Form 4: Plexus Corp CEO Todd P. Kelsey Sells Shares and Acquires Stock Units

Todd P. Kelsey, President & CEO of Plexus Corp, reports selling common stock and acquiring restricted and performance stock units.

Summary

• Todd P. Kelsey, the President and CEO of Plexus Corp, filed a Form 4 detailing changes in beneficial ownership.
• On February 3, 2025, Kelsey sold 1,500 shares of common stock at $136.96 per share.
• On February 4, 2025, he sold 2,000 shares at $140 per share.
• On February 5, 2025, he sold 2,000 shares at $141.50 per share and 2,337 shares at a weighted average price of $142.8603.
• These sales were executed under a Rule 10b5-1 plan adopted on August 16, 2024.
• Kelsey also acquired 27,990 Restricted Stock Units (RSUs) and 28,030 Performance Stock Units (PSUs) on February 3, 2025, under the Plexus Corp. 2024 Omnibus Incentive Plan.
• The RSUs vest on February 3, 2028, and each represents a contingent right to receive one share of Plexus Corp. common stock.
• Vesting of the PSUs is dependent on Plexus Corp.'s relative total shareholder return (TSR) compared to the S&P 400 Index and goals related to economic return (ER) during a three-year performance period.
• Kelsey may earn up to 150% of the targeted amount based on TSR and up to 200% of the targeted amount based on ER.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The CEO selling shares could be seen as slightly negative, but the presence of a 10b5-1 plan and the acquisition of RSUs and PSUs offset this concern. The vesting of PSUs is tied to future performance, which is a positive incentive.

Positives

• The granting of RSUs and PSUs aligns management's interests with those of shareholders, incentivizing long-term performance.
• The use of a 10b5-1 trading plan suggests that the sales were pre-planned and not based on insider information.

Negatives

• The sale of shares by the CEO could be interpreted negatively by some investors, although the existence of a 10b5-1 plan mitigates this concern.

Risks

• The vesting of PSUs is contingent on achieving specific TSR and ER targets, which may not be met.
• Market conditions could impact the value of the shares received upon vesting of the RSUs.

Future Outlook

The document does not contain specific forward-looking statements, but the vesting of PSUs is tied to future performance metrics.

Industry Context

Executive stock transactions are common and closely watched in the industry as they can provide insights into management's confidence in the company's future prospects. The use of a 10b5-1 plan is a standard practice to avoid accusations of insider trading.

Comparison to Industry Standards

• Executive compensation packages often include a mix of salary, stock options, restricted stock units, and performance-based incentives.
• The vesting conditions for the PSUs, based on TSR relative to the S&P 400 and economic return, are typical performance metrics used in the industry.
• Companies like Jabil and Flex also use similar incentive plans to align executive compensation with shareholder value.

Stakeholder Impact

• Shareholders may be interested in the CEO's stock transactions as an indicator of management's confidence.
• Employees may be impacted by the performance-based vesting of PSUs, as it aligns management's incentives with company performance.

Key Dates