Susan Barnes
SANMINAAbout Susan K. Barnes
Susan K. Barnes (age 71) is an independent director of Sanmina (SANM) and has served on the Board since June 2023. A veteran technology finance leader, she was CFO of Pacific Biosciences (2010–2020), CFO of Intuitive Surgical (1997–2005), co‑founder and CFO of NeXT, and Controller of Apple’s Macintosh division, bringing deep operating and audit/finance expertise to Sanmina’s boardroom . She is currently a member of the Audit Committee; all Audit Committee members are deemed “audit committee financial experts” under SEC rules .
Past Roles
| Organization | Role | Tenure (Years) | Committees/Impact |
|---|---|---|---|
| Pacific Biosciences, Inc. | EVP & Chief Financial Officer | 2010–2020 | Led finance for life sciences tech company |
| Intuitive Surgical | SVP, Finance & Chief Financial Officer | 1997–2005 | Scaled finance at leading medtech firm |
| Jefferies & Co. (Private Equity Group) | Managing Director | 1994–1996 | Investment/PE experience |
| Richard C. Blum & Associates | CFO & Managing Director | 1991–1994 | Investment management finance leadership |
| NeXT Computer | Co‑founder; VP & Chief Financial Officer | 1985–1991 | Early-stage/operating finance leadership |
| Apple – Macintosh Division | Controller | 1981–1985 | Systems/finance controls experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Not disclosed in SANM 2025 proxy | — | — | No other public company directorships disclosed for Ms. Barnes in the proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (6 of 7 nominees independent) |
| Director since | 2023 (tenure ~2 years as of proxy) |
| Committees | Audit Committee member |
| Committee chair roles | None (Audit Committee chaired by Susan A. Johnson) |
| Audit financial expert | Yes (all Audit Committee members are “audit committee financial experts”) |
| Audit Committee meetings (FY2024) | 8 meetings |
| Attendance | All directors achieved ≥75% Board and committee attendance in FY2024; 100% attendance at 2024 Annual Meeting |
| Board refreshment policy | No non‑employee director ≥75 may stand for reelection absent special circumstances |
Fixed Compensation
| Component | Company Policy FY2024 | Ms. Barnes – FY2024 Actual |
|---|---|---|
| Board cash retainer | $80,000 annual cash retainer | $90,000 fees earned (base + committee) |
| Committee member retainer | +$10,000 per committee membership | Included in the $90,000 |
| Committee chair retainers | Audit +$30,000; Comp +$25,000; NGC +$15,000 | N/A (not a chair) |
| Lead Independent Director add’l | +$40,000 | N/A (not LID) |
| Meeting fees | Not specified in proxy | — |
Performance Compensation
| Component | Award Value (FY2024) | Instrument | Vesting | Notes |
|---|---|---|---|---|
| Annual director equity grant | $180,022 | RSUs | 25% each quarter over one year | Standard non‑employee director grant in FY2024 |
| Unvested RSUs at FY2024 end | 1,510 | RSUs | Per grant terms | Unvested as of Sept 28, 2024 |
Director equity is time‑based RSUs; the proxy does not disclose performance metrics (e.g., TSR or EPS) for non‑employee director awards .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company boards (current) | None disclosed for Ms. Barnes in SANM proxy |
| Compensation Committee interlocks (SANM) | None during FY2024 (committee interlocks and insider participation) |
Expertise & Qualifications
- Deep operating and finance leadership across leading tech/medtech firms (CFO at PacBio and Intuitive Surgical; co‑founder/CFO at NeXT; Controller at Apple Macintosh) .
- Audit/finance skills recognized; all Audit members designated audit committee financial experts .
- Board skills matrix highlights “Accounting, audit and corporate finance” expertise; 7/7 directors possess this capability .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested RSUs (FY2024-end) | Ownership Guidelines | Hedging/Pledging |
|---|---|---|---|---|---|
| Susan K. Barnes | 4,851 | <1% | 1,510 | Directors must hold ≥4x cash retainer within 3 years; all directors meet or are within compliance period | Hedging and pledging prohibited for directors |
Additional compliance and alignment indicators:
- Section 16(a) reporting: Company states directors and officers met timely filing requirements in FY2024 .
- Related party transactions: FY2024 related‑party disclosures involve CEO family employment; no transactions involving Ms. Barnes are listed .
Governance Assessment
- Strengths: Independent Audit Committee membership with financial expert designation; solid attendance and engagement; director ownership guidelines and anti‑hedging/pledging policy align incentives; cash/equity mix (~33%/67%) supports shareholder alignment .
- Compensation structure: Non‑employee director pay follows market norms ($80k cash base + committee retainers; ~$180k RSUs vesting quarterly; equity award cap at $900k), limiting excess and emphasizing equity alignment .
- Conflicts: No Compensation Committee interlocks; no related‑party transactions disclosed for Ms. Barnes; Section 16 compliance affirmed—low governance risk from conflicts/filings .
- Board climate: Say‑on‑pay support ~80% in 2024 indicates acceptable shareholder sentiment toward compensation governance more broadly; continued outreach reported .
RED FLAGS: None identified specific to Ms. Barnes based on the 2025 proxy. Company‑level related‑party employment relates to CEO’s family, not Ms. Barnes .