To Our Stockholders,

The Sanmina Board of Directors thanks you for your investment in Sanmina Corporation and for your continued support throughout our ongoing transformation.support. We have strengthened our management team, enhanced our capabilities and fine-tuned our operations to drive operational and financial efficiencies that position Sanmina to deliver compelling long-term value for our stockholders. The Board represents you as stockholders and we take this role very seriously. We appreciate the trust you place in our Board to oversee your investment in our business. IMPROVED PERFORMANCE AND STOCKHOLDER VALUE CREATIONMANAGING THE IMPACT OF COVID-19 PANDEMIC Sanmina isWe’ve learned a well-balanced company, delivering innovative, high technology, cost-efficient manufacturing solutions to the market fromlot, accomplished a strong financial position. At the same time,lot and we have a results-driven culturegreat deal to be proud of. Fiscal 2020 illustrated the importance of a focused strategy and a dynamic and dedicated team as we faced unprecedented challenges brought on by the COVID-19 global pandemic. Since the pandemic unfolded, Sanmina’s manufacturing operations have remained open across various regions in the world, producing products that recognizes employee achievementare essential to our daily lives. During this difficult time, our priorities have been to protect the health, safety and fosters integrity, trustwell-being of our employees, while continuing to serve our global customers. To that end, we implemented robust safety measures in our workplaces, including personal protective equipment (“PPE”) for our employees, social distancing protocols, work-from-home policies and collaboration. Our entire team is customer focused and committed to delivering superior results to bothcontact tracing practices at our customers and investors. In FY19, we increased our operating efficiencies, leveraged our advanced technology and manufacturing capabilities, and further diversified within our end markets. As a result, we generated improved financial results and built a foundation ready to capitalize on the momentum.sites.

JURE SOLA Executive Chairman of the Boardand CEO

PERFORMANCE AND STOCKHOLDER VALUE CREATION

Sanmina delivers innovative, mission critical, high technology and cost-efficient manufacturing solutions to diversified end markets from a strong financial position. Our results-driven culture recognizes employee achievement and fosters integrity, trust and collaboration. Our entire team is customer focused and committed to delivering superior results to both our customers and stockholders.

The extraordinary work of our teams, who remained agile and resilient in this challenging environment, is evident in our financial performance for the fiscal year. While revenue and non-GAAP EPS were down compared to the prior year due to the global pandemic, revenue and EPS grew sequentially the last two quarters exiting the fiscal year. Despite the challenging market dynamics, we were able to increase our operating efficiencies and leverage our advanced technology and manufacturing capabilities to deliver improved non-GAAP operating margin, pre-tax non-GAAP ROIC and non-GAAP EBITDA margin while generating strong cash flow from operations.

Looking ahead to FY20FY21, we remain focused on disciplined execution and sustainable execution.growth. We have a seasoned and experienced leadership team and a solid foundation to drive long-term sustainable results. We are committed to healthy cash generation,delivering industry-leading operating margins and quality growth. We continuehealthy cash generation. Our plan to diversify withinunlock untapped potential as we execute on our markets, creating a portfoliostrategy, coupled with our strong balance sheet, will propel us into the next phase of business with longer product life cycles, increased customer loyalty, higher technologyour evolution, while providing long-term value to our stockholders, employees and higher complexity products. As our markets evolve and grow, our ability to optimize our product and portfolio mix towards higher value opportunities will continue to be an important lever for managing the business.customers.

NEW EXECUTIVE MANAGEMENT TEAM2021 Proxy Statement       1

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Letter from the Chairman and CEO

We recognize that in order to consistently achieve our goals, we must continue to evolve our business. We have appointed two new key members of management to help drive this evolution. In September 2019, we appointed Hartmut Liebel as our new CEO. Hartmut is a proven business leader with a distinguished track record of successfully driving profitable growth with a strong focus on customer service and satisfaction, innovation, operational execution and people development. In January 2019, our Chief Financial Officer announced his plan to retire and, in October 2019, Kurt Adzema was appointed to the role. Mr. Adzema brings over 20 years of experience in financial leadership roles with an extensive background in corporate development, strategic planning, financial analysis, investment banking and investor relations. On behalf of the Board, we are pleased to welcome these two new executives to the company.

INCREASED STOCKHOLDER ENGAGEMENT

Our Board and Management are committed to regularongoing engagement with our stockholders. Our Board- drivenboard-driven stockholder outreach program and feedback isare shared with the Board and respective Committees to determine actionable items. In 2019,2020, we reached out to approximately 67%stockholders representing 69% of our stockholders and spokeoutstanding shares, while speaking with a sizable and diverse group that holds 47%holders of approximately 29% of our outstanding shares. Our discussions spanned a variety of topics, including alignment of our compensation programs, corporate governance, and sustainability practices, as well asand our current strategy for growth and long-term value creation.

In FY20,Our 2021 compensation program builds on the work we have refreshedperformed in 2020 to refresh our compensation program toand better focus even more on performance and the future potential to drive long term growth, with a strong emphasis on accountability to deliver the right results in the right way. To better align our 2020 compensation program with our strategy, we conducted a comprehensive review of our program to ensure that we are incentivizing quality growth and continue to pay for performance, while also focusing on key operation and financial metrics anddriving long-term stockholder value. Our Compensation Discussion and Analysis describes these changes.growth.

On behalf of the entire Board, we value feedback from our stockholders and remain committed to an open dialogue going forward. We are excited about Sanmina’s future and value the trust you place in our Board.

Thank Youyou for your continued trust and support in Sanmina.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

	WHEN			WHERE			RECORD DATE
Monday, March 9, 2020;15, 2021; 11:00 A.M., Pacific StandardDaylight Time		30 E. Plumeria Drive, San Jose, California 95134	Virtual Meeting www.virtualshareholdermeeting.com/SANM2021			January 15, 202021, 2021

ITEMS OF BUSINESS

		Board Recommendation
Proposal 1: To elect nineeight directors of Sanmina Corporation			FOR each director nominee
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as Sanmina Corporation’s independent registered public accounting firm for the fiscal year ending October 3, 20202, 2021			FOR
Proposal 3: To approve the reservation of an additional 1,600,000 shares of common stock for issuance under the 2019 Equity Incentive Plan of Sanmina Corporation		FOR
Proposal 4: To approve, on an advisory (non-binding) basis, the compensation of Sanmina Corporation’s named executive officers			FOR
Proposal 4: To approve the reservation of an additional 1,400,000 shares of common stock for issuance under the 2019 Equity Incentive Plan of Sanmina Corporation			FOR

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

Pursuant to the Internet proxy rules promulgated by the Securities and Exchange Commission (the “SEC”), Sanmina Corporation has elected to provide access to its proxy materials over the Internet. Accordingly, stockholders of record at the close of business on January 15, 202021, 2021 will receive a Notice of Internet Availability of Proxy Materials and may vote at the Annual Meeting and any adjournment or postponement of the meeting. Sanmina Corporation expects to mail the Notice of Internet Availability of Proxy Materials on or about January 22, 2020.28, 2021.

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

FOR THE BOARD OF DIRECTORS

CHRISTOPHER K. SADEGHIAN
Corporate Secretary

2       SANMINA CORPORATION2021 Proxy Statement       3

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PROXY SUMMARY

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

Fiscal 2019
Performance Highlightsoperations.

REVENUE & NON-GAAP OPERATING MARGIN* (In Millions)
CASH FLOW FROM OPERATIONS (In Millions)
NON-GAAP EARNINGS PER SHARE (EPS)*
($ in Millions)

NON-GAAP EBITDA*		PRE-TAX NON-GAAP ROIC*		CASH FLOW FROM OPERATIONS
($ in Millions)				($ in Millions)

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Proxy Summary

Board and Governance Highlights

PROPOSAL ONE:ELECTION OF DIRECTORS The Board recommends a voteFOReach director nominee.

›See page 13 for further information.

Director Nominees

		Name and principal position		Age		Independent		Director since		Tenure		Board committees
												AC		CC		NGC
		Jure Sola Executive Chairman of Sanmina Corporation		69		No		1989		31
		Hartmut Liebel Chief Executive Officer of Sanmina Corporation		56		No		2019		1
		Eugene A. Delaney Consultant		63		Yes		2013		7
		John P. Goldsberry Former Chief Financial Officer, GLOBALFOUNDRIES Inc.		65		Yes		2008		12
		Rita S. Lane Consultant		57		Yes		2016		4
		Joseph G. Licata, Jr Managing Partner, BlueArc Capital Management		59		Yes		2007		13
		Krish Prabhu Consultant		65		Yes		2019		1
		Mario M. Rosati Retired Member, Wilson Sonsini Goodrich & Rosati		73		Yes		1997		23
		Jackie M. Ward(Lead Independent Director) Former Chair of the Board of Sysco Corporation and Chair of the Board of Luna C Clothing		81		Yes		2001		19

											Board committees
	Name and principal position		Age		Independent		Director since		Tenure		AC		CC		NGC
	Jure Sola		70		No		1989		32
	Chairman and Chief Executive Officer of Sanmina Corporation
	Eugene A. Delaney		64		Yes		2013		8
	Consultant
	John P. Goldsberry		66		Yes		2008		13
	Former Chief Financial Officer, GLOBALFOUNDRIES Inc.
	Rita S. Lane		58		Yes		2016		5
	Consultant
	Joseph G. Licata, Jr.		60		Yes		2007		14
	Managing Partner, BlueArc Capital Management
	Krish Prabhu		66		Yes		2019		2
	Consultant
	Mario M. Rosati		74		Yes		1997		24
	Retired Member, Wilson Sonsini Goodrich & Rosati
	Jackie M. Ward (Lead Independent Director)		82		Yes		2001		20
	Former Chair of the Board of Sysco Corporation and Chair of the Board of Luna C Clothing

AC

Audit Committee

CC

Compensation Committee

NGC

Nominating and Governance Committee

Chair

Member

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Proxy Summary

Board Snapshot

	BOARD INDEPENDENCE				DIVERSITY
	TENURE				AGE

SKILLS AND EXPERIENCE

		Type of Experience
		Electronics manufacturing services and similar manufacturing companies
		Other technology/information technology
		Public company board membership
	Executive or senior management		Senior management for public and large companies and private and entrepreneurial companies
		International business
		Strategic planning
		Business development and marketing
		Executive compensation issues
		Accounting, audit and corporate finance
		Board governance, including board nominations
		Risk management, compliance and crisis communicationregulatory
		Senior leadership in business, professional services and education/government

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Proxy Summary

Responsiveness to Our Stockholders

The Compensation Committee strives to ensure that our executive compensation program aligns with the interests of our stockholders and adheres to our pay-for performance philosophy. We were disappointed with our 51% stockholder support for our 2019 Say on Pay vote. Following the 2019 annual meeting of the stockholders, the Compensation Committee was restructured and Eugene Delaney was appointed to chair the Compensation Committee. Mr. Delaney took immediate action to better understand the views of our stockholders and address their concerns.

2019 STOCKHOLDER OUTREACH In 2019, we invited stockholders representing approximately67%of our outstanding shares to meet with our management and members of the Board to discuss executive compensation and governance. Sanmina management and members of the Board met with stockholders representing47%of outstanding shares. Stockholders representing20%of outstanding shares did not require a meeting, had no concerns or did not respond. In addition to input on current governance and executive compensation topics specific to Sanmina, we invited discussion on any other topics or trends stockholders wished to share with us. Additionally, we engaged with a key proxy advisory firm to better understand the methodology they use to evaluate our compensation plans and corporate governance practices.

WHAT WE HEARD ●Stockholders wanted greater response to the Say-on-Pay result and the feedback provided. ●Stockholders expressed concern about the alignment of the compensation plans to performance and stockholder interests. ●Stockholders were concerned about single-year performance goals with multiple years to achieve contained in our long-term plan, rather than cumulative, multi-year goals measured at the end of the multi-year period. ●Stockholders wanted more transparency around performance goals and fewer modifiers in the short-term incentive plan. ●Stockholders preferred an increase in executive stock ownership requirements. ●Stockholders wanted a more robust clawback policy. ●Stockholders expressed interest in knowing more about Board composition, skills, succession planning, the nominating process and refreshment, and the Board’s involvement in Company strategy. ●Additionally, key proxy advisors expressed concerns regarding CEO pay, the relationship between pay and Company performance, redundancy of performance metrics between the annual bonus program and the long-term incentive program, and the percentage of long-term incentive awards described as “performance-based”.

WHAT WE HAVE DONE IN RESPONSE ●The Board of Directorsreconstituted the Compensation Committee and appointed a new Chair. ●Weincreased engagement with stockholders to better understand and best align Sanmina’s compensation plan to stockholder interests while meeting the needs of a very dynamic and competitive market for talent retention and recruiting. ●Sanmina engaged with a major advisory firm to better understand its methodology in making recommendations concerning proposals being voted upon by stockholders at annual meetings. ●We provide in this Proxy Statementgreater transparency about our compensation plans, their purpose, what they measure and how they operate. ●The Compensation Committee madesignificant changes to Sanmina’s executive compensation program (effective fiscal 2020): ●Increased the CEO’s percentage of total target compensation comprised of performance-based long-term incentives to 62% from 53%. ●Eliminated duplication of performance metrics between the short-term bonus plan and long-term incentive awards. ●Established long-term incentive performance goals that cover a full three-year period, with no interim measurement. ●Simplified and reduced the array of performance metrics in the short-term bonus plan. ●Strengthened our Clawback Policy to apply to equity awards.

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Proxy Summary

Good Governance Practices

BOARD INDEPENDENCE			BOARD EFFECTIVENESS			BOARD EFFECTIVENESSGOOD CORPORATE GOVERNANCE PRACTICES		GOOD CORPORATE GOVERNANCE PRACTICES
●7 of our 98 director nominees are independent ●Lead Independent Director ●All Nasdaq-required Board committees consist solely of independent directors ●Independent Committee Chairs ●Independent directors regularly meet in executive session, without members of management			●95% or greater Board and Committee meeting attendance in 20192020 by each director ●100% director attendance at our 20192020 Annual Meeting of Stockholders ●Board oversight of strategy ●Board oversight of risk management processes ●Updates to the Board on investor engagement			●Annual election of directors ●Comprehensive Code of Conduct and Corporate Governance Guidelines ●Compensation clawback policy covering both cash and equity incentives ●Stock ownership and holding guidelines for directors and executive officers ●Policies prohibiting hedging and pledging of our shares by directors and executive officers ●Expansive shareholder outreach program to gauge support for our executive compensation practices and corporate governance policies and to respond to stockholder input.input

2020 Proxy Statement       7Stockholder Outreach

TableWe believe that effective corporate governance should include regular, constructive conversations with our stockholders. In 2020, we invited stockholders representing 69% of Contentsour outstanding shares to meet with our management and members of the Board to solicit feedback about our business, corporate governance, and our executive compensation programs, speaking with holders of 29% of our shares (the remaining 40% did not require a meeting or did not respond). In addition to input on current governance and executive compensation topics specific to Sanmina, we invited discussion on any other topics or trends stockholders wished to share with us. Additionally, we engaged with a key proxy advisory firm to explain and reinforce our executive compensation program and philosophy and to understand any comments they had.

Proxy Summary

PROPOSAL TWO:RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board recommends a voteFORthis proposal.

›See page 28 for further information.

PROPOSAL THREE:APPROVAL OF THE RESERVATION OF AN ADDITIONAL 1,600,000 SHARES OF COMMON STOCK FOR ISSUANCE UNDER THE 2019 EQUITY INCENTIVE PLAN The Board recommends a voteFORthis proposal.

›See page 30 for further information.

PROPOSAL FOUR:APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF COMPENSATION OF NAMED EXECUTIVE OFFICERS The Board recommends a voteFORthis proposal.

›See page 41 for further information.

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Proxy Summary

Executive Compensation Highlights

Components of CEO Compensation - 20192020 and 2021

					Component	2020 % of Total Target	2021 % of Total Target	Purpose	Key Characteristics
					Base Salary			●Attract and retain talent with a competitive level of pay	●Determined in consideration of individual performance, experience level and peer group compensation data ●Targeted below 50th50th percentile of our peers
					Annual Incentive Compensation			●Incentivize and reward for corporate and individual performance over shorter time periods and to aid in retention ●Drive achievement of specific goals in line with our strategy	●Two financial goals (revenue non-GAAP operating margin) ●Five modifiers (Q4 non-GAAP operating margin, cash flow from operations, inventory turns, pre-tax return on invested capital and non-GAAP EBITDA) ●Individual Metrics: Individual performance objectives ●Compensation Committee has discretion to adjust upward or downward ●Allows for total cash compensation to become more competitive compared to peers when high levels of corporate and individual performance are achieved
					Equity Incentives		●Align incentives of management with interests of stockholders ●Align realized pay with stockholder value creation ●Support long-term retention of critical talent	●Favorable mix of performance-based PSUs and time-based RSUs (69%/31%) ●PSU Metrics: Non-GAAP earnings per share ●Stock Option Vesting Metric: Stock price increases ●Awards vest over multi-year periods ●Allows for total compensation to become more competitive to peers when high levels of corporate and individual performance, including increases in stock price, are achieved

2020 Proxy Statement       9

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Proxy Summary

 NEW Components of CEO Compensation - 2020

					Component	% of Total Target(1)	Purpose	Key Characteristics
					Base Salary		●Attract and retain talent with a competitive level of pay	●Determined in consideration of individual performance, experience level and peer group compensation data ●Targeted below 50thpercentile of our peers
					Annual Incentive Compensation		●Incentivize and reward for corporate and individual performance over shorter time periods to aid in retention ●Drive achievement of specific goals in line with our strategy	● NEW Simplified array of corporate metrics: ●Two financial goals (revenue and non-GAAP operating margin) ● NEW One modifier (cash flow from operations) ●Allows for total cash compensation to become more competitive compared to peers when high levels of corporate and individual performance are achieved
					Long-Term Equity Incentives			●Align incentives of management with interests of stockholders ●Align realized pay with stockholder value creation ●Support long-term retention of critical talent	●Favorable mixHigh degree of performance-based PSUs and time-based RSUs (86%/14%) ● NEW Cumulative three-year non-GAAP earnings per share measured at end of performance period ● NEW Variable payout based upon level of achievement (65% to 135%) and, at discretion of Compensation Committee, relative TSR compared to peers, with minimum threshold for any payout ●Allows for total compensation to become more competitive to peers when high levels of corporate and individual performance including increases in stock price, are achieved

10       SANMINA CORPORATION2021 Proxy Statement       9

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Proxy Summary

Compensation Practices

WHAT WE ARE DOING:
●Pay for Performance—Our executive compensation program continues to evolve in response to stockholder and proxy advisor feedback. The program continues to emphasize variableperformance-based (at risk) compensation, with the majority of the total target pay opportunities of our CEO tied to financial and/or stock price performance. 100% of our long-term incentive awards to our named executive officers in fiscal 20192020 were equity incentives, reinforcing the linkage between executive pay and stockholder value creation. ●Stockholder Engagement on Executive Compensation Matters—We have a robust, year-round stockholder engagement program that provides valuable feedback and informs the Compensation Committee’s annual evaluation of the executive compensation program. ●Simplification ofSimplified Annual Bonus Plan Design—ForIn 2020, we have reduced the number of metrics used to measure plan performance from six to three,two, with one modifier, emphasizing only the most important measures to the health of our business and better focusing management on achievement of such measures. ●Below Median Non-Performance Based Compensation—Base salaries for our executive officers generally fall below peer median levels, with total compensation becoming competitive only if Sanmina achieves target and higher levels of financial performance. ●Alignment of Overall Pay with Peers—The total target compensation of our named executive officers is generally aligned with peer median levels. ●Capped Incentive Payments—We impose a maximum on the amount that can be earned under all of our incentives.incentive plans. ●Robust Stock Ownership Guidelines—Our executive officers are subject to equity ownership requirements that are comparable to those of our peers. ●Mandatory Stock Holding Period—Under our 2019 Equity Incentive Plan, our CEO must hold all shares received upon exercise, settlement or issuance of an award for a minimum of one year, before being sold, helping ensure alignment of interests with those of our stockholders. ●Clawback Policy—We broadened ourOur clawback policy to requirerequires repayment of both cash and equity incentives received in connection with financial restatements under certain circumstances.circumstances following financial restatements. ●Multi-year Vesting Criteria for Equity Awards—Beginning with awards granted in fiscalSince 2020, our performance-based long-term incentives will vest only upon achievement of multi-year financial targets rather than single-year hurdles as in the past.targets. ●Separate, Non-overlapping Metrics for Short- and Long-term Awards. Our Short- term and Long-term Incentive Plans use different non-overlapping metrics, for short- and long-term awards.Beginning in fiscal 2020, all awards granted will have separate metrics that do not overlap or duplicate metrics under other awards, recognizing the distinct purposedifferent purposes of each type of award.plan. ●Below-median severance levels.Below-Median Severance Levels.  Our change in control severance arrangements provide for severance levels below median general industry practices. ●Annual pay studyPay Study and peer group review.Peer Group Review. We annually conduct an executive pay study, assisted by the Compensation Committee’s independent compensation advisor, to ensure the continued alignment of our pay levels and program designsdesign with competitive peer practices. We review our peer group every year to ensure relevance and comparability. ●Annual say-on-pay vote.Say-on-Pay Vote. We conduct an annual say-on-pay vote, the frequency preferred by our stockholders.

WHAT WE DON’T DO
●No guaranteed bonus payments for CEO or other NEO’s. ●No repricing of options. ●No tax gross ups. ●No excessive change in control severance protections (the highest change in control severance multiple is two times salary plus one times target bonus). ●No single trigger change in control provisions. ●No hedging or pledging of the Company’s stock by our executive officers and directors is allowed. ●No extraordinary perquisites.

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Proxy Summary

Compensation Changes Related to COVID-19

In fiscal 2020, the Company’s operations were negatively impacted by the worldwide COVID-19 pandemic, which reduced end market demand for our customers’ products (and therefore our revenue) and resulted in supply chain constraints and temporary plant closures and suspension of manufacturing. As a result, the Company’s revenue for fiscal 2020 fell short of the minimum threshold for payout under the 2020 Bonus Plan. The Compensation Committee determined that the pandemic represented an extraordinary event outside of management’s control and that it was important to consider a number of other factors that are important to the ongoing success of the Company. In particular, key management and operations staff had done an admirable job pivoting to continue to meet customer requirements while working diligently to keep the Company’s plants open worldwide, subject to government restrictions in some places, and also prioritizing the health safety and well-being of its employees. As a result of management’s efforts, the Company was able to:

In addition, fourth quarter non-GAAP operating margin, non-GAAP EPS and full year non-GAAP EBITDA margin were the highest since at least 2007 and pre-tax non-GAAP ROIC was the highest since the company began reporting such metric five years ago.

In light of these facts and the Compensation Committee’s desire to recognize and reward management performance for its efforts during the pandemic, the Compensation Committee determined to exercise the discretion afforded to it under the 2020 Bonus Plan to adjust the plan in order for management to receive bonuses under the 2020 Bonus Plan. Based on its assessment of the impact of the pandemic, the Compensation Committee determined that the 2020 Plan would have yielded a Corporate Performance Factor of approximately 80% excluding such impact. NEO’s made up less than 5% of total fiscal 2020 bonuses, while approximately 22% was allocated to certain plant-based employees in North America in recognition of their contribution and efforts during the pandemic.

For additional details, please see “Compensation Discussion and Analysis – Executive Officer Compensation Decisions for 2020,” on page 42.

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12       SANMINA CORPORATION

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PROPOSAL ONE:ELECTION OF DIRECTORS
Unless otherwise instructed, the proxy holders will vote the proxies received by them for Jure Sola, Hartmut Liebel, Eugene A. Delaney, John P. Goldsberry, Rita S. Lane, Joseph G. Licata, Jr., Krish Prabhu, Mario M. Rosati and Jackie M. Ward. If any such nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Nominating and Governance Committee to fill the vacancy. If stockholders nominate additional persons for election as directors, the proxy holders will vote all proxies received by them to assure the election of as many of the nominees listed below as possible, with the proxy holder making any required selection of specific nominees to be voted for. The term of office of each person elected as a director will continue until that person’s successor has been elected by the holders of the outstanding shares of common stock and qualified, or until his or her earlier death, resignation or removal in the manner provided in our bylaws.
		The Board unanimously recommends a voteFORthe election of the following Director nominees.

20202021 Proxy Statement       13

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Proposal One: Election of Directors

Director Nominees

Age:6970 Principal occupation: Chairman and Chief Executive ChairmanOfficer of Sanmina Corporation Director since:1989

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

Age:56 Principal occupation: Chief Executive Officer of Sanmina Corporation Director since:2019

Hartmut Liebel Biographical Information ●Has served as Chief Executive Officer of the Company since September 2019 and as President and Chief Operating Officer of the Company from July 2019 until September 2019. ●Served as President and Chief Executive Officer of privately owned iQor from June 2013 through August 2018. ●Served as Chief Executive Officer, Aftermarker Services, of Jabil Inc. from 2005 until May 2013, previously held the positions of President, Aftermarker Services and Executive Vice President and Chief Operating Officer, Aftermarket Services since joining Jabil in 2002. Board Nominating Factor Mr. Liebel’s knowledge of both the electronics manufacturing and information technology industries.

14       SANMINA CORPORATION

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Proposal One: Election of Directors

Age:6364 Principal occupation: Consultant Director since:2013 Board committees: Audit, Compensation (Chair)

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

14       SANMINA CORPORATION

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Proposal One: Election of Directors

Age:6566 Principal occupation: Former Chief Financial Officer, GLOBALFOUNDRIES Inc. Director since:2008 Board committees: Audit (Chair)

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

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Proposal One: Election of Directors

Age:5758 Principal occupation: Consultant Director since:2016 Board committees: Audit, Nominating and Governance (Chair) Other public boards: Amphenol Signify Holdings L3Harris Technologies, Inc.

Rita S. Lane Biographical Information ●Has served as a director of Sanmina since September 2016. ●Has been the Principal at Hajime, LLC a supply chain advisor for start-up companies since January 2014. ●Serves as a Supervisory Board member of Signify Holdings (formerly Philips Lighting), a global lighting systems manufacturer, and as a Board member of L3Harris Technologies, Inc., a provider of aerospace, communication, electronic and sensor systems.systems and as a Board member of Amphenol, an electronic components supplier. ●Served as Vice President, Operations, for Apple Inc. from July 2008 through January 2014. ●Was Senior Vice President, Integrated Supply Chain/Chief Procurement Officer for Motorola Solutions, Inc. and prior to that time held senior supply chain positions at International Business Machines Corporation for more than ten years. ●Served for five years in the United States Air Force as a Captain. Board Nominating Factor Ms. Lane’s more than 30 years of experience in global supply chain, technology products and hardware operations for Fortune 100 companies.

Age:5960 Principal occupation: Managing Partner, BlueArc Capital Management Director since:2007 Board committees: Audit, Compensation

Joseph G. Licata, JrJr. Biographical Information ●Has served as a director of Sanmina since August 2007. ●Is the Managing Partner—Private Equity, of BlueArc Capital Management since April 2014. ●Currently Chairman of the Board of Choice Adhesives Corp. and Brunswick Bowling Products, both privately held companies. ●Past Chief Executive Officer of Synergy Leadership, LLC, a firm specializing in Board and CEO advisory services in the areas of corporate and growth strategy, operational full potential and enterprise value creation, a company which he also founded, from January 2011 until April 2014. ●Served as Chief Executive Officer of Peopleclick Authoria, Inc., a vendor of human resources process management software and services, from April 2010 through November 2010. ●Served as President and Chief Executive Officer of SER Solutions, Inc., a global call management and speech analytics solutions company, from July 2007 through October 2008 when the company was acquired. ●Served as President and Chief Executive Officer of Siemens Enterprise Networks, LLC, a leader of enterprise communications solutions, from 2001 to 2006. Board Nominating Factor Mr. Licata’s more than 1819 years of experience as chief executive officer and chairman of companies in diverse industries provides him excellent visibility into operational and financial issues.

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Proposal One: Election of Directors

Age:6566 Principal occupation: Consultant Director since:2019 Board committees: Compensation Other public boards: Ribbon Communications Inc.

Krish Prabhu Biographical Information ●Has served as a director of Sanmina since September 2019. ●Has been an independent technology consultant since retiring from AT&T, a telecommunications service provider, in September 2016, where he had served as Chief Technology Officer and President of AT&T Labs since June 2011. ●Held senior management positions at Tellabs, Inc., a telecommunications equipment provider, as President and Chief Executive Officer, from 2004 until 2008, and at Alcatel, also a telecommunications equipment provider, between 1991 and 2001. ●Was a venture partner at Morganthaler Ventures between 2001 and 2004. ●Currently serves on the boardsServes as a director of Ribbon Communications Inc., a provider of networked software solutions, and as a director of several private companies andcompanies; served on the board of Altera Corporation between 2007 and 2015. Board Nominating Factor Mr. Prabhu’s more than 30 years of industry experience and senior leadership roles at global public corporations.

Age:7374 Principal occupation: Retired Member, Wilson Sonsini Goodrich & Rosati Director since:1997 Board committees: Nominating and Governance Other public boards: Aehr Test Systems

Mario M. Rosati Biographical Information ●Has served as a director of Sanmina since 1997. ●Member of the law firm of Wilson Sonsini Goodrich & Rosati from 1971 until January 2020. ●Serves as a director of several privately held companies.Aehr Test Systems, a provider of semiconductor testing equipment. Board Nominating Factor Mr. Rosati’s senior and significant role in a major Silicon Valley law firm serving technology companies and service on multiple company boards, giving him unique viewpoints on the technology industry and strategies for growth.

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Proposal One: Election of Directors

Age:8182 Principal occupation: Former Chair of the Board of Sysco Corporation and Chair of the Board of Luna C Clothing Director since:2001 Board committees: Compensation, Nominating and Governance

Jackie M. Ward(Lead Independent Director) Biographical Information ●Has served as a director of Sanmina since December 2001. ●Served as a director of SCI from 1992 until December 2001 when Sanmina and SCI Systems, Inc. merged. ●Served as aFormer director of Sysco Corporation (Chair of the Board). ●Serves as Chair of the Board of Luna C Clothing, a sports clothing company. ●Was the Outside Managing Director of Intec Telecom Systems, USA, a provider of turnkey telecommunication systems and products, from December 2000 to October 2006. ●Served as President, Chief Executive Officer and Chairman of the Board of Computer Generation Incorporated, which company she also co-founded. Board Nominating Factor Ms. Ward’s wealth of experience as a current or former board member of a number of leading Fortune 500 companies and her long-term service as a technology company chief executive officer.

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Proposal One: Election of Directors

Qualification of Nominees

The Nominating and Governance Committee believes this slate of nominees possesses the strategic development, financial, operational and industry-specific skills necessary to effectively guide and oversee our business. In evaluating the qualifications of the nominees listed above, the Nominating and Governance Committee considered a number of factors, including the nominees’ experience as shown in the following chart:

SKILLS AND EXPERIENCE

		Type of Experience
		Electronics manufacturing services and similar manufacturing companies
		Other technology/information technology
		Public company board membership
	Executive or senior management	Senior management for public and large companies and private and entrepreneurial companies
		International business
		Strategic planning
		Business development and marketing
		Executive compensation issues
		Accounting, audit and corporate finance
		Board governance, including board nominations
		Risk management, compliance and crisis communicationregulatory
		Senior leadership in business, professional services and education/government

The Nominating and Governance Committee does not require that each nominee have experience in each of these areas, instead evaluating nominees as a group to ensure that the Board as a whole possesses the appropriate mix of experience and knowledge.

Independent Directors

The Board of Directors has determined that all of the non-employee members of the Board satisfy the definition of independence under applicable Nasdaq rules. There are no family relationships among our directors or executive officers. The non-management directors regularly meet in executive session, without members of management, as part of the normal agenda of our regularly scheduled board meetings.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Sanmina has long been guided by a set of basic beliefs. Among those beliefs is the responsibility to conduct business with the highest standards of ethical behavior when relating to customers, suppliers, employees and investors. Accordingly, we have implemented governance policies and practices which we believe meet or exceed regulatory standards and which reflect current corporate governance best practices.

Board Composition

Process for Selecting Directors

IDENTIFYING CANDIDATES ●Nomination of incumbent directors, as recommended to the Board by the Nominating & Governance Committee ●Can include employees of the Company who are designated as executive officers ●New or replacement members, as recommended to the Board by the Nominating & Governance Committee ●Nominees recommended Can include nominees proposed by stockholders ●Nominees and nominees identified by Board members			IN-DEPTH REVIEW BY THE NOMINATING AND GOVERNANCE COMMITTEE ●Annual review of the composition of the Board as a whole ●Annual review of independence according to the criteria established by Nasdaq ●Annual review of the appropriate skills and characteristics required of Board members ●Consideration of each potential nominee’s experience in areas determined by the Company ●Consideration of diversity ●Review of a nominee’snominees’ other existing and anticipated future commitments based on the Company’s Board membership limits			Nomination by Nominating and Governance Committee Full Board appoints or nominee is voted upon by stockholders at Annual Meeting

Director Succession Planning, Tenure and Refreshment

The Board believes that its ability to promote the long term, sustainable growth of Sanmina depends on attracting and retaining board members with a high level of industry-specific experience, who have a deep familiarity with the Company’s business and who will actively engage with management and other stakeholders. The Board seeks to assure these characteristics in board members through regular succession planning activities and through its Board evaluation process intended to identify board members in need of improvement. The Board recognizes concerns expressed in the corporate governance community that long tenured board members can be perceived as less independent than those with shorter tenures. At the same time, the Board does not believe that term limits are an appropriate means of addressing this concern as they can serve to disqualify otherwise knowledgeable, engaged and effective board members. Instead, the Board regularly considers new potential board members as a matter of succession planning.

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Corporate Governance and Board Matters

Board Structure and Responsibilities

Board Leadership Structure

ROLESANMINA BOARD OF LEAD INDEPENDENT DIRECTORDIRECTORS

During 2019, Jackie M. Ward served as lead independent director. The duties of lead independent director are to:

● Jackie M. Ward Lead Independent Director		Role of Lead Independent Director ●Serve as the principal representative of and contact between the independent directors and the Executive Chairman;
●	Preside over meetings of the independent directors; ●Assist the Executive Chairman in establishing the agenda for Board meetings;
●	Coordinate with the Executive Chairman in regard to meetings with stockholders and if requested by stockholders, ensure that she is available for consultation and direct communication;
stockholder meetings; ●	Recommend the retention of outside advisors and consultants;
●	Monitor the quality, quantity and timeliness of information sent to the Board; ●Ensure that she is available for consultation and direct communication with stockholders; ●Recommend the retention of outside advisors and consultants; ●Provide assistance to Committee Chairs and Committees; and ●Provide assistance and counseling to individual directors as needed following the Board’s annual evaluation process.

● Jure Sola Chairman and Chief Executive Officer

Perform such

Role of Chairman ●Guide the strategic direction of Sanmina; ●Provide oversight and guidance to Company management on other functionsCompany matters as appropriate; ●Develop, in consultation with the Lead Independent Director, agendas for all Board meetings; ●Preside over all meetings of the Board or other Directors may request.and the stockholders; ●Review matters being considered by Board Committees; ●Communicate with stockholders as needed; and ●Make himself available for consultation and communication with all Board members.

Assuming the reelection of Jackie M. Ward at the Annual Meeting, Ms. Ward will continue to serve as lead independent director in 2020.2021. The charter for the lead independent director can be found on our website at http://ir.sanmina.com/investor-relations/corporate-governance/default.aspx.

ROLE OF EXECUTIVE CHAIRMAN

In October 2017, as part of Sanmina’s succession planning process, we separated the roles of Chairman of the Board and Chief Executive Officer and Mr. Sola assumed the role of Executive Chairman. Prior to that,Following the resignation of Hartmut Liebel, former Chief Executive Officer, in August 2020, Jure Sola was appointed Chief Executive Officer and the positions of Chairman of the Board and Chief Executive OfficerCEO were again held by Mr. Sola for more than 27 years. In addition to performing the customary duties of Chairman of the Board, Mr. Sola, in his role as Executive Chairman,

one person. The Board believes that this leadership structure, coupled with the appointmentcontinued service of Jackie M. Ward as Lead Independent Director, provides balance, continuity and currently is in the best interestinterests of Sanmina and its stockholders.

Areas of Board Oversight

ROLE OF THE BOARD IN RISK MANAGEMENT

The Board has developed an enterprise risk management framework that assigns oversight of various enterprise level risks to either the full Board or one of its committees. Pursuant to this framework, the Board and its Committees regularly receive presentations from management concerning enterprise level risks that could have a significant adverse impact on Sanmina’s business and operations, including economic conditions, strategy, supply chain, trade risks, legal and regulatory, compensation programs, cybersecurity and credit exposures. This process permits the Board and its Committees to provide guidance to management in scoping and managing each of the Company’s enterprise risk areas.

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Corporate Governance and Board Matters

Board Committees

The Board currently maintains three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee.

Audit Committee

Current Members John P. Goldsberry(Chair)* Eugene A. Delaney* Rita S. Lane Joseph G. Licata. Jr.* 8meetings in fiscal 20192020 Attendance		Duties and Responsibilities ●Oversees our corporate financial reporting and external audit, including, among other things, our internal control environment, the results and scope of the annual audit and other services provided by our independent registered public accounting firm and our internal audit function. ●Is responsible for the appointment, compensation, oversight and assessment of the performance of our independent registered public accounting firm and is involved in the selection of the lead audit partner. ●Oversees certain risks relating to the preparation of our financial statements, investment policies, casualty risk insurance policies and legal and regulatory compliance, among others. ●Oversees our ethics program and reviews related party transactions and legal matters that could have a significant impact on our financial statements.
			*Meet the definition of a financial expert. The Audit Committee has adopted a written charter approved by the Board, a copy of which is available at our website at http://ir.sanmina.com/investor-relations/corporate-governance/default.aspx.

Current Members Eugene A. Delaney(Chair) Joseph G. Licata. Jr. Krish Prabhu Jackie M. Ward 7meetings in fiscal 20192020 Attendance		Duties and Responsibilities ●Reviews and approves the salaries and equity, incentive and other compensation of our executive officers. ●Administers our equity incentive plan. ●Approves the terms of our annual bonus program, monitors our global compensation policies and practices and serves as the administrator under our equity compensation plans. ●Assists in the oversight of risks relating to recruitment, retention, labor standards compliance and bonus and equity compensation plans and practices and reviews our succession planning process for our executive officers.
			The Compensation Committee has adopted a written charter approved by the Board, a copy of which is available at our website at http://ir.sanmina.com/investor-relations/corporate-governance/default.aspx.

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Corporate Governance and Board Matters

Current Members Rita S. Lane(Chair) Mario Rosati Jackie M. Ward 4meetings in fiscal 20192020 Attendance		Duties and Responsibilities ●Is responsibleResponsible for evaluating the size and structure of the Board and its committees, determining the appropriate qualifications for directors and nominating candidates for election to the Board. ●Develops overall governance guidelines for the Board, including director succession planning policies, conducts an annual Board and committee evaluation and considers stockholder proposals for action at stockholder meetings, including stockholder nominees for director. ●Reviews and recommends for Board approval our non-employee Board member compensation program.
			The Nominating and Governance Committee has adopted a written charter approved by the Board, a copy of which is available at our website at http://ir.sanmina.com/investor-relations/corporate-governance/default.aspx.

Areas of Board Oversight

ROLE OF THE BOARD IN RISK MANAGEMENT

The Board has developed an enterprise risk management framework that assigns oversight of various enterprise level risks to either the full Board or one of its committees. Pursuant to this framework, the Board and its Committees regularly receive presentations from management concerning enterprise level risks that could have a significant adverse impact on Sanmina’s business and operations, including economic conditions, strategy, supply chain, trade risks, legal and regulatory matters, compensation programs, cybersecurity and credit exposures. This process permits the Board and its Committees to provide guidance to management in scoping and managing each of the Company’s enterprise risk areas.

COVID-19 RISK OVERSIGHT

In March 2020, the World Health Organization declared COVID-19 to be a pandemic. Since that time, management has briefed our Board on the impact of and the Company’s response to the pandemic on numerous occasions, at special and regular Board meetings and through written communications and updates. These updates and communications focused on employee safety and protective measures, disruptions to the Company’s plant operations, supply chain resilience, impacts on end market demand and key interactions in support customer requests. We implemented protective measures and remote work options across our global locations in an effort to mitigate the impact of the pandemic. The Board expects to continue to receive information from management relating the effect of the pandemic on the Company, its operations and employees on a frequent and regular basis for the foreseeable future.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee are employees of Sanmina. During fiscal 2019,2020, no executive officer of Sanmina (i) served as a member of the Compensation Committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served on Sanmina’s Compensation Committee, (ii) served as a director of another entity, one of whose executive officers served on Sanmina’s Compensation Committee, or (iii) served as a member of the Compensation Committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served as a director of Sanmina.

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Corporate Governance and Board Matters

Code of Business Conduct and Ethics

Sanmina has adopted a Code of Business Conduct and Ethics (the “Code”) that includes a conflict of interest policy and applies to the Board and all officers and employees. Sanmina provides training to familiarize employees with the requirements of the Code. An ethics reporting resource is available to all employees to enable confidential and anonymous reporting of suspected violations, as well as to the Chairs of the Audit Committee and the Nominating and Governance Committee, if desired. The Code can be found on our website at http://ir.sanmina.com/investor-relations/corporate-governance/default.aspx.

Board Accountability and Processes

STOCKHOLDER ENGAGEMENT

Fall

Fall              Winter

Winter              Spring

Spring

Summer

●File Annual Report on Form 10-K ●Solicit input from Investors ●Communicate investor feedback with the Board

●Board’s annual self-assessment of performance and effectiveness ●Distribute Proxy Statement and Annual Report ●Solicit input from Investors ●Communicate investor feedback to the Board

●Annual meeting held ●Review results of stockholder voting ●Communicate investor feedback to the Board

●Enhance disclosures, governance practices and compensation programs, as needed

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Corporate Governance and Board Matters

Our long-standing commitment to stockholder engagement includes:

Feedback from our stockholder engagement is considered by the Board and reflected in enhancement to our policies and practices, particularly in the area of executive compensation. The results of our stockholder engagement efforts during 20192020 are summarized on page 51.40.

CORPORATE GOVERNANCE GUIDELINES

Sanmina has adopted a set of Corporate Governance Guidelines that are intended to serve as, among other things, a charter for the full Board. These guidelines contain various provisions relating to the operation of the Board and set forth the Board’s policies regarding various matters.duties and expectations of Board members. The guidelines can be found on our website at http://ir.sanmina. com/ir.sanmina.com/investor-relations/corporate-governance/default.aspx.

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Corporate Governance and Board Matters

BOARD MEETINGS

The Board held sixseven meetings during fiscal 2019.2020. No director attended fewer than 75 percent75% of the meetings of the Board or of committees on which such person served.served, with attendance averaging over 95%.

ATTENDANCE AT ANNUAL MEETING OF STOCKHOLDERS BY THE BOARD OF DIRECTORS

Sanmina encourages, but does not require, its Board members to attend the Annual Meeting of Stockholders. Our annual meetings of stockholders typically coincidescoincide with a regular Board meeting date, which facilitates the attendance of Board members at the stockholder meetings. All Board members attended the 20192020 Annual Meeting of Stockholders.

BOARD STOCK OWNERSHIP GUIDELINES

In order to better align the interests of our Board and executive officers with those of our stockholders, we have adopted stock ownership guidelines. Under these guidelines, Board members must acquire and hold Sanmina shares with a dollar value of at least four times the amount of the cash retainer for Board service within three years of becoming a director. Shares counted towards satisfaction of the guideline include shares held through our frozen non-management director deferred compensation plan, shares issued upon vesting or exercise of restricted stock units orand stock options issued to directors and shares purchased on the open market, if any.market. All of our directors currently meet this standard or are within the period for initial compliance.

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Corporate Governance and Board Matters

HEDGING AND PLEDGING OF COMPANY SECURITIES

Sanmina believes that “hedging,” a term used to describe certain practices taken to reduce the economic risk of Sanmina stock ownership (e.g., to prevent losses if Sanmina’s stock price were to fall) is inappropriate when undertaken by employees, officers or directors as such techniquespractices reduce alignment with the interests of our stockholders. Similarly, Sanmina believes that “pledging” of Sanmina stock by employees, officers or directors (i.e., using Sanmina stock as collateral for a loan, such as in a margin account) can be inappropriate when such practice could cause shares to be sold when the trading window is closed or the individual is in possession of material non-public information and would otherwise be prohibited from selling under this policy. Therefore, Sanmina prohibits employees, officers and directors from (i) purchasing any financial instrument or engaging in any transaction intended to hedge or offset any decrease in the market value of Sanmina’s common stock or (ii) engaging in short sales related to Sanmina’s common stock. Sanmina prohibits officers and directors from (i) depositing any Sanmina common stock in a margin account or (ii) pledging Sanmina securities as collateral for a loan.

STOCKHOLDER PROPOSALS

Stockholders may submit proposals for inclusion in our proxy statement and may recommend candidates for election to the Board, both of which shall be considered by the Nominating and Governance Committee. Stockholders should send such proposals to Nominating and Governance Committee, c/o Sanmina Corporation, Attention: Corporate Secretary, 30 E. Plumeria Drive, San Jose, California 95134.

For all other matters that a stockholder proposes to bring before the Annual Meeting, the notice must set forth:

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Corporate Governance and Board Matters

Stockholders must comply with certain deadlines in order for proposals submitted by them be considered for inclusion in our proxy statement or brought to a vote at the Annual Meeting. Please see “Q18—What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?” page 83.80.

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COMPENSATION OF DIRECTORS

Director Compensation Arrangements

The Nominating and Governance Committee of the Board reviews and recommends non-employee director pay levels, which are approved by the Board. The Nominating and Governance Committee believes Sanmina’s director compensation pay levels are reasonable in light of benchmarking data prepared by the Nominating and Governance Committee’s independent compensation consultant and reviewed by the Committee.

Cash Compensation

During fiscal 2019,2020, non employee directors were eligible to receive an annual cash retainer of $80,000. Each such director who was a member of the Audit, Compensation or Nominating and Governance Committees of the Board also earned an annual cash retainer of $10,000 and the chairperson of each such committee earned an additional annual cash retainer of $30,000 in the case of the Audit Committee, $25,000 in the case of the Compensation Committee and $15,000 in the case of the Nominating and Governance Committee. Finally, our lead independent director earned an additional cash retainer of $40,000 for her duties as such during 2019.2020. Directors were permitted to convert their cash retainers into RSUs vesting in one year with the same value as the retainer to which they were entitled.

Equity Compensation

During fiscal 2019,2020, non-employee directors received an aggregate of $180,000 in value of restricted stock units granted under our 2019 Equity Incentive Plan vesting as to 25% of the shares subject thereto on each of the first four quarterly anniversaries of the grant date.

Director Compensation Limits

The 2019 Plan Equity Incentive provides that, in a given fiscal year, a non employee director may not receive equity awards having a grant date fair market value greater than $900,000. Sanmina believes that having a stockholder-approved limit on equity grants to directors is consistent with best corporate governance practices.

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Compensation of Directors

The following table presents the compensation earned by or paid to our non-employee directors during fiscal 2019.2020.

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PROPOSAL TWO:RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
		The Board believes the appointment of PricewaterhouseCoopers LLP is in the best interests of the company and its stockholders and unanimously recommends voting “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending October 3, 2020.2, 2021.

The Audit Committee has approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending October 3, 2020.2, 2021. In the event stockholders do not ratify the Audit Committee’s selection of PwC as our independent registered public accounting firm, the Audit Committee may reconsider its selection. Representatives of PwC are expected to be present at the Annual Meeting, with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

The following is a summary of fees billed by our independent registered public accounting firm for the fiscal years ended September 29, 2018 (“fiscal 2018”) and September 28, 2019 (“fiscal 2019”) and October 3, 2020 (“fiscal 2020”). The Audit Committee considers the non-audit and tax fees in its assessment of the independence of the Company’s independent registered public accounting firm.

Audit Committee Pre-approvalPre-Approval Policy with Respect to Audit Services and Permissible Non-Audit Services

All services provided by our independent registered public accounting firm require prior approval of the Audit Committee, with limited exceptions as permitted by the SEC’s Rule 2-01 of Regulation S-X. Our independent registered public accounting firm periodically reports to the Audit Committee services for which the independent registered public accounting firm has been engaged and the aggregate fees incurred and to be incurred. During fiscal 2019,2020, all services provided by our independent registered public accounting firm were pre-approved in accordance with this policy.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Sanmina’s Audit Committee is comprised solely of members who meet the Nasdaq Listing Standard’s independence requirements for audit committee members. The Audit Committee has reviewed the audited financial statements for fiscal 20192020 and has met and held discussions with management regarding the audited financial statements and internal controls over financial reporting. Management is responsible for the internal controls and the financial reporting process. Management has represented to the Audit Committee that our financial statements were prepared in accordance with generally accepted accounting principles.

PricewaterhouseCoopers LLP (“PwC”), our independent registered public accounting firm for fiscal 2019,2020, was responsible for performing an independent audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board and expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles. PwC was also responsible for performing an audit of the effectiveness of Sanmina’s internal control over financial reporting as of September 28, 2019,October 3, 2020, in accordance with the standards of the Public Company Accounting Oversight Board. The Audit Committee has discussed with PwC the overall scope of such audits and has met with PwC, with and without management present, to discuss the results of their audits.

The Audit Committee also reviewed with PwC its judgments as to the quality, not just the acceptability, of our accounting principles and has discussed with PwC the matters required to be discussed by professional standards. Finally, the Audit Committee has also received the written disclosures and the letter from PwC as required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC the independence of that firm.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board approved) that the audited financial statements for fiscal 20192020 be included in the Annual Report on Form 10-K for fiscal 20192020 for filing with the SEC.

THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS OF SANMINA CORPORATION

JOHN P. GOLDSBERRY, Chairman
EUGENE A. DELANEY
RITA S. LANE
JOSEPH G. LICATA

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PROPOSAL THREE:APPROVAL OF THE RESERVATION OF AN ADDITIONAL 1,600,000 SHARES OF COMMON STOCK FOR ISSUANCE UNDER THE 2019 EQUITY INCENTIVE PLAN

The Board believes that equity compensation programs align the interests of management, directors and the stockholders to increase long-term stockholder value by giving directors, executives and other key employees a stake in our success. By permitting us to grant equity in our company, our 2019 Equity Incentive Plan (the “2019 Plan”) is a key tool for attracting, rewarding, motivating and retaining the key personnel necessary for us to achieve our business objectives and increase stockholder value. At the Annual Meeting, we are requesting that stockholders approve the reservation of an additional 1,600,000 shares of common stock for future issuance under the 2019 Plan in order to ensure that we continue to have sufficient shares available for (1) our annual grants to non-executive employees, (2) grants to potential executive new hires and (3) annual grants to executive management. We believe this increase is reasonable for the following reasons:

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Proposal Three: Approval of the Reservation

PROPOSAL THREE: APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF COMPENSATION OF NAMED EXECUTIVE OFFICERS
For these reasons, Sanmina requestsThe Dodd Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd Frank Act, requires that we provide our stockholders an annual opportunity to vote to approve, on an advisory or non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, commonly known as a “say on pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement. The say on pay vote is advisory, and therefore not binding on us, the Compensation Committee or our Board of Directors. However, our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in our proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. As described under the heading “Compensation Discussion and Analysis,” our executive compensation programs are designed to reward executives for improvement in our financial results and shareholder value and to provide alignment between the interests of executives and our stockholders. See “Compensation Discussion and Analysis” on page 32, the tabular disclosure regarding such compensation and the accompanying narrative disclosure set forth in this proxy statement for additional details about our executive compensation programs, including information about the fiscal 2020 compensation of our named executive officers. Accordingly, our Board of Directors is asking our stockholders to cast a non-binding advisory vote “FOR” the following resolution at the annual meeting: “RESOLVED, that the Company’s stockholders approve, on an advisory basis, the reservation of an additional 1,600,000 shares of common stock for issuance under the 2019 Plan. We expect that the share reserve under the 2019 Plan, as proposed to be increased, will allow us to continue to grant equity-based compensation at levels we deem necessary and appropriate for at least the next two years. We base this belief upon our historical annual equity award grant rate (otherwise known as burn rate), our historical forfeiture rate and our estimate of the numbernamed executive officers, as disclosed in the Proxy Statement for the 2021 Annual Meeting of Shares we will needStockholders pursuant to attract new senior and executive hires and in connection with potential merger and acquisition transactions. This belief could change, however, based upon a numberthe compensation disclosure rules of factors,the SEC, including the need to increase our burn rate over historical averages in order to attractCompensation Discussion and retain key talentAnalysis, the 2020 Summary Compensation Table and the price of our common stock (because we determine the size of equity awards to be granted in part based on the price of our common stock at the time of grant, if our stock price on the date the award is granted is significantly lower than the stock price assumed in our forecast, we would need to grant a larger number of shares than anticipated to deliver the same value to participants).other related tables and disclosure.”
		The Board of directors unanimously recommends votingthat stockholders vote “FOR” the approval of the reservation of an additional 1,600,000 sharescompensation for issuance under the 2019 plan.our named executive officers.

Description of the 2019 Plan

A summary of the principal provisions of the 2019 Plan is set forth below. However, this summary is not a complete description of all of the provisions of the 2019 Plan and is qualified in its entirety by the specific language of the 2019 Plan, which is attached as Appendix A to this proxy statement.

General

Administration

Our Board of Directors has delegated administration of the 2019 Plan to the Compensation Committee. In addition, our Board of Directors may delegate authority to one or more officers of the Company the authority to do one or both of the following: (i) designate employees or consultants of the Company or any of its subsidiaries who are not Section 16 officers to be recipients of options, restricted stock and restricted stock units under the terms of the 2019 Plan, and (ii) determine the number of shares to be subject to such awards; provided, however, that the Board resolutions regarding such delegation shall specify the maximum number of shares that may be subject to the awards granted by such officer.

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COMPENSATION DISCUSSION AND ANALYSIS

Proposal Three: ApprovalThe Compensation Discussion and Analysis describes the Company’s executive compensation program and the Committee’s process for implementing its executive compensation program. To enable easier navigation of the Reservationinformation provided below, we have organized the disclosure into the following sections:

I Executive Summary

For purposes ofOur Named Executive Officers

Throughout this summary ofCD&A, the 2019 Plan,individuals who served as our Executive Chairman, Chief Executive Officer and Chief Financial Officer during fiscal 2020 and the term “administrator” willother individuals included in the “Summary Compensation Table” in the Proxy Statement, are referred to as the “named executive officers” or “NEOs” and are listed below. Unless otherwise specified, when we refer in this CD&A to our Board of Directors or any committee designated by our Board of DirectorsCEO, we are referring to administer the 2019 Plan. To make grants to certain officers and key employees, the members of the committee must qualify as “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.Mr. Liebel.

Subject to the terms of the 2019 Plan, the administrator has the authority, in its discretion, to (i) determine the fair market value of a share, (ii) select the service providers to whom awards may be granted, (iii) determine the number of shares to be covered by each award granted under the 2019 Plan, (iv) approve forms of award agreement for use under the 2019 Plan, (v) determine the terms and conditions of any award granted under the 2019 Plan, provided these are not inconsistent with the terms of the 2019 Plan, (vi) construe and interpret the terms of the 2019 Plan and awards granted under the 2019 Plan, (vii) prescribe, amend and rescind rules and regulations relating to the 2019 Plan, (viii) modify or amend each award, subject to the terms of the 2019 Plan; provided that the administrator may not modify or amend an option or stock appreciation right to reduce the exercise price after it has been granted (except for adjustments made pursuant to the terms of the 2019 Plan), and the administrator may not implement any type of exchange program, unless such action is approved by stockholders prior to such action being taken, (ix) allow participants to satisfy tax withholding obligations in a manner prescribed under the terms of the 2019 Plan, (x) authorize any person to execute on behalf of the Company any instrument required to effect the grant of an award previously granted by the administrator, (xi) allow a participant to defer receipt of the payment of cash or the delivery of shares that would otherwise be due to such participant under an award pursuant to such procedures as the administrator may determine, and (xii) make all other determinations deemed necessary or advisable for administering the 2019 Plan. The administrator’s decisions, determinations and interpretations will be final and binding on all participants and any other holders of awards.

Eligibility

All types of awards other than incentive stock options may be granted to our non-employee directors and to employees and consultants of the Company or any parent or subsidiary corporation of the Company. Incentive stock options may be granted only to employees of the Company or any parent or subsidiary corporation of the Company. As of September 28, 2019, we had approximately 34,000 eligible participants, including employee directors, outside directors and consultants, subject to compliance with local securities laws.

Shares Available for Issuance

Subject to the adjustment provisions contained in the 2019 Plan, our stockholders are being asked to approve an additional 1,600,000 shares for issuance under the 2019 Plan. The number of shares currently reserved for issuance under the 2019 Plan equals 3,993,000 shares (the “Base Amount”), plus any shares subject to stock options or similar awards granted under the 2009 Plan that, after March 11, 2019, expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 2009 Plan that, after March 11, 2019, are forfeited to or repurchased by the Company, with the maximum number of shares to be added to the 2019 Plan pursuant to the 2009 Plan equal to 6,436,840 shares. The shares may be authorized, but unissued, or reacquired Common Stock. If stockholders approve this proposal, the Base Amount will be increased by 1,600,000 to 5,593,000, plus any shares that may be added to the 2019 Plan from outstanding awards under the 2009 Plan as discussed above.

Any shares subject to awards other than options or stock appreciation rights will be counted against the numerical limits of the 2019 Plan as 1.36 shares for every one share subject thereto. Further, if shares acquired pursuant to any such award are forfeited or repurchased by the Company and would otherwise return to the 2019 Plan, 1.36 times the number of shares so forfeited or repurchased will return to the 2019 Plan and will again become available for issuance.

Jure Sola(1)		Chairman and Chief Executive Officer
Hartmut Liebel(2)		Former Chief Executive Officer
Kurt Adzema(3)		Executive Vice President and Chief Financial Officer
David R. Anderson(4)		Former Executive Vice President and Chief Financial Officer
Dennis R. Young		Executive Vice President, Worldwide Sales
Alan McW. Reid		Executive Vice President, Global Human Resources

(1)	Effective as of August 17, 2020, Mr. Sola was appointed as Chairman and Chief Executive Officer.
(2)	Mr. Liebel ceased to serve as Chief Executive Officer as of August 17, 2020.
(3)	Effective as of October 14, 2019, Mr. Adzema was appointed as Executive Vice President and Chief Financial Officer.
(4)	Mr. Anderson ceased to serve as Chief Financial Officer as of October 13, 2019.

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Proposal Three: Approval of the ReservationCompensation Discussion and Analysis

IfFiscal 2020 Business Highlights

Fiscal 2020 was an award underunprecedented year as the 2019 Plan expires or becomes unexercisable without having been exercisedCOVID-19 pandemic disrupted our operations and customers in full, or, with respect to restricted stock, restricted stock units,the end markets we serve. The extraordinary work of our teams who remained agile and resilient in this challenging environment is evident in our financial performance shares or performance units which are to be settled in shares, is forfeited to or repurchased byfor the Company, the unpurchased shares (or for awards other than optionsfiscal year. While revenue and stock appreciation rights, the forfeited or repurchased shares) whichnon-GAAP earnings per share (EPS) were subject thereto will become available for future grant or sale under the 2019 Plan (unless the 2019 Plan has terminated). Upon exercise of a stock appreciation right settled in shares, the gross number of shares covered by the portion of the award so exercised will cease to be available under the 2019 Plan. If unvested shares of restricted stock, or unvested shares issued pursuant to awards of restricted stock units, performance shares or performance units are repurchased by or forfeiteddown compared to the Company, such shares will become available for future grant under the 2019 Plan. Shares used to pay the tax and exercise price of an award will not become available for future grant or sale under the 2019 Plan. To the extent an award under the 2019 Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2019 Plan.

Adjustments

In the event of any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities or other change in the corporate structure affecting our common stock, the 2019 Plan administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2019 Plan, will adjust the number and class of shares that may be delivered under the 2019 Plan and/or the number, class, and price of shares covered by each outstanding award, and the numerical share or value limits, as applicable, set forth in the 2019 Plan.

Stock Options

An option gives a participant the right to purchase a specified number of shares for a fixed exercise price during a specified period of time. Each option granted under the 2019 Plan will be evidenced by an award agreement specifying the number of shares subjectprior year due to the optionglobal pandemic, revenue and non-GAAP EPS grew sequentially the other termslast two quarters exiting the fiscal year. Despite the challenging market dynamics, we were able to increase our operating efficiencies and conditions of the option, consistent with the requirements of the 2019 Plan.

The exercise price per share of each option may not be less than the fair market value of a share ofleverage our common stock on the date of grant. However, any incentive stock option grantedadvanced technology and manufacturing capabilities to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of our stock or any parent or subsidiary corporation of ours (a “ten percent stockholder”) must have an exercise price per share equal to at least 110% of the fair market value of a share on the date of grant. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year also may not exceed $100,000. The fair market value of the common stock is generally the closing sales price of our stock as reported on the Nasdaq Global Select Stock Market.

Options will be exercisable at such times or under such conditions as determined by the administratordeliver improved non-GAAP operating margin, pre-tax non-GAAP ROIC, Non-GAAP EBITDA margin and set forth in the award agreement.generate strong cash flow from operations.

Upon the termination of a participant’s service, the unvested portion of the participant’s option generally expires. The vested portion of the option will remain exercisable for the period following the participant’s termination of service that was determined by the administrator and specified in the participant’s award agreement, and if no such period was determined by the administrator, the vested portion of the option will remain exercisable for: (i) 90 days following a termination of the participant’s service for reasons other than death or disability or (ii) five years following a termination of the participant’s service due to death or disability. In no event will the option be exercisable after the end of the option’s term. In the event of termination of service due to participant’s death, the award becomes vested in full.

The term of an option will be specified in the award agreement but may not be more than ten years (or five years for an incentive stock option granted to a ten percent stockholder).

REVENUE & NON-GAAP OPERATING MARGIN*		NON-GAAP EARNINGS PER SHARE (EPS)*
($ in Millions)

NON-GAAP EBITDA*		PRE-TAX NON-GAAP ROIC*		CASH FLOW FROM OPERATIONS
($ in Millions)				($ in Millions)

*	See Appendix B for reconciliation of non-GAAP financial information to their most directly comparable GAAP measures.

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Proposal Three: ApprovalCompensation Discussion and Analysis

Fiscal 2020 Executive Compensation Highlights

Sanmina’s NEO’s are compensated to drive long-term success and stockholder value. The compensation package that our CEO and other NEO’s were awarded in 2020 requires them to meet or exceed financial and operational goals not just for 2020, but in future years as well. Our NEO’s are incentivized to build long-term success and return long-term value to stockholders.

TARGET COMPENSATION MIX

A significant portion of target CEO compensation is comprised of components that are based on achieving a pre-determined level of financial or operational performance and/or stock price. A significant portion of target compensation for all NEOs is dependent on long-term stock price appreciation, incentivizing executives to increase value for our stockholders.

TARGET COMPENSATION MIX FOR FISCAL 2020

CEO

All other NEOs

OUR COMPENSATION PROGRAM EMPHASIZES PERFORMANCE-BASED AND AT-RISK PAY

Approximately 79% of the ReservationCEO’s total target compensation (base, bonus and value of equity incentives at the time of grant) was comprised of performance-based pay opportunities tied to performance conditions. Approximately 72% of the CEO’s total target compensation and 74% of the other NEOs’ total target compensation was comprised of equity incentives, thereby ensuring alignment with stockholder returns.

Short-Term Incentive Compensation

Annual incentive compensation under Sanmina’s Corporate Bonus Plan is awarded to incentivize and reward the achievement of short-term goals using metrics that are clear and understandable to both management and investors. In 2020 and in response to stockholder and stockholder advisory group feedback, the Compensation Committee revised the Corporate Bonus Plan to eliminate metrics that were also used under the long-term incentive plan and to reduce the number of metrics under the plan to just two: revenue and non-GAAP operating margin, with cash flow from operations as a modifier.

Long-Term Equity Incentives

The objectives of our long-term incentive program are to incentivize and reward executives for performance that leads to long-term success and stockholder value creation and to promote retention of critical executives to remain with Sanmina in an environment where competition for talent is fierce. For 2020 and in response to stockholder and stockholder advisory group feedback, the Compensation Committee revised the long-term incentive plan to reduce the number of metrics used and to increase the measurement period for achievement from one to three years. And as noted above, our incentive program changes in 2020 eliminated duplication of performance metrics in the annual bonus and long-term incentive plans.

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Compensation Discussion and Analysis

CEO — Hartmut Liebel

NEOs

PSU metrics (CEO, NEOs and key managers) ●Non-GAAP earnings per share ●Three-year cumulative metric measured at the end of the performance period ●Variable payout (65% to 135%) based upon level of achievement and, at the discretion of the Compensation Committee, relative TSR compared to peers, with minimum threshold for any payout

RSU metrics ●Cliff vests in three years (CEO) and one-year to three-year vesting (NEOs)

2020 Stockholder Engagement and Say-on-Pay Vote

As a result of our pay program changes and stockholder engagement efforts in 2019 and early 2020, we received 94% stockholder support for our pay program at the 2020 annual meeting of stockholders. In 2020 we continued our effort of proactively engaging with stockholders.

In 2020, we invited stockholders representing 69% of our outstanding shares to meet with our management and members of the Board to solicit feedback about our business, corporate governance, and our executive compensation programs. Sanmina management and members of our Board met with stockholders representing 29% of outstanding shares, with stockholders representing the remaining 40% of outstanding shares indicating that they did not require a meeting or not responding. In addition to input on current governance and executive compensation topics specific to Sanmina, we invited discussion on any other topics or trends stockholders wished to share with us. Additionally, we engaged with a key proxy advisory firm to explain and reinforce our executive compensation program and philosophy and understand any comments they had.

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Compensation Discussion and Analysis

The 2019 Plan provides that2020 program reflects significant changes to our pay program compared to prior years, including the administrator will determinefollowing:

●	Increasing the CEO’s percentage of total target compensation comprised of performance-based long-term incentives to 62% from 53% in 2019.
●	Reducing the number of performance metrics in the annual bonus plan and eliminating duplication of annual bonus plan metrics with the long-term incentive awards under the prior program.
●	Establishing long-term incentive performance goals that cover a full three-year period.
●	Ceasing to award “all or nothing” long-term incentives, and instead adopting a sloped relationship between performance and earned pay, consistent with market practices.
●	Approving equity awards with variable payout (65% to 135%) based upon three-year cumulative non-GAAP EPS and, at the discretion of the Compensation Committee, relative TSR compared to peers, with a minimum performance threshold for any payout.
●	Expanding our Clawback Policy to apply to equity awards.

Based on the acceptable form(s)highly positive say-on-pay vote at the 2020 annual meeting and supportive feedback from stockholders, the Compensation Committee is continuing these program elements for 2021. In addition, we continue to provide greater transparency in our disclosure of consideration for exercising an option. An option will be deemed exercised when we receive the noticeoperation of exercisethe incentive plans, included in our descriptions of the plans, their purpose, what they measure and full payment for the shares to be exercised, together with applicable tax withholdings.how they operate.

Stock Appreciation RightsAlignment of Incentive Pay Results with Company Performance

A stock appreciation right giveskey objective of our executive compensation program is to align executive pay with performance – both financial performance of our Company and long-term stockholder value creation. We believe our executives should be rewarded for their measurable impact on the company’s financial performance and increases in stockholder value.

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Compensation Discussion and Analysis

II Compensation Philosophy and Design-Related Features

Adoption of Best Practices

Our executive compensation programs include features that are widely recognized as best practices.

WHAT WE ARE DOING:
●Pay for Performance—Our executive compensation program continues to emphasize performance-based (at risk) compensation, with the majority of the total target pay opportunities of our CEO tied to financial performance. 100% of our long-term incentive awards to our named executive officers in fiscal 2020 were equity incentives, reinforcing the linkage between executive pay and stockholder value creation. ●Stockholder Engagement on Executive Compensation Matters—We have a robust, year-round stockholder engagement program that provides valuable feedback and informs the Compensation Committee’s annual evaluation of the executive compensation program. A comprehensive description of our stockholder engagement, together with the significant pay program changes we have made, appears in “Stockholder Outreach Program,” below. ●Simplified Annual Bonus Plan Design—In 2020, we reduced the number of metrics used to measure plan performance from six to two, with one modifier, emphasizing only the most important measures to the health of our business, and better focusing management on achievement of such measures. ●Below-Median Non-Performance Based Compensation—Base salaries for our executive officers generally fall below peer median levels, with total compensation becoming competitive only if Sanmina achieves target and higher levels of financial performance. ●Alignment of Overall Pay with Peers—The total target compensation of our named executive officers is generally aligned with peer median levels. ●Capped Incentive Payments—We impose a maximum on the amount that can be earned under all of our incentives. ●Robust Stock Ownership Guidelines—Our executive officers are subject to equity ownership requirements that are comparable to those of our peers. ●Mandatory Stock Holding Period—Under our 2019 Equity Incentive Plan, our CEO must hold all shares received upon exercise, settlement or issuance of an award for a minimum of one year before being sold, helping ensure alignment of interests with those of our stockholders. ●Clawback Policy—Our clawback policy requires repayment of equity incentives received in connection with financial restatements under certain circumstances, in addition to cash incentives. ●Multi-year Vesting Criteria for Equity Awards—Since 2020, our performance-based long-term incentives vest only upon achievement of multi-year financial targets rather than single-year hurdles as in the past. ●Separate, Non-Overlapping Metrics for Short- and Long-Term Awards. Our annual bonus and long-term incentive plans use different, non-overlapping metrics, recognizing the different purposes of each plan. ●Below-Median Severance Levels. Our change-in-control severance arrangements provide for severance levels below median general industry practices. ●Annual Pay Study and Peer Group Review. We annually conduct an executive pay study, assisted by the Committee’s independent compensation advisor, to ensure the continued alignment of our pay levels and program designs with competitive peer practices. We review our peer group every year to ensure relevance and comparability. ●Annual Say-on-Pay Vote. We conduct an annual say-on-pay vote, the frequency preferred by our stockholders.

OTHER BEST PRACTICES
●No guaranteed bonus payments for CEO or other NEO’s. ●No repricing of options. ●No tax gross ups. ●No excessive change in control severance protections (the highest change in control severance multiple is two times salary plus one times target bonus). ●No single trigger change in control provisions. ●No hedging or pledging of the Company’s stock by our executive officers and directors is allowed. ●No extraordinary perquisites.

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Compensation Discussion and Analysis

Sanmina’s Pay for Performance Compensation Philosophy

	OBJECTIVE Increase long-term stockholder value and align the interests of our executives and stockholders.				HOW PURSUED The vast majority of total executive compensation is equity-based so that executives are rewarded more when stockholder value is created. 100% of our long-term incentive awards to our named executive officers are in the form of equity.
	Create a direct link between long-term financial performance and individual rewards.				Our long-term awards include performance-based awards that reward executives for achieving financial goals that are important to the health of the business. Annual bonuses are also tied to achievement of critical financial goals, the achievement of which strengthens the foundation for long-term success. Beginning in fiscal 2020, goals for both short-term and long-term performance awards have been differentiated to focus executives on achievement of critical measures of both short-term and long-term performance.
	Emphasize the competitiveness of total pay rather than any one particular element.				We generally target base salaries lower than our peers, with total compensation becoming competitive if we achieve our financial goals. In furtherance of this strategy, the majority of the compensation of our executives is at risk, becoming payable only upon achievement of specific performance targets.

Sanmina’s Executive Compensation Process

ROLE AND AUTHORITY OF SANMINA’S COMPENSATION COMMITTEE

The Committee:

●	Oversees our compensation policies, plans and benefit programs;
●	Reviews and approves the performance criteria and targets for our short-term and long-term incentive compensation programs;
●	Administers our equity compensation plans;
●	Reviews and approves the compensation of each of our executive officers, including

●	determining the amount of base salary, target performance-based compensation and time-based equity compensation payable;
●	determining if and to what extent Company or individual performance goals for performance-based compensation awards have been satisfied;
●	determining whether circumstances warrant upward or downward adjustment of any annual incentive bonus; and

●	Monitors the potential risks associated with the overall compensation program.

ROLE OF EXECUTIVE OFFICERS IN COMPENSATION DECISIONS

●

Our Chief Executive Officer and Executive Vice President of Global Human Resources regularly attend the Committee’s meetings (but are excused, as appropriate, when certain matters related to their own pay are discussed).

●

The Chief Executive Officer makes recommendations to the Committee with respect to the compensation payable to the named executive officers (other than himself) and other officers. However, the Committee is not bound by the Chief Executive Officer’s recommendations and makes all decisions with respect to the Chief Executive Officer’s compensation without him being present during those discussions.

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Compensation Discussion and Analysis

ROLE AND INDEPENDENCE OF COMPENSATION CONSULTANT

The Committee retained Exequity, LLP, an executive compensation consulting firm, to provide advice on matters related to executive pay. During fiscal 2020, the Committee directed Exequity to:

●	Review our executive compensation programs to help ensure the continued alignment of our programs with our compensation philosophy and objectives, as well as with peer practices;
●	Review the analysis of peer company compensation data and materials provided by management to the Committee for accuracy and completeness;
●	Provide the Committee with information regarding executive compensation trends generally, as well as industry specific compensation trends; and
●	Answer questions the Committee posed regarding compensation issues.

We are required to disclose whether the work of our compensation consultant raises any conflict of interest issues and, if so, the nature of the conflict and how the conflict was addressed. The Committee does not believe the retention of Exequity creates a participantconflict of interest. The Committee’s belief is based on the rightfollowing:

●	Exequity is not performing any additional service for us, other than review of our director compensation program for the Nominating and Governance Committee;
●	According to Exequity, fees paid by us are anticipated to represent less than 3% of Exequity’s total revenue;
●	Exequity has disclosed to the Committee its conflicts of interest principles concerning client engagements and the Committee believes such policy provides reasonable assurance that conflicts of interest with Exequity will not arise;
●	There are no business or personal relationships between Exequity and any member of the Committee or executive officer; and
●	Exequity has represented to the Committee that no Exequity consultant providing services to us is a stockholder of Sanmina.

In addition, Exequity reported solely to receive the appreciationCommittee, our management was not involved in the fair market valuenegotiation of fees charged by Exequity or in the determination of the scope of work performed by Exequity and the Committee has the sole authority to hire and terminate compensation consultants, including Exequity. As a result of the foregoing, the Committee believes that Exequity is independent of Sanmina. The Committee has engaged Exequity to conduct a similar review of our common stock betweenexecutive compensation program for fiscal 2021.

HOW WE DETERMINE AWARD TARGET COMPENSATION OPPORTUNITIES

Each year the date an award is grantedCommittee determines the amount of base salary, target short-term and long-term performance-based compensation for each NEO. In making this determination, the date it is exercised. Upon exerciseCommittee considers several key factors:

●	The need to offer compensation packages that are comparable in total amount and in pay mix to those offered by companies competing with us for executive talent;
●	The relationship of the Chief Executive Officer’s compensation to that of the other NEOs;
●	The individual performance of the NEO;
●	The executive’s experience level, responsibilities, performance, and contributions to stockholder value creation; and
●	With respect to equity awards, the Committee also takes into account unvested holding power and the total potential value of such awards should vesting conditions be met.

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Table of a stock appreciation right,Contents

Compensation Discussion and Analysis

REVIEW OF PEER GROUP DATA

In making compensation decisions for fiscal 2020, the holderCommittee examined competitive market practices for base salary, incentive compensation and equity compensation awards of global, diversified electronics manufacturing services companies and high-technology product manufacturing companies with generally comparable revenue levels to that of the award will be entitled to receive an amount determined by multiplying: (i)Company. The Committee included these types of companies in the difference between the fair market valuepeer group because, like us, they have numerous, geographically dispersed manufacturing operations and design, manufacture, assemble and sell complex, highly-engineered products and components. Data on compensation practices of peer group companies generally was gathered through publicly available information.

Based on a share on the datethorough review of exercise and the exercise price by (ii) the number of exercised stock appreciation rights. We may pay the appreciationthese factors in cash, in shares, or a combination of both. Each stock appreciation right granted under the 2019 Plan will be evidenced by an award agreement specifying the exercise price and the other terms and conditionsfiscal 2020, all of the award.peer companies referenced for executive pay benchmarking in fiscal 2020 and listed below were deemed to appropriately reflect competitive executive pay levels and practices.

The exercise price per share of each stock appreciation right mayCommittee also considered data from third-party surveys, which are reported on an aggregate, not be less than the fair market value of a share of our common stock on the date of grant.

Stock appreciation rights will be exercisable at such times or under such conditions as determinedindividual company, basis. The peer group companies considered by the administratorCommittee in determining named executive officer compensation for fiscal 2020 are listed below:

Advanced Micro Devices, Inc.	Amphenol Corporation	Applied Materials, Inc.
Arrow Electronics	Avnet, Inc.	Benchmark Electronics, Inc.
Celestica Inc.	Flex Ltd.	Jabil Inc.
NCR Corporation	Plexus Corp.	Seagate Technology
TTM Technologies, Inc.	Western Digital Corporation

HOW WE SET TARGET GOALS

●	Target goals are set at levels consistent with our internal budgeting and forecasts for the year’s business plan, as well as external guidance provided by the Company.
●	Target goals are set at levels deemed challenging to meet, but reasonably attainable with strong performance.
●	For short-term incentive compensation, the Compensation Committee also considers the competitiveness of total cash compensation that would be paid to executives compared to peer companies if the plan funded at target levels.

EVALUATIONS OF INDIVIDUAL PERFORMANCE

In addition to measuring achievement of the financial goals set forth in our short-term and long-term plans, the award agreement.Committee conducts annual qualitative evaluations of each NEO’s performance during the year. Such evaluations form the basis for any discretionary adjustments to NEO compensation the Committee may choose to make.

STOCKHOLDER OUTREACH PROGRAM

We believe that effective corporate governance should include regular, constructive conversations with our stockholders. Each year we engage with a number of stockholders to obtain feedback on their perception and understanding of our business, markets and industry. In 2020, we continued our strong stockholder outreach efforts and reached out to stockholders representing approximately 69% of our outstanding shares and met with stockholders owning approximately 29% of our outstanding shares.

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Compensation Discussion and Analysis

Our annual corporate governance investor outreach cycle is outlined below:

	Fall			Winter			Spring			Summer
●File Annual Report on Form 10-K ●Solicit input from Investors ●Communicate investor feedback with the Board			●Distribute Proxy Statement and Annual Report ●Solicit input from Investors ●Communicate investor feedback to the Board			●Annual meeting held ●Review results of stockholder voting ●Communicate investor feedback to the Board			●Enhance disclosures, governance practices and compensation programs, as needed

WHAT WE HEARD

●Stockholders were broadly supportive of the changes to our executive compensation program that we had made in 2020 to better align our compensation plans with financial performance and stockholder interests. ●Stockholders supported the reduction in modifiers in the short-term incentive plan. ●Stockholders appreciated our continued efforts to provide transparency into our compensation practices. ●Stockholders continued to express interest in knowing more about Board composition, skills, succession planning, nominating process and refreshment, and the Board’s involvement in Company strategy. ●Stockholders expressed interest in diversity and inclusion amongst the company’s employee base. ●Stockholders were supportive of the previously disclosed discretionary bonus determinations made in light of the impacts of the COVID-19 pandemic on the Company’s business and operations and the broad-based nature of fiscal 2020 bonus payments.

WHAT WE HAVE DONE IN RESPONSE

●We continue to provide in the Proxy Statement greater transparency about our compensation plans, their purpose, what they measure and how they operate. ●The Compensation Committee maintained the compensation plan structure and principles endorsed by stockholders in the 2020 annual meeting, including: ●Increasing the CEO’s percentage of total target compensation comprised of performance-based long-term incentives to 62% from 53% in 2019. ●Avoiding duplication of performance metrics in the short-term bonus plan and long-term incentive awards. ●Setting long-term incentive performance goals that are measured over a three year time horizon. ●Simplifying the array of performance metrics in the short-term bonus plan and long-term incentive plan.

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Compensation Discussion and Analysis

Components of 2020 CEO Compensation

					Component		% of Total Target Direct Compensation		Purpose		Key Characteristics
					Base Salary				●Attract and retain talent with a competitive level of pay		●Determined based on individual performance, experience level and peer group compensation data
					Annual Incentive Compensation				●Incentivize and reward for corporate and individual performance over shorter time periods and to aid in retention ●Drive achievement of specific goals in line with our strategy ●Provide competitive annual incentive opportunities		●Two financial goals (revenue, non-GAAP operating margin) ●One modifier (cash flow from operations) ●Individual Metrics: Individual performance objectives ●Compensation Committee has discretion to adjust upward or downward in appropriate circumstances ●Allows for total cash compensation to become more competitive compared to peers when high levels of corporate and individual performance are achieved
					Equity Incentives				●Align incentives of management with interests of stockholders ●Align realized pay with stockholder value creation ●Support long-term retention of critical talent ●Provide competitive long-term incentive opportunities when performance conditions are achieved		●High degree of performance-based PSUs and time-based RSUs (86%/14%) ●PSU Metrics: Non-GAAP earnings per share Three-year cumulative metric measured at the end of the performance period ●Variable payout (65% to 135%) based upon level of achievement and, at the discretion of the Compensation Committee, relative TSR compared to peers, with minimum threshold for any payout. Allows for total compensation to become more competitive to peers when high levels of corporate and individual performance, including increases in stock price, are achieved

WHY WE SELECTED THESE COMPONENTS

The termCommittee believes each of a stock appreciation right may not be more than ten years. The termsthese components is necessary to help us align executives’ total pay opportunities with stockholder value creation, and conditions relating to the period of exercise of stock appreciation rights following the termination of a participant’s service are similarattract, develop and retain executive talent. These components also allow us to thoseprovide an incentive for options described above. In the event of termination of service dueexecutives to participant’s death, the award becomes vested in full.appropriately focus on both our annual and long-term financial performance.

Restricted Stock AwardsIII Executive Officer Compensation Decisions for 2020

AwardsBASE SALARY

Base salary compensates named executive officers for their services rendered on a day-to-day basis. The Committee primarily considers individual performance, experience level, changes in individual roles and responsibilities during the year and peer group compensation data in determining whether to adjust base salary levels for individual named executive officers. As mentioned above, we generally target base salaries lower than our peers, with total compensation becoming competitive if we achieve our financial goals.

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Table of restricted stockContents

Compensation Discussion and Analysis

During early fiscal 2020, the Committee reviewed the base salary of each of the named executive officers. As a result of this review, in December 2019, the Committee approved an increase in the annual base salary of Mr. Reid, Executive Vice President, Global Human Resources, from $315,000 to $350,000. In addition, in September 2020, the Committee approved an increase in the annual base salary of Mr. Sola in connection with his appointment as Chief Executive Officer from $875,000 to $1,125,000.

2020 SHORT-TERM INCENTIVE COMPENSATION

Approval of Fiscal 2020 Corporate Bonus Plan

Short-term incentives are rightsawarded under an annual Corporate Bonus Plan. In December 2019, the Committee approved the Sanmina Fiscal 2020 Corporate Bonus Plan (the “2020 Bonus Plan”). The 2020 Bonus Plan contained the fiscal 2020 annual incentive compensation targets, expressed as a percentage of salary, for the named executive officers. The 2020 Bonus Plan also contained the performance metrics on which award payouts were based, together with target measures for each metric. For 2020, the performance metrics were: revenue and non-GAAP operating margin, with cash flow from operations as a modifier.

Each 2020 Bonus Plan participant’s actual incentive compensation for fiscal 2020 was determined by reference to acquirehis or purchase shares that vest in accordance withher target incentive compensation opportunity, the termsCompany’s achievement against the corporate performance targets and conditions established by the administrator in its sole discretion. Unless otherwise provided by the administrator, a participant will forfeit any shares of restricted stock that have not vested by the terminationachievement of the participant’s service. However,individual/divisional performance goals for fiscal 2020. Individual goals differed by NEO and included demonstrated leadership and organizational capabilities, strategic contributions and improvement of customer relationships and engagement. The Committee retained discretion under the 2020 Bonus Plan to amend or terminate the 2020 Bonus Plan in any respect and to adjust the individual bonuses payable under the 2020 Bonus Plan upwards or downwards based on individual performance.

The Committee approved the targets contained in the 2020 Bonus Plan based primarily upon forecasts for fiscal 2020 financial performance, the Committee’s view of the likelihood of underachievement or overachievement of the targets and the competitiveness of total cash compensation that would be paid to executives compared to peer companies if the plan funded at target levels. When it approved the 2020 Bonus Plan, the Committee believed that achievement of the target corporate performance factor of 100% under the 2020 Bonus Plan would be challenging based upon industry-wide conditions and our internal forecasts at the time.

Overview of Fiscal 2020 Corporate Bonus Plan Design

Step 1: The determination of the earned bonus amounts under the 2020 Bonus Plan started with the “base corporate performance factor.” The base corporate performance factor is determined in reference to two financial metrics; fiscal 2020 revenue and non-GAAP operating margin. The base corporate performance factor ranged from 20% to 120% depending on the level of fiscal 2020 revenue and non-GAAP operating margin, but the corporate performance factor is zero (and no bonus can therefore be payable) unless a certain minimum level of both revenue and non-GAAP operating margin is achieved.

Step 2: Once the base corporate performance factor was determined, it was then adjusted by performance results in relation to cash flow from operations. Actual results above a certain goal for each of these additional objectives could result in an increase in the base corporate performance factor of up to 30%, and actual results below a specified threshold could result in decrease to the base corporate performance factor of up to 15%.

Step 3: Final payout for each NEO was determined by this formula:

NEO target opportunity X Adjusted Corporate Performance Factor = Annual Incentive Award Payout, adjusted by the Committee, if appropriate, for individual performance and subject to caps

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Impact of COVID-19 Pandemic on 2020 Corporate Bonus Plan Achievement

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

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

DETERMINATION OF BASE CORPORATE BONUS FACTOR:

		FY20 Results			Minimum Goal			Stretch Goal (A)			Stretch Goal (B)			Stretch Goal (C)
Revenue (in billions)		$7.0			$7.301 - $7.600			$7.601 - $7.800			$7.801 - $8.300			>$8.301
Non-GAAP operating margin		4.2	%		3.0% - >4.5	%		3.0% - >4.5	%		3.0% - >4.5	%		3.0% - >4.5	%
Base Corporate Bonus Factor		80	%(1)		20% - 90	%		30% - 100	%		35% - 110	%		40% - 120	%

(1)	Reflects discretionary determination by the Committee as described above.

ADDITIONS (15% - 30%):

		FY20 Results		Goal		Potential			Percentage Points Added to Base Corporate Performance Factor
Cash flow from operations & other (before acquisitions)		$301 million		>$325 million		15% – 30	%		0	%

SUBTRACTIONS (15%)

		FY20 Results		Metric		Potential			Percentage Points Subtracted from Base Corporate Performance Factor
Cash flow from operations & other (before acquisitions)		$301 million		$299 million		(15)	%		0	%

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Compensation Discussion and Analysis

Determination of Individual NEO Bonuses for Fiscal 2020

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

Name and Position of Named Executive Officer		Base Salary (A)				Target Incentive Compensation Percentage (% of Base Salary) (B)			Target Incentive Compensation (A)x(B)x100%(C)			Maximum Incentive Compensation (A)x(B)x150%(D)				Potential Incentive Compensation Using 80% Corporate Performance Factor (A)×(B)×80%(E)				Incentive Compensation Approved and Payable (F)
Jure Sola		$	1,125,000	(1)		150%	(2)		$	1,687,500		$	2,531,250				N/A	(3)		$	0	(3)
Chairman and Chief Executive Officer
Hartmut Liebel		$	925,000			150%			$	1,387,500		$	2,081,250				N/A	(4)		$	0	(4)
Former Chief Executive Officer
Kurt Adzema		$	500,000			85%			$	425,000		$	500,000	(5)		$	340,000			$	400,000
Executive Vice President and Chief Financial Officer
David R. Anderson		$	450,000	(6)		85%			$	382,500		$	450,000	(5)			N/A	(7)		$	0	(7)
Former Executive Vice President and Chief Financial Officer
Dennis R. Young		$	365,000			80%			$	292,000		$	365,000	(5)		$	233,600			$	300,000
Executive Vice President, Worldwide Sales
Alan McW. Reid		$	350,000			80%			$	280,000		$	350,000	(5)		$	224,000			$	300,000
Executive Vice President, Global Human Resources

(1)	Reflects Mr. Sola’s base salary effective upon his appointment as Chief Executive Officer on August 17, 2020.
(2)	Represents Mr. Sola’s bonus target as a percentage of base salary for fiscal 2021.
(3)	Mr. Sola was not eligible to receive a bonus for the periods of fiscal 2020 during which he served as Chief Executive Officer and Executive Chairman.
(4)	Mr. Liebel was not eligible to receive a bonus for fiscal 2020 as a result of his cessation of service as Chief Executive Officer on August 17, 2020.
(5)	Maximum bonus capped at 100% base salary.
(6)	Reflects Mr. Anderson’s base salary while serving as Chief Financial Officer. Mr. Anderson currently serves as an advisor to the Chairman and receives an annual base salary of $120,000.
(7)	Mr. Anderson was not eligible for an annual bonus under the 2020 Bonus Plan as a result of his cessation of service as Chief Financial Officer on October 13, 2019.

Named executive officer bonuses shown above represented less than 5% of total bonuses paid to employees worldwide for fiscal 2020. Approximately 22% of such bonuses were paid to certain plant-based employees in North America in recognition of their contribution and efforts during the pandemic.

2020 LONG-TERM EQUITY-BASED INCENTIVE AWARDS

Our practice has always been to subject a substantial portion of executive equity awards to performance-based vesting conditions tied to the achievement of certain financial objectives. In this way, our equity compensation program aligns the interests of our named executive officers with those of our stockholders by creating an incentive for our named

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executive officers to help maximize stockholder value. The type of equity granted to the named executive officers by the Committee during fiscal 2020 was made by reference to competitive practices among the peer companies and industry trends. In addition, the Committee takes into account previous equity award levels to executives and the unvested holding power of such awards when making new award determinations.

Our long-term incentive grant practices are designed to provide, when base and incentive cash compensation are also considered, substantially comparable target compensation opportunities for the key executive managers who are also recruited by other manufacturing and high technology companies, particularly in Silicon Valley where our headquarters are located. In addition, our equity compensation program encourages our named executive officers to remain employed with us for a substantial period of time because unvested awards are forfeited upon termination of service dueemployment, except as provided in the Change-in-Control plan as outlined below.

For 2020, our long-term equity incentive awards were comprised of:

●	Performance Stock Units (PSUs), vesting of which requires achievement of a three-year non-GAAP EPS target; and
●	Restricted Stock Units (RSUs), vesting of which requires the executive to remain employed by Sanmina for a specified period of time.

Performance Stock Units

In fiscal 2020, performance-based PSUs accounted for 86% of the total equity grant value awarded to participant’s death,our CEO, as shown below:

CEO LONG-TERM INCENTIVE MIX

The table below illustrates the award becomes vested in full. Each restricted stock awardperformance conditions applicable to PSUs granted will be evidenced by an award agreement specifying the number of shares subject to the award and the other terms and conditions of the award. The administrator will determine the vesting conditions that apply to an award of restricted stock.

Unless the administrator provides otherwise, participants holding shares of restricted stock will have voting rights without regard to vesting, butNEOs during fiscal 2020. These equity awards will not have rightsvest unless the specified criteria are met or exceeded. Differing criteria reflect differing expected contributions to dividendsthe business by each executive officer.

Name and Position of Named Executive Officer		Vesting Requirements
Jure Sola		N/A
Chairman and Chief Executive Officer(1)
David R. Anderson		N/A
Former Executive Vice President and Chief Financial Officer(2)
Hartmut Liebel		PSUs vest as follows:
Former Chief Executive Officer(3)		●Achievement of a three-year non-GAAP EPS target with target number of shares set at 150,000 shares (such criteria is considered moderately difficult to achieve by the Compensation Committee in that in order for the target number of shares to become issuable, the Company must achieve higher average annual non-GAAP EPS over the measurement period than it achieved during the last three years) ●Number of shares issuable subject to adjustment by up to 20% up or down based on level of actual performance compared to target performance and, at discretion of the Committee, by up to 15% up or down based on relative TSR of the Company over the three-year measurement period compared to TSR of the Company’s EMS peers ●No shares payable if cumulative non-GAAP EPS over the measurement period is less than a minimum level of performance over the three-year period

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Compensation Discussion and other distributions with respect to such shares until the shares vest. The administrator has the discretion to reduce or waive any restrictions and to accelerate the time at which any restrictions will lapse or be removed.Analysis

Name and Position of Named Executive Officer		Vesting Requirements
Kurt Adzema		Same as above
Executive Vice President and Chief Executive Officer
Dennis R. Young		Same as above
Executive Vice President, Worldwide Sales
Alan McW. Reid		Same as above
Executive Vice President, Global Human Resources

(1)	Mr. Sola did not receive any performance-based equity in fiscal 2020 in connection with his former role as Executive Chairman.
(2)	Mr. Anderson ceased to serve as Chief Financial Officer as of October 13, 2019 and, as such, did not receive a fiscal 2020 equity award.
(3)	Awards canceled in connection with Mr. Liebel’s cessation of service as Chief Executive Officer.

Restricted Stock UnitsTARGET COMPENSATION MIX

A restrictedsignificant portion of target CEO compensation is comprised of components that are based on achieving a pre-determined level of financial or operational performance and/or stock unit represents a rightprice. A significant portion of target compensation for all NEOs is dependent on long-term stock price appreciation, incentivizing executives to receive cash or sharesincrease value for our stockholders.

TARGET COMPENSATION MIX FOR FISCAL 2020

CEO

All other NEOs

OUR COMPENSATION PROGRAM EMPHASIZES PERFORMANCE-BASED AND AT-RISK PAY

Approximately 79% of our common stock if the CEO’s total target compensation (base, bonus and value of equity incentives at the time of grant) was comprised of performance-based pay opportunities tied to performance conditions. Approximately 72% of the CEO’s total target compensation and 74% of the other NEOs’ total target compensation was comprised of equity incentives, thereby ensuring alignment with stockholder returns.

Short-Term Incentive Compensation

Annual incentive compensation under Sanmina’s Corporate Bonus Plan is awarded to incentivize and reward the achievement of short-term goals or other vesting criteria set byusing metrics that are clear and understandable to both management and investors. In 2020 and in response to stockholder and stockholder advisory group feedback, the administrator are achieved orCompensation Committee revised the restricted stock unit otherwise vests. Each award of restricted stock units grantedCorporate Bonus Plan to eliminate metrics that were also used under the 2019 Plan will be evidenced by an award agreement specifyinglong-term incentive plan and to reduce the number of shares subjectmetrics under the plan to just two: revenue and non-GAAP operating margin, with cash flow from operations as a modifier.

Long-Term Equity Incentives

The objectives of our long-term incentive program are to incentivize and reward executives for performance that leads to long-term success and stockholder value creation and to promote retention of critical executives to remain with Sanmina in an environment where competition for talent is fierce. For 2020 and in response to stockholder and stockholder advisory group feedback, the award and other terms and conditions ofCompensation Committee revised the award. The administrator will determine the vesting conditions that apply to an award of restricted stock units.

After an award of restricted stock units has been granted, the administrator has the discretionlong-term incentive plan to reduce or waive any restrictions or vesting criteria that must be metthe number of metrics used and to receive a payout orincrease the measurement period for achievement from one to acceleratethree years. And as noted above, our incentive program changes in 2020 eliminated duplication of performance metrics in the time at which any restrictions will lapse or be removed. A participant will forfeit any unearned restricted stock units upon termination of his or her service. However, In the event of termination of service due to participant’s death, the award becomes vested in full. The administrator in its sole discretion may pay earned restricted stock units in cash, shares, or a combination of both.annual bonus and long-term incentive plans.

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Proposal Three: ApprovalCompensation Discussion and Analysis

2020 Long-Term Incentive Mix and Metrics

Mix:

CEO — Hartmut Liebel

NEOs

PSU metrics (CEO, NEOs and key managers) ●Non-GAAP earnings per share ●Three-year cumulative metric measured at the end of the performance period ●Variable payout (65% to 135%) based upon level of achievement and, at the discretion of the Compensation Committee, relative TSR compared to peers, with minimum threshold for any payout

RSU metrics ●Cliff vests in three years (CEO) and one-year to three-year vesting (NEOs)

2020 Stockholder Engagement and Say-on-Pay Vote

As a result of our pay program changes and stockholder engagement efforts in 2019 and early 2020, we received 94% stockholder support for our pay program at the 2020 annual meeting of stockholders. In 2020 we continued our effort of proactively engaging with stockholders.