SEC Form DEF 14A filed by Jabil Inc.

NOTICE

OF ANNUAL MEETING OF STOCKHOLDERS

Access The Annual Meeting Stockholders may participate in the virtual annual meeting by logging in at www.virtualshareholdermeeting.com/JBL2026.   Record Date Stockholders of record at the close of business on November 28, 2025, are entitled to attend and vote at the annual meeting.   Materials These proxy materials and our annual report were first sent or made available to stockholders on December 12, 2025.				Vote Online   before the meeting by going to: www.proxyvote.com
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Items of Business

Stockholders are being asked to vote on the agenda items described below and to consider any other business properly brought before the annual meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 22, 2026:

The Notice of Meeting, Proxy Statement, Annual Report to Stockholders and the means to vote online are available at www.proxyvote.com.

If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of the Proxy Statement or need help submitting a proxy or voting instructions for your shares, please contact Innisfree M&A Incorporated, our proxy solicitor:

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Table of Contents

PROXY SUMMARY

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

The enclosed proxy is solicited on behalf of Jabil Inc., a Delaware corporation (references to “Jabil,” “Company,” “we,” “our,” or “us” mean Jabil Inc. together with its subsidiaries), for use at the Annual Meeting of Stockholders.

Our Company Overview

Jabil is one of the leading providers of engineering, manufacturing, and supply chain solutions. We deliver comprehensive design, production, and product management services to companies across a diverse range of industries and end markets. Our capabilities span the entire product lifecycle—from innovation, design, and planning to fabrication, assembly, and delivery—enabling seamless management of resources and materials across global supply chains. Through these integrated services, we help our customers reduce manufacturing costs, enhance supply chain efficiency, minimize inventory risk, lower transportation expenses, and accelerate product fulfillment.

Our Fiscal Year

Jabil’s fiscal year begins on September 1 and ends on August 31. Our 2025 fiscal year began on September 1, 2024 and ended on August 31, 2025. Similarly, our 2026 fiscal year began on September 1, 2025 and will end on August 31, 2026.

Key Fiscal Year 2025 Performance Results

*A reconciliation for each of these measures can be found in Appendix A to this proxy statement.

Fiscal Year 2025 Dynamic Operating Environment

Despite a dynamic global operating environment, Jabil once again demonstrated resilience throughout fiscal year 2025. Some end markets experienced pressure, particularly in automotive and renewables, while strong AI related data center infrastructure demand supported continued momentum across the business. The company remained disciplined in managing its portfolio, aligning resources with areas that best position Jabil for sustainable growth. Fiscal 2025 underscored the strength of Jabil’s balanced business model, the benefits of diversification, and the consistency of our execution across varied market conditions.

		Jabil Inc. 2026 Proxy Statement		1

Corporate Governance Highlights

For a detailed discussion of our corporate governance, please see “Corporate Governance” beginning on page 6.

Board Leadership and Change

Mr. Mark Mondello, former Chief Executive Officer of the Company, remains on our Board as Chairman and has continuing executive responsibilities related to acquisitions and other strategic matters. Mr. Steve Raymund is Lead Independent Director. In that role, Mr. Raymund presides at meetings of the Board when Mr. Mondello is not present (including executive sessions of the independent directors), approves the agenda and schedule for Board meetings and has authority to call executive sessions of the independent directors. Mr. Raymund may also act as a liaison between the Chairman and the independent directors.

As announced in October 2025, Mr. Mondello is not standing for re-election at the Annual Meeting. Following Mr. Mondello’s departure, Mr. Raymund is expected to be appointed Chairman of the Board.

		Jabil Inc. 2026 Proxy Statement		2

Our Director Nominees

Our Board recommends that you vote FOR each of the director nominees named below for terms that expire at the Annual Meeting to be held in 2027. The following table provides summary information about each nominee, and you can find additional information under “Proposal 1, Election of Directors” on page 16. All director nominees with the exception of Mr. Dastoor are independent.

		Committee Memberships(1)
Name Occupation		Audit		Compensation		Cybersecurity		Nominating &  Corporate Governance		No. of Other  Public Boards
Anousheh Ansari   CEO, XPRIZE										0
Sujatha Chandrasekaran   Former SEVP and Chief Digital and   Information Officer, CommonSpirit   Health										3
Michael Dastoor   CEO and Director, Jabil Inc.										1
Christopher S. Holland   Former SVP & CFO, C. R. Bard, Inc.										1
John C. Plant   CEO, Chairman, Howmet Aerospace Inc.										2
Steven A. Raymund   Retired Chairman & CEO, Tech Data Corporation and Lead Independent Director, Jabil Inc.										1
N.V. “Tiger” Tyagarajan   Former President and CEO, Genpact Limited										0

(1)

It is anticipated that, following the Annual Meeting, Ms. Ansari will join the Audit Committee, Mr. Tyagarajan will become the Chair of the Compensation Committee, and Ms. Chandrasekaran will join the Compensation and Cybersecurity Committees.

KEY

Member

Chair

Financial Expert

Director Nominee Highlights

		Jabil Inc. 2026 Proxy Statement		3

Key Director Qualifications and Characteristics

Our Board possesses the following experience, qualifications and characteristics:

		Strategic Skills				Core Competencies
		Global Operations				Corporate Governance
		Artificial Intelligence / Machine Learning				Financial & Audit
		Business Development & Strategic Planning				Risk & Compliance
		Supply Chain				Industry Leadership
		Technology & Cybersecurity
		Mergers & Acquisitions
		Environmental & Sustainability
		Human Capital Management
		CEO / Senior Leadership
		Public Board Experience

Compensation Program Highlights for Fiscal Year 2025

Executive Compensation Philosophy

Jabil’s compensation philosophy is aligned with our business strategy and is designed to attract and retain employees, focus on achievement of short-term and long-term business results, consider individual performance and align with the short and long-term interests of stockholders.

Compensation Best Practices

		Jabil Inc. 2026 Proxy Statement		4

Forward-Looking Statements

This Proxy Statement contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “should,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Achievement of anticipated results is subject to substantial risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements, and you are cautioned not to put undue reliance on forward-looking statements. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or by the rules and regulations of the SEC. You are advised, however, to consult any further disclosures we make on related subjects. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of our Annual Report on Form 10-K under the heading “Risk Factors.”

		Jabil Inc. 2026 Proxy Statement		5

CORPORATE GOVERNANCE

Our Board of Directors believes that effective corporate governance creates the foundation that allows Jabil to pursue its mission. Corporate governance at Jabil is designed to promote the long-term interests of our stockholders, maintain internal checks and balances, strengthen management accountability, inspire public trust, and foster responsible decision making and accountability.  

Board Leadership Structure

The Board of Directors does not have a policy on whether the same person should serve as both the Chief Executive Officer and Chairman of the Board or, if the roles are separate, whether the Chairman should be selected from the non-management directors. The Board believes that it should have the flexibility to make these determinations in the way that best provides appropriate leadership for Jabil. The Board has determined, however, that when the Chairman is not an independent director, there should also be a lead independent director who is appointed by the independent directors to serve for a period of at least one year. This position is currently held by Steven Raymund, who assumed the role of Lead Director in November 2021. Mr. Raymund’s knowledge of Jabil and its industry, combined with his extensive experience as a chief executive officer and chairman of a global business and his participation and leadership on other public company boards make him highly qualified to carry out the Lead Director role. After Chairman Mondello’s departure at the Annual Meeting, Mr. Raymund is expected to be appointed Chairman of the Board.

Board of Directors Meetings during Fiscal Year 2025

The Board of Directors held a total of 14 meetings during fiscal year 2025. Each member, other than Messrs. Plant and Tyagarajan, of the Board attended or participated in more than 75% of the aggregate of (i) the total number of meetings of the Board held during fiscal year 2025 and (ii) the total number of meetings held by each committee of the Board on which such director served during fiscal year 2025. Messrs. Plant and Tyagarajan attended less than 75% of the aggregate Board and committee meetings on which they each served during fiscal year 2025 due to coinciding professional responsibilities. The Chairman of the Board presided over all meetings of the Board.

Board Committees  

The Board has four standing Committees: (1) Audit Committee, (2) Compensation Committee, (3) Nominating and Corporate Governance Committee, and (4) Cybersecurity Committee. All committees operate under written charters that are posted on our website under the heading Governance and then within the Governance Documents at https://investors.jabil.com/overview/default.aspx. Detailed information on each committee is below. All committee members meet the independence requirements of the listing standards of the New York Stock Exchange (“NYSE”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for service on such committees.

		Jabil Inc. 2026 Proxy Statement		6

Committee Chart

Director		Audit		Compensation		Nominating & Corporate Governance		Cybersecurity		Independent
Mark Mondello, Chairman(1)
Steven Raymund, Lead Independent Director(1)
Anousheh Ansari(2)
Sujatha Chandrasekaran(2)
Michael Dastoor, CEO & Director
Christopher Holland
John Plant
James Siminoff(1)
N.V. “Tiger” Tyagarajan(2)
Kathleen Walters(1)

		Jabil Inc. 2026 Proxy Statement		7

Executive Sessions

The independent directors of the Board meet at least once annually in executive session without management present. In fiscal year 2025, Mr. Raymund, our Lead Independent Director, presided at such meetings. See “How to Communicate with our Board” for the method for interested parties to make their concerns known to an independent director, or to the independent directors as a group.

Our Director Nominations Process

One of the responsibilities of the Nominating and Corporate Governance Committee is to identify and recruit candidates to serve on the Board of Directors. The Nominating and Corporate Governance Committee is responsible for providing a list of director nominees to the Board for election at each annual meeting of stockholders. The Nominating and Corporate Governance Committee will consider nominees for Board membership suggested by its members and other Board members, as well as nominees identified by management and stockholders. The Nominating and Corporate Governance Committee may, at its discretion, retain a third-party executive search firm to identify potential nominees. Jabil’s Chief Executive Officer is included, on a non-voting basis, in the process of identifying candidates. A prospective nominee will be evaluated against the characteristics and competencies set out in Jabil’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee will take into account many factors in evaluating a prospective nominee, including, among other things, having integrity and being accountable, being able to exercise informed judgment, being financially literate, having mature confidence, having high performance standards, and bringing passion and creativity to their role, as well as contributing to the Board’s core competencies and the Board’s mix of backgrounds, experiences, skills, accomplishments, financial expertise, professional interests, personal qualities and other traits.

		Jabil Inc. 2026 Proxy Statement		9

Director Recommendations by Stockholders

The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders and evaluate them using the same criteria as other candidates.

All stockholder director nominee recommendations must be in writing, addressed to the Nominating and Corporate Governance Committee in care of Jabil’s Corporate Secretary at Jabil’s corporate headquarters, at 10800 Roosevelt Boulevard North, St. Petersburg, Florida 33716. Submissions must be made by mail, courier or personal delivery. E-mailed submissions will not be considered.

Director Selection

The Board of Directors and the Nominating and Corporate Governance Committee consider a mix of qualities in the selection of nominees desirable in achieving an appropriate group of qualified individuals to advance our long-term business interests. The Board and Nominating and Corporate Governance Committee consider a nominee’s background, experience, skills, accomplishments, financial expertise, professional interests, personal qualities and other traits.

Determinations of Director Independence

The Board, with the assistance of the Nominating and Corporate Governance Committee, periodically undertakes a review of director independence. For a director to be considered independent, the Board must determine that the director does not have a material relationship with Jabil and is otherwise independent under the listing standards of the NYSE. The Board considers all material relevant facts and circumstances known to it in making an independence determination, both from the standpoint of the director and from that of persons or organizations with which the director has an affiliation. As a result of this review, the Board determined that the following eight of our ten current directors are independent: Anousheh Ansari, Sujatha Chandrasekaran, Christopher S. Holland, John C. Plant, Steven A. Raymund, James Siminoff, N.V. “Tiger” Tyagarajan and Kathleen A. Walters. In addition, David M. Stout, who retired from the Board at the 2025 annual meeting, qualified as independent during his service on the Board. Messrs. Michael Dastoor and Mark Mondello are not considered to be independent. Mr. Mondello was Jabil’s Chief Executive Officer until May 1, 2023, and has continuing executive responsibilities related to acquisitions, divestitures and other strategic matters.

Annual Meeting of Stockholders Attendance Policy

Jabil’s Corporate Governance Guidelines require all directors to endeavor to attend all annual meetings of stockholders, absent unanticipated personal or professional obligations which preclude them from doing so. To facilitate such attendance, Jabil schedules a regular meeting of the Board of Directors on the same date as the annual meeting. All of Jabil’s then-serving directors attended the most recent Annual Meeting of Stockholders held in January 2025.

Director Stock Ownership Requirements

The Corporate Governance Guidelines require directors to accumulate, within five years of joining the Board, at least the number of shares of company stock having a value equal to such director’s most recent annual Board membership cash fee (not including any additional fees for Chair service), multiplied by five. The following forms of ownership are counted towards a director’s compliance with this requirement:

If a director does not achieve the applicable stock ownership minimum by the applicable deadline or any time thereafter, the director will be required to retain at least half of the shares following restricted stock or restricted stock unit award vesting that remain after shares are sold or netted to pay any applicable taxes.

		Jabil Inc. 2026 Proxy Statement		10

Risk Oversight

The Board’s Role in Risk Oversight

Jabil faces a variety of risks, including various operational, financial and other risks. The nature and effect of these risks vary in many ways, including our ability to anticipate and understand the risk, the types of negative impacts that could result if the risk manifests itself, the likelihood that an undesired event or a particular adverse impact would occur, and our ability to control the risk and reduce potential adverse impacts. While particular actions or activities can avoid or mitigate some risks, some risks are unavoidable as a practical matter. The Board takes the potential adverse impact of a risk into consideration when determining the appropriate amount of resources that should be allocated to avoid or mitigate the risk.

In some cases, a higher degree of risk may be acceptable because of a greater perceived potential for reward.

The Board oversees risk management directly and through its committees. Generally, the Board oversees risks that may affect the business of Jabil as a whole, including operational matters. The Audit Committee is responsible for oversight of Jabil’s accounting and financial reporting processes and also discusses with management Jabil’s financial statements, internal controls and other accounting and related matters. The Compensation Committee oversees certain risks related to compensation programs, the Nominating and Corporate Governance Committee oversees certain corporate governance risks, and the Cybersecurity Committee focuses on cybersecurity risk. As part of their roles in overseeing risk management, these committees periodically report to the Board regarding briefings provided by management and advisors as well as the committees’ own analysis and conclusions regarding certain risks faced by Jabil. Management is responsible for implementing the risk management strategy and developing policies, controls, processes and procedures to identify and manage risks.

Business and operational risks are considered by the Board in many ways. The Board receives reports from management at least quarterly identifying and discussing various risks facing the Company and its operating segments and meets with members of the management team to discuss those risks at least quarterly. Our Chief Executive Officer communicates regularly with the Board on such matters. In addition, senior members of the Finance group, the Compliance group and the internal audit department periodically report to the Audit Committee on their evaluation of management’s effectiveness in addressing risks by providing a comprehensive review of certain business and related risks, an assessment and ranking of various identified risk items based on their likelihood and the severity of the consequences, including both financial and non-financial impacts, and plans to manage and mitigate such risks. Senior members of the Finance group, the Compliance group and the internal audit department also consult with third party sources and advisors regarding certain potential risks facing Jabil and incorporate the results of these consultations in their reports. Certain financial risks are identified and discussed during our quarterly and year-end processes. As part of this process, our management team receives input from a broad range of employees, including local and regional facility controllers, regarding financial results, compliance matters, and other matters.

Cybersecurity Risk

The Cybersecurity Committee assists the Board in fulfilling its oversight responsibilities with regard to the Company’s cybersecurity programs and risks, including the cybersecurity practices, procedures and controls management uses to identify, assess and manage the Company’s key cybersecurity programs and risks, to protect the confidential intellectual property, information and data of the Company and its customers and to comply with applicable data protection laws and regulations. At each of its meetings, the Committee receives a report from management on cybersecurity incident management. Our Cyber Committee Chair, Ms. Ansari, received a Certificate in Cybersecurity Oversight from Carnegie Mellon University in 2025.

		Jabil Inc. 2026 Proxy Statement		12

Risks in Compensation Practices

Jabil regularly conducts risk assessments of its compensation policies and practices for its employees, including those relating to its executive compensation programs. Our programs contain various mitigating factors designed to discourage our employees, including the named executive officers (the “NEOs”), from taking unreasonable risks in managing the business. These factors include:

Based upon these assessments, we believe that our compensation policies and practices do not encourage excessive or unreasonable risk taking and are not reasonably likely to have a material adverse effect on Jabil.

Compensation Committee Interlocks and Insider Participation

Jabil’s Compensation Committee is currently composed of Messrs. Raymund and Tyagarajan and its Chair is Ms. Walters. Upon Ms. Walters’ departure from the Board following the Annual Meeting, it is anticipated that Ms. Chandrasekaran will join the Compensation Committee and Mr. Tyagarajan will become Chair. No member of the Compensation Committee is currently or was formerly an officer or an employee of Jabil or its subsidiaries. There are no compensation committee interlocks and no insider participation in compensation decisions that are required to be reported under the rules and regulations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

		Jabil Inc. 2026 Proxy Statement		13

Related Party Transactions

Related Party Transactions Policy

Our Board of Directors has adopted a written policy governing the approval of related party transactions. “Related Party Transactions” are transactions in which Jabil is a participant, the amount involved exceeds $120,000 and a “Related Party” had, has or will have a direct or indirect material interest. “Related Parties” are Jabil’s directors (including any nominees for election as directors), its executive officers, any stockholder who beneficially owns more than 5% of Jabil’s outstanding common stock, any immediate family member of any of the foregoing persons and any firm, corporation, charitable organization or other entity in which any of the persons listed above is an officer, general partner or principal or in a similar position or in which the person has a beneficial ownership interest of 10% or more. Under the Related Party Transactions Policy, Jabil’s General Counsel (or its Chief Executive Officer if the related party is the General Counsel or an immediate family member of the General Counsel) will review potential Related Party Transactions to determine if they are subject to the Policy. If so, the transaction will be referred to the Audit Committee for approval or ratification. If, however, the General Counsel determines that it is not practical to wait until the next Audit Committee meeting, the Audit Committee Chair shall have the authority to act on behalf of the Audit Committee in approving or ratifying a Related Party Transaction (unless the Audit Committee Chair is a Related Party in the Related Party Transaction). In determining whether to approve a Related Party Transaction, the Audit Committee (or, as applicable, the Audit Committee Chair) will consider, among other things, the benefits of the transaction to Jabil, the potential effect of entering into the transaction on a director’s independence, the availability of other sources for the products or services, the terms of the transaction and the terms available to unrelated third parties generally. Any member of the Audit Committee who has an interest in the transaction under discussion will abstain from voting on the approval of the Related Party Transaction. The Audit Committee has authority to administer the Related Party Transactions Policy and to amend it as appropriate.

To the extent our directors or their immediate family members are affiliated with third party companies, Jabil also evaluates business transactions with those companies. Such transactions are deemed immaterial and not related party transactions to the extent (i) they are made in the ordinary course of business, (ii) they are arms-length, (iii) aggregate sales for the fiscal year to or from the director-affiliated company do not exceed the greater of $1 million or 2% of the affiliated company’s annual revenues and (iv) they do not otherwise result in a material interest for the related party.

Certain Related Party Transactions

In April 2025, director James Siminoff returned to Amazon.com, Inc. (“Amazon”) as Vice President of Product, overseeing the home security business, among other things. During fiscal year 2025, Jabil provided manufacturing services to Amazon’s home security business with related revenues of less than $20 million. These related party transactions were made in the ordinary course of business prior to Mr. Siminoff’s return to Amazon and were not material.

Additionally, one current executive officer has an immediate family member employed by Jabil whose compensation for fiscal year 2025 exceeded $120,000. 

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Stockholder Engagement

Our investor relations team and senior management consistently engage with current and prospective stockholders to discuss our business model, long-term strategy, and performance objectives. These interactions provide management with valuable insights into investor sentiment on topics such as financial results, capital allocation priorities, and the alignment of compensation with company performance. In fiscal 2025, we met with a large number of current and potential investors, both in person and virtually, through conferences, non-deal roadshows, and individual meetings. Feedback from these engagements is regularly communicated to the Board of Directors, reinforcing our commitment to maintaining an open, transparent dialogue and ensuring that stockholder perspectives inform our strategic and governance practices.

Corporate Governance Guidelines

The full text of the Corporate Governance Guidelines can be found in the Investors — Governance section of Jabil’s website (www.jabil.com) under Governance Documents. The Corporate Governance Guidelines reflect the principles by which Jabil and its Board of Directors operate. The Nominating and Corporate Governance Committee interprets the Corporate Governance Guidelines and determines whether actions taken comply with the Guidelines.

Code of Conduct

Jabil has adopted a worldwide Code of Conduct, applicable to all directors, officers and employees, including our Chief Executive Officer and our Chief Financial Officer. The Code of Conduct meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, as well as the requirements of a “code of business conduct and ethics” under the NYSE listing standards. The Code of Conduct covers topics including, but not limited to, conflicts of interest and confidentiality of information. A copy of the Code of Conduct can be found in the Investors — Governance section of Jabil’s website (www.jabil.com) under Governance Documents. We intend to post amendments to, or waivers of the provisions of, the Code of Conduct, if any, made with respect to either our CEO or CFO on our website within four business days following the amendment or waiver.

How to Communicate with our Board

Stockholders and other interested parties may contact the Board about corporate governance or matters related to the Board. Communications about these topics will be received and processed by Jabil’s Corporate Secretary before being forwarded to the Board, a committee of the Board, or a director, as designated in any accompanying message.

Communications directed to any director, or any group of directors, must be in writing and mailed to:

Jabil Inc.

Office of the Corporate Secretary

10800 Roosevelt Boulevard North

St. Petersburg, Florida 33716

		Jabil Inc. 2026 Proxy Statement		15

PROPOSAL NO. 1

Election of Directors

Nominees

Seven directors are to be elected at the Annual Meeting. Jabil’s Board of Directors has authorized the nomination of all director candidates named below. As announced in October 2025, each of Messrs. Mondello and Siminoff and Ms. Walters is not standing for re-election at the Annual Meeting. The size of the Board will be reduced automatically to seven members effective as of the election of directors at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for Jabil’s seven nominees, all of whom are presently directors of Jabil. Ms. Chandrasekaran was appointed to the Board of Directors in April 2025. All other nominees were last elected by our stockholders at the Annual Meeting of Stockholders held in January 2025. If any nominee of Jabil 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 present Board of Directors to fill the vacancy. Jabil is not aware of any nominee who will be unable or will decline to serve as a director. The term of office of each person elected as a director will continue until the next annual meeting of stockholders and until a successor has been elected and qualified, or until his or her earlier death, resignation or removal. There are no family relationships among any of the directors and executive officers of Jabil.

There are no arrangements or understandings between any of the persons nominated to be a director and any other persons pursuant to which any of such nominees was selected. A majority of the director nominees are “independent” as defined in the applicable listing standards of the NYSE.

		Jabil Inc. 2026 Proxy Statement		16

Non-Management Director Compensation

The Board has determined that compensation for non-management directors should be comprised of a mix of cash and equity. We annually compare our director compensation to the compensation paid by the peer group described below in “NEO Total Direct Compensation Mix - Competitive Benchmarking.” Based on this comparison, our fiscal year 2025 director compensation was at the 44^th percentile in the aggregate of the comparator group.

The Nominating and Corporate Governance Committee, on the recommendation of the Company’s compensation consultant, eliminated committee member fees beginning in January 2025. In lieu of committee member fees, each directors’ annual board retainer increased from $85,000 to $110,000. Committee chair fees remained the same.

Fiscal Year 2025 Compensation

For fiscal year 2025, the annual retainers shown in the chart below were established for Jabil’s non-management directors.

Directors do not receive Board or Committee meeting fees but are reimbursed for expenses incurred in attending Board and committee meetings. In addition to the cash compensation described above, non-management directors annually receive an equity award under the 2021 Equity Incentive Plan (the “Equity Incentive Plan”). For fiscal year 2025, the non-management directors received time-based restricted stock units (“RSUs”) valued at $215,000, or 1,300 RSUs (except for Ms. Chandrasekaran) based on Jabil’s closing price on the date of grant rounded to the nearest 100 shares. Ms. Chandrasekaran was appointed to the Board in April 2025 and received a pro rata grant of time-based RSUs valued at $164,932, or 700 RSUs based on Jabil’s closing price on the date of grant rounded to the nearest 100 shares. The RSUs vest on January 23, 2026. The following table summarizes the compensation of our non-management directors for fiscal year 2025. Each of Messrs. Dastoor and Mondello was a named executive officer for fiscal year 2025 and did not receive any additional compensation for his service as a director during fiscal year 2025. Information regarding their compensation for fiscal year 2025 is presented below in the “Summary Compensation Table” and the related explanatory tables.

		Jabil Inc. 2026 Proxy Statement		21

AUDIT COMMITTEE MATTERS

The Audit Committee of the Board serves to assist the Board in fulfilling the oversight responsibilities it has with respect to the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the qualifications and independence of the Company’s independent auditor, and the performance of the Company’s independent auditor and the Company’s internal audit function.

The Audit Committee is composed solely of independent directors, as defined in the listing standards of the NYSE, as well as other statutory, regulatory and other requirements applicable to Jabil.

The Audit Committee operates under a written charter adopted by the Board, a copy of which is available in the Investor Relations section of Jabil’s website (www.jabil.com). The Audit Committee annually reviews and assesses the adequacy of its charter in order to help ensure timely compliance with statutory, regulatory, listing and other requirements applicable to Jabil.

Jabil’s management has primary responsibility for the preparation, presentation and integrity of Jabil’s financial statements and its financial reporting process, including internal control over financial reporting. Jabil’s independent registered public accounting firm is responsible for expressing an opinion on the effectiveness of Jabil’s internal control over financial reporting and conformity of Jabil’s financial statements with United States generally accepted accounting principles. The Audit Committee members are not professional accountants or auditors and their functions are not intended to duplicate or to certify the activities of management or the independent registered public accounting firm.

The Audit Committee has the authority and responsibility to select, evaluate and, when appropriate, replace the independent registered public accounting firm. The Audit Committee also has periodic discussions with management and the independent registered public accounting firm with regard to the quality and adequacy of Jabil’s internal controls. Management’s and the independent registered public accounting firm’s presentations to, and discussions with, the Audit Committee also cover various topics and events that may have significant financial impacts.

The information contained in the above Audit Committee Report shall not be deemed “soliciting material” or “filed” with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into such filings.

		Jabil Inc. 2026 Proxy Statement		23

Accounting Fees and Services

The following table presents fees for professional audit services rendered by EY for the audit of Jabil’s annual financial statements for the fiscal years ended August 31, 2025 and August 31, 2024, and fees billed for other services rendered by EY during those periods.

Policy on Audit Committee Pre-Approval of Audit, Audit-Related and Permissible Non-Audit Services

The Audit Committee’s policy is to pre-approve all audit, audit-related and permissible non-audit services provided by the independent registered public accounting firm in order to assure that the provision of such services does not impair the auditor’s independence. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Management is required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. During fiscal year 2025, all services were pre-approved by the Audit Committee in accordance with this policy.

PROPOSAL NO. 2

Ratification of Appointment of

Independent Registered Public Accounting Firm

In October 2025, the Audit Committee approved the selection of Ernst & Young LLP (“EY”) to serve as Jabil’s independent registered public accounting firm for the fiscal year ending August 31, 2026. EY has served as Jabil’s independent registered public accounting firm since 2010. The Audit Committee reviews the performance of the independent registered public accounting firm annually.

Representatives of EY are expected to be present during the Annual Meeting, will have the opportunity to make a statement and will be available to respond to questions.

Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the appointment of EY to serve as Jabil’s independent registered public accounting firm for the fiscal year ending August 31, 2026, is hereby APPROVED.”

Although stockholder approval is not required, we are submitting this proposal as a matter of good governance. If the stockholders do not ratify the selection of EY, the appointment of the independent registered public accounting firm will be reconsidered by the Audit Committee of the Board of Directors.

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COMPENSATION MATTERS

Compensation Discussion and Analysis

This CD&A discusses the compensation for the fiscal year ended August 31, 2025, of the NEOs listed in the Summary Compensation Table on page 40 of this Proxy Statement. The NEOs are:

Executive Summary

Jabil’s 2025 fiscal year began September 1, 2024 and ended August 31, 2025. Despite a dynamic global operating environment, Jabil once again demonstrated resilience throughout fiscal year 2025. Some end markets experienced pressure, particularly in automotive and renewables, while strong AI related data center infrastructure demand supported continued momentum across the business. The Company remained disciplined in managing its portfolio, aligning resources with areas that best position Jabil for sustainable growth. Fiscal 2025 underscored the strength of Jabil’s balanced business model, the benefits of diversification, and the consistency of our execution across varied market conditions.

Jabil’s compensation program is intended to be competitive with the market practices of its peer group and other competitors for talent. It reflects our pay for performance philosophy by placing a significant majority of our NEO compensation “at risk” in the form of variable pay elements tied to financial performance goals and to Jabil’s stock price. Each fiscal year, the Compensation Committee views all of the compensation elements together, including historical achievement levels, to balance both long-term and short-term objectives and to motivate each NEO to attain those objectives. We typically rely heavily on equity-based awards to accomplish this balance, as we believe such awards create a strong alignment with the achievement of stockholder value over the long term.

In fiscal year 2025, we established threshold and target levels of corporate core operating income, corporate core operating income margin and corporate free cash flow that applied to annual cash incentives and established certain earnings per share growth targets over a three-year performance period required for performance-based equity awards to vest. We also granted equity awards that vest based on total stockholder return relative to the S&P Composite1500 Technology Hardware and Equipment Index for a three-year performance period. The Compensation Committee believes these performance measures correlate highly to long-term shareholder value creation.

The Compensation Committee set performance goals that we believed were challenging, yet attainable, to achieve target performance, and set difficult performance goals to achieve maximum performance, under both our short-term and long-term incentive programs.

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Executive Compensation Practices

In connection with designing our executive compensation program, we monitor the evolution of compensation best practices. Some of the most important practices incorporated into our program include the following:

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Executive Compensation Guiding Principles, Philosophy & Rationale

The Compensation Committee believes that executive compensation opportunities should align with and enhance long-term stockholder value. We believe that this core philosophy is embedded in all aspects of our executive compensation program and is reflected in an important set of guiding principles, described below. The Compensation Committee reviews the compensation philosophy annually. We believe that the application of these principles enables us to create a meaningful link between compensation outcomes and long-term, sustainable growth for our stockholders.

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Elements of the Executive Compensation Program

The Compensation Committee believes that the elements of the executive compensation program further our guiding principles. The following table summarizes the major elements of Jabil’s executive compensation program and the purposes and values in using these elements:

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NEO Total Direct Compensation Mix

The following chart illustrates the fiscal year 2025 target compensation for the NEOs by element of compensation as a percentage of the NEOs’ target total direct compensation (that is, salary plus the target value of the short-term cash and long-term incentives).

This chart assists in demonstrating our compensation philosophy that a significant majority of each NEO’s compensation be at-risk, tied to performance (both short-term and long-term) and mostly composed of equity. It reflects the mix of salary, cash and equity-based incentives at the target levels for fiscal year 2025. “Annual Salary” is the annual salary earned for each NEO for fiscal year 2025 and “Target Cash Annual Incentive” means the target award opportunity under the annual incentive program for fiscal year 2025. The amounts shown for “Performance- Based Equity,” and “Time-Based Equity” reflect the grant date fair values at target for fiscal year 2025.

For each of the NEOs above, the performance-based equity and the target cash annual incentive are variable, “at-risk” elements of compensation and the time-based equity is a variable element of compensation. The charts below indicate the average percentage of variable and/or at-risk compensation for both CEOs who served during fiscal year 2025 and our NEOs.

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The Executive Compensation Process

Jabil’s executive compensation program is administered and overseen by the Compensation Committee with assistance from management and a compensation consultant selected and retained by the Compensation Committee. Generally, compensation amounts, metrics and vesting criteria are determined by analyzing, among other things, compensation data and pay practices from Jabil’s peer group and broader compensation survey information, financial and strategic goals, and historical compensation data. In addition, the Compensation Committee considers legal, accounting and tax advice and reviews ratings information from proxy advisory services. Typically, annual salaries, cash short-term incentive payout targets, metrics, goals and weightings, and long-term incentive awards and performance goals for each fiscal year are set and awarded following the end of the previous fiscal year when data regarding the previous fiscal year’s performance is available. If a NEO’s role changes or an officer is promoted, compensation elements may be adjusted later in the fiscal year.

Role of Compensation Committee

The Compensation Committee sets policies and gives direction to management on all material aspects of the executive compensation program. The Compensation Committee Charter, posted on our website at www.jabil.com, in the Investors-Governance section, sets forth the Compensation Committee’s responsibilities. The Compensation Committee makes compensation decisions for the NEOs for each of the compensation elements, establishes the short- and long-term financial metrics, weighting and targets and grants long-term incentive awards. In making these decisions, the Compensation Committee reviews: (i) the Chief Executive Officer’s recommended amounts for each element of pay, and recommended performance metrics and targets for our incentive compensation programs; (ii) data and advice provided by the compensation consultant, including peer group and compensation survey data; (iii) the compensation history of each executive; (iv) the financial performance of Jabil’s operating divisions; and/or (v) guidelines established by institutional investors and proxy advisory firms. The Compensation Committee may form and delegate authority to subcommittees when appropriate.

Role of Management

Our Chief Executive Officer makes recommendations to the Compensation Committee regarding base salary levels, target annual incentive award levels and long-term incentives for the other executive officers. These recommendations are based upon his assessment of individual performance, contribution, time in position and the market competitiveness of each individual’s total compensation. The Chief Executive Officer, in conjunction with other members of senior management (the Company’s Chief Financial Officer and Senior Vice President, Human Resources), makes recommendations regarding the design of the Company’s compensation programs including performance measures, weightings and long-term incentive structure. This collective recommendation is based upon: (i) an annual performance review process, including assessment of the achievement of established financial and strategic business objectives and other accomplishments; (ii) Jabil’s annual operating and strategic plans, targeted earnings and overall and group financial performance; (iii) market data for relevant companies, which includes peer group data and broader compensation survey data; and (iv) guidelines established by institutional investors and proxy advisory firms.

Role of Compensation Consultant

The Compensation Committee has the sole authority to hire and to dismiss its compensation consultant. Reports and advice from the consultant may be requested by the Compensation Committee and are shared with the Board and management at the Compensation Committee’s discretion. During fiscal year 2025, the independent compensation consultant to the Compensation Committee was Pay Governance. The services performed by the compensation consultant included attending Compensation Committee meetings, reviewing and advising on the peer group selection, advising on design and implementation of incentive and equity plans, advising on prevailing equity grant practices, providing data regarding prevalent compensation practices and levels of pay, advising on the design of the director compensation program and providing data on prevailing practices and levels of pay for directors, reviewing and commenting on the compensation philosophy, and providing updates on regulatory and

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legislative changes impacting executive compensation. The compensation consultant has access to management and interacts with management to gather compensation and performance information regarding Jabil, and to discuss potential compensation program designs. The Compensation Committee considers Pay Governance to be independent because Pay Governance did not perform services for Jabil’s management unrelated to services performed for the Compensation Committee. In fiscal year 2025, the Compensation Committee reviewed and analyzed a number of factors, including those specified by SEC rules, and concluded that Pay Governance was independent and there was no conflict of interest raised as a result of any work performed by Pay Governance, directly or indirectly, for the Compensation Committee during fiscal year 2025.

Competitive Benchmarking

The Compensation Committee annually reviews compensation data and pay practices from both Jabil’s peer group and broader compensation survey data as part of its decision-making process. While the Compensation Committee reviews compensation data with a view to confirming that a given executive’s compensation is competitive, it retains discretion in setting an executive’s compensation. As a result, compensation for an executive may differ materially from the peer group or survey data and is influenced by factors including past performance, experience, position, tenure, individual and organizational factors, retention needs and other factors. The Compensation Committee has adopted a target total cash compensation philosophy of setting opportunities such that NEO target total cash compensation (including annual salary and targeted short-term cash incentive payout) approximates the market median of the companies in the peer group and survey data if target performance is achieved. The Compensation Committee does not consider actual performance of the peer group companies when setting NEO compensation. Rather, it compares NEO total cash compensation payout opportunities at the target performance level to the target payout opportunities of comparable NEO positions at peer group companies. However, actual total cash compensation may range from below-the-market 25^th percentile at the low end to at or above-the-market 75^th percentile at the high end depending on the actual level of financial performance achieved relative to pre-established goals. Long-term incentive awards granted to executives consider market data, financial performance, individual performance and potential and aggregate share usage. The Compensation Committee also considers benchmarking information regarding competitive levels of total direct compensation (the sum of target total cash and long-term incentives) to provide context for its decisions on long-term incentive awards.

The Compensation Committee periodically evaluates and selects companies to include in the peer group it uses to assess the competitiveness of the NEO compensation program. With guidance from the compensation consultant and input and discussion with management, the Compensation Committee considers whether the mix of companies in the peer group produces valid information for assessing the market value of our executive positions. We intend that the peer group cumulatively has the following attributes: business operations in the industries and end markets in which we participate; global operations; similar annual revenue or market capitalization; complexity of scope; or competitive with Jabil for executive talent. The Compensation Committee reviewed the current peer group and determined that it was appropriate in fiscal year 2025. The peer group used to set fiscal year 2025 NEO target compensation consists of the companies set forth below. No changes were made in the peer group for fiscal year 2025.

When fiscal year 2025 NEO target compensation was set, Jabil’s revenue for the most recently completed fiscal year available approximated the 80^th percentile of the peer group.

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Setting of Salaries and Annual Cash Incentive Compensation

The Compensation Committee typically makes its decisions related to salaries and annual cash incentive targets at the start of each fiscal year. This timing allows the Compensation Committee to take into account Jabil’s financial results in the prior fiscal year and the plans and expectations for the current fiscal year when establishing such salaries and targets. If a NEO’s role changes or an officer is promoted, compensation elements may be adjusted later in the fiscal year.

Long-Term Incentive Compensation Award Practices

Long-term incentive awards are typically granted to our executives at the start of each fiscal year following the completion and release of financial results for the preceding fiscal year, so that relevant information is available to the Compensation Committee and the market price of our common stock reflects this information. The dates for the meetings at which such grants are made are set well in advance of such meetings. The Compensation Committee may also make grants of long-term incentive awards at other times during the year due to special circumstances, which include a change in an officer role, the hiring or promotion of an officer, an acquisition or to align compensation with new strategic goals. We do not seek to time long-term incentive awards to take advantage of information, either positive or negative, about Jabil which has not been publicly disclosed.

In deciding the type and value of equity compensation to grant, the Compensation Committee typically takes into account a variety of considerations, such as Jabil’s financial performance, the need to retain experienced and talented employees to execute the strategies of the business, the accounting and tax impacts of the grant, the dilutive effect to the stockholders, the incentive opportunity Jabil desires to provide to the NEOs, the executive’s role and responsibilities, individual performance, internal equity and the historical level of actual compensation realized as compared to the value targeted. Additionally, the Compensation Committee utilizes peer group and compensation survey data to provide context for its determinations of these grants.

A majority of equity incentive awards granted to our NEOs are performance-based, with vesting conditioned on Jabil’s EPS or the Relative TSR metric, each measured over a three-year performance period. These metrics are described in detail under “NEO Long-Term Incentives”.

Time-based RSU awards are also granted to the NEOs. We believe that time-based RSU awards with service-based vesting over multiple years provides the recipient with the potential for long-term value directly aligned with the stock price and requires long-term service. We believe that time-based RSUs align with our guiding principle of creating a compensation package that is competitive, promotes retention, focuses on financial performance and balances the at-risk elements.

Other Compensation Policies and Considerations

In general, the Company offers limited additional compensation components to our NEOs, reflecting our cost-sensitive philosophy.

In April 2025, pursuant to the Company’s aircraft policy, which is intended to support business efficiency, executive security, and oversight of travel-related compensation, the Compensation Committee approved limited personal use of the Company’s aircraft for the CEO and Executive Chairman, limited to 25 and 15 hours per year, respectively. Such personal use is disclosed in the Fiscal Year 2025 Summary Compensation Table and the related notes.

In addition, in fiscal year 2025, we incurred tax gross-up and tax preparation service fees for Mr. Hebard that are a one-time compensation related to his expatriate assignment in FY23, which has ended, and are not reflective of “ordinary” cash compensation. For all other NEOs, the value of the other benefits comprising “All Other Compensation” was minimal, as disclosed in detail in the Fiscal Year 2025 Summary Compensation Table and the related notes.

All of the programs we offer, with the exception of the personal use of the aircraft, tax preparation services and executive physical program, are also offered to a broad-based group of our employees.

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Retirement and Pension Plan, Death and Disability

Our 401(k) Retirement Plan (“401(k) Plan”) includes a Company matching contribution. Eligible officers who retire receive additional time for vesting and settlement of certain equity and equity-based grants. Awards vest according to the provisions within the equity award agreements. Eligibility is determined based upon the age and/or years of service of the particular officer. The Compensation Committee may, in its discretion, award a bonus for the year of retirement and also may, in its discretion, pro rate this bonus for service through the date of retirement. Unvested time-based RSUs fully vest upon termination due to death or disability. In the event of death, a pro rata portion of unvested performance-based RSUs may vest, and in the event of a termination due to disability, a pro rata portion of unvested performance-based RSUs may remain outstanding and eligible for future vesting based on the actual level of achievement of the performance goals.

Severance and Termination

Upon termination, NEOs receive the pro rata portion of salary earned to the date of termination. Unvested RSUs are forfeited upon termination of employment unless there is a change in control or, for certain awards, the NEO is retirement-eligible, dies or becomes disabled. Under the Company’s severance pay guidelines, updated in 2025, executives, including NEOs, who are terminated without cause may receive severance, which benefits the Company by allowing it to obtain agreements from departing employees, including, but not limited to, agreements not to compete with Jabil for specified periods of time. If awarded, severance would generally include a multiple of base salary and target annual incentive, depending on the employee’s employment level, subject to the limits of our Cash Severance Policy, described below under “Cash Severance Policy for Executive Officers.”

Cash Severance Policy for Executive Officers

In October 2024, we adopted a cash severance policy (Severance Policy), which provides that we will not enter into any new employment agreement, severance agreement, or separation agreement with any executive officer, or establish any new severance plan or policy covering any executive officer, in each case that provides for “cash severance benefits” (as defined in the Severance Policy) exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus, unless we seek stockholder ratification of such agreement, plan, or policy.

Change in Control Arrangements

Awards granted under the Equity Incentive Plan may vest under certain circumstances in connection with a change in control. In addition, any shares of Jabil stock that may be deferred and that continue to be reserved under the non-qualified deferred compensation program are distributed upon a change in control.

In the event of a change in control, any award outstanding under the Equity Incentive Plan will become fully vested on the earlier of (i) the applicable vesting date under the original vesting schedule, (ii) the first anniversary of the date of the change in control if the grantee has remained as an employee, consultant or non-employee director, or (iii) the date the grantee is terminated without cause or resigns for good reason. However, an award will not fully vest due to a change in control if the grantee is terminated for cause or resigns without good reason prior to the first anniversary of the date of such change in control.

With respect to the Equity Incentive Plan, the above discussion assumes that the outstanding awards are continued, assumed or replaced in connection with the change in control by the surviving or successor entity or its parent. If the awards are not continued, assumed or replaced, then the awards will be immediately fully vested on the change in control or, at the discretion of the Compensation Committee, such awards may be terminated and cashed out. In addition, under the Equity Incentive Plan, for purposes of these accelerated vesting provisions, any performance objectives for any performance measurement period that is in process at the time of the change in control are deemed to have been achieved at the greater of target or the level actually achieved through the change in control (with similar performance assumed achieved through the remainder of the performance period).

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A summary of potential payments upon termination or a change in control for NEOs is set forth in “Potential Payments upon Termination or a Change in Control.”

Non-Qualified Deferred Compensation

U.S. executives may participate in a non-qualified deferred compensation program to voluntarily elect to defer up to 75% of salary and up to 100% of annual cash bonus. Participant deferrals are credited by book entry to the participant’s deferral contribution account. Jabil does not make, and is not required to make, any matching contributions to this program. Jabil may, however, decide to make discretionary contributions to the program to restore any 401(k) match a participant lost due to participation in this program. Executives meeting certain criteria may also voluntarily defer receipt of compensation upon vesting of RSUs.

Deferral accounts under the plan are paid out upon the participant’s termination of employment, death, or disability, or upon a determination by Jabil that a participant has suffered a financial hardship, or, if timely elected by the participant, during April of any year designated by the participant beginning with the fourth calendar year after a participant’s initial deferral election with respect to a particular deferral account. More information is shown in the Non-Qualified Deferred Compensation in Fiscal Year 2025 table.

Clawback of Executive Compensation

On October 19, 2023, Jabil adopted an updated clawback policy to comply with NYSE listing standards implementing Exchange Act Rule 10D-1 that requires recovery of certain incentive-based compensation (including equity awards) paid to our executive officers in the event we are required to restate financial statements due to material non-compliance with financial reporting requirements under the federal securities laws. In addition, our equity award agreements contain provisions that permit Jabil to recoup the awards if the recipient breaches certain covenants or obligations under the agreement, including confidentiality and noncompetition covenants, or upon substantial violation of our Code of Conduct.

Executive Stock Ownership Requirements

Jabil has minimum stock ownership requirements for Jabil’s executive officers. The executive officers are expected to own a minimum dollar value of shares equal to a multiple of their respective base salaries, as follows:

Shares to be counted toward these requirements include shares deemed to be beneficially owned under federal securities laws (excluding shares under vested SARs) and unvested time-based restricted stock and RSUs. Unvested performance-based RSUs are not counted when determining whether these requirements have been satisfied. The stock ownership requirements are expected to be met within five years of becoming an executive officer. During the five-year period, executive officers generally are required to retain 50% of after-tax shares issued in settlement of equity awards until ownership requirements have been met. If requirements have not been met during the period, or if an executive officer falls below the ownership requirements after the five-year period, then 100% of after-tax shares issued in settlement of equity awards generally are to be retained until requirements are met. Stock ownership is reviewed by the Compensation Committee at each January annual meeting of stockholders, and the calculation for ownership value is the number of shares owned by the executive on the first trading day of January multiplied by Jabil’s average stock price for the preceding two months. All NEOs are currently in compliance with the stock ownership requirements.

Accounting for Share-Based Compensation

Before we grant share-based compensation awards, or modify previously granted awards, we consider the accounting impact of the proposed award or modification.

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Selection and Weighting of Performance Measures

Each year, the Compensation Committee selects the metrics to be used to measure NEO performance from those authorized in the Short-Term Incentive Plan as well as establishing the weighting of the metrics for each NEO’s short-term incentive award.

In order to reward an executive’s ability to drive CANCOI while also increasing margin, the pertinent CANCOI measure was applied in a matrix together with the applicable core operating income margin, with CANCOI on the Y axis and operating income margin on the X axis. The percentage of annual incentive earned increased as CANCOI and operating income margin increased. CANCOI was selected because it is a key corporate metric that takes into account both revenue and expense.

The cash flow metric is intended to reward executives for producing consistent, repeatable free cash flow results.

For all NEOs, the CANCOI and Core Operating Income Margin Matrix and the Corporate Free Cash Flow metric were equally weighted.

Setting Performance Metrics

The Compensation Committee set the metrics and related performance levels for fiscal year 2025 early in the fiscal year. When setting target metrics for a given year, the Company considers prior year performance, prevailing macro-economic conditions, and assumed market demand and uses these as benchmarks to establish appropriate goals.

The following tables show the goals established by the Compensation Committee. Performance below target results in diminishing payout and maximum payout is capped at 200%. To simplify the presentation, certain intermediate performance levels are not shown; however, payouts were determined by linear interpolation when financial performance occurred between data points in the performance/payout schedules. For the purposes of the CANCOI/Core Operating Margin matrices, payout was determined based on the performance on both measures.

Corporate CANCOI and Core Operating Margin (numbers in millions)

Corporate Free Cash Flow (numbers in millions)

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Actual Cash Incentive Achievement

For all NEOs, the results included in the charts above resulted in a 171% payout as follows: