SANM Sanmina Corporation

ITEM 5.02         DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Approval of Fiscal 2020 Named Executive Officer Bonuses

On December 7, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of Sanmina Corporation (the “Company”) approved bonuses payable to the persons who will be considered “named executive officers” of the Company for fiscal 2020 pursuant to the Company’s 2020 Corporate Bonus Plan (the “2020 Plan”) approved by the Committee in December 2019. The 2020 Plan contained targets for the Company’s revenue, non-GAAP operating margin and cash flow from operations for fiscal 2020. In determining the bonuses payable under the 2020 Plan, the Company’s performance for fiscal 2020 was to be measured against these targets, with a minimum level of performance against the targets for revenue and non-GAAP operating margin being required for bonuses to become payable under the 2020 Plan. Plan performance was expressed as a percentage (the “Corporate Performance Factor”), which would be applied to each plan participant’s bonus opportunity and adjusted for individual performance. Under the 2020 Plan, the Committee retained the right to terminate or amend the 2020 Plan in any respect, including increasing or decreasing Company and individual incentive compensation targets, and also to adjust an individual’s incentive compensation up or down on a discretionary basis.

In 2020, the Company’s operations were negatively impacted by the COVID-19 pandemic, which reduced end market demand for our customers’ products (and therefore the Company’s revenue) and resulted in supply chain constraints and temporary plant closures and suspension of manufacturing. As a result, the Company’s revenue for fiscal 2020 fell short of the minimum threshold for payout under the 2020 Bonus Plan. However, the Committee determined that the pandemic represented an extraordinary event outside of management’s control and that key management and operations staff had done an admirable job supporting key medical and other essential customers during the year in a challenging environment. As the pandemic unfolded, management worked diligently to keep the Company’s plants open worldwide, subject to government restrictions in some places, while also prioritizing the protection of the health, safety and well-being of its employees. Although revenue for fiscal 2020 decreased by 15% compared to fiscal 2019, management was able to grow revenue sequentially during each of the last two quarters of fiscal 2020, deliver non-GAAP operating margins in fiscal 2020 near the high end of the range for operating margin contained in the 2020 Bonus Plan and generate operating cash flow in fiscal 2020 that exceeded the minimum target per the 2020 Plan. Other factors considered by the Committee included the fact that fourth quarter non-GAAP operating margin and non-GAAP EPS and full-year non-GAAP EBITDA margin were the highest since at least 2007 and that the Company achieved its highest pre-tax non-GAAP ROIC since it began reporting this metric five years ago.

In light of these factors and the Committee’s desire to recognize and reward management’s efforts during the pandemic, the Committee determined to exercise the discretion afforded to it under the 2020 Bonus Plan to adjust the plan in order for management to receive bonuses under the 2020 Plan. Based on its assessment of the impact of the pandemic, the Committee believed that the 2020 Plan would have yielded a Corporate Performance Factor of approximately 80% excluding such impact. As such, the Committee believed it to be a reasonable and appropriate exercise of the Committee’s discretion to adjust the 2020 Bonus Plan to provide for achievement at this level. The Committee also applied its discretion in order to adjust the bonuses for the named executive officers upward based upon their significant individual contributions towards maintaining efficient operations in a highly uncertain and challenging environment, supporting key customers and enabling plants to remain open during the pandemic, while protecting the workforce.

Shown below are the calculations of bonus payments approved by the Committee for the named executive officers, giving effect to the exercise of discretion described above, and as adjusted for individual executive performance:

Named executive officer bonuses shown above represent less than 5% of total bonuses paid or payable to employees worldwide for fiscal 2020.

Approval of Fiscal 2021 Corporate Bonus Plan

Also on December 7, 2020, the Committee approved the Fiscal Year 2021 Corporate Bonus Plan (the “2021 Plan”). The 2021 Plan contains targets for the Company’s revenue, non-GAAP operating margin and cash flow from operations for fiscal 2021. The Company’s performance for fiscal 2021 will be measured against these targets.  Should the Company not achieve a minimum performance against these targets, no incentive compensation shall be payable under the 2021 Plan. Each 2021 Plan participant’s actual incentive compensation for fiscal 2021 will be determined by reference to his or her target incentive compensation, the Company’s achievement against its targets and achievement of the participant’s individual/divisional performance goals for fiscal 2021. Target individual incentive compensation payable under the 2021 Plan is expressed as a percentage of base salary and, for named executive officers of the Company, ranges from 80% to 150%.  The Committee retains the right to terminate or amend the 2021 Plan in any respect, including increasing or decreasing Company and individual incentive compensation targets, and can also adjust an individual’s incentive compensation up or down on a discretionary basis.