Susan Johnson
SANMINAAbout Susan A. Johnson
Susan A. Johnson (age 59) is an independent director of Sanmina (SANM) since December 2021, and currently serves as Executive Vice President and General Manager, Wireline Transformation and Supply Chain at AT&T Communications, Inc. (since November 2022), following prior senior leadership roles at AT&T (2000–2022) and earlier experience in investment banking at Smith Barney . She chairs Sanmina’s Audit Committee and is designated independent under Nasdaq rules; in fiscal 2024 each director met the 75%+ attendance threshold and all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Communications, Inc. | EVP & GM, Wireline Transformation and Supply Chain | Nov 2022–present | Large-scale wireline transformation, supply chain oversight |
| AT&T | EVP, Global Connections & Supply Chain | 2014–Nov 2022 | Global supply chain leadership |
| AT&T | SVP roles: Investor Relations; Customer Information Services; Business Development; Corporate Strategy & Planning | 2000–2014 | Strategy, planning, IR leadership |
| Smith Barney | Investment Banking | Not disclosed (prior to 2000) | Capital markets background |
External Roles
- No other public-company directorships disclosed for Ms. Johnson in the latest proxy .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq standards . |
| Committees | Audit Committee Chair; other members: Susan K. Barnes, David V. Hedley III, Joseph G. Licata, Jr. . |
| Audit Committee Expertise & Meetings | All Audit members are “audit committee financial experts” (Reg S-K 407(d)(5)); 8 meetings in fiscal 2024 . |
| Audit Committee Report | Oversight of PwC audit, ICFR, accounting quality; recommended inclusion of FY2024 audited financials in 10-K (signed by Johnson as Chair) . |
| Attendance | Board held 4 meetings in fiscal 2024; all directors ≥75% attendance; 100% attendance at 2024 Annual Meeting . |
| Executive Sessions | Independent directors meet regularly in executive session . |
| Stockholder Engagement & Say-on-Pay | 2024 say-on-pay support ~80%; broad investor outreach . |
| ESG Oversight | Nominating & Governance Committee oversees ESG; Board receives updates . |
Fixed Compensation
| Component (FY2024 unless noted) | Amount/Terms | Source |
|---|---|---|
| Annual Board cash retainer | $80,000 (non-employee directors) [structure] | |
| Committee membership retainer | $10,000 (Audit/Comp/NGC) [structure] | |
| Committee chair retainer | Audit Chair: +$30,000; Comp Chair: +$25,000; NGC Chair: +$15,000 [structure] | |
| Lead independent director retainer | +$40,000 [structure] | |
| Ms. Johnson – Fees earned (FY2024) | $120,000 (Base $80k + Audit member $10k + Audit Chair $30k) | |
| Ms. Johnson – Fees earned (FY2023) | $120,000 |
Directors may elect to convert cash retainers into RSUs vesting over one year or upon retirement .
Performance Compensation
| Equity Element | FY2024 Grant Mechanics | Vesting | Value (Johnson FY2024) |
|---|---|---|---|
| Director RSUs (annual) | Granted under 2019 Plan to non-employee directors | 25% on each of the first four quarterly anniversaries | $180,022 grant-date fair value |
| Director RSUs (FY2023 comparator) | Same program; pro-ration if appointed mid-year | Quarterly vesting cadence | $179,977 grant-date fair value |
Sources: Program terms ; FY2024 amounts ; FY2023 amounts .
Other Directorships & Interlocks
- Compensation Committee interlocks: None in fiscal 2024 (no reciprocal executive/director relationships involving Sanmina executive officers) .
- No director-related party transactions are disclosed for Ms. Johnson; related person items disclosed in FY2024 involved the CEO’s family members as employees, reviewed under Audit Committee policy .
Expertise & Qualifications
- Corporate strategy, business development, supply chain management, sustainability (board nominating factor) .
- As Audit Chair, contributes financial oversight; committee designated as financial experts under SEC rules .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Susan A. Johnson | 7,451 | <1% |
Source: Beneficial ownership table as of Dec 31, 2024 .
Additional alignment policies:
- Director stock ownership guideline: ≥4× annual cash retainer within 3 years; all directors meet or are within compliance period .
- Hedging and pledging of Sanmina shares by directors is prohibited .
Governance Assessment
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Strengths for investor confidence:
- Independent Audit Committee Chair with deep operational and supply chain background; committee met 8× in FY2024 and is comprised entirely of SEC-defined financial experts, with active oversight of external audit and ICFR .
- Strong attendance and engagement; all directors ≥75% meetings and 100% attendance at 2024 Annual Meeting .
- Balanced director pay mix (cash + equity), stable year-over-year; clear caps and an annual equity limit ($900k) consistent with governance best practice .
- Robust alignment policies (ownership guidelines; anti-hedging/pledging), and no related-party transactions involving Johnson disclosed .
-
Potential watch items:
- None flagged specific to Johnson; no interlocks or related-party ties disclosed, and say-on-pay support (~80%) suggests generally constructive shareholder sentiment toward the board’s oversight of compensation .