Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 23, 2020, Flex Ltd. (the “Company”) announced the appointment of Dr. Todd M. Fruchterman as President of the Reliability Solutions segment of the Company, effective November 30, 2020. As part of the Company’s succession planning, Dr. Fruchterman’s appointment follows Paul Humphries’s November 17, 2020 notice of his retirement, effective November 30, 2020 (the “Transition Date”). Mr. Humphries has served as President of the Reliability Solutions segment of the Company since April 1, 2020, President, High Reliability Solutions from April 2011 to March 2020, and in various other leadership roles for the last 20 years. The Company requested and Mr. Humphries has agreed to work through March 31, 2021 (the “Transition Period”) to support a smooth transition.
Dr. Fruchterman, served as President and General Manager of Medical Solutions at 3M Company, the largest division at the company, where he delivered transformational acquisitions and achieved global above-market, profitable growth. Over his nine plus year tenure at 3M, he held multiple roles including President of Critical and Chronic Care Solutions, and Senior Vice President of R&D and Regulatory Affairs, Chief Technology Officer (CTO) & Chief Medical Officer (CMO) of 3M Healthcare, where he was also a member of the Corporate Technical Operating Committee. Prior to joining 3M, Dr. Fruchterman was Executive Vice President, CTO and CMO at Kinetic Concepts, Inc., in San Antonio, Texas. In his 23-year career, he also has held various positions at Johnson & Johnson, including leading worldwide biosurgical R&D for the Ethicon division; Schering-Plough Corporation, where he directed medical and strategic marketing for the hepatitis business; and Response Genetics, Inc., where he held the positions of President, Chief Executive Officer, and Chief Operating Officer. He received his Bachelor of Arts in Biological Basis of Behavior and Medical Doctorate degrees from the University of Pennsylvania, and his Ph.D. in Physiology and Biophysics at the University of Louisville, Kentucky.
In connection with Mr. Humphries’s retirement and his agreeing to provide transition services through the Transition Period, the Company entered into an Executive Transition Agreement, effective November 26, 2020 (the "Executive Transition Agreement"). Pursuant to the Executive Transition Agreement, Mr. Humphries will no longer be an executive officer effective the Transition Date but remain an employee of the Company and will provide services related to the transition of his duties through the Transition Period.
Pursuant to the Executive Transition Agreement and subject to Mr. Humphries’s compliance with its terms, Mr. Humphries will receive his base salary payable pursuant to the Company's standard payroll schedule during the Transition Period. The Executive Transition Agreement provides that Mr. Humphries will be subject to perpetual confidentiality and non-disparagement covenants and includes a general release and a customary cooperation provision. Mr. Humphries will not be eligible for separation payments nor will he be provided any preferential vesting of outstanding equity compensation.
Due to Mr. Humphries’s retirement eligibility and independent of the terms of the Executive Transition Agreement, upon his planned retirement on March 31, 2021, he will be eligible for a bonus payment based on actual performance under the Company’s fiscal year 2021 incentive bonus plan pursuant to the Company’s bonus policy. Mr. Humphries will be eligible for continued vesting of his deferred compensation award that was granted in July 2020
pertaining to fiscal year 2020 under the Company’s deferred compensation plan. His PSU awards will be prorated through his service end date and paid out based on performance at the end of the original performance periods. Mr. Humphries’s fiscal year 2021 RSU award will continue vesting in accordance with the terms of the award. All other RSU awards that remain unvested upon the conclusion of his employment at the expiration of the Transition Period will be forfeited.
A copy of the Executive Transition Agreement will be filed as an exhibit to the Company’s Form 10-Q for the quarter ended December 31, 2020.