DEF 14A 1 sanm3952391-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934 (Amendment No. )

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Sanmina Corporation

(Name of Registrant as Specified In Its Charter)
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LETTER FROM THE CHAIRMAN AND CEO

To Our Stockholders,

On behalf of Sanmina Corporation, the Board of Directors and our employees, thank you for your continued support. We value your investment in our company, enabling us to deliver mission critical technology solutions to our customers in the communications infrastructure, cloud solutions, industrial, medical, defense and aerospace and automotive markets.

I am incredibly proud of our employees for their agility and resilience in responding to the rapidly evolving market environment. While we will continue to face challenges as a result of the pandemic and global supply chain constraints, I have the utmost confidence in the Company’s future.

THROUGHOUT THE YEAR, WE FOCUSED ON

● Prioritizing the safety and welfare of our employees

● Staying genuine to our Vision, Mission and Values

● Delivering mission critical solutions

● Investing in innovation

● Expanding margins

● Generating cash

● A disciplined and strategic approach to capital allocation

● Delivering superior value to stockholders

FINANCIAL PERFORMANCE

Solid execution and a focus on the fundamentals were key contributors to our financial performance in fiscal 2021. Revenue was $6.76 billion, down slightly year over year primarily due to one less week in the fiscal year. However, demand was strong and we believe revenue would have grown if it was not for supply chain constraints. Non-GAAP gross margin and operating margin increased 70 basis points to 8.4 percent and 4.9 percent. Non-GAAP diluted earnings per share were $3.97, a 30% improvement compared to a year ago. In addition, we generated $338 million of cash flow from operations and $274 million of free cash flow.

JURE SOLA

“Solid execution and a focus on the fundamentals were key contributors to our financial performance in fiscal 2021. I am incredibly proud of our employees for their agility and resilience in responding to the rapidly evolving market environment.”

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Letter from the Chairman and CEO

Our Vision, Mission and Values

We recognize the importance of doing business the right way. At Sanmina we foster a work environment that is built on the beliefs of our vision, mission and values. We believe our core values can help ensure our employees, from entry-level to top leadership, are working towards the same common goal, and share in a bigger purpose.

Our culture drives us to exceed customer expectations, build strong supplier partnerships and consistently deliver superior technology and performance.

Vision

To be the trusted leader in providing products, services and supply chain solutions to accelerate customer success.

Mission

Provide competitive advantage for customers with mission critical products, services and supply chain needs while driving value for customers, employees, and investors.

Values

Our culture emphasizes honesty, integrity, transparency, personal accountability, ethical business practices and good corporate citizenship.

We continue to take a disciplined approach to our capital allocation and during the year we repurchased 1.5 million shares for $54 million. On November 4, 2021, our Board of Directors authorized the additional repurchase of $200 million of Sanmina common stock. The expansion of this program is in line with Sanmina’s capital allocation priorities and supports the confidence in the Company’s future financial performance and cash generation and our ongoing commitment to return capital to our stockholders. Since the inception of our share repurchase program in fiscal 2014, we have repurchased 34.3 million shares for approximately $869 million.

These achievements would not have been possible without creativity, passion for the business, teamwork and a determination to succeed. We demonstrated an open mind and found ways to mitigate the challenges presented by the evolving market dynamics.

STOCKHOLDER OUTREACH AND RESPONSIVENESS

Building trust and delivering sustainable, long-term value requires regular dialogue with our stockholders. We are committed to effective corporate governance that promotes the long-term interests of our stockholders and strengthens the Board’s and management’s accountability. During the past year, we have had a number of discussions with our stockholders spanning a variety of topics, including our compensation program, corporate governance, sustainability practices, and our strategy for growth and long-term value creation.

Our stockholder outreach is a recurring, year-round effort led by a cross-functional team that includes investor relations, members of executive management, and independent directors. Feedback from these meetings is shared with the Board and respective Committees to determine actionable items.

COMMITMENT TO SUSTAINABILITY

We operate our business based on several core beliefs, including professional integrity, social responsibility, and sustainability. We take these initiatives seriously, knowing that this work results in positive changes to our work environment, on our employees and to the communities where we do business. We are committed to making our workforce inclusive, our business sustainable and our stakeholders engaged by maintaining strong environmental and social practices. Our global corporate social responsibility efforts are guided by a management team and board of directors that are dedicated to the highest standards of ethics and integrity.

Thank you for your continued investment in and support of Sanmina Corporation.

JURE SOLA

Chairman and CEO

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

WHEN

Monday, March 14, 2022
11:00 A.M., Pacific Daylight Time

WHERE

Virtual Meeting www.virtualshareholdermeeting.com/SANM2022

RECORD DATE

January 20, 2022

Stockholders will also transact such other business as may properly come before the meeting.

Pursuant to the Internet proxy rules promulgated by the Securities and Exchange Commission (the “SEC”), Sanmina Corporation has elected to provide access to its proxy materials over the Internet. Accordingly, stockholders of record at the close of business on January 20, 2022 will receive a Notice of Internet Availability of Proxy Materials and may vote at the Annual Meeting and any adjournment or postponement of the meeting. Sanmina Corporation expects to mail the Notice of Internet Availability of Proxy Materials on or about January 27, 2022.

All stockholders are cordially invited to attend the Annual Meeting. Even if you plan to attend the Annual Meeting, please vote via the Internet or the telephone as promptly as possible to ensure that your vote is recorded. Alternatively, you may follow the procedures outlined in the Notice of Internet Availability of Proxy Materials to request a paper proxy card to submit your vote by mail. Any stockholder attending the Annual Meeting may vote even if he or she previously voted by another method.

FOR THE BOARD OF DIRECTORS

CHRISTOPHER K. SADEGHIAN

Corporate Secretary

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FISCAL 2021 HIGHLIGHTS

What We Do

Sanmina designs, manufactures and repairs some of the most complex and innovative optical, electronic and mechanical products in the world. Recognized as a technology leader, Sanmina provides end-to-end design, manufacturing and logistics solutions, delivering superior quality and support to Original Equipment Manufacturers primarily in the communications networks, cloud solutions, medical, defense and aerospace, industrial, and automotive technology sectors.

Our Competitive Strengths


Customer focused organization with 35,000 employees		Mission critical end-to-end solutions		Product design and engineering resources		Vertically integrated global manufacturing capabilities



Advanced component technologies	Comprehensive IT systems and a global supplier base	Expertise in serving diverse end markets	Expertise in industry standards and regulatory requirements

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Fiscal 2021 Highlights

Fiscal 2021 Performance

Fiscal 2021 proved to be a challenging year as supply chain shortages and delays caused by the COVID-19 pandemic weighed on our results by preventing us from shipping all products for which there was customer demand, increasing our costs and causing us to carry higher than desirable levels of inventory. While revenue was down 3% year over year primarily due to one less week in the fiscal year, we were able to improve non-GAAP operating income by 15%, expand non-GAAP operating margin 70 basis points, and grow non-GAAP earnings per share by 30%. In addition, we generated solid cash from operations providing us the financial flexibility to reinvest in the company and drive stockholder value.

Revenue		Non-GAAP Operating Income and Operating Margin*		Non-GAAP Earnings per Share (EPS)*


Non-GAAP EBITDA*	Non-GAAP Pre-Tax ROIC*	Cash Flow from Operations

* See Appendix B for reconciliation of non-GAAP financial information provided in this proxy statement to their most directly comparable GAAP measures.

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Fiscal 2021 Highlights

Sustainability and CSR Highlights

Introduction

Since Sanmina’s founding over forty years ago, our culture has been based on professional integrity and doing the right thing. We take our sustainability and corporate social responsibility initiatives seriously, knowing that this work results in positive changes to our working environment, our people and the communities where we do business. We are committed to making our workforce inclusive, our business sustainable and our stakeholders engaged by maintaining strong environmental and social practices. We strive to do our part, while providing value to our stockholders.

In 2021, we published our first Corporate Social Responsibility (CSR) Report to transparently share our sustainability and corporate social responsibility initiatives, as well as our efforts on an ongoing basis, and to encourage continuous improvement and accountability. Learn more about sustainability at Sanmina on our Social Responsibility website: https://www.sanmina.com/social-responsibility/

Board Oversight of ESG

Investing in our ESG program is a core part of our global citizenship and reflects our values of accountability, inclusion, teamwork, excellence and integrity. We believe our commitment to corporate social responsibility will enable us to execute on our mission. As we move forward together, we will continue to focus on our impact beyond Sanmina to support our communities and meet our significant responsibilities to society as a whole. Our Board exercises oversight of our ESG initiatives primarily through our Nominating and Governance Committee, which receives updates from management on various ESG matters. The Board or its committees offers management feedback on ESG best practices that help guide development of the Company’s various ESG initiatives. In 2021, we released our first CSR report setting a baseline for our ESG disclosures and providing transparency into our efforts. Our objective is to publish an annual CSR report to provide investors, employees, the communities we operate and our stakeholders with our progress on our continued efforts to be good corporate citizens.

Stakeholder Engagement

We highly value our stakeholder relationships, which represent key sources of input and feedback concerning our CSR initiatives. We engage with stakeholders in various ways, including all hands meetings, internal communications, management meetings, open door policy, wellness programs, training programs, internal and external audits, health and safety programs, investor engagement and employee volunteerism.

We recognize the importance of reporting on social, economic, ethics and environmental practices. Sanmina defines corporate social responsibility as integrating social, environmental, safety, ethics and human rights concerns in our business operations and our interactions with stakeholders. Our customers work hard to maintain an excellent brand image and company reputation and we see this as our job as well. Maintaining excellent stakeholder relationships is very important at Sanmina.


Employees	Stockholders	Business Partners	Customers	Communities	Governments

For more information about engagement with our stockholders, see “Stockholder Outreach” on page 10.

Diversity and Inclusion

We recruit and hire people based upon their skills for the job without regard to gender, ethnicity or other protected traits and it is our policy to comply fully with all domestic, foreign and local laws relating to discrimination in the workplace. Sanmina values and promotes respect, integrity, innovation, passion, pride and trust. We strive to offer an inclusive culture that encourages and supports our employees. In 2021, the gender distribution of our employees was relatively proportional around the globe, with males representing 52% and females representing 48% of our global workforce. In the U.S. our employee talent was 54% ethnically diverse and 38% female.

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Fiscal 2021 Highlights

GLOBAL WORKFORCE DATA			U.S. WORKFORCE DATA
Workforce	New Hires by Region	New Hires by Age

2021 Highlights

PEOPLE

At Sanmina, we believe our success is a direct result of our diverse and highly skilled and engaged workforce. Sanmina promotes a variety of initiatives to promote employee wellness and engagement.

	Sanmina University: Our own professional development program			Promoting health and wellness			Keeping employees safe
Sanmina University is an online professional development program for employees who seek to advance their careers through skills-based training.			We believe our employees are our biggest asset and we nurture this by offering ways to stay healthy, encourage wellness and stay active, including wellness programs.			We are guided by the principles outlined in the United States Department of Labor’s Occupational Safety & Health Administration (OSHA).

ENVIRONMENT

Sanmina seeks to address the needs of our global environment, now and in the future. Based on our 2019 baseline data provided in our 2021 CSR report, we have committed to reducing our carbon emissions by 40% from our 2019 levels by 2030 and to be net-zero by 2050. The Company expects to release its CSR report in March 2022.

	Managing CO₂ emissions			Water conservation			Managing waste
Our corporate campus is one example of our efforts, through the replacement of roofing with energy efficient materials. It is also conveniently located within walking distance to mass transit and we offer our employees charging stations for electric vehicles.			We remain focused on using recycled water in our production process and landscaping and look for ways to further conserve water where possible.			We work with ISO-certified third-party recyclers to responsibly dispose of our waste.

COMMUNITIES

Sanmina works to be a good neighbor in the communities where we operate and around the world, sponsoring charities and events including The Red Cross, Children’s Cancer Foundation and many others. We also encourage our employees to volunteer and become involved with organizations that are meaningful to them and their communities.

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PROXY SUMMARY

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

Board and Governance Highlights

Director Nominees

				Director since	Tenure (years)	Board committees
Name and principal position		Age	Independent	Director since	Tenure (years)	AC	CC	NGC
	Jure Sola Chairman and Chief Executive Officer of Sanmina Corporation	71	No	1989	33
	Eugene A. Delaney Consultant	65	Yes	2013	9
	John P. Goldsberry Former Chief Financial Officer, GLOBALFOUNDRIES Inc.	67	Yes	2008	14
	Susan A. Johnson Executive Vice President, Global Connections and Supply Chain, AT&T Communications, Inc.	56	Yes	2021	<1
	Rita S. Lane Consultant	59	Yes	2016	6
	Joseph G. Licata, Jr. Managing Partner - Private Equity, BlueArc Capital	61	Yes	2007	15
	Krish Prabhu Consultant	67	Yes	2019	3
	Mario M. Rosati Retired Member, Wilson Sonsini Goodrich & Rosati	75	Yes	1997	25

AC	Audit Committee	NGC	Nominating and Governance Committee		Chair		Member
CC	Compensation Committee

Board Nominee Snapshot

Independence	Age	Tenure	Diversity

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Proxy Summary

Board Nominee Skills and Experience

	Type of Experience
	Electronics manufacturing services and similar manufacturing companies		7/8 directors
	Other technology/information technology		8/8 directors
	Other public company board membership		3/8 directors
	Executive or senior management		7/8 directors
	International business		8/8 directors
	Strategic planning		8/8 directors
	Accounting, audit and corporate finance		6/8 directors
	Board governance, including board nominations		7/8 directors
	Risk management, compliance and regulatory		6/8 directors

Good Governance Practices

Finally our Board prides itself on keeping up to date on best governance practices and implementing those we believe are best tied to increasing stockholder value. We continually monitor the way we govern ourselves, including reviewing whether there are alternatives or new ideas which would strengthen our governance structures.

BOARD
INDEPENDENCE

BOARD
EFFECTIVENESS

GOOD CORPORATE GOVERNANCE
PRACTICES

● 7 of our 8 director nominees are independent

● Designated Lead Independent Director

● All Board committees consist solely of independent directors

● Independent Committee Chairs

● Independent directors regularly meet in executive session, without members of management

● 100% Board and Committee meeting attendance in 2021 by each director

● 100% director attendance at our 2021 Annual Meeting of Stockholders

● Board oversight of strategy

● Board oversight of risk management processes

● Updates to the Board on investor engagement

● Annual election of directors

● Comprehensive Code of Conduct and Corporate Governance Guidelines

● Compensation clawback policy covering both cash and equity incentives

● Stock ownership and holding guidelines for directors and executive officers

● Policies prohibiting hedging and pledging of our shares by directors and executive officers

● Expansive shareholder outreach program to gauge support for our executive compensation practices and corporate governance policies and to respond to stockholder input

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Proxy Summary

Stockholder Outreach

We believe that effective corporate governance should include regular, constructive conversations with our stockholders. In 2021, we invited stockholders representing 70% of our outstanding shares to meet with our management and members of the Board to solicit feedback about our business, corporate governance, and our executive compensation programs, speaking with holders of 43% of our shares, the remaining 27% did not require a meeting or did not respond. In addition to input on current governance and executive compensation topics specific to Sanmina, we invited discussion on any other topics or trends stockholders wished to share with us. Additionally, we engaged with a proxy advisory firm to explain and reinforce our executive compensation program and philosophy and to understand any comments they had.

CONSISTENT RESPONSIVENESS TO STOCKHOLDERS

● We continue to provide in the Proxy Statement greater transparency about our compensation plans, their purpose, what they measure and how they operate.

● The Compensation Committee maintained the compensation plan structure and principles endorsed by stockholders in the 2021 annual meeting, including:

● Maintaining a high percentage (53%) of total target compensation comprised of performance-based long-term incentives for the CEO.

● Avoiding duplication of performance metrics in the short-term bonus plan and long-term incentive awards.

● Setting long-term incentive performance goals that are measured over a three year time horizon.

● Simplifying the array of performance metrics in the short-term bonus plan and long-term incentive plan.

● We continue to provide additional disclosure in our Proxy Statement and CSR report around the topics of diversity inclusion, environmental, social and governance activities, goals and Board oversight of such matters.

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Proxy Summary

Executive Compensation Highlights

Components of 2021 CEO Compensation

Component	% of Total Target	Purpose	Key Characteristics
Base Salary		● Attract and retain talent with a competitive level of pay	● Based on individual performance, experience level and peer group compensation data ● Generally targeted below 50th percentile of our peers
Annual Incentive Compensation		● Incentivize and reward for corporate and individual performance over shorter time periods to aid in retention ● Drive achievement of specific financial targets in line with our strategy ● Provide competitive annual incentive opportunities	● Two financial goals (revenue and non-GAAP operating margin) ● One modifier (cash flow from operations) ● Allows for total cash compensation to become more competitive compared to peers when high levels of corporate and individual performance are achieved
Equity Incentives		● Align realized pay with stockholder value creation ● Support long-term retention of critical talent ● Provide competitive long-term incentive opportunities when performance conditions are achieved	● High proportion of performance-based PSUs to time-based RSUs (68%/32%) ● PSUs vest based upon cumulative three-year non-GAAP earnings per share measured at end of performance period ● Variable payout (65% to 135%) based upon level of achievement and, at discretion of Compensation Committee, relative TSR compared to peers, with achievement of minimum threshold required for any payout ● Allows for total compensation to become more competitive to peers when high levels of corporate and individual performance are achieved

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Proxy Summary

Compensation Practices

WHAT WE ARE DOING

ü Pay for Performance—Our executive compensation program continues to emphasize performance-based (at risk) compensation, with the majority of the total target pay opportunities of our CEO tied to financial performance. 100% of our long-term incentive awards to our named executive officers in fiscal 2021 were equity incentives, reinforcing the linkage between executive pay and stockholder value creation.

ü Stockholder Engagement on Executive Compensation Matters—We have a robust, year-round stockholder engagement program that provides valuable feedback and informs the Compensation Committee’s annual evaluation of the executive compensation program.

ü Simplified Annual Bonus Plan Design—Beginning in 2020, we reduced the number of metrics used to measure plan performance from six to two, with one modifier, emphasizing only the most important measures to the health of our business and better focusing management on achievement of such measures. Providing greater transparency of short-term incentive factors.

ü Below Median Non-Performance Based Compensation—Base salaries for our executive officers generally fall below peer median levels, with total compensation becoming competitive only if Sanmina achieves target and higher levels of financial performance.

ü Alignment of Overall Pay with Peers—The total target compensation of our named executive officers is generally well aligned with peer median levels.

ü Capped Incentive Payments—We impose a maximum on the amount that can be earned under all of our incentive plans.

ü Robust Stock Ownership Guidelines—Our executive officers are subject to equity ownership requirements that are comparable to those of our peers.

ü Mandatory Stock Holding Period—Under our 2019 Equity Incentive Plan, our CEO must hold all shares received upon exercise, settlement or issuance of an award for a minimum of one year, helping ensure alignment of interests with those of our stockholders.

ü Clawback Policy—Our clawback policy requires repayment of both cash and equity incentives under certain circumstances following financial restatements.

ü Multi-year Vesting Criteria for Equity Awards—Since 2020, our performance-based long-term incentives vest only upon achievement of multi-year financial targets.

ü Separate, Non-overlapping Metrics for Short- and Long-term Awards. Our short-term and long-term Incentive Plans use different non-overlapping metrics, recognizing the different purposes of each plan.

ü Below-Median Severance Levels. Our change in control severance arrangements provide for severance levels below median general industry practices.

ü Annual Pay Study and Peer Group Review. We annually conduct an executive pay study, assisted by the Compensation Committee’s independent compensation advisor, to ensure the continued alignment of our pay levels and program design with competitive peer practices. We review our peer group every year to ensure relevance and comparability.

ü Annual Say-on-Pay Vote. We conduct an annual say-on-pay vote, the frequency preferred by our stockholders.

WHAT WE DON’T DO

û No guaranteed bonus payments for CEO or other NEO’s.

û No repricing of options.

û No tax gross ups.

û No excessive change in control severance protections (the highest change in control severance multiple is two times salary plus one times target bonus).

û No single trigger change in control plans.

û No hedging or pledging of the Company’s stock by our executive officers and directors is allowed.

û No extraordinary perquisites.

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TABLE OF CONTENTS

		Significant Information in this Section
1	Letter from the Chairman of the Board and CEO
3	Notice of Annual Meeting of Stockholders
4	Fiscal 2021 Highlights	4	Our Competitive Strengths	6	Sustainability and CSR Highlights
		5	Fiscal 2021 Performance
8	Proxy Summary	8	Board and Governance Highlights	11	Executive Compensation Highlights
14	Proposal One Election of Directors	14	Director Nominees	19	Attributes and Qualifications of Nominees
				19	Independent Directors
20	Corporate Governance and Board Matters	20	Board Composition	22	Board Structure and Responsibilities
	Corporate Governance and Board Matters	21	Board Diversity Factors	23	Board Committees
		21	Director Succession Planning, Tenure and Refreshment	24	Areas of Board Oversight
		21	Board Orientation and Continuing Education	26	Board Accountability and Processes
29	Compensation of Directors	29	Director Compensation Arrangements
30	Proposal Two Ratification of Appointment of Independent Registered Public Accounting Firm	30	Audit Committee Pre-Approval Policy with Respect to Audit Services and Permissible Non-Audit Services
31	Report of the Audit Committee of the Board of Directors
32	Proposal Three Approval, on an Advisory (Non-Binding) Basis, of Compensation of Named Executive Officers	34	Fiscal 2021 Business Highlights	38	Sanmina’s Executive Compensation Process
		35	Fiscal 2021 Executive Compensation Highlights	41	Components of 2021 CEO Compensation
33	Compensation Discussion and Analysis	37	2021 Stockholder Engagement and Say-on-Pay Vote	42	Executive Officer Compensation Decisions for 2021
48	Compensation Committee Report	38	Sanmina’s Pay for Performance Compensation Philosophy
49	Executive Compensation Tables	49	Summary Compensation Table	53	Non-Qualified Deferred Compensation Plan
		50	Grants of Plan Based Awards	54	Employment, Termination and Change in Control Arrangements
		51	Outstanding Equity Awards at Fiscal 2021 Year-End		Employment, Termination and Change in Control Arrangements
55	CEO Pay Ratio
56	Proposal Four Approval of the Reservation of an Additional 1,300,000 Shares of Common Stock for Issuance Under the 2019 Equity Incentive Plan	56	Reason for Request	64	Number of Awards Granted to Employees, Consultants and Directors
		57	Description of the 2019 Plan


66	Ownership of Our Stock	66	Security Ownership of Certain Beneficial Owners and Management
68	Certain Relationships and Related Transactions
69	Other Matters
70	Availability of Additional Information
71	Questions and Answers About Procedural Matters
77	Appendix A - Sanmina Corporation 2019 Equity Incentive Plan
89	Appendix B Reconciliation Of Non-GAAP Measures

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PROPOSAL ONE ELECTION OF DIRECTORS

Unless otherwise instructed, the proxy holders will vote the proxies received by them for Jure Sola, Eugene A. Delaney, John P. Goldsberry, Susan A. Johnson, Rita S. Lane, Joseph G. Licata, Jr., Krish Prabhu and Mario M. Rosati. Director and current Lead Independent Director Jackie M. Ward will retire upon the date of the Annual Meeting and is therefore not standing for reelection at the Annual Meeting. If any such nominee 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 Nominating and Governance Committee to fill the vacancy. If stockholders nominate additional persons for election as directors, the proxy holders will vote all proxies received by them to assure the election of as many of the nominees listed below as possible, with the proxy holder making any required selection of specific nominees to be voted for. The term of office of each person elected as a director will continue until that person’s successor has been elected by the holders of the outstanding shares of common stock and qualified, or until his or her earlier death, resignation or removal in the manner provided in our bylaws.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE FOLLOWING DIRECTOR NOMINEES.

Director Nominees

		Jure Sola Age: 71 Director Since: 1989
Principal Occupation: Chairman and Chief Executive Officer of Sanmina Corporation
Biographical Information
●	Has served as Sanmina’s Chief Executive Officer since August 2020 and from April 1991 to October 2017, Chairman of Sanmina’s Board since August 2020 and from April 1991 to December 2001 and from December 2002 to October 2017, Sanmina’s Executive Chairman from October 2017 to August 2020, and Co-Chairman of Sanmina’s Board from December 2001 to December 2002.
●	Co-founded Sanmina Corporation and initially held the position of Vice President of Sales in 1980.
●	Became Vice President and General Manager of Sanmina Corporation, responsible for manufacturing operations and sales and marketing.
●	Elected as a director and in October 1989 was appointed as President of Sanmina Corporation.
Board Nominating Factor
Mr. Sola’s role as the co-founder of Sanmina as well as his more than 40 years of experience in the electronics manufacturing industry and deep knowledge of the Company and its operations.

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Proposal One Election of Directors

		Eugene A. Delaney Age: 65 Director Since: 2013
Principal Occupation: Consultant
Biographical Information
●	Has served as a director of Sanmina since December 2013.
●	Currently serves as Board Advisor to Blue Yonder.
●	Previously served as Executive Vice President, Product and Business Operations of Motorola Solutions, Inc., a worldwide provider of communications infrastructure, devices, software and services to government and enterprise customers, from January 2011 through July 2013.
●	Held the positions of Executive Vice President, President, Enterprise Mobility Solutions, Motorola Inc. from January 2009 to August 2010; Senior Vice President, President, Government and Public Safety from May 2007 to January 2009; and Senior Vice President, International Sales Operations, Networks and Enterprise from May 2006 to May 2007 with Motorola, Inc.
●	Served in other senior management roles with Motorola, Inc., including Senior Vice President of the Cellular Infrastructure Group, and President of Asia/Pacific region and Chairman of Motorola China Ltd.
Board Nominating Factor
Mr. Delaney’s more than 25 years of senior management experience with a major global communications technology company, particularly in the areas of business transformation and corporate finance.
Board Committees:
Audit, Compensation (Chair)

		John P. Goldsberry Age: 67 Director Since: 2008
Principal Occupation: Former Chief Financial Officer, GLOBALFOUNDRIES Inc.
Biographical Information
●	Has served as a director of Sanmina since January 2008.
●	Served as Chief Financial Officer of GLOBALFOUNDRIES Inc., a semiconductor foundry company from January 2016 to January 2018 and as Chief Accounting Officer from June 2013 until January 2016.
●	Served as Chief Financial Officer of American Traffic Solutions, Inc., the leading traffic camera services company, from July 2010 until November 2012, and as Chief Financial Officer of TPI Composites, Inc., a manufacturer of composites products for the wind energy markets, from July 2008 until July 2010.
●	Previously served as Senior Vice President and Chief Financial Officer of Gateway, Inc., a computer manufacturer, from August 2005 to April 2008.
●	Served as Senior Vice President, Operations, Customer Care and Information Technology from April 2005 to August 2005, as Senior Vice President, Strategy and Business Development from March 2004 to April 2005 and as Chief Financial Officer of eMachines, Inc., a PC manufacturer acquired by Gateway, from January 2004 until March 2004.
●	Held Chief Financial Officer positions at TrueSpectra, Inc., an imaging solutions company, Calibre, Inc., a wireless technology company, Quality Semiconductor, Inc., a semiconductor company, DSP Group, Inc., a semiconductor company, and The Good Guys, Inc., an electronics retailer, and worked for Salomon Brothers and Morgan Stanley in a number of corporate finance positions.
Board Nominating Factor
Mr. Goldsberry’s deep financial expertise, CFO experience, understanding of hardware and manufacturing businesses (computers, renewable energy, electronic equipment and semiconductors), providing knowledge to help Sanmina refine and improve its strategy and execution.
Board Committees:
Audit (Chair)

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Proposal One Election of Directors

		Susan A. Johnson Age: 56 Director Since: 2021
Principal Occupation: Executive Vice President, Global Connections and Supply Chain at AT&T Communications, Inc.
Biographical Information
●	Appointed as a director of Sanmina in December 2021.
●	Has served as Executive Vice President of Global Connections and Supply Chain for AT&T Communications since 2014.
●	Held other senior leadership positions with AT&T between 2000 and 2014, including Senior Vice President, Investor Relations, Senior Vice President, Customer Information Services, Senior Vice President, Business Development and Senior Vice President, Corporate Strategy and Planning.
●	Worked in investment banking at Smith Barney.
Board Nominating Factor
Ms. Johnson’s wealth of experience in corporate strategy, business development, supply chain management and sustainability.

		Rita S. Lane Age: 59 Director Since: 2016
Principal Occupation: Consultant
Biographical Information
●	Has served as a director of Sanmina since September 2016.
●	Has been the Principal at Hajime, LLC a supply chain advisor for start-up companies since January 2014.
●	Serves as a Supervisory Board member of Signify Holdings (formerly Philips Lighting), a global lighting systems manufacturer, as a Board member of L3Harris Technologies, Inc., a provider of aerospace, communication, electronic and sensor systems and a

ITEMS OF BUSINESS

Board Recommendation

PROPOSAL 1
To elect eight directors of Sanmina Corporation

FOR
each director nominee

PROPOSAL 2
To ratify the appointment of PricewaterhouseCoopers LLP as Sanmina Corporation’s independent registered public accounting firm for the fiscal year ending October 1, 2022

PROPOSAL 3
To approve, on an advisory (non-binding) basis, the compensation of Sanmina Corporation’s named executive officers

PROPOSAL 4
To approve the reservation of an additional 1,300,000 shares of common stock for issuance under the 2019 Equity Incentive Plan of Sanmina Corporation

SEC Form DEF 14A filed by Sanmina Corporation