0001140361-23-049314 | DEF 14A | XBRL Viewer

Document and Entity Information	12 Months Ended
Jun. 30, 2023
Cover [Abstract]
Document Type	DEF 14A
Amendment Flag	false
Entity Registrant Name	FABRINET
Entity Central Index Key	0001408710

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Jun. 30, 2023

Jun. 24, 2022

Jun. 25, 2021

Pay vs Performance Disclosure [Table]

Pay Versus Performance

As required by Section 952(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended, we are providing the following information about the relationship between executive “compensation actually paid” and certain measures of company performance for each of the last three completed fiscal years. The material that follows is provided in compliance with these rules. For information on how the Compensation Committee seeks to align pay with performance when making compensation decisions,

please review “Executive Compensation—Compensation Discussion and Analysis” above.

In determining the “compensation actually paid” (CAP) to our Named Officers (NEOs), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table as the SEC’s rules for this disclosure differ from those required in the Summary Compensation Table. For our NEOs other than our principal executive officer (PEO), amounts disclosed are reported as an average.

Pay Versus Performance Table

Fiscal Year⁽¹⁾	Summary Compensation Table Total for PEO ($)⁽²⁾	Compensation Actually Paid to PEO ($)⁽³⁾	Average Summary Compensation Table Total for Non-PEO NEOs ($)⁽⁴⁾	Average Compensation Actually Paid to Non-PEO NEOs ($)⁽⁵⁾	Value of Initial Fixed $100 Investment Based On:		Net Income ($)⁽⁸⁾	Company Selected Measure (Revenue) ($)⁽⁹⁾
Fiscal Year⁽¹⁾	Summary Compensation Table Total for PEO ($)⁽²⁾	Compensation Actually Paid to PEO ($)⁽³⁾			Total Shareholder Return ($)⁽⁶⁾	Peer Group Total Shareholder Return ($)⁽⁷⁾	Net Income ($)⁽⁸⁾	Company Selected Measure (Revenue) ($)⁽⁹⁾
2023	10,527,608	16,428,208	5,203,532	7,754,768	218.84	94.58	247,913,000	2,645,237,000
2022	9,936,955	7,818,062	4,798,154	3,840,220	140.20	93.59	200,380,000	2,262,224,000
2021	7,861,070	13,832,541	5,447,900	7,965,580	160.56	125.54	148,341,000	1,879,350,000

(1)	The following table shows our PEO and non-PEO NEOs for each of the reported fiscal years.

	Fiscal 2023	Fiscal 2022	Fiscal 2021
PEO	Seamus Grady	Seamus Grady	Seamus Grady
Non-PEO NEOs	Dr. Harpal Gill	Dr. Harpal Gill	Dr. Harpal Gill
	Csaba Sverha	Csaba Sverha	Csaba Sverha
	Edward T. Archer	Edward T. Archer	Edward T. Archer
			Toh-Seng Ng

(2)	The dollar amounts reported in this column are the amounts of total compensation reported for our PEO in the “Total” column of the Summary Compensation Table for the applicable fiscal year.

(3)

CAP does not mean that our PEO was actually paid the amounts reported in this column, but is a dollar amount derived from the starting point of total compensation reported for our PEO in the “Total” column of the Summary Compensation Table for the applicable fiscal year, as adjusted in accordance with SEC rules. For purposes of calculating CAP, the fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table. In accordance with SEC rules, the following adjustments were made to determine CAP to our PEO during each of the reported fiscal years, which consisted solely of adjustments to equity awards:

Adjustment Table for PEO	Fiscal 2023	Fiscal 2022	Fiscal 2021
Summary Compensation Table Total for PEO	$10,527,608	$9,936,955	$7,861,070
Subtract grant date fair value of equity awards reported in Summary Compensation Table	(7,499,721)	(7,199,814)	(5,849,946)
Add the fair value as of the end of the covered fiscal year of equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year	8,300,501	5,928,712	7,957,763
Adjust for the change in fair value as of the end of covered fiscal year (from the end of the prior fiscal year) of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of covered fiscal year	3,388,849	(1,140,123)	3,482,043
Add, for equity awards that are granted and vest in the same covered fiscal year, the fair value as of the vesting date	—	—	—
Adjust for the change in fair value as of vesting date (from the end of the prior fiscal year) of equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year	1,710,971	292,332	381,611
Subtract, for equity awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the fair value as of the end of prior fiscal year	—	—	—
Total Equity Adjustments (subtotal)	5,900,600	(2,118,893)	5,971,471
Compensation Actually Paid to PEO	$16,428,208	$7,818,062	$13,832,541

(4)	The dollar amounts reported in this column are the average of the amounts of total compensation reported for our non-PEO NEOs in the “Total” column of the Summary Compensation Table for the applicable fiscal year.

(5)

CAP does not mean that our non-PEO NEOs were actually paid the amounts reported in this column, but is a dollar amount derived from the starting point of the average total compensation reported for our non-PEO NEOs in the “Total” column of the Summary Compensation Table for the applicable fiscal year, as adjusted in accordance with SEC rules. For purposes of calculating CAP, the fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table. In accordance with SEC rules, the following adjustments were made to determine the average CAP to our non-PEO NEOs during each of the reported fiscal years, which consisted solely of adjustments to equity awards:

Adjustment Table for non-PEO NEOs	Fiscal 2023	Fiscal 2022	Fiscal 2021
Average Summary Compensation Table Total for non-PEO NEOS	$5,203,532	$4,798,154	$5,447,900
Subtract grant date fair value of equity awards reported in Summary Compensation Table	(3,224,896)	(2,999,871)	(2,892,767)
Add the fair value as of the end of the covered fiscal year of equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year	3,569,232	2,470,255	3,805,287
Adjust for the change in fair value as of the end of covered fiscal year (from the end of the prior fiscal year) of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of covered fiscal year	1,428,367	(532,273)	1,098,132
Add, for equity awards that are granted and vest in the same covered fiscal year, the fair value as of the vesting date	—	—	110,022
Adjust for the change in fair value as of vesting date (from the end of the prior fiscal year) of equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year	778,533	103,955	397,006
Subtract, for equity awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the fair value as of the end of prior fiscal year	—	—	—
Total Equity Adjustments (subtotal)	2,551,236	(957,934)	2,517,680
Average Compensation Actually Paid to non-PEO NEOs	$7,754,768	$3,840,220	$7,965,580

(6)	Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year.

(7)

The peer group used is the NASDAQ Telecommunications Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K under the Securities Exchange Act of 1934, as amended, and included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. Peer group total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year.

(8)	The dollar amounts reported in this column are the amounts of net income reflected in our audited financial statements for the reported fiscal year.

(9)	In our assessment, revenue is the most important financial performance measure used by Fabrinet in fiscal 2023 to link CAP to performance. The dollar amounts reported in this column are the amounts of revenue reflected in our audited financial statements for the reported fiscal year.

Company Selected Measure Name

Revenue

Named Executive Officers, Footnote [Text Block]

(1)	The following table shows our PEO and non-PEO NEOs for each of the reported fiscal years.

	Fiscal 2023	Fiscal 2022	Fiscal 2021
PEO	Seamus Grady	Seamus Grady	Seamus Grady
Non-PEO NEOs	Dr. Harpal Gill	Dr. Harpal Gill	Dr. Harpal Gill
	Csaba Sverha	Csaba Sverha	Csaba Sverha
	Edward T. Archer	Edward T. Archer	Edward T. Archer
			Toh-Seng Ng

Peer Group Issuers, Footnote [Text Block]

(7)

PEO Total Compensation Amount

$ 10,527,608

$ 9,936,955

$ 7,861,070

PEO Actually Paid Compensation Amount

$ 16,428,208

7,818,062

13,832,541

Adjustment To PEO Compensation, Footnote [Text Block]

(3)

Adjustment Table for PEO	Fiscal 2023	Fiscal 2022	Fiscal 2021
Summary Compensation Table Total for PEO	$10,527,608	$9,936,955	$7,861,070
Subtract grant date fair value of equity awards reported in Summary Compensation Table	(7,499,721)	(7,199,814)	(5,849,946)
Add the fair value as of the end of the covered fiscal year of equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year	8,300,501	5,928,712	7,957,763
Adjust for the change in fair value as of the end of covered fiscal year (from the end of the prior fiscal year) of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of covered fiscal year	3,388,849	(1,140,123)	3,482,043
Add, for equity awards that are granted and vest in the same covered fiscal year, the fair value as of the vesting date	—	—	—
Adjust for the change in fair value as of vesting date (from the end of the prior fiscal year) of equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year	1,710,971	292,332	381,611
Subtract, for equity awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the fair value as of the end of prior fiscal year	—	—	—
Total Equity Adjustments (subtotal)	5,900,600	(2,118,893)	5,971,471
Compensation Actually Paid to PEO	$16,428,208	$7,818,062	$13,832,541

Non-PEO NEO Average Total Compensation Amount

$ 5,203,532

4,798,154

5,447,900

Non-PEO NEO Average Compensation Actually Paid Amount

$ 7,754,768

3,840,220

7,965,580

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(5)

Adjustment Table for non-PEO NEOs	Fiscal 2023	Fiscal 2022	Fiscal 2021
Average Summary Compensation Table Total for non-PEO NEOS	$5,203,532	$4,798,154	$5,447,900
Subtract grant date fair value of equity awards reported in Summary Compensation Table	(3,224,896)	(2,999,871)	(2,892,767)
Add the fair value as of the end of the covered fiscal year of equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year	3,569,232	2,470,255	3,805,287
Adjust for the change in fair value as of the end of covered fiscal year (from the end of the prior fiscal year) of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of covered fiscal year	1,428,367	(532,273)	1,098,132
Add, for equity awards that are granted and vest in the same covered fiscal year, the fair value as of the vesting date	—	—	110,022
Adjust for the change in fair value as of vesting date (from the end of the prior fiscal year) of equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year	778,533	103,955	397,006
Subtract, for equity awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the fair value as of the end of prior fiscal year	—	—	—
Total Equity Adjustments (subtotal)	2,551,236	(957,934)	2,517,680
Average Compensation Actually Paid to non-PEO NEOs	$7,754,768	$3,840,220	$7,965,580

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Relationship Between Compensation Actually Paid and Performance Measures

CAP Versus Total Shareholder Return

The following graph reflects the relationship between CAP, our cumulative Total Shareholder Return (“TSR”) and the TSR of the NASDAQ Telecommunications Index (“Peer TSR”), assuming an initial fixed investment on June 26, 2020 of $100.

Compensation Actually Paid vs. Net Income [Text Block]

Relationship Between Compensation Actually Paid and Performance Measures

CAP Versus Net Income and Revenue

The following graph reflects the relationship between CAP, our net income and our revenue.

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Relationship Between Compensation Actually Paid and Performance Measures

CAP Versus Net Income and Revenue

The following graph reflects the relationship between CAP, our net income and our revenue.

Total Shareholder Return Vs Peer Group [Text Block]

Relationship Between Compensation Actually Paid and Performance Measures

CAP Versus Total Shareholder Return

Tabular List [Table Text Block]

Fiscal 2023 Performance Measures

In accordance with SEC rules, the financial performance measures listed below represent, in our assessment, the most important financial performance measures used in fiscal 2023 to link CAP to company performance.

•

Revenue