Plexus Corp DEF 14A, filed Dec 15, 2023

About this DEF 14A

Plexus Corp (PLXS)

DEF 14A 2023-12-15 For: 2024-02-14

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Plexus Corp filed this DEF 14A on December 15, 2023.

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DATE AND TIME February 14, 2024 8:00 a.m. CST	ITEMS OF BUSINESS

ACCESS THE VIRTUAL ANNUAL MEETING This year’s annual meeting will be held virtually. Shareholders may participate in the virtual annual meeting by logging in at the following link and providing the control number found in the Notice of Internet Availability of Proxy Materials: www.virtualshareholdermeeting.com/PLXS2024	1	Elect 10 Directors (pg. 9)

	2	Approve executive compensation by an advisory vote (pg. 71)


RECORD DATE Shareholders of record at the close of business on December 8, 2023, are entitled to attend and vote at the annual meeting. As of the Record Date, Plexus had 27,504,188 shares of common stock outstanding. Each outstanding share of common stock is entitled to one vote on each matter presented. Any shareholder entitled to vote may vote either at the virtual meeting or by duly authorized proxy.	3	Ratify the selection of PricewaterhouseCoopers LLP as our independent auditors (pg. 74)

	4	Approve the Plexus Corp. 2024 Omnibus Incentive Plan (pg. 75)

	5	Transact such other business as may properly come before the meeting

What We Do & Who We Are	1
Meeting & Voting Information	3
Items of Business	5
Security Ownership of Certain Beneficial Owners & Management	7
Proposal 1 – Election of Directors	9
Corporate Governance	18
Plexus Corp. Board of Directors	18
Shareholder Protections & Corporate Governance Best Practices	18
Board Composition & Structure.	19
Board & Committee Responsibilities	21
Board Governance Processes	23
Director Compensation for Fiscal 2023	25
Director Fees & Arrangements.	26
Stock Ownership Guidelines & Stock Compensation for Directors	26
Director Participation in Deferred Compensation Plan	27
Board’s Role in Risk Oversight	28
Cybersecurity Risk	29
Environmental, Social & Governance (ESG)	30
Compensation Discussion & Analysis	33
Executive Summary	33
Executive Compensation Governance Best Practices	34
Executive Compensation Philosophy, Goals & Process	35
Elements & Analysis of Direct Compensation	38
Elements & Analysis of Other Compensation.	50
Compensation Committee Report.	52
Executive Compensation	53
Summary Compensation Table for Fiscal 2023	53
Grants of Plan-Based Awards for Fiscal 2023	56
Outstanding Equity Awards at Fiscal 2023 Year-End	57
Option Exercises & Stock Vested in Fiscal 2023	59
Nonqualified Deferred Compensation in Fiscal 2023	59
Employment Agreements & Potential Payments	61
Pay Ratio Disclosure	67
Pay Versus Performance	68
Compensation & Risk	70
Proposal 2 – Advisory Vote on Executive Compensation	71
Certain Transactions	72
Report of the Audit Committee	73
Proposal 3 – Ratify Independent Auditors	74
Fees & Services	74
Proposal 4 – Approval of the Plexus Corp. 2024 Omnibus Incentive Plan	75
Householding & Solicitation	84
Appendix A – Plexus Corp. 2024 Omnibus Incentive Plan	86


	Index of frequently accessed information
	Beneficial Owners			7
	Board’s Role in Risk Oversight			28
	Certain Transactions			72
	Compensation & Risk			70
	Compensation Committee Report			52
	Compensation Discussion & Analysis			33
	Corporate Governance			18
	Director Compensation for Fiscal 2023			25
	Environmental, Social & Governance			30
	Executive Compensation			53
	Householding & Solicitation			84
	Items of Business			5
	Meeting & Voting Information			3
	Pay Ratio Disclosure			67
	Pay Versus Performance			68
	Proposal 1			9
	Proposal 2			71
	Proposal 3			74
	Proposal 4			75
	Report of the Audit Committee			73
	What We Do & Who We Are			1

				By internet			Go to www.proxyvote.com. You will need your 16-digit control number included on the Notice in order to vote by internet.
				By telephone			On a touch-tone telephone, call 1-800-690-6903. You will need your 16-digit control number included on the Notice in order to vote by telephone.
				By mail			Please request written materials by following the instructions in the Notice. Complete, sign and date the proxy card, and return it to the address indicated on the proxy card.
				Virtually			If you attend the virtual annual meeting, you will be able to cast your vote via the online meeting platform during a designated portion of the meeting. Have your Notice, proxy card or proxy form with your 16-digit control number available when you access the virtual annual meeting.

				Board Recommendation
	Proposal 1 Elect 10 directors named in the proxy statement to serve on Plexus’ board of directors for a one-year term.			FOR
	Proposal 2 Approve by advisory proposal the compensation of the Company’s named executive officers, as disclosed under the headings “Compensation Discussion and Analysis” and “Executive Compensation.”			FOR
	Proposal 3 Ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2024.			FOR
	Proposal 4 Approve the Plexus Corp. 2024 Omnibus Incentive Plan (the “2024 Plan”).			FOR

	SHARES BENEFICIALLY OWNED¹	PERCENTAGE OF SHARES OUTSTANDING
Joann M. Eisenhart	18,356	*
Dean A. Foate	116,080	*
Steven J. Frisch	74,348	*
Patrick J. Jermain	64,544	*
Rainer Jueckstock	26,391	*
Peter Kelly	34,771	*
Todd P. Kelsey	157,034	*
Randy J. Martinez	3,739	*
Oliver Mihm	25,798	*
Angelo M. Ninivaggi	48,744	*
Joel Quadracci	6,579	*
Karen M. Rapp	10,586	*
Paul A. Rooke	12,642	*
Michael V. Schrock	40,980	*
Jennifer B. Wuamett	0	*

All directors, director nominees and current executive officers as a group (18 persons)	656,979	2.39%

BlackRock, Inc.²	4,553,763	16.56%
The Vanguard Group, Inc.³	3,229,318	11.74%
Disciplined Growth Investors, Inc.⁴	2,168,854	7.89%
Dimensional Fund Advisors LP⁵	1,839,272	6.69%

				Board Recommendation
	The election of 10 directors named in the proxy statement to serve on Plexus’ board of directors for a one-year term.			FOR

PLEXUS’ BOARD OF DIRECTORS (AS OF RECORD DATE)
Joann M. Eisenhart	Todd P. Kelsey	Paul A. Rooke
Dean A. Foate	Randy J. Martinez	Michael V. Schrock
Rainer Jueckstock	Joel Quadracci	Jennifer Wuamett
Peter Kelly	Karen M. Rapp

	INDEPENDENCE			BEST PRACTICES			ACCOUNTABILITY
	✔ 8 of 10 director nominees are independent ✔ Strong independent Lead Director with clearly delineated duties ✔ All standing board committees composed entirely of independent directors ✔ Regular executive sessions of independent directors without management present ✔ Periodic rotation of committee members			✔ Strategy & risk oversight by the full board and its committees ✔ Full board and committee oversight of ESG issues ✔ Stock ownership guidelines for executive officers and non-employee directors ✔ Overboarding limits ✔ No poison pill ✔ No dual-class shares ✔ Director education and onboarding			✔ Annual election of all directors ✔ Annual election of Chair and Independent Lead Director by independent directors ✔ Majority voting with director resignation policy (plurality voting in contested elections) ✔ Annual self-evaluation process for directors ✔ Strong investor outreach program

	7			94.5%			100%
	2023 board meetings			Directors then serving attended each 2023 board meeting			Directors then serving attended the 2023 Annual Meeting

AUDIT COMMITTEE
MEMBERS Rainer Jueckstock, Chair Peter Kelly Randy Martinez Karen Rapp Meetings in 2023: 12 Attendance: 100%* Report page: 73 *Reflects directors then serving	The Audit Committee’s duties and responsibilities include the following:
	•	chooses and makes retention decisions related to the Company’s independent auditors,
	•	reviews the Company’s general policies and procedures to reasonably assure the adequacy and effectiveness of internal controls over financial reporting,
	•	discusses the Company’s material financial risk exposures and the steps management has taken to monitor and control such exposures,
	•	reviews the annual audited financial statements and quarterly financial statements of the company,
	•	generally oversees the Company’s audit process as well as the accounting, finance and tax functions,
	•	reviews management's assessment of the adequacy and effectiveness of internal controls related to material numeric metrics included in the Company's sustainability reports and SEC filings,
	•	reviews the effectiveness of the Company’s governance and management of information technology risks, including those relating to business continuity, cybersecurity, regulatory compliance and data management, and
	•	oversees the Company’s ethics and whistle-blowing reporting programs in conjunction with the Governance Committee.

COMPENSATION & LEADERSHIP DEVELOPMENT COMMITTEE
MEMBERS Joann Eisenhart, Chair Joel Quadracci Karen Rapp Michael Schrock Jennifer Wuamett Meetings in 2023: 6 Attendance: 100%* Report page: 52 *Reflects directors then serving	The Compensation & Leadership Development Committee’s duties and responsibilities include the following:
	•	reviews Plexus’ leadership structure, talent management, diversity and inclusion efforts, leadership development strategies and programs, and the Company’s succession planning efforts, including executive succession plans,
	•	establishes the general compensation philosophies and plans for Plexus,
	•	reviews and determines the compensation of the CEO, and approves the compensation of the other executive officers as well as equity grants and awards under Plexus’ incentive compensation plans,
	•	oversees how compensation programs may incentivize risk-taking and whether such risk-taking is aligned with the Company’s business objectives and risk tolerance,
	•	considers and makes recommendations to the board with respect to other compensatory plans and arrangements, and
	•	reviews Plexus’ human capital management strategy, including organizational structure and leadership development.

GOVERNANCE & SUSTAINABILITY COMMITTEE
MEMBERS Paul Rooke, Chair Peter Kelly Randy Martinez Joel Quadracci Jennifer Wuamett Meetings in 2023: 5 Attendance: 100%* *Reflects directors then serving	The Governance & Sustainability Committee’s duties and responsibilities include the following:
	•	maintains oversight over the operations, structure and effectiveness of the board and its committees,
	•	develops and maintains criteria and procedures for the identification and recruitment of candidates for election to serve as directors of the Company,
	•	reviews the structure of the Board to assure proper skills, experience, and diversity of backgrounds are represented,
	•	reviews the effectiveness of management’s enterprise risk management program that identifies, prioritizes, monitors and manages key risks facing the Company,
	•	reviews ethics and compliance risk assessments conducted by management and assesses the efficacy of the ethics and compliance program in place to monitor and control such exposures,
	•	makes recommendations to the board regarding directors’ compensation, and
	•	evaluates as well as oversees corporate governance and related issues, and oversees the Company's ESG program, including policies and initiatives, sustainability reporting and trends that could impact the Company

•	Plexus Leadership Team	•	Director Stock Ownership Guidelines
•	Board of Directors	•	Executive Officer Stock Ownership Guidelines
•	Committee Composition	•	Clawback Policy
•	Committee Charters	•	Plexus Code of Conduct & Business Ethics
•	Corporate Governance Guidelines

	Fees Earned or Paid in Cash¹	Stock Awards²	Other Benefits³	Total
Joann M. Eisenhart	$100,000	$167,751	—	$267,751
Dean A. Foate	$250,000	$167,751	$28,537	$446,288
Rainer Jueckstock	$100,000	$167,751	—	$267,751
Peter Kelly⁴	$90,000	$167,751	—	$257,751
Randy J. Martinez	$90,000	$167,751	—	$257,751
Joel Quadracci	$90,000	$167,751	—	$257,751
Karen M. Rapp	$90,000	$167,751	—	$257,751
Paul A. Rooke	$100,000	$167,751	—	$267,751
Michael V. Schrock	$120,000	$167,751	—	$287,751
Jennifer Wuamett	$67,500	—	—	$67,500

	2023	2024
Board Retainer¹	$90,000	$100,000
Non-Executive Chair Retainer	$250,000	$260,000
Lead Director Retainer	$120,000	$130,000
RSU Grant	$175,000	$190,000

	AUDIT COMMITTEE		COMPENSATION COMMITTEE		GOVERNANCE COMMITTEE
	2023	2024	2023	2024	2023	2024
Committee Chair Retainer	$10,000	$10,000	$10,000	$10,000	$10,000	$10,000

BOARD OF DIRECTORS	Our board and each of our independent board committees play a key role in overseeing risks and opportunities and in guiding our efforts to advance sustainable and responsible business practices.
	•	Our board engages annually on our program and enterprise risks and is updated on matters more frequently as determined by the board or management.
	•	Our Governance Committee reviews our strategy to advance sustainable and responsible business practices and to ensure alignment with business objectives, including policies and initiatives, sustainability reporting and trends that could impact operations, performance, reputation and sustainable growth. This includes, among other things, review and oversight of the Company’s management of climate-related risks and opportunities, such as those caused by the impacts of climate change, geopolitical dynamics, social unrest and related market disruption.
	•	Our Compensation Committee oversees our human capital strategy, including diversity and inclusion efforts, talent development and global compensation policies and philosophies—all core components of our social responsibility program. This committee also works with management to identify non-financial goals, such as those related to our environmental efforts or social impact, that are important in positioning Plexus for sustainable, long-term success. These goals often comprise objectives under our short-term variable incentive compensation plan, which is reviewed at least bi-annually as part of the compensation approval process.
	•	Our Audit Committee oversees the effectiveness of our internal controls over financial reporting and public disclosures, including sustainability reporting, our whistle-blower and Ethics Hotline reporting, and management and governance of information technology and cybersecurity risks.

	EXECUTIVE OVERSIGHT			Our executive Sustainable and Responsible Business Practices Steering Committee—which includes our CEO and is chaired by our Chief Administrative Officer (CAO)—sets the vision and mission of our environmental sustainability, social impact and corporate governance efforts, oversees integration into our business strategy, sets short- and long-term goals and drives organizational engagement and accountability. All Plexus Leadership is responsible for integrating initiatives and practices related to sustainability and corporate responsibility into their strategic planning process, driving education of and participation in our efforts, committing resources to meet annual and continuing goals and maintaining health and progress in enduring sustainability and responsibility categories.
	DEDICATED TEAM			Our Sr. Director of Sustainability, along with their direct reports and dedicated resources throughout the organization, works closely with the Executive Steering Committee and the broader leadership team to converge on an enterprise strategy that we believe will create long-term value for our business, meet key stakeholder expectations and ensure accountabilities are effectively embedded throughout our organization. This includes the development of near-term priorities and long-term initiatives, overseeing their implementation and progress and communicating to key stakeholder groups, including the board.

Our continued success depends on our ability to attract, motivate, and retain critical talent dedicated to our long-term strategy. The Compensation Committee (in this section, the “Committee”) of the board of directors sets the general compensation philosophy for Plexus and ensures appropriate controls are in place to govern its application. The Committee makes decisions with respect to the compensation of the Chief Executive Officer (the “CEO”) and the Company’s other executive officers, and grants equity and other awards. This section discusses the Committee’s executive compensation philosophy and key decisions designed to align pay to performance that drives shareholder value, in each case as they relate to the Company’s named executive officers. Plexus provides further detail			NAMED EXECUTIVE OFFICERS FOR FISCAL 2023
			Todd P. Kelsey Chief Executive Officer Patrick J. Jermain Executive VP & Chief Financial Officer Steven J. Frisch President & Chief Strategy Officer Oliver Mihm Executive VP & Chief Operating Officer Angelo M. Ninivaggi Executive VP, Chief Administrative Officer, General Counsel & Secretary

WHAT WE DO		WHAT WE DON’T DO
✔	Base a majority of total compensation on compensation that is at risk through our annual and long-term performance-based and retention incentives	✘	Have excise tax gross-up provisions in any change in control agreements or compensation programs
✔	Set annual and long-term incentive targets based on clearly disclosed, objective performance measures	✘	Enter into employment contracts with executives other than our CEO
✔	Conduct annual assessments of risk associated with our executive compensation programs, policies and procedures	✘	Permit hedging transactions, pledging and short sales by our executive officers
✔	Mitigate undue risk associated with our compensation programs through a Clawback Policy
✔	Enter into “double trigger” change in control agreements with executive officers

MEASURE	PLAN	PAYMENT	PURPOSE
Revenue Growth	Annual – VICP	Cash	Revenue growth is the result of a sound strategy effectively executed and increases shareholder value when combined with economic return.
ROIC	Annual – VICP	Cash	We deliver economic return by driving improvements in ROIC through a combination of operating margin performance and prudent capital investment.
Economic Return	Long-term PSU	Equity	Delivering economic return over the long-term generates shareholder wealth and mitigates short-termism.
Relative TSR	Long-term PSU	Equity	Relative TSR is an appropriate performance metric primarily because it is objectively determinable, provides rewards that are aligned to relative performance through varying economic cycles and reflects the delivery of value to shareholders.

PAY ELEMENT	DESCRIPTION	PAYOUT MEDIUM, TIMING AND AMOUNT
Base Salary (Fixed)	Market competitive base salary reflecting knowledge, skills, experience, responsibility, potential, and performance	Paid in Cash Paid Currently Fixed Amount
Annual Incentive (Variable)	Cash incentive based on the achievement of annual Company financial metrics (40% revenue growth, 40% ROIC) and personal objectives (20%)	Paid in Cash Paid Annually 0%-200% of Target
Long-Term Incentive (Variable)	25% PSUs based on TSR	Paid in Equity Paid After Three Year Performance Vesting Period 0%-200% of Target (for grants prior to fiscal 2021) or 0%-150% of Target (for grants in fiscal 2021 and ongoing)
	25% PSUs based on economic return	Paid in Equity Paid After Three Year Performance Vesting Period 0%-200% of Target
	50% Restricted Stock Units	Paid in Equity Paid After Three Year Vesting Period

Amkor Technology, Inc.	Flex Ltd.	Sanmina Corporation
Benchmark Electronics, Inc.	Jabil Inc.	Teledyne Technologies Inc.
Bruker Corporation	Keysight Technologies, Inc.	Trimble Inc.
Celestica Inc.	Moog Inc.	Vishay Intertechnology, Inc.
CommScope Holding Company, Inc.	Parsons Corporation	Waters Corporation
Curtiss-Wright Corporation	Regal Rexnord Corporation
Fabrinet	Revvity, Inc. (formerly known as PerkinElmer, Inc.)

EXECUTIVE OFFICER	2023 BASE SALARY	PERCENTAGE INCREASE COMPARED TO 2022
Mr. Kelsey	$1,100,000	6.8%
Mr. Frisch	$650,000	4.0%
Mr. Jermain	$620,000	6.9%
Mr. Mihm	$530,000	10.4%
Mr. Ninivaggi	$530,000	5.0%

EXECUTIVE OFFICER	2023 THRESHOLD AWARD (%)	2023 TARGETED AWARD (%)	2023 MAXIMUM AWARD (%)
Mr. Kelsey	0%	135%	270%
Mr. Frisch	0%	90%	180%
Mr. Jermain	0%	85%	170%
Mr. Mihm	0%	80%	160%
Mr. Ninivaggi	0%	80%	160%

	THRESHOLD	TARGET	MAXIMUM PAYOUT
Revenue	Equal to prior year revenue	Midpoint between threshold and maximum payout	Equal to 12% revenue growth
ROIC	Equal to Plexus’ WACC	Midpoint between threshold and maximum payout	Equal to 15% ROIC

	ACTUAL PAYOUT
Component	Results	Payout
Revenue (in millions)	$4,210	77%
ROIC	13.4%	63%
Individual Objectives	28.5-66.5%	5.7-13.3%
Total Payout as a Percent of Target		146-153%

EXECUTIVE OFFICER	PSUs (#)	RSUs (#)
Mr. Kelsey	28,790	31,290
Mr. Frisch	10,290	11,180
Mr. Jermain	8,620	9,360
Mr. Mihm	6,700	7,280
Mr. Ninivaggi	5,030	5,460

	AVERAGE ECONOMIC RETURN			PAYOUT PERFORMANCE FACTOR
	0% (Threshold)			0%
	2.5% (Target)			100%
	5.0% (Maximum)			200%

	RELATIVE TSR PERCENTILE RANK			PAYOUT PERFORMANCE FACTOR
	Below 25th			0%
	25th (Threshold)			50%
	50th (Target)			100%
	75th and above (Maximum)			150%

	MEMBERS OF THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE:
	Joann M. Eisenhart, Chair
	Joel Quadracci
	Karen M. Rapp
	Michael V. Schrock
	Jennifer Wuamett

Name	Year	Salary ($)¹	Bonus($)²	Stock Awards ($)³	Option Awards ($)⁴	Non-Equity Incentive Plan Compensation ($)⁵	All Other Compensation ($)⁶	Total ($)
Todd P. Kelsey Chief Executive Officer	2023	$1,083,846	—	$5,562,053	—	$2,199,544	$280,903	$9,126,346
	2022	$1,023,076	—	$4,077,029	—	$2,092,884	$247,486	$7,440,475
	2021	$1,000,000	—	$5,078,974	—	$1,309,375	$234,872	$7,623,221
Patrick J. Jermain Executive VP & CFO	2023	$610,769	—	$1,664,552	—	$756,168	$130,332	$3,161,821
	2022	$576,538	—	$1,549,737	—	$725,225	$125,655	$2,977,155
	2021	$555,769	—	$1,310,953	—	$469,296	$120,815	$2,456,833
Steve Frisch President & Chief Strategy Officer	2023	$644,231	—	$1,987,639	—	$867,804	$144,495	$3,644,169
	2022	$620,385	—	$1,669,231	—	$837,062	$136,597	$3,263,275
	2021	$599,231	—	$1,856,954	—	$533,554	$133,447	$3,123,186
Oliver Mihm Executive VP & COO	2023	$518,462	—	$1,294,233	—	$595,660	$117,884	$2,526,239
	2022	$459,375	—	$1,001,834	—	$536,055	$104,937	$2,102,201
	2021	—	—	—	—	—	—	—
Angelo M. Ninivaggi Executive VP, CAO, GC & Secretary	2023	$524,231	—	$971,146	—	$624,464	$120,790	$2,240,631
	2022	$501,538	—	$785,218	—	$552,022	$112,471	$1,951,249
	2021	$485,385	—	$983,486	—	$363,563	$106,666	$1,939,100

Name	Year	Company Matching Contribution to 401(k) Plan	Company Contribution to SERP	Company Car Benefit	Additional Life and Disability Insurance	Other¹	Total ($)
Todd P. Kelsey	2023	$13,200	$228,164	$22,793	$657	$16,089	$280,903
	2022	$12,200	$210,738	$23,912	$636	—	$247,486
	2021	$11,600	$202,500	$20,383	$389	—	$234,872
Patrick J. Jermain	2023	$13,200	$101,091	$15,384	$657	—	$130,332
	2022	$12,200	$93,399	$19,420	$636	—	$125,655
	2021	$11,600	$89,489	$19,337	$389	—	$120,815
Steven J. Frisch	2023	$13,200	$109,514	$21,124	$657	—	$144,495
	2022	$12,200	$103,294	$20,467	$636	—	$136,597
	2021	$11,600	$99,772	$21,686	$389	—	$133,447
Oliver Mihm	2023	$13,200	$83,492	$20,541	$651	—	$117,884
	2022	$12,200	$71,738	$20,410	$589	—	$104,937
	2021	$0	$0	$0	$0	—	$0
Angelo M. Ninivaggi	2023	$13,200	$83,877	$23,056	$657	—	$120,790
	2022	$12,200	$76,735	$22,902	$634	—	$112,471
	2021	$11,600	$74,264	$20,430	$372	—	$106,666