Our Approach

Flex strives for excellence in corporate governance practices, which the Company recognizes is fundamental to securing the trust of investors and key stakeholders. Flex's management, together with our Board of Directors, continually evaluates processes and implements procedures designed to maintain strong governance and operations standards. In doing so, we strive to manage the Company according to the highest principles of responsibility and integrity, and align the interests of management and the Board with those of our shareholders.

This section is intended to provide you with an overview of Flex's corporate governance policies and procedures. Please continue to check back to this site as information will be updated as it becomes available. In addition, we refer you to the Company’s filings with the Securities and Exchange Commission.

To learn more about our Code of Business Conduct and Ethics, please visit the Global Citizenship section of our website.

Thank you for your interest in and support of Flex.

Sincerely,

Mike McNamara
Chief Executive Officer

Anonymous Reporting

The Flex Ethics Hotline is available to all employees, suppliers, customers, investors, and other stakeholders anywhere in the world to report suspected violations of the Code of Conduct. Reports can be made either by calling the anonymous toll-free hotline or by filing a report on the Internet. The Ethics Hotline is available 24 hours a day, every day of the year in multiple languages. For a list of toll-free numbers or to file a report online, visit Integrity section of our website.

The Ethics Hotline allows Flex to detect and investigate ethical problems, to manage them responsibly, and to take measures to prevent similar problems in the future. All reports are investigated by our internal audit team working in conjunction with compliance subject matter experts and the company’s legal department, as needed.

Leadership Team

Board of Directors

Michael D. Capellas , Chairman of the Board

Mr. Capellas has served as non-executive Chairman of the Board and Chairman of the Board’s Nominating and Corporate Governance Committee since June 2017, and as a member of our Board of Directors since March 2014. He has served as Principal at Capellas Strategic Partners since June 2013. He served as the Chairman of the Board of VCE Company, LLC (VCE) from January 2011 until November 2012 and as VCE’s Chief Executive Officer from May 2010 to September 2011. VCE is a joint venture between EMC Corporation and Cisco with investments from VMware, Inc. and Intel Corporation. Mr. Capellas was the Chairman and Chief Executive Officer of First Data Corporation from September 2007 to March 2010. From October 2006 to July 2007, Mr. Capellas served as a Senior Advisor at Silver Lake Partners. From November 2002 to January 2006, he served as Chief Executive Officer of MCI, Inc. (MCI), previously WorldCom, Inc. From March 2004 to January 2006, he also served as that company’s President. From November 2002 to March 2004, he was also Chairman of the Board of WorldCom, and he continued to serve as a member of the board of directors of MCI until January 2006. Mr. Capellas left MCI as planned in early January 2006 upon its acquisition by Verizon Communications Inc. Previously, Mr. Capellas was President of Hewlett-Packard Company from May 2002 to November 2002. Before the merger of Hewlett-Packard and Compaq Computer Corporation in May 2002, Mr. Capellas held various positions including President and Chief Executive Officer of Compaq, a position he had held since July 1999, and Chairman of the Board of Compaq, a position he had held since September 2000. Mr. Capellas held earlier positions as Chief Information Officer and Chief Operating Officer of Compaq. Mr. Capellas currently serves on the boards of directors of Cisco Systems, Inc. and MuleSoft, Inc., where he is the lead independent director.

Mike McNamara , Chief Executive Officer and Director

Mike McNamara is chief executive officer of Flex (NASDAQ: FLEX), a $26B, industry-leading, Fortune Global 500 electronics manufacturing services provider with more than 200,000 employees and operations in 30 countries.

Prior to his current role, Mr. McNamara served as Flex's chief operating officer and president of Americas operations. Mr. McNamara joined Flex through the Company's acquisition of Relevant Industries, Inc. While there, he served as president and chief executive officer. Other leadership roles Mr. McNamara has held include vice president, Manufacturing Operations at Anthem Electronics and principal and interim vice president of operations at Pittiglio, Rabin, Todd & McGrath. In his early career, Mr. McNamara held a variety of leadership positions at Intel and worked as a production foreman at Ford Motor Company.

Marc A. Onetto , Director

Mr. Onetto has served as a member of our Board of Directors since January 2014. Since 2013, Mr. Onetto has provided executive leadership consulting through his company “Leadership from the Mind and the Heart LLC.” Mr. Onetto was the Senior Vice President of Worldwide Operations and Customer Service for Amazon.com from 2006 to 2013. Previously, Mr. Onetto was Executive Vice President of Worldwide Operations for Solectron Corporation, which was acquired by Flex in 2007, from June 2003 to June 2006. He joined Solectron after a 15-year career with General Electric where his last position was Vice President of GE Corporate’s European operations. From 1992 to 2002, Mr. Onetto held several senior leadership positions at GE Medical Systems as head of its global supply chain and operations, global quality, and global Component Division. Mr. Onetto was also one of GE’s Six Sigma pioneers and spearheaded the globalization and quality transformation of GE Medical Systems. Prior to GE, Mr. Onetto served 12 years with Exxon Corporation in supply operations, information systems and finance. Mr. Onetto currently serves on the board of directors of Essilor International and on the Business Board of Advisors of the Tepper School of Business at Carnegie-Mellon University.

Daniel H. Schulman , Director

Mr. Schulman has served as a member of our Board of Directors since June 2009. Since September 2014, Mr. Schulman has served as the President and CEO of PayPal Holdings, Inc. Previously, Mr. Schulman served as group president of the Enterprise Growth Group at American Express. Prior to that, Mr. Schulman served as the President of Sprint’s Prepaid Group from November 2009 and, from 2001, was Chief Executive Officer and Director for Virgin Mobile USA, a wireless service provider. Mr. Schulman also served as the President, and then Chief Executive Officer, of Priceline.com from June 1999 to May 2001. Prior to joining Priceline, Mr. Schulman served more than 18 years at AT&T. Mr. Schulman currently serves as a director of PayPal Holdings, Inc. and as Chairman of the board of directors of Symantec Corporation and a member of its compensation and nominating and governance committees. Mr. Schulman currently is a board member of Autism Speaks.

Willy C. Shih, Ph.D. , Director

Dr. Shih has served as a member of our Board of Directors since January 2008. Dr. Shih is currently a Professor of Management Practice at the Harvard Business School, a position he has held since January 2007. Dr. Shih’s broad industry career experience includes significant accomplishments for globally recognized organizations such as Kodak, IBM, Silicon Graphics and Thomson. From August 2005 to September 2006, Dr. Shih served as Executive Vice President of Thomson, a provider of digital video technologies. He was an intellectual property consultant from February to August 2005, and from 1997 to 2005 served as Senior Vice President of Eastman Kodak Company. Dr. Shih holds a Ph.D. in Chemistry from the University of California, Berkeley and S.B. degrees in Chemistry and Life Sciences from the Massachusetts Institute of Technology. Dr. Shih previously served on the board of directors of Atheros Communications, Inc.

Lay Koon Tan , Director

Mr. Tan has served as a member of our Board of Directors since March 2012. He previously served as the President and Chief Executive Officer and a member of the Board of Directors of STATS ChipPAC Ltd. from August 2004 to November 2015 and of its predecessor, ST Assembly Test Services Ltd., since June 2002. Mr. Tan joined ST Assembly Test Services Ltd. in May 2000 as its Chief Financial Officer, and in August 2004, he led the formation of STATS ChipPAC Ltd. with the acquisition of ChipPAC, Inc., becoming the combined company’s founding President and Chief Executive Officer. Prior to joining ST Assembly Test Services Ltd., Mr. Tan was an investment banker with Salomon Smith Barney, the global investment banking unit of Citigroup Inc. Before that, he held various senior positions in government and financial institutions in Singapore. Mr. Tan graduated with a Bachelor of Engineering (First Class Honors) from the University of Adelaide, Australia as a Colombo Plan Scholar. He also has a Master of Business Administration (Distinction) from the Wharton School, University of Pennsylvania where he was elected a Palmer scholar.

William D. Watkins , Director

Mr. Watkins has served as a member of our Board of Directors since April 2009. Mr. Watkins was Chief Executive Officer of Imergy Power Systems, Inc., a leading innovator in cost-effective energy storage products from September 2013, and appointed Chairman of the Board in January 2015, until August 2016. He previously served as Chairman of the Board of Bridgelux, Inc. from February 2013 to December 2013 and as its Chief Executive Officer from January 2010 to February 2013. He previously served as Seagate Technology’s Chief Executive Officer from 2004 through January 2009, and as Seagate’s President and Chief Operating Officer from 2000 until 2004. During that time, he was responsible for Seagate’s hard disc drive operations, including recording heads, media and other components, and related R&D and product development organizations. Mr. Watkins joined Seagate in 1996 with the company’s merger with Conner Peripherals. Mr. Watkins currently serves on the board of directors of Maxim Integrated Products, Inc.

Lawrence A. Zimmerman , Director

Mr. Zimmerman has served as a member of our Board of Directors since October 2012. Mr. Zimmerman has extensive experience in corporate finance and accounting, having previously served at Xerox Corporation as Vice Chairman and Chief Financial Officer from 2009 to 2011 and as Executive Vice President and Chief Financial Officer from 2002 to 2009. Prior to that, he spent 32 years with IBM, holding various senior finance positions, including Corporate Controller. Mr. Zimmerman currently serves on the board of directors of Delphi Automotive PLC, and previously served on the boards of Brunswick Corporation from 2006 to 2015 and Computer Sciences Corporation from 2012 to 2014.

Committee Composition

Committee Composition Audit Nominating and Corporate Governance Compensation
Michael D. Capellas

Mr. Capellas currently serves as Principal of Capellas Partners, a strategic advisory firm focusing on technology-driven companies. He was previously Chief Executive Officer and Chairman of VCE Company, LLC, a joint venture between EMC and Cisco with investments from VMware and Intel. He was Chairman and Chief Executive Officer of First Data Corporation and was also Chief Executive Officer of MCI, Inc. through its 2004 restructuring and acquisition by Verizon in 2006. In addition, Mr. Capellas served as Chief Executive Officer and Chairman of the Board of Compaq from 2000 until its merger with HP in 2002. Post merger, he served as President of HP. Prior to Compaq and HP, he held a variety of executive positions in multiple industries.

Marc A. Onetto

Mr. Onetto was the Senior Vice President of Worldwide Operations and Customer Service at Amazon.com from 2006 to 2013. In this role, he led the supply chain, warehousing, transportation and customer support operations of the largest e-retailer in the world. From 2003 to 2006, he was Executive Vice President of Worldwide Operations for Solectron, which was acquired by Flextronics in 2007. Prior to Solectron, he had a successful 15 year career with GE where his last assignment was Vice President of GE European operations. Before that, Mr. Onetto held several senior leadership positions at GE Medical Systems as Europe Service Vice President, Global CIO, and Head of Global Quality and Officer in charge of Global Manufacturing and Supply Chain. Mr. Onetto was also one of GE’s Six Sigma pioneers and spearheaded the globalization and quality transformation of GE Medical Systems.

Daniel H. Schulman

Mr. Schulman has served as a member of our Board of Directors since June 2009. Since September 2014, Mr. Schulman has been the President and CEO Designee of PayPal, Inc., a subsidiary of eBay, Inc. Previously, Mr. Schulman served as group president of the Enterprise Growth Group at American Express. Prior to that, Mr. Schulman served as the President of Sprint's Prepaid Group from November 2009 and, from 2001, was Chief Executive Officer and Director for Virgin Mobile USA, a wireless service provider. Mr. Schulman also served as the President, and then the Chief Executive Officer of Priceline.com from June 1999 to May 2001. Prior to joining Priceline, Mr. Schulman served more than 18 years at AT&T.

Mr. Schulman is Chairman of the board of directors of Symantec Corporation and a member of its compensation and nominating and governance committees. Mr. Schulman also served on the board of governors of Rutgers University and currently is a board member of Autism Speaks.

Willy C. Shih, Ph.D.

Dr. Shih has served as a member of our Board of Directors since January 2008. Dr. Shih is currently a Professor of Management Practice at the Harvard Business School, a role he has held since January 2007. Dr. Shih's broad industry career experience includes significant accomplishments for globally-recognized organizations such as Kodak, IBM, Silicon Graphics and Thomson.

From August 2005 to September 2006, Dr, Shih served as Executive Vice President of Thomson, a provider of digital video technologies. He was an intellectual property consultant from February to August 2005, and from 1997 to 2005 served as Senior Vice President of Eastman Kodak Company.

Lay Koon Tan

Mr. Tan has served as a member of our Board of Directors since March 2012. Since June 2002, he has served as President and Chief Executive Officer and a member of the Board of Directors of STATS ChipPAC Ltd., a leading service provider of semiconductor packaging design, bump, probe, assembly, test and distribution solutions. He was re-elected as a Director in April 2010. Mr. Tan joined STATS ChipPAC with the acquisition of ChipPAC, Inc. and became the founding President and Chief Executive Officer.

Prior to joining STATS ChipPAC, he was an investment banker with Salomon Smith Barney, the global investment banking unit of Citigroup, Inc. Before that, he held various senior positions in government and financial institutions in Singapore. Mr. Tan graduated with a Bachelor of Engineering (First Class Honors) from the University of Adelaide, Australia as a Colombo Plan Scholar. He also has a Master of Business Administration (Distinction) from the Wharton School, University of Pennsylvania where he was elected a Palmer Scholar.

William D. Watkins

Mr. Watkins has served as a member of our Board of Directors since April 2009. Mr. Watkins was appointed Chief Executive Officer of Imergy Power Systems, Inc., a leading innovator in cost-effective energy storage products in December 2013. He previously served as Chairman of the Board of Bridgelux, Inc. from February 2013 to December 2013 and as its Chief Executive Officer from January 2010 to February 2013. He previously served as Seagate Technology's Chief Executive Officer from 2004 through January 2009, and previously served as Seagate's President and Chief Operating Officer from 2000 until 2004.

During that time, he was responsible for the company's hard disc drive operations, including recording heads, media and other components, and related R&D and product development organizations. Mr. Watkins joined Seagate in 1996 with the company's merger with Conner Peripherals. Mr. Watkins currently serves on the board of directors of Maxim Integrated Products, as well as the Silicon Valley Leadership Group and the Leukemia and Lymphoma Society.

Lawrence A. Zimmerman

Mr. Zimmerman has served as a member of our Board of Directors since October 2012. Mr. Zimmerman has extensive experience in corporate finance and accounting, having previously served as Vice Chairman and Chief Financial Officer from 2009 to 2011 and as Executive Vice President and Chief Financial Officer from 2002 to 2009, at Xerox Corporation.

Prior to that, he spent 32 years with IBM, holding various senior finance positions, including corporate controller. Mr. Zimmerman currently serves as a director of CSC, Brunswick Corporation and Delphi Automotive.

  = Chair of the Board   = Chair   = Member   = Audit Committee Financial Expert

Global Citizenship

At Flex, we see unparalleled opportunity to create a better life and a more sustainable future by building a smarter, more connected world. But we’re also designing and developing products in a way that protects and promotes a healthy world.

Every day, approximately 200,000 Flex employees set out to make that happen—designing and building intelligent products engineered and manufactured with sustainability in mind. Our strategy and global efforts are aligned with the United Nations 2030 Sustainable Development Goals (SDGs), primarily focused on decent work, quality education, clean energy and responsible consumption and production.

Among our key accomplishments in CY16, Flex employees volunteered more than 48,000 hours globally, generated 12 GWh of electricity from solar sources, and recycled, composted or reused 71% of our total waste. These accomplishments are just a few examples of our ongoing commitment to sustainability, which is a core part of our strategy at Flex. It’s how we deliver Sketch-to-Scale™ solutions with and for our customers, across every major industry around the world.

For more information, please visit Flex’s Global Citizenship website.


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Shareholders who wish to communicate with the Board shall do so by submitting an e-mail to Board@flextronics.com


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