DEF 14A

DEF 14A 1 d428415ddef14a.htm DEF 14A DEF 14A

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

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Check the appropriate box:

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☒	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.

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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.				Vote Online before the meeting by going to: www.proxyvote.com
				Vote by telephone (24/7) (800) 690-6903
				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.
				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


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

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.




		Jabil Inc. Fiscal Year 2022 Proxy Statement		1

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.




		Jabil Inc. Fiscal Year 2022 Proxy Statement		2

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					1

Christopher S. Holland Former SVP & CFO, C. R. Bard, Inc.	56	2018					1

Mark T. Mondello CEO & Chairman, Jabil Inc.	58	2013					0

John C. Plant Co-CEO, Chairman, Howmet Aerospace Inc.	69	2016					2

Steven A. Raymund Retired Chairman & CEO, Tech Data Corporation and Lead Independent Director, Jabil Inc.	67	1996					1

Thomas A. Sansone Vice Chairman and Retired President, Jabil Inc.	73	1983					0

David M. Stout Retired President, Pharmaceuticals, GlaxoSmithKline	68	2009					0

Kathleen A. Walters Retired EVP & Group President, Georgia-Pacific	71	2019					0

KEY

Member

AC – Audit Committee

LOGO Chair

CC – Compensation Committee

Financial Expert

CSC – Cybersecurity Committee

N&CGC – Nominating & Corporate Governance Committee

Director Nominee Highlights

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		Jabil Inc. Fiscal Year 2022 Proxy Statement		3

Key Director Qualifications and Characteristics


		Strategic Skills				Core Competencies

		Global Operations				Corporate Governance

		Business Development & Strategic Planning				Financial & Audit

		Supply Chain				Risk & Compliance

		Technology & Cybersecurity				Industry Leadership

		Mergers & Acquisitions

		Environmental & Sustainability

		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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		Jabil Inc. Fiscal Year 2022 Proxy Statement		4

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




		Jabil Inc. Fiscal Year 2022 Proxy Statement		5

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



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

		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.

		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.

		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.




		Jabil Inc. Fiscal Year 2022 Proxy Statement		6

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.




		Jabil Inc. Fiscal Year 2022 Proxy Statement		7

Committee Chart



Director	Audit	Compensation	Nominating & Corporate Governance	Cybersecurity	Independent

Mark Mondello, Chairman & CEO

Steven Raymund, Lead Independent Director

Thomas Sansone, Vice Chairman

Anousheh Ansari

Martha Brooks⁽¹⁾

Christopher Holland

John Plant

David Stout

Kathleen Walters

KEY
Member 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

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.




		Jabil Inc. Fiscal Year 2022 Proxy Statement		8

Compensation Committee

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

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.




		Jabil Inc. Fiscal Year 2022 Proxy Statement		9

Cybersecurity Committee

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.




		Jabil Inc. Fiscal Year 2022 Proxy Statement		10

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.




		Jabil Inc. Fiscal Year 2022 Proxy Statement		11

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.




		Jabil Inc. Fiscal Year 2022 Proxy Statement		12

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




		Jabil Inc. Fiscal Year 2022 Proxy Statement		13

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.




		Jabil Inc. Fiscal Year 2022 Proxy Statement		14

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 investor_relations@Jabil.com.

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




		Jabil Inc. Fiscal Year 2022 Proxy Statement		15

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.

LOGO

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

LOGO

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




		Jabil Inc. Fiscal Year 2022 Proxy Statement		16

LOGO

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

LOGO

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

LOGO

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




		Jabil Inc. Fiscal Year 2022 Proxy Statement		17

LOGO

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

LOGO

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)

LOGO

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




		Jabil Inc. Fiscal Year 2022 Proxy Statement		18

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⁾

—

SEC Form DEF 14A filed by Jabil Inc.