluations, director compensation recommendations, and ESG oversight.
- Independence: Board determined all non-employee directors are independent under Nasdaq rules; independent directors meet in executive session regularly. All Board committees consist solely of independent directors.
- Attendance and engagement: Board held four meetings in fiscal 2024; each director had ≥75% attendance for Board and relevant committees; all directors attended the 2024 Annual Meeting.
- Lead Independent Director transition: Eugene A. Delaney is retiring; independent directors will select a new Lead Independent Director after the Annual Meeting.
- Hedging/pledging policy: Hedging and pledging of company stock by officers and directors is prohibited; short sales and margin pledging barred.
- Director stock ownership guidelines: Directors must hold ≥4× the cash retainer within three years of becoming a director; all directors meet or are within the initial compliance period.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Unvested RSUs at FY End (#) |
|---|---|---|---|---|
| FY2023 (pro-rated from June 12, 2023) | 60,000 | 135,015 | 195,015 | 2,586 |
| FY2024 | 90,000 | 180,022 | 270,022 | 1,510 |
| Director Compensation Arrangements (FY2024) | Amount |
|---|---|
| Board annual cash retainer | $80,000 |
| Committee membership retainer (Audit, Compensation, NGC) | $10,000 per committee |
| Committee chair retainers | Audit: $30,000; Compensation: $25,000; NGC: $15,000 |
| Lead Independent Director retainer | $40,000 |
| Annual director equity grant (RSUs) | $180,000 grant-date fair value; vest 25% quarterly over one year |
| Ability to convert cash retainer into RSUs | Permitted; RSUs vest in one year or upon retirement |
| Director equity cap | ≤$900,000 grant-date fair value per fiscal year (stockholder-approved limit) |
Performance Compensation
- Directors receive time-based RSUs; no performance-vested director equity metrics are disclosed. Annual director RSUs vest 25% each quarter over one year.
- Change-in-control provisions for outside directors: If awards are assumed/substituted and the director is terminated not voluntarily (unless requested by acquirer), full vesting and lapse of restrictions occur; performance-based awards deemed achieved at 100% of target unless otherwise specified.
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| TSR/financial/ESG metrics for director equity | Not used; director RSUs are time-based |
Other Directorships & Interlocks
- Other public company boards: None disclosed in SANM’s proxy biography for Ms. Sankaran.
- Compensation committee interlocks: None during fiscal 2024 among Compensation Committee members; no reciprocal executive/director interlocks disclosed.
Expertise & Qualifications
- Board skills matrix shows experience in technology/IT, executive management, international business, accounting/audit/finance, board governance, risk management/compliance; cyber expertise from job experience or education.
- Board nominating factor notes her long experience in technology and international trade matters.
Equity Ownership
| As of Date | Shares Beneficially Owned | Approximate % of Outstanding | Notes |
|---|---|---|---|
| Dec 31, 2023 | 647 | <1% | Beneficial ownership per proxy table |
| Dec 31, 2024 | 4,851 | <1% | Beneficial ownership per proxy table |
- Unvested director RSUs at FY2024 year-end: 1,510 for Ms. Sankaran.
- Director ownership guideline: ≥4× cash retainer within 3 years; directors meet or are within compliance window.
- Hedging/pledging: Prohibited for directors.
Governance Assessment
- Strengths: Independent director; member of NGC overseeing Board composition, director pay, evaluations, and ESG; strong attendance; adherence to ownership guidelines; prohibitions on hedging/pledging enhance alignment; director equity capped and time-vested, with transparent compensation structure and independent benchmarking by Exequity.
- Potential conflicts/RED FLAGS: No related-party transactions disclosed for Ms. Sankaran; however, related-party employment involving the CEO’s family was disclosed (Audit Committee reviews these), representing a broader governance risk outside her remit. Hedging/pledging bans mitigate alignment risks; no tax gross-ups; no option repricing; change-in-control equity acceleration for outside directors is standard but should be monitored.
- Overall: Governance signals around Ms. Sankaran are positive—independence, committee engagement (NGC), and ownership policies suggest alignment with shareholders. No attendance or interlock concerns are disclosed.