CORPORATE GOVERNANCE
Board of Directors Meetings
The
board of directors held six meetings during fiscal 2017. Our independent directors have the opportunity to meet in executive session, without management present, as part of each regular board meeting. Mr. Schrock, the boards Lead
Director, presides at these sessions. All of our directors attended at least 75% of the total meetings of the board and the committees of the board on which they served in fiscal 2017 (for Phil R. Martens, who did not stand for
re-election
at the 2017 annual meeting, and Mr. Rooke, who was appointed as a director in March 2017, this refers to the period in which each individual served as a director). The Plexus board of directors
conducts an annual self-evaluation, reviewing the performance of each individual board member, the boards committees and the board as a whole.
Plexus encourages all of its directors to attend the annual meeting of shareholders. Plexus generally holds a board meeting coincident with the annual meeting
of shareholders to minimize director travel obligations and facilitate their attendance at the shareholders meeting. All continuing directors serving at the time attended the 2017 annual meeting of shareholders in person.
Director Independence
As a
matter of good corporate governance, we believe that the board of directors should provide a strong voice in the governance of our company. Therefore, under our corporate governance policies and in accordance with Nasdaq Global Select Market rules,
at least a majority of our directors must be independent directors.
When the board of directors makes its determinations regarding which
directors are independent, it first considers and follows the Nasdaq Global Select Market rules. The board also reviews other transactions and relationships, if any, involving Plexus and its directors or their family members or related parties; see
Certain Transactions herein for a discussion of our policy regarding such transactions. Plexus expects its directors to inform it of any transaction, whether direct or indirect, such as through an immediate family member or an affiliated
business entity, involving Plexus and the director; Plexus also surveys directors periodically to confirm this information. Plexus does not use any dollar amount to screen transactions that should be reported to the Company. The board reviews the
information submitted by its directors for its separate determination of materiality and compliance with Nasdaq and other standards when it determines independence.
Based on the applicable standards and the boards review and consideration, the board of directors has determined that Messrs. Böer, Cortinovis,
Drury, Jueckstock, Kelly, Rooke and Schrock, and Dr. Eisenhart are each independent under applicable rules and guidelines. Mr. Martens, who served as a director until the 2017 annual meeting, was also previously determined to
be independent. In reaching its determination regarding Mr. Kellys independence, the board considered that Mr. Kelly is an executive officer of NXP Semiconductors N.V., which is a supplier to Plexus. Plexus payments to
distributors of NXPs products in fiscal 2017 represented approximately 0.2% and 0.9% of the annual revenue of NXP and Plexus, respectively. It was determined that this relationship did not affect Mr. Kellys independence.
Mr. Foate, our
Non-Executive
Chairman and former Chief Executive Officer, and Mr. Kelsey, our current Chief Executive Officer, are not considered to be independent.
Board Leadership Structure
Mr. Foate has served as Chairman of the Board since 2013. Pursuant to a retirement and transition agreement (the Transition Agreement), which
is described in Directors Compensation below, Mr. Foate served as Executive Chairman (which was not deemed to be an executive officer position) during fiscal 2017, and, beginning in fiscal 2018, he is serving as
Non-Executive
Chairman (which also is not an executive officer position).
Mr. Foate serves as the Chairman of the
Board primarily due to his
in-depth
knowledge of the Company and EMS industry, keen understanding of the Companys operations and strategies, proven leadership and vision for Plexus, which position him to
provide strong and effective leadership of the board. Mr. Foate joined Plexus in
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