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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

SCHEDULE 14A


Proxy Statement Pursuant to Section 14(a) of the


Securities Exchange Act of 1934


(Amendment No. )

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

Check the appropriate box:


Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
PLEXUS CORP.

PLEXUS CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
 ☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
(1)

Title of each class of securities to which transaction applies:

(2)
(2)

Aggregate number of securities to which transaction applies:

(3)
(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)
(4)

Proposed maximum aggregate value of transaction:

(5)
(5)
Total fee paid:
 ☐

Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
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Amount Previously Paid:

(2)
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Form, Schedule or Registration Statement No.:

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Filing Party:

(4)
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Date Filed:


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PLEXUS CORP.
2022 NOTICE OF
ANNUAL MEETING

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LOGO

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

on February 12, 2020

December 17, 2021
To the Shareholders of Plexus Corp.:

You are invited to the Annual Meeting of Shareholders of Plexus Corp. will hold its annual meeting of shareholders at the Waldorf Astoria Chicago, 11 East Walton Street, Chicago, Illinois 60611, on Wednesday, February 12, 2020, at 8:00 a.m. local time, for the following purposes:

, a Wisconsin corporation:
(1)

To elect 11 directors to serve until the next

DATE AND TIME
February 16, 2022
8:00 a.m. CST
ITEMS OF
BUSINESS

ACCESS THE VIRTUAL ANNUAL MEETING
This year’s annual meeting will be held virtually. Shareholders may participate in the virtual annual meeting by logging in at the following link and until their successors have beenproviding the control number found in the Notice of Internet Availability of Proxy Materials: http://www.virtualshareholdermeeting.com/PLXS2022
1
Elect 10 Directors (pg. 9)
2
Approve executive compensation by an advisory vote (pg. 68)


RECORD DATE
Shareholders of record at the close of business on December 13, 2021, are entitled to attend and vote at the annual meeting by virtual presence online. As of the Record Date, Plexus had 28,009,600 shares of common stock outstanding. Each outstanding share of common stock is entitled to one vote on each matter presented. Any shareholder entitled to vote may vote either at the virtual meeting or by duly elected.

authorized proxy.(2)

To ratify

3
Ratify the selection of PricewaterhouseCoopers LLP as Plexus’our independent auditors for fiscal 2020.

(pg. 71)

(3)

To hold an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation” in the proxy statement.

(4)
4

To transact

Transact such other business as may properly come before the meeting or any adjournment thereof.



All shareholders of record at the close of business on December 5, 2019, will be entitled to vote at the meeting or any adjournment of the meeting. On or about December 13, 2019, we expect to mail shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report, as well as vote, online.

We call your attention to the proxy statement accompanying this notice, which contains important information about the matters to be acted upon at the meeting.

By Order of the Board of Directors,


Angelo M. Ninivaggi
Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary
Important notice regarding the availability of proxy materials for the shareholder meeting to be held on February 16, 2022. The proxy statement and the Company’s 2021 annual report are available at www.proxyvote.com. At www.proxyvote.com, shareholders can view the proxy material, vote and request to receive paper copies of the proxy materials by mail.

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By order

LOGO
Angelo M. Ninivaggi
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

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WHO WE ARE
Our Vision
Our Mission
We’ll help you create the products that build a better world.
The leader in highly complex products and demanding regulatory environments.

Plexus by the Numbers
$3.37B
15.4%
$4.76
$1.2M
2021 Revenue
2021 ROIC
2021 Earnings per share
Planned investment in energy use reduction technology and initiatives in F22
19,200
600
26/7
4.5M
Employees
Development Engineers
Facilities / Countries
Square Feet
Plexus Market Sectors & Subsectors
INDUSTRIAL
HEALTHCARE / LIFE SCIENCES
AEROSPACE / DEFENSE
Automation and Robotics
Medical Devices and Equipment
Aerospace
Transportation and Energy Management
Life Sciences and Diagnostics
Defense
Semiconductor and Test and Measurement
Advanced Surgical Systems and Medical Robotics
Security
Space
Communications
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WHO WE ARE
Our People
We recognize that a great culture is foundational to the success of our vision to create the products that build a better world. We are proud of our culture and the recognition we have received over the years as a great place to work. In building a great culture, we embrace four “non-negotiables:”

Our Values and Leadership Behaviors - Our Values and Leadership Behaviors establish the foundation upon which our culture is built; Customer Focus, Relationships and Teamwork, Excellence, Open Communications, Integrity, Prioritize our People, Solve Problems, Be Courageous, Be Strategic and Innovate.

Quality Begins with Me - We instill personal responsibility for quality in our employees through our Quality Begins with Me culture; a commitment to delivering zero defects and continuous improvement.

5E’s of Customer Service Excellence - In all aspects of our engagements with both internal and external customers, we reflect the 5E’s. We are Empathetic, Entrepeneurial, Empowered, Engaged and we Ensure Accountability.

One Plexus - One Plexus reflects our sentiment that we are stronger together than the sum of our parts. We embrace the One Plexus mentality through collaboration to ensure consistent operations, globally, and leverage the strengths and best practices of all facets of the organization to drive the best solutions for our customers.
Committed to a diverse and inclusive workplace
Diversity and Inclusion (“D&I”) Statement
Be you. Our people create our best Plexus. Ingrained in our culture of inclusion is the philosophy that each individual offers diverse perspectives, backgrounds and experiences that create great outcomes when we are united as a team. We respect our people and embrace our differences. We welcome everyone and value the ideas generated by our collective uniqueness. We aspire that all of our people reach their full potential.
Employee Resource Groups



Plexus Young Professionals (PyP)
Fosters development
and collaboration
for young professionals.
Women in Network (WiN)
Champions the advancement
of women in professional
and personal development.
UnusPlexus
Created to celebrate
different cultures
and diversity at Plexus.
D&I Highlights
• D&I Committee (including the CEO) and Board Oversight of D&I initiatives and results
• Formal mentorship program with a specific focus on future leaders within underrepresented populations and D&I leadership training provided
• Gender & underrepresented minorities recruitment strategy
• Flexible workplace policy, paid parental leave & equitable pay practices
• Community involvement, charitable match program & paid volunteer time off
Diversity by the Numbers
14
49.9%
2
3
different home countries represented in our global workforce
of our global workforce is female
of 16 of our Plexus Leadership Team members are female
of 10 directors are female or underrepresented minorities
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PROXY STATEMENT
Plexus Corp.
Global Headquarters
One Plexus Way
Neenah, Wisconsin

WI 54957-0156

MEETING AND VOTING INFORMATION
Plexus Corp. will hold its annual meeting of shareholders virtually on February 16, 2022 at 8 a.m. CST.
How to Access Your Proxy Materials
On or about December 9, 2019

You20, 2021, we mailed to shareholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access our proxy materials, including our proxy statement and annual report, and how to vote via the internet. Shareholders will not receive printed copies of the proxy materials unless requested via the procedures described in the Notice. To assure timely delivery of printed copies of the proxy materials before the annual meeting, shareholders need to request a copy no later than January 26, 2022.

How to Vote
Shareholders of record at the close of business on December 13, 2021 (the “Record Date”), are entitled to participate and vote at the virtual annual meeting. As of the Record Date, Plexus had 28,009,600 shares of common stock outstanding. If you are a shareholder of record as of the Record Date, then you may vote either at the virtual annual meeting or in personadvance of the meeting by authorizing—by internet, telephone or by using amail—the persons named as proxies on the proxy card, Dean A. Foate, Todd P. Kelsey, Patrick J. Jermain and Angelo M. Ninivaggi, to vote your shares in accordance with your directions. We encourage you to vote as follows:

soon as possible, even if you are planning to attend the virtual annual meeting (by virtual presence online), so that the vote count will not be delayed.

•  

By internet:

internet

Go to www.proxyvote.com. Please have the notice we sent to you in hand because it has the personalYou will need your 16-digit control number needed for your vote.

included on the Notice in order to vote by Internet.

By telephone
On a touch-tone telephone, call 1-800-690-6903. You will need your 16-digit control number included on the Notice in order to vote by telephone.

•  


By telephone:

mail

Call1-800-690-6903 on a touch-tone telephone. Please have the notice we sent to you in hand because it has the personal control number needed for your vote.

•  By mail:

Please request written materials as provided on page 1 ofby following the proxy statement.instructions in the Notice. Complete, sign and date the proxy card, and return it to the address indicated on the proxy card.


Virtually
If you attend the virtual annual meeting, you will be able to cast your vote via the online meeting platform during a designated portion of the meeting. Have your Notice, proxy card or proxy form with your 16-digit control number available when you access the virtual annual meeting.
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If for any reason you desire to revoke your proxy, you may do so at any time before it is voted.


LOGO

One Plexus Way

P.O. Box 156

Neenah, Wisconsin 54957-0156

PROXY STATEMENT

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COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

1

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

6

ELECTION OF DIRECTORS

8

CORPORATE GOVERNANCE

13

Board of Directors Meetings

13

Board Evaluation Process

13

Director Independence

13

Board Leadership Structure

14

Board’s Role in Risk Oversight

14

Board Committees

15

Communications with the Board

18

Code of Ethics, Committee Charters and Other Corporate Governance Documents

18

Social Responsibility

19

Directors’ Compensation

20

Director Stock Ownership Guidelines

23

Delinquent Section 16(a) Reports

23

COMPENSATION DISCUSSION AND ANALYSIS

24

Executive Summary

24

Executive Compensation Philosophy, Goals and Process

26

Overview of Executive Compensation and Benefits

27

Elements and Analysis of Direct Compensation

28

Elements and Analysis of Other Compensation

40

Tax Aspects of Executive Compensation

42

COMPENSATION COMMITTEE REPORT

43

EXECUTIVE COMPENSATION

44

Summary Compensation Table

44

Grants of Plan-Based Awards

47

Outstanding Equity Awards at FiscalYear-End

50

Option Exercises and Stock Vested

54

Nonqualified Deferred Compensation

54

Employment Agreements and Potential Payments Upon Termination or Change in Control

56

PAY RATIO DISCLOSURE

62

COMPENSATION AND RISK

62

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

63

CERTAIN TRANSACTIONS

64

REPORT OF THE AUDIT COMMITTEE

64

AUDITORS

65

Fees and Services

65


LOGO

ANNUAL MEETING OF SHAREHOLDERS

FEBRUARY  12, 2020

COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q:    WHEN IS THE PROXY MATERIAL FIRST BEING MADE AVAILABLE TO SHAREHOLDERS?

A:    Onvoted, either by written notice filed with the Secretary, or about December 13, 2019, Plexus Corp. (“Plexus,” “we”Acting Secretary, of the meeting. Questions may be asked during the virtual meeting by submitting such questions in writing via the online platform.

For those investors whose shares are held by a broker or other nominee, you must complete and return the “Company”) expectsvoting instruction form provided by your broker, bank or nominee to mail shareholders a Notice of Internet Availability of Proxy Materials containing instructionsprovide instruction on how to accesscast your vote. In the absence of your voting instructions, brokers or other nominees may or may not be able to vote your shares at their discretion depending upon the particular proposal. For example, brokers may not vote your shares at their discretion in the election of directors; therefore, you must vote your shares if you want them to be counted in the election of directors. In addition, your broker is not permitted to vote your shares at its discretion regarding matters related to executive compensation, including the advisory vote to approve named executive officer compensation. If a broker or other nominee holds your shares and you wish to change your proxy material overprior to the internet.

Q:    WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A PRINTED COPY OF THE PROXY MATERIAL?

A:voting thereof, please contact the broker or other nominee.

Shareholders who own shares as part of Plexus’ 401(k) Retirement Plan (the “401(k) Plan”) will receive a separate means for voting the shares held in each account. Shares held by the 401(k) Plan for which participant designations are received will be voted in accordance with those designations. Those shares for which designations are not received will be voted proportionally based upon the shares for which voting directions have been received from participants in the 401(k) Plan.
Shareholder Proposals
The Secretary must receive a shareholder proposal no later than August 18, 2022 for the proposal to be considered for inclusion in our proxy materials for the 2023 annual meeting pursuant to Rule 14a-8 of the rules of the Securities and Exchange Commission (“SEC”) rules permit us to provide access to our proxy material over the internet insteadCommission. The 2023 annual meeting of mailingshareholders is tentatively scheduled for February 15, 2023. To bring a printed copy of the proxy material to each shareholder. As a result, we are mailing shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy material, including our proxy statement and annual report, and vote via the internet. Shareholders will not receive printed copies of the proxy material unless requested via the procedures described belowproposal or by following the instructions included on the Notice of Internet Availability of Proxy Materials.

Important Notice Regarding the Availability of Proxy Materials for

the Shareholder Meeting to Be Held on February 12, 2020

The proxy statement and annual report are available at www.proxyvote.com.

At www.proxyvote.com, shareholders can view the proxy material, vote and request to receive paper copies of the proxy material by mail.

Q:    HOW CAN SHAREHOLDERS REQUEST PAPER COPIES OF THE PROXY MATERIAL?

A:    Shareholders may request that paper copies of the proxy material, including an annual report, proxy statement and proxy card, be sent to them without charge as follows:

•  By internet:

www.proxyvote.com

•  By e-mail:

Send a blank e-mail with your personal control number in the subject line to sendmaterial@proxyvote.com

•  By telephone:

1-800-579-1639

When you make your request, please have your personal control number available; that control number was included in the notice that was mailed to you. To assure timely delivery of the proxy materialnomination before the annual meeting, please make your request no later than January 29, 2020.

Q:    WHAT AM I VOTING ON?

A:    At the2023 annual meeting, you must comply with our bylaws, which require written notice to the Secretary between October 7, 2022 and November 1, 2022. The purpose of this requirement is to assure adequate notice of, and information regarding, any such matter as to which shareholder action may be sought. If we receive your notice after November 1, 2022, then your proposal or nomination would be untimely and it will not be presented to shareholders for action at the 2023 annual meeting of shareholders.

In addition, your proposal or nomination must comply with the procedural provisions of our bylaws. If you do not comply with these procedural provisions, your proposal or nomination can be excluded. Should the board nevertheless choose to present your proposal, the named proxies will be votingable to vote on the following proposals:proposal using their best judgment.
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ITEMS OF BUSINESS
1.

Board
Recommendation
Proposal 1
The election of 1110 directors named in the proxy statement to serve on Plexus’ board of directors until the next annual meeting and until their successors have been duly elected. This year’s nominees are:

for a one-year term.
FOR

•  Ralf R. Böer

•  Stephen P. Cortinovis

•  David J. Drury

•  Joann M. Eisenhart

•  Dean A. Foate

•  Rainer Jueckstock

•  Peter Kelly

•  Todd P. Kelsey

•  Karen M. Rapp

•  Paul A. Rooke

•  Michael V. Schrock

2.

A proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP (“PwC”) as Plexus’ independent auditors for fiscal 2020.

3.

Proposal 2
An advisory proposal to approve the compensation of the Company’s named executive officers, as disclosed inunder the headings “Compensation Discussion and Analysis” and “Executive Compensation” herein.

Compensation.”
FOR
Proposal 3
Ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2022.
FOR

Q:    WHAT ARE THE BOARD’S VOTING RECOMMENDATIONS?

A:    The board of directors is soliciting this proxy and recommends the following votes:

FOR each of the nominees for election to the board of directors;

Voting Procedures & Votes Required

FOR the ratification of the Audit Committee’s selection of PwC as Plexus’ independent auditors for fiscal 2020; and

FOR approval of the compensation of the Company’s named executive officers.

Q:    WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?

A:To conduct the annual meeting, more than 50% of Plexus’ outstanding shares entitled to vote must be present in personat the virtual meeting or by duly authorized proxy. This is referred to as a “quorum.” Abstentions and shares that are the subject of brokernon-votes will be counted for the purpose of determining whether a quorum exists. Shares represented at a meeting for any purpose are counted in the quorum for all matters to be considered at the meeting.

Each outstanding share of common stock is entitled to one vote on each matter presented.

If you own shares as a registered holder and you do not vote, your shares will not be represented at the meeting and will not count toward the quorum requirement. If a quorum is obtained, then the shares that you have not voted will not affect whether a proposal is approved or rejected. If you are a shareholder whose shares are not registered in your name and you do not vote, then your bank, broker or other holder of record may still represent your shares at the meeting for purposes of obtaining a quorum.
Assuming a quorum is present, directors are elected by a plurality of the votes cast in personat the virtual meeting or by proxy by the holders of Plexus common stock entitled to vote in the election at the meeting. “Plurality” means that the individuals who receive the highest number of votes are elected as directors, up to the maximum number of directors to be chosen at the meeting. Any votes attempted to be cast “against” a candidate are not given legal effect and are not counted as votes cast in the election of directors. Therefore, any shares that are not voted, whether by withheld authority, brokernon-vote or otherwise, have no effect in the election of directors except to the extent that the failure to vote for any individual results in another individual receiving a relatively larger number of votes.

Our bylaws provide that if any nominee for director does not receive, in an uncontested election, a majority of the votes cast for his or her election, the board will determine whether to accept the individual’s irrevocable, contingent resignation from the board (which must be submitted to, or on file with, the Company in order for that person to be nominated for board service).
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Ratification

Assuming a quorum is present, the results of PwCthe non-binding, advisory vote to approve the compensation of our named executive officers will also be determined by a majority of shares voting on such matter. In addition, ratification of PricewaterhouseCoopers LLP as Plexus’our independent auditors for 2022 will be determined by a majority of the shares voting on such matter, assuming a quorum is present. In addition, assuming a quorum is present, the results of thenon-binding, advisory vote to approve the compensation of the Company’s named executive officers will also be determined by a majority of shares voting on such matter. Abstentions and brokernon-votes will not affect these votes, except insofar as they reduce the number of shares that are voted.

Q:    WHAT IF I DO NOT VOTE?

A:    The effect of not voting will depend on how your share ownership is registered.

If you own shares as a registered holder and you do not vote, your shares will not be represented at the meeting and will not count toward the quorum requirement. If a quorum is obtained, then the shares that you have not voted will not affect whether a proposal is approved or rejected.

If you are a shareholder whose shares are not registered in your name and you do not vote, then your bank, broker or other holder of record may still represent your shares at the meeting for purposes of obtaining a quorum. In the absence of your voting instructions, your bank, broker or other holder of record may or may not vote your shares in its discretion depending on the particular proposal. Your broker may not vote your shares in its discretion in the election of directors; therefore, you must vote your shares if you want them to be counted in the election of directors. In addition, your broker is not permitted to vote your shares in its discretion regarding matters related to executive compensation, including the advisory vote to approve named executive officer compensation. However, your broker may vote your shares in its discretion on routine matters such as the ratification of the Plexus’ independent auditors.

Q:    WHO MAY VOTE?

A:    You may vote at the annual meeting if you were a shareholder of record of Plexus common stock as of the close of business on December 5, 2019, which is the “Record Date.” As of the Record Date, Plexus had 29,247,088 shares of common stock outstanding. Each outstanding share of common stock is entitled to one vote on each matter presented. Any shareholder entitled to vote may vote either in person or by duly authorized proxy.

Q:    HOW DO I VOTE?

A:    You may vote either in person at the annual meeting or in advance of the meeting by authorizing—by internet, telephone or mail—the persons named as proxies on the proxy card, Dean A. Foate, Todd P. Kelsey, Patrick J. Jermain and Angelo M. Ninivaggi, to vote your shares in accordance with your directions. We recommend that you vote as soon as possible, even if you are planning to attend the annual meeting, so that the vote count will not be delayed.

We encourage you to vote via the internet, as we believe it is the most cost-effective method available. If you choose to vote your shares via the internet or by telephone, there is no need for you to request or mail back a proxy card.

•  By internet:

Go to www.proxyvote.com. Please have the notice we sent to you in hand because it has the personal control number needed for your vote.

•  By telephone:

On a touch-tone telephone, call1-800-690-6903. Please have the notice we sent to you in hand because it has the personal control number needed for your vote.

•  By mail:

Please request written materials as provided on page 1 of the proxy statement. Complete, sign and date the proxy card, and return it to the address indicated on the proxy card.

If your shares are not registered in your name, you vote by giving instructions to the firm that holds your shares rather than using any of these methods. Please check the voting form of the firm that holds your shares to see if it offers internet or telephone voting procedures.

Q:    WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE REQUEST TO VOTE?

A:    It means your shares are held in more than one account. You should vote the shares on all of your proxy requests. If you wish to consolidate your accounts so that you receive only one set of proxy materials in the future, please contact our transfer agent, AST Financial, toll-free at1-800-937-5449.

Q:    WHAT IF I OWN SHARES AS PART OF PLEXUS’ 401(k) RETIREMENT PLAN AND/OR EMPLOYEE STOCK PURCHASE PLANS?

A:    Shareholders who own shares as part of Plexus’ 401(k) Retirement Plan (the “401(k) Plan”) and/or its Employee Stock Purchase Plans (the “Purchase Plans”) will receive a separate means for voting the shares held in each account. Shares held by the 401(k) Plan for which participant designations are received will be voted in accordance with those designations; those shares for which designations are not received will be voted proportionally based on the shares for which voting directions have been received from participants in the 401(k) Plan. Shares held in accounts under the Purchase Plans will be voted in accordance with management’s recommendations, except for shares for which contrary designations from participants are received.

Q:    WHO WILL COUNT THE VOTE?

A:

Broadridge Financial Solutions, Inc. will use an automated system to tabulate the votes and its representative(s) will also serve as the election inspector(s).

6

Q:    WHO CAN ATTEND THE ANNUAL MEETING?

A:    All shareholders of record as of the close of business on the Record Date, or their proxy holders or the underlying beneficial owners of the common stock, may attend the meeting. However, seating is limited and will be on a first arrival basis. To attend the annual meeting, please follow these instructions:

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Bring proof of ownership of Plexus common stock and a form of identification; or

If a broker or other nominee holds your shares, bring proof of ownership of Plexus common stock on or about the Record Date through such broker or nominee (or a proxy received from such holder) and a form of identification.

Q:    CAN I CHANGE MY VOTE AFTER I RETURN OR SUBMIT MY PROXY?

A:    Yes. Even after you have submitted your proxy, the proxy may be revoked at any time prior to voting either by written notice filed with the secretary, or acting secretary, of the meeting or by oral notice to the presiding officer during the meeting. Presence at the annual meeting by a shareholder who has appointed a proxy does not in itself revoke a proxy.

If a broker, bank or other nominee holds your shares and you wish to change your proxy prior to the voting thereof, please contact the broker, bank or other nominee to determine whether, and if so how, such proxy can be revoked.

Q:    MAY I VOTE AT THE ANNUAL MEETING?

A:    If you complete a proxy card or vote via the internet or by telephone, you may still vote in person at the annual meeting. To vote at the meeting, please either give written notice that you would like to revoke your original proxy to the secretary, or acting secretary, of the meeting or provide oral notice to the presiding officer during the meeting.

If a broker, bank or other nominee holds your shares and you wish to vote in person at the annual meeting, you must obtain a proxy issued in your name from the broker, bank or other nominee; otherwise you will not be permitted to vote in person at the annual meeting.

Q:    WHO IS MAKING THIS SOLICITATION?

A:    This solicitation is being made on behalf of Plexus by its board of directors. Plexus will pay the expenses in connection with the solicitation of proxies. Upon request, Plexus will reimburse brokers, dealers, banks and voting trustees, or their nominees, for reasonable expenses incurred in forwarding copies of the proxy material and annual report to the beneficial owners of shares which such persons hold of record. Plexus will solicit proxies by mailing a Notice of Internet Availability of Proxy Materials to all shareholders; paper copies of the proxy material will be sent upon request as provided above as well as in the Notice of Internet Availability of Proxy Materials.

Proxies may be solicited in person, or by telephone,e-mail or facsimile, by officers and regular employees of Plexus who will not be separately compensated for those services.

Q:    WHEN ARE SHAREHOLDER PROPOSALS AND SHAREHOLDER NOMINATIONS DUE FOR THE 2021 ANNUAL MEETING?

A:    The Secretary must receive a shareholder proposal no later than August 15, 2020, in order for the proposal to be considered for inclusion in our proxy materials for the 2021 annual meeting. The 2021 annual meeting of shareholders is tentatively scheduled for February 17, 2021. To otherwise bring a proposal or nomination before the 2021 annual meeting, you must comply with our bylaws, which require written notice to the Secretary between October 4, 2020, and October 29, 2020. The purpose of this requirement is to assure adequate notice of, and information regarding, any such matter as to which shareholder action may be sought. If we receive your notice after October 29, 2020, then your proposal or nomination will be untimely and will not be presented to shareholders for action at the 2021 annual meeting of shareholders.

In addition, your proposal or nomination must comply with the procedural provisions of our bylaws. If you do not comply with these procedural provisions, your proposal or nomination can be excluded. Should the board nevertheless choose to present your proposal, the named proxies will be able to vote on the proposal using their best judgment.

Q:    WHAT IS THE ADDRESS OF THE SECRETARY?

A:    The address of the Secretary is:

Plexus Corp.

Attn: Angelo M. Ninivaggi

One Plexus Way

P.O. Box 156

Neenah, Wisconsin 54957-0156

Q:    WILL THERE BE OTHER MATTERS TO VOTE ON AT THIS ANNUAL MEETING?

A:    We are not aware of any other matters that you will be asked to vote on at the annual meeting. Other matters may be voted on if they are properly brought before the annual meeting in accordance with our bylaws. If other matters are properly brought before the annual meeting, then the named proxies will vote the proxies they hold in their discretion on such matters.

For matters to be properly brought before the meeting, our bylaws require that we receive written notice, together with specified information, not less than 45 days nor more than 70 days before the first anniversary of the date in which proxy materials for the previous year’s annual meeting were first made available to shareholders. We did not receive notice of any matters by the deadline for the 2020 annual meeting, which was October 30, 2019.

SECURITY OWNERSHIP OF


CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents certain information as of the Record Date (December 5, 2019)13, 2021), regarding the beneficial ownership of Plexus common stock by each current director or nominee for director, each named executive officer appearing in the “Summary Compensation Table” included in “Executive Compensation” herein, all directors and current named executive officers as a group, and each known5%-or-greater beneficial owner of Plexus common stock. The specified individuals and entities have sole voting and sole dispositive powers as to all shares, except as otherwise indicated.

Name

  

Shares

Beneficially

Owned (1)

  

Percentage

of Shares

Outstanding

 

Ralf R. Böer

  

 

 

 

32,082

 

   

  

 

 

 

*

 

 

Stephen P. Cortinovis

   34,685    * 

Ronnie Darroch

   14,338    * 

David J. Drury

   34,456    * 

Joann M. Eisenhart

   10,332    * 

Dean A. Foate

   190,510    * 

Steven J. Frisch

   74,144    * 

Patrick J. Jermain

   48,403    * 

Rainer Jueckstock

   18,367    * 

Peter Kelly

   31,525    * 

Todd P. Kelsey

   165,220    * 

Angelo M. Ninivaggi

   52,404    * 

Karen M. Rapp

   2,562    * 

Paul A. Rooke

   4,618    * 

Michael V. Schrock

   42,956    * 

All directors and current executive
officers as a group (17 persons)

   949,595    3.2

BlackRock, Inc. (2)

   4,406,206    15.1

The Vanguard Group, Inc. (3)

   3,151,106    10.8

Disciplined Growth Investors, Inc. (4)

   2,843,609    9.7

Dimensional Fund Advisors LP (5)

   2,489,610    8.5

 
SHARES BENEFICIALLY
OWNED1
PERCENTAGE OF
SHARES OUTSTANDING
Stephen P. Cortinovis
27,970
*
Ronnie Darroch
11,750
*
Joann M. Eisenhart
14,617
*
Dean A. Foate
112,341
*
Steven J. Frisch
64,534
*
Patrick J. Jermain
55,122
*
Rainer Jueckstock
22,652
*
Peter Kelly
31,032
*
Todd P. Kelsey
172,456
*
Randy J. Martinez
0
 
Angelo M. Ninivaggi
36,856
*
Joel Quadracci
4,909
*
Karen M. Rapp
6,847
*
Paul A. Rooke
8,903
*
Michael V. Schrock
37,241
*
 
 
 
All directors and current named executive
 officers as a group (15 persons)
607,230
2.17%
 
 
 
BlackRock, Inc.2
4,190,089
14.96%
The Vanguard Group, Inc.3
3,103,314
11.08%
Disciplined Growth Investors, Inc.4
2,195,197
7.84%
Dimensional Fund Advisors LP5
1,831,304
6.54%
 
 
 
* Less than 1%
1
*

Less than 1%

(1)

The amounts reported in the table include shares subject to stock options granted under Plexus’ equity plans that are exercisable currently oracquisition within 60 days of the Record Date. The options include those held byDate, upon the following individuals for the indicated numbervesting of shares:restricted stock units (“RSUs”) granted under Plexus’ equity plans as follows: Mr. Cortinovis (5,000)(2,069), Mr. Darroch (6,150), Dr. Eisenhart (2,069), Mr. Foate (2,069), Mr. Frisch (23,650)(11,960), Mr. Jermain (2,475)(8,970), Mr. Jueckstock (2,069), Mr. Kelly (2,069), Mr. Kelsey (28,650)(31,600), Mr. Ninivaggi (7,600)(7,260), Mr. Quadracci (2,069), Ms. Rapp (2,069), Mr. Rooke (2,069) and Mr. Schrock (10,000)(2,069), and all directors and current named executive officers as a group (191,464)(84,561).

The amounts reported in the table also include shares subject to acquisition within 60 days of the Record Date, upon the vesting of restricted stock units (“RSUs”) granted under Plexus’ equity plans as follows: Mr. Böer (2,562), Mr. Cortinovis (2,562), Mr. Darroch (7,880), Mr. Drury (2,562), Dr. Eisenhart (2,562), Mr. Foate (2,562), Mr. Frisch (12,700), Mr. Jermain (9,530), Mr. Jueckstock (2,562), Mr. Kelly (2,562),for Mr. Kelsey (29,630),include 35,451 shares transferred to a limited liability company jointly owned by Mr. Ninivaggi (7,620), Ms. Rapp (2,562), Mr. Rooke (2,562)Kelsey and Mr. Schrock (2,562), and all directors and current executive officers as a group (103,780).

In addition, the amounts reported in the table for certain directors include deferred stock units, which are payable in shares of the Company’s common stock on aone-for-one basis, as follows: Mr. Böer (2,056) and Mr. Drury (12,535).

his spouse.
(2)
2

BlackRock, Inc. filed a report on Schedule 13G/A datedon December 31, 2018,2020, reporting sole voting power as to 4,545,0864,313,661 shares and sole dispositive power as to 4,627,0284,349,886 shares of common stock. BlackRock subsequently filed a report on Form 13F for the quarter ended on September 30, 2019,2021, showing sole voting power as to 4,325,0514,146,433 shares and sole investment power as to 4,406,2064,190,089 shares. The address of BlackRock, a parent holding company of certain institutional investment managers, is 4055 East 52nd Street, New York, New York 10022.

10055.

(3)
3

The Vanguard Group, Inc. filed a report on Schedule 13G/A datedon December 31, 2018,2020, reporting sole voting power as to 30,964 shares, shared voting power as to 4,53159,052 shares, sole dispositive power as to 3,323,9792,953,460 shares and shared dispositive power as to 32,30882,057 shares of common stock. Vanguard Group subsequently filed a report on Form 13F for the quarter ended September 30, 2019, showing sole voting power as to 32,092 shares, shared voting power as to 4,531 shares, sole investment power as to 3,117,670 shares and shared investment power (along with Vanguard Fiduciary Trust Co. and Vanguard Investment Australia, Ltd.) as to 33,436 shares. The address of Vanguard Group, an investment adviser, is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

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ended on September 30, 2021, showing shared voting power as to 54,315 shares, sole investment power as to 3,025,240 shares and shared investment power (along with Vanguard Fiduciary Trust Co., Vanguard Investment Australia, Ltd., Vanguard Advisers Inc., Vanguard Global Advisers, LLC and Vanguard Asset Management, Ltd.) as to 78,074 shares of common stock. The address of Vanguard Group, an investment adviser, is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
(4)
4

Disciplined Growth Investors, Inc. filed a report on Schedule 13G datedon June 30, 2008, reporting that it held sole voting power as to 1,899,904 shares, shared voting power as to 268,950 shares and sole dispositive power as to 2,168,8541,268,854 shares of common stock. Disciplined Growth Investors, subsequentlyInc. filed a report on Form 13F for the quarter ended on September 30, 2019,2021, showing sole voting power as to 2,251,5951,829,407 shares and sole investment power as to 2,843,6092,195,197 shares. The address of Disciplined Growth Investors, an investment adviser,advisor, is 150 South Fifth Street, Suite 2550, Minneapolis, MinnesotaMN 55402.

(5)
5

Dimensional Fund Advisors LP filed a report on Schedule 13G/A datedon December 31, 2018,2020, reporting sole voting power as to 2,557,8871,882,395 shares and sole dispositive power as to 2,643,3621,944,510 shares of common stock. Dimensional Fund Advisors subsequently filed a report on Form 13F for the quarter ended on September 30, 2019,2021, showing sole voting power as to 2,407,5941,796,255 shares and shared investmentsole dispositive power (along with Dimensional Fund Advisors Ltd. and DFA Australia Ltd.) as to 2,489,6101,831,304 shares. The address of Dimensional Fund Advisors, an investment adviser,advisor, is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

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PROPOSAL 1 –
ELECTION OF DIRECTORS

Board
Recommendation
The election of 10 directors named in the proxy statement to serve on Plexus’ board of directors for a one-year term.

FOR
Plexus believes that it needs to attract and retain talented, focused and motivated leadership to develop and executecurrently has 11 directors, listed below, as of the Company’s long-term strategy and to deliver the economic profit expected by our shareholders. For Plexus, the concept of leadership is not limited to leadership within the Company; leadership also includes the individuals who serve on Plexus’ board.

Record Date. Plexus’ bylaws currently authorize up to 12 directors, as determined by the board. The Plexus board may elect directors to fill empty seats, including those created by an expansion, between meetings of shareholders.

PLEXUS’ BOARD OF DIRECTORS (AS OF RECORD DATE)
Stephen P. Cortinovis
Peter Kelly
Karen Rapp
Joann M. Eisenhart
Todd Kelsey
Paul Rooke
Dean A. Foate
Randy J. Martinez
Michael Schrock
Rainer Jueckstock
Joel Quadracci
We would like to give special thanks to Mr. Stephen Cortinovis, who will be retiring from the board immediately following the annual meeting. Mr. Cortinovis has served on Plexus’ board for 18 years, leveraging his global business experience to provide invaluable advice and leadership to management over the course of his tenure.
Board Nominees
In accordance with Plexus’ bylaws, the board has therefore determined that there shallset the size of the board to be 10 directors, reduced from the current board size of 11 directors, elected atimmediately following the annual meeting of shareholders, with such directors to serve until their successors are duly elected and qualified. The individuals who are nominated as directors, and for whom proxies will be voted unless a shareholder specifies otherwise, are named below. If any of the nominees should decline or be unable to act as a director, which is not foreseen,unforeseen, the proxies will be voted with discretionary authority for a substitute nominee designated by the board of directors.
Each of the director nominees named below was elected at the 2021 annual meeting except for Mr. Martinez, who was first identified as a possible director candidate by a non-management director. After a thorough review, our Governance and Sustainability Committee (“Governance Committee”) recommended Mr. Martinez as a nominee to the board, and he was appointed by the board on August 2, 2021.
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Board Nominee Overview


The composition of the board of directors is reviewed annually to ensure that an appropriate mix of skills, experiences and backgrounds is represented; the membership mix of the board may also be changed as necessary to meet business needs. Your board nominees offer a diverse range of skills and experience in relevant areas, as set forth in the matrix below. Unless otherwise noted, all directors have been employed in their principal occupation listed for the past five years or more. Each of the attributes identified, which together with the directors’ principal occupations and business experience, as well as the Company’s board member selection criteria, outlined in the next section, provide the reasons that each individual has been nominated to serve on the board.
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DR. JOANN M. EISENHART

Name and Age

Principal Occupation, Business Experience and Education (1)

Ralf R. Böer, 71

Director since 2004

Mr. Böer has served as a Founding Partner and Director of Wing Capital Group, LLC, a private equity group, since 2008. He has also served as a Partner Emeritus of Foley

Independent
Executive VP & Lardner LLP, a national law firm, since retiring as a Partner in 2014, and was previously its Chairman and Chief Executive Officer. Mr. Böer’s legal practice included international and domestic acquisitions, international business transactions and licensing and technology transfers. He was a director of Fiskars Corporation, a global consumer products company, until 2015. Mr. Böer obtained a B.A. from the University of Wisconsin-Milwaukee and a J.D. from the University of Wisconsin Law School.

Stephen P. Cortinovis, 69

Director since 2003

Mr. Cortinovis is a private equity investor in Lasco Foods, Inc., a food services industry manufacturer and distributor. He was previously a Partner of Bridley Capital Partners Limited, a private equity group, and prior thereto served as President–Europe of Emerson Electric Co., a diversified global technology company. He is also a director of Aegion Corporation, a global infrastructure protection and rehabilitation company, and serves as the chair of its Strategic Planning Committee and a member of its Compensation Committee. Mr. Cortinovis obtained a B.A. and a J.D. from St. Louis University.

David J. Drury, 71

Director since 1998

Mr. Drury has served as a Founding Partner and Director of Wing Capital Group, LLC, a private equity group, since 2008. He was previously Chairman and Chief ExecutivePeople Officer, of Poblocki Sign Company LLC, an exterior and interior sign systems company, until 2015, and was also its President until 2011. In addition, Mr. Drury is a trustee of

The Northwestern Mutual Life Insurance Company a financial services and insurance provider. He was a director of Journal Communications, Inc., a media holding company, until 2015. Mr. Drury earned a B.B.A. from the University of Wisconsin-Whitewater and is a Certified Public Accountant who practiced as such for 18 years.

(retired)

Name

Age: 62
Tenure: 6 years
Other Public Boards: 0
Committee Assignment:
Compensation &
Leadership Development (Chair)
Skills and Age

Experience:
Principal Occupation, Business Experience and Education (1)

Global Business

Supply Chain Management

Dr. Joann M. Eisenhart, 60

Director since 2015


Dr. Eisenhart retired as Executive Vice President

Technology and Chief People Officer at The Northwestern Mutual Life Insurance Company, a financial services Cybersecurity
experience

Human Capital Development
and insurance provider, in October 2019 after serving in such roles since 2018. She previously served as Senior Vice President—Human Resources, Facilities and Philanthropy at Northwestern Mutual from 2013 until 2018, and as Senior Vice President—Human Resources prior thereto. Before joining Northwestern Mutual in 2011, Dr. Eisenhart served as Senior Vice President—Human Resources, Worldwide Manager and Operational Support at Pfizer Inc., a global biopharmaceutical company, and held various leadership positions at Rohm & Haas Company, a specialty chemical company, including Human Resources Director and Senior Research Scientist. She also serves on the Board of Advisors for the University of Wisconsin-Madison Department of Chemistry. Dr. Eisenhart earned a B.S. in Chemistry from the University of Illinois at Urbana-Champaign and a Ph.D. in Inorganic Chemistry from the University of Wisconsin-Madison. She also earned both a M.A. and a Ph.D. in Human and Organizational Development from Fielding Graduate University.

Compensation

Manufacturing Management

Sales, Marketing or Innovation

Dean


Environmental, Social
& Governance

Dr. Eisenhart retired as Executive Vice President and Chief People Officer at The Northwestern Mutual Life Insurance Company, a financial services and insurance provider, in 2019. Prior thereto, she served as Senior Vice President – Human Resources, Facilities and Philanthropy at Northwestern Mutual from 2013 until 2018, and as Senior Vice President – Human Resources since 2011. Dr. Eisenhart previously served as Senior Vice President – Human Resources at Pfizer Inc., a global biopharmaceutical company, and held various leadership positions at Rohm and Haas Company, a manufacturer of specialty chemicals. She earned a B.S. in Chemistry from the University of Illinois at Urbana-Champaign and a Ph.D. in Inorganic Chemistry from the University of Wisconsin-Madison. She also earned an M.A. and a Ph.D. in Human and Organizational Development from Fielding Graduate University.

DEAN A. Foate, 61

Director since 2000

Chairman since 2013

FOATE

Mr. Foate has served as Plexus’

Chairman of the Board since 2013. Mr. Foate retired as
President and Chief Executive Officer of& CEO Plexus in 2016 after serving in such roles since 2002. He joined Plexus in 1984 and held various other executive roles, including prior service as its Chief Operating Officer. Mr. Foate is also a director of Regal Beloit Corporation, a manufacturer of electric motors, electrical motion controls, power generation and power transmission products, as well as a member of its Corporate Governance & Director Affairs Committee. Mr. Foate earned a B.S. in Electrical and Computer Engineering from the University of Wisconsin-Madison and a Master of Science in Engineering Management from the Milwaukee School of Engineering.

Corp. (retired)
Age: 63
Tenure: 21 years
(8 as Chairman)
Other Public Boards: 1
Skills and Experience:

Rainer Jueckstock, 60

Director since 2013


Mr. Jueckstock has served as

Public Company CEO/COO

Manufacturing Management

Financial and Accounting

Supply Chain Management

Global Business

Human Capital Development
and Compensation

Technology and Cybersecurity
experience

Sales, Marketing or Innovation

Environmental, Social
& Governance
Mr. Foate is not an independent director and therefore is not eligible for membership on a Board committee under Nasdaq rules or the committees’ charters.
Mr. Foate has served as Plexus’ Chairman of the Board since 2013. Mr. Foate retired as President and Chief Executive Officer of Plexus in 2016 after serving in such roles since 2002. He joined Plexus in 1984 and held various other executive roles, including prior service as its Chief Operating Officer. Mr. Foate is also a director of Regal Beloit Corporation, a manufacturer of electric motors, electrical motion controls, power generation and power transmission products, as well as a member of its Corporate Governance & Director Affairs Committee. Mr. Foate earned a B.S. in Electrical and Computer Engineering from the University of Wisconsin-Madison and a Master of Science in Engineering Management from the Milwaukee School of Engineering.
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RAINER JUECKSTOCK
Independent
Executive Vice President ofVP, Tenneco Inc., a producer of automotive emission control and ride control products and systems, since 2018, when Tenneco acquired Federal-Mogul LLC, an automotive and industrial equipment supplier. Mr. Jueckstock has also served as President of Federal-Mogul Powertrain since 2018, after having served as Chief Executive Officer of Federal-Mogul Powertrain since 2012. Prior to Tenneco’s acquisition of Federal-Mogul LLC, he served asco-Chief Executive Officer of Federal-Mogul from 2012, asco-Chairman of the Board since 2015, and as a director since 2012. Mr. Jueckstock joined Federal-Mogul in 1990 and served in numerous operations, sales and finance leadership roles, including as Chief Executive Officer, and as Senior Vice President-Powertrain Energy and a member of Federal-Mogul’s Strategy Board. Prior to joining Federal-Mogul, he was a member of the German Military. Mr. Jueckstock earned a degree in Engineering from the Military College at Zittau, Germany.

Age: 62
Tenure: 8 years
Other Public Boards: 0
Committee Assignment:
Audit (Chair)
Skills and Experience:

Peter Kelly, 62

Director since 2005


Mr. Kelly

Public Company CEO/COO

Manufacturing Management

Financial and Accounting

Supply Chain Management

Global Business

Human Capital Development
and Compensation

Technology and Cybersecurity
experience

Sales, Marketing or Innovation

Environmental, Social
& Governance
Mr. Jueckstock has served as an Executive Vice President of Tenneco Inc., a producer of automotive emission control and ride control products and systems, since 2018, when Tenneco acquired Federal-Mogul LLC, an automotive and industrial equipment supplier. Mr. Jueckstock has also served as President of Federal-Mogul Powertrain since 2018, after having served as its Chief Executive Officer since 2012. Prior to the acquisition of Federal-Mogul, he also served as its co-Chief Executive Officer and as a director since 2012, and as co-Chairman of the Board since 2015. Before joining Federal-Mogul, he was a member of the German Military. Mr. Jueckstock earned a degree in Engineering from the Military College at Zittau, Germany.

PETER KELLY
Independent
Executive Vice President and Chief Financial Officer ofVP, NXP Semiconductors N.V., a provider of high performance mixed signal
Age: 64
Tenure: 16 years
Other Public Boards: 0
Committee Assignment:
Audit
Governance &
Sustainability
Skills and standard semi-conductor product solutions, since 2017. Prior thereto, he served as Executive Vice President – StrategyExperience:

Public Company CEO/COO

Manufacturing Management

Financial and Mergers & Acquisitions since 2015, Executive Vice President and Chief Financial Officer since 2012 and Executive Vice President and General Manager of Operations prior thereto. Mr. Kelly previously served as Vice President and Chief Financial Officer of UGI Corp., a distributor and marketer of energy products and services, and as Chief Financial Officer and Executive Vice President of Agere Systems, a semi-conductor company. He was a director of Graphic Packaging Holding Company, a provider of paper-based packaging solutions, as well as a member of its Audit Committee Accounting

Supply Chain Management

Global Business

Human Capital Development
and Compensation and Benefits Committee, until 2018. Mr. Kelly earned a B.S. from the University of Manchester (U.K.) Institute of Science and

Technology and is a fellow of the Chartered Institute of Management Accountants.

Cybersecurity
experience

Sales, Marketing or Innovation

Name and Age


Principal Occupation, Business Experience and Education (1)
Environmental, Social
& Governance

Mr. Kelly will serve as Executive Vice President of NXP Semiconductors N.V., a global semiconductor company and a long-standing supplier in the industry, until February 2022, when he plans to retire. Prior to announcing his retirement, he also served as the Chief Financial Officer. Mr. Kelly also previously served as Executive Vice President – Strategy and Mergers & Acquisitions since 2015, Executive Vice President and Chief Financial Officer since 2012 and Executive Vice President and General Manager of Operations prior thereto. He was a director of Graphic Packaging Holding Company, a provider of paper-based packaging solutions, as well as a member of its Audit Committee and Compensation and Benefits Committee, until 2018. Mr. Kelly earned a B.S. from the University of Manchester (U.K.) Institute of Science and Technology and is a fellow of the Chartered Institute of Management Accountants.
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TODD P. KELSEY
President & CEO Plexus Corp.

Todd P. Kelsey, 54

Director since 2016

Age: 56
Tenure: 5 years
Other Public Boards: 1

Mr. Kelsey has served as President

Skills and Chief Executive Officer of Plexus since 2016. He was previously Plexus’ Executive Vice President and Chief Operating Officer from 2013 until 2016, and its Executive Vice President – Global Customer Services prior thereto. Mr. Kelsey joined Plexus in 1994 as a Design Engineer in the Company’s Engineering Solutions Group, and has held various other positions with increasing responsibility since that time, including Senior Vice President – Global Customer Services and Senior Vice President – Engineering Solutions. He is also a director of Steelcase Inc., a global provider of workplace products, furnishings and services, as well as a member of its Audit Committee and Compensation Committee. Mr. Kelsey earned a B.S. and a M.S. in electrical engineering from the University of Wisconsin-Madison and a M.B.A. from the University of Wisconsin-Oshkosh.

Experience:

Public Company CEO/COO

Manufacturing Management

Karen


Financial and Accounting

Supply Chain Management

Global Business

Human Capital Development
and Compensation

Technology and Cybersecurity
experience

Sales, Marketing or Innovation

Environmental, Social
& Governance
Mr. Kelsey is not an independent director and therefore is not eligible for membership on a Board committee under Nasdaq rules or the committees’ charters.
Mr. Kelsey has served as President and Chief Executive Officer of Plexus since 2016. He was previously Plexus’ Executive Vice President and Chief Operating Officer from 2013 until 2016, and its Executive Vice President – Global Customer Services prior thereto. Mr. Kelsey joined Plexus in 1994 as a Design Engineer in the Company’s Engineering Solutions Group, and has held various other positions with increasing responsibility since that time, including Senior Vice President – Global Customer Services and Senior Vice President – Engineering Solutions. He is also a director of Steelcase Inc., a global provider of workplace products, furnishings and services, as well as the chair of its Audit Committee. Mr. Kelsey earned a B.S. and a M.S. in electrical engineering from the University of Wisconsin-Madison and an M.B.A. from the University of Wisconsin-Oshkosh.

RANDY J. MARTINEZ
Independent
President & CEO, MTS Systems Corp. (retired)
Age: 66
Tenure: <1 year
Other Public Boards: 0
Committee Assignment:
Audit
Governance &
Sustainability
Skills and Experience:

Public Company CEO/COO

Manufacturing Management

Financial and Accounting

Supply Chain Management

Global Business

Human Capital Development
and Compensation

Technology and Cybersecurity
experience

Sales, Marketing or Innovation

Environmental, Social
& Governance
Mr. Martinez served as President and Chief Executive Officer of MTS Systems Corporation, a leading global supplier of advanced test systems, motion simulators and precision sensors, until 2021. Prior thereto, Mr. Martinez served in several leadership roles at AAR Corporation, a provider of aviation services to the worldwide commercial aviation and aerospace & defense industries, including President & CEO of the Airlift Group and Group Vice President, Aviation Services. Mr. Martinez served with distinction in the U.S. Air Force for 21 years, retiring as a Colonel and Command Pilot and having held a wide variety of leadership roles, including command and senior staff positions. Mr. Martinez also holds Master of Science degrees from the University of Arkansas and the National Defense University.
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JOEL QUADRACCI
Independent
Chairman, President & CEO, Quad/Graphics Inc.
Age: 52
Tenure: 1 year
Other Public Boards: 1
Committee Assignment:
Compensation &
Leadership Development
Government &
Sustainability
Skills and Experience:

Public Company CEO/COO

Manufacturing Management

Financial and Accounting

Supply Chain Management

Global Business

Human Capital Development
and Compensation

Technology and Cybersecurity
experience

Sales, Marketing or Innovation

Environmental, Social
& Governance
Mr. Quadracci has served as the Chairman, President and Chief Executive Officer of Quad/Graphics, Inc., a worldwide marketing solutions partner, since 2010. Mr. Quadracci joined Quad in 1991 and, prior to assuming his current role, served in various other positions with increasing responsibility including Senior Vice President of Sales & Administration and President and Chief Operating Officer. Mr. Quadracci received a B.A. in Philosophy from Skidmore College in 1991.

KAREN M. Rapp, 52

Director since 2018

RAPP

Ms. Rapp has served as

Independent
Executive Vice President, Chief Financial Officer andVP, CFO & Treasurer, of National Instruments Corp., a producer of automated test equipment
Age: 54
Tenure: 3 years
Other Public Boards: 1
Committee Assignment:
Audit
Compensation &
Leadership Development
Skills and virtual instrumentation software, since 2017. Prior thereto, she served as the Senior Vice President of Corporate Development at NXP Semiconductors N.V., a provider of high performance mixed signalExperience:

Financial and standard semi-conductor product solutions, where she led the integration efforts for the NXP/Freescale Semiconductor, Ltd. merger, from 2015 to 2017. Prior to the merger, Ms. Rapp held several leadership positions at Freescale with increasing responsibility, including Vice President and Chief Information Officer, Director of Operations and Finance, Global Sales and Marketing, Director of Finance, Accounting

Supply Chain and Director of Finance, Continuous Development. Ms. Rapp holds a Master of Business Administration degree from The University of Texas at Austin and a Bachelor of Science degree in Finance from Northern Illinois University.

Management

Global Business

Human Capital Development
and Compensation

Paul A. Rooke, 61

Director since 2017


Mr. Rooke retired as Chairman

Sales, Marketing or Innovation

Technology and Chief Executive Officer, as wellCybersecurity
experience

Environmental, Social
& Governance
Ms. Rapp has served as Executive Vice President and Chief Financial Officer, of National Instruments Corp., a producer of automated test equipment and virtual instrumentation software, since 2017. Ms. Rapp also previously served as National Instruments' Treasurer. Prior thereto, she served as the Senior Vice President of Corporate Development at NXP Semiconductors N.V., a global semiconductor company and a long-standing supplier in the industry, where she led the integration efforts for the NXP/Freescale Semiconductor, Ltd. merger, from 2015 to 2017. Prior to the merger, Ms. Rapp held several leadership positions at Freescale with increasing responsibility, including Vice President and Chief Information Officer, Director of Operations and Finance, Global Sales and Marketing, Director of Finance, Supply Chain, and Director of Finance, Continuous Development. Ms. Rapp is also a director of Microchip Technology Incorporated, a leading provider of smart, connected and secure embedded control solutions, as well as a member of its Audit Committee. Ms. Rapp holds an M.B.A from The University of Texas at Austin and a B.S. in Finance from Northern Illinois University.
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PAUL A. ROOKE
Independent
Chairman & CEO Lexmark International, Inc., a provider of document imaging and enterprise software solutions, in 2016. Mr. Rooke also previously served as President of Lexmark. Prior to becoming President and CEO of Lexmark in 2010, he held several leadership positions with increasing responsibility, including Executive Vice President and President, Imaging Solutions, Executive Vice President and President, Printing Solutions and Services, and Vice President and President, Business Printer. Mr. Rooke holds a Master of Business Administration degree from the University of Kentucky and a Bachelor of Science degree in Mechanical Engineering from the University of Michigan.

(retired)
Age: 63
Tenure: 4 years
Other Public Boards: 0
Committee Assignment:
Governance &
Sustainability (Chair)
Skills and Experience:

Michael V. Schrock, 66

Director since 2006

Lead Director since 2013


Mr. Schrock, who has served as the Lead Director of Plexus’ board since 2013, has served

Public Company CEO/COO

Manufacturing Management

Financial and Accounting

Supply Chain Management

Global Business

Human Capital Development
and Compensation

Technology and Cybersecurity
experience

Sales, Marketing or Innovation

Environmental, Social
& Governance
Mr. Rooke retired as Chairman and Chief Executive Officer, as well as a director, of Lexmark International, Inc., a provider of document imaging and enterprise software solutions, in 2016. Mr. Rooke also previously served as President of Lexmark. Prior to becoming President and CEO of Lexmark in 2010, he held several leadership positions with increasing responsibility, including Executive Vice President and President, Imaging Solutions, Executive Vice President and President, Printing Solutions and Services, and Vice President and President, Business Printer. Mr. Rooke holds an M.B.A. from the University of Kentucky and a B.S. in Mechanical Engineering from the University of Michigan.

MICHAEL V. SCHROCK
Independent Lead Director
Senior Advisor and& Operating Consultant, to Oak Hill Capital Partners a private equity firm, since 2014. He served
Age: 68
Tenure: 15 years
(8 as PresidentLead Director)
Other Public Boards: 1
Committee Assignment:
Compensation &
Leadership Development
Skills and Chief Operating Officer of Pentair Ltd. (now Pentair plc), a diversified manufacturer, until his retirement in 2013,Experience:

Public Company CEO/COO

Manufacturing Management

Financial and previously was President Accounting

Supply Chain Management

Global Business

Human Capital Development
and Chief Operating Officer of Pentair’s Technical ProductsCompensation

Technology and Filtration Divisions. Prior to joining Pentair, Mr. Schrock held various senior management positions with Honeywell International Inc., a diversified technology and manufacturing company, covering North America as well as Europe, Africa and the Middle East. Mr. Schrock also serves as Chairman of the Board of Directors of Atkore International Group Inc., a manufacturer of electrical raceway products and mechanical products and solutions; he is also the chair of Atkore’s Executive Committee. In addition, Mr. Schrock is a director of MTS Systems Corporation, a global supplier of high-performance test systems and position sensors, as well as the chair of its Compensation and Leadership Development Committee and a member of itsCybersecurity
experience

Sales, Marketing or Innovation

Environmental, Social
& Governance and Nominating Committee. Mr. Schrock earned a B.S. from Bradley University and an M.B.A. from Northwestern University, Kellogg School of Management.

Mr. Schrock, who has served as the Lead Director of Plexus’ board since 2013, has served as a Senior Advisor and Operating Consultant to Oak Hill Capital Partners, a private equity firm, since 2014. Prior thereto, he served as President and Chief Operating Officer at Pentair LLC, a global water, fluid, thermal management, and equipment protection company. Mr. Schrock also serves as Chairman of the Board of Directors of Atkore International Group Inc., a manufacturer of electrical raceway products and mechanical products and solutions; he is also the chair of Atkore’s Executive Committee. Mr. Schrock earned a B.S. from Bradley University and an M.B.A. from Northwestern University, Kellogg School of Management. Mr. Schrock served as a director of MTS Systems Corporation, a global supplier of high-performance test systems and position sensors, from 2014 to 2021.
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(1)

Unless otherwise noted, all directors have been employed in their principal occupation listed above for the past five years or more.

CORPORATE GOVERNANCE
Plexus Corp. Board of Directors
Plexus believes that it needs to attract and retain talented, focused and motivated leadership to develop and execute the Company’s long-term strategy and to deliver shareholder value. For Plexus, the concept of leadership is not limited to leadership within the Company; leadership also includes the individuals who serve on Plexus’ board of directors. The Company believes it is important for its board to be comprised of individuals with diverse backgrounds, skills and experiences. All board members are expected to meet Plexus’ board member selection criteria, which are listed below:

Impeccable honesty and integrity, and conduct in accordance with the Company’s values.

A high level of knowledge gained through formal education and/or specific practical experience.

Broad based business acumen, including a general understanding of operations management, marketing, finance, human resources management, corporate governance and other elements relevant to the success of a large publicly-traded company.

An understanding of the Company’s business on a technical level.

Global thinking and focus as well as a general understanding of the world economy.

Strategic thinking and an ability to envision future opportunities and risks.

A willingness to engage in thoughtful debate and challenging discussions in a respectful manner.

A network of important contacts that can bring knowledge and assistance to Plexus.

A commitment to spend requisite time on board responsibilities.

In addition to the boardgeneral criteria for each Board member, selection criteria identified above, the board and the Nominating and Corporate Governance Committee review the board’s composition annually to ensure that an appropriate diversity of backgrounds,the Board should endeavor to include those board qualifications, attributes, skills and experiences is represented. Important skills and experiences currently identified are as follows:

Significant experience as a chief executive officer and/or chief operating officer of a publicly-traded company, or of a major division of a publicly-traded company.

Financial and accounting skills as well as experience in a public company, preferably with experience as a controller and/or chief financial officer; any such person is expected to fulfill the SEC’s requirements for an “audit committee financial expert.”

International experience with an understanding of conducting business on a global scale.

In-depth knowledge and significant practical experience in sales, marketing or innovation at a company positioned in one or more of our key markets.

A manufacturing management background, ideally an engineer, from a large, well respected manufacturing-based company, preferably one that relies on supply chain management for a competitive advantage.

Considerable experience in human capital development to fulfill talent and succession needs and to inform the design of both short- and long-term compensation and rewards programs.

The following is the Company’s matrix of experience for our directors, which together with the directors’ principal occupations and business experience described above, as well as the Company’s board member selection criteria, provide the reasons that each individual has been nominated to serve on the board. Boxes marked with an “X”set forth in the matrix below indicateabove. In the selection of board members, the Governance Committee also considers the demographic diversity among members in identifying areas that could be augmented by new members.

Shareholder Protections & Corporate Governance Best Practices
We are committed to governance structures and practices that drive shareholder value and protect important shareholder rights, which are regularly reviewed and include the particular experience is one of the specific reasons that the individual has been nominated to serve on the board. The lack of an “X” does not mean that the director does not possess that experience, but rather that it is not a particular area of focus or expertise that was specifically identified as a reason for that individual’s nomination.

  LOGO

 

 LOGO

 

 LOGO

 

 LOGO

 

 LOGO

 

 

 

LOGO

 

 LOGO

 

 LOGO

 

 LOGO

 

 LOGO

 

 LOGO

 

 

Public Company

CEO/COO Experience

 

         X X X X   X X

 

Financial and Accounting

Experience

 

   X X   X X X X X X  

 

Global Business

Experience

 

 X X X X X X X X X X X

 

Sales, Marketing or

Innovation Experience

 

   X X   X X   X X X X

 

Manufacturing

Management Background

 

         X X X X   X X

 

Supply Chain Management

Experience

 

         X X X X X X X

 

Human Capital

Development and

Compensation Experience

 

 X X X X X X X X X X X

 

Demographic Information

 

 

Age

 

 71 69 71 60 61 60 62 54 52 61 66

 

Gender (Male/Female)

 

                      

 

    Male

 

 X X X   X X X X   X X

 

    Female

 

       

X

         

X

    

In addition, any individual age 72 or above is not eligible for election orre-election to the board of directors, unless such candidate is also a full-time employee of Plexus at the time or the board of directors, by majority vote, waives the restriction for a particular individual prior to such person’s election orre-election.

following:

INDEPENDENCE
BEST PRACTICES
ACCOUNTABILITY
8 of 10 director nominees
are independent

Strong independent Lead
Director with clearly
delineated duties

All standing board
committees composed
entirely of independent
directors

Regular executive sessions
of independent directors
without management
present

Periodic rotation of
committee members
Strategy & risk oversight by
the full board and its
committees

Full board and committee
oversight of ESG issues

Stock ownership guidelines
for executive officers and
non-employee directors

Overboarding limits

No poison pill

No dual class shares

Director education and
onboarding
Annual election of all
directors

Annual election of Chair
and Independent Lead
Director by independent
directors

Majority voting with
director resignation policy
(plurality voting in
contested elections)

Annual self-evaluation
process for directors

Strong investor outreach
program
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CORPORATE GOVERNANCE

TABLE OF CONTENTS

Board of Directors Meetings

The board of directors held four meetings during fiscal 2019. Composition & Structure

BOARD OF DIRECTORS MEETINGS
5
100%
100%
2021 board meetings
Directors then serving attended each 2021 board meeting
Directors then serving attended the 2021 Annual Meeting
Our independent directors have the opportunity to meet in executive session, without management present, as part of each regular board and committee meeting. Mr. Schrock, the board’s Lead Director, presides at theseboard executive sessions. All of our directors attended at least 75% of the total meetings of the board and the committees of the board on which they served in fiscal 2019.

Plexus encourages all of its directors to attend the annual meeting of shareholders. Plexus generally holds a board meeting coincident with the annual meeting of shareholders to minimize director travel obligations and facilitate their attendance at the shareholders’ meeting. All directors serving at the time attended the 2019 annual meeting of shareholders in person.

Board Evaluation Process

The Plexus board of directors conducts an annualself-evaluation, which focuses on the performance of each individual director, the board’s committees and the board as a whole, as well as the composition of each of the board’s committees. The annual self-evaluation process provides an opportunity for anonymous peer review and specific feedback, which is intended to strengthen board leadership. The Chairman of the Board is responsible for providing feedback to individual directors, while the Lead Director may also provide feedback and serve as a liaison between independent directors and the Chairman. We believe this process encourages actionable feedback, which provides context for decisions about board composition, committee member rotation and succession planning processes.

Director Independence

DIRECTOR INDEPENDENCE
As a matter of good corporate governance, we believe that the board of directors should provide a strong voice in the governance of our company. Therefore, under our corporate governance policies and in accordance with Nasdaq Global Select Market rules, at least a majority of our directors must be “independent directors.”

When the board of directors makes its determinations regarding which directors are independent, it first considers and follows the Nasdaq Global Select Market rules. The board also reviews other transactions and relationships, if any, involving Plexus and its directors or their family members or related parties; see “Certain Transactions” herein for a discussion of our policy regarding such transactions. Plexus expects its directors to inform it ofdisclose any transaction, whether direct or indirect, such as through an immediate family member or an affiliated business entity, involving Plexus and the director; Plexus also surveys directors periodically to confirm this information. Plexus does not use any dollar amount to screen transactions that should be reported to the Company. The board reviews the information submitted by its directors for its separate determination of materiality and compliance with Nasdaq and other standards when it determines independence.

Based on the applicable standards and the board’s review and consideration, the board of directors has determined that, of the director nominees, Dr. Eisenhart and Ms. Rapp, as well as Messrs. Böer, Cortinovis, Drury, Jueckstock, Kelly, Martinez, Quadracci, Rooke and Schrock, are each “independent” under applicable Nasdaq rules and guidelines. In reaching its determinations regarding the independence of Mr. Kelly and Ms. Rapp, the board considered that Mr. Kelly isserved as an executive officer of NXP Semiconductors N.V., which is a supplier to Plexus, until October 12, 2021, and that Ms. Rapp is an executive officer of National Instruments Corp. and a director of Microchip Technology, Inc., both of which isare also a suppliersuppliers to Plexus. Plexus’ payments to distributors of NXP’s products in fiscal 2019 represented approximately 0.2% and 0.6% of the annual revenue of NXP and Plexus, respectively. In fiscal 2019, Plexus’ payments to National Instruments Corp., as well as to distributors and resellers of its products, represented significantly less than 0.1% of the annual revenues of both Plexus and National Instruments Corp. It wasThe board determined that these relationships did not affect the independence of Mr. Kelly or Ms. Rapp.

Mr. Foate, ourNon-Executive Chairman Chair and former Chief Executive Officer, and Mr. Kelsey, our current Chief Executive Officer, are not considered to be “independent.”

Board Leadership Structure

“independent” under applicable Nasdaq rules.

BOARD LEADERSHIP STRUCTURE
Mr. Foate has served as ChairmanChair of the Board since 2013. Pursuant to a retirement and transition agreement (the “Transition Agreement”), which is described in “Directors’ Compensation” below, Mr. Foate began serving asNon-Executive Chairman Chair (which is not an executive officer position) in fiscal year 2018.
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Mr. Foate serves as the ChairmanChair of the Board primarily due to hisin-depth knowledge of the Company and EMS industry, keen understanding of the Company’s operations and strategies, and proven leadership of, as well as vision for, Plexus, all of which position him to provide strong and effective leadership of the board. Mr. Foate joined Plexus in 1984 and served as CEO from 2002 until his retirement in 2016. In addition to his experience and long service with Plexus, the board currently believes that Mr. Foate is in the best position as ChairmanChair to lead board discussions regarding the Company’s business and strategy, and to help the board respond quickly and effectively to any challenges faced by the Company.

While currently the roles of ChairmanChair and CEO are separately held by Mr. Foate and Mr. Kelsey, respectively, the board does not have a policy that requires the separation of these roles and believes the Company should adopt the board leadership structure that best serves its needs at any particular time. Pursuant to the Company’s Corporate Governance Guidelines, since Mr. Foate is not an independent director, the independent directors, meeting in executive session, elected a Lead Director from among the independent directors.
THE DUTIES OF THE BOARD’S LEAD DIRECTOR
The Company believes that the designation of an independent Lead Director, whose duties are described below, provides essentially the same benefits as having an independent chairmanchair in terms of oversight, access and an independent voice with significant input into corporate governance. Mr. Schrock currently serves as the board’s Lead Director.

The duties of the board’s Lead Director include: (i) presiding at all meetings of the board at which the Chairman is not present, including executive sessions of the independent directors; (ii) serving as liaison between the Chairman and the independent directors; (iii) together with the Chairman, approving the agendas for board meetings; (iv) together with the Chairman, approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; (v) providing input to the Chairman as to the content, quality, quantity and timeliness of information from Company management to the board; (vi) having the authority to call meetings of the independent directors and develop the agendas for such meetings with input from the other independent directors; (vii) serving as a liaison for consultation and direct communication with major shareholders; and (viii) performing such other duties as the board or Chairman may from time to time delegate.

  • Preside at all meetings of the board at
which the Chair is not present

  • Serve as a liaison between the Chair and
independent directors

  • Together with the Chair, approve agendas for board meetings and approve meeting schedules to ensure sufficient time
allocation per topic

  • Provide input to the Chair as to the content, quality, quantity and timeliness of information from Company management to the board
• Authority to call meetings of the independent directors and develop the agendas for such meetings with input from other independent
directors

• Serve as a liaison for consultation and direct
communication with major shareholders

• Perform such other duties as the board or Chair may from time to time delegate
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Board’s Role in Risk Oversight

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It is management’s responsibility to manage the Company’s enterprise risks on aday-to-day basis. Through regular updates, the board of directors oversees management’s efforts to ensure that they effectively identify, prioritize, manage and monitor all material business risks to Plexus’ strategy.

The board delegates certain risk management oversight responsibilities to its committees. The Audit Committee reviews and discusses the Company’s major financial risk exposures and the steps management has taken to identify, monitor and mitigate such risks, including the effectiveness of the Company’s governance and management of information technology and cybersecurity risks. The Compensation and Leadership Development Committee is responsible for overseeing risk related to the Company’s compensation, leadership development and succession planning programs, including considering whether such programs are in line with the Company’s strategic objectives, whether appropriate risk mitigation procedures are in place and whether the Company’s compensation plans incentivize appropriate risk-taking. The Nominating and Corporate Governance Committee oversees and provides insight regarding the process used by management to identify, prioritize, manage and monitor the Company’s material enterprise risks, as well as risks associated with corporate governance, compliance and ethics.

Board Committees

The board of directors has three standing committees, all comprised solely of independent directors: Audit, Compensation and Leadership Development, and Nominating and Corporate Governance. The committees on which our directors currently serve, and the chairs of those committees, are identified in the following table:

Committee Responsibilities
AUDIT COMMITTEE
Director
MEMBERS
Rainer Jueckstock, Chair
Peter Kelly
Randy Martinez
Karen Rapp

Meetings in 2021: 8
Attendance: 100%
Report page: 70

*Reflects directors
then serving
The Audit Committee’s duties and responsibilities include the following:
Audit            
chooses and makes retention decisions related to the Company’s independent auditors,
Compensation            
reviews the Company’s general policies and Leadership            
Development            procedures to reasonably assure the adequacy and effectiveness of internal controls over financial reporting,
discusses the Company’s material financial risk exposures and the steps management has taken to monitor and control such exposures,
reviews the annual audited financial statements and quarterly financial statements of the company,
generally oversees the Company’s audit process as well as the accounting, finance and tax functions,
reviews the effectiveness of the Company’s governance and management of information technology risks, including those relating to business continuity, cybersecurity, regulatory compliance and data management, and
oversees the Company’s ethics and whistle-blowing reporting programs in conjunction with the Nominating and
Corporate
Governance

Ralf R. Böer

X            Chair            

Stephen P. Cortinovis

X            X            

David J. Drury

X            Chair            

Joann M. Eisenhart

X            X            

Rainer Jueckstock

X            X            

Peter Kelly

Chair            

Karen M. Rapp

X            X            

Paul A. Rooke

X            X            Committee.

Mr. Schrock, the board’s Lead Director, is not currently a member of any of these committees. Messrs. Foate and Kelsey are not “independent” directors; therefore, they are not eligible for membership on these committees under Nasdaq rules or the committees’ charters.

Audit Committee

The Audit Committee met eight times in fiscal 2019.

All of the members of the Audit Committee are “independent” of Plexus under SEC and Nasdaq rules. The Audit Committee:

chooses, and is responsible for making retention decisions related to, the Company’s independent auditors,

oversees Plexus’ audit process as well as the Company’s accounting, finance and tax functions, and

oversees the Company’s ethics and whistle-blowing reporting programs in conjunction with the Nominating and Corporate Governance Committee.

See also “Report of the Audit Committee” for further details on actions of the Audit Committee during fiscal 2019.

Audit Committee Financial Experts

The board has determined that Messrs.Mr. Kelly and Drury and Ms. Rapp are “audit committee financial experts” based on a review of each individual’s educational background and business experience. All members of the Audit Committee are “financially literate” and meet the other SEC and Nasdaq requirements for Audit Committee membership.

Compensation and Leadership Development Committee

The Compensation and Leadership Development Committee (in this subsection, the “Committee”) met six times in fiscal 2019.

COMPENSATION & LEADERSHIP DEVELOPMENT COMMITTEE
MEMBERS
Joann Eisenhart, Chair
Stephen Cortinovis
Joel Quadracci
Karen Rapp
Michael Schrock

Meetings in 2021: 6
Attendance: 100%
Report page: 51

*Reflects directors
then serving
The Compensation & Leadership Development Committee’s duties and responsibilities include the following:
reviews Plexus’ leadership structure, talent management, diversity and inclusion efforts, leadership development strategies and programs, and the Company’s succession planning efforts, including executive succession plans,
establishes the general compensation philosophies and plans for Plexus,
reviews and determines the compensation of the CEO, and approves the compensation of the other executive officers as well as equity grants and awards under Plexus’ incentive compensation plans,
oversees how compensation programs may incentivize risk taking and whether such risk taking is aligned with the Company’s business objectives and risk tolerance,
considers and makes recommendations to the board with respect to other compensatory plans and arrangements, and
reviews Plexus’ human capital management strategy, including organizational structure and leadership development.
All of the members of the Committee are “independent” of Plexus under SEC and Nasdaq rules. The Committee:

reviews Plexus’ leadership structure, talent management and diversity efforts, and leadership development activities, and leads the Company’s succession planning efforts, including executive succession plans,

establishes the general compensation philosophies and plans for Plexus,

reviews and determines the compensation of the CEO, and approves the compensation of the other executive officers as well as equity grants and awards under Plexus’ incentive compensation plans,

considers and makes recommendations to the board with respect to other compensatory plans and arrangements, and

reviews Plexus’ human capital management structure and leadership.

The Committee may, in its sole discretion, retain or obtain the advice of compensation consultants, legal counsel or other advisers. In addition to the following subsection, see also “Compensation Discussion and Analysis” and “Compensation Committee Report” below for further information on the Committee’s philosophies and practices, and its determinations in fiscal 2019.

Overview of the CompensationDecision-Making Process

In accordance with the philosophy and the goals described below in “Compensation Discussion and Analysis,” Plexus uses a portfolio approach to compensating its executive officers. The Committee considers many factors in its decision-making process about the compensation of Plexus’ executive officers and the design of compensation plans Company-wide.

For compensation planning purposes, the Committee has constructed a peer group in order to compare the compensation of Plexus’ executive officers with that paid by other companies in similar industries in which Plexus competes for talent, comparable companies in Plexus’ industry and companies with similar financial profiles. See “Compensation Discussion and Analysis—Elements and Analysis of Direct Compensation—Use of Peer Companies” for more information on the peer group and our selection criteria.

Management Participation

Members of management, particularly the CEO and human resources personnel, regularly participate in the Committee’s meetings at the Committee’s request. Management’s role is to contribute information to the Committee and provide staff support and analysis for its discussions. However, management does not make any recommendation for the CEO’s compensation, nor does management make the final determination of the CEO’s or the other executive officers’ amount or form of executive compensation. The CEO does recommend compensation for the other executive officers to the Committee, subject to the Committee’s final decision. To assist in determining compensation recommendations for the other executive officers, the CEO considers Plexus’ compensation philosophy and, in partnership with the human resources management team, utilizes the same compensation decision-making process as the Committee.

Decisions regarding the compensation of the CEO are made in executive sessions at which the Committee members participate with select members of human resources management and the compensation consultants to review competitive practices and overall plan expense; the CEO is not present for these discussions. The sessions generally focus on the CEO’s performance achievement and the elements of his compensation. The Committee discusses and reviews materials comparing the CEO’s compensation to peer group and survey data as well as Plexus’ overall performance relative to the companies in our peer group. Materials presented also include a pay comparison of the CEO to our other executive officers and a review of the CEO’s vested and unvested equity grants, as well as accumulated value, in an effort to assess possible retention risks.

Use of Consultants

The Committee uses outside compensation consultants to assist it in analyzing Plexus’ compensation programs and in determining appropriate levels of compensation and benefits. The Committee is directly responsible for the appointment, termination, compensation and oversight of the work of any compensation consultant, and considers the independence of any such consultant prior to retention. The Company provides appropriate funding, as determined by the Committee, for the payment of compensation to any compensation consultant employed by the Committee. The Committee currently retains Willis Towers Watson as its compensation consultant. After considering the factors set forth in SEC and Nasdaq rules, in accordance with the Committee’s charter, the Committee does not believe its relationship with Willis Towers Watson has given rise to any conflict of interest.

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Plexus human resources personnel meet with the compensation consultants to help the consultants understand Plexus’ business model, organizational structure and compensation philosophy. This interaction provides the consultants with insight into Plexus’ approach to compensation and its application. As part of its staff support function, Plexus human resources personnel also discuss results and conclusions with the compensation consultants. These discussions permit Plexus human resources personnel to be aware of the consultants’ recommendations and analysis, as well as to understand the rationale and methodology behind their conclusions.

For fiscal 2019 compensation planning, in addition to assisting with matters related to the peer group changes discussed above, Willis Towers Watson provided input on matters including stock ownership guidelines, adjustments to executive pay levels and the final value of performance stock units (“PSUs”) granted under the 2016 Omnibus Incentive Plan (the “Incentive Plan”).

For fiscal 2019 and 2020 compensation planning, the Committee directed the Company’s internal human resources staff to prepare an analysis of the Company’s executive compensation package consistent with prior years. Plexus’ internal staff obtained market-based data to provide the Committee with the same information and analysis as in previous years, and reviewed its findings with Willis Towers Watson. The Committee expects to use the same process in the future and may retain Willis Towers Watson or another independent compensation consultant to conduct a detailed analysis of the Company’s executive compensation package.

Neither the Company nor the Committee places any limitations or restrictions on its consulting firms or their reviews. The Company does provide substantive information about Plexus to help its consultants better understand the Company. Human resources personnel also meet with the consultants to discuss the consultants’ conclusions as to Plexus’ executive pay practices, organizational matters, the duties and responsibilities of particular positions, and overall conclusions based upon Plexus’ compensation principles and goals. Willis Towers Watson and previous consulting firms have been retained by the Committee only for projects related to the Company’s executive and director compensation programs.

Compensation Committee Interlocks and Insider Participation

Each member of the Committee is an independent director and there were no relationships or transactions in fiscal 2019 with those members requiring disclosure under SEC rules. See “Director Independence” above for certain other relationships that the board considered when determining the independence of the directors.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (in this subsection, the “Nominating Committee”) met four times in fiscal 2019.

GOVERNANCE & SUSTAINABILITY COMMITTEE
MEMBERS
Paul Rooke, Chair
Stephen Cortinovis
Peter Kelly
Randy Martinez
Joel Quadracci

Meetings in 2021: 6
Attendance: 100%

*Reflects directors then serving
The Governance & Sustainability Committee’s duties and responsibilities include the following:
maintains oversight over the operations, structure and effectiveness of the Board and its committees,
develops and maintains criteria and procedures for the identification and recruitment of candidates for election to serve as directors of the Company,
reviews the structure of the Board to assure proper skills, experience, and diversity of backgrounds are represented,
reviews the effectiveness of management’s enterprise risk management program that identifies, prioritizes, monitors and manages key risks facing the Company,
reviews ethics and compliance risk assessments conducted by management and assesses the efficacy of the ethics and compliance program in place to monitor and control such exposures,
makes recommendations to the board regarding directors’ compensation, and
evaluates as well as oversees corporate governance and related issues, and
oversees the Company's environmental, social and governance (“ESG”) program, including policies and initiatives, sustainability reporting and trends that could impact the Company.
All of the members of the Nominating Committee are “independent” of Plexus under SEC and Nasdaq rules.
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Board Governance Processes
DIRECTOR RECRUITMENT & THE NOMINATION PROCESS
The Nominating Committee:

considersGovernance Committee engages in a continuous process of identifying and assessing potential director candidates for board membership,

reviews the effectivenessin light of the board,

makes recommendationsboard’s collective set of skills and the future needs of the Company. In addition to the board regarding directors’ compensation,

monitors Plexus’ compliance and ethics efforts, and

evaluates as well as oversees corporate governance and related issues.

The Nomination Process

The Nominating Committee may utilize a director search firm to identify candidates, but, if so, it evaluates those individuals on its own; the Nominating Committee would also consider candidates suggested by outside directors, management and/or shareholders. As described above in “Election of Directors,” in accordance with the Company’s board member selection criteria listed above, the NominatingGovernance Committee considers the diversity of backgrounds, skills and experiences among board members in identifying areas that could be augmented by new members. To help assure that directors have the time to devote to their duties, Plexus directors may not serve on the boards of more than three additional public companies. The composition ofGovernance Committee may utilize a director search firm to identify candidates, but, if so, it evaluates those individuals on its own; the board of directors is reviewed

annually to ensure that an appropriate mix of skills, experiences and backgrounds is represented; the membership mix of the board may also be changed as necessary to meet business needs.

The NominatingGovernance Committee would also consider proposed nominees to the board submitted to itcandidates suggested by outside directors, management and/or shareholders. If a qualified individual expresses a serious interest and there is a position available, the NominatingGovernance Committee would review that person’s background and experience to determine whether that individual may be an appropriate addition to the board, and, if appropriate, would meet with the individual. A decision would then be made whether to nominate that person to the board. The NominatingGovernance Committee’s policy is not to not evaluate proposed nominees differently depending upon who has proposed the potential nominee.

In addition, the Governance Committee is committed to prioritizing the inclusion of racially and ethnically diverse candidates in the pool from which director nominees are selected.

If a shareholder wishes to propose someone as a director for the NominatingGovernance Committee’s consideration, the name of that nominee and related personal information should be forwarded to the NominatingGovernance Committee, in care of the Secretary, at least six months before the next annual meeting of shareholders to assure time for meaningful consideration by the NominatingGovernance Committee. See also “Commonly Asked Questions and Answers About the Annual Meeting” for bylaw requirements for nominations.In 2021, Plexus has neither received nor rejecteddid not receive any candidates put forward by significantany shareholders.

Communications

BOARD AND COMMITTEE SELF-EVALUATION PROCESS
The Plexus board of directors conducts an annual self-evaluation, which focuses on the performance of each individual director, the board’s committees and the board as a whole, as well as the composition of each of the board’s committees. The annual self-evaluation process provides an opportunity for anonymous peer review and specific feedback, which is intended to strengthen board leadership. The Chair of the Board is responsible for providing feedback to individual directors, while the Lead Director may also provide feedback and serve as a liaison between independent directors and the Chair. We believe this process encourages actionable feedback, which provides context for decisions about board composition, committee member rotation and succession planning processes.
BOARD REFRESHMENT & SUCCESSION
The Governance Committee supervises a comprehensive, ongoing board refreshment and succession planning process to best position the board for continued success in alignment with the Company’s strategic objectives. This includes regularly assessing director skills and qualifications, reviewing director tenure, evaluating board diversity and board size, and performing annual board, committee and individual director assessments, as detailed above. In addition, the Governance Committee, with input from the Chair of the Board, reviews committee membership at least biennially and recommends committee assignments and committee rotation for approval by the entire board to ensure director skillsets are applied appropriately and to avoid director entrenchment.
The Governance Committee believes board refreshment is crucial to aligning board expertise with the Company’s evolving corporate strategy, but recognizes new directors need time to become familiar with the Company’s business and to develop relationships with other board members and management over time. As a result, the Governance Committee believes a continuum of tenure is required to enable
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the success of the board, with new members offering fresh perspectives while longer-serving directors offer necessary continuity and a deep understanding of the Company’s business. As applied in practice, 50% of our independent director nominees have been on the board fewer than 5 years.
In furtherance of this philosophy, the Company deploys a new director onboarding process and encourages continuing education to help augment and expedite the effectiveness of its newest board members. The Company also maintains a mandatory retirement policy, which states any individual age 72 or above is not eligible for election or re-election to the board of directors, unless such candidate is also a full-time employee of Plexus at the time or the board of directors, by majority vote, waives the restriction for a particular individual prior to such person’s election or re-election.
The board’s succession oversight extends to management, as well. The board has developed and maintains an appropriate succession plan with respect to the position of CEO and other key executive positions. In addition, the Compensation and Leadership Development Committee (“Compensation Committee”) reviews and recommends to the board development plans for the CEO and other members of senior management.
COMMUNICATIONS WITH THE BOARD
Any communications to the board of directors should be sent to Plexus’ headquarters officeGlobal Headquarters in care of Plexus’ Secretary, Angelo M. Ninivaggi. Any communication sent to the board in care of the Chief Executive Officer, the Secretary or any other corporate officer also is forwarded to the board. There is no screening process and any communication will be delivered directly to the director or directors to whom it is addressed. Any other
CORPORATE GOVERNANCE WEBSITE
Information related to our corporate governance practices, in addition to any new or proposed changes to procedures, that may be developed, and any changes in those procedures, will beare posted as part ofon our Corporate Governance Guidelines on Plexus’page of our website at www.plexus.com under the link titled “Investors,” then “Corporate Governance.”

Code of Ethics, Committee Charters and Other Corporate Governance Documents

Plexus regularly reviews and augments its corporate governance practices and procedures. As part of its corporate governance practices, Plexus has adopted a Code of Conduct and Business Ethics, Corporate Governance Guidelines and written charters for each of its board committees discussed above. Plexus has posted on its website, at www.plexus.com, under the link titled “Investors” then “Corporate Governance,” copies of its Code of Conduct and Business Ethics, its Corporate Governance Guidelines, the charters for its Audit, Compensation and Leadership Development, and Nominating and Corporate Governance Committees, director selection criteria (included as an appendix to our Corporate Governance Guidelines), director and executive officer stock ownership guidelines, compensation clawback policy and other corporate governance documents. If those documents (including the committee charters, the Code of Conduct and Business Ethics and the Corporate Governance Guidelines) are changed, waivers from the Code of Conduct and Business Ethics are granted, or new procedures are adopted, those new documents, changes, waivers and/or procedures will be posted on Plexus’ website at www.plexus.com.

Social Responsibility

Plexus is committed to social responsibility throughout our global business operations. As a member of the Responsible Business Alliance for the past six years, we have taken an active role in not only improving our own practices, but also influencing and holding others accountable throughout our supply chain to improve their focus on important social principles. Our commitment to social responsibility focuses on four key areas:

LOGO

As a RESPONSIBLE EMPLOYER, we:

Advocate for diversity

Governance” including:

Combat human trafficking activities

Encourage and provide employee development opportunities

Ensure safe and healthful working conditions

Foster an appropriate work/life balance for our employees

Encourage wellness initiatives

Reinforce our values in our culture

As a COMMUNITY STEWARD, we:

Promote and financially support science and technology in education

Support the betterment of our local communities through charitable contributions and support

Encourage employee involvement in community charitable organizations and volunteerism

Partner with community organizations to promote local business

As a GLOBAL CITIZEN, we:

Actively work to reduce waste, water use and greenhouse gas emissions from our operations

Work with suppliers to develop reusable packaging options

Partner with customers to help design more efficient and environmentally friendly products

As an INDUSTRY STEWARD, we:

Take an active role with industry coalitions to improve working conditions around the world

Train our supply chain on important social initiatives such as detecting and preventing forced labor

Collaborate with customers to advance mutual sustainability initiatives

More information about our corporate social responsibility efforts is available on our website at www.plexus.com.

Directors’ Compensation

The Nominating and Corporate Governance Committee of the board of directors recommends, subject to board approval, compensation paid tonon-employee directors, including equity awards under Company plans. In determining the compensation paid to thenon-employee directors, the Nominating and Corporate Governance Committee considers similar types of factors, including comparisons with the peer companies discussed below and Company performance, that are considered by the Compensation and Leadership Development Committee when determining executive compensation. The Nominating and Corporate Governance Committee aims to set the compensation level of our directors and theNon-Executive Chair near the median of peer and market comparisons.Non-employee director compensation is reviewed on an annual basis. As part of the most recent review of thenon-employee director compensation program, it was determined that no changes would be made to the amount or form of compensation for fiscal 2020.

In his role asNon-Executive Chairman, Mr. Foate received an annual retainer of $240,000 in fiscal 2019. Each other Plexus director who was not a full-time Plexus officer or employee (all directors except Mr. Kelsey) received an annual director’s fee of $65,000 for fiscal 2019 service. Mr. Schrock’s additional fee for serving as the board’s Lead Director was $40,000 in fiscal 2019. The chairs and members of each committee received additional annual fees for service in such roles as follows:

Role              

Audit            

Committee            

  Compensation and            
Leadership Development            
Committee            
  Nominating and            
Corporate Governance            
Committee            

Chair            

    $27,000                 $21,500                 $17,250            

Member            

    $12,500                 $10,000                $6,250            

In certain circumstances directors may be reimbursed for attending educational seminars or, in each individual’s capacity as a director, other meetings at Plexus’ behest. Directors do not receive board or committee meeting attendance fees.

Directors are eligible to defer their cash fees, as well as stock awards (excluding options), through theNon-Employee Directors Deferred Compensation Plan. Amounts in deferred cash accounts are credited with interest, compounded monthly, at the prime rate of interest, which is determined quarterly. Directors were previously eligible to defer their cash fees through Plexus’ supplemental executive retirement plan, which is described in “Compensation Discussion and Analysis” below.

Directors participate in the Incentive Plan, which permits the grant of stock options, stock appreciation rights (“SARs”), restricted stock (which may be designated as restricted stock shares or RSUs, performance stock awards (which may be settled in cash or stock and designated as performance stock shares or PSUs), other stock awards and cash incentive awards. The Incentive Plan provides for an annual cap on the amount of awards to individualnon-employee directors. The use of equity awards is designed to align directors’ interests with the long-term ownership interests of our shareholders. In the second quarter of fiscal 2019, eachnon-employee director serving on the grant date received a grant of RSUs worth approximately $150,000. The number of RSUs granted was determined based on the average closing price of the Company’s stock during the 90 calendar day period ended December 1, 2018. The restrictions on the RSUs generally lapse on the first anniversary of the grant date.

Transition Agreement with Mr. Foate

For Mr. Foate’s service asNon-Executive Chairman, he currently receives an annual retainer of $240,000, which was determined based upon a review of market and peer group practices, and he is eligible to receive an annual equity grant at least equal to the grants made to the Company’s othernon-employee directors. In accordance with the Transition Agreement, Mr. Foate is eligible to participate in the Company’s executive car and phone programs, and he and his dependents are also eligible to participate in the Company’s health plan until he reaches

age 65, subject to his payment of the required premiums. Mr. Foate is otherwise compensated in accordance with Plexus’ policies fornon-employee directors.

Director Compensation Table

The following table sets forth the compensation that was paid by Plexus in fiscal 2019 to itsnon-employee directors:

Name 

Fees Earned
or Paid in
Cash

($)(1)

   

Stock

Awards

($)(2)

   Option
Awards
($)(2)
      Other
Benefits
($)(3)
  

Total

($)

 

Ralf R. Böer

 

 

$92,250

 

  

 

$137,413

 

  

--

   

 

 

  

 

--

 

 

 

$229,663

 

Stephen P. Cortinovis

 

 

83,750

 

  

 

137,413

 

  

--

   

 

 

  

 

--

 

 

 

221,163

 

David J. Drury

 

 

99,000

 

  

 

137,413

 

  

--

   

 

 

  

 

--

 

 

 

236,413

 

Joann M. Eisenhart

 

 

81,250

 

  

 

137,413

 

  

--

   

 

 

  

 

--

 

 

 

218,663

 

Dean A. Foate

 

 

240,000

 

  

 

137,413

 

  

--

   

 

 

  

 

$25,789

 

 

 

403,202

 

Rainer Jueckstock

 

 

87,500

 

  

 

137,413

 

  

--

   

 

 

  

 

--

 

 

 

224,913

 

Peter Kelly

 

 

92,000

 

  

 

137,413

 

  

--

   

 

 

  

 

--

 

 

 

229,413

 

Karen M. Rapp

 

 

82,500

 

  

 

137,413

 

  

--

   

 

 

  

 

--

 

 

 

219,913

 

Paul A. Rooke

 

 

81,250

 

  

 

137,413

 

  

--

   

 

 

  

 

--

 

 

 

218,663

 

Michael V. Schrock

 

 

105,000

 

  

 

137,413

 

  

--

   

 

 

  

 

--

 

 

 

242,413

 

(1)
Plexus Leadership Team
Director Stock Ownership Guidelines
Board of Directors
Executive Officer Stock Ownership Guidelines
Committee Composition
Clawback Policy
Committee Charters
Plexus Code of Conduct & Business Ethics
Corporate Governance Guidelines
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DIRECTOR COMPENSATION FOR FISCAL 2021
 
Fees Earned
or Paid in
Cash1
Stock
Awards2
Other
Benefits3
Total
Ralf R. Böer
$40,625
$165,417
$206,042
Stephen P. Cortinovis
$81,250
$165,417
$246,667
David J. Drury
$43,750
$165,417
$209,167
Joann M. Eisenhart
$86,500
$165,417
$251,917
Dean A. Foate
$240,000
$165,417
$26,439
$431,856
Rainer Jueckstock
$92,000
$165,417
$257,417
Peter Kelly
$83,750
$165,417
$249,167
Randy J. Martinez
$16,250
$16,250
Joel Quadracci
$77,188
$165,417
$242,604
Karen M. Rapp
$87,500
$165,417
$252,917
Paul A. Rooke
$82,250
$165,417
$247,667
Michael V. Schrock
$105,000
$165,417
$270,417
1
Includes annual retainer, committee and chairmanshipchair fees and, in the case of Mr. Schrock, his fee for serving as Lead Director of the board. For Mr. Foate, this amount reflects his retainer for serving asNon-Executive Chairman.

Chair. Mr. Martinez was elected to the board of directors on August 2, 2021, and fees earned represent fees paid beginning in the fourth fiscal quarter. Mr. Böer and Mr. Drury retired from the board of directors following the annual meeting on February 17, 2021, and fees earned represent fees paid through the end of the fiscal second quarter.

(2)
2

The amounts shown represent the grant date fair value of RSUs granted in fiscal 20192021 computed in accordance with Accounting Standards Codification Topic 718. Generally accepted accounting principles (“GAAP”) require us to determine compensation expense forstock-related stock related awards granted to our directors based on the estimated fair value of the equity instrument at the time of grant. Compensation expense is recognized over the vesting period. The assumptions used to determine the valuation of the awards are discussed in footnote 9 to our consolidated financial statements. Stock options were not granted tonon-employee directors in fiscal 2019.

The following table provides cumulative information about the

On January 25, 2021, each then-serving non-employee director was granted RSUs for 2,069 shares, with a grant date fair value of stock awards granted to$165,417. These RSUs vested for Messrs. Böer and Drury upon their retirement from the individual listed above in fiscal 2019, determinedBoard following the 2021 annual meeting. For all other non-employee directors, these RSUs remained unvested as of the applicable grant date in accordance with GAAP. It also provides the number of outstanding RSUs (that have yet to vest) and stock options held by these individuals at September 28, 2019.

                  
Name  Stock Awards  Option Awards        
  

Grant Date          

Fair Value of          
2019 Stock           
Awards ($)          

  Number of          
Securities          
Underlying          
Stock Awards          
That  Have Not          
Vested (#)          
  Number of       
Securities       
Underlying       
Unexercised       
Options (#)       

Mr. Böer

  

$137,413          

  

2,562          

  

15,000       

Mr. Cortinovis

  

  137,413          

  

2,562          

  

  5,000       

Mr. Drury

  

  137,413          

  

2,562          

  

15,000       

Dr. Eisenhart

  

  137,413          

  

2,562          

  

  --        

Mr. Foate

  

  137,413          

  

2,562          

  

90,525       

Mr. Jueckstock

  

  137,413          

  

2,562          

  

  --        

Mr. Kelly

  

  137,413          

  

2,562          

  

  2,500       

Ms. Rapp

  

  137,413          

  

2,562          

  

  --        

Mr. Rooke

  

  137,413          

  

2,562          

  

  --        

Mr. Schrock

  

  137,413          

  

2,562          

  

15,000       

On January 21, 2019, eachnon-employee director was granted RSUs for 2,562 shares.October 2, 2021. The number of RSUs granted was determined by dividing $150,000 by the average closing price of our shares on the Nasdaq Global Select Market during the 90 calendar day period ended December 1, 2018,2020, which was $58.54.$72.507. The grant date fair value reported in the tablesis above is below $150,000 because the average of the high and low trading pricesclosing price of our shares on the trading date preceding the grant date was $53.635 (the market was closed on$79.95.

As a result of Mr. Martinez joining the grant date). Mr. Drury elected to defer receipt of allboard near the end of the shares underlying the 2019fiscal year, he did not receive a pro-rated grant of RSUs which vest in January 2020.

Stock options, which have not been granted tonon-employee directors since calendarfor fiscal year 2012, are fully vested and expire on the earlier of (a) 10 years from the applicable grant date, or (b) two years after termination of service as a director (three years for the options granted to Mr. Foate).

2021.
(3)
3

Includes the following amounts paid to Mr. Foate pursuant to his Transition Agreement: $24,635Foate: $25,764 for the Company car benefit and $1,154$675 for the phone benefit.

benefit, each as offered to Mr. Foate as a part of the Transition Agreement discussed below. The other non-employee directors do not generally receive any additional benefits, although they are reimbursed for their actual expenses of attending board, committee and shareholder meetings, as well as one external educational seminar per year.
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Director Fees and Arrangements
The otherGovernance Committee of the board of directors recommends, subject to board approval, compensation paid to non-employee directors, including equity awards under Company plans. In determining the compensation paid to the non-employee directors, the Governance Committee considers similar types of factors, including comparisons with the peer companies discussed below and Company performance that are considered by the Compensation Committee when determining executive compensation. The Governance Committee aims to set the compensation level of our directors and the Non-Executive Chair near the median of peer and market comparisons. Non-employee director compensation is reviewed at least biennially.
As part of the most recent review of the non-employee director compensation program in fiscal 2021, the Governance Committee approved an increase in director base compensation upon review of peer and market data and in consultation with Exequity. In addition, director retainers for individual committees were eliminated and the director retainers for committee chairs were reduced. As a result, beginning January 1, 2022, each non-employee director will be compensated per the tables below.
 
2021
2022
Board Retainer1
$65,000
$90,000
Non-Executive Chair Retainer
$240,000
$250,000
Lead Director Retainer
$105,000
$120,000
RSU Grant
$150,000
$175,000
non-employee1 directorsMr. Foate and Mr. Schrock do not generally receive any additional benefits, although they arethe Board Retainer.
 
AUDIT
COMMITTEE
COMPENSATION
COMMITTEE
GOVERNANCE
COMMITTEE
 
2021
2022
2021
2022
2021
2022
Committee Chair Retainer
$27,000
$10,000
$21,500
$10,000
$17,250
$10,000
Committee Member Retainer
$12,500
$0
$10,000
$0
$6,250
$0
In certain circumstances directors may be reimbursed for their actual expensesattending educational seminars or, in each individual’s capacity as a director, other meetings at Plexus’ behest. Directors do not receive board or committee meeting attendance fees.
For Mr. Foate’s service as Non-Executive Chair, he currently receives an annual retainer as reflected above, which was determined based upon a review of attending board, committeemarket and shareholder meetings, as well as one external educational seminar per year.

peer group practices, and he is eligible to receive an annual equity grant at least equal to the grants made to the Company’s other non-employee directors. In accordance with the Transition Agreement, Mr. Foate is eligible to participate in the Company’s executive car and phone programs, and he and his dependents are also eligible to participate in the Company’s health plan until he reaches age 65, subject to his payment of the required premiums. Mr. Foate is otherwise compensated in accordance with Plexus’ policies for non-employee directors.

Director Stock Ownership Guidelines

& Stock Compensation for Directors

Plexus believes that it is important for directors to maintain an equity stake in Plexus to further align their interests with those of our shareholders. Therefore, directors must comply with stock ownership guidelines as determined by the board. The ownership guidelines currently require each director to own and maintain shares of common stock with a value equal to at least five times the director’s annual base cash retainer. The required ownership must be achieved within five years from the
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director’s initial election or appointment. Restricted stock (including RSUs) that has yet to vest does not count toward a director’s ownership for purposes of these guidelines. Eight of our 10ten non-employee directors are currently in compliance with the ownership requirements of the guidelines. Ms. RappMr. Quadracci has until 2025 and Mr. Rooke haveMartinez has until 2023 and 2022, respectively,2026 to meet these requirements.

Stock ownership guidelines for executive officersexecutives are discussed in “Compensation Discussion and Analysis—Elements and Analysis of Direct Compensation—Equity Ownership Guidelines.”

For information regarding the Company’s anti-hedging and anti-pledging policy, which is applicable to directors as well as executive officers and other employees, see “Compensation Discussion and Analysis—AnalysisElements and Analysis of Director Compensation—Anti-Hedging and Anti-Pledging Policy.”

Delinquent Section 16(a) Reports

Section 16(a)

Directors participate in the 2016 Omnibus Incentive Plan (the “Incentive Plan”), which permits the grant of stock options, stock appreciation rights (“SARs”), restricted stock, which may be designated as restricted stock shares or RSUs, performance stock awards (which may be settled in cash or stock and designated as performance stock shares or performance stock units (“PSUs”)), other stock awards and cash incentive awards. The Incentive Plan provides for an annual cap on the amount of awards to individual non-employee directors. The use of equity awards is designed to align directors’ interests with the long-term ownership interests of our shareholders. In the second quarter of fiscal 2021, each non-employee director serving on the grant date received a grant of RSUs worth approximately $150,000. The number of RSUs granted was determined based on the average closing price of the Securities Exchange ActCompany’s stock during the 90 calendar day period ended December 1, 2020. The restrictions on the RSUs generally lapse on the first anniversary of 1934 requiresthe grant date, except for Messrs. Böer and Drury, whose RSUs vested upon their retirement from the board following the 2021 annual meeting.
Director Participation in Deferred Compensation Plan
Directors are eligible to defer their cash fees, as well as stock awards (excluding options), through the Non-Employee Directors Deferred Compensation Plan. Amounts in deferred cash accounts are credited with interest, compounded monthly, at the prime rate of interest, which is determined quarterly. Directors were previously eligible to defer their cash fees through Plexus’ officerssupplemental executive retirement plan, which is described in “Compensation Discussion and Analysis” below.
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BOARD’S ROLE IN RISK OVERSIGHT
The Company has established a robust enterprise risk management (“ERM”) program to facilitate the identification, assessment, mitigation, monitoring and strategic integration of risks to, from or of the Company’s strategic priorities. This framework combines the organizational structure described below with the establishment of risk management policies and controls to manage the most significant risks impacting the Company’s strategic objectives. The Company also employs independent internal and external audit procedures to help validate key controls related to identified risks, the results of which are reported to the board regularly. In addition to ongoing monitoring of key risk areas, each of the functional teams completes an annual risk assessment designed to identify top enterprise risks to help management prioritize the risks that should be brought before the board.


This framework establishes an effective risk oversight program that successfully integrates risk management practices throughout the organization, enables open communication between management and directors and persons who beneficially own more than 10%ensures all directors are actively involved in the risk oversight function. In addition, our board oversight structure expressly provides committee oversight over top areas of enterprise risk, including cybersecurity, human capital risks and ESG matters.
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ENVIRONMENTAL, SOCIAL & GOVERNANCE (“ESG”)
Our commitment to building a better world.
Consistent with our vision to help customers create the products that build a better world, we are committed to building a better world by the way we operate. Plexus’ common stock,ESG program strives to file reportsbuild strong communities, develop our team members in an inclusive and diverse culture, protect our environment, embrace strong governance practices, and set similar expectations on our partners. We recognize that by improving outcomes for society and all of ownershipour stakeholders, we maximize our ability to achieve our strategic objectives and changesdeliver long-term value for our shareholders. We have demonstrated this commitment since our founding in ownership with the SEC. SEC rules require these “insiders”1979; it is authentic and core to furnishour culture and long-term success. Plexus with copieshas established an ESG program that is defined by five pillars that reinforce our pledge to build a better world by being a responsible employer, a community partner, a global citizen, an industry steward and a promoter of all forms they file under Section 16(a).

Allpublicly-held companies are required to disclose the names of any insiders who failed to make any such filingcorporate governance.



Our ESG program is governed by a Plexus leadership committee chaired by our CAO, which includes membership by our CEO, CFO and COO. Our board is also highly engaged on a timely basis within the preceding fiscal year,our ESG efforts and the number of delinquent filings and transactions, based solely on a review of copiesstrategy. The Governance Committee of the Section 16(a) forms filed withboard oversees the SECeffectiveness of our ESG program, including ESG policies and any written representations frominitiatives, sustainability reporting, and trends that could impact the insiders that a Form 5 was not required. OnCompany’s business operations, performance, reputation and sustainable growth. In addition, our Compensation Committee oversees our human capital strategy, including D&I efforts and global compensation policies and philosophies, while our Audit Committee ensures the basiseffectiveness of filings withour internal controls, oversees our whistle-blowing reporting program and oversees the SECeffectiveness of IT governance and representations received by Plexus, the Company believes that its insiders complied with all applicable Section 16(a) filing requirements during fiscal 2019.management.
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ESG F21 Highlights
 Planned investment of ~$300K in energy sub-metering system to help track and reduce energy usage across Plexus’
manufacturing sites in F22

 Planned investment of ~$800K in LED lighting & technology in
manufacturing facilities in F22

 Comprehensive waste assessment in progress to enhance reduction and recycling strategy
 Team member health & safety, including enhancements of
Plexus Wellness Program

 Expanded Employee Resource Groups, including creation of an ERG focused on diversity at
Plexus

 Over $750K in charitable giving from Plexus Charitable Foundation and implementation
of volunteer time-off program
 ESG performance accountability, including F22 executive variable incentive compensation specifically tied to ESG
initiatives

 Disclosure & communication enhancements
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COMPENSATION DISCUSSION AND& ANALYSIS

Our continued success depends on our ability to attract, motivate, and retain critical talent dedicated to our long-term strategy. The Compensation and Leadership Development Committee (in this section, the “Committee”) of the board of directors sets the general compensation philosophy for Plexus and ensures appropriate controls are in place to govern its application. The Committee makes decisions with respect to the compensation of the Chief Executive Officer (the “CEO”) and the Company’s other executive officers, and grants equity and other awards.

This section discusses the Committee’s executive compensation philosophy and key decisions designed to align pay to performance that drives shareholder value, in each case as they relate to the Company’s named
NAMED EXECUTIVE OFFICERS
FOR FISCAL 2021
Todd P. Kelsey
President & Chief Executive Officer
Patrick J. Jermain
Executive VP & Chief Financial Officer
Steven J. Frisch
Executive VP & Chief Operating Officer
Angelo M. Ninivaggi
Executive VP, Chief Administrative
Officer, General Counsel & Secretary
Ronnie Darroch
Executive VP & Regional President - EMEA

executive officers, and grants equity and other awards.

This section discusses the Committee’s executive compensation philosophy and decisions.officers. Plexus provides further detail regarding executive compensation in the tables and other information included in the “Executive Compensation” section of this proxy statement.

Executive Summary
FISCAL 2021 COMPENSATION ACTIONS
The discussion focusesCommittee reviewed the Company’s ESG initiatives during 2021 and has established ESG goals for executive officers in fiscal 2022 that will comprise a portion of their personal objectives under the Variable Incentive Compensation Plan (the “VICP”), as further detailed in the “Annual Incentive Compensation (At Risk)” section of this proxy statement.
In fiscal 2021, we continued to take steps to safeguard our employees from the COVID-19 pandemic. While these measures impacted our financial performance, as did the effects of employee infection, employee quarantine, regulatory workforce restrictions and similar impacts on our suppliers that curtailed supplier deliveries, the Committee did not adjust incentive compensation goals from original targets set at the beginning of fiscal 2021.
As a result of our performance peer group review, we made the following two adjustments to the plan: (1) the Committee reduced the maximum payout for PSUs based on the total shareholder return (“TSR”) of Plexus stock to 150% from 200%; and (2) for purposes of calculating the vesting for PSUs based on economic return and granted in fiscal 2021, the Committee adjusted the economic return threshold to be a minimum of 0% and a maximum of 5% for any individual fiscal year during the performance period.
Under the Committee’s equity allocation formula for fiscal 2021, annual equity awards to executive officers were granted as 50% PSUs and 50% RSUs. The equity grant allocation formula is intended to further strengthen the alignment of shareholders’ and executives’ interests, retain executive talent, and motivate our executives to succeed long-term. Consistent with prior years, PSUs granted in 2021 are weighted 50% on TSR and 50% on average economic return, which we define as the difference between return on invested capital (“ROIC”) and weighted average cost of capital (“WACC”). In 2020, the Committee reviewed the performance peer group used to benchmark relative TSR and the S&P 400 Index was chosen to replace the Russell 3000 Index starting with fiscal 2021 grants.
The TSR of Plexus stock during the three year performance period that ended January 2021 was at the 62.5 percentile of companies in the Russell 3000 Index. Consequently, the portion of the PSUs granted in 2018 that vested based on TSR performance paid out at 150.0% of target.
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Average economic return for the three year performance period that ended at the conclusion of fiscal 2021 was 5.3%. As a result, the portion of the PSUs granted in 2018 that vested based on economic return performance paid out at 200% of target.
Based on fiscal 2021 performance, total payments to named executive officers under all components of the VICP represented 104-107% of the target payout, with corporate financial performance representing 90% as compared to the target payout of 80% for such performance.
EXECUTIVE COMPENSATION GOVERNANCE BEST PRACTICES

WHAT WE DO


WHAT WE DON’T DO

Base a majority of total compensation on compensation that is at risk through our annual and long-term performance-based and retention incentives
Have excise tax gross-up provisions in any change in control agreements or compensation programs
Set annual and long-term incentive targets based on clearly disclosed, objective performance measures
Enter into employment contracts with executives other than our CEO
Conduct annual assessments of risk associated with our executive compensation programs, policies and procedures
Permit hedging transactions, pledging and short sales by our executive officers
Mitigate undue risk associated with our compensation programs through a Clawback Policy
Enter into “double trigger” change in control agreements with executive officers
OTHER COMPENSATION AND GOVERNANCE PRACTICES & POLICIES
Practices Relating to Compensation Consultants
The Committee uses outside compensation consultants to assist it in analyzing Plexus’ compensation programs and in determining appropriate levels of compensation and benefits.
The Company provides appropriate funding, as determined by the Committee, for the payment of compensation to any compensation consultant employed by the Committee.
During fiscal 2021, the Committee retained Exequity LLP (“Exequity”) as its compensation consultant. After considering the factors set forth in SEC and Nasdaq rules, in accordance with its charter, the Committee concluded that its relationships with Exequity has not given rise to any conflict of interest.
Exequity’s services to the Committee relating to fiscal 2021 included, among other things, providing perspective on current trends and developments in executive and director compensation as well as analysis of benchmarking data and confirmation of our peer group composition. All executive compensation services provided by Exequity were conducted under the direction or authority of the Committee, and all work performed by Exequity was pre-approved by the Committee.
Management Involvement
Members of management, particularly the CEO and human resources personnel, regularly participate in the Committee’s meetings at the Committee’s request. Management’s role is to contribute information to the Committee and provide staff support and analysis for its discussions. However, management does not make any recommendation for the CEO’s
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compensation, nor does management make the final determination of the CEO’s or the other executive officers’ amount or form of executive compensation. The CEO does recommend compensation for the other executive officers to the Committee, subject to the Committee’s final decision. To assist in determining compensation recommendations for the other executive officers, the CEO considers Plexus’ compensation philosophy and, in partnership with the human resources management team, utilizes the same compensation decision-making process as the Committee.
Decisions regarding the compensation of the CEO are made in executive sessions at which the Committee members participate with Exequity to review competitive practices and overall compensation expense; the CEO and management are not present for these discussions. The sessions generally focus on the CEO’s performance achievement and the elements of CEO compensation. The Committee discusses and reviews materials comparing the CEO’s compensation to peer group and survey data as well as Plexus’ overall performance relative to competitors and companies in our peer group. Materials presented also include a pay comparison of the CEO to our other executive officers namedand a review of the CEO’s vested and unvested equity grants, as well as accumulated value, in the “Summary Compensation Table” in this proxy statement (the “named executive officers”) and listed below:

Todd P. Kelsey: President and Chief Executive Officer

Patrick J. Jermain: Executive Vice President and Chief Financial Officer

Steven J. Frisch: Executive Vice President and Chief Operating Officer

Angelo M. Ninivaggi: Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

Ronnie Darroch: Executive Vice President and Regional President – EMEA

an effort to assess possible retention risks.

Executive Summary

Fiscal 2019 Compensation Actions

The Committee performed a review of the peer group in fiscal 2018 and made several changes to the peer group for fiscal 2019 compensation planning purposes, as discussed above in “Corporate Governance—Board Committees—Compensation and Leadership Development Committee—Overview of the Compensation Decision-Making Process.”

Under the Committee’s equity allocation formula for fiscal 2019, annual equity awards to executive officers were granted as 50% performance stock units (“PSUs”) and 50% restricted stock units (“RSUs”). The equity grant allocation formula is intended to further strengthen the alignment of shareholders’ and executives’ interests, and motivate our executives to succeed in the long-term, as well as reflect the Company’s focus on performance-based compensation.

The total shareholder return (“TSR”) of Plexus stock during the three year performance period that ended in January 2019 was at the 68.3 percentile of companies in the Russell 3000 Index. Consequently, the PSUs granted in fiscal 2016 vested and paid out at approximately 173.2% of target.

Average economic return for the three year performance period that ended at the conclusion of fiscal 2019 was 5.3%. As a result, the portion of the PSUs granted in 2017 that vested based on economic return performance paid out at 200.0% of target.

Based on fiscal 2019 performance, total payments to executives under all components of the Variable Incentive Compensation Plan (the “VICP”) represented 157.7% of the target payout, with corporate financial performance representing 141.4% as compared to the target payout of 80% for such performance.

ConsiderationPhilosophy, Goals & Process

The Committee’s philosophy is to competitively compensate all employees, including executives, for their contributions to Plexus, to appropriately motivate employees to provide value to Plexus’ shareholders and to consider the ability of Shareholder Advisory VotePlexus to Approve Named Executive Officerfund any compensation decisions, plans or programs. Competitive compensation must balance both short-term and long-term considerations and take into account external forces, best practices, and the performance of Plexus and the employee. Compensation

At packages should also motivate executives to make decisions and pursue opportunities that are aligned with the 2019 annual meetinginterests of our shareholders, while not exposing the Company held a shareholder advisory vote to approve named executive officer compensation. Approximately 97% of shares voting supportedexcessive risk. Finally, the proposalCommittee considers Plexus’ financial condition, the conditions in Plexus’ industry and therefore, the advisory resolution regarding named executive compensation was approved. Although advisory votes arenon-binding, the Company, the board of directorsend markets, Plexus’ performance compared to its competitors, and the Committee consider communications received from

shareholders regarding the Company’s executiveeffects of those conditions on Plexus’ sales and profitability in making compensation policies and decisions, includingsay-on-pay votes. The Committee reviewed the results of the vote and considered the high approval rate as an indication that shareholders generally support the Company’s executive compensation philosophy, program and decisions.

Alignment of Executive Compensation with Shareholder Interests

PERFORMANCE MEASURES INTENDED TO MAXIMIZE SHAREHOLDER VALUE

The Company continues to emphasize annual and long-term incentive opportunities as a portion of total compensation since they are performance-based, represent compensation that is at risk, promote the creation of shareholder value and are intended to align the interests of executive officers with those of our shareholders.

The Committee’s long-term incentive strategy utilizes a portfolio approach when granting awards. This approach allows for the use of a combination of equity awards to create a balanced focus on long-term Company performance and shareholder returns.

The Committee grants PSUs to executive officers, which represent compensation that is at risk since these awards will be forfeited if performance falls belowpre-defined threshold levels. Since fiscal 2017, the vesting of 50% of the PSUs has been based on a three-point annual average of the Company’s absolute economic return performance and the other 50% vests based on the relative total shareholder return (the “TSR”) of Plexus stock as compared to the TSR of the companies in the Russell 3000 Index, each over a three year performance period. The performance metrics associated with PSUs are described further in “Executive Compensation Philosophy, Goals and Process—Focus on Growth, Return on Invested Capital, Economic Return and TSR” below. The Committee believes that granting performance-based awards in the form of PSUs creates a substantive connection between the interests of our executives and those of our shareholders and provides motivation for our executives to succeed in the long-term.

The Company’s robust executive officer stock ownership guidelines require our CEO to own Plexus stock with a market value equal to at least three times his annual base salary; executive officers other than our CEO are required to own, at a minimum, Plexus stock with a market value equal to their annual base salary. We do not count stock options or unvested equity awards toward the satisfaction of the guidelines, unlike many companies having higher requirements. We believe our more stringent approach results in higher levels of equity actually owned and, therefore, a stronger ownership mindset in alignment with our shareholders. For more information, see “Elements and Analysis of Direct Compensation—Equity Ownership Guidelines.”

Summary of Executive Compensation Practices and Governance

To achieve the objectives of our executive compensation program and our compensation philosophy, we:

base a majority of total compensation on compensation that is at risk through our annual and long-term performance-based and retention incentives;

set annual and long-term incentive targets based on clearly disclosed, objective performance measures;

require executive officers to hold Plexus stock pursuant to equity ownership guidelines;

conduct annual assessments of risk associated with our executive compensation programs, policies and procedures;

mitigate undue risk associated with our compensation programs through a Clawback Policy;

enter into “double trigger” change in control agreements with executive officers;

do not have excise taxgross-up provisions in any change in control agreements;

do not enter into employment contracts with executives other than our CEO;

mitigate the potential dilutive effect of equity awards through a share repurchase program;

prohibit hedging transactions, pledging and short sales by our executive officers; and

do not provide significant perquisites.

Executive Compensation Philosophy, Goals and Process

The Committee’s philosophy is to fairly compensate all employees, including executives, for their contributions to Plexus, appropriately motivate employees to provide value to Plexus’ shareholders and consider the ability of Plexus to fund any compensation decisions, plans or programs. Fair compensation must balance both short-term and long- term considerations and take into account competitive forces, best practices, and the performance of Plexus and the employee. Compensation packages should also motivate executives to make decisions and pursue opportunities that are aligned with the interests of our shareholders, while not exposing the Company to inappropriate risk. Finally, the Committee considers Plexus’ financial condition, the conditions in Plexus’ industry and end markets, and the effects of those conditions on Plexus’ sales and profitability in making compensation decisions.

Plexus’ executive compensation program is designed to provide a rational, consistent reward system that:

attracts, motivates and retains the talent needed to lead a complex global organization;

drives global financial and operational success that creates shareholder value without encouraging inappropriate risk-taking;

encourages behaviors that improve Plexus’ performance and maximize shareholder value, and fosters a culture of Company ownership among executive officers; and

appropriately balances Company performance and individual contributions towards the achievement of success.

For a discussion of the Committee’sdecision-making process, its use of consultants and the role of Plexus’ executive officers and staff, see “Corporate Governance—Board Committees—Compensation and Leadership Development Committee—Overview of the CompensationDecision-Making Process” above.

Performance Measures Intended to Maximize Shareholder Value

The Committee and the Company believe that shareholder value is maximized through revenue growth and generating a return on invested capital (“ROIC”)ROIC that exceeds the Company’s weighted average cost of capital (“WACC”).WACC. We refer to the amount of excess return when comparing these measures as economic return. The importance of achieving revenue growth and economic return goals has been emphasized by making a substantial component of each executive officer’s compensation dependent on the Company’s achievement of these goals, with executives maximizing their annual incentive compensation opportunity if the Company achieves its organic revenue growth and economic return goals.

The Company’s annual and long-term

Within our long term incentive compensation plans use return on capital employed (“ROCE”), a derivative measure to ROIC that excludes taxes and equity-based compensation costs, to determine economic return. ROCE is a specific performance measure in our annual plan because we believe that there is better line of sight to our performance for the broad employee population, who also participate in the annual plan, and it is readily set and measured on an annual basis. Though the base measurement for a portion of the PSUs in our long-term plan is derived from ROCE, we use economic return as thea performance measure because our WACC may change during the performance period.for PSUs. Relative TSR is also used as a performance measure for PSUs. The Committee also believes it is important to balance absolute and relative measures in an effort to account for both internal and external influences on Company performance. Below is a summary of theThe performance measures used by the Company’s annual and long-term incentive plans.plans are described further within the “Elements and Analysis of Direct Compensation.”
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MEASURE
PLAN
PAYMENT
PURPOSE

Measure

Plan

Payment

Purpose

Revenue Growth

Annual – VICP

Cash
Cash

Revenue growth drives Company performanceis the result of a sound strategy effectively executed and contributes to increasingincreases shareholder value when deliveringcombined with economic return.

ROCE

ROIC

Annual – VICP

Cash
Cash

Drive

We deliver economic return by driving improvements in ROIC through a focus on achievingcombination of operating incomemargin performance and workingprudent capital in excess of our WACC. Economic return is implicit in the calculation of ROCE for our annual incentive plan.

investment.

Economic Return

Long-term – PSU

Equity
Equity

Drive

Delivering economic return through a focus on achieving operating incomeover the long-term generates shareholder wealth and working capital in excess of our WACC.

mitigates short-termism.

Relative TSR

Long-term – PSU

Equity
Equity

Relative TSR is an appropriate performance metric primarily because it is objectively determinable, provides rewards that are aligned to relative performance through varying economic cycles and reflects the delivery of value to shareholders over the three year performance period.

shareholders.

Finally, the Committee recognizes that certain non-financial goals are important to position the Company for sustainable long-term success. The Committee works with management to identify these goals and they often comprise personal objectives under the VICP. These goals could include important system and process improvements, talent development priorities, and ESG initiatives, amongst others.
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PROGRAM COMPONENTS & LINK TO BUSINESS STRATEGY AND PERFORMANCE
Below are illustrations of Executive Compensationthe performance of our compensation program measures and Benefitstheir relationship to creating shareholder value. To drive value, both growth and economic return are critical.

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Plexus uses the following compensation reward components, which work together to create competitive compensation arrangements for our executive officers:

Reward Component

Purpose

Base Salary

Base salary is intended to provide compensation which is not at risk; however, salary levels and subsequent increases are not guaranteed. Base salary is designed to offer regular fixed compensation for the fulfillment of the duties and responsibilities associated with the job roles of our executives and employees. In addition, base salary is a baseline consideration for attracting and retaining talented individuals.

Annual Incentive

Our annual cash incentive compensation plan, the VICP, is designed to reward employees for the achievement of important corporate financial goals. There is also a component of the VICP that rewards employees for the attainment of individual and/or team objectives. The opportunity to earn annual cash incentive payments under the VICP provides a substantial portion of compensation that is at risk and that depends upon the achievement of measurable corporate financial goals and individual objectives. As distinguished fromequity-based compensation, which is significantly affected by market factors that may be unrelated to our results, the design of the VICP offers incentives based on our direct performance. We use payouts from the VICP to provide further incentives for our executive officers and employees to achieve these corporate financial goals and individual objectives. As it applies to executive officers, the VICP is asub-plan of the Incentive Plan.

Long-Term Incentives

A substantial part of compensation, which is also at risk, is long-term equity-based compensation, awarded in fiscal 2019 in the form of PSUs and RSUs under the Incentive Plan. Our long-term incentives are designed to tie a majority of our key executives’ total compensation opportunities to Plexus’ market performance and the long-term enhancement of shareholder value, as well as to encourage the long-term retention of these executives and other key employees.

Reward Component

Purpose

Benefits

The health and well-being of our employees and their families is important to us. Therefore, we provide all of our employees with various benefits, such as health and life insurance. Offering these benefits also assists the Company in attracting, as well as retaining, executive officers and key personnel.

Retirement Plans

The Company maintains retirement plans to help our employees provide for their retirement on atax-advantaged basis. Offering retirement plans helps the Company to attract and retain qualified employees, as well as meet competitive conditions. The Company’s 401(k) Plan includes a Plexus stock fund as one of its investment choices to permit employees to maintain Plexus ownership if they wish. The Company also provides a supplemental executive retirement plan under which certain executives may elect to defer compensation; the Company also makes additional contributions on their behalf.

Agreements

Only our current Chief Executive Officer has an employment agreement, which is intended to help assure the continuing availability of his services over a period of time and protect the Company from competition post-employment. All executive officers have change in control agreements to help assure that they will not be distracted by personal interests in the case of a potential acquisition of Plexus and to assist in maintaining their continuing loyalty. The change in control agreements utilize a double trigger and do not include excise taxgross-up provisions.

Elementsofficers. Greater detail is described in “Elements and Analysis of Direct Compensation

OverviewCompensation.”

PAY
ELEMENT
DESCRIPTION
PAYOUT
MEDIUM, TIMING AND AMOUNT
Base Salary
(Fixed)
Market competitive base salary reflecting knowledge, skills, experience, responsibility, potential, and performance
Paid in Cash
Paid Currently
Fixed Amount
Annual Incentive
(Variable)
Cash incentive based on the achievement of annual Company financial metrics (40% revenue growth, 40% ROIC) and personal objectives (20%)
Paid in Cash
Paid Annually
0%-200% of Target
Long-Term Incentive
(Variable)
25% PSUs based on TSR
Paid in Equity
Paid After Three Year Performance Vesting
0%-200% of Target (for grants prior to fiscal
2021) or 0%-150% of Target (for grants in
fiscal 2021 and ongoing)
25% PSUs based on economic return
Paid in Equity
Paid After Three Year Vesting Period
0%-200% of Target
50% Restricted Stock Units
Paid in Equity
Paid After Three Year Vesting Period
Plexus also offers other reward components to competitively compensate our employees:
Health and Welfare Benefits: to promote the health and well-being of our employees and families, such as health and life insurance.
Retirement Plans: to help our employees plan for their retirement. In addition to a 401(k) Plan, the Company also provides a supplemental executive retirement plan under which certain executives may elect to defer compensation; the Company also makes additional contributions on their behalf.
Agreements: Only our current Chief Executive Officer has an employment agreement, which is intended to help assure the continuing availability of his services over a period of time and protect the Company from competition post-employment. All executive officers have change in control agreements to help assure that they will not be distracted by personal interests in the case of a potential acquisition of Plexus. The change in control agreements utilize a double trigger and do not include excise tax gross-up provisions.
Elements & Analysis of Direct Compensation

OVERVIEW OF DIRECT COMPENSATION
Total direct compensation for executive officers at Plexus consists of three primary components—salary, annual cash incentive payments under the VICP and long-term equity-based awards. Each of these components is complementary to the others, addressing different aspects of direct compensation and seeking to motivate employees, including executive officers, in varying ways. The Committee reviews the total compensation package of each executive officer to determine whether it is reasonable.
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Setting Compensation Levels

The Committee uses a combination of peer company data and several published general industry and electronics industry surveys to provide insight into the competitiveness of each component of compensation offered to Plexus’ executive officers. This data is compiled and analyzed by Plexus human resources leaders, who then meet with the Committee’s compensation consultant to help the consultants understand Plexus’ business model, organizational structure and compensation philosophy. The compensation consultant, Plexus human resources personnel, and our CEO discuss the analysis, rationale and methodology, and make recommendations to the Committee. Our CEO is excluded from CEO compensation discussions.
When assessing the competitiveness of compensation and making compensation determinations, the Committee’s process includes a review and analysis of various factors, including:

Company financial results;

anAn internal calibration of base compensation as well as short-term and long-term award levels;

individualIndividual stock ownership and grant practices for the CEO and other officers;

theThe proportion of pay between the CEO compared to those at other levels in the organization;

pay-for-performancePay-for-performance and retention incentives;

deferredDeferred compensation arrangements and accumulated value; and

reasonablenessReasonableness of compensation as a whole.

In performing these analyses, the Committee uses tally sheets, which incorporate these factors to provide a comprehensive view of Plexus’ total compensation for each executive and payout exposure under various performance scenarios.

When determining the appropriate competitive target compensation for each executive, the Committee uses comparable pay information as a point for reference. Through this form of benchmarking, the Committee does not aim for

any particular numerical or percentage tests as compared to peer company data or surveys; however, it generally views the 50th percentile of market data as a reasonable comparison and uses its judgment following the review of multiple data points to arrive at individual pay determinations. In that consideration, the Committee discusses total compensation (including outstanding equity awards) for all executive officers, the level of experience and leadership each provides, and financial and personal performance results. The Committee seeks to appropriatelyproperly position the total target direct compensation of the Company’s executive officers and to balance different types of compensation (including equity) in order to promote retention and strong Company performance. The Committee believes this approach results in a comprehensive and thoughtful compensation review process because it allows the Committee to use discretion when appropriate in responding to particular circumstances. The Committee intends to continue these practices in the future.

Use of Peer Companies

To understand

For compensation planning purposes, the reasonablenessCommittee has constructed a peer group in order to compare the compensation of compensationPlexus’ executive officers with that paid by other companies. Companies were chosen for the peer group using filtering criteria such as:
Company size and further enhanceperformance (revenue, assets, market capitalization, performance criteria);
Companies identified as competitors and/or in the Committee’s knowledge of market practices, thesame industry;
Geographic footprint;
Company image;
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Organizational complexity; and
Financial structure.
The Committee has established a group of peer companies for comparison purposes using the selection criteria discussed below.above. The Committee conducts reviews of the peer group and selection criteria on a periodic basis to ensure that both are appropriate. As previously disclosed, during fiscal 2018, the Committee, with the assistance of Willis Towers Watson, made adjustments to the peer group for fiscal 2019 compensation planning purposes. Using the selection criteria, Amphenol Corporation and Viavi Solutions Inc. were removed. Fabrinet, TransDigm Group Incorporated and TTM Technologies Inc. were added to the peer group on account of each being more closely aligned with Plexus from a financial and industry perspective, as well as because each of those companies is more likely to compete with Plexus for talent.

The peer group is reviewed and adjusted by the Committee annually. KYOCERA AVX Components Corp. was approved as a peer but was subsequently acquired; as such, peer compensation from that entity was usednot included in the analysis the Committee reviewed when determining fiscal 2021 pay or for fiscal 20192022 executive compensation planning and is also being used for fiscal 2020 planning consisted of the following companies:

planning.
PEER GROUP FOR SETTING 2021 PAY
Amkor Technology, Inc.
Fabrinet
Sanmina Corporation
KYOCERA AVX Components Corp.

•   ARRIS Group, Inc.

•   Esterline Technologies Corporation

Flex Ltd.

•   

Teledyne Technologies Inc.

•   AVX Corporation

•   Fabrinet

•   TransDigm Group Incorporated

•   

Benchmark Electronics, Inc.

•   Harris Corporation

Jabil Inc.

•   

Trimble Navigation Limited

•   

Bruker Corporation

•   

Keysight Technologies, Inc.

•   

Triumph Group, Inc.
Celestica Inc.
Moog Inc.
TTM Technologies, Inc.

CommScope Holding Company, Inc.

•   Celestica Inc.

•   

PerkinElmer, Inc.

•   

Vishay Intertechnology, Inc.

•   

Curtiss-Wright Corporation

•   Sanmina

Regal Rexnord Corporation

Waters Corporation

Companies were chosen for the peer group using filtering criteria such as:

industry codes,

DISTRIBUTION OF PAY COMPONENTS

companies identified as competitors or which identified Plexus as a peer,

company size and employee base,

profitability and financial performance, and

geographic footprint, employee profile and company complexity.

The Committee also considered financial peers that were not in a similar business, but were similar in size and financial performance to Plexus. The Committee currently plans to review the composition of the peer group during fiscal 2020 to ensure that it remains appropriate.

Distribution of Pay Components

The Committee believes that a majority of executive compensation should be at risk and that the CEO’s percentage at risk should be the highest. VICP targets for the named executive officers other than Mr. Kelsey ranged from 70% to 85% of base salary in fiscal 2019,2021, with the opportunity to earn cash incentives beyond those levels if Plexus exceeded its targeted financial goals. In the case of Mr. Kelsey, the potential target compensation at risk as a percentage of base salary was 125% in fiscal 2019,2021, reflecting his overall greater responsibility for the Company. In fiscal 2019,2021, long-term incentives for executive officers were granted in the form of: (i) RSUs that vest based on continued service, and promotewhich promotes a long-term ownership mentality; and (ii) PSUs, which represent compensation that is at risk since these awards will be forfeited if performance is below a threshold level.

Except in the case of promotions or other special circumstances, compensation adjustments and equity awards for executivesexecutive officers are targeted for implementation in the second quarter of each fiscal year to align with the Company’s internal performance management cycle and changes to the compensation of its othernon-executive employees. The Committee considers both individual and Company performance in making these determinations, and believes that this timing forges a strong link between performance and pay.

The resulting total targeted direct compensation mix used for fiscal 20192021 for Mr. Kelsey our Chief Executive Officer, and the average for the other named executive officers is illustrated in the charts below:

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LOGO

As previously mentioned, when determining each of the individual pay components discussed below, the Company and the Committee reviewmarket-based comparisons and other sources of comparative data to assist in establishing appropriate compensation for its executive officers, including peer group analysis and otherthird-party survey data as reference points for compensation practices.

Base Salary

The Committee expects to determine fiscal 2020 base salary adjustments for our executive officers in December 2019, after it has reviewed and considered the analysis discussed above in “Corporate Governance–Board Committees–Compensation and Leadership Development Committee–Overview of the Compensation Decision-Making Process–Use of Consultants.” As noted above, the effective date of any adjustments for our executive officers is generally targeted for January in order to be aligned with the Company’s other U.S. salaried employees.

BASE SALARY
Factors Considered inIn Determining Base Salary

Prior to establishing the base salary level and increases for the CEO and approving salary levels for other executive officers, the Committee takes into consideration various factors. These factors include:

compensationCompensation data from our peer group,

group;

salarySalary increase trends for executive base pay and other information provided in published surveys,

surveys;

anAn in-depth total rewards analysis with comparisons to peer group and survey data,data; and

individualIndividual executive officers’ performance, duties and responsibilities, and their relative authority within Plexus.

With respect to the CEO’s base salary and increases (as well as other compensation actions that impact the CEO), the

The Committee uses this information and meets in executive session to discuss appropriate pay positioning and pay mix based on the data gathered. With respect to the other executive officers, the CEO uses similar data and submits his recommendations to the Committee for final determination. The data gathered in the determination process helpshelp the Committee to test for fairness, reasonableness and competitiveness. While the Committee takes into account the Company’s compensation philosophy and goals and follows a holistic approach to executive compensation packages, its final determinationsdetermination may incorporate the subjective judgment of its members, as well.

Executive officer base salary increaseschanges may include the following two components:

Competitive Adjustments. If executive officer salaries fall belowout of alignment with the competitive median range when we compare them toof our peer group and survey data, we consider increasingchanging the salaries to a more competitive level. In some cases these competitiveCompetitive adjustments may take place over amulti-year period and may depend on individual performance.

Performance-Based Merit Increases. If executive officer salaries are found to be at an appropriate level when we compare them to the peer group and general industry survey data for the position, then a separateSeparate merit increase may be provided based on individual performance, if appropriate.

2019

2021 Base Salary Adjustments

Base salary adjustments for 20192021 were approved by the Committee in December 20182020 for all executive officers. When considering compensation adjustments, the Company has placed a greater emphasis on annual and long-term incentive opportunities, as opposed to base salary, since they are performance-based, represent compensation that is at risk, promote the creation of shareholder value and are intended to further align the interests of executive officers with those of our shareholders. Our CEO’s base salary is higher than those of our other executive officers because of the more extensive and challenging duties and responsibilities associated with that position. In addition, the CEO’s total compensation is more heavily weighted toward performance-based compensation when compared to the total compensation of our other executive officers.

For 2019,2021, Mr. Kelsey’s base salary was set at $965,000,$1,000,000, which represented an increase of 2.7%was unchanged from his previous salary. As a result, the base salary for Mr. Kelsey is positioned near the median of peer group and market comparisons.

Increases for our other named executive officers varied from 2.4%0.9% to 5.0%7.6%. Base salary increases for 20192021 for our otherthese named executive officers represented a combination of competitive adjustments andwere due to merit increases. Variations between thethese named executive officers reflected competitive conditions and the Committee’s view of the named executive officers’ duties, responsibilities and performance. The Committee believed that base salaries for our otherthose named executive officers were appropriately aligned with peer group and market comparisons, and were awarded based on individual performance.
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Presented below are the 20192021 base salaries and percentage increases as compared to the prior year for our named executive officers:

   
Executive Officer    

2019

Base Salary

  

Percentage Increase        

Compared to 2018        

 

Mr. Kelsey

 

    

 

$965,000

 

  

 

2.7%

 

 

Mr. Frisch

 

    

 

$562,500

 

  

 

4.2%

 

 

Mr. Jermain

 

    

 

$510,000

 

  

 

4.1%

 

 

Mr. Ninivaggi

 

    

 

$455,000

 

  

 

4.6%

 

 

Mr. Darroch

 

    

 

$430,000

 

  

 

2.4%

 

Annual Incentive

Plan Structure

EXECUTIVE OFFICER
2021
BASE SALARY
PERCENTAGE INCREASE
COMPARED TO 2020*
Mr. Kelsey
$1,000,000
0%
Mr. Frisch
$605,000
4.3%
Mr. Jermain
$565,000
7.6%
Mr. Ninivaggi
$490,000
4.3%
Mr. Darroch
$465,498
0.9%
*
Percentage increase for Mr. Darroch represents the merit increase in the currency in which he is paid (GBP). Fiscal 2021 Base Salary for Mr. Darroch is represented in U.S. dollars exchanged at the spot rate of 1.3671 on the effective date of the merit increase.
ANNUAL INCENTIVE COMPENSATION (AT RISK)
The VICP provides annual cash incentives to approximately 3,7003,850 participants, including all of our executive officers. For executive officers, the VICP is asub-plan of the Incentive Plan. The award opportunity levels for each participant are expressed as a percentage of base salary. In fiscal 2019, the targeted award opportunity for Mr. Kelsey was 125% of base salary, and the targeted award opportunities for our other

For executive officers, varied from 70% to 85%the VICP is a sub-plan of base salaries. The targeted award opportunities for other participants varied from 3% to 60% of base salaries.

The targeted award opportunity for Mr. Kelsey, which was increased from 120% to 125% of base salary, alignedthe Incentive Plan with peer group and market comparisons and reflected the Company’s intent to weight a significant portion of his potential compensation toward performance-based elements of our compensation program. Annual incentive opportunity targets for our other executive officers have been increased in recent years as a result of adjustments for market competitiveness, promotions and other increases in responsibilities, as well as due to an increased emphasis on incentive compensation. Offering a greater percentage of compensation at risk is intended to more strongly link executive compensation with Company performance and shareholder returns. The Committee believes thatat-risk compensation should be in line with the median of these comparisons, including for newly assumed roles, to ensure alignment between executives’ and shareholders’ interests.

Our executive officers also have the opportunity to earn above their targeted award opportunities based on the achievement of corporate financial goals. Higher levels of duties and responsibilities within Plexus lead to higher cash incentive opportunities under the VICP because the Committee believes that heightened responsibility leads to more influence on corporate performance. In addition, competitive factors drive relatively higher reward opportunities for those positions. For each executive officer, 80% of the targeted award is keyed to the corporate financial goals; the remaining 20% of the targeted award is keyed to the achievement of individual objectives. Offering a greater percentage of compensation tied to performance measures is intended to more strongly link executive compensation with Company performance and shareholder returns.

The table below lists the fiscal 20192021 VICP award opportunities for the named executive officers, expressed as a percentage of base salary:
EXECUTIVE OFFICER
2021 THRESHOLD
AWARD (%)
2021 TARGETED
AWARD (%)
2021 MAXIMUM
AWARD (%)
Mr. Kelsey
0%
125%
250%
Mr. Frisch
0%
85%
170%
Mr. Jermain
0%
80%
160%
Mr. Ninivaggi
0%
70%
140%
Mr. Darroch
0%
70%
140%
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Executive Officer 

Fiscal 2019

Threshold Award as a

Percentage of

Base Salary

 

Fiscal 2019

Targeted Award as a

Percentage of

Base Salary

 

Fiscal 2019

Maximum Award as a

Percentage of

Base Salary

Mr. Kelsey

 

0%

 

125%

 

250%

Mr. Frisch

 

0%

 

  85%

 

170%

Mr. Jermain

 

0%

 

  75%

 

150%

Mr. Ninivaggi

 

0%

 

  70%

 

140%

Mr. Darroch

 

0%

 

  70%

 

140%

The VICP provides for payments relating to corporate financial goals both below and above the targeted awards by establishing specific threshold levels of corporate performance at which payments begin to be earned and maximum payout levels beyond which no further payment is earned. The payout for our executive officers at the maximum payout level is 200% of the targeted award (including the 20% individual objectives component).award. The Committee believes that the opportunity to receive a payout above target should be based solely on achieving corporate financial goals. Therefore, to achieve the maximum payout of 200% of the targeted award, executive officers must achieve 90% payouts for each of the revenue and ROIC components of the VICP, with the individual objectives component comprising the balance at a maximum of 20%. Payments to participants are not permitted under the VICP unless the Company achieves net income for the plan year.

The VICP provides that extraordinary items or charges should be excluded from fiscal year results. In addition, the Committee has the authority to exclude certain items, such as equity-based compensation costs and othernon-recurring or unusual charges, when determining the achievement of the corporate financial goals. Equity-based compensation costsIn 2021, the Company incurred restructuring charges and, charges relatedin addition, COVID-19 had an impact on the Company’s financial results; however, the Committee made no adjustments to financial goals under the continued implementation of U.S. tax reform were excluded

for fiscal 2019. The Committee also excluded costs associated with restructuring activities, which are intended to improve future operations.

2019VICP.

2021 Plan Design – Company Financial Goals

Our financial and compensation models align with our business strategy. The specific corporate financial goals for fiscal 2019,2021, each of which stood independently of the other with regard to award opportunities, were revenue and ROCE.ROIC. The goals were chosen because they alignedperformance-based compensation to the key financial metrics that the Company used internally to measure its ongoing performance and that it used in its financial plans. The fiscal 20192021 targets for these goals were set as part of our annual financial planning process and continue to align with our enduring financial goals. For each of the corporate financial goals, we also established specific “threshold” and “maximum payout”“maximum” payout levels of achievement as part of that process.

For the purposes of the VICP, ROCEROIC is generally defined as tax-effected annual operating income before taxes and excludingequity-based compensation costs divided by the five-point quarterly average of Capital Employed duringinvested capital over a five quarter period for the year. Capital Employedfiscal year and the prior fiscal year fourth quarter. Invested capital is defined as equity plus debt and operating lease liabilities, less cash and cash equivalents and short-term investments. The VICP calculation excludesequivalents. Revenue is defined as the items mentioned above because these factors do not reflect the operating performancefiscal 2021 net recognized sales of the Company whichfor financial statement purposes. The Committee has discretion to adjust ROIC to account for the effects of extraordinary items. No award is whatpayable to any participant under the VICP is intendedunless we have net income for the fiscal year. In the event of results that are below the revenue and the ROIC threshold levels, the VICP may pay out only in respect to reward. For the same reasons, whenportion based on individual objectives. When determining ROCEROIC for VICP awards, extraordinary items or charges, such as restructuring costs and/orand non-recurring charges, are disregarded, except as otherwise determined by the Committee in its discretion. Further discretionDiscretion was not exercised by the Committee in fiscal 2019.

No award is paid for any component of the VICP if Plexus incurs a net loss for the fiscal year (excluding equity-based compensation costs and, at the Committee’s sole discretion,non-recurring or restructuring charges). Awards for performance between the threshold and target level, and between the target and maximum levels, are calculated by straight-line interpolation.

2021.

For fiscal 2019,2021, in accordance with Plexus’ strategic plan and the Committee’s philosophy of aligning compensation with the Company’s enduring goals, the Committee setestablished the performance levels for each metric with a focus on achieving our enduring financial goals using the philosophydescribed below:

Threshold
Target
Maximum Payout
Revenue
ThresholdTargetMaximum Payout

Revenue

Equal to prior year revenue

Midpoint between threshold and maximum payout

Equal to 12% revenue growth

ROCE

ROIC

Equal to Plexus’ WACC
Midpoint between threshold and maximum payout
Equal to Plexus’ WACC plus 500 basis points

Midpoint between threshold and maximum payout

Equal to Plexus’ WACC plus 1,000 basis points

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The Committee believes that setting the maximum payout levels for revenue and ROCEROIC consistent with our financial goals fully aligns employees with financial results that maximize value to our shareholders, without encouraging inappropriateexcessive risk-taking. Threshold levels for both metrics were set at the minimum levels of performance at which Plexus believes it begins generating value for our shareholders. Target levels for revenue and ROCE,ROIC, which were set between the threshold and maximum payout levels, were intended to be challenging, but achievable, based on industry conditions and Plexus’ financial plan.

Awards for performance between the threshold and target level, and between the target and maximum levels, are calculated by straight-line interpolation.

The following table sets forth the fiscal 20192021 financial targets and potential VICP payout amounts (as a percent of targeted VICP cash incentive) for the named executive officers, at the threshold, target and maximum payout performance levels:

 
THRESHOLD
TARGET
MAXIMUM PAYOUT
Component
Goal
Payout
Goal
Payout
Goal
Payout
Revenue (in millions)
$3,390
0%
$3,593
40%
$3,797
90%
ROIC
8.1%
0%
10.6%
40%
13.1%
90%
Individual Objectives
up to 20%
 
up to 20%
up to 20%
Total Potential Incentive = Revenue + ROIC + Individual Objectives
up to 20%
 
up to 100%
up to 200%
    
    Threshold  Target  Maximum Payout
       
Component  Goal  Payout  Goal  Payout  Goal Payout
       

 

Revenue (in millions)

  

 

$2,874

  

 

0%

  

 

$3,046

  

 

40%

  

 

$3,219

 

 

90%

       

 

ROCE

  

 

14.0%

  

 

0%

  

 

16.5%

  

 

40%

  

 

19.0%

 

 

90%

       

 

Individual Objectives

     

 

up to 20%

     

 

up to 20%

    

 

up to 20%

       

Total Potential Incentive = Revenue + ROCE + Individual Objectives

 

     up to 20%     up to 100%    up to 200%

In fiscal 2019,2021, revenue was $3,164$3,369 million and ROCEROIC was 17.9%15.4%. Therefore, the Company’s performance was betweenbelow the targetthreshold payout for revenue and was above the maximum payout levelslevel for both revenue and ROCE.ROIC. As a result, Plexus paid awards for corporate financial performance to executive officers and other employees based only on revenue and ROCEROIC performance; total payments to executives represented 141.4%90% versus the target of 80% for corporate financial performance. Plexus’ actual performance in fiscal 2019 as compared to these performance levels is illustrated in the following graphs:

LOGO

2019

2021 Plan Design – Individual Objectives

The Committee determines and approves the individual objectives established for the CEO and the other executive officers. For fiscal 2019,2021, common individual objectives were shared by all executives,executive officers, including Mr. Kelsey and the other named executive officers. Attainment of the individual objectives represents 20% of the potential targeted VICP award; however, no such award may be earned based on individual objectives unless the Company achieves positive net income for the plan year. The Committee’s assessment of individual objectives is based on their likely impact on the achievement of the Company’s annual financial plan and other longer-term strategic priorities, their effect on shareholder value and their alignment with one another.

The fiscal 20192021 shared individual objectives for all of our named executive officers concentrated on supply chain performance, talent development, technology standardization, operational excellence(a) reduction in transformation cost, which are the costs required to convert raw inventory into finished goods; (b) continued pursuit of the Company’s “zero defects” cultural journey, focused on quality improvement initiatives and employeegoals; (c) enterprise resource planning (ERP) system enhancements and customer

engagement.process improvements; and (d) enterprise risk management regarding business continuity. Mr. Kelsey provided the Committee with an assessment of the executive team’s performance on each shared individual objective and the Committee determined the ultimate award percentage level for each objective. Actual achievement of individual objectives for fiscal 2019, for which there was a potential payout equal to 20% of the targeted VICP award,2021 was based upon the Committee’s determination of the degree to which the objectives were completed by each member of the executive team. For fiscal 2019,As a result, all named executive officers including Mr. Kelsey, achieved 81.25%were awarded a 70-85% payout of the potentialpersonal objectives portion of the VICP, or a 14-17% payout versus the target of 20% for individual objectives.

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2021 Annual Incentive Compensation (At Risk) – Actual Payout
The following table sets forth the fiscal 2021 VICP total payout as a percentage of each named executive officer’s target award, capturing the fiscal 2021 results for the Company’s revenue and ROIC goals combined with the individual objectives payout.

Long-Term Incentives

 
ACTUAL PAYOUT
Component
Results
Payout
Revenue (in millions)
$3,369
0%
ROIC
15.4%
90%
Individual Objectives
70-85 %
14-17%
Total Payout as a Percent of Target
 
104-107%
2022 – Individual Objectives
A portion of the fiscal 2022 shared individual objectives for all of our named executive officers will include goals associated with the Company’s ESG program, specifically: (a) global reduction targets in energy usage in furtherance of the Company’s environmental sustainability activities; (b) creation of a new Employee Resource Group and expansion and enhancement goals related to the Company’s existing Employee Resource Groups to support the Company’s diversity and inclusion efforts; and (c) enhancement of the Company’s cybersecurity incident response plan to address evolving cybersecurity risks and to assess the Company’s governance and oversight structure in light of the changing cybersecurity landscape.
LONG-TERM INCENTIVES
Plan Structure

Total compensation, consistent with practices in our industry, places a particular emphasis on equity-based compensation for executive officers. Theshareholder-approved Incentive Plan allows, and its predecessor allowed, for various award types, including options, SARs, restricted stock awards (including RSUs), performance stock awards (including PSUs), other stock awards and cash incentive awards. Equity-based awards are intended to provide incentives to enhance corporate performance as well as to further align the interests of our executive officers with those of our shareholders. The Committee’s policy is to not“back-date” equity grants and, therefore, it did not back-date any equity grants in fiscal 2019. The reported values of the long-term incentive opportunities under equity plans can vary significantly from year to year as a percentage of total direct compensation because they are determined by valuing the equity-based awards on the same basis that we use for financial statement purposes; that value depends significantly on our stock price and its volatility at the time of the awards.

For fiscal 20192021 grants, and in furtherance of its emphasis onat-risk performance-based compensation, the Committee’s annual equity grant allocation formula for executives featurednamed executive officers consisted of 50% PSUs and 50% RSUs (with other keynon-executive employees receiving 100% RSUs).RSUs. The Committee believes that thethis equity grant allocation formula promotes a strongpay-for-performance link and further enhances the alignment of the interests of our executives with those of our shareholders. The equity grant allocation formula also is intended to promote share ownership (along with our equity ownership guidelines) and motivate our executives to succeed in the long-term. The Committee intends to continue to emphasize the use of performance-based awards for executive officers in future years.
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The Committee’s long-term incentive strategy allows for use of a portfolio approach when granting awards. Each element of the portfolio for fiscal 2019 is2021 was intended to address a different aspect of long-term incentive compensation, as set forth below:

PSUs provide an additional incentive for executive officers to create shareholder value. For grants since fiscal 2017, 50% of the PSUs granted vest based on goals related to average economic return performance and the other 50% vest based on the relative TSR performance of Plexus common stock as compared to companies in the Russell 3000 Index, each over a three year performance period. Vesting of the PSUs granted during fiscal 2016 was solely based on relative TSR performance during the three year performance period, which concluded during fiscal 2019.

PSUs provide an additional incentive for executive officers to create shareholder value. 50% of the PSUs granted vest over a three year period based on average economic return performance. Economic return, which is calculated as a three-point annual average, is used as a performance measure for the PSUs because it is a key focus of the Company’s financial model and is a metric that the Committee believes, when combined with revenue growth, is highly correlated with driving shareholder value. For any individual fiscal year, the economic return performance measure will be a minimum of 0% and a maximum of 5%.
The other 50% of PSUs granted vest based on the relative TSR performance of Plexus common stock as compared to companies in the S&P 400 Index over a three year performance period. The Committee believes that measuring TSR on a relative, rather than on an absolute, basis provides a more relevant measure of the performance of the Company’s stock. By mitigating the impact of macroeconomic factors (both positive and negative) that are beyond the control of the Company and its executives, relative TSR provides rewards that are better aligned to relative performance through varying economic cycles. PSUs also provide a retention incentive since these awards generally do not vest until the end of the three year performance period.

RSUs provide an interest in the value of the Company’s shares, because, even though they vest over time, they provide recipients with a certain equity interest, assuming continued employment. In addition to promoting retention, RSUs align the interests of executives and other employees who receive RSU grants with the interests of shareholders by building a long-term ownership mentality and providing motivation to succeed in the long term.

Stock options, which are not currently part of the Committee’sCompany’s shares, because, even though they vest over time, they provide recipients with a certain equity allocation formula, but were grantedinterest, assuming continued employment. In addition to promoting retention, RSUs align the interests of executives and other employees who receive RSU grants with the interests of shareholders by building a long-term ownership mentality and providing motivation to succeed in prior fiscal years, provide rewards based upon the appreciation in value to shareholders, as measured by the increase in our share price, and there is no value to these awards if our share price does not increase.

long term.

Annual Award Determination and Allocation Process

Each year the Committee reviews market data, individual performance and the estimated value of the entire pool of equity awards prior to making grants to executive officers, including when making grants in connection with promotions or other increases in responsibilities. Fornon-executive employees, the Committee approves a total pool of equity awards to be distributed by management based on market practice for individual jobs and allocated based on performance and potential to significantly impact the success of the Company in the future. These practices are intended to appropriately focus such individuals on increasing shareholder value and provide retention incentives, which support our succession planning activities.

Pursuant to its portfolio approach, in fiscal 2019,2021, the Committee distributed awards in the form of PSUs and RSUs to eligible participants, as discussed above. When making these determinations, PSUs that vest based on the relative TSR of Plexus common stock are valued using thea Monte Carlo valuationsimulation model, while the values of PSUs that vest based on economic return performance and RSUs are determined based on the fair market value of Plexus common stock. The Committee believes that the equity grant allocation formula promotes a strongpay-for-performance link and further enhances the alignment of the interests of our executives with those of our shareholders and motivates our executives to succeed in the long term.

The Committee determines the grant for the CEO and approves grants for all other executive officers. The CEO provides the Committee with initial grant recommendations for each executive officer other than himself by balancing the need to provide faircompetitive compensation with the desire to keep related compensation value and expense relatively stable from period to period. The Committee considers each executive officer’s duties, responsibilities and performance, as well as internal and external comparisons (for example, peer group comparisons and other third-party market surveys, as described above), when approving the grant value for each executive officer. Those in positions with more responsibility tend to receive larger grants to reflect their role in the Company and the market comparisons for their compensation. Also, as discussed above, for the CEO, the Committee uses the vested and unvested equity information, as well as the accumulated value analysis, to balance the level of existing awards with the desire to reward performance and to provide retention incentives.

The Committee continues its focus on increasing incentive award opportunities for our executive officers as a portion of total potential compensation in order to more strongly link executive compensation with Company performance and shareholder returns.
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Timing of Grants

Grants of PSUs are made in the fiscal second quarter; however, the performance goals for the PSUs are set in the fiscal first quarter. Grants of RSUs are generally made once a year during the fiscal second quarter, but may also be made in connection with new hires, promotions, other increases in responsibilities or in special situations. The Committee anticipates continuing to follow this grant schedule and practice for future grants.

Fiscal 20192021 Awards

Based on the Committee’s long-term incentive strategy, as well as individual responsibility and performance considerations, and reflecting all of the grants discussed above, the Committee granted the following equity awards to Mr. Kelsey and the other named executive officers and all other current executive officers as a group as follows in fiscal 2019:

   

 

Executive Officer

 

  

 

PSUs
(#)

 

   

 

RSUs
(#)

 

 

 

Mr. Kelsey

 

  

 

 

 

 

27,420

 

 

 

 

  

 

 

 

 

31,600

 

 

 

 

 

Mr. Frisch

 

  

 

 

 

 

10,380

 

 

 

 

  

 

 

 

 

11,960

 

 

 

 

 

Mr. Jermain

 

  

 

 

 

 

7,780

 

 

 

 

  

 

 

 

 

8,970

 

 

 

 

 

Mr. Ninivaggi

 

  

 

 

 

 

6,300

 

 

 

 

  

 

 

 

 

7,260

 

 

 

 

 

Mr. Darroch

 

  

 

 

 

 

5,330

 

 

 

 

  

 

 

 

 

6,150

 

 

 

 

 

All other executive officers

 

  

 

 

 

 

7,965

 

 

 

 

  

 

 

 

 

9,183

 

 

 

 

2021.

Executive Officer
PSUs (#)
RSUs (#)
Mr. Kelsey
29,800
32,070
Mr. Frisch
10,900
11,720
Mr. Jermain
7,690
8,280
Mr. Ninivaggi
5,770
6,210
Mr. Darroch
4,610
4,970
Vesting of 50% of the PSUs granted in fiscal 20192021 is based on a three-point annual average of the Company’s absolute economic return performance during the performance period; vesting of the other 50% is based on the relative TSR of Plexus stock as compared to the companies in the Russell 3000S&P 400 Index. Economic return is used as a performance measure for the PSUs because it is a key focus of the Company’s financial model and is a metric that the Committee believes, when combined with revenue growth, is highly correlated with driving shareholder value. Relative TSR is used because it is objectively determinable, provides rewards that are aligned to relative performance through varying economic cycles and reflects the delivery of value to shareholders over the performance period. Performance on these metrics will be determined following the conclusion of the relevant three year performance period.

In order to further align the Company’s financial model and business strategy to the payout of long-term incentives, the maximum payout on 50% of the PSUs is achieved when the three-point annual average economic return is at or above 5.0% over the three year performance period. If the maximum payout level is achieved, 200% of this portion of the PSUs will be earned. A target payout on this portion of the award will be achieved if the three-point annual average economic return is 2.5%; the Committee believes that this target is meaningfully difficult, but is achievable and appropriate for our industry. The CompanyCommittee believes it is appropriate for a portion of these awards to vest when the three-point annual average economic return exceeds 0.0% because any positive level of economic return generates shareholder value. If the Company does not achieve a positive three-point annual average economic return, this portion of the PSUs will not pay out. Below is the payout matrix for the portion of the PSUs that may be earned based on economic return performance (if performance is between the specified levels, the payout will be interpolated):
AVERAGE ECONOMIC
RETURN
PAYOUT
PERFORMANCE FACTOR
0% (Threshold)
0%
2.5% (Target)
100%
5.0% (Maximum)
200%
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Average Economic

Return

  

Payout

Performance Factor

0.0%

  

    0%

0.5%

  

  20%

1.0%

  

  40%

1.5%

  

  60%

2.0%

  

  80%

2.5%

  

100%

3.0%

  

120%

3.5%

  

140%

4.0%

  

160%

4.5%

  

180%

5.0%

  

200%

The TSR calculations will be based on the percentage change from the initial price to the final price during the performance period, which is three years from the date of grant, and will reflect the reinvestment of dividends, if any. The initial price reflects, andis calculated using the finalaverage closing price will reflect, aof common stock over the 30 calendar day period ending on the trading day immediately preceding the first day of the three year performance period. The final price is the average closing price.price of common stock over the 30 calendar day period ending on the last day of the three year performance period. The TSR calculations will be adjusted to reflect stock splits, recapitalizations and other similar events.
The portion of the PSUs that may be earned based on relative TSR performance will vest at target if the TSR of Plexus stock is at the 50th percentile of companies in the Russell 3000S&P 400 Index. A payout at maximum, which is 200%150% of the target award for this portion, may be achieved if the relative TSR of Plexus stock is at or above the 75th percentile of companies in the Russell 3000S&P 400 Index. The Committee believes that a relative TSR at or above this level would be reflective of significant achievement during the performance period. In order to receive a payout at threshold, which is 50% of the target award for this portion, the relative TSR of Plexus stock must be at or above the 25th percentile of companies in the Russell 3000S&P 400 Index. If the relative TSR of Plexus stock is below the 25th percentile, none of the PSUs will be earned and the awards will be forfeited.

The payout matrix for the portion of the PSUs granted in fiscal 20192021 that may be earned based on relative TSR performance is presented in the table below (if performance is between the specified levels, the payout will be interpolated):

RELATIVE TSR
PERCENTILE RANK
PAYOUT
PERFORMANCE FACTOR
Below 25th
0%

Relative TSR     

Percentile Rank     

25th (Threshold)

Payout     

Performance Factor     

50%

Below 25th

50th (Target)
    0%
100%

25th

  50%

30th

  60%

40th

  80%

50th

100%

60th

140%

70th

180%

75th and above

(Maximum)
200%
150%

Since relative TSR was the sole performance metric used for the fiscal 2016 PSUs, which vested in fiscal 2019, as discussed below, only the matrix above was used to determine the payout following the conclusion of the three year performance period.

For information regarding the performance of PSUs granted in fiscal 20192021 and prior fiscal years as of September 28, 2019,October 2, 2021, see the “Outstanding Equity Awards at FiscalYear-End” table below.

Annual awards of RSUs generally vest on the third anniversary of the grant, subject to early vesting on a change in control.

Fiscal 20162018 PSUs

The TSR of Plexus stock during the three year performance period for the fiscal 20162018 PSUs that ended in fiscal 20192021 was at the 68.362.5 percentile of companies in the Russell 3000 Index. As a result, and according to the payout matrix set forth above,applicable to this grant, this portion of the PSUs vested and paid out at approximately 173.2%150.0% of target after certification by the Committee.
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Fiscal 20172019 PSUs

The performance period with respect to the portion of the fiscal 20172019 PSUs that vested based on a three-point annual average of the Company’s absolute economic return concluded at the end of fiscal 2019.2021. Average economic return for the three year performance period was 5.3%. The three-year average for the 2019 PSUs was determined using Return on Capital Employed (ROCE), which was replaced by ROIC in the economic return calculation for the fiscal 2020 and 2021 PSU grants. ROCE is calculated by taking operating profit plus stock-based compensation and then dividing this total by average capital employed. As a result, and according to the matrix set forth above,established for the fiscal 2019 PSUs, this portion of the PSUs vested and paid out at 200.0%200% of target after certification by the Committee. The Committee plans to evaluate the performance of the portion of the fiscal 20172019 PSUs that vests based on relative TSR at its February 20202022 meeting.

Equity Ownership Guidelines

EQUITY OWNERSHIP GUIDELINES
The Company’s executive stock ownership guidelines are intended to increase the alignment between the interests of management and our shareholders. To accomplish these objectives, we require our CEO to own Plexus stock with a minimum market value equal to threefive times histheir annual base salary, our COO and ourCFO to own three times their annual base salary and other executive officers, including those named in the “Summary Compensation Table,” to own Plexus stock with a minimum market value equal to two times their annual base salary. Other Plexus leadership team members are required to own a value of Plexus common stock as determined by the CEO. Stock options and unvested equity awardsPSUs do not count toward the satisfaction of the guidelines. Unvested RSUs will count toward the satisfaction of these guidelines. These guidelines were augmented in early fiscal 2022 based upon a review of the market and specifically our peer group.
There is no specific time requirement to meet these guidelines. However, an executive officer is generally not permitted to sell Plexus shares that were acquired or awarded while an executive officer unless the applicable ownership requirement has been met; there are exceptions, including financing the exercise of stock options and any applicable taxes when the shares will be held, in connection with any applicable tax consequence related to the vesting of an equity award or with prior approval under special

circumstances. SevenAll of our eightnamed executive officers, including Mr. Kelsey, have met the ownership amounts required by the guidelines and all of our executive officers are in compliance with the procedural requirements of the guidelines.

Clawback Policy

CLAWBACK POLICY
Pursuant to the Plexus Corp. Executive Compensation Clawback Policy, in the event of a material restatement of the Company’s financial results as a result of significantnon-compliance with financial reporting requirements, the Committee will review incentive compensation that was paid to the Company’s executive officers under the VICP (or any successor plan thereto) based solely on the achievement of specific corporate financial goals (“covered compensation”) during the period of the restatement. If any covered compensation would have been lower had the covered compensation been calculated based on the Company’s restated financial results, the Committee will, as and to the extent it deems appropriate, recoup any portion of covered compensation paid in excess of what would have been paid based on the restated financial results. The Committee may seek the recovery of covered compensation for up to three years preceding the date on which the Company is required to restate its financial results.

This policy applies in addition to any right of recoupment against the Company’s Chief Executive Officer and Chief Financial Officer pursuant to the Sarbanes-Oxley Act of 2002. The policy does not apply in any situation where a restatement is not the result of significantnon-compliance with financial
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reporting requirements, such as any restatement due to a change in applicable accounting rules, standards or interpretations, a change in segment designations or the discontinuance of an operation.

Anti-Hedging and Anti-Pledging Policy

ANTI-HEDGING AND ANTI-PLEDGING POLICY
The Company’s Insider Trading Policy explicitly prohibits directors, officers and employees from engaging in transactions designed to hedge or offset a decrease in the price of the Company’s common stock, including, but not limited to, prepaid variable forward contracts, equity swaps, collars and exchange funds. Pledges and short sales of the Company’s securities are also prohibited under the Insider Trading Policy.

Elements and& Analysis of Other Compensation

In addition to direct compensation, Plexus uses several other types of compensation, some of which are not subject to annual Committee action. These include benefits, retirement plans and employment or change in control agreements.Theseagreements. These are intended to supplement the previously described compensation methodologies by focusing onlong-term employee security and retention. Certain of these plans allow employees to acquire Plexus stock.

Benefits

BENEFITS
We generally provide health and welfare benefits to our executive officers on the same basis as other salaried employees in the United States, although some benefit programs, as discussed elsewhere, are specifically targeted to our executive officers’ specific circumstances.Consistentcircumstances. On January 1, 2020, the executive flexible perquisite benefit, valued up to $15,000 per calendar year, was eliminated; however there may be some benefit showing in the Summary Compensation Table due to the difference between the fiscal and calendar years. The flexible perquisite benefit was intended to be used for expenses such as personal financial planning, spouse travel costs in connection with competitive practice, thebusiness-related travel, club membership and/or tax and estate advice. The Committee approves certainalso approved additional perquisites and other benefits for our CEO and the other executive officers in addition to those received by all U.S. salaried employees. The additional perquisites and other benefits for certain of our executive officers are: a flexible perquisite benefit valued at up to $15,000 per calendar year to be used for expenses such as personal financial planning, spouse travel costs in connection with business-related travel, club memberships and/or taxcompany car and estate advice; a company car; andadditionaladditional life and disability insurance due to the dollar limits of the Company’s disability insurance policies. As a result of local law and custom, different but comparable insurance programs and other benefits may apply to personnel who are located in countries outside of the United States, as well as to executive officers who may be temporarily assigned outside of the United States, if any.

In connection with Mr. Darroch’s movement between the United Kingdom and the United States, he also received in the past, and will receive in the future, certain relocation and related benefits, which are discussed in footnote 5 to the “Summary Compensation Table.”

Retirement Planning – 401(k) Plan

RETIREMENT PLANNING - 401(K) PLAN
The 401(k) Plan, which is available to substantially all U.S. employees, allows employees to defer a portion of their annual salaries into their personal accounts maintained under the 401(k) Plan. In addition, Plexus matches a portion of each employee’s contributions, up to a maximum of $11,200$11,600 per calendar year. Employees have a choice of investment alternatives, including a Plexus stock fund.

Retirement Planning

RETIREMENT PLANNINGSupplemental Executive Retirement Plan

As a consequence ofSUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

In response to Internal Revenue Code (the “Code”) limitations on compensation that may be attributed to tax qualified retirement plans (such as the 401(k) Plan), we have also developed a supplemental executive retirement plan. Plexus’ supplemental executive retirement plan (the “SERP”) is a deferred compensation plan that allows participants to defer taxes on current income. The SERP covers our executive officers and certain other executives, and provides a retirement savings alternative to address their particular circumstances and promote a long-term commitment to Plexus until
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retirement. All U.S.-based executive officers participate in the SERP. Under the SERP, those executivesexecutive officers may elect to defer compensation and Plexus may also make discretionary contributions. Additionally, Plexus has purchasedCompany-owned life insurance on the lives of certain executives to meet the economic commitments associated with this plan. The SERP allows the investment of deferred compensation amounts on behalf of the participants into individual accounts and, within these accounts, into one or more designated mutual funds or other investments. These investment choices do not include Plexus stock. Deferred amounts and any earnings that may be credited become payable upon termination, retirement from Plexus or in accordance with the executive’s individual deferral election.

Additionally, the Company may credit a participant’s account with a discretionary employer contribution. Any employer contributions to the SERP require approval of the Committee. The SERP provides a vehicle for the Company to restore the lost deferral and matching opportunity caused by tax regulation limitations on such deferrals and matched contributions for highly compensated individuals; the Committee believes these limitations make supplemental retirement plans common practice in general industry. The Committee also believes that further retirement compensation through the SERP is appropriate based on the market for executive compensation and its desire to provide an incentive for executives to remain with Plexus through retirement.

Fiscal 2019 Plan Activity

FISCAL 2021 PLAN ACTIVITY

Contribution Formula. Under a funding plan adopted by the Committee, theThe SERP provides for an annual discretionary contribution of the greater of (a) 9% of the executive’s total targeted cash compensation, minus Plexus’ permitted contributions to the executive officer’s accountand we made such a contribution in the 401(k) Plan, or (b) $13,500.fiscal 2021. Total targeted cash compensation is defined as base salary plus the targeted annual incentive plan cash incentive at the time of the Company’s contribution. The Committee adopted this approach for discretionary contributions to reflect competitive practices based on the research, analysis and recommendations of Willis Towers Watson, its compensation consultant for that program.

Employer Contributions. For fiscal 2019,2021, the total employer contributions to the SERP accounts was $477,529$466,025 for all named executive officer participants as a group, including $181,939$202,500 for Mr. Kelsey. See footnote 56 to the “Summary Compensation Table.

Special Contributions. The SERP also allows the Committee to make discretionary contributions over and above the annual contribution noted above, and such contributions have been made in individual cases from time to time. However, in fiscal 2019,2021, the Committee did not make any such contributions toon behalf of the named executive officers.

Employment and Change in Control Agreements

EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
We do not generally have employment agreements with our executive officers other than our Chief Executive Officer. All executive officers, including Mr. Kelsey, have change in control agreements to help assure that these individuals will not be distracted by personal interests and will maintain their focus on shareholders in the case of a potential acquisition of Plexus, as well as to maintain their continuing loyalty.

Mr. Kelsey’s employment agreement and the change in control agreements for Mr. Kelsey and our other executive officers are described below in “Executive Compensation–Employment Agreements and Potential Payments Upon Termination or Change in Control.” Please refer to the discussions therein for a further explanation of those agreements.

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Tax Aspects of Executive Compensation

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TAX ASPECTS OF EXECUTIVE COMPENSATION
The Committee considers the potential tax deductibility under the Internal Revenue Code (the “Code”) for executive compensation. However, at times and under certain circumstances, it believes that it is more important to provide appropriate incentives irrespective of tax consequences.

In December 2017, the Tax Cuts and Jobs Act (“Tax Reform”) was enacted in the United States. Among other changes, Tax Reform eliminated prospectively the provisions under Section 162(m) of the Code that allowed for tax deductions for certain performance-based compensation above the $1.0 million deductibility limit for certain executive officers. Although Tax Reform substantially changed certain elements of tax deductibility of executive compensation, including the loss of certain deductions keyed to performance-based standards, the Committee intends to continue to structure compensation programs to be consistent with itspay-for-performance philosophy.

As noted above, prior to Tax Reform, Section 162(m) of the Code limited the deductibility of compensation in excess of $1.0 million during a fiscal year to certain executive officers of publicly held companies. Exceptions were made for, among other things, performance-based compensation pursuant to plans approved by shareholders. As a result of Tax Reform, the performance-based compensation exception was generally eliminated prospectively, subject to certain transitional provisions for previously granted awards. Plexus took action with respect to the provisions of Section 162(m) so that compensation income relating to previously granted awards under the Incentive Plan and predecessor plans is exempt to the extent possible, subject to transition period regulations and guidance, which continue to evolve. However, the grant of restricted shares or RSUs without performance goals has not been considered to be performance-based; as a result, the covered compensation of some individuals, including base salary, could exceed $1.0 million and, in those circumstances, the excess continues to not be tax deductible.

Other provisions of the Code also can affect the decisions we make.

Section 280G of the Code imposes a 20% excise tax upon executive officers who receive “excess” payments“excess parachute payments” upon a change in control of a publicly-held corporation to the extent the payments received by them meet or exceed an amount approximating three times their average annual compensation. The excise tax applies to all payments over one times average annual compensation. Plexus would also lose its tax deduction for the “excess” payments. Excise taxgross-up provisions have been eliminated from all change in control agreements, and our agreements use a “best net” approach to minimize the possibility that an excise tax might be due or that a loss of the tax deduction might occur.

The Code also provides a surtax under Section 409A relating to various features of deferred compensation arrangements that do not comply with the requirements of publicly-held corporations forSection 409A. We generally seek to structure our compensation deferred after December 31, 2004. We conducted an extensive review of our benefit plans and employment arrangements and made various changes,either to help assure they comply with Section 409A and that there are no adverse effects on Plexus or our executive officers as a result of these Code amendments.qualify for an exemption from Section 409A.
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COMPENSATION COMMITTEE REPORT

The duties and responsibilities of the Compensation and Leadership Development Committee of the board of directors are described above under “Corporate Governance—Board Committees—Compensation and Leadership Development Committee” and are set forth in a written charter adopted by the board, which is available on the Company’s website. The Committee reviews and reassesses this charter annually and recommends any changes to the board for approval.

As part of the exercise of its duties, the Committee has reviewed and discussed with management the above “Compensation Discussion and Analysis” contained in this proxy statement. Based upon that review and those discussions, the Committee recommended to the board of directors that the Compensation Discussion and Analysis be incorporated by reference in Plexus’ annual report to shareholders on Form10-K and included in this proxy statement.

Members of the Compensation and Leadership Development Committee:

David J. Drury, Chair

Ralf R. Böer

Joann M. Eisenhart

Rainer Jueckstock

Karen M. Rapp

Paul A. Rooke

MEMBERS OF THE COMPENSATION AND
LEADERSHIP DEVELOPMENT COMMITTEE:
Joann M. Eisenhart, Chair
Stephen P. Cortinovis
Joel Quadracci
Karen M. Rapp
Michael V. Schrock
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EXECUTIVE COMPENSATION

This section provides further information about the compensation paid to, and other compensatory arrangements with, our named executive officers.

SUMMARY COMPENSATION TABLE

Summary Compensation Table for Fiscal 2021

The following table sets forth a summary of the compensation of our Chief Executive Officer, our Chief Financial Officer and the threenamed executive officers who had the highest compensation of our other executive officers (collectively, the “named executive officers”).officers. More detailed information is presented in the other tables and explanations that follow the table below.

         
Name and Principal Position Year  Salary
($)(1)
  Bonus
($)(2)
 Stock
Awards
($)(3)
  Option
Awards
($)(3)
 Non-Equity
Incentive
Plan
Compensation
($)(4)
  
All Other
Compensation
($)(5)
  Total
($)
 

 

Todd P. Kelsey
President and Chief Executive Officer

 

 

 

 

2019

 

 

 

 

 

 

$958,750

 

 

 

 

$0

 

 

 

 

$3,459,586

 

 

 

 

$0

 

 

 

 

$1,870,892

 

 

 

 

 

 

$230,253

 

 

 

 

 

 

$6,519,481

 

 

 

 

 

 

2018

 

 

  915,000    0  3,453,316    0  2,087,928   217,479   6,673,723 
 

 

 

 

2017

 

 

  840,000    0  3,139,088  112,752  1,071,000   200,756   5,363,596 

 

Patrick J. Jermain
Executive Vice President and Chief Financial Officer

 

 

 

 

2019

 

 

 

 

 

 

505,000

 

 

 

 

  0

 

 

 

 

981,894

 

 

 

 

  0

 

 

 

 

597,157

 

 

 

 

 

 

112,720

 

 

 

 

 

 

2,196,771

 

 

 

 

 

 

2018

 

 

  483,750    0  1,015,744    0  689,997   105,424   2,294,915 
 

 

 

 

2017

 

 

  460,000    0  1,009,044    70,079  366,563   100,949   2,006,635 

 

Steven J. Frisch
Executive Vice President
and Chief Operating Officer

 

 

 

 

2019

 

 

 

 

 

 

556,875

 

 

 

 

  0

 

 

 

 

1,309,549

 

 

   0  735,566   124,552   2,726,542 
 

 

 

 

2018

 

 

  535,000    0  1,319,954    0  813,994   122,707   2,791,655 
 

 

 

 

2017

 

 

  524,038    0  1,345,215    74,385  445,432   118,201   2,507,271 

 

Angelo M. Ninivaggi
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

 

 

 

 

2019

 

 

  450,000    0  794,856    0  496,640   113,701   1,855,197 
 

 

 

 

2018

 

 

 

 

 

 

431,250

 

 

   0  812,595    0  574,125   88,655   1,906,625 
 

 

 

 

2017

 

 

  416,250    0  807,129    59,508  309,586   94,829   1,687,302 

 

Ronnie Darroch
Executive Vice President
and Regional President - EMEA

 

 

 

 

2019

 

 

  427,500    0  672,920    0  471,829   106,031   1,678,280 
 

 

 

 

2018

 

 

  416,250    0  731,216    0  554,154   94,427   1,796,047 
 

 

 

 

2017

 

 

  401,250    0  834,663    59,508  298,430   201,653   1,795,504 

follow.
Name
Year
Salary ($)1
Bonus($)2
Stock
Awards ($)3
Option
Awards
($)4
Non-Equity
Incentive Plan
Compensation
($)5
All Other
Compensation
($)6
Total ($)
Todd P.
Kelsey
President
& CEO
2021
$1,000,000
$5,078,974
$1,309,375
$234,872
$7,623,221
2020
$1,010,481
$4,977,568
$1,979,778
$234,696
$8,202,523
2019
$958,750
$3,459,586
$1,870,892
$230,253
$6,519,481
Patrick J.
Jermain
Executive
VP & CFO
2021
$555,769
$1,310,953
$469,296
$120,815
$2,456,833
2020
$531,346
$1,272,295
$624,622
$117,584
$2,545,847
2019
$505,000
$981,894
$597,157
$112,720
$2,196,771
Steven J.
Frisch
Executive
VP & COO
2021
$599,231
$1,856,954
$533,554
$133,447
$3,123,186
2020
$586,779
$1,810,030
$781,757
$129,079
$3,307,645
2019
$556,875
$1,309,549
$735,566
$124,552
$2,726,542
Angelo M.
Ninivaggi
Executive
VP, CAO, GC &
Secretary
2021
$485,385
$983,486
$363,563
$106,666
$1,939,100
2020
$475,288
$989,848
$521,475
$100,211
$2,086,822
2019
$450,000
$794,856
$496,640
$113,701
$1,855,197
Ronnie
Darroch
Executive
VP &
Regional
President -
EMEA
2021
$463,083
$786,412
$335,038
$79,051
$1,663,584
2020
$437,369
$814,517
$485,291
$521,385
$2,258,562
2019
$427,500
$672,920
$471,829
$106,031
$1,678,280
(1)
1

Includes amounts voluntarily deferred by the named persons under the Company’s retirement plans. The amounts deferred under the Plexus supplemental executive retirement plan (the “SERP”)SERP are also included in the “Executive Contributions in Last FY” column of the “Nonqualified Deferred Compensation” table below.

(2)
2

The “Bonus” column, includesin accordance with SEC regulations, would include only discretionary bonus payments apart from our Variable Incentive Compensation Plan (“VICP”).VICP. Payments under the VICP, including payments for achieving individual objectives, are set forth in the“Non-Equity “Non-Equity Incentive Plan Compensation” column. Since our named executive officers’ individual objectives are specific and performance against them is measured, we believe that payments under the VICP that relate to the achievement of individual objectives are properly reflected in the“Non-Equity “Non-Equity Incentive Plan Compensation” column.

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(3)
3

These columns represent the grant date fair value computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”) of equity awards granted under the Incentive Plan and its predecessor,

which are explained further below under “Grants ofPlan-Based Awards.” Generally accepted accounting principles (“GAAP”) requireGAAP requires us to determine compensation expense for stock options and otherstock-related awards granted to our employees based on the estimated fair value of the equity instrument at the time of grant. Compensation expense is recognized over the vesting period. The assumptions that we used to determine the valuation of the awards are discussed in footnote 9 to our consolidated financial statements.

Grants of stock options and restricted stock units (“RSUs”)RSUs are not subject to performance conditions, although the ultimate value of stock options depend on the appreciation in the Company’s stock price. The Company has not granted stock options to its executive officers since fiscal 2017. VestingFor 2019 and 2020, vesting of 50% of the performance stock units (“PSUs”)PSUs reported in each fiscal year above is based on a three-point annual average of the Company’s absolute economic return performance and vesting of the other 50% depends on the relative total shareholder return (“TSR”)TSR of Plexus stock as compared to companies in the Russell 3000 Index, each over a three year performance period. The 2019 and 2020 PSUs are reported in the “Stock Awards” column at “target” performance; participants can earn twice the number of PSUs granted for performance at “maximum.”

For 2021, vesting of 50% of the PSUs reported in each fiscal year above is based on a three-point annual average of the Company’s absolute economic return performance and vesting of the other 50% depends on the relative TSR of Plexus stock as compared to companies in the S&P 400 Index, each over a three year performance period. The 2021 PSUs are reported in the “Stock Awards” column at “target” performance; participants can earn twice the number of PSUs granted for performance at “maximum” for the economic return portion and one and a half times the number of PSUs granted for performance at “maximum” for the TSR portion.

The value of the fiscal 20192021 PSUs at the maximum performance level would be as follows for each named executive officer: Mr. Kelsey—$3,528,967;4,413,265; Mr. Jermain—$1,001,442;1,138,946; Mr. Frisch—$1,335,971;1,614,163; Mr. Ninivaggi—$810,823;854,418; and Mr. Darroch—$686,037. The value of the fiscal 2018 PSUs at the maximum performance level would be as follows for each named executive officer: Mr. Kelsey—$3,408,701; Mr. Jermain—$1,002,402; Mr. Frisch—$1,302,215; Mr. Ninivaggi—$802,642; and Mr. Darroch—$721,538. The value of the fiscal 2017 PSUs at the maximum performance level would be as follows for each named executive officer: Mr. Kelsey—$3,132,951; Mr. Jermain—$1,006,478; Mr. Frisch—$1,342,325; Mr. Ninivaggi—$805,395; and Mr. Darroch—$832,863.

682,728.

Please also see the “Grants ofPlan-Based Awards” table below for further information about equity awards granted in fiscal 2019,2021, and the “Outstanding Equity Awards at Fiscal Year End” table below for information regarding all outstanding equity awards at the end of fiscal 2019.

2021.
(4)
4

No stock options were granted to named executive officers in fiscal 2021.

5
The“Non-Equity “Non-Equity Incentive Plan Compensation” column represents amounts that were earned during each fiscal year under the VICP. Under the VICP, annual cash incentives for executive officers are determined by a combination of the degree to which Plexus achieves specificpre-set corporate financial goals during the fiscal year and the executive officer’s performance on individual objectives. We include more information about the VICP under “Compensation Discussion and Analysis—Elements and Analysis of Direct Compensation—Annual Incentive” above, as well as under “Grants ofPlan-Based Awards” below.

The amounts shown in the “2021” row were earned in fiscal 2021 and were paid in fiscal 2022, the amounts shown in the “2020” row were earned in fiscal 2020 and were paid in fiscal 2021, and the amounts shown in the “2019” row were earned in fiscal 2019 and were paid in fiscal 2020,2020.
There were no deferrals of the amounts shown in the “2018” row were earnedpayable in fiscal 2018 and were paid2022 related to the VICP award earned based on fiscal 2021 performance. Mr. Frisch deferred $156,351 of the amount payable in fiscal 2019, and2021 related to the amounts shown in the “2017” row wereVICP award earned inbased on fiscal 2017 and were paid in fiscal 2018.

2020 performance; Messrs. Frisch and Darroch deferred $183,892 and $47,183, respectively, of the amounts payable in fiscal 2020 related to the VICP award earned based on fiscal 2019 performance; Messrs. Jermain, Frisch and Darroch deferred $517,498, $244,198 and $110,831, respectively, of the amounts payable in fiscal 2019 related to the VICP award earned based on fiscal 2018 performance; and Messrs. Jermain and Frisch deferred 50% and 30%, respectively, and Mr. Darroch deferred $10,000, of the amounts payable in fiscal 2018 related to the VICP award earned based on fiscal 2017 performance.

(5)
6

The amounts listed under the column entitled “All Other Compensation” in the table include Company contributions to the 401(k) Plan and the SERP, reimbursementreimbursements made by Plexus under its executive flexible perquisite benefit (which was eliminated January 1, 2020), the value of the company car benefit provided to the executive, additional life and disability insurance coverage and relocation. Per person detail is listed in the table below:

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    Year     Company
Matching
Contribution
to 401(k)
Plan
   Company
Contribution
to SERP
   Executive
Flexible
Perquisite
Benefit
  Company
Car
Benefit
  Additional
Life and
Disability
Insurance
  Relocation   Total 

Mr. Kelsey

   2019      $11,200    $181,939    $15,000   $21,702   $412   --   $230,253 
   2018      11,000    170,220    16,978   18,754   527   --    217,479 
   2017      10,800    156,169    17,879   15,249   659   --    200,756 

Mr. Jermain

   2019      11,200    68,387    13,751   18,970   412   --    112,720 
   2018      11,000    65,241    12,969   15,687   527   --    105,424 
   2017      10,800    61,700    14,266   13,524   659   --    100,949 

Mr. Frisch

   2019      11,200    80,962    14,069   17,708   613   --    124,552 
   2018      11,000    75,721    17,686   17,572   728   --    122,707 
   2017      10,800    73,316    17,503   15,722   860   --    118,201 

Mr. Ninivaggi

   2019      11,200    57,700    25,974   18,255   572   --    113,701 
   2018      11,000    55,031    4,171   17,729   724   --    88,655 
   2017      10,800    52,936    14,525   15,712   856   --    94,829 

Mr. Darroch

   2019      11,200    54,258    14,852   18,154   353   $7,214    106,031 
   2018      10,962    52,736    15,000   15,202   527   --    94,427 
   2017      10,800    50,641    15,000   7,976   659   116,577    201,653 

Under the executive flexible perquisite benefit, executive officers may be reimbursed for expenses up to $15,000 in a calendar year for miscellaneous expenses such as personal financial planning, spouse travel costs in connection withbusiness-related travel, health and fitness related expenses and/or tax and estate advice. This benefit is not grossed up for taxes.

Name
Year
Company
Matching
Contribution to 401(k)
Plan
Company
Contribution
to SERP
Executive
Flexible
Perquisite
Benefit
Company
Car
Benefit
Additional
Life and
Disability
Insurance
Relocation
Total ($)
Todd P. Kelsey
2021
$11,600
$202,500
$20,383
$389
$234,872
2020
$11,400
$201,822
$21,085
$389
$234,696
2019
$11,200
$181,939
$15,000
$21,702
$412
$230,253
Patrick J. Jermain
2021
$11,600
$89,489
$19,337
$389
$120,815
2020
$11,400
$80,887
$8,819
$16,089
$389
$117,584
2019
$11,200
$68,387
$13,751
$18,970
$412
$112,720
Steven J. Frisch
2021
$11,600
$99,772
$21,686
$389
$133,447
2020
$11,400
$94,899
$4,431
$17,779
$570
$129,079
2019
$11,200
$80,962
$14,069
$17,708
$613
$124,552
Angelo M. Ninivaggi
2021
$11,600
$74,264
$20,430
$372
$106,666
2020
$11,400
$69,919
$520
$17,843
$529
$100,211
2019
$11,200
$57,700
$25,974
$18,255
$572
$113,701
Ronnie Darroch
2021
$75,725
$3,326
$79,051
2020
$50,758
$13,648
$13,474
$14,064
$77
$429,364
$521,385
2019
$11,200
$54,258
$14,852
$18,154
$353
$7,214
$106,031
The amounts in the “Executive Flexible Perquisite Benefit” column, above, include the reimbursements under that program in the fiscal years listed; these amounts may exceed the calendar year limits dueprior to the difference betweencessation date of the fiscal and calendar year.

executive flexible perquisite on January 1, 2020.

In connection with Mr. Darroch’s relocation to Wisconsin during fiscal 2015, Plexus purchased his former residence in the United Kingdom. The amount reported above in the “Relocation” column for fiscal 20172019 reflects Plexus’ additional incremental cost as a result of the sale of the home and the amountcosts for fiscal 2019 reflects tax adjustments related to such sale. In addition, theThe amount for fiscal 2019 also2020 reflects relocation benefits intended to initiatefor Mr. Darroch’s return to the United Kingdom in 2020.

The amount reported in the “Company Matching Contribution to 401(k) Plan” for Mr. Darroch for 2020 and 2021 represent Plexus’ contribution to both the 401(k) plan and his UK Pension.
54

GRANTS

TABLE OF PLAN-BASED AWARDSCONTENTS

2019

Grants of Plan-Based Awards for Fiscal 2021
The table below sets forth information about equity awards that were granted to the named executive officers in fiscal 20192021 under the Incentive Plan, as well as information aboutpotentialcash incentive awards dependent on quantifiable corporate performance and individual goals that those executive officers could have earned for fiscal 20192021 performance under the VICP. As a result of corporate performance, cash incentive awards based on these criteria were earned under the VICP for fiscal 2019,2021, as set forth under the“Non-Equity “Non-Equity Incentive Compensation” column in the “Summary Compensation Table” above. We provide further information about potential compensation under the VICP and awards under the Incentive Plan in fiscal 2019,2021, as well as additional information about those plans, following the table.

Name Award
Type
 Grant
Date
 

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards

 

Estimated Future Payouts Under

Equity Incentive Plan Awards

 

All Other

Stock Awards:
Number of Shares 
of Stocks or Units 
(#)

 Grant Date
Fair Value
of Stock
and Option
Awards ($)
 
 

 

Threshold 
($)(1)

 Target
($)(1)
 Maximum
($)(1)
 Threshold 
(#)(2)
  Target 
(#)(2)
 Maximum 
(#)(2)
 
  

Mr. Kelsey

 VICP 12/13/18  $1 $1,186,527 $2,373,053 --  -- -- --      -- 
  PSUs (2) 01/21/19  -- -- -- 13,710  27,420 54,840 -- $1,764,562 
  RSUs (3) 01/21/19  -- -- -- --  -- -- 31,600 (3)  1,695,024 
 
  

Mr. Jermain

 VICP 12/13/18  1 378,719 757,438 --  -- -- --      -- 
  PSUs (2) 01/21/19  -- -- -- 3,890  7,780 15,560 --  500,743 
  RSUs (3) 01/21/19  -- -- -- --  -- -- 8,970 (3)  481,151 
 
  

Mr. Frisch

 VICP 12/13/18  1 466,499 932,998 --  -- -- --      -- 
  PSUs (2) 01/21/19  -- -- -- 5,190  10,380 20,760 --  668,015 
  RSUs (3) 01/21/19  -- -- -- --  -- -- 11,960 (3)  641,534 
 
  

Mr. Ninivaggi

 VICP 12/13/18  1 314,971 629,942 --  -- -- --      -- 
  PSUs (2) 01/21/19  -- -- -- 3,150  6,300 12,600 --  405,430 
  RSUs (3) 01/21/19  -- -- -- --  -- -- 7,260 (3)  389,426 
 
  

Mr. Darroch

 VICP 12/13/18  1 299,236 598,471 --  -- -- --      -- 
  PSUs (2) 01/21/19  -- -- -- 2,665  5,330 10,660 --  343,034 
  RSUs (3) 01/21/19  -- -- -- --  -- -- 6,150 (3)  329,886 

 
Award
Type
Grant Date
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
Estimated Future Payouts
Under Equity Incentive Plan
Awards
All Other
Stock
Awards:
Number of
Shares of
Stocks or
Units (#)
Grant Date
Fair Value
of Stock
and Option
Awards ($)
Name &
Principal
Position
Thre-
shold
($)1
Target ($)1
Maximum
($)1
Thre-
shold
(#)1
Target
(#)1
Maximum
(#)1
Todd P.
Kelsey
VICP
12/17/2020
$0
$1,250,000
$2,500,000
PSUs2
1/25/2021
6,885
29,800
52,715
$2,514,977
RSUs3
1/25/2021
32,070
$2,563,997
Patrick J.
Jermain
VICP
12/17/2020
$0
$438,595
$877,189
PSUs2
1/25/2021
1,775
7,690
13,605
$648,967
RSUs3
1/25/2021
8,280
$661,986
Steven J.
Frisch
VICP
12/17/2020
$0
$509,360
$1,018,719
PSUs2
1/25/2021
2,520
10,900
19,280
$919,940
RSUs3
1/25/2021
11,720
$937,014
Angelo M.
Ninivaggi
VICP
12/17/2020
$0
$339,778
$679,556
PSUs2
1/25/2021
1,335
5,770
10,205
$486,997
RSUs3
1/25/2021
6,210
$496,490
Ronnie
Darroch
VICP
12/17/2020
$0
$322,151
$644,303
PSUs2
1/25/2021
1,065
4,610
8,155
$389,060
RSUs3
1/25/2021
4,970
$397,352
(1)
1

Amounts in the rows labeled “VICP” reflectpotential cash incentive payments for fiscal 2019 that were dependent on Plexus meeting corporate financial goals and the named executive officers achieving individual objectives, assuming such officers do not meet any of their individual objectives at threshold and meet them fully at both the target and the maximum payout levels. The amounts in the “Threshold” column indicate a payment for performance just above the threshold; there is no minimum payment once the threshold has been exceeded. Amounts in the “Maximum” column correspond to the “maximum payout level” under the VICP.

2021.

As a result of Plexus’ actual performance in fiscal 2019,2021, overall cash incentive awards were earned based on corporate financial performance between the target and maximum payout levels, as reflected in the “Summary Compensation Table” and discussed in “Compensation Discussion and Analysis.”

(2)
2

Vesting of the PSUs is based on the relative total shareholder return (the “TSR”) of Plexus stock as compared to the TSR of companies in the Russell 3000 Index during a three year performance period ending on January 21, 2022, and on the average of the Company’s absolute economic return performance during the three year performance period. For more information regarding these awards, see the discussion below under the caption “Equity Plans,” as well as “Compensation Discussion and Analysis—Total Direct Compensation—Long-Term Incentives.”

(3)
3

The RSUs vest on January 21, 2022,25, 2024, assuming continued employment. See the discussion below under the caption “Equity Plans.”

55

VICPTABLE OF CONTENTS

The VICP (as it applies to our executive officers) is asub-plan of the Incentive Plan. Under the VICP, our executive officers may earn cash incentive awards that depend in substantial part upon the degree to which Plexus achieves corporate financial goals, which are set by our Compensation and Leadership Development Committee (the “Committee”) shortly after the beginning of our fiscal year. As long as Plexus achieves net income for the plan year, each executive officer also may earn a portion of his or her cash incentive award by accomplishing the individual objectives set for that executive officer. These awards are intended to reflect, in each instance, an individual’s performance that may not be reflected in the financial performance of the entire Company.

The amounts included in the table are potential future payouts undernon-equity incentive awards that could be earned pursuant to both corporate financial and individual goals under the VICP. The amounts in the columns represent, respectively, the amount which could be earned in the event minimum results were achieved so as to result in a threshold payment to the executive officer, the amounts which could be received if each performance target was met exactly

Outstanding Equity Awards at the targeted level and the maximum amount that could be earned under the VICP, which is known as the “maximum payout level.” As noted above, the potential payouts reported in the table assume that the named executive officers do not meet any of their individual objectives at threshold and achieve them fully at both target and the maximum payout level.

Actual Company performance in fiscal 2019 was between the target and maximum payout levels for both revenue and return on capital employed (“ROCE”); therefore, total cash incentives based on corporate financial goals were paid between the target and maximum payout levels, as reported in the“Non-Equity Incentive Compensation” column in the “Summary Compensation Table” above.

The maximum amount that could be earned based on individual performance was $237,305 for Mr. Kelsey (which would have been 20% of his cash incentive award at the targeted levels) and varied from $59,847 to $93,300 for the other named executive officers (also representing 20% of their respective cash incentive awards at the targeted levels).

Equity Plans

Under the Incentive Plan, the Committee may grant executive officers, employees and directors stock options, SARs, restricted stock, which may be designated as RSUs, performance stock awards, which may be settled in cash or stock and designated as performance stock shares or PSUs, other stock awards and cash incentive awards in periodic grants. Similar awards were offered under its predecessor, the 2008 Long-Term Plan (the “2008 Plan”), which is no longer being used for grants; however, outstanding awards continue in accordance with their terms.

In accordance with the Committee’s emphasis on performance-based compensation, the fiscal 2019 equity grant allocation formula for executive officers consisted of 50% PSUs and 50% RSUs. PSUs and RSUs were granted in January 2019; however, the performance goals for the PSUs were set during the fiscal first quarter. The Committee anticipates continuing to make grants of PSUs and RSUs on a similar schedule in the future.

PSUs are settled in Plexus stock. Vesting of 50% of the PSUs granted in fiscal 2019 is based on a three-point annual average of the Company’s absolute economic return performance and vesting of the other 50% depends on the relative TSR of Company stock as compared to the Russell 3000 Index, each over a three year performance period. If performance is below threshold on a metric, the portion of the PSUs based on such metric is forfeited. For performance at maximum, recipients may earn twice the number of PSUs originally granted that vest based on performance on that metric.

The RSUs listed above vest three years from the date of grant, assuming continued employment, and, as previously disclosed, are intended to promote retention, align the interests of executives with those of our shareholders and provide motivation to succeed in the long-term.

OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END

September 28, 2019

Fiscal 2021 Year-End

The following table sets forth information about Plexus stock and option awards held by the named executive officers that were outstanding as of October 2, 2021. No named executive officers held stock options at the end of fiscal 2019.

   Option Awards  Stock Awards 
Name 

Number of
Securities
Underlying
Unexercised
Options

(#) (1)
Exercisable

  

Number of
Securities
Underlying
Unexercised
Options

(#) (1)
Unexercisable

  Option
Exercise
Price
($)
 Option
Expiration
Date
  

Number of Shares
or Units of Stock
That Have Not
Vested

(#)

  Market Value of
Shares or Units of
Stock That Have
Not Vested
($) (2)
  

Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not
Vested

(#)

   Equity Incentive
Plan Awards: Market
or Payout Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
($) (2)
 

Mr. Kelsey

 

 

6,750

 

 

 

--

 

 

$40.640

 

 

01/20/24

 

                 
  

 

6,750

 

 

 

--

 

 

  44.477

 

 

04/22/24

 

                 
  

 

6,750

 

 

 

--

 

 

  41.012

 

 

07/21/24

 

                 
  

 

7,050

 

 

 

--

 

 

  38.938

 

 

01/26/25

 

                 
  

 

7,050

 

 

 

--

 

 

  44.395

 

 

04/27/25

 

                 
  

 

7,200

 

 

 

--

 

 

  41.840

 

 

04/25/26

 

                 
  

 

7,200

 

 

 

--

 

 

  45.350

 

 

07/25/26

 

                 
  

 

7,200

 

 

 

--

 

 

  45.445

 

 

10/31/26

 

                 
                

 

28,533 

(3) 

 

 

$1,785,024

 

         
                

 

29,630 

(4) 

 

 

1,853,653

 

         
                

 

29,130 

(5) 

 

 

1,822,373

 

         
                

 

31,600 

(6) 

 

 

1,976,896

 

         
                        

 

39,910 (7)

 

  

 

$2,496,770

 

                        

 

39,330 (8)

 

  

 

2,460,485

 

                        

 

43,220 (9)

 

  

 

2,703,843

 

  

Mr. Jermain

 

 

4,475

 

 

 

--

 

 

45.445

 

 

10/31/26

 

                 
                

 

2,283 

(3) 

 

 

142,824

 

         
                

 

9,530 

(4) 

 

 

596,197

 

         
                

 

8,570 

(5) 

 

 

536,139

 

         
                

 

8,970 

(6) 

 

 

561,163

 

         
                        

 

12,820 (7)

 

  

 

802,019

 

                        

 

11,560 (8)

 

  

 

723,194

 

                        

 

12,260 (9)

 

  

 

766,986

 

  

   Option Awards  Stock Awards 
Name 

Number of
Securities
Underlying
Unexercised
Options

(#) (1)
Exercisable

  

Number of
Securities
Underlying
Unexercised
Options

(#) (1)
Unexercisable

  Option
Exercise
Price
($)
 Option
Expiration
Date
  

Number of Shares
or Units of Stock
That Have Not
Vested

(#)

  Market Value of
Shares or Units of
Stock That Have
Not Vested
($) (2)
  

Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not
Vested

(#)

   Equity Incentive
Plan Awards: Market
or Payout Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
($) (2)
 

Mr. Frisch

  2,125   --  40.640  01/20/24                  
   2,125   --  44.477  04/22/24                  
   3,187   --  41.012  07/21/24                  
   3,187   --  38.020  10/27/24                  
   3,487   --  38.938  01/26/25                  
   3,487   --  44.395  04/27/25                  
   4,650   --  37.123  07/27/25                  
   4,650   --  34.770  11/02/25                  
   4,750   --  34.220  01/25/26                  
   4,750   --  41.840  04/25/26                  
   4,750   --  45.350  07/25/26                  
   4,750   --  45.445  10/31/26                  
                 11,413 (3)   713,997          
                 12,700 (4)   794,512          
                 11,140 (5)   696,918          
                 11,960 (6)   748,218          
                         17,100 (7)    1,069,776 
                         15,030 (8)    940,277 
                         16,360 (9)    1,023,482 
  

   Option Awards  Stock Awards 
Name 

Number of
Securities
Underlying
Unexercised
Options

(#) (1)
Exercisable

  

Number of
Securities
Underlying
Unexercised
Options

(#) (1)
Unexercisable

  Option
Exercise
Price
($)
 Option
Expiration
Date
  

Number of Shares
or Units of Stock
That Have Not
Vested

(#)

  Market Value of
Shares or Units of
Stock That Have
Not Vested
($) (2)
  

Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not
Vested

(#)

   Equity Incentive
Plan Awards: Market
or Payout Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
($) (2)
 

Mr. Ninivaggi  

  5,131   --  25.325  04/22/23                  
   6,250   --  33.055  07/22/23                  
   6,250   --  40.224  10/28/23                  
   3,250   --  40.640  01/20/24                  
   3,250   --  44.477  04/22/24                  
   3,250   --  41.012  07/21/24                  
   3,250   --  38.020  10/27/24                  
   3,300   --  38.938  01/26/25                  
   3,300   --  44.395  04/27/25                  
   3,300   --  37.123  07/27/25                  
   3,300   --  34.770  11/02/25                  
   3,800   --  34.220  01/25/26                  
   3,800   --  41.840  04/25/26                  
   3,800   --  45.350  07/25/26                  
   3,800   --  45.445  10/31/26                  
                 2,283 (3)   142,824          
                 7,620 (4)   476,707          
                 6,850 (5)   428,536          
                 7,260 (6)   454,186          
                         10,260 (7)    641,866 
                         9,260 (8)    579,306 
                         9,930 (9)    621,221 
  

Mr. Darroch

  1,900   --  45.445  10/31/26                  
                 6,850 (3)   428,536          
                 7,880 (4)   492,973          
                 6,170 (5)   385,995          
                 6,150 (6)   384,744          
                         10,610 (7)    663,762 
                         8,320 (8)    520,499 
                         8,400 (9)    525,504 

2021.

(1)

Option award granted under the

Name
Number of Shares
or Units of Stock
That Have Not
Vested (#)
Market Value of Shares or
Units of Stock That Have
Not Vested ($)1
Equity Incentive Plan
Awards: Number of
Unearned Shares, Units
or the 2008 Plan. All options have an exercise price equal to the fair market valueOther Rights That
Have Not Vested (#)
Equity Incentive Plan
Awards: Market or Payout
Value of our common stock on the date of grant. Options vested in two annual installments beginning on the first anniversary of the grant date. The Company did not grant options to its executive officers in fiscal 2019, but did so in prior fiscal years.

Unearned Shares,
Units or Other Rights That
Have Not Vested ($)1
31,6002
$2,878,128
Mr. Kelsey
32,5003
$2,960,100
32,0704
$2,920,936
54,8405
$4,994,827
44,0006
$4,007,520
45,8307
$4,174,196
8,9702
$816,988
Mr. Jermain
8,3103
$756,875
8,2804
$754,142
15,5605
$1,417,205
11,2406
$1,023,739
11,8307
$1,077,476
11,9602
$1,089,317
Mr. Frisch
11,8203
$1,076,566
11,7204
$1,067,458
20,760 5
$1,890,821
16,0006
$1,457,280
16,7607
$1,526,501
7,2602
$661,241
Mr. Ninivaggi
6,4603
$588,377
6,2104
$565,607
12,6005
$1,147,608
8,7506
$796,950
���
8,8707
$807,880
6,1502
$560,142
Mr. Darroch
5,3203
$484,546
4,9704
$452,668
10,6605
$970,913
7,2006
$655,776
7,0907
$645,757

(2)
1

Based on the $62.56$91.08 per share closing price of our common stock on September 27, 2019,October 1, 2021, the last trading day of fiscal 2019.

2021.

(3)
2

Consists of RSUs awarded in fiscal 2016 under the Incentive Plan. One half of the RSUs vested on August 19, 2019, and the other half vests on August 19, 2020, based on continued service through that date.

(4)

Consists of RSUs awarded in fiscal 2017 under the Incentive Plan. The RSUs vest on January 23, 2020, based on continued service through that date.

(5)

Consists of RSUs awarded in fiscal 2018 under the Incentive Plan. The RSUs vest on January 22, 2021, based on continued service through that date.

(6)

Consists of RSUs awarded in fiscal 2019 under the Incentive Plan. The RSUs vest on January 21, 2022, based on continued service through that date.

56

TABLE OF CONTENTS

(7)
3

Consists of PSUsRSUs awarded in fiscal 20172020 under the Incentive Plan. Vesting of 50% of the PSUs wasThe RSUs vest on January 27, 2023, based on a three-point annual average of the Company’s absolute economic return performance during the three year performance periodcontinued service through that concluded at the end of fiscal 2019, and vesting of the other 50% of the PSUs depends on the relative TSR of our common stock as compared to the Russell 3000 Index over a three year performance period that concludes on January 23, 2020. The Company’s average economic return performance was above the maximum level; therefore, this portion of the award, which paid out in the first quarter of fiscal 2020 after certification by the Compensation and Leadership Development Committee, is reflected in the aggregate amount reported above for the fiscal 2017 PSUs at the maximum achievement level. The relative TSR of our common stock was between the threshold and target levels; therefore, this portion of the award is reflected in the aggregate amount reported above for the fiscal 2017 PSUs at the target achievement level.

date.

(8)
4

Consists of PSUsRSUs awarded in fiscal 20182021 under the Incentive Plan. Vesting of 50% of the PSUs isThe RSUs vest on January 25, 2024, based on a three-point annual average of the Company’s absolute economic return performance during the three year performance period, and vesting of the other 50% of the PSUs depends on the relative TSR of our common stock as compared to the Russell 3000 Index over a three year performance periodcontinued service through that concludes on January 22, 2021. As of the end of fiscal 2019, the Company’s economic return performance was between the target and maximum levels; therefore, this portion of the award is reflected in the aggregate amount reported above for the fiscal 2018 PSUs at the maximum achievement level. The relative TSR of our common stock was between the target and maximum levels; therefore, this portion of the award is reflected in the aggregate amount reported above for the fiscal 2018 PSUs at the maximum achievement level.

date.

(9)
5

Consists of PSUs awarded in fiscal 2019 under the Incentive Plan. Vesting of 50% of the PSUs is based on a three-point annual average of the Company’s absolute economic return performance during the three year performance period, and vesting of the other 50% of the PSUs depends on the relative TSR of our common stock as compared to the Russell 3000 Index over a three year performance period that concludes on January 21, 2022. As of the end of fiscal 2019,2021, the Company’s economic return performance was between the target and maximum levels; therefore, this portion of the award is reflected in the aggregate amount reported above for the fiscal 2019 PSUs at the maximum achievement level. The relative TSR of our common stock was between the target and maximum levels; therefore, this portion of the award is reflected in the aggregate amount reported above for the fiscal 2019 PSUs at the maximum achievement level.

6
Consists of PSUs awarded in fiscal 2020 under the Incentive Plan. Vesting of 50% of the PSUs is based on a three-point annual average of the Company’s absolute economic return performance during the three year performance period, and vesting of the other 50% of the PSUs depends on the relative TSR of our common stock as compared to the Russell 3000 Index over a three year performance period that concludes on January 21, 2023. As of the end of fiscal 2021, the Company’s economic return performance was between the target and maximum levels; therefore, this portion of the award is reflected in the aggregate amount reported above for the fiscal 2020 PSUs at the maximum achievement level. The relative TSR of our common stock was near the target level; therefore, this portion of the award is reflected in the aggregate amount reported above for the fiscal 2020 PSUs at the target achievement level.
7
Consists of PSUs awarded in fiscal 2021 under the Incentive Plan. Vesting of 50% of the PSUs is based on a three-point annual average of the Company’s absolute economic return performance during the three year performance period, and vesting of the other 50% of the PSUs depends on the relative TSR of our common stock as compared to the S&P 400 Index over a three year performance period that concludes on January 21, 2024. As of the end of fiscal 2021, the Company’s economic return performance was between the target and maximum levels; therefore, this portion of the award is reflected in the aggregate amount reported above for the fiscal 2021 PSUs at the maximum achievement level. The relative TSR of our common stock was near the target level; therefore, this portion of the award is reflected in the aggregate amount reported above for the fiscal 2021 PSUs at the target achievement level.

See “Compensation Discussion and Analysis—Elements and Analysis of Direct Compensation—Long-Term Incentives” for additional information regarding awards.

57

OPTION EXERCISES AND STOCK VESTED

TABLE OF CONTENTS

2019

Option Exercises & Stock Vested in Fiscal 2021
The following table sets forth information about the Plexus stock options that were exercised by the named executive officers as well as the PSUs and RSUs that vested in fiscal 2019.

 Option AwardsStock Awards

Name

 

Number of Shares
Acquired on
Exercise (#)

 

Value Realized on
Exercise ($) (1)

 

Number of Shares
Acquired on
Vesting (#)

 

Value Realized on
Vesting ($) (2)

 

Mr. Kelsey

 27,800  $610,303  56,442  $3,207,850 

Mr. Jermain

 4,475 67,392 19,769 1,106,129

Mr. Frisch

 —   —   29,745 1,682,247

Mr. Ninivaggi  

 1,119 38,633 16,983 950,907

Mr. Darroch

 —   —   21,551 1,215,645

2021.
 
Option Awards
Stock Awards
Name
Number of Shares
Acquired on Exercise
(#)
Value Realized
on Exercise ($)1
Number of Shares
Acquired on Vesting
(#)
Value Realized
on Vesting ($)2
Mr. Kelsey
0
$0
73,555
$5,780,053
Mr. Jermain
0
$0
21,630
$1,699,772
Mr. Frisch
0
$0
28,115
$2,209,303
Mr. Ninivaggi
0
$0
17,310
$1,360,230
Mr. Darroch
0
$0
15,570
$1,223,564
(1)
1

Based on the difference between the exercise prices and sale prices on the date of exercise for stock options with the exception of shares that were held upon the exercise of options; in such case, the value realized on exercise is based on the difference between the exercise prices and the average of the high and low trading prices of the Company’s common stock on the Nasdaq Global Select Market on the exercise date.

(2)
2

Based on the average of the high and low trading prices of the Company’s common stock on the Nasdaq Global Select Market on the vesting dates for PSUs and RSUs.

NONQUALIFIED DEFERRED COMPENSATION

2019

Nonqualified Deferred Compensation in Fiscal 2021

Plexus does not maintain any defined benefit pension plans. Plexus’ only retirement savings plans are defined contribution plans—the 401(k) Plan for all qualifying U.S. employees, the SERP for executive officers (and certain other executives) and certain foreign plans. Since these are defined contribution plans, Plexus’ obligations are fixed at the time contributions are made, rather than Plexus being liable for future potential shortfalls in plan assets to cover the fixed benefits that are promised in defined benefit plans.

The 401(k) Plan is open to all U.S. Plexus employees meeting specified service and related requirements. Under the plan, employees may voluntarily contribute up to 75% of their annual compensation, up to a maximum Internal Revenue Code (the “Code”) mandated limit of $19,000$19,500 ($25,00026,000 if age 50 or older) in calendar year 2019;2021; Plexus will match 100% of the first 4.0% of salary which an employee defers, up to $11,200$11,600 in calendar year 2019.2021. There are several investment options available to participants under the 401(k) Plan, including a Plexus stock fund.

Plexus maintains the SERP as an additional deferred compensation mechanism for its executives. Under the SERP, an executive may elect to defer compensation through the plan, and Plexus may credit the participant’s account with a discretionary employer contribution. Participants are entitled to the payment of deferred amounts and any earnings which may be credited thereon upon termination or retirement from Plexus, subject to the participants’ deferral elections and Section 409A of the Code. The SERP allows the investment of deferred compensation held on behalf of the participants into individual accounts and, within these accounts, into one or more designated mutual funds or investments, which are intended to mirror the options available under the 401(k) Plan; however, the investment choices in the SERP do not include Plexus stock.
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Personal voluntary deferrals to the SERP for fiscal 2019 by executive officers, including the named executive officers, totaled $893,921.

The SERP also allows for discretionary Plexus contributions. As discussed in “Compensation Discussion and Analysis—Elements and Analysis of Other Compensation—Retirement Planning – Supplemental Executive Retirement Plan,” the Committee determined the current Company contribution to the

SERP after reviewing a competitive analysis prepared by Willis Towers Watson. As a result, the discretionary contribution is the greater of (a) 9% of the executive’s total targeted cash compensation, minus Plexus’ permitted contributions to the executive officer’s account in the 401(k) Plan, or (b) $13,500.compensation. The Committee may also choose to make additional or special contributions from time to time; no such contributions were made in fiscal 20192021 to the named executive officers.

The following table includes information regarding contributions under the SERP. Since the 401(k) Plan is atax-qualified plan generally available to all qualified U.S. employees, contributions on behalf of the executive officers and earnings in that plan are not included in this table; however, Company contributions under both the SERP and the 401(k) plan are among the items included in the “All Other Compensation” column in the “Summary Compensation Table” above.

Name

 

Executive
  Contributions  
in Last FY
($) (1)

 

Registrant
Contributions
in Last FY
($)

 

Aggregate
Earnings

in Last FY
($)

 

Aggregate
Withdrawals/
Distributions
($)

 

Aggregate
Balance at
Last FYE
($) (2)

 

Mr. Kelsey

 

--

 

$181,939

 

$15,755

 

--

 

$1,300,956

Mr. Jermain

 

$517,498

 

68,387

 

28,601

 

--

 

1,119,816

Mr. Frisch

 

244,198

 

80,962

 

5,631

 

--

 

903,472

Mr. Ninivaggi

 

--

 

57,700

 

548

 

--

 

705,831

Mr. Darroch(3)

 

132,225

 

54,258

 

9,634

 

--

 

563,062

Mr. Darroch participates in the Plexus Corp. (UK) Ltd. Group Life Assurance Scheme (the “U.K. Plan”) and no longer receives SERP contributions. Contributions on his behalf and earnings in the U.K. Plan are not included in this table; however Company contributions under the U.K. Plan are included in the “All Other Compensation” column in the “Summary Compensation Table” above.
Name
Executive
Contributions in
Last FY ($)1
Registrant
Contributions in
Last FY ($)
Aggregate
Earnings in
Last FY ($)
Aggregate
Withdrawals/
Distributions ($)
Aggregate
Balance at
Last FYE ($)2
Mr. Kelsey
$202,500
$442,031
$2,312,231
Mr. Jermain
$89,489
$352,518
$1,764,792
Mr. Frisch
$156,351
$99,772
$364,493
$1,885,540
Mr. Ninivaggi
$74,264
$246,835
$1,194,255
Mr. Darroch
$187,897
$923,556
(1)
1

Includes contributions by the named executive officers that are included in the “Salary” column in the “Summary Compensation Table” above as follows: Mr. Darroch—$21,394. Also includes the following contributions by the named executive officers related to incentive compensation related to fiscal 20182020 VICP awards that was payable in fiscal 2019,2021, but was deferred, and that are included in the“Non-Equity “Non-Equity Incentive Plan Compensation” column in “Summary Compensation Table” for fiscal 20182020 as follows: Mr. Jermain—$517,498, Mr. Frisch—$244,198; and Mr. Darroch—$110,831.

156,351. There were no contributions included from the “Salary” column in the “Summary Compensation Table.”

(2)
2

Of the amounts reported in the “Aggregate Balance at Last Fiscal Year End” column, the following amounts were previously reported in the Summary Compensation Tables in the Company’s Proxy Statements for its prior annual meetings of shareholders: Mr. Kelsey—$720,912;1,104,673; Mr. Jermain—$954,440;1,103,714; Mr. Frisch—$714,221;1,230,325; Mr. Ninivaggi—$188,199;315,818; and Mr. Darroch—$466,186.

585,823.

(3)

The “Aggregate Balance at Last FYE” column includes Mr. Darroch’s and Plexus’ contributions to the Plexus Corp. (UK) Ltd. Group Life Assurance Scheme (the “U.K. Plan”) prior to his relocation to the U.S. in fiscal 2015. Plexus has not made any contributions to the U.K. Plan for Mr. Darroch since his relocation to the U.S., but may do so in the future since he is returning to the United Kingdom in 2020.

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EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS

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Employment Agreements & Potential Payments
UPON TERMINATION OR CHANGE IN CONTROL

This section provides information about specific agreements with our named executive officers relating to employment andpost-employment compensation.

Plexus does not generally have employment agreements with its executive officers. However, the Committee and the board continue to believe that it is important to have an employment agreement with our CEO to set forth the terms of histheir employment, to provide incentives for him to continue with the Company over the long term and to protect the Company from competition post-employment. The Company entered into an employment agreement with Mr. Kelsey in 2016 in connection with his appointment as our President and CEO (the “Employment Agreement”).

All of our executive officers have change in control agreements that provide, in certain circumstances, for payments to the executive officers in the event of a change in control of Plexus.

Employment Agreement with Mr. Kelsey

The Employment Agreement between the Company and Mr. Kelsey specifies when the Company may terminate Mr. Kelsey for cause, as well as when Mr. Kelsey may leave the Company for good reason, and determines the compensation payable upon termination. The definitions of “cause” and “good reason” are substantially similar to those under the Company’s change in control agreements.

If Mr. Kelsey is terminated for cause or voluntarily leaves without good reason, dies or becomes disabled, the Company is not required to make any further payments to Mr. Kelsey other than with respect to obligations accrued on the date of termination. If Mr. Kelsey’s termination is due to his death or disability, any previously granted equity awards without performance goals, such as RSUs, would automatically vest and any performance stock units would vest pro rata based on his length of service during the performance period and actual Company performance.

If the Company terminates Mr. Kelsey without cause, or he resigns with good reason, Mr. Kelsey is entitled to receive his base salary for a two year period following his separation date (the “Separation Period”), a VICP cash incentive award keyed to the actual attainment of performance targets for the year in which Mr. Kelsey is involuntarily terminated, prorated based on the number of the days in the period in which he was employed, and a payment equal to 100% of his target annual VICP cash incentive award as in effect prior to the separation date on each December 15 during the Separation Period. In addition, Mr. Kelsey would also receive an amount equal to the maximum allowable Company contributions for a full plan year under the 401(k) Plan and the Company’s deferred compensation plans during the Separation Period. Mr. Kelsey would also be eligible to participate in the Company’s medical, dental and vision plans, subject to his payment of any premiums required by such plans, for a two year period following his separation; if anon-active employee is not eligible to participate in such plans, the Company will instead provide Mr. Kelsey with the cost of premium continuation coverage. In addition, Mr. Kelsey would receive alump-sum payment equal to the value of continued participation in the Company’s other welfare plans, and executive reimbursement plan, company car and other similar plans and arrangements for two years. Any payments triggered by a termination of employment are to be delayed until six months after termination, as required by Section 409A of the Code (except if such payment(s) qualify for an exception thereto). The Employment Agreement does not provide for any taxgross-up payments.
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Mr. Kelsey would also receive accrued and vested benefits under the 401(k) Plan and the SERP, and payment for accrued but unused vacation, upon a termination of employment for any reason; those amounts are not included in “Potential Benefits Table” below. See “Nonqualified Deferred Compensation” above for further information.

If Mr. Kelsey is terminated by Plexus without cause or he resigns with good reason, his equity awards would be treated in accordance with the terms of the Incentive Plan and predecessor plans, with Mr. Kelsey being deemed a continuing employee for purposes of applying the vesting and exercisability provisions of any equity awards held by him on his separation date that were granted more than one year prior to such date; see “Treatment of Equity Awards” below for more information.

Under Mr. Kelsey’s Employment Agreement, the Company is protected from competition by Mr. Kelsey after the termination of his employment. Upon termination, Mr. Kelsey agrees to not interfere with the relationships between the active customers and suppliers, as well as employees, of the Company for two years, and to not compete with the Company over the same period. Further, Mr. Kelsey has agreed to related confidentiality requirements after the termination of his employment.

Pursuant to thehis change in control agreement, Mr. Kelsey is eligible to receive three times salary plus benefits in the event of a termination of his employment in connection with a change in control. If both the Employment Agreement and the change in control agreement apply to a particular termination, Mr. Kelsey will receive benefits under whichever agreement provides the higher amount of benefits in the aggregate. As discussed below, the Company’s change in control agreements with its executive officers, including Mr. Kelsey, do not contain excise taxgross-up provisions.

Change in Control Agreements

CHANGE IN CONTROL AGREEMENTS
Plexus has change in control agreements with its executive officers and certain other key employees. Under the terms of these agreements, if there is a change in control of Plexus, as defined in the agreement, the executive officers’ authorities, duties and responsibilities shall remain at least commensurate in all material respects with those prior to the change in control. Their compensation may not be reduced, their benefits must be commensurate with those of similarly situated executives of the acquiring firm and their location of employment must not be changed significantly as a result of the change in control.

Determination of Benefit Levels

In general, the change in control agreements with our executive officers provide that, upon termination in the event of a change in control, executive officers will receive compensation equaling three times annual base salary plus targeted bonus, and an amount equal to a continuation of health and retirement benefits for that period. Certain other key employees also have change in control agreements on substantially the same terms, although generally with multipliers of one or two times annual base salary plus targeted bonus. In determining which employees should have change in control agreements, the Committee utilizes its guidelines, which focus on position, responsibilities and compensation level in order to minimize subjectivity.

There are not any excise taxgross-up provisions in any of the change in control agreements. As discussed below, the change in control agreements with all participants allow for a reduction in payments under a “best net” approach, providing either the full amount of the total payment or an amount equal to the total payment reduced by an amount necessary to avoid adverse excise tax consequences to the executive officer.
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In addition, under the Incentive Plan and its predecessor, upon a change in control, unvested awards will generally automatically vest for all award holders (for PSUs, the performance period will be deemed to have concluded as of the date of the change in control, performance will be calculated and vesting will be determined).

The Committee reviews the benefit levels under these agreements annually. It is the Committee’s view that the level of benefits, combined with the “double trigger” requiring both a change in control and a termination of employment, as well as the elimination of excise taxgross-up provisions, provides an appropriate balancing of the interests of the Company, its shareholders and its executives. Benefit levels are believed to be in line with competitive standards and Plexus’ overall compensation policy and level of other benefits, as well as necessary and appropriate to attract and retain executive talent. Therefore, offering a package that is consistent with market practices is appropriate to help motivate executives to focus on the Company’s shareholders, even when the circumstance might jeopardize their employment.

The Committee also intends that the potential expense of the agreements be reasonable as compared to total enterprise value. The potential expense of the agreements was estimated at 2.3% of total enterprise value as of the date of the Committee’s most recent determination, which the Committee believes remains within a reasonable range.

The Committee periodically reviews the scope and context of the change in control agreements. The Committee continues to believe that the change in control agreements will help motivate executive officers to respond appropriately, for the benefit of the Company and its shareholders, in the case of a proposed acquisition of the Company that they might perceive would jeopardize their employment.

Operation of Change in Control Agreements

Within 24 months after a change in control, in the event that any covered executive officer is terminated other than for cause, death or disability, or if an executive officer terminates his or her employment with good reason, Plexus is obligated to pay the executive officer, in a cash lump sum, an amount equal to three times (one to two times for other key employees) the executive officer’s base salary plus targeted cash incentive payment, and to continue retirement payments and certain other benefits. As discussed above, the change in control agreements designate three times salary plus benefits for each named executive officer. There are not any excise taxgross-up provisions in any of the change in control agreements. The agreements provide that a cap may apply if the total potential payments would be subject to any excise taxes imposed by Section 4999 of the Code because such potential payments would exceed three times base compensation determined under that section. In that case, total potential payments would be capped just below the excise tax threshold if the net uncapped amount that otherwise would have been retained by the executive officer (after such individual would pay the excise tax) would be less than the capped amount (with no imposed excise tax).

The agreements do not preclude termination of the executive officer, or require payment of any benefit, if there has not been a change in control of Plexus, nor do they limit the ability of Plexus to terminate these persons thereafter for cause. It is the Committee’s view that the level of benefits, combined with the “double trigger” requiring both a change in control and a termination of employment, provides an appropriate balancing of the interests of the Company, its shareholders and its executives.

Under our change in control agreements:

A termination for “cause” would occur if the executive officer willfully and continually fails to perform substantial duties or willfully engages in illegal conduct or gross misconduct which injures Plexus.

After a change in control, an executive may terminate for “good reason” which would include: requiring the executive to perform duties inconsistent with the duties provided under his or her agreement; Plexus not complying with provisions of the agreement or requiring the executive to move; or any attempted termination of employment which is not permitted by the agreement.

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A change in control would occur in the event of a successful tender offer for Plexus, other specified acquisitions of a substantial portion of the Company’s outstanding stock, a merger or other business combination involving the Company, a sale of substantial assets of the Company, a contested director’s election or a combination of these actions followed by any or all of the following actions: change in management or a majority of the board of the Company or a declaration of a “change in control” by the board of directors.

Treatment of Equity Awards

Under the Incentive Plan and predecessor plans, participants (or their representatives) have a period of time in which they may exercise vested awards after death, disability, retirement or other termination of employment, except in the case of termination with cause. Options and SARs do not continue to vest after termination except for full vesting upon a change in control or, when provided in the related award agreements, upon death or disability (all

TREATMENT OF EQUITY AWARDS
None of the named executive officers’ held outstanding stock options are currently vested).as of the end of fiscal 2021. RSUs that have yet to vest are generally forfeited on termination of employment, but immediately vest upon a change in control. PSUs that have yet to vest are also generally forfeited on a termination of employment, but are prorated following the conclusion of the performance period on death or retirement prior to the end of such period; on a change in control, the performance period is deemed over and any PSUs earned based on performance during such period vest at that time. See “Outstanding Equity Awards at Fiscal Year End” above for information as to the named executive officer’sofficers’ outstanding equity awards at September 28, 2019.

Severance

October 2, 2021.

SEVERANCE
Plexus does not have employment agreements with its executive officers other than Mr. Kelsey. It also does not have a formal severance plan for other types of employment termination, except in the event of a change in control as described above. Although Plexus has a general practice of providing U.S. salaried employees with two weeks’ severance pay for every year worked (generally to a maximum of 13 weeks) in the case of termination without cause, actual determinations are made on acase-by-case basis. Therefore, whether and to what extent Plexus would provide severance benefits to the named executive officers, or other executive officers, upon termination (other than due to death, permanent disability or a change in control) would depend upon the facts and circumstances at that time. As such, we are unable to estimate the potential payouts under other employment termination scenarios.

Potential Benefits Table

POTENTIAL BENEFITS TABLE
The following table provides information as to the amounts which will be payable (a) to Mr. Kelsey under his Employment Agreement if he is terminated by Plexus or if he resigns, (b) to the named executive officers in the event of death or permanent disability, and (c) to the named executive officers in the event they were terminated without cause, or the executive terminated with good reason, in the event of a change in control. The payments are calculated assuming a termination as of September 28, 2019,October 2, 2021, the last day of our previous fiscal year. The table includes only benefits that would result from the stated event, not vested benefits that are payable irrespective of the reason for termination.
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Executive Officer;
Context of
Termination
 Cash
Payments
(1)
  

Early
Vesting of
Stock
Options and
SARs

(2)

  

Early
Vesting of
RSUs

(3)

  

Early
Vesting of
PSUs

(4)

  Additional
Retirement
Benefits
(5)
  

Other
Benefits

(6)

  

Payment
Reductions

(7)

  Total 

Mr.  Kelsey –
Termination by Plexus for Cause or Resignation without Good Reason

  --   --   --   --   --   --   --   -- 

Mr.  Kelsey –
Termination by Plexus without Cause or Resignation with Good Reason

  $5,548,750   --   --   --  $386,279   $37,209   --   $5,972,238 

Mr.  Kelsey –
Death or Disability

  --(8)   --  $7,437,915  $4,620,988   --   --   --   12,058,903 

Mr.  Kelsey –
Change in Control

  6,513,750   --   7,437,915   8,883,207   579,418   394,337   --   23,808,627 

Mr.  Jermain –
Death or Disability

  --(8)   --   1,836,292   1,407,866   --   --   --   3,244,158 

Mr.  Jermain –
Change in Control

  2,677,500   --   1,836,292   2,640,658   238,762   325,087   --   7,718,300 

Mr.  Frisch –
Death or Disability

  --(8)   --   2,953,614   1,860,334   --   --   --   4,813,948 

Mr.  Frisch –
Change in Control

  3,121,875   --   2,953,614   3,491,161   276,487   273,253   --   10,116,390 

Mr.  Ninivaggi –
Death or Disability

  --(8)   --   1,502,222   1,129,050   --   --   --   2,631,272 

Mr.  Ninivaggi –
Change in Control

  2,320,500   --   1,502,222   2,122,974   206,700   391,219   $(865,297  5,678,318 

Mr.  Darroch –
Death or Disability

  --(8)   --   1,692,248   1,078,449   --   --   --   2,770,697 

Mr.  Darroch –
Change in Control

  2,193,000   --   1,692,248   1,948,431   196,373   299,034   --   6,329,086 

Executive Officer;
Context of
Termination
Cash
Payments1
Early
Vesting of
Stock
Options2
Early
Vesting of
RSUs3
Early
Vesting of
PSUs4
Additional
Retirement
Benefits5
Other
Benefits6
Total
Mr. Kelsey –
Termination by
Plexus for Cause or
Resignation
without Good
Reason
Mr. Kelsey –
Termination by
Plexus without
Cause or
Resignation with
Good Reason
$5,750,000
$428,200
$26,566
$6,204,766
Mr. Kelsey – Death or Disability
7
$8,759,164
$3,300,136
$12,059,300
Mr. Kelsey – Change in Control
$6,750,000
$8,759,164
$6,300,004
$642,300
$235,229
$22,686,697
Mr. Jermain – Death or Disability
7
$2,328,005
$872,236
$3,200,241
Mr. Jermain – Change in Control
$3,051,000
$2,328,005
$1,646,726
$297,152
$257,066
$7,579,949
Mr. Frisch – Death or Disability
7
$3,233,340
$1,215,898
$4,449,238
Mr. Frisch – Change in Control
$3,357,750
$3,233,340
$2,312,521
$334,116
$269,736
$9,507,463
Mr. Ninivaggi – Death or Disability
7
$1,815,224
$681,640
$2,496,864
Mr. Ninivaggi – Change in Control
$2,499,000
$1,815,224
$1,271,477
$257,592
$254,913
$6,098,206
Mr. Darroch – Death or Disability
7
$1,497,355
$562,416
$2,059,771
Mr. Darroch – Change in Control
$2,352,157
$1,497,355
$1,039,223
$212,556
$992,802
$6,094,093
(1)
1

Cash payments in the context of a termination in connection with change in control represent payments relating to the executives’ base salary and VICP cash incentive awards to the extent they would be paid after termination, based on the salary in effect at the end of fiscal 20192021 and the target VICP cash incentive payment for fiscal 2019.2021. Under the change in control agreements, this payment equals three yearsyears’ salary, as

it was in effect at the time of termination, plus three times the targeted VICP compensation for the year of termination.

As discussed above, pursuant to Mr. Kelsey’s employment agreement, if he is terminated without cause, or he resigns with good reason, he is entitled to receive his base salary for a two year period following his separation date and a pro-rated VICP cash incentive award for the year of involuntary termination. In addition, Mr. Kelsey would also receive two annual payments following his termination each equal to 100% of his target annual VICP cash incentive award as in effect prior to the separation date.
2

As discussed above, pursuant to Mr. Kelsey’s employment agreement, if he is terminated without cause, or he resigns with good reason, he is entitled to receive his base salary for a two year period following his separation date and apro-rated VICP cash incentive award for the year of involuntary termination. In addition, Mr. Kelsey would also receive two annual payments following his termination each equal to 100% of his target annual VICP cash incentive award as in effect prior to the separation date.

(2)

All outstanding unvested stock options and SARs would become vested upon a change in control, as well as upon death or disability. AllNo stock options previously granted toare currently outstanding for the named executive officers are fully vested. See “Outstanding Equity Awards at Fiscal Year End” for further information regarding all stock options owned by the named executive officers.

(3)
3

All outstanding unvested RSUs would become vested upon a change in control. The amount shown is the value of the unvested RSUs based on Plexus’ closing stock price of $62.56$91.08 per share on the last trading date of fiscal 2019.

2021.
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(4)
4

The performance period for outstanding PSUs would be deemed to end upon a change in control and vesting would be determined at that time. Based onThe amount shown is the value of all outstanding unvested PSUs, assuming target payout for fiscal year 2019 (TSR-based PSUs only), fiscal year 2020 and fiscal year 2021 performance throughas of the change in control date. Amounts reported for the Death and Disability scenario are pro-rated at target performance for the portions of the cycles unearned at the end of fiscal 2019: the amounts reported for the fiscal 2019 PSUs reflect a payout at the maximum achievement level for both the portion of the PSUs that vests based on economic return and the portion that vests based on relative TSR performance; the amounts reported for the fiscal 2018 PSUs reflect a payout at the maximum achievement level for both the portion of the PSUs that vests based on economic return and the portion that vests based on relative TSR performance; and the amounts reported for the fiscal 2017 PSUs reflect a payout at the maximum achievement level for the portion of the PSUs that vest based on economic return and a payout at the target achievement level for the portion that vests based on relative TSR performance.year 2021. The amounts above were calculated using Plexus’ closing stock price of $62.56$91.08 per share on the last trading day of fiscal 2019. Payments would be prorated due to death or disability.

2021.

(5)
5

Under the change in control agreements, the Company would be required to continue payments to the 401(k) Plan and SERP for three years at the same level during the year preceding the change in control. Similar provisions for a termination without cause apply with respect to Mr. Kelsey’s Employment Agreement, with such obligations continuing for two years. This column represents the total amount of those payments. The executive officers would also receive accrued and vested benefits under the 401(k) Plan and the SERP, and payment for accrued but unused vacation, upon a termination of employment for any reason; those amounts are not included in the table. See “Nonqualified Deferred Compensation” for further information.

(6)
6

The amounts in the context of a termination in connection with a change in control include continuing payments of health and welfare benefits, accrued vacation, executive reimbursement plan expenses, company car and other benefits for three years, as provided in the agreements. Mr. Kelsey would receive similar benefits for two years in the event he is terminated without cause, or he resigns with good reason, as described above.

(7)
7

The change in control agreements do not provide for a tax gross up; however, they do provide for a reduction in payments in certain circumstances so as to avoid adverse excise tax consequences under a “best net” approach. The amount shown for Mr. Ninivaggi represents a reduction in payments in accordance with these provisions.

(8)

Excludes life or disability insurance payments from third party insurers.

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PAY RATIO DISCLOSURE

Pursuant to Item 402(u) of RegulationS-K, we are providing the following information for fiscal 2019,2021, which includes a ratio of the total annual compensation of Mr. Kelsey our Chief Executive Officer (“CEO”), to the median annual total compensation of all employees other than our CEO (the “Pay Ratio”):

•   

CEO total annual compensation:

$6,519,481
$7,623,221

•   

Median employee total annual compensation:

$13,689
$15,087

•   

Ratio of CEO to median employee compensation:

compensation
476:1
505:1

Due to

In determining our median employee, a list was prepared of all of our global employees (excluding the departureCEO) and their annual compensation as of October 2, 2021. Annual compensation included base pay, which was determined via payroll records and annualized for those employees who were not employed for a full year at the time of the median employeecalculation. For foreign employees, we used the then-current exchange rate in the Company’s fiscal 2018 Pay Ratio calculation, the Company is using a new median employee whose compensation is substantially similarorder to the previous median employee, as permitted under the instructions of Item 402(u), because there have not been any changes in the Company’s employee population or employee compensation arrangements that it believes would significantly impact the Pay Ratio disclosure. For a discussion about how the Company determined its median employee from a compensation perspective for purposes of the Pay Ratio, please see the Company’s proxy statement for its 2019 annual meeting shareholders.

convert such amounts into U.S. dollars. For purposes of the Pay Ratio disclosed above, the total compensation of both the CEO and the median employee for fiscal 20192021 were calculated based on the definition of total compensation for purposes of the Summary Compensation Table.

SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions. No employees were excluded when constructing the list of our global employees, but the Pay Ratio reported above may not be comparable to the pay ratio calculated by other companies, as other companies have different circumstances, employee populations and compensation practices, and may utilize different methodologies, exclusions, estimates and assumptions.

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COMPENSATION AND& RISK

During fiscal 2019,2021, the Company reviewed its compensation policies, programs and procedures, including the incentives they create and mitigating factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. Management assessed risk factors associated with specific compensation programs, as well as enterprise-level compensation risk factors, and a risk rating was assigned to each factor. The program-specific risk factors assessed included payout potential, payout as a percentage of total compensation, risk of manipulation, discretion to modify awards, overall plan design and market appropriateness. Enterprise-level risk factors evaluated included the balance between performance rewarded and the sustainability of that performance, the overall compensation mix, consistency between annual and long-term objectives as well as metrics, achievability of performance goals without undue risk-taking, the relationship of long-term awards to the Company’s pay philosophy, stock ownership requirements, the weighting and duration of performance metrics, the value of severance packages, the degree to which pay programs (including retirement benefits) and/or grants may be considered disproportionate, and the interaction of compensation plans with the Company’s financial performance and strategy. The Compensation and Leadership Development Committee reviewed management’s evaluation process as well as its results, and determined that both the process and conclusions reached were reasonable.

Based on this review, the Company has concluded that its compensation policies, programs and procedures are not reasonably likely to have a material adverse effect on the Company.

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PROPOSAL 2 –
ADVISORY VOTE TO APPROVE NAMED
EXECUTIVE OFFICER COMPENSATION

Board
Recommendation
An advisory proposal to approve the compensation of the Company’s named executive officers, as disclosed under the headings “Compensation Discussion and Analysis” and “Executive Compensation”

FOR
SEC rules require publicly-traded companies like Plexus to hold an advisory vote of their shareholders at least once every three years to approve the named executive officer compensation, as disclosed in the company’s proxy statement pursuant to Item 402 of RegulationS-K; Plexus discloses this information in “Compensation Discussion and Analysis” and “Executive Compensation” herein. Plexus currently holds these votes annually.

As described in “Compensation Discussion and Analysis” above, we design our executive compensation programs to attract, motivate and retain the talent needed to lead a complex global organization, to drive global financial and operational success, to create an ownership mindset and to appropriately balance Company performance and individual contributions towards the achievement of success. A meaningful portion of our executive officers’ compensation is at risk, reflecting the Company’s emphasis on pay that reflects performance and drives long-term shareholder value. We believe the Company’s compensation program as a whole is well suited to promote the Company’s objectives in both the short and long term.

Accordingly, the following resolution will be submitted to our shareholders for approval at the annual meeting:

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

As an advisory vote, this proposal is not binding on the Company. However, the Compensation and Leadership Development Committee, which is responsible for designing and administering the Company’s executive compensation programs, values the opinions expressed by our shareholders, and will consider the outcome of the vote when making future compensation decisions on the Company’s executive compensation programs.

The board unanimously recommends that shareholders voteFOR approval of the compensation of the Company’s named executive officers as described in this proxy statement.
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CERTAIN TRANSACTIONS

Plexus has a written policy requiring that transactions, if any, between Plexus and its executive officers, directors or employees (or related parties) must be on a basis that is fair and reasonable to the Company and in accordance with Plexus’ Code of Conduct and Business Ethics and other policies. Plexus’ policy focuses on related party transactions in which its insiders or their families have a significant economic interest; while the policy requires disclosure ofall transactions, it recognizes that there may be situations where Plexus has ordinary business dealings with other large companies in which insiders may have some role, but little, if any, stake in a particular transaction. Although these transactions are not prohibited, any such transaction involving an executive officer, director or related party must be approved by either a disinterested majority of the board of directors or by the Audit Committee.

Jacob Foate, the adult son of Mr. Foate, Plexus’Non-Executive Chairman, Chair, began working for Plexus in fiscal 2019 as aand is currently the Director – IT Security & Data Governance Manager.Management. His annual base salary is $150,000, he received a signing bonus$170,000. Andy Kelsey, the adult son of $10,000Todd Kelsey, Plexus’ President and Chief Executive Officer, began working for Plexus in fiscal 20192015 and he participatesis currently serving as the Sr. Site Director for our Livingston Design Center. His annual base salary is $175,000. Both Jacob and Andy participate in the Company’s incentive plans, as well as its other benefit plans, on the same basis as other salaried employees.

Please see “Corporate Governance–Director Independence” for a discussion of certain transactions and relationships that the board considered when determining the independence of Plexus’ directors. There were no other transactions in an amount or of a nature that were reportable under applicable SEC rules in fiscal 2019.2021.
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REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the board of directors, which was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, oversees and monitors the participation of Plexus’ management and independent auditors throughout the financial reporting process and approves the hiring and retention of, and fees paid to, the independent auditors. The Audit Committee also generally reviews other transactions between the Company and interested parties that may involve a potential conflict of interest. No member of the Audit Committee is employed by, or has any other material relationship with, Plexus. The members are all “independent directors” as defined in Rule 5605(a)(2) of the listing standards applicable to the Nasdaq Global Select Market and relevant SEC rules. The Plexus board of directors has adopted a written charter for the Audit Committee, and the current version is available on Plexus’ website.

In connection with its function to oversee and monitor the financial reporting process of Plexus, and in addition to its quarterly review of interim unaudited financial statements, the Audit Committee has done the following:

reviewedReviewed and discussed the audited financial statements for the fiscal year ended September 28, 2019,October 2, 2021, with Plexus management;

discussedDiscussed with PwC, Plexus’ independent auditors, those matters which are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; and

receivedReceived the written disclosure and the letter from PwC required by the applicable standards of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence.

Based on the foregoing, the Audit Committee recommended to the board of directors that the audited financial statements be included in Plexus’ annual report on Form10-K for the fiscal year ended September 28, 2019.October 2, 2021. The Audit Committee further confirmed the independence of PwC.

MEMBERS OF THE AUDIT COMMITTEE:

Members of the Audit Committee:

Rainer Jueckstock, Chair

Peter Kelly, Chair

Randy J. Martinez
Stephen P. Cortinovis
Peter Kelly
David J. Drury
Rainer Jueckstock
Karen M. Rapp

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PROPOSAL 3 –
RATIFY INDEPENDENT AUDITORS

Board
Recommendation
Ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2022.

FOR
PwC has served as Plexus’ independent auditors since at least 1985. Subject to ratification by shareholders, the Audit Committee intends to reappoint the firm of PwC as independent auditors to audit the financial statements of Plexus for fiscal 2020.2022. In making its decision to reappoint PwC for fiscal 2020,2022, the Audit Committee considered the qualifications, performance and independence of PwC and the audit engagement team, the quality of its discussions with PwC and the fees charged for the services provided. Although shareholder ratification of the independent auditors is not required by our bylaws or otherwise, we are submitting this matter for ratification to permit shareholders to participate in this important decision. If shareholders fail to ratify the selection of PwC as the Company’s independent auditors for fiscal 2020,2022, the Audit Committee will reconsider the selection, although it will not be required to select a different independent auditor. Representatives of PwC are expected to be presentparticipate at the virtual annual meeting of shareholders to respond to questions and make a statement if they desire to do so.

Fees and Services

Fees (including reimbursements forout-of-pocket expenses) paid to PwC for services in the last two fiscal years were as follows:

           2019                    2018        

Audit fees:

    $1,724,204     $1,708,695

Audit-related fees:

    90,000      135,000

Tax fees:

    52,032      30,000

All other fees:

    --      --

 
2020
2021
Audit fees:
$1,591,263
$1,644,964
Audit-related fees:
Tax fees:
All other fees:
The above amounts relate to services provided in the indicated fiscal years, irrespective of when they were billed. Audit fees relatedrelate to Plexus’ annual integrated audit and quarterly professional reviews. Audit-related fees for fiscal 2019 and 2018 consisted of consultations concerning financial accounting and reporting standards. Tax services consisted primarily of tax compliance and other tax advice regarding special Plexus projects. The Audit Committee considered the compatibility of thenon-audit services provided by PwC with the maintenance of that firm’s independence.

The Audit Committee generally approves all engagements of the independent auditor in advance, including approval of the related fees. The Audit Committee approves an annual budget (and may from time to time approve amendments thereto), which specifies projects and the approved levels of fees for each. To the extent that items are not covered in the annual budget or fees exceed the budget, management must have such items approved by the Audit Committee or, if necessary between Audit Committee meetings, by the Audit Committee chairmanchair on behalf of the Audit Committee. There were no services in fiscal 20192020 or 20182021 that were not approved in advance by the Audit Committee under this policy.
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*    *    *    *    *

By order of the Board of Directors

LOGO

Angelo M. Ninivaggi

Executive Vice President, Chief Administrative Officer,

General Counsel and Secretary

Neenah, Wisconsin

December 9, 2019

Householding & Solicitation
A copy (without exhibits) of Plexus’ annual report to the SEC on Form10-K for the fiscal year ended September 28, 2019,October 2, 2021, will be provided without charge to each record or beneficial owner of shares of Plexus’ common stock as of December 5, 2019,13, 2021, on the written request of that person directed to: Heather Beresford, Senior DirectorShawn Harrison, VP – Communications and Investor Relations, Plexus Corp., One Plexus Way, P.O. Box 156, Neenah, Wisconsin 54957-0156. See also the Notice page 1 of this proxy statement. In addition, copies are available on Plexus’ website at www.plexus.com under the link titled “Investors,” then “Financial Info.”

To save printing and mailing costs, in some cases only one notice, annual report and/or proxy statement will be delivered to multiple holders of securities sharing an address unless Plexus has received contrary instructions from one or more of those security holders. Upon written or oral request, we will promptly deliver a separate copy of the annual report or proxy statement, as applicable, to any security holder at a shared address to which a single copy of the document was delivered. You may request additional copies by written request to the address set forth in the paragraph above or as set forth on the first page 1 of this proxy statement. You may also contact Ms. BeresfordMr. Harrison at that address or at1-920-751-3612 1.920.969.6000 if you wish to receive a separate annual report and/or proxy statement in the future, or if you share an address with another security holder and wish for delivery of only a single copy of the annual report and/or proxy statement if you are currently receiving multiple copies.

LOGO

The Product Realization Company

ONE PLEXUS WAY

P.O. BOX 156

NEENAH, WI 54957-0156

VOTE BY INTERNET -www.proxyvote.com

UseThis solicitation is being made on behalf of Plexus by its board of directors. Plexus will pay the internet to transmit yourexpenses in connection with the solicitation of proxies. Upon request, Plexus will reimburse brokers, dealers, banks and voting instructions andtrustees, or their nominees, for electronic deliveryreasonable expenses incurred in forwarding copies of information. Vote by 11:59 p.m. Eastern Time on the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by Plexus Corp. in mailing proxy materials you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail orreport to the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Votebeneficial owners of shares which such persons hold of record. Plexus will solicit proxies by 11:59 p.m. Eastern Time on the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Plexus Corp., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E86431-P30277            

KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

PLEXUS CORP.

For

All

Withhold

All

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

Proposals:

1.

Election of Directors:

____________________________________

Nominees:

01)    Ralf R. Böer        07)    Peter Kelly
02)    Stephen P. Cortinovis        08)    Todd P. Kelsey
03)    David J. Drury        09)    Karen M. Rapp
04)    Joann M. Eisenhart        10)    Paul A. Rooke
05)    Dean A. Foate        11)    Michael V. Schrock
06)    Rainer Jueckstock
   For   AgainstAbstain

2.

Ratification of PricewaterhouseCoopers LLP as Independent Auditors for fiscal 2020;

3.

Advisory vote to approve the compensation of Plexus Corp.’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation” in the Proxy Statement;

4.

In their discretion on such other matters as may properly come before the meeting or any adjournment thereof;

all as set out in the Notice and Proxy Statement relating to the annual meeting, receipt of which is hereby acknowledged.

The board of directors recommendsmailing a vote:

"FOR" each of the nominees for director who are listed in Proposal (1), and

"FOR" Proposals (2) and (3).

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If you do not provide a direction, this proxy will be voted “FOR” each of the nominees for director who are listed in Proposal (1), and “FOR” Proposals (2) and (3).

Please indicate if you plan to attend this meeting.

Yes

No

Note:

Please sign exactly as your name or names appear(s) on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

      Signature [PLEASE SIGN WITHIN BOX]        

Date

         Signature (Joint Owners)

Date


ANNUAL MEETING OF SHAREHOLDERS OF

PLEXUS CORP.

February 12, 2020

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

Important Notice Regarding theof Internet Availability of Proxy Materials to all shareholders; paper copies of the proxy materials will be sent upon request as provided above as well as in the Notice of Internet Availability of Proxy Materials.

Proxies may be solicited in person, or by telephone, e-mail or facsimile, by officers and regular employees of Plexus who will not be separately compensated for those services.
SAFE HARBOR AND FAIR DISCLOSURE STATEMENT
The statements contained in this proxy statement that are not historical facts (such as statements in the Annual Meeting:

The Noticefuture tense and Proxy Statementstatements including believe, expect, intend, plan, anticipate, goal, target and similar terms and concepts), including all discussions of periods which are not yet completed, are forward-looking statements that involve risks and uncertainties. These risks and uncertainties include the evolving effect, which may intensify, of COVID-19 on our employees, customers, suppliers, and logistics providers, including the impact of governmental actions being taken to curtail the spread of the virus. Other risks and uncertainties are described in our other SEC filings, particularly within Risk Factors in our fiscal 2021 Form 10-K are available at www.proxyvote.com.

i    Please detach along perforated line and mail in the envelope provided.    i

— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

any subsequently filed Form 10-Q.
By order of the Board of Directors

E86432-P30277            

PLEXUS CORP.

PROXY FOR 2020 ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Dean A. Foate, Todd P. Kelsey, Patrick J. Jermain and


Angelo M. Ninivaggi
Neenah, Wisconsin
Executive Vice President, Chief Administrative Officer, General Counsel and any of them, proxies, with full power of substitution, to vote all shares of stock that the undersigned is entitled to vote at the annual meeting of shareholders of Plexus Corp., to be held at the Waldorf Astoria Chicago, 11 East Walton Street, Chicago, Illinois 60611, on Wednesday, February 12, 2020, at 8:00 a.m. Central Time, or at any adjournment thereof, as specified on the reverse side, hereby revoking any proxy previously given.

(Continued and to be signed on reverse side)

Secretary

December 17, 2021
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