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Form DEF 14A JABIL INC For: Jan 26

December 9, 2022 7:02 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☒                            Filed by a party other than the Registrant  ☐

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to §240.14a-12

 

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Jabil Inc.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

  No fee required.
  Fee paid previously with preliminary materials.
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 


Table of Contents

LOGO

NOTICE

OF ANNUAL MEETING OF STOCKHOLDERS

 

 

    Thursday

    January 26, 2023

     10:00 a.m., ET

 

 

 

 

 

     Voting Information

 

     Every Vote is Important!

 

     Please vote as soon as possible by any of

     the following methods:

 

 

Access The Annual Meeting

 

Stockholders may participate in the completely

virtual annual meeting by logging in at

www.virtualshareholdermeeting.com/JBL2023.

 

Record Date

 

Stockholders of record at the close of business on

November 30, 2022, are entitled to attend and

vote at the annual meeting.

 

Materials

 

These proxy materials and our annual report were

first sent or made available to stockholders on

December 9, 2022.

  LOGO   

Vote Online

 

before the meeting by going to: www.proxyvote.com

  LOGO   

Vote by telephone (24/7)

 

(800) 690-6903

  LOGO   

Vote by Mail

 

If you received a paper copy of the proxy form by

mail, please mark, sign, date and return it in the

enclosed, postage-paid envelope.

  LOGO   

Vote During Meeting

 

by going to:

www.virtualshareholdermeeting.com/JBL2023

 

 

Items of Business

Stockholders are being asked to vote on the agenda items described below and to consider any other business properly brought before the annual meeting.

 

     Voting Proposal   Board Recommendations
1   

Elect eight directors to serve until the next annual meeting of stockholders or until

their respective successors are duly elected and qualified.

 

For Each Director

             
          
2   

Ratify the appointment of Ernst & Young LLP as Jabil’s independent registered

public accounting firm for the fiscal year ending August 31, 2023.

 

For

             
          
3    Approve (on an advisory basis) Jabil’s executive compensation.  

For

             
          

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 26, 2023:

The Notice of Meeting, Proxy Statement, Annual Report to Stockholders and the means to vote online are available at www.proxyvote.com.

 

We are pleased to welcome stockholders to our 2023 annual meeting. For accessibility and ease of attendance, the meeting will be held in a virtual format only via the internet. There will be no physical location for stockholders to attend. To attend, vote and submit questions, stockholders should visit www.virtualshareholdermeeting.com/JBL2023 and enter the 16-digit control number on the proxy card, voting instruction form or Notice of Internet Availability. For more details, see “Meeting Access and Additional Information” in this Proxy Statement.


Table of Contents

Table of Contents

 

PROXY SUMMARY

     1        

JABIL ENVIRONMENTAL  & SOCIAL GOVERNANCE HIGHLIGHTS

     5        

CORPORATE GOVERNANCE

     7        

Board Leadership Structure

     7  

Board of Directors Meetings during Fiscal Year 2022

     7  

Board Committees

     7  

Executive Sessions

     10  

Our Director Nominations Process

     10  

Board Diversity

     11  

Determinations of Director Independence

     11  

Annual Meeting of Stockholders Attendance Policy

     11  

Director Stock Ownership Requirements

     11  

Majority Voting for Directors

     12  

Continuing Excellence

     12  

Risk Oversight

     12  

Compensation Committee Interlocks and Insider Participation

     14  

Related Party Transactions

     14  

Stockholder Engagement

     15  

Corporate Governance Guidelines

     15  

Code of Conduct

     15  

How to Communicate with our Board

     15  

PROPOSAL NO. 1: ELECTION OF DIRECTORS

     16        

Nominees

     16  

Director Compensation

     19  

AUDIT COMMITTEE MATTERS

     20        

Principal Accounting Fees and Services

     21  

Policy on Audit Committee Pre-Approval of Audit, Audit-Related and Permissible Non-Audit Services

     21  

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     21        

COMPENSATION MATTERS

     22        

Compensation Discussion and Analysis

     22  

NEO Total Direct Compensation Mix

     26  

Summary Compensation Table

     37  

Grants of Plan-Based Awards in Fiscal Year 2022

     38  

Outstanding Equity Awards at 2022 Fiscal Year End

     39  

Option Exercises and Stock Vested in Fiscal Year 2022

     40  

Non-Qualified Deferred Compensation in Fiscal Year 2022

     40  

Potential Payments Upon Termination or a Change in Control

     41  

CEO Pay Ratio

     42  

Equity Compensation Plan Information

     43  

PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

     44        

BENEFICIAL OWNERSHIP

     45        

Share Ownership by Principal Stockholders and Management

     45  

ABOUT THE MEETING

     47        

Revocability of Proxies

     47  

Solicitation Fees and Expenses

     47  

Quorum; Voting Standards; Abstentions; Broker Non-Votes

     47  

Meeting Access and Additional Information

     48  

Voting via the Internet or Telephone

     48  

Voting Results

     49  

Deadline for Receipt of Stockholder Proposals for Jabil’s Next Annual Meeting in January 2024.

     49  

Eliminating Duplicate Mailings

     49  

Other Procedural Matters

     50  

Appendix A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES

     A-1        


Table of Contents

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all information you should consider. Please read the entire Proxy Statement carefully before voting.

The enclosed proxy is solicited on behalf of Jabil Inc., a Delaware corporation (references to “Jabil,” “Company,” “we,” “our,” or “us” mean Jabil Inc. together with its subsidiaries), for use at the Annual Meeting of Stockholders.

Our Company Overview

Jabil is a leading provider of worldwide manufacturing services and solutions. We provide comprehensive electronics design, production, and product management services to companies in various industries and end markets.

Our Fiscal Year

Jabil’s fiscal year begins on September 1 and ends on August 31. Our 2022 fiscal year began September 1, 2021 and ended on August 31, 2022. Similarly, our 2023 fiscal year began on September 1, 2022 and will end on August 31, 2023.

Key FY 2022 Performance Results

 

 

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*A reconciliation for each of these measures can be found in Appendix A to this proxy statement.

Fiscal Year 2022 Dynamic Operating Environment

Despite a dynamic and challenging global operating environment, including war in Ukraine, supply challenges and the continuing impact of COVID-19, Jabil’s financial performance in fiscal year 2022 was strong.

The COVID-19 pandemic, which began to impact us in January 2020, has continued to affect our business and the businesses of our customers and suppliers. Travel and business operation restrictions arising from virus containment efforts of governments around the world have continued to impact our operations in Asia, Europe and the Americas. Essential activity exceptions from these restrictions allowed us to continue to operate but virus containment efforts have resulted in additional direct costs.

The impact on our suppliers has led to supply chain constraints, including difficulty sourcing materials necessary to fulfill customer production requirements and challenges in transporting completed products to our end customers.

 

LOGO
LOGO    Jabil Inc. Fiscal Year 2022 Proxy Statement   


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Corporate Governance Highlights

 

 

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For a detailed discussion of our corporate governance, please see “Corporate Governance” beginning on page 7.

Board Leadership

Until his retirement effective November 1, 2021, Mr. Timothy Main served as Chairman, which allowed our CEO to focus his time and energy on operating and managing Jabil while leveraging the Chairman’s experience and perspectives. Our Vice Chairman oversaw executive sessions. Following Mr. Main’s retirement, our CEO, Mr. Mark Mondello, became Chairman of the Board. In this role, Mr. Mondello leverages his deep knowledge of the Company and its industry to lead the Board. Also beginning November 1, 2021, Mr. Steve Raymund assumed the role of Lead Independent Director. In that role, Mr. Raymund presides at meetings of the Board when Mr. Mondello is not present, including executive sessions of the independent directors, approves the agenda and schedule for Board meetings, and has authority to call executive session of the independent directors. Mr. Raymund may also act as a liaison between the Chairman and the independent directors.

 

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LOGO    Jabil Inc. Fiscal Year 2022 Proxy Statement   


Table of Contents

Our Director Nominees

Our Board recommends that you vote FOR each of the director nominees named below for terms that expire at the Annual Meeting held in 2023. The following table provides summary information about each nominee, and you can find additional information under “Proposal 1, Election of Director Nominees” on page 16. All directors with the exception of Mr. Mondello are independent.

 

    Committee Memberships    
Name
Occupation
  Age   Director
Since
  AC   CC   CSC  

N&

CGC

  No. of Other
Public Boards

Anousheh Ansari

CEO, XPRIZE

  56   2016       LOGO   LOGO       1

Christopher S. Holland

Former SVP & CFO, C. R. Bard, Inc.

  56   2018   LOGO       LOGO       1

Mark T. Mondello

CEO & Chairman, Jabil Inc.

  58   2013                   0

John C. Plant

Co-CEO, Chairman, Howmet Aerospace Inc.

  69   2016   LOGO               2

Steven A. Raymund

Retired Chairman & CEO, Tech Data Corporation

and Lead Independent Director, Jabil Inc.

  67   1996       LOGO       LOGO   1

Thomas A. Sansone

Vice Chairman and Retired President, Jabil Inc.

  73   1983   LOGO               0

David M. Stout

Retired President, Pharmaceuticals, GlaxoSmithKline

  68   2009           LOGO   LOGO   0

Kathleen A. Walters

Retired EVP & Group President, Georgia-Pacific

  71   2019       LOGO
          0

            

 

KEY

                             
     LOGO    Member  

AC – Audit Committee

           
 

LOGO  Chair

 

 

CC – Compensation Committee

           
  LOGO     Financial Expert  

CSC – Cybersecurity Committee

           
   

 

N&CGC – Nominating & Corporate Governance Committee

 

 

   

Director Nominee Highlights

 

 

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LOGO
LOGO    Jabil Inc. Fiscal Year 2022 Proxy Statement   


Table of Contents

Key Director Qualifications and Characteristics

 

            

 

Strategic Skills

 

            

  Core Competencies
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Global Operations

  LOGO  

Corporate Governance

LOGO   Business Development & Strategic Planning   LOGO  

Financial & Audit

LOGO  

Supply Chain

  LOGO  

Risk & Compliance

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Technology & Cybersecurity

  LOGO  

Industry Leadership

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Mergers & Acquisitions

   
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Environmental & Sustainability

   
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Human Capital Management

   

Compensation Program Highlights for FY2022

Executive Compensation Philosophy

Jabil’s compensation philosophy is aligned with our business strategy and is designed to attract and retain employees, focus on achievement of short-term and long-term business results, consider individual performance and align with the short and long-term interests of stockholders.

Compensation Best Practices

 

 

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LOGO    Jabil Inc. Fiscal Year 2022 Proxy Statement   


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JABIL ENVIRONMENTAL & SOCIAL GOVERNANCE HIGHLIGHTS

At Jabil, sustainability is the integration of environmental health, social equity, governance and economic growth to create thriving, healthy, diverse and resilient business operations for our employees and the communities in which we live and work.

Enterprise Pillars and Focus Areas

We established three pillars that form the foundation for our global sustainability efforts:

 

 

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Within the pillars, we’ve identified focus areas where we believe we can make the most impact, all of which are aligned with the UN Sustainable Development Goals. Each focus area has five-year goals, noted below:

 

DIVERSITY,
EQUITY &
INCLUSION
 

EMPLOYEE
HEALTH &

WELL-BEING

 

HUMAN

RIGHTS

  COMMUNITY
VOLUNTEERISM
 

CLIMATE

ACTION

  HEALTHY
ENVIRONMENT &
SAFE
OPERATIONS
  RESOURCE
EFFICIENCY
  CIRCULAR
ECONOMY
  CYBERSECURITY

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25%

of Leadership

Positions Held

by Women

 

40+

Established

Programs for

Persons with

Disabilities

 

5 Established

Well-Being Programs at All Manufacturing Sites

 

90%

of Managers Trained on Mental Health Resiliency

 

Maintain Annual Global Site Average Responsible Business Alliance (RBA) Score that Equates to a SILVER

STATUS

Rating

  1 MILLION Volunteer Hours in Calendar Year 2022  

25%

Reduction in Operational* Greenhouse Gas (GHG) Emissions by FY25 and

50%

Reduction by FY30

 

*Scope 1 and 2 GHG Emissions

 

77+

Target EHS

Index Score

 

6% Average Global Reduction of Our Acquired or Purchase Water

 

20% of Applicable Sites Globally Achieve 90% or More Landfill Diversion

  6+ Total Circular Economy Projects Engaged   8+ Achievement of Annual Average Cybersecurity Score

 

LOGO
LOGO    Jabil Inc. Fiscal Year 2022 Proxy Statement   


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Sustainability Council

In May 2021, we formed our first formal Enterprise Sustainability Council to advise and collaborate on sustainable business strategies to provide pathways to responsible, stable, profitable, and long-term economic growth. The membership is a cross functional team of company leaders that help ensure the integration of business and sustainability priorities across the company.

FY2022 Achievements

 

LOGO  

Green House Gas Reduction: Approximately 1.17 million metric tons CO2e were
avoided through the use of renewable energy in fiscal year 2022.

LOGO  

Green Bond Offering: In May 2022, we issued $500 million aggregate principal
amount of senior notes due 2027. In connection with these notes, we intend to
allocate an amount equal to the net proceeds to finance or refinance, in whole or
in part, one or more eligible expenditures related to eco-efficient products, waste
and water diversion, renewable energy, reducing the environmental impact of our
operations, green buildings and clean transportation.

LOGO  

Inclusivity: Jabil celebrated inclusivity through its partnership with the Special
Olympics USA Games. Jabil employees volunteered their time and expertise before
and during the games.

LOGO  

Health and Wellbeing: Jabil has adopted the World Health Organization definition of
health and wellbeing, which is defined as a state of complete physical, mental and
social wellbeing. A health mentorship program was launched in fiscal year 2022 to
establish and track health and wellbeing programs for our sites and to provide
mental health resilience training for employees.

 

LOGO
LOGO    Jabil Inc. Fiscal Year 2022 Proxy Statement   


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CORPORATE GOVERNANCE

Our Board of Directors believes that effective corporate governance creates the foundation that allows Jabil to pursue its mission. Corporate governance at Jabil is designed to promote the long-term interests of our stockholders, maintain internal checks and balances, strengthen management accountability, inspire public trust, and foster responsible decision making and accountability.

Board Leadership Structure

The Board of Directors does not have a policy on whether the same person should serve as both the Chief Executive Officer and Chairman of the Board or, if the roles are separate, whether the Chairman should be selected from the non-management directors. The Board believes that it should have the flexibility to make these determinations in the way that best provides appropriate leadership for Jabil. The Board has determined, however, that when the Chairman is not an independent director, there should also be a lead independent director, who is appointed by the independent directors to serve for a period of at least one year. This position is currently held by Steven Raymund, who assumed the role of Lead Director in November 2021. Mr. Raymund’s knowledge of Jabil and its industry, combined with his extensive experience as a chief executive officer and chairman of a global business and his participation and leadership on other public company boards make him highly qualified to carry out the Lead Director role.

 

 

Role of the Independent Lead Director

 

•  Presides at meetings of the board at which the Chairman is not present, including executive sessions of the non-management directors

•  Upon request, serving as liaison between the Chairman and the independent directors

•  Approving the agenda and schedule for Board meetings

•  If requested by management, being available for consultation and communication with major stockholders

•  Authorized to call executive sessions of the independent directors

 

Board of Directors Meetings during Fiscal Year 2022

The Board of Directors held a total of nine meetings during fiscal year 2022. Each member of the Board attended or participated in at least 89% or more of the aggregate of (i) the total number of meetings of the Board held during fiscal year 2022 and (ii) the total number of meetings held by each committee of the Board on which such director served during fiscal year 2022. The Chairman of the Board presides over all meetings of the Board.

Board Committees

The Board has four standing Committees: (1) Audit Committee, (2) Compensation Committee, (3) Nominating and Corporate Governance Committee, and (4) Cybersecurity Committee. All committees operate under written charters which are posted on our website under the heading Governance at www.jabil.com/investor-relations. Detailed information on each committee is below. All committee members meet the independence requirements of the listing standards of the NYSE and the rules and regulations of the SEC.

 

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LOGO    Jabil Inc. Fiscal Year 2022 Proxy Statement   


Table of Contents

Committee Chart

 

  Director    Audit    Compensation   

Nominating &

Corporate

Governance

   Cybersecurity    Independent    
  Mark Mondello, Chairman & CEO                         
  Steven Raymund, Lead Independent Director         LOGO    LOGO         LOGO
  Thomas Sansone, Vice Chairman    LOGO                   LOGO
  Anousheh Ansari         LOGO         LOGO    LOGO
  Martha Brooks(1)              LOGO         LOGO
  Christopher Holland    LOGO              LOGO    LOGO
  John Plant    LOGO                   LOGO
  David Stout              LOGO    LOGO    LOGO
  Kathleen Walters         LOGO              LOGO

KEY

                        

LOGO     Member                 LOGO     Chair

              

 

  (1)

Ms. Brooks is not standing for re-election and thus her committee membership will conclude on January 26, 2023. The Board expects to appoint a new member to the Nominating & Corporate Governance Committee immediately following her departure.

 

  

Audit Committee

 

11

Meetings in FY 2022

 

Members:

Christopher Holland LOGO

John Plant

Thomas Sansone

 

Independence:

Each member of the

committee is independent.

 

Audit Committee

Financial Experts:

All members of the Audit

Committee are audit

committee financial

experts.

 

Charter Last Revised:

October 20, 2022

  

Role and Responsibilities

 

Assists the Board in fulfilling its oversight responsibilities with respect to:

 

  The integrity of Jabil’s financial statements;

 

  Jabil’s compliance with legal and regulatory requirements;

 

  The qualifications and independence of Jabil’s independent auditor; and

 

  The performance of Jabil’s independent auditor and internal audit function;

 

• Selects, appoints, retains, compensates, oversees the work of, evaluates and, when appropriate, replaces Jabil’s independent auditor;

 

• Reviews in advance and grants any appropriate preapprovals of all audit and non-audit services to be provided by Jabil’s independent auditor; and

 

• To the extent the Audit Committee deems necessary or appropriate, it shall, among other things:

 

  Review and discuss the annual audited financial statements and quarterly financial statements with management and the independent auditor, and review and discuss proposed earnings press releases;

 

   Review and discuss with management and the independent auditor the Company’s internal controls report;

 

  Review with the independent auditor any audit problems or difficulties; and

 

  Discuss guidelines and policies to govern the process by which risk assessment and risk management is undertaken.

 

LOGO
LOGO    Jabil Inc. Fiscal Year 2022 Proxy Statement   


Table of Contents
  

Compensation Committee

 

5

Meetings in FY 2022

 

Members:

Kathleen Walters LOGO

Anousheh Ansari

Steven Raymund

 

Independence:

Each member of the

committee is independent.

 

Charter Last Revised:

October 20, 2022

  

Role and Responsibilities

 

Assists the Board in discharging its oversight responsibilities relating to the compensation of Jabil’s executive officers;

 

• Reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of those goals and objectives, and sets the compensation level of the Chief Executive Officer based on this evaluation and other factors considered by the committee;

 

• Reviews and approves the annual base salaries and incentive compensation of other officers;

 

• Makes recommendations to the Board of Directors for the adoption or modification of equity-based and incentive compensation plans; and

 

• Determines stock ownership guidelines for the CEO and other executive officers of the Company and reviews compliance with such guidelines.

 

• Review and assess as needed the Company’s programs and key metrics related to diversity, equity and inclusion.

 

  

Nominating & Corporate Governance Committee

 

4

Meetings in FY 2022

 

Members:

Steven Raymund LOGO

Martha Brooks(1)

David Stout

 

Independence:

Each member of the

committee is independent.

 

Charter Last Revised:

October 20, 2022

 

                    

(1) Ms. Brooks is not standing for re-election and thus her committee membership will conclude on January 26, 2023. The Board expects to appoint a new member to the Nominating & Corporate Governance Committee immediately following her departure.

  

Role and Responsibilities

 

Assists the Board of Directors in fulfilling its oversight responsibilities by, among other things:

 

• Developing and recommending to the Board of Directors a set of corporate governance guidelines and annually reviewing these guidelines and recommending changes, as appropriate;

 

• Reviewing and reporting on possible Board candidates consistent with the Board’s criteria for selecting new directors;

 

• Annually recommending to the Board of Directors the individuals to be nominated for election or re-election as directors at the annual meeting of stockholders, identifying and recruiting individuals and recommending director candidates to be elected by the Board to fill vacancies and newly created directorships;

 

• Establishing Board compensation and annually reviewing the form and amount of such compensation;

 

• Recommending to the Board of Directors (1) director independence and committee member qualifications, (2) committee member appointments and removals and (3) committee structure and operations.

 

• Providing oversight of the annual evaluation of the Board;

 

• Reviewing emerging corporate governance issues and practices;

 

• Reviewing and approving outside directorships offered to board members

 

• Overseeing new director orientation and ongoing education for directors; and

 

• Overseeing the Company’s programs relating to environment, social, and governance matters except to the extent reserved for the full board or another committee.

 

LOGO
LOGO    Jabil Inc. Fiscal Year 2022 Proxy Statement   


Table of Contents
  

Cybersecurity Committee

 

4

Meetings in FY 2022

 

Members:

Anousheh Ansari LOGO

Christopher Holland

David Stout

 

Independence:

Each member of the

committee is independent.

 

Charter Last Revised:

October 20, 2022

  

Role and Responsibilities

 

Assists the Board in fulfilling its oversight responsibilities regarding Jabil’s cybersecurity programs and risks, including:

 

• Overseeing the cybersecurity practices, procedures and controls management uses to identify, assess and manage Jabil’s key cybersecurity programs and risks;

 

• Ensuring the protection of the confidential intellectual property, information and data of Jabil and its customers; and

 

• Ensuring compliance with applicable data protection laws and regulations;

 

In performing its oversight responsibilities, the Committee will review with management and the Board, and actively advise them regarding, the following, as necessary:

 

• Management’s implementation of cybersecurity programs, policies and procedures and management’s actions to safeguard their effectiveness;

 

• Effectiveness of Jabil’s cybersecurity programs and its practices for identifying, assessing and mitigating cybersecurity risks across all business functions;

 

• Controls to prevent, detect and respond to cyber-attacks or information or data breaches involving Jabil; and

 

• Cyber crisis preparedness, incident response plans, and disaster recovery capabilities.

Executive Sessions

Our independent directors meet at least once annually in executive session without management present. In fiscal year 2022, Mr. Raymund, our Lead Independent Director, presided at such meetings. See “Communication with the Board of Directors” for the method for interested parties to make their concerns known to an independent director, or to the independent directors as a group.

Our Director Nominations Process

One of the tasks of the Nominating and Corporate Governance Committee is to identify and recruit candidates to serve on the Board of Directors. The Nominating and Corporate Governance Committee is responsible for providing a list of director nominees to the Board for nomination at each annual meeting of stockholders. The Nominating and Corporate Governance Committee will consider nominees for Board membership suggested by its members and other Board members, as well as nominees identified by management and stockholders. The Nominating and Corporate Governance Committee may at its discretion retain a third-party executive search firm to identify potential nominees. Jabil’s Chief Executive Officer is included, on a non-voting basis, in the process of identifying candidates. A prospective nominee will be evaluated against the characteristics and competencies set out in Jabil’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee will take into account many factors in evaluating a prospective nominee, including, among other things, having integrity and being accountable, being able to exercise informed judgment, being financially literate, having mature confidence, having high performance standards, and bringing passion and creativity to their role, as well as contributing to the Board’s core competencies and the Board’s diversity of backgrounds, experiences, skills, accomplishments, financial expertise, professional interests, personal qualities and other traits.

Director Recommendations by Stockholders

The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders and evaluate them using the same criteria as other candidates.

 

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LOGO    Jabil Inc. Fiscal Year 2022 Proxy Statement    10 


Table of Contents

All stockholder director nominee recommendations must be in writing, addressed to the Nominating and Corporate Governance Committee in care of Jabil’s Corporate Secretary at Jabil’s corporate headquarters, at 10800 Roosevelt Boulevard North, St. Petersburg, Florida 33716. Submissions must be made by mail, courier or personal delivery. E-mailed submissions will not be considered.

Board Diversity

The Board of Directors and the Nominating and Corporate Governance Committee consider diversity in the selection of nominees, utilizing a broad meaning of the term to include a nominee’s background, experience, skills, accomplishments, financial expertise, professional interests, personal qualities and other traits, including with respect to gender, race, ethnicity and national background, geography, age and sexual orientation, desirable in achieving an appropriate group of qualified individuals to advance our long-term business interests. Diversity is noted to be a factor for consideration of nominees for director in our Corporate Governance Guidelines and, as part of the search process for each new director, the Nominating and Corporate Governance committee seeks to include women and minorities in the pool of candidates.

Determinations of Director Independence

The Board, with the assistance of the Nominating and Corporate Governance Committee, periodically undertakes a review of director independence. For a director to be considered independent, the Board must determine that the director does not have a material relationship with Jabil and is otherwise independent under the listing standards of the NYSE. The Board considers all material relevant facts and circumstances known to it in making an independence determination, both from the standpoint of the director and from that of persons or organizations with which the director has an affiliation. As a result of this review, the Board determined that the following eight of nine directors are independent: Anousheh Ansari, Martha F. Brooks, Christopher S. Holland, John C. Plant, Steven A. Raymund, Thomas A. Sansone, David M. Stout and Kathleen A. Walters. Mr.  Mondello is not considered to be independent because he currently serves as our Chief Executive Officer.

Annual Meeting of Stockholders Attendance Policy

Jabil’s Corporate Governance Guidelines require all directors to endeavor to attend all annual meetings of stockholders, absent unanticipated personal or professional obligations which preclude them from doing so. To facilitate such attendance, Jabil schedules a regular meeting of the Board of Directors on the same date as the annual meeting. All of Jabil’s directors attended the most recent Annual Meeting of Stockholders held in January 2022.

Director Stock Ownership Requirements

The Corporate Governance Guidelines require directors to accumulate, within five years of joining the Board, at least the number of shares of company stock equal to such director’s most recent annual Board membership cash fee (not including any additional fees for Committee or Chair service), multiplied by five. The following forms of ownership are counted towards a director’s compliance with this requirement:

 

   

Shares deemed to be beneficially owned under federal securities laws;

 

   

Unvested time-based restricted stock shares;

 

   

Shares subject to unvested time-based restricted stock unit awards; and

 

   

Other forms of ownership approved by the Board or a committee thereof.

If a director does not achieve the applicable stock ownership minimum by the applicable deadline or any time thereafter, the director will be required to retain at least half of the net shares following option exercise or restricted stock or restricted unit award vesting that remain after shares are sold or netted to pay any applicable option exercise prices and withholding taxes.

 

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Majority Voting for Directors

Our directors are elected in uncontested elections by a majority vote. In contested director elections, a plurality voting standard will apply, which means the nominees receiving the greatest number of votes will be elected to serve as directors.

To be elected in an uncontested election, the votes “for” a director must exceed 50% of the votes actually cast with respect to the director’s election. Votes actually cast include votes where the authority to cast a vote for the director’s election is explicitly withheld and exclude abstentions with respect to that director’s election, so abstentions and any broker non-votes will have no effect on the election of directors. If an incumbent director does not receive more than 50% of the votes actually cast, the incumbent director will promptly tender his or her conditional resignation following certification of the vote. The Nominating and Corporate Governance Committee will consider the resignation offer and recommend to the Board of Directors whether to accept such offer. The Board will act on the recommendation within 90 days following the recommendation. Thereafter, the Board will promptly disclose its decision whether to accept the director’s resignation offer (and the reasons for rejecting the offer, if applicable) in a Current Report on Form 8-K or by a press release. If the Board does not accept the resignation, the director will continue to serve until the next annual meeting and until a successor has been elected and qualified or until his or her earlier death, resignation or removal. If the Board accepts the resignation, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board.

The election of directors at this year’s Annual Meeting is an uncontested election and thus the majority voting standard applies.

Continuing Excellence

Director Orientation and Ongoing Education

Director orientation – Our robust orientation program familiarizes new directors with Jabil’s businesses, strategies, and policies, and assists new directors in developing company and industry knowledge to optimize their service on the Board.

Continuing education – Regular continuing education programs enhance the skills and knowledge directors use to perform their responsibilities. These programs may include internally developed materials and presentations, programs presented by third parties, and financial and administrative support to attend academic or other independent programs.

Board and Committee’s Annual Evaluation Process

The Board of Directors annually evaluates the performance of the Board and its members. The Nominating & Corporate Governance Committee reviews the results, which are then reported to and discussed with the Board.

Risk Oversight

The Board’s Role in Risk Oversight

Jabil faces a variety of risks, including various operational, financial and other risks. The nature and effect of these risks vary in many ways, including our ability to anticipate and understand the risk, the types of negative impacts that could result if the risk manifests itself, the likelihood that an undesired event or a particular adverse impact would occur, and our ability to control the risk and reduce potential adverse impacts. While particular actions or activities can avoid or mitigate some risks, some risks are unavoidable as a practical matter. The Board takes the potential adverse impact of a risk into consideration when determining the appropriate amount of resources that should be allocated to avoid or mitigate the risk. In some cases, a higher degree of risk may be acceptable because of a greater perceived potential for reward.

 

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The Board oversees risk management directly and through its committees. Generally, the Board oversees risks that may affect the business of Jabil as a whole, including operational matters. The Audit Committee is responsible for oversight of Jabil’s accounting and financial reporting processes and also discusses with management Jabil’s financial statements, internal controls and other accounting and related matters. The Compensation Committee oversees certain risks related to compensation programs, the Nominating and Corporate Governance Committee oversees certain corporate governance risks, and the Cybersecurity Committee focuses on cybersecurity risk. As part of their roles in overseeing risk management, these committees periodically report to the Board regarding briefings provided by management and advisors as well as the committees’ own analysis and conclusions regarding certain risks faced by Jabil. Management is responsible for implementing the risk management strategy and developing policies, controls, processes and procedures to identify and manage risks.

Business and operational risks are considered by the Board in many ways. The Board receives reports from management at least quarterly identifying and discussing various risks facing the Company and its two operating segments and meets with members of the management team to discuss those risks at least quarterly. Our Chief Executive Officer communicates regularly with the Board on such matters. In addition, the Senior Vice President, Finance and the internal audit department periodically report to the Audit Committee on their evaluation of management’s effectiveness in addressing risks, by providing a comprehensive review of certain business and related risks, an assessment and ranking of various identified risk items based on their likelihood and the severity of the consequences, including both financial and non-financial impacts, and plans to manage and mitigate such risks. The Senior Vice President, Finance and the internal audit department also consult with third party sources and advisors regarding certain potential risks facing Jabil and incorporate the results of these consultations in their reports. Certain financial risks are identified and discussed during our quarterly and year-end processes. As part of this process, Jabil receives input from a broad range of people, including local and regional facility controllers, regarding financial results, compliance matters, and other matters.

Cybersecurity Risk

In 2019 the Board created a new Cybersecurity Committee to assist the Board in fulfilling its oversight responsibilities with regard to the Company’s cybersecurity programs and risks, including the cybersecurity practices, procedures and controls management uses to identify, assess and manage the Company’s key cybersecurity programs and risks, to protect the confidential intellectual property, information and data of the Company and its customers and to comply with applicable data protection laws and regulations. In fiscal year 2022, management conducted a cybersecurity crisis simulation tabletop exercise and discussed the results with the Board. At each of its meetings, the Committee receives a report from management on cybersecurity incident management. The members of the Committee are Messrs. Holland and Stout and its Chairman is Ms. Ansari.

Risks in Compensation Practices

Jabil regularly conducts risk assessments of its compensation policies and practices for its employees, including those relating to its executive compensation programs. Our programs contain various mitigating factors to ensure our employees, including the named executive officers (the “NEOs”), are not encouraged to take unreasonable risks in managing the business. These factors include:

 

   

Annual cash incentives and vesting for performance-based long-term awards using financial measures with sliding scales, which provide lower payments for lower performance and higher pay for higher performance but set maximum payouts at 200% of the target levels for cash incentives and 150% to 200% of the target levels for performance-based equity awards.

 

   

For most cash incentive participants, performance metrics focused primarily on the use of broad-based financial metrics, including a mixture of consolidated and business-specific goals, with no single factor receiving an excessive weighting.

 

   

A mix of time-based and performance-based equity awards for senior management to avoid having a relatively high percentage of compensation tied to one element. We believe that time-based

 

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equity awards should reduce risky behavior because these awards are designed to retain employees and are earned over time.

 

   

A balance of short-term and long-term compensation creating diverse time horizons.

 

   

Challenging performance targets.

 

   

Performance measurement periods that encourage long-term, rather than short-term, performance.

 

   

Minimum stock ownership requirements for our executive officers and directors to align them with the long-term interests of our stockholders.

 

   

Oversight of programs by a group of functions within Jabil.

 

   

Advice from outside advisors who are knowledgeable regarding various compensation policies and their associated risks.

 

   

Adoption of a clawback policy that allows us to recover performance-based compensation paid to executive officers on the basis of certain inaccurate financial results.

 

   

Inclusion of provisions in our equity award agreements allowing award value to be clawed back in certain circumstances, including in the event of a substantial violation of our Code of Conduct.

Based upon these assessments, we believe that our compensation policies and practices do not encourage excessive or unreasonable risk taking and are not reasonably likely to have a material adverse effect on Jabil.

Compensation Committee Interlocks and Insider Participation

Jabil’s Compensation Committee is currently composed of Ms. Walters, Ms. Ansari and Mr. Raymund. No member of the Compensation Committee is currently or was formerly an officer or an employee of Jabil or its subsidiaries. There are no compensation committee interlocks and no insider participation in compensation decisions that are required to be reported under the rules and regulations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Related Party Transactions

Related Party Transactions Policy

Our Board of Directors has adopted a written policy governing the approval of related party transactions. “Related Party Transactions” are transactions in which Jabil is a participant, the amount involved exceeds $120,000 and a “Related Party” had, has or will have a direct or indirect material interest. “Related Parties” are Jabil’s directors (including any nominees for election as directors), its executive officers, any stockholder who beneficially owns more than 5% of Jabil’s outstanding common stock, any immediate family member of any of the foregoing persons and any firm, corporation, charitable organization or other entity in which any of the persons listed above is an officer, general partner or principal or in a similar position or in which the person has a beneficial ownership interest of 10% or more. Under the Related Party Transactions Policy, Jabil’s General Counsel (or its Chief Executive Officer if the related party is the General Counsel or an immediate family member of the General Counsel) will review potential Related Party Transactions to determine if they are subject to the Policy. If so, the transaction will be referred to the Audit Committee for approval or ratification. If, however, the General Counsel determines that it is not practical to wait until the next Audit Committee meeting, the Audit Committee Chair shall have the authority to act on behalf of the Audit Committee in approving or ratifying a Related Party Transaction (unless the Audit Committee Chair is a Related Party in the Related Party Transaction). In determining whether to approve a Related Party Transaction, the Audit Committee (or, as applicable, the Audit Committee Chair) will consider, among other things, the benefits of the transaction to Jabil, the potential effect of entering into the transaction on a director’s independence, the availability of other sources for the products or services, the terms of the transaction and the terms available to unrelated third parties generally. Any member of the Audit Committee who has an interest in the transaction under discussion will abstain from voting on the approval of the Related Party Transaction. The Audit Committee has authority to administer the Related Party Transactions Policy and to amend it as appropriate.

 

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Certain Related Party Transactions Policy

Bradley McCoy, a brother of Frederic McCoy who is an executive officer of Jabil, is employed by Jabil as a Senior Business Unit Manager. His total compensation for fiscal year 2022 exceeded $200,000. Jordan Wilson, a son of Kenneth Wilson who is an executive officer of Jabil, is employed by Jabil as a Business Unit Manager. His total compensation for fiscal year 2022 was approximately $120,000.

Stockholder Engagement

Our investor relations team and senior management regularly meet with current and prospective stockholders to review our business model and strategy. In fiscal 2022, we met with several current and prospective investors, both in person and virtually. Additionally, during calendar years 2020 and 2021, we conducted an investor perception study to gauge meaningful investor sentiment.

We value stockholders and utilize these interactions to better understand external perspectives on strategy, financial performance, executive compensation and other matters important to the investment community. Our investor relations team can be contacted at [email protected].

Corporate Governance Guidelines

The full text of the Corporate Governance Guidelines can be found in the Investors — Governance section of Jabil’s website (www.jabil.com). The Corporate Governance Guidelines reflect the principles by which Jabil and its Board of Directors operate. The Nominating and Corporate Governance Committee interprets the Corporate Governance Guidelines and determines whether actions taken are in compliance with the Guidelines.

Code of Conduct

Jabil has adopted a worldwide Code of Conduct, applicable to all directors, officers and employees, including our Chief Executive Officer and our Chief Financial Officer. The Code of Conduct meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, as well as the requirements of a “code of business conduct and ethics” under the NYSE listing standards. The Code of Conduct covers topics including, but not limited to, conflicts of interest and confidentiality of information. A copy of the Code of Conduct can be found in the Investors — Governance section of Jabil’s website (www.jabil.com). Amendments to, or waivers of the provisions of, the Code of Conduct, if any, made with respect to any of our directors and executive officers will be posted on our website.

How to Communicate with our Board

Stockholders may contact the Board about corporate governance or matters related to the Board. Communications about these topics will be received and processed by Jabil’s Corporate Secretary before being forwarded to the Board, a committee of the Board, or a director, as designated in any accompanying message.

Communications directed to any director, or any group of directors, must be in writing and mailed to:

Jabil Inc.

Office of the Corporate Secretary

10800 Roosevelt Boulevard North

St. Petersburg, Florida 33716

 

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PROPOSAL NO. 1

Election of Directors

Nominees

Eight directors are to be elected at the Annual Meeting. Jabil’s Board of Directors has authorized the nomination of all director candidates named below. Unless otherwise instructed, the proxy holders will vote the proxies received by them for Jabil’s eight nominees, all of whom are presently directors of Jabil. If any nominee of Jabil is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board of Directors to fill the vacancy. Jabil is not aware of any nominee who will be unable or will decline to serve as a director. The term of office of each person elected as a director will continue until the next annual meeting of stockholders and until a successor has been elected and qualified, or until his or her earlier death, resignation or removal. There are no family relationships among any of the directors and executive officers of Jabil.

There are no arrangements or understandings between any of the persons nominated to be a director and any other persons pursuant to which any of such nominees was selected. A majority of the director nominees are “independent” as defined in the applicable listing standards of the NYSE.

 

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Anousheh Ansari

 

Director Since: 2016

 

Age: 56

 

Other Public Company Boards:

  XOS, Inc. (since 2021)

   Ms. Ansari’s extensive business and leadership experience, particularly in the technology industry, including her service as the CEO of XPRIZE and, prior to that, Prodea Systems, qualify her for re-election to the Board.
  

 

Career Highlights

 

  CEO of XPRIZE, a 501(c)(3) nonprofit that designs and implements competition models to solve world challenges (2018 - present) and Member of the XPRIZE Board and Audit Committee since 2001

  CEO and Chairman of Prodea Systems, a privately held company she founded that provides services and applications for in-home smart devices, networked appliances and mobile lifestyle devices (2006-2018)

 

Education

 

  B.S. in Electronics and Computer Engineering from George Mason University

  Master’s in Electrical Engineering from George Washington University

 

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Christopher S. Holland

 

Director Since: 2018

 

Age: 56

 

Other Public Company Boards:

  STERIS PLC (since 2020)

   Mr. Holland’s extensive financial and operational experience, particularly in large, multi-national corporations in the services, healthcare and manufacturing sectors, qualify him for re-election to the Board.
  

 

Career Highlights

 

  Senior Vice President and Chief Financial Officer of C.R. Bard, Inc., a multinational developer, manufacturer and marketer of medical technologies and products (2012-2017); in 2015 he assumed responsibility for Business Development, Corporate Marketing, Reimbursement, Healthcare Economics and Strategy; and headed Bard Medical Division (2013-2015)

  Senior Vice President, Finance and Treasurer of Aramark Corporation, a global provider of food, facilities and uniform services (2006-2012)

 

Education

 

  B.A. in Economics and Political Science, Drew University

  M.B.A. in Finance, New York University - Leonard N. Stern School of Business

 

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Mark T. Mondello

 

Director Since: 2013

 

Age: 58

 

Other Public Company Boards:

  None

  

Mr. Mondello’s current service as Chairman and Chief Executive Officer of Jabil, as well as his extensive knowledge of Jabil and its industry, qualifies him for re-election to the Board.

 

Career Highlights

 

  Chairman of the Board of Directors (November 2021-present)

  CEO and Director of Jabil Inc. (2013 - present)

  Mr.  Mondello served as Chief Operating Officer from 2002 to 2013. Mr. Mondello joined Jabil in 1992 as a manufacturing supervisor and has held various leadership roles, including SVP, Business Development. Prior to joining Jabil, Mr. Mondello was a commercial and defense-related aerospace project manager for Moog, Inc.

 

Education

 

  B.S. in Mechanical Engineering from the University of South Florida

 

 

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John C. Plant

 

Director Since: 2016

 

Age: 69

 

Other Public Company Boards:

  Howmet Aerospace Inc.

(since 2016)

 

  MASCO Corporation

(since 2012)

   Mr. Plant’s current public company executive experience as well as his distinguished career in the automotive industry, spanning nearly 40 years, and his leadership in and succession to key executive roles provide strategic and operational perspectives to the deliberations of the Board and qualify him for re-election.
  

 

Career Highlights

 

  Co-CEO, Howmet Aerospace Inc., a global leader in engineered metal products. Howmet was created after the separation of Arconic Inc., a lightweight metals engineering & manufacturing company, where he served as CEO (February 2019 – March 2020). Mr. Plant is currently under contract to act as co-CEO of Howmet Aerospace Inc. until March 2023

  CEO, President and Chairman of TRW Automotive Holdings Corporation, (“TRW”), a diverse automotive supplier, which was renamed ZF TRW Automotive in 2015 (2011-2015)

 

Education

 

  B.A. Commerce in Economics, Accounting & Law, University of Birmingham

  Honorary Doctorate from University of Birmingham

  Fellow of the Institute of Chartered Accountants

 

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Steven A. Raymund

 

Director Since: 1996

 

Age: 67

 

Other Public Company Boards:

  Wesco (since 2006)

   Mr. Raymund’s considerable experience as Chief Executive Officer and Chairman of a Fortune 500 company in a global distribution business, as well as his supply chain expertise, broad experience as a public company director in various industries, and as an audit committee financial expert qualify him for re-election to the Board.
  

 

Career Highlights

 

  Chairman of the Board, Tech Data Corporation, a distributor of personal computer products (2001-2017); Chief Executive Officer (1986-2006); and Chief Operating Officer (1984-1986)

 

Education

 

  B.S. in Economics from the University of Oregon

  Master’s Degree in International Politics from Georgetown University, School of Foreign Services

 

 

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Thomas A. Sansone

 

Director Since: 1983

 

Age: 73

 

Other Public Company Boards:

  None

   Mr. Sansone’s in-depth knowledge of Jabil’s core business as a previous President of the Company, in addition to extensive business and legal experience, qualify him for re-election to the Board.
  

 

Career Highlights

 

  Vice Chairman of the Board (1999-present) and President of Jabil Inc. (1988-1999)

  Prior to joining Jabil, Mr. Sansone was a practicing attorney specializing in taxation

 

Education

 

  B.A. from Hillsdale College

  J.D. from Detroit College of Law

  LL.M. in taxation from New York University

 

 

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David M. Stout

 

Director Since: 2009

 

Age: 68

 

Recent Prior Public Company

Boards:

  Pharnext SA (2018-2020)

  Idorsia, LTD (2017-2019)

   Mr. Stout’s extensive business experience in the pharmaceutical industry and his service on boards of other publicly traded companies qualify him for re-election to the Board.
  

 

Career Highlights

 

  President, Pharmaceuticals, GlaxoSmithKline (GSK), with responsibility for global pharmaceutical operations (2003-2008), and as President of U.S. Pharmaceuticals at GSK (1999-2003)

  Senior Vice President, Sales and Marketing of U.S., SmithKline Beecham (1996-1999)

  Board Member of BlueWillow Biologics, a biopharmaceutical company (present)

  Board Member of Vaxxilon, a developer of vaccines (2015- 2019)

 

Education

 

  B.S. in Biology from Western Maryland College (now McDaniel College)

 

 

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Kathleen A. Walters

 

Director Since: 2019

 

Age: 71

 

Prior Public Company Boards:

  Jabil Inc. (2005-2010)

   Ms. Walters’ in-depth knowledge of Jabil’s core business as a previous Director of the Company, in addition to extensive global consumer products and paper industry experience qualify her for re-election to the Board.
  

 

Career Highlights

 

  EVP & Group President, Consumer Products, Georgia-Pacific, a Koch Company, with responsibility for the company’s consumer and business to business packaged goods businesses worldwide (2007-2019)

  Served on the INVISTA Board of Managers, Koch Industries (retired 2019)

  Chairman of Board of Trustees, Syracuse University (since 2019)

  Serves on the Board of World Affairs Council of Atlanta (since 2017)

  Serves on the Board of Georgia Aquarium (since 2008)

 

Education

 

  B.S. in Mathematics from Syracuse University

  M.B.A., Finance & Strategic Planning, Wharton School, University of Pennsylvania

 

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Director Compensation

It is the general practice of the Board that compensation for non-management directors be a mix of cash and equity.

2022 Fiscal Year Compensation

For fiscal year 2022, the annual retainers shown in the chart below were established for Jabil’s non-management directors.

 

  Position    Annual Retainer ($)      

  Board membership fee (non-management directors only)

     65,000    

  Chairman of the Board(1)

     150,000    

  Audit Committee – Chair

     40,000    

  Audit Committee – other members

     15,000    

  Compensation Committee – Chair

     30,000    

  Compensation Committee – other members

     15,000    

  Nominating and Corporate Governance Committee – Chair

     20,000    

  Nominating and Corporate Governance Committee – other members

     10,000    

  Cybersecurity Committee – Chair

     20,000    

  Cybersecurity Committee – other members

     10,000    

 

  (1) 

Mr. Main received compensation for his role as Chairman, but Mr. Mondello does not.

Directors do not receive Board or Committee meeting fees but are reimbursed for expenses incurred in attending Board and committee meetings.

In addition to the cash compensation described above, non-employee directors annually receive an equity award under the 2021 Equity Incentive Plan (the “Equity Incentive Plan”). For fiscal year 2022, the non-employee directors received time-based restricted stock units (“RSUs”) valued at $210,000, or 3,400 RSUs based on Jabil’s closing price on the date of grant rounded to the nearest 100 shares. These RSUs vested on October 21, 2022, for all directors other than Mr. Sansone, whose RSUs are cash settled. As a result, Mr. Sansone received $203,014 (calculated by multiplying 3,400 RSUs by $59.71, our closing stock price on October 20, 2022). The following table summarizes the compensation of our directors for fiscal year 2022.

 

  Name    Fees Earned or
Paid in Cash
($)
    

Stock Awards

($)(1)

    

All Other

Compensation
($)(2)

    

Total  

($)  

 

  Mark T. Mondello(3)

                          —    

  Steven A. Raymund

     101,250        212,942        1,856        316,048    

  Thomas A. Sansone

     81,500        212,942        1,856        296,298    

  Anousheh Ansari

     100,000        212,942        1,856        314,798    

  Martha F. Brooks

     78,750        212,942        1,856        293,548    

  Christopher S. Holland

     108,750        212,942        1,856        323,548    

  John C. Plant

     80,000        212,942        1,856        294,798    

  David M. Stout

     90,000        212,942        1,856        304,798    

  Kathleen A. Walters

     91,250        212,942        1,856        306,048    

 

(1)

Amounts shown under the Stock Awards column reflect the aggregate grant date fair value of the award pursuant to Accounting Standards Codification, Topic 718 (ASC 718). For each director, this amount was determined by multiplying the total number of RSUs awarded (3,400) by the closing stock price on the grant date, October 21, 2021 ($62.63). For each director other than Mr. Sansone, this amount is the aggregate amount of expense that has been or will be recognized by us for financial statement reporting purposes in accordance with ASC 718 over the requisite service period of the award granted. For Mr. Sansone, the aggregate amount of expense that has been or will be recognized by us is $203,014 due to the cash settlement of his award. The assumptions used for the valuations are set forth in Note 12 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended August 31, 2022. As of August 31, 2022, Messrs. Raymund, Holland, Plant, Sansone and Stout and Mmes. Ansari, Brooks and Walters held 3,400 shares subject to outstanding, unvested RSUs. Mr. Sansone’s award settles in cash in lieu of shares.

 

(2)

Cumulative dividend equivalents paid to non-employee directors upon the vesting of restricted stock units on October 15, 2021.

 

(3)

As Chief Executive Officer of the Company, Mr. Mondello does not receive any separate compensation for his service on the Board. Please see the Fiscal Year 2022 Summary Compensation Table for a summary of the compensation received by Mr. Mondello with respect to fiscal year 2022.

 

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AUDIT COMMITTEE MATTERS

Jabil Inc.’s Audit Committee serves to assist Jabil’s Board in fulfilling the oversight responsibilities it has with respect to the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the qualifications and independence of the Company’s independent auditor, and the performance of the Company’s independent auditor and the Company’s internal audit function.

The Audit Committee is composed solely of independent directors, as defined in the listing standards of the NYSE, as well as other statutory, regulatory and other requirements applicable to Jabil.

The Audit Committee operates under a written charter adopted by the Board, a copy of which is available in the Investors Relations section of Jabil’s website (www.jabil.com). The Audit Committee annually reviews and assesses the adequacy of its charter in order to ensure timely compliance with statutory, regulatory, listing and other requirements applicable to Jabil.

Jabil’s management has primary responsibility for the preparation, presentation and integrity of Jabil’s financial statements and its financial reporting process, including internal control over financial reporting. Jabil’s independent registered public accounting firm is responsible for expressing an opinion on the effectiveness of Jabil’s internal control over financial reporting and conformity of Jabil’s financial statements with United States generally accepted accounting principles. The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or the independent registered public accounting firm.

The Audit Committee has the authority and responsibility to select, evaluate and, when appropriate, replace the independent registered public accounting firm. The Audit Committee also has periodic discussions with management and the independent registered public accounting firm with regard to the quality and adequacy of Jabil’s internal controls. Management’s and the independent registered public accounting firm’s presentations to, and discussions with, the Audit Committee also cover various topics and events that may have significant financial impact or are the subject of discussions between management or the independent registered public accounting firm.

 

 

AUDIT COMMITTEE REPORT

 

For fiscal year 2022, EY has acted as Jabil’s independent registered public accounting firm. In this context, the Audit Committee reports as follows:

 

(1)  The Audit Committee has reviewed and discussed the audited financial statements with Jabil’s management and EY.

(2)  The Audit Committee has discussed with EY the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

(3)  The Audit Committee has received and reviewed the written disclosures and the letter from EY required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with EY its independence from Jabil.

(4)  Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to Jabil’s Board, and the Board approved, that the audited financial statements be included in Jabil’s Annual Report on Form 10-K for the fiscal year ended August 31, 2022, for filing with the SEC.

(5)  The Audit Committee has appointed EY as Jabil’s independent registered public accounting firm for the fiscal year ending August 31, 2023.

 

Submitted by the Audit Committee of the Board of Directors:

 

 

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The information contained in the above Audit Committee Report shall not be deemed “soliciting material” or “filed” with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into such filings.

 

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Principal Accounting Fees and Services

The following table presents fees for professional audit services rendered by EY for the audit of Jabil’s annual financial statements for the fiscal years ended August 31, 2022 and August 31, 2021, and fees billed for other services rendered by EY during those periods.

 

  Ernst & Young   

Fiscal Year 2022

($)

    

Fiscal Year 2021

($)

    

            

 

  Audit Fees (1)

     12,390,000        12,382,000     

  Audit-Related Fees (2)

     127,000        115,000     

  Tax Fees (3)

     1,570,000        1,900,000     

  All Other Fees (4)

     7,000        6,000     

  Total

     14,094,000        14,403,000     

 

  (1)

Audit fees relate to professional services rendered in connection with the audit of Jabil’s annual financial statements and internal control over financial reporting, quarterly review of financial statements, and audit services provided in connection with other statutory and regulatory filings. In addition, audit fees include fees for services rendered in connection with the Company’s adoption of new accounting and tax standards.

 

 

  (2)

Audit-related fees relate to professional services that are reasonably related to the performance of the audit or review of Jabil’s financial statements.

 

 

  (3)

Tax fees relate to professional services rendered in connection with tax compliance and preparation relating to tax returns and tax audits, as well as for tax consulting and planning services.

 

 

  (4)

Subscription fees for a cloud-based accounting research tool provided by EY.

 

Policy on Audit Committee Pre-Approval of Audit, Audit-Related and Permissible Non-Audit Services

The Audit Committee’s policy is to pre-approve all audit, audit-related and permissible non-audit services provided by the independent registered public accounting firm in order to assure that the provision of such services does not impair the auditor’s independence. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Management is required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. During fiscal year 2022, all services were pre-approved by the Audit Committee in accordance with this policy.

PROPOSAL NO. 2

Ratification of Appointment of

Independent Registered Public Accounting Firm

In October 2022, the Audit Committee approved the selection of Ernst & Young LLP (“EY”) to serve as Jabil’s independent registered public accounting firm for the fiscal year ending August 31, 2023. EY has served as Jabil’s independent registered public accounting firm since 2010. The Audit Committee reviews the performance of the independent registered public accounting firm annually.

Representatives of EY are expected to be present during the Annual Meeting, will have the opportunity to make a statement and will be available to respond to questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

If the stockholders do not ratify the selection of EY, the appointment of the independent registered public accounting firm will be reconsidered by the Audit Committee of the Board of Directors.

 

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COMPENSATION MATTERS

Compensation Discussion and Analysis

This CD&A discusses the compensation for the fiscal year ended August 31, 2022, of the NEOs listed in the Summary Compensation Table on page 38 of this Proxy Statement. The NEOs are:

 

  NEO    Title

  Mark Mondello

  

Chief Executive Officer & Chairman of the Board

  Michael Dastoor

  

Chief Financial Officer

  Steven Borges

  

Executive Vice President, CEO, Diversified Manufacturing Services

  Kenneth Wilson

  

Executive Vice President and CEO Elect (beginning May 1, 2023)

  Bruce Johnson(1)

  

Retired Executive Vice President, Chief Human Resources Officer

  Michael Loparco(2)    

  

Retired Executive Vice President, CEO, Electronic Manufacturing Services

 

  (1)

Mr. Johnson retired from his position as EVP, Chief Human Resources Officer effective August 31, 2022, but will remain with the Company as an advisor through December 31, 2022.

  (2)

Mr. Loparco retired from his position as EVP, CEO, Electronic Manufacturing Services effective March 1, 2022 but remained with the Company as an advisor through March 31, 2022.

Executive Summary

As a reminder, Jabil’s 2022 fiscal year began September 1, 2021 and ended August 31, 2022. Despite a dynamic and challenging global operating environment, Jabil’s financial performance in fiscal year 2022 was strong.

Jabil’s compensation program is intended to be competitive with the market practices of its peer group and other competitors for talent. It reflects our pay for performance philosophy by placing a significant majority of our NEO compensation “at risk” in the form of variable pay elements tied to financial and operational performance goals and to Jabil’s stock price. Each fiscal year, the Compensation Committee views all of the compensation elements together, including historical achievement levels, to balance both long-term and short-term objectives and to motivate each NEO to attain those objectives. We typically rely heavily on equity-based awards to accomplish this balance, as we believe such awards create a strong alignment with the achievement of stockholder value over the long term.

In fiscal year 2022, we established threshold and target levels of corporate core operating income, corporate core operating income margin and corporate free cash flow that applied to annual cash incentives and established certain earnings per share growth targets over a three-year performance period required for performance-based equity awards to vest. We also granted equity awards that vest based on total shareholder return relative to the S&P Supercomposite Technology Hardware and Equipment Index for a three-year performance period. The Compensation Committee believes these performance measures correlate highly to long-term stock price performance.

The Compensation Committee set performance goals that we believed were challenging, yet attainable, to achieve target performance, and set difficult performance goals to achieve maximum performance, under both our short-term and long-term incentive programs.

 

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Executive Compensation Practices

In connection with designing our executive compensation program, we monitor the evolution of compensation best practices. Some of the most important practices incorporated into our program include the following:

 

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Executive Compensation Guiding Principles, Philosophy & Rationale

The Compensation Committee believes that executive compensation opportunities should align with and enhance long-term stockholder value. We believe that this core philosophy is embedded in all aspects of our executive compensation program and is reflected in an important set of guiding principles, described below. The Compensation Committee reviews the compensation philosophy annually. We believe that the application of these principles enables us to create a meaningful link between compensation outcomes and long-term, sustainable growth for our stockholders.

 

Guiding

Principles

 

Elements of

Compensation

   Philosophy and Rationale

Pay for

Performance

 

A substantial majority of pay is variable, contingent and directly linked to Company financial and stock price performance.

  

An effective way to reach our short- and long-term financial and strategic objectives is to make a majority of an executive’s overall target compensation dependent on the achievement of such objectives and stock price performance.

•   We believe the portion of an executive’s total compensation that varies with performance and the particular financial and operational incentive metrics should be a function of the executive’s responsibilities and ability to drive and influence results.

•   As an executive’s responsibility and influence increase, so should the level of performance-based, at-risk compensation relative to the executive’s base salary.

 

The program should be competitive and fair with regard to all aspects of how executives are treated and represent a joint commitment on the part of the Executive and Company.

 

Compensation paid should reflect the Board’s fair assessment of performance and be subject to recoupment in the event such amounts were paid in error or fraud.

 

Compensation paid should consider the quality of individual contributions to the success of the organization.

 

The program should be transparent and simple to communicate, both internally and externally.

 

Alignment with Stockholders’ Interests

  We believe that the financial interests of executives are aligned with the long-term interests of our stockholders through stock-based compensation and performance metrics that we believe correlate with long-term stockholder value.   

We seek to provide an appropriate link between compensation and the creation of long-term stockholder value. We believe executives’ interests are more directly aligned with the interests of our stockholders when the compensation program:

•   emphasizes long-term financial performance, business objectives and the strategic focus of our businesses;

•   is significantly impacted by the value of our stock; and

•   results in a continuing significant ownership of our stock.

 

Share ownership guidelines ensure alignment with our stockholder’s interests by balancing the achievement of annual financial and operational goals with a strong focus on creating long-term stockholder value.

 

Long-term focus

 

We use metrics in both our short-term and long-term incentive program that we believe are aligned with our long-term strategic goals.

  

For our most senior executives, long-term stock-based compensation opportunities will significantly outweigh short-term cash-based opportunities. Annual objectives should complement sustainable long-term performance. Incentive plan goal-setting should be linked to Board-approved long-term strategic plans.

 

Competitiveness

  Total compensation should be sufficient to attract, retain and incentivize the leadership team. Each element should be benchmarked relative to peers and the broader marketplace for executive talent.   

To attract highly qualified executives, motivate executives to perform at their highest levels and retain executives with the leadership abilities and skills necessary to drive and build long-term stockholder value, compensation must be competitive and reflect the value of each executive’s position in the market and within Jabil.

•   Compensation opportunities should be established based on the marketplace in which we compete for talent, with consideration given to skills and geography.

•   To ensure our compensation is appropriately competitive, target direct compensation, as a whole, should generally align with market median practices.

 

While target total compensation should be competitive, performance that exceeds target should be appropriately rewarded.

 

Individual pay opportunities may fall above or below target opportunities based upon individual performance, experience and retention risk.

 

 

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Balance

  The elements of compensation are balanced to motivate each NEO to achieve both long-term and short-term objectives. We rely more heavily on equity-based awards, as we believe this element has the strongest alignment to the achievement of stockholder value over the long term.   

Elements of compensation should be balanced and reflect a performance-based orientation focused on the achievement of short-term milestones in support of long-term stockholder value creation.

 

Our compensation program is designed to be challenging but fair. Executives should have the opportunity to earn market competitive pay for delivering expected results. As results exceed expectations (both internal and external), pay levels may increase above market median levels. If performance falls below expected levels, actual pay may fall below market median.

 

The approach to compensation should assure that adverse or excessive risk taking is discouraged.

 

All aspects of the program should be consistent with sound corporate governance.

 

Elements of the Executive Compensation Program

The Compensation Committee believes that the elements of the executive compensation program further our guiding principles. The following table summarizes the major elements of Jabil’s executive compensation program and the purposes and values in using these elements:

 

Element

   Purposes and Values

Salaries

  

    Provide a minimum fixed amount of compensation.

   Reflect an officer’s experience, business judgment, scope of responsibility, impact upon the organization and role in developing and implementing overall business strategy.

   Recognize individual performance.

   Reviewed annually and compared with salaries of comparable executives within the Company and in the peer group and compensation surveys.

Short-term Incentives

  

    Communicate strategic priorities and identify key financial and business objectives.

   Motivate achievement of short-term objectives, as well as long-term objectives by using largely consistent metrics year over year.

   100% at-risk, with minimum financial thresholds that must be achieved to receive any payout.

   Target bonus opportunities (as a percentage of salary) are compared with those of comparable executives within the Company and in the peer group and compensation surveys.

   Result in achievement that is variable, measured against a mix of multiple defined targets, with payouts ranging from 0% (below threshold performance) to a maximum of 200% of target payout.

   Align chosen financial and other measures to an individual’s scope of influence.

 

Long-term Incentives

  

   Motivate attainment of long-term financial goals and incentivize managerial action intended to increase long-term stock price appreciation and total stockholder return.

   Align executive’s interests with those of our stockholders, particularly when combined with our executive stock ownership requirements.

   Provide that a substantial percentage of compensation is at-risk with metrics tied to financial performance.

   Reward long-term service and promote retention with vesting schedules that span several years.

   The grant-date value of long-term incentives is influenced by market data of comparable executives within the Company and in the peer group and compensation surveys.

 

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NEO Total Direct Compensation Mix

The following chart illustrates the fiscal year 2022 target compensation for the NEOs by element of compensation as a percentage of the NEOs’ target total direct compensation (that is, salary plus the target value of the short-term cash and long-term incentives). This chart assists in demonstrating our compensation philosophy that a significant majority of each NEO’s compensation be at-risk, tied to performance (both short-term and long-term) and mostly composed of equity. It reflects the mix of salary, cash and equity-based incentives at the target levels established at the beginning of fiscal year 2022. “Annual Salary” is the annual salary initially established for each NEO for fiscal year 2022; “Target Cash Annual Incentive” means the target award opportunity under the annual incentive program for fiscal year 2022; and “Performance- Based Equity,” both Relative TSR and EPS and “Time-Based Equity” reflect the grant date fair values at target for fiscal year 2022. We provide executives with little to no perquisites and, as a result, have omitted them from the table below.

 

 

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For each of the NEOs above, the performance-based equity and the target cash annual incentive are variable, “at-risk” elements of compensation and the time-based equity is a variable element of compensation. The charts below indicate the percentage of variable and/or at-risk compensation for our CEO and, on average, our NEO’s.

 

 

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The Executive Compensation Process

Jabil’s executive compensation program is administered and overseen by the Compensation Committee with assistance from management and a compensation consultant selected and retained by the Compensation Committee. Generally, compensation amounts, metrics and vesting criteria are determined by analyzing, among other things, compensation data and pay practices from Jabil’s peer group and broader compensation survey information, financial and strategic goals, and historical compensation data. In addition, the Compensation Committee considers legal, accounting and tax advice and reviews ratings information from proxy advisory services. Typically, annual salaries, cash short-term incentive payout targets, metrics, goals and weightings, and long-term incentive awards and performance goals for each fiscal year are set and awarded following the end of the previous fiscal year when data regarding the previous fiscal year’s performance is available. If a NEO’s role changes or an officer is promoted, compensation elements may be adjusted later in the fiscal year.

Role of Compensation Committee

The Compensation Committee sets policies and gives direction to management on all material aspects of the executive compensation program. The Compensation Committee Charter, posted on our website at www.jabil.com, in the Investors-Governance section, sets forth the Compensation Committee’s responsibilities. The Compensation Committee makes compensation decisions for the NEOs for each of the compensation elements, establishes the short- and long-term financial metrics, weighting and targets and grants long-term incentive awards. In making these decisions, the Compensation Committee reviews: (i) the Chief Executive Officer’s recommended amounts for each element of pay, and recommended performance metrics and targets for our incentive compensation programs; (ii) data and advice provided by the compensation consultant, including peer group and compensation survey data; (iii) the compensation history of each executive; (iv) the financial performance of Jabil’s operating divisions; and/or (v) guidelines established by institutional investors and proxy advisory firms.

Role of Management

Our Chief Executive Officer makes recommendations to the Compensation Committee regarding base salary levels, target annual incentive award levels and long-term incentives for the other executive officers. These recommendations are based upon his assessment of individual performance, contribution, time in position and the market competitiveness of each individual’s total compensation. The Chief Executive Officer, in conjunction with other members of senior management (the Company’s Chief Financial Officer and Senior Vice President, Human Resources), makes recommendations regarding the design of the Company’s compensation programs including performance measures, weightings and long-term incentive structure. This collective recommendation is based upon: (i) an annual performance review process, including assessment of the achievement of established financial and strategic business objectives and other accomplishments; (ii) Jabil’s annual operating and strategic plans, targeted earnings and overall and group financial performance; (iii) market data for relevant companies, which includes peer group data and broader compensation survey data; and (iv) guidelines established by institutional investors and proxy advisory firms.

Role of Compensation Consultant

The Compensation Committee has the sole authority to hire and to dismiss its compensation consultant. Reports and advice from the consultant may be requested by the Compensation Committee and are shared with the Board and management at the Compensation Committee’s discretion. The Compensation Committee has engaged Steven Hall & Partners (“SH&P”) as its independent compensation consultant since March 2010. The types of services performed by SH&P during fiscal year 2022 included attending all Compensation Committee meetings, reviewing and advising on the peer group selection, advising on design and implementation of incentive and equity plans, advising on prevailing equity grant practices, providing data regarding prevalent compensation practices and levels of pay, advising on the design of the director compensation program and providing data on prevailing practices and levels of pay for directors, commenting on compensation-related disclosure, reviewing and commenting on the compensation philosophy, providing updates on regulatory and legislative changes impacting executive

 

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compensation and facilitating the Chief Executive Officer evaluation and performance review process. SH&P has access to management and interacts with management to gather compensation and performance information regarding Jabil, and to discuss potential compensation program designs. The Compensation Committee considers SH&P to be independent because SH&P performed no services for Jabil’s management unrelated to services performed for the Compensation Committee. In fiscal year 2022, the Compensation Committee reviewed and analyzed a number of factors, including those specified by SEC rules, and concluded that SH&P was independent and there was no conflict of interest raised as a result of any work performed by SH&P, directly or indirectly, for the Compensation Committee during fiscal year 2022.

Competitive Benchmarking

The Compensation Committee annually reviews compensation data and pay practices from both Jabil’s peer group and broader compensation survey data as part of its decision-making process. While the Compensation Committee reviews compensation data with a view to confirming that a given executive’s compensation is competitive, it retains discretion in setting an executive’s compensation. As a result, compensation for an executive may differ materially from the peer group or survey data and is influenced by factors including past performance, experience, position, tenure, individual and organizational factors, retention needs and other factors. The Compensation Committee has adopted a target total cash compensation philosophy of setting opportunities such that NEO target total cash compensation (including annual salary and targeted short-term cash incentive payout) approximates the market median of the companies in the peer group and survey data if target performance is achieved. The Compensation Committee does not consider actual performance of the peer group companies when setting NEO compensation. Rather, it compares NEO total cash compensation payout opportunities at the target performance level to the target payout opportunities of comparable NEO positions at peer group companies. However, actual total cash compensation may range from below-the-market 25th percentile at the low end to at or above-the-market 75th percentile at the high end depending on the actual level of financial performance achieved relative to pre-established goals. Long-term incentive awards granted to executives consider market data, financial performance, individual performance and potential and aggregate share usage. The Compensation Committee also considers benchmarking information regarding competitive levels of total direct compensation (the sum of target total cash and long-term incentives) to provide context for its decisions on long-term incentive awards.

The Compensation Committee periodically evaluates and selects companies to include in the peer group it uses to assess the competitiveness of the NEO compensation program. With guidance from the compensation consultant and input and discussion with management, the Compensation Committee considers whether the mix of companies in the peer group produces valid information for assessing the market value of our executive positions. We intend that the peer group cumulatively has the following attributes: business operations in the industries and end markets in which we participate; global operations; similar annual revenue or market capitalization; complexity of scope; or competitive with Jabil for executive talent. The Compensation Committee reviewed the current peer group for use when setting compensation and determined that the peer group was satisfactory for fiscal year 2022. The peer group used to set fiscal year 2022 NEO target compensation consists of the companies set forth below. Tech Data Corporation merged with Synnex Corporation in September 2021 and the combined entity is now TD SYNNEX. Both Tech Data Corporation and Synnex Corporation were in our peer group for fiscal year 2021 and have been replaced with TD SYNNEX. There were no other changes to the peer group for fiscal year 2022.

 

 

Peer Group

 

Applied Materials, Inc.

 

Arrow Electronics, Inc.

 

Avnet, Inc.

 

Celestica, Inc.

 

Danaher Corporation

  

Emerson Electric Company

 

FLEX Ltd.

 

QUALCOMM, Inc.

 

Sanmina Corporation

  

Seagate Technology PLC

 

TD SYNNEX Corporation

 

TE Connectivity Ltd.

 

Texas Instruments, Inc.

 

Western Digital Corp.

 

 

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When fiscal year 2022 NEO target compensation was set, Jabil’s revenue for the most recently completed fiscal year available approximated the 89th percentile of the peer group.

Setting of Salaries and Annual Cash Incentive Compensation

The Compensation Committee typically makes its decisions related to salaries and annual cash incentive targets at the start of each fiscal year. This timing allows the Compensation Committee to take into account Jabil’s financial results in the prior fiscal year and the plans and expectations regarding the current fiscal year when establishing such salaries and targets. If a NEO’s role changes or an officer is promoted, compensation elements may be adjusted later in the fiscal year.

Long-Term Incentive Compensation Award Practices

Long-term incentive awards are typically granted to our executives at the start of each fiscal year following the completion and release of financial results for the preceding fiscal year, so that relevant information is available to the Compensation Committee and the market price of our common stock reflects this information. The dates for the meetings at which such grants are made are set well in advance of such meetings. The Compensation Committee may also make grants of long-term incentive awards at other times during the year due to special circumstances, which include a change in an officer role, the hiring or promotion of an officer, an acquisition or to implement design changes to align compensation with strategic goals. We do not seek to time long-term incentive awards to take advantage of information, either positive or negative, about Jabil which has not been publicly disclosed.

In deciding the type and value of equity compensation to grant, the Compensation Committee typically takes into account a variety of considerations, such as Jabil’s financial performance, the need to retain experienced and talented employees to execute the strategies of the business, the accounting and tax impacts of the grant, the dilutive effect to the stockholders, the incentive opportunity Jabil desires to provide to the NEOs, the executive’s role and responsibilities, individual performance, internal equity and the historical level of actual compensation realized as compared to the value targeted. Additionally, the Compensation Committee utilizes peer group and compensation survey data to provide context for its determinations of these grants.

A majority of equity incentive awards granted to our NEOs are performance-based. Over the past several years, the Compensation Committee granted performance based RSU awards, with vesting conditioned on Jabil’s EPS over a three-year performance period. The Compensation Committee also made RSU awards to each NEO based on the Relative TSR metric, with performance measured also over a three-year performance period. This metric creates additional alignment with stockholder interests.

Time-based RSU awards are also granted to the NEOs. We believe that time-based RSU awards with service-based vesting over multiple years provides the recipient with the potential for long-term value directly aligned with the stock price and requires long-term service. We believe that time-based RSUs align with our guiding principle of creating a compensation package that is competitive, promotes retention, focuses on financial performance and balances the at-risk elements.

Other Compensation Policies and Considerations

In general, the Company offers limited additional compensation components to our NEOs, reflecting our cost-sensitive philosophy. For fiscal year 2022, we incurred one-time expatriate costs and associated tax gross-up for Mr. Wilson and severance benefits for Mr. Loparco that are one-time compensation not reflective of “ordinary” cash compensation. For all other NEOs, the value of the other benefits comprising “All Other Compensation” was minimal, as disclosed in detail in the Fiscal Year 2022 Summary Compensation Table and the related notes.

All of the programs we offer, with the exception of the non-qualified deferred compensation program, are also offered to a broad-based group of our employees.

 

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Retirement and Pension Plan, Death and Disability

Our 401(k) Retirement Plan (“401(k) Plan”) includes a Company matching contribution. Eligible officers who retire receive additional time for vesting and settlement of certain equity and equity-based grants. Awards vest according to the provisions within the equity award agreements. Eligibility is determined based upon the age and/or years of service of the particular officer. The Compensation Committee may, in its discretion, award a bonus for the year of retirement and also may, in its discretion, pro rate this bonus for service through the date of retirement. Unvested time-based RSUs fully vest upon termination due to death or disability. In the event of death, a pro rata portion of unvested performance-based RSUs may vest and in the event of a termination due to disability, a pro rata portion of unvested performance-based RSUs may remain outstanding and eligible for future vesting based on the actual level of achievement of the performance goals.

Severance and Termination

Upon a termination for any reason whatsoever, NEO’s generally receive the pro rata portion of salary earned to the date of termination and pro-rata payment of the annual cash incentive compensation. Unvested RSUs are forfeited upon termination of employment unless there is a change in control or, for certain awards, the NEO is retirement-eligible, dies or becomes disabled. On a case-by-case basis, Jabil has at the time of termination entered into severance pay agreements with certain officers for various reasons, including but not limited to obtaining agreements from departing employees not to compete with Jabil for specified periods of time.

Mr. Michael J. Loparco, Executive Vice President and CEO Electronic Manufacturing Services retired effective March 31, 2022 (the “Effective Date”). In connection with his retirement, Mr. Loparco entered into a Mutual Separation Agreement and Release dated December 5, 2021, which was subsequently amended on March 31, 2022 (the “Loparco Agreement”). The Loparco Agreement provided that Mr. Loparco would receive a severance payment of $1,166,667 payable on or immediately after the Effective Date. Mr. Loparco also received $700,000 representing his target annual cash incentive under Jabil’s Short Term Incentive Plan for fiscal year 2022.

Mr. Bruce Johnson, Executive Vice President and Chief Human Resources Officer retired effective September 1, 2022, although he will remain with the Company as an advisor through December 31, 2022. In connection with his retirement, Mr. Johnson entered into a Mutual Separation Agreement and Release dated July 27, 2022 (the “Johnson Agreement”). The Johnson Agreement provides that Mr. Johnson will receive a severance payment of $1,200,000, paid in quarterly installments after December 31, 2022. Mr. Johnson will also receive his fiscal year 2022 annual cash incentive.

Both Mr. Mr. Loparco and Mr. Johnson are subject to (a) a general release of claims and a covenant not to sue, (b) confidentiality and non-disparagement provisions, and (c) non-compete, non-solicitation, and non-interference provisions for a period of two years after the date noted in their respective agreements. Amounts payable to each of Mr. Loparco and Mr. Johnson under their respective agreements are subject to forfeiture and/or claw back in the event of a violation or threatened violation of the confidentiality, non-disparagement, non-compete, non-solicitation, and non-interference provisions.

Change in Control Arrangements

Awards granted under the Equity Incentive Plan may vest under certain circumstances in connection with a change in control. In addition, any shares of Jabil stock that may be deferred and that continue to be reserved under the non-qualified deferred compensation program are distributed upon a change in control.

In the event of a change in control, any award outstanding under the Equity Incentive Plan will become fully vested on the earlier of (i) the applicable vesting date under the original vesting schedule, (ii) the first anniversary of the date of the change in control if the grantee has remained as an employee, consultant or non-employee director, or (iii) the date the grantee is terminated without cause or resigns for good reason. However, an award will not fully vest due to a change in control if the grantee is terminated for cause or resigns without good reason prior to the first anniversary of the date of such change in control.

 

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With respect to the Equity Incentive Plan, the above discussion assumes that the outstanding awards are continued, assumed or replaced in connection with the change in control by the surviving or successor entity or its parent. If the awards are not continued, assumed or replaced, then the awards will be immediately fully vested on the change in control or, at the discretion of the Compensation Committee, such awards may be terminated and cashed out. In addition, under the Equity Incentive Plan, for purposes of these accelerated vesting provisions, any performance objectives for any performance measurement period that is in process at the time of the change in control are deemed to have been achieved at the greater of target or the level actually achieved through the change in control (with similar performance assumed achieved through the remainder of the performance period).

A summary of potential payments upon termination or a change in control for NEOs is set forth in “Potential Payments upon Termination or a Change in Control.”

Non-Qualified Deferred Compensation

U.S. executives may participate in a non-qualified deferred compensation program to voluntarily elect to defer up to 75% of salary and up to 100% of annual cash bonus. Participant deferrals are credited by book entry to the participant’s deferral contribution account. Jabil does not make, and is not required to make, any matching contributions to this program. Jabil may, however, decide to make discretionary contributions to the program to restore any 401(k) match a participant lost due to participation in this program. Executives meeting certain criteria may also voluntarily defer receipt of compensation upon vesting of RSUs.

Deferral accounts under the plan are paid out upon the participant’s termination of employment, death, or disability, or upon a determination by Jabil that a participant has suffered a financial hardship, or, if timely elected by the participant, during April of any year designated by the participant beginning with the fourth calendar year after a participant’s initial deferral election with respect to a particular deferral account. More information is shown in the Non-Qualified Deferred Compensation in Fiscal Year 2022 table.

Clawback of Executive Compensation

Certain of our equity award agreements contain provisions that permit Jabil to recoup the awards if the recipient breaches certain covenants or obligations under the agreement, including confidentiality, noncompete or upon substantial violation of our Code of Conduct. Jabil has also established a policy to recover certain performance-based compensation paid to our executive officers under certain circumstances in the event we report certain inaccurate financial results. The clawback policy provides that an executive officer’s performance-based incentive compensation (including equity awards) may be recovered if there is a restatement of the Company’s materially inaccurate financial results and the executive officer engaged in fraud or illegal conduct which materially contributed to the inaccurate financial results.

Insider Trading Policy

Our insider trading policy prohibits directors, employees and certain family members from purchasing or selling any type of security, whether issued by us or another company, while aware of material non-public information relating to the issuer or from providing such material non-public information to any person who may trade while aware of such information. Trading by our officers and directors, as well as other employees who may be expected in the ordinary course of performing their duties to have access to material non-public information, is restricted to certain quarterly trading windows. All individuals subject to Jabil’s Share Ownership Guidelines are prohibited from entering into “short sales,” “put” or “call” options, or other derivatives based on Jabil Inc. common stock or otherwise using financial instruments to hedge the economic risk of such stock. In addition, federal securities laws prohibit the executive officers from selling “short” our stock.

 

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Executive Share Ownership Requirements

Jabil has minimum share ownership requirements for Jabil’s executive officers. The executive officers are expected to own a minimum dollar value of shares equal to a multiple of their respective base salaries, as follows:

 

  Categories               Multiple of Salary        

Chief Executive Officer

     6x

Chief Financial Officer

     3x

Executive Vice Presidents

     3x

Shares to be counted toward these requirements include shares deemed to be beneficially owned under federal securities laws (excluding shares under vested SARs) and unvested time-based restricted stock and RSUs. Unvested performance-based RSUs are not counted when determining whether these requirements have been satisfied. The share ownership requirements are expected to be met within five years of becoming an executive officer. During the five-year period, executive officers generally are required to retain 50% of after-tax shares until ownership requirements have been met. If requirements have not been met during the period, or if an executive officer falls below the ownership requirements after the five-year period, then 100% of after-tax shares generally are to be retained until requirements are met. Stock ownership is reviewed by the Compensation Committee at each January annual meeting of stockholders, and the calculation for ownership value is the number of shares owned by the executive on the first trading day of January multiplied by Jabil’s average stock price for the preceding two months. All those who were NEOs as of the most recent Annual Meeting of Stockholders in January 2022 were in compliance with the share ownership requirements.

Accounting for Share-Based Compensation

Before we grant share-based compensation awards, or modify previously granted awards, we consider the accounting impact of the proposed award or modification.

Say-On-Pay Advisory Vote on Executive Compensation

We provided stockholders with a “say-on-pay” advisory vote on executive compensation during the Annual Meeting of Stockholders held in January 2022. More than 98% of the votes cast on the say-on-pay proposal were cast “For” the approval of the compensation of our NEOs as disclosed in the proxy statement distributed in connection with that annual meeting. The Compensation Committee evaluated the results of the say-on-pay vote and, in light of the substantial support, it did not make any material changes to the executive compensation program and policies for fiscal year 2022.

NEO Fiscal Year 2022 Cash Compensation

NEO Base Salary

NEO salaries increased in fiscal year 2022 between 0% and 5%, reflecting individual performance, contribution and market practices.

NEO Annual Cash Incentives

Annual cash incentives for the NEOs in fiscal year 2022 were based upon three profitability measures: corporate core operating income, corporate core operating income margin and corporate free cash flow. Unlike 2021, no NEO’s award depended on divisional performance. This change was made to incentivize NEOs to make decisions benefiting the Company as a whole. Additional detail on these metrics can be found below.

 

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Definitions

The Compensation Committee approved the performance metrics described below.

 

   

Definitions for Annual Cash Incentive Metric. The Compensation Committee defined the metrics for the annual cash incentives, which were intended to be consistent with the Company’s publicly disclosed financial results, at the time compensation was set at the beginning of fiscal year 2022.

The following definitions were used for the corporate metrics:

 

   

Corporate Core Operating Income (Non-GAAP) (CANCOI):    means U.S. GAAP operating income less amortization of intangibles, stock-based compensation expense and related charges, restructuring, severance and related charges, distressed customer charges, acquisition and integration charges, loss on disposal of subsidiaries, settlement of receivables and related charges, impairment of notes receivable and related charges, goodwill impairment charges and business interruption and impairment charges, net plus other components of net periodic benefit cost.

 

   

Corporate Core Operating Income Margin: means CANCOI divided by net revenue.

 

   

Corporate Free Cash Flow: means net cash provided by (used in) operating activities less net capital expenditures (acquisition of property, plant and equipment less proceeds and advances from the sale of property, plant and equipment).

Selection and Weighting of Performance Measures

Each year, the Compensation Committee selects the metrics to be used to measure NEO performance from those authorized in the Short-Term Incentive Plan as well as establishing the weighting of the metrics for each NEO’s short-term incentive award.

In order to reward an executive’s ability to drive CANCOI while also increasing margin, the pertinent CANCOI measure was applied in a matrix together with the applicable core operating income margin, with CANCOI on the Y axis and operating income margin on the X axis. The percentage of annual incentive earned increased as CANCOI and operating income margin increased.

The cash flow metric is intended to reward executives for producing consistent, repeatable free cash flow results. In order to determine whether the target has been achieved, the Corporate Free Cash Flow metric was measured against a weighted cumulative target for each quarter.    

For all NEOs, the CANCOI and Core Operating Income Margin Matrix and the Corporate Free Cash Flow metric were equally weighted.

Setting Performance Metrics

The Compensation Committee set the metrics and related performance levels for fiscal year 2022 early in the fiscal year. When setting target metrics for a given year, the Company considers prior year performance, prevailing macro-economic conditions, and assumed market demand and uses these as benchmarks to establish appropriate goals.

The following tables show the goals established by the Compensation Committee. Performance below target results in diminishing payout and maximum payout is capped at 200%. To simplify the presentation, certain intermediate performance levels are not shown; however, payouts were determined by linear interpolation when financial performance occurred between data points in the performance/payout schedules. For the purposes of the CANCOI/Core Operating Margin matrices, payout was determined based on the performance on both measures.

 

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Corporate CANCOI and Core Operating Margin (numbers in millions)

 

  Metric    Target          FY 2022 Actual    Payout            

  Corporate CANCOI

       $1,420          $1,544                     

  Corporate Core Operating Margin

       4.45%          4.61%                     

  Matrix Result

                             200%              

Corporate Free Cash Flow (numbers in millions)

 

      Weighting      Target
Cumulative Free
Cash Flow
     Actual            Actual Payout      Weighted        
Payout         
 

  1st Quarter

     10%              ($235)        ($118)        200%                20%           

  2nd Quarter

     30%              ($390)        ($74)        200%                60%           

  3rd Quarter

     10%              ($15)        $147        200%                20%           

  4th Quarter

     50%              $700        $810        200%                100%           

  Total

                                         200%           

Actual Cash Incentive Achievement

For all NEOs, other than Mr. Loparco, whose payout was determined in the Loparco Agreement, the results included in the charts above resulted in a 200% payout as follows:

 

      FY 2022 Target
Bonus as a %
of Salary
  

FY 2022

Actual Payout

 

Mondello

           150%      $3,746,539          

Dastoor

           100%      $1,400,000          

Borges

           100%      $1,408,923          

Wilson

           100%      $1,400,000          

Johnson

           100%      $1,170,769          

Loparco

           100%      $700,000          

NEO Long-Term Incentives

Actual Performance Results for Prior Long-Term Incentive Awards

In fiscal year 2020, Jabil granted two kinds of long-term, performance-based incentive awards that had performance measurement periods ending on August 31, 2022, one subject to EPS performance goals and one subject to total shareholder return goals. The specific performance goals for these long-term awards were previously disclosed by Jabil in its proxy statement covering the fiscal year the grant was made.

The following summarizes the quantitative performance goals and the actual outcome for the PBRSUs:

 

  Grant Date    Award
Type
   Metric    Performance
Period
   Threshold    Target    Max    Actual
Performance
   Vesting
Result

      FY2020

   PBRSU    Core EPS    FY20-FY22    $9.75    $11.65    $12.50    $16.52    150%

      FY2020

   PBRSU    Total
Shareholder
Return
   FY20-FY22    25th
Percentile
   50th
Percentile
   75th
Percentile
   89th
Percentile
   200%

 

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Definitions for Long-Term Incentive Metrics Granted in Fiscal Year 2022

The following definitions apply to the long-term, performance-based incentive compensation awards made during fiscal year 2022:

 

 

Cumulative core earnings per share (Non-GAAP) (“EPS”) is the sum of the Company’s adjusted core earnings per share (Non-GAAP) during the three-year performance period beginning September 1, 2021 and ending on August 31, 2024.

 

 

Adjusted core earnings per share (Non-GAAP) is the Company’s U.S. GAAP net income adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP.

 

 

Relative Total Shareholder Return (“Relative TSR”) is the percentage rate of return from the beginning stock price (as defined below) to the closing stock price (as defined below) of Jabil’s common stock and the common stock of each relevant company in the S&P Supercomposite Technology Hardware and Equipment Index, as applicable, assuming reinvestment of all dividends and other distributions paid during the performance period. For purposes of the preceding sentence, the beginning stock price means the average stock price for the 90-day period ending 60 days after the first day of the performance period. The closing stock price means the average stock price for the 90-day period ending 30 days after the last day of the performance period.

FY22 Grants

For fiscal year 2022, the Compensation Committee granted the NEOs performance-based RSU awards and time-based RSU awards, with the potential to achieve the most value placed on the performance-based grant.

Each NEO received performance-based RSU awards that were based on the cumulative core EPS metric and performance-based RSU awards that were based on the Relative TSR metric, each described above. Each NEO received two-thirds of their total target long-term compensation in performance-based RSU awards and one-third in time-based awards.

The Compensation Committee granted RSUs with accumulated dividend equivalents, which allow for a cash payment upon vesting of the same amount that would have been paid in dividends during the vesting period (without interest).

Performance-Based Equity Awards

These awards are at-risk and variable. Each NEO received an award of RSUs with vesting based on the achievement of EPS during the three-year performance period starting in fiscal year 2022. In addition, each NEO received an award of RSUs with vesting based on the achievement of Relative TSR during the three-year performance period starting in fiscal year 2022. The Compensation Committee believes that measuring performance against a multi-year measurement of EPS aligns the NEOs’ compensation with stockholders’ interests over a longer-term horizon, further enhanced by granting an additional award measuring performance against a multi-year measurement based on Relative TSR.

The awards contain a threshold performance level that must be achieved in order for any performance based RSUs to vest. The achievement of the applicable performance goal (EPS or Relative TSR) at the end of the three-year period determines the corresponding number of RSUs that will vest. With respect to the EPS performance goal, the vesting is 20% at threshold performance, 100% at target performance and 150% at maximum performance. With respect to the Relative TSR performance goal, the vesting is 0% at threshold performance, 100% at target performance and 200% at maximum performance.

 

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Performance results between a threshold level and target level or between a target level and maximum level are determined by means of interpolation. The three-year goals are established by the Compensation Committee based upon the Company’s long-term financial plan, reviews of analyst expectations and historical financial performance. Target levels are intended to be “stretch” goals, requiring significant growth in the Company’s EPS or Relative TSR over the three-year performance period in order to pay out at or above target.

For additional information relating to the terms and conditions of our performance-based awards, see the notes to the Grants of Plan-Based Awards in Fiscal Year 2022 table.

Time-Based Awards

The time-based awards made to the NEOs for fiscal year 2022 vest at the rate of 30% on the first anniversary of the date of grant, 30% on the second anniversary of the date of grant, and the remaining 40% on the third anniversary of the date of grant. The Compensation Committee believes that providing time-based awards supports our guiding principle of competitiveness and promotes retention. The Compensation Committee chose the graduated vesting schedule to further the goal of retention, as the greatest percentage of shares vests in the third year after the grant. Additionally, supporting our focus on performance-based compensation, time-based awards comprise a minority of the NEOs’ fiscal year 2022 long-term incentive award opportunity.

Chief Executive Officer Compensation for Fiscal Year 2022

The Compensation Committee reviewed current market data as part of its regular annual review of CEO compensation, which includes both peer group and compensation survey data. This analysis showed that Mr. Mondello’s fiscal year 2022 salary was approximately 4% below the market median, target total cash compensation (salary plus target annual cash incentive) was 11% below the market median and target total direct compensation (target total cash compensation plus the target value of long-term incentives granted) was approximately 7% below the market median. Mr. Mondello’s salary increased 3.3% in fiscal year 2022 to $1,255,000. Mr. Mondello does not receive any pension benefits, severance commitments, change in control excise tax gross-up commitments or perquisites. Additional items of CEO compensation are generally those available to all salaried U.S. employees (such as 401(k) matching contributions).

 

 

COMPENSATION COMMITTEE REPORT

 

The following Compensation Committee Report does not constitute soliciting material and the Report should not be deemed filed or incorporated by reference into any other previous or future filings by Jabil under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Jabil specifically incorporates this Report by reference therein.

 

The Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” section of this Proxy Statement. Based on its review and discussion, the Compensation Committee has recommended to the Board and the Board has approved, that this Compensation Discussion and Analysis be included in this Proxy Statement for the Annual Meeting of Stockholders and incorporated by reference in Jabil’s Annual Report on Form 10-K for the fiscal year ended August 31, 2022.

 

Submitted by the Compensation Committee:

 

 

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Summary Compensation Table

The following table summarizes the compensation of our NEOs for fiscal year 2022, 2021 and 2020 except as indicated below. The NEOs are our Chief Executive Officer, our Chief Financial Officer, each of our next three most highly compensated executive officers based upon their total compensation during fiscal year 2022 and one additional executive officer who retired prior to the last day of fiscal year 2022.

 

Name and Principal

Position

  

Fiscal

Year

   Salary
($)(1)
   Stock
Awards
($)(2)
   Non-Equity
Incentive Plan
Compensation
($)(3)
   All Other
Compensation
($)(4)
  

Total      

($)      

  Mark T. Mondello

  Chief Executive Officer

       2022        1,248,846        11,110,207        3,746,539        329,676            16,435,268          
       2021        1,133,221        11,159,600        3,007,125        329,627            15,629,573          
       2020        1,144,904        11,561,521               304,279            13,010,704          

  Michael Dastoor

  Chief Financial Officer

       2022        700,000        2,056,286        1,400,000        88,462            4,244,748          
       2021        630,817        3,432,226        1,113,750        39,040            5,215,833          
       2020        588,942        2,129,183               29,284            2,747,409          

  Steven D. Borges

  Executive Vice President,    

  CEO, DMS

       2022        704,462        2,056,286        1,408,923        81,579            4,251,250          
       2021        623,462        3,092,680        1,216,667        56,070            4,988,879          
       2020        565,000        1,727,167               111,348            2,403,515          

  Kenneth S. Wilson

  Executive Vice President

  and CEO Elect

       2022        700,000        2,056,286        1,400,000        1,434,756            5,591,042          
       2021        630,817        3,092,680        1,047,938        577,068            5,348,503          
       2020        591,827        1,727,167               607,418            2,926,412          

  Bruce Johnson

  Retired Executive Vice

  President, CHRO

       2022        585,385        1,500,984        1,170,769        67,646            3,324,784          
                                                                 

  Michael Loparco

  Retired Executive Vice

  President, CEO, EMS

       2022        428,077        2,056,286        700,000        1,255,751            4,440,114          
       2021        630,817        3,432,226        1,231,875        66,618            5,361,536          
       2020        588,942        2,013,677               64,371            2,666,990          

 

(1)

The “Salary” column reflects the salaries for the fiscal year on an accrual basis, including any amount deferred under Jabil’s Executive Deferred Compensation Plan. See “Non-Qualified Deferred Compensation in Fiscal Year 2022.”

 

(2)

The “Stock Awards” column contains both performance-based and time-based RSU awards and assumes a target level of achievement for the performance-based awards. Amounts reflect the aggregate grant date fair value of the awards pursuant to ASC 718, excluding the effect of estimated forfeitures related to service-based vesting conditions. The assumptions used for the valuations are set forth in Note 12 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended August 31, 2022. For the performance-based RSUs in this column, assuming that the highest level of performance conditions will be achieved (EPS at 150% maximum and Relative TSR at 200% maximum) the grant date fair value for each NEO would be as follows:

 

   Name    Fiscal Year    Maximum Value ($)

   Mondello

       2022        17,220,662

   Dastoor

       2022        3,187,214

   Borges

       2022        3,187,214

   Wilson

       2022        3,187,214

   Johnson

       2022        2,326,504

   Loparco

       2022        3,187,214

 

    

See the “Grants of Plan-Based Awards in Fiscal Year 2022“ table and the “Compensation Discussion and Analysis” for information with respect to RSU awards made in fiscal year 2022 and the “Outstanding Equity Awards at 2022 Fiscal Year End” table with respect to RSU awards made prior to fiscal year 2022. Amounts reflect our accounting for these grants and do not correspond to the actual values that may be realized by the NEOs, particularly for Mr. Loparco, whose performance-based RSU awards were forfeited and time-based RSU award was partially forfeited due to his retirement pursuant to the terms of the grant agreements.

 

(3)

Amounts shown under the “Non-Equity Incentive Plan Compensation” column represent annual incentive award amounts under our Short-Term Incentive Plan for services performed in each fiscal year including any amount deferred under Jabil’s Executive Deferred Compensation Plan. For additional information about our Short-Term Incentive Plan and these payouts see “Compensation Discussion and Analysis” and the “Grants of Plan-Based Awards in Fiscal Year 2022” table.

 

(4)

The amounts shown include the following Company contributions under Jabil’s 401(k) plan: $12,200 for Messrs. Borges, Wilson and Johnson; $9,492 for Mr. Dastoor; $7,985 for Mr. Mondello and $10,569 for Mr. Loparco. The amounts shown for Mr. Mondello and Mr. Dastoor also include $223 and $292 for executive physicals. The amount shown for Mr. Wilson also includes $6,104 for tax preparation services and the following amounts, all related to his expatriate package: $106,723 in tax gross-ups; a $4,988 cost-of-living adjustment; a $1,489,804 foreign tax credit; and $88,745 in relocation costs; all offset by the reversal of $343,189 of tax equalization and hypo-tax withholding payment. The amount shown for Mr. Loparco also includes his severance payment of $1,166,667 pursuant to the terms of the Loparco Agreement. The amounts shown also include the following accrued dividends paid upon settlement of restricted stock unit awards; $321,468 for Mr. Mondello, $78,678 for Mr. Dastoor, $69,379 for Messrs. Borges and Wilson, $78,515 for Mr. Loparco and $55,446 for Mr. Johnson.

 

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Grants of Plan-Based Awards in Fiscal Year 2022

The following table provides information about cash and equity incentive compensation awarded to our NEOs in fiscal year 2022, including: (i) the grant date of awards; (ii) the range of possible cash payouts under our Short-Term Incentive Plan for fiscal year 2022 performance for achievement of pre-specified levels of performance; (iii) the range of shares that may be earned under our performance-based RSU awards for achievement of pre-specified levels of performance (over the performance period as described in the “Compensation Discussion and Analysis” section of this Proxy Statement); (iv) the number of time-based RSUs granted (which are included in the “All Other Stock Awards: Number of Shares of Stock or Units” column); (v) the number and exercise price of market-based RSUs granted; and (vi) the grant date fair value of performance-based RSUs and time-based RSUs computed under ASC 718.

 

           

Estimated Possible Payouts

Under Non-Equity

Incentive Plan Awards(1)

    

Estimated Future Payouts

Under Equity

Incentive Plan Awards(2)

    

All Other

Stock

Awards:

Number of

Shares of

Stock or

Units (#)

    

Grant Date

Fair Value

of Stock

Awards

($)(4)

 
Name    Grant Date                                               
              Threshold
($)
     Target
($)
    Maximum
($)
    

Type(3)

 

  Threshold
(#)
     Target
(#)
     Maximum
(#)
 

Mondello

     10/21/2021        234,159        1,873,269       3,746,538                                       
     10/21/2021              EPS     10,644        53,220        79,830               3,333,168  
     10/21/2021              TSR     0        53,220        106,440               4,443,870  
       10/21/2021                                TBRS                          53,220        3,333,169  

Dastoor

     10/21/2021        87,500        700,000       1,400,000                                       
     10/21/2021              EPS     1,970        9,850        14,775               616,905  
     10/21/2021              TSR     0        9,850        19,700               822,475  
       10/21/2021                                TBRS                          9,850        616,906  

Borges

     10/21/2021        88,058        704,462       1,408,923                                       
     10/21/2021              EPS     1,970        9,850        14,775               616,905  
     10/21/2021              TSR     0        9,850        19,700               822,475  
       10/21/2021                                TBRS                          9,850        616,906  

Wilson

     10/21/2021        87,500        700,000       1,400,000                                       
     10/21/2021              EPS     1,970        9,850        14,775               616,905  
     10/21/2021              TSR     0        9,850        19,700               822,475  
       10/21/2021                                TBRS                          9,850        616,906  

Johnson

     10/21/2021        73,173        585,385       1,170,769                                       
     10/21/2021              EPS     1,438        7,190        10,785               450,309  
     10/21/2021              TSR     0        7,190        14,380               600,365  
       10/21/2021                                TBRS                          7,190        450,310  

Loparco

     10/21/2021        87,500        700,000 (5)      1,400,000                                       
     10/21/2021              EPS(6)     1,970        9,850        14,775               616,905  
     10/21/2021              TSR(6)     0        9,850        19,700               822,475  
       10/21/2021                                TBRS(6)                          9,850        616,906  

 

(1)

The “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column shows the range of possible cash payouts for the awards granted October 21, 2021.

 

(2)

The “Estimated Future Payouts Under Equity Incentive Plan Awards” column shows the range of shares that may be earned in respect of performance-based RSUs granted under our Equity Incentive Plan in fiscal year 2022. For additional information related to the performance period, performance measures and targets, see “Compensation Discussion and Analysis”. During the performance period, the NEOs will accrue dividend equivalents on RSUs equal to the cash dividend or distribution that would have been paid on the RSU had the RSU been an outstanding share of common stock on the record date for the dividend or distribution. Such accrued dividend equivalents will vest and become payable upon the same terms and at the same time of settlement as the RSUs to which they relate. See the “Long-Term Compensation” portion of “Compensation Discussion and Analysis” for treatment of dividends under RSU awards. See “Potential Payments Upon Termination or a Change in Control” and “Other Compensation Policies and Considerations” under the “Compensation Discussion and Analysis” for treatment of RSU awards upon a change in control and upon termination of employment due to retirement, death or disability.

 

(3)

The type of award refers to awards’ vesting criteria and related terms. “EPS” refers to performance-based RSU awards based on cumulative core EPS (Non-GAAP) targets. “TSR” refers to performance-based RSU awards based on the Company’s total shareholder return relative to the total shareholder return of the companies in the S&P Supercomposite Technology Hardware and Equipment Index. “TBRS” refers to time-based RSU awards, which vest based on continued service.

 

(4)

The “Grant Date Fair Value of Stock Awards” column shows the full grant date fair value of the performance- and time-based RSUs granted to the NEOs in fiscal year 2022. The grant date fair value of the awards is determined under ASC 718 and represents the amount we would expense in our financial statements over the vesting schedule for the awards. In accordance with SEC rules, the amounts in

 

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this column reflect the actual ASC 718 accounting cost without reduction for estimates of forfeitures related to service-based vesting conditions. The fair value of each share underlying an EPS performance-based award for this purpose is equal to the closing price per share of a share of our common stock on the grant date and assumes target-level achievement. The fair value of each share underlying a Relative TSR performance-based award for this purpose is measured on the date of grant using a Monte Carlo valuation model, which utilizes multiple input variables to determine the probability of the Company achieving the specified market conditions, and assumes target-level achievement.

 

(5)

The Loparco Agreement established a $700,000 payout for Mr. Loparco under the STI awards granted October 21, 2021.

 

(6)

Mr. Loparco‘s performance-based RSU awards were forfeited and 40% of his time-based RSU award was forfeited due to his retirement pursuant to the terms of the grant agreements.

Outstanding Equity Awards at 2022 Fiscal Year End

The following table provides information regarding outstanding unvested RSU awards held by each of our NEOs as of August 31, 2022. Each grant of unvested RSU awards is shown separately for each NEO.

 

            Stock Awards  

Name

  

Award

Grant

Date

    

Number of

Shares or Units of

Stock That Have

Not Vested

(#)(1)

    

Market Value of

Shares or Units of

Stock That Have Not

Vested
($)(2)

    

Equity Incentive Plan

Awards: Number of

Unearned Shares Units or

Other Rights that Have

Not Vested

(#)(3)

    

Equity Incentive Plan Awards:

Market or Payout Value of

Unearned Shares, Units or

Other Rights that Have Not

Vested

($)(4)

 
              

Mondello

     11/7/2019        34,032        2,052,130        170,160        10,260,648  
     10/15/2020        64,400        3,883,320        184,000        11,095,200  
       10/21/2021        53,220        3,209,166        106,440        6,418,332  
              

Dastoor

     11/7/2019        5,444        328,273        33,610        2,026,683  
     10/15/2020        11,914        718,414        34,040        2,052,612  
     1/21/2021        15,000        904,500        15,000        904,500  
       10/21/2021        9,850        593,955        19,700        1,187,910  
              

Borges

     11/7/2019        4,508        271,832        27,010        1,628,703  
     10/15/2020        11,270        679,581        32,200        1,941,660  
     1/21/2021        12,500        753,750        12,500        753,750  
       10/21/2021        9,850        593,955        19,700        1,187,910  
              

Wilson

     11/7/2019        4,508        271,832        27,010        1,628,703  
     10/15/2020        11,270        679,581        32,200        1,941,660  
     1/21/2021        12,500        753,750        12,500        753,750  
       10/21/2021        9,850        593,955        19,700        1,187,910  
              

Johnson

     11/7/2019        3,608        217,562        20,590        1,241,577  
     10/15/2020        8,372        504,832        23,920        1,442,376  
     1/21/2021        7,500        452,250        7,500        452,250  
       10/21/2021        7,190        433,557        14,380        867,114  
              

Loparco

     11/7/2019        5,104        307,771        31,910        1,924,173  
     10/15/2020        11,914        718,414        34,040        2,052,612  
     1/21/2021        15,000        904,500        15,000        904,500  
       10/21/2021(5)        5,910        356,373        -        -  

 

(1)

This column includes (i) time-based RSUs granted in November 2019, October 2020 and October 2021 that will cease being restricted at the rate of 30% on the first anniversary of the grant date, 30% on the second anniversary of the grant date, and 40% on the third anniversary of the grant date and (ii) time-based RSUs granted in January 2021 that will cease being restricted on the second anniversary of the grant date. The NEOs will accrue dividend equivalents on RSUs equal to the cash dividend or distribution that would have been paid on the RSU had the RSU been an outstanding share of common stock on the record date for the dividend or distribution. Such accrued dividend equivalents will vest and become payable upon the same terms and at the same time of settlement as the RSUs to which they relate. See the “Long-Term Compensation” portion of the “Compensation Discussion and Analysis” section for treatment of dividends under RSU awards. See the “Potential Payments Upon Termination or a Change in Control” section and the “Other Compensation Policies and Considerations” portion of the “Compensation Discussion and Analysis” section for treatment of RSU awards upon a change in control and upon termination of employment due to retirement, death or disability.

 

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(2)

The market value shown was determined by multiplying the number of shares of stock that have not vested by $60.30, the closing market price of Jabil common stock on August 31, 2022.

 

(3)

These amounts represent the number of shares of performance-based RSUs including the Relative TSR RSUs granted in fiscal years 2021, 2020 and 2019. The FY 2022 performance periods and threshold, target, and maximum levels of achievement for performance-based RSUs including the Relative TSR RSUs are described in the “Compensation Discussion and Analysis.” The number of shares and related values as of August 31, 2022 represent the award at target level of achievement. Actual results may cause our NEOs to earn more or fewer shares. During the performance period, the NEO will accrue dividend equivalents on RSUs equal to the cash dividend or distribution that would have been paid on the RSU had the RSU been an outstanding share of common stock on the record date for the dividend or distribution. Such accrued dividend equivalents will vest and become payable upon the same terms and at the same time of settlement as the RSUs to which they relate. See the “Long-Term Compensation” portion of the “Compensation Discussion and Analysis” section for treatment of dividends under RSU awards. See the “Potential Payments Upon Termination or a Change in Control” section and the “Other Compensation Policies and Considerations” portion of the “Compensation Discussion and Analysis” section for treatment of RSU awards upon a change in control and upon termination of employment due to retirement, death or disability.

 

(4)

The market value shown was determined by multiplying the number of shares of unearned performance based RSUs at the applicable level of performance described in footnote (3) by $60.30, the closing market price of Jabil common stock on August 31, 2022.

 

(5)

Mr. Loparco‘s performance-based RSU awards granted October 21, 2021 were forfeited and 40% of his time-based RSU award granted October 21, 2021 was forfeited due to his retirement pursuant to the terms of the grant agreements.

Option Exercises and Stock Vested in Fiscal Year 2022

Our NEOs acquired the following shares upon the vesting of stock awards during fiscal year 2022.

 

     Stock Awards  

Name

  

Number of Shares Acquired

on Vesting (#)

      

Value Realized on Vesting

($)(1)

 

Mondello

     361,771          22,453,234  

Dastoor

     86,721          5,371,265  

Borges

     76,617          4,745,057  

Wilson

     76,617          4,745,057  

Johnson

     61,050          3,780,669  

Loparco

     86,466          5,354,632  

 

  (1)

The value realized upon vesting is determined by multiplying the number of shares that vested by Jabil’s closing stock price per share on the day prior to the vesting date. The value realized was determined without considering any taxes that were owed upon vesting.

Non-Qualified Deferred Compensation in Fiscal Year 2022

In fiscal year 2022, we permitted NEOs to elect to defer a portion of salary and annual incentive awards under the Jabil Inc. Executive Deferred Compensation Plan. The following table shows cash compensation that was deferred by our NEOs, the aggregate earnings and aggregate withdrawals or distributions during fiscal year 2022, and the aggregate balance as of August 31, 2022. For additional information on this plan, see the “Other Compensation Policies and Considerations” portion of the “Compensation Discussion and Analysis” section.

 

Name

  

NEO
Contributions in

Fiscal Year 2022

($)

   

Registrant

Contributions in

Fiscal Year 2022

($)

   

Aggregate

Earnings(Loss) in

Fiscal Year 2022

($)

   

Aggregate
Withdrawals /

Distributions

($)

   

Aggregate

Balance as of

August 31, 2022

($)

 

Mondello

                              

Dastoor

     831,577(1)             (20,943)             1,731,400  

Borges

                              

Wilson

                              

Johnson

                              

Loparco

                              

 

  (1)

All amounts contributed in FY2022 were included in Mr. Dastoor’s salary included in the Summary Compensation Table. All amounts contributed by Mr. Dastoor in prior years included in his aggregate balance were previously included in his salary in the Summary Compensation Table.

 

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Potential Payments Upon Termination or a Change in Control

Jabil’s NEOs do not have pre-existing employment or severance agreements. Accordingly, upon a termination with or without cause, or following a change in control or for any other reason, the only cash amounts the applicable NEO(s) receive are salary and bonus earned to the date of termination, unless Jabil decides at that time to voluntarily make a cash severance payment.

The Compensation Committee may, in its discretion, award a bonus to our NEOs for the year of retirement, pro-rated for service through the date of retirement. The only other scenarios in which our NEOs may receive additional amounts are in connection with accelerated or continued vesting of outstanding equity awards following a change in control, retirement, death or disability.

In the event of a change in control, awards outstanding under the Equity Incentive Plan will accelerate on the first anniversary of the change in control if the NEO has remained an employee, consultant or non-employee director or, if earlier, on the date the NEO is terminated without cause or resigns for good reason. With respect to the Equity Incentive Plan, the preceding discussion assumes that the outstanding awards are continued, assumed or replaced in connection with the change in control by the surviving or successor entity or its parent. If the awards are not continued, assumed or replaced, then the awards will be immediately fully vested on the change in control or, at the discretion of the Compensation Committee, such awards may be terminated and cashed out. These provisions are more fully discussed in “Compensation Discussion and Analysis – Change in Control Arrangements” above.

In general, upon termination of employment, all unvested RSUs are forfeited unless (i) there is a change in control or (ii) the NEO is retirement-eligible, dies or becomes disabled. Awards that contain retirement, death or disability provisions may vest in whole or in part as discussed in the “Compensation Discussion and Analysis – Other Compensation Policies and Considerations” above.

For each NEO other than Mr. Loparco, the following table sets forth the additional amounts that could have been payable or realizable by Jabil and realized by each NEO if termination of his employment were to have occurred as of August 31, 2022 for these scenarios. Amounts payable or realizable upon termination due to a change in control or death would be payable in a lump sum payment. The value upon continued vesting of equity awards (which would occur upon termination due to retirement and termination due to disability) would be realizable upon the respective vesting dates. For Mr. Loparco, who retired on March 1, 2022, the following table sets forth actual amounts paid upon termination.

 

 

Termination Due to

Change in Control

($)

Termination Due to

Retirement

($)

Termination

Due to Death

($)

Termination Due to

Disability

($)

Equity(1)

All unvested RSUs

would be

accelerated(2),

resulting in these

values:

Certain unvested

performance-based RSUs and

time-based RSUs would

continue to vest, resulting in

these values(3):

Certain unvested

performance-based RSUs(4)

and all time-based RSUs

would vest immediately,

resulting in these values:

All unvested time-based RSUs

would vest immediately and

certain unvested performance–

based RSUs(5) would continue to

vest, resulting in these values:

Mondello

  57,749,431   44,614,282   36,636,994   36,636,994

Dastoor

  12,619,162   10,188,770   8,712,626   8,712,626

Borges

  11,346,229   7,573,559   7,559,891   7,559,891

Wilson

  11,346,229   7,573,559   7,559,891   7,559,891

Johnson(6)

  8,255,673   6,523,556   5,464,688   5,464,688

Loparco(6)

    8,563,384    

 

(1)

With the exception of awards granted in October 2019 that were unvested as of August 31, 2022 and awards granted in January 2021 that had not yet been delivered as of August 31, 2022, all numbers in the chart above represent achievement of the target amount that could be realized under an award at the market closing price on August 31, 2022. The performance period for awards granted in October 2019 and January 2021 that were unvested as of August 31, 2022 has concluded and the actual performance outcome was applied. The only equity grants that were unvested as of August 31, 2022 are restricted stock unit grants.

 

(2)

In the event of termination without cause or resignation for good reason following a change in control, all unvested restricted stock units would vest immediately, with performance-based restricted stock units vesting at the maximum.

 

(3)

All named executive officers have retirement eligibility, resulting in extended vesting. Messrs. Borges and Wilson have two years of retirement eligibility and would continue to vest in outstanding awards in accordance with the terms of such awards through August 31, 2024. All awards that remain unvested as of such date would be cancelled. Messrs. Johnson, Mondello and Dastoor’s retirement

 

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eligibility would result in vesting of all outstanding awards. The amount shown for Mr. Loparco reflects the actual outcome under his awards following his retirement in March 2022.

 

(4)

Performance-based awards would vest immediately on a pro rata basis based on the actual level of the performance targets achieved to date in accordance with the terms of the award.

 

(5)

Performance-based awards would continue to vest based on the actual level of the performance targets achieved on a pro rata basis in accordance with the terms of the award.

 

(6)

The amounts paid to Mr. Loparco upon his retirement in March 2022 and to be paid to Mr.  Johnson upon his retirement are described herein under “Severance and Termination.”

CEO Pay Ratio

In accordance with Item 402(u) of Regulation S-K (“Item 402(u)”), we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median associate. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and is based on our payroll and employment records and the methodology described below. In calculating the pay ratio, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported pay ratio may not be comparable to that reported by other companies due to differences in industries, scope of international operations, business models and scale, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their respective pay ratios.

Considered Population

As of August 31, 2022, we employed approximately 154,473 associates worldwide that meet the definition of employee under Item 402(u), other than our CEO. As permitted by SEC rules, in order to determine our median associate, we excluded approximately 5% of our total associate population or approximately 7,479 associates outside of the U.S. from the following countries: Vietnam (6,402), and Dominican Republic (1,077). Therefore, an aggregate associate population of approximately 146,990 was considered (the “considered population”) in determining our median associate.

Identifying our Median Associate

In determining our median associate, we used fiscal year 2022 target total compensation (base salary plus target cash bonus and equity). Adjustments were made to annualize the salaries of all newly hired full-time associates in the considered population who did not work for the entire fiscal year 2022. For associates located outside the U.S., compensation was converted to U.S. dollars using the spot exchange rate as of the last business day of the fiscal year (August 31, 2022). The annual total compensation for our median associate in fiscal 2022 was $8,131.

The fiscal 2022 annual total compensation of our CEO was $16,435,268, as set forth in the Summary Compensation Table. The ratio of our CEO’s annual total compensation to our median associates’ annual total compensation was 2,021:1.

To set some context for the above CEO pay ratio, as a large global manufacturing company, the nature of our operations relies significantly on employees outside the United States. Of the 146,990 associates included in our analysis, more than 93% are located outside the United States. The compensation elements and pay levels of our employees differ from country to country based on market trends as well as fluctuations in currency exchange rates. We annually conduct competitive market pay analysis in all of the countries we operate in to ensure we are competitive with local market practices.

 

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Equity Compensation Plan Information

The following table provides a summary of our compensation plans under which equity securities of Jabil were authorized for issuance as of August 31, 2022:

 

PLAN CATEGORY

Number of Securities to

be Issued Upon Exercise

of Outstanding Options,

Warrants and Rights

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants and Rights(1)

Number of Securities

Remaining Available for Future

Issuance Under Equity

Compensation Plans(2)

Equity Compensation Plans Approved by Security Holders:

 

2021 Equity Incentive Plan

  4,412,994(3)       9,974,294

2011 Employee Stock Purchase Plan

      11,031,290

TOTAL

  4,412,994   21,005,584

Equity Compensation Plans Not Approved by Security Holders:

 

      —               

 

  (1)

The weighted-average exercise price does not take into account the shares issuable upon vesting of RSUs, which are not options, warrants or rights and have no exercise price.

 

  (2)

All of the shares available for future issuance under the 2021 Equity Incentive Plan may be issued in connection with options, rights, restricted stock or other stock-based awards.

 

  (3)

Amount reflects the number of shares issuable upon vesting of RSUs granted under the Equity Incentive Plan, which represents the maximum number of shares that can vest based on the achievement of certain performance criteria.

 

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PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

This proposal gives our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, in accordance with Section 14A of the Exchange Act, the compensation of our NEOs, as disclosed in this Proxy Statement. At the most recent Annual Meeting of Stockholders held in January 2022, more than 98% of the votes cast on the say-on-pay proposal were cast “For” the approval of the compensation of our NEOs. Stockholders vote annually on the compensation of our NEOs.

Stockholders are urged to read the “Compensation Discussion and Analysis” section, the compensation tables and the accompanying narrative disclosure set forth in this Proxy Statement. As described in detail in the “Compensation Discussion and Analysis” section, we believe our compensation programs are predominantly performance-based, and are designed to attract, retain and motivate our NEOs, who are critical to our success, and to align their interests with those of our stockholders. The compensation program for our NEOs is composed of the following features, among others:

 

   

Our Compensation Committee is composed solely of independent directors. The Compensation Committee has established a process for determining compensation for our NEOs, which includes advice from an independent compensation consultant and a review of compensation practices at peer group companies.

 

   

Our Compensation Committee engages in a robust and comprehensive annual review of the Company’s performance metrics and goals to ensure that they properly motivate and incent our NEOs to implement our long-term strategy and position Jabil for increased profitability and greater financial strength.

 

   

Our Compensation Committee receives advice from its independent compensation consultant, Steven Hall & Partners, which performs no other services for Jabil.

 

   

A majority of the compensation payable to our NEOs is performance-based, including our annual cash incentive program and our performance-based restricted stock unit awards, which vest over multi-year performance periods, if at all. Over 50% of our NEOs’ target compensation is linked to Jabil’s business and stock price performance.

 

   

Our compensation philosophy is to pay for performance and our goals are set at challenging levels.

 

   

We have stock ownership requirements for our NEOs.

 

   

We have adopted a clawback policy which allows us to recoup certain performance-based incentive compensation paid to our executive officers in the event we report certain inaccurate financial results.

 

   

We employ our NEOs “at will” without guaranteed or pre-existing employment, severance or change in control agreements.

 

   

Our NEOs participate in the same benefit plans as our salaried employees, with little or no special executive perquisites.

We are asking our stockholders to indicate their support for our NEO compensation as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement.

Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to Jabil’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

This vote is advisory, and therefore not binding on Jabil, the Compensation Committee or the Board of Directors. However, the Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements. The Board of Director’s current policy is to hold annual say-on-pay votes, and thus, we expect that we will conduct our next say-on-pay vote at the Annual Meeting of Stockholders in 2024.

 

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BENEFICIAL OWNERSHIP

Share Ownership by Principal Stockholders and Management

The following table sets forth the beneficial ownership of common stock of Jabil as of the Measurement Date by: (i) each of Jabil’s directors and nominees for director; (ii) each of the named executive officers (“NEOs”) listed in the Summary Compensation Table; (iii) all current directors and executive officers of Jabil as a group; and (iv) each person known by Jabil to beneficially own more than five percent of the outstanding shares of its common stock. The number and percentage of shares beneficially owned is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares as to which the individual has the right to acquire beneficial ownership within 60 days of the Measurement Date through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned. A total of 134,231,300 shares of Jabil’s common stock were outstanding as of the Measurement Date.

 

  Principal Stockholders:    Number of Shares          Percent of    
Total    
 

  The Vanguard Group (1)

                        100 Vanguard Boulevard, Malvern, PA 19355

     14,886,820        11.09%    

  BlackRock, Inc.(2)

                        55 East 52nd Street, New York, NY 10055

     12,313,344        9.17%    

  FMR LLC(3)

                        245 Summer Street, Boston, MA 02210

     9,346,909        6.96%    

  Directors:

 

  Anousheh Ansari

     37,400        *  

  Martha F. Brooks(4)

     93,730        *  

  Christopher S. Holland

     29,700        *  

  Mark T. Mondello(5)

     1,306,921        *  

  John C. Plant

     49,400        *  

  Steven A. Raymund

     183,908        *  

  Thomas A. Sansone(6)

     1,486,245        1.11%  

  David M. Stout

     105,400        *  

  Kathleen A. Walters

     15,000        *  

  Named Executive Officers (other than Mr. Mondello):

 

  Michael Dastoor(7)

     89,791        *  

  Steven D. Borges(8)

     63,525        *  

  Kenneth Wilson(9)

     110,466        *  

  Bruce Johnson(10)

     45,595        *  

  Michael Loparco(11)

     86,761        *  

  All current directors and executive officers as a group (20 persons)

     3,688,403        2.75%  

 

                     *Less

than one percent.

  (1)

Derived from a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on *February 10, 2022, reporting beneficial ownership as of December 31, 2021. According to the Schedule, Vanguard had sole voting power over 0 shares, shared voting power over 88,995 shares, sole dispositive power over 14,685,201 shares and shared dispositive power over 201,619 shares.

  (2)

Derived from a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) on February 1, 2022, reporting beneficial ownership as of December 31, 2020. According to the Schedule, BlackRock had sole voting power over 11,785,565 shares and sole dispositive power over 12,313,344 shares.

  (3)

Derived from a Schedule 13G/A filed jointly by FMR LLC (“FMR”) and Abigail P. Johnson on March 10, 2022, reporting securities beneficially owned, or that may be deemed to be beneficially owned, by FMR as of February 28, 2022. According to the Schedule, FMR had sole voting power over 9,139,633 shares and sole dispositive power over 9,346,909 shares.

  (4)

Includes (i) 470 shares held by the Finn Grandchildren Trust, which is for the benefit of sixteen individuals (including three of Ms. Brooks’ children), for which Ms. Brooks is the sole trustee, (ii) 3,960 total shares owned separately by three of Ms. Brooks’ children and (iii) 3,000 shares held by Finn Three LP. Ms. Brooks disclaims beneficial ownership over all shares listed in items (i) – (iii).

 

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  (5)

Mr. Mondello is also Chief Executive Officer, and thus is a NEO in addition to Chairman of the Board.

  (6)

Includes (i) 893,532 shares (of which 1,062,320 shares are pledged as collateral to secure certain indebtedness) held by TASAN Limited Partnership, a Delaware limited partnership, of which Tomcat Management, Inc. is the sole general partner; Mr. Sansone is President of Tomcat Management, Inc. and therefore has sole voting and dispositive power over these shares, (ii) 393,325 shares held by Life’s Requite, Inc., a private charitable foundation of which Mr. Sansone is a director and as to which Mr. Sansone may be deemed to have shared voting and dispositive power and (iii) 600 shares beneficially owned by Mr. Sansone’s spouse, over which Mr. Sansone disclaims beneficial ownership.

  (7)

Includes 30,000 shares from Restricted Stock Units expected to vest in January 2023.

  (8)

Includes 25,000 shares from Restricted Stock Units expected to vest in January 2023.

  (9)

Includes (i) 25,000 shares from Restricted Stock Units expected to vest in January 2023, and (ii) 47,143 shares pledged as collateral to secure certain indebtedness.

  (10)

Includes 15,000 shares from Restricted Stock Units expected to vest in January 2023.

  (11)

Includes 30,000 shares from Restricted Stock Units expected to vest in January 2023.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires Jabil’s executive officers and directors, and persons who own more than ten percent of a registered class of Jabil’s equity securities, to file initial reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such executive officers, directors and ten percent stockholders are also required by SEC rules to furnish Jabil with copies of all such forms that they file. Based solely on our review of the reports filed with the SEC and written representations that no other reports were required under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements were met during fiscal 2022, with the exception of one Form 3 filed late on behalf of each of Messrs. Ferri and McKay and Mmes. Meriwether and Yap; and one Form 4 reporting two transactions filed late on behalf of Mr. Sansone, due to a technical administrative error.

 

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ABOUT THE MEETING

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by:

 

   

delivering to Jabil’s Corporate Secretary a written notice of revocation or a duly executed proxy with a later date,

   

voting via the Internet or telephone at a later date, or

   

attending the virtual Annual Meeting and voting online.

Solicitation Fees and Expenses

We are making this solicitation and will bear its costs. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to beneficial owners. Proxies may also be solicited by certain of our directors, officers and regular employees, without additional compensation, personally or by telephone. While we have not chosen at this time to engage the services of a proxy solicitor to aid in the solicitation of proxies and to verify records relating to the solicitation, should we do so, we will bear all costs of such solicitation of proxies. We anticipate that if we retain the services of a proxy solicitor, we will pay that firm customary fees for those services, which we believe would not be significant.

Quorum; Voting Standards; Abstentions; Broker Non-Votes

A majority of the shares of Jabil common stock outstanding on