SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
|
Table of Contents
|
|
| | | | | 1 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 6 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| Proposal 1 — Election of Directors | | | |
|
| | |
| | | | | 8 | | | |
| | | | | 15 | | | |
| | | | | 15 | | | |
| | | | | 15 | | | |
| | | | | 16 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 20 | | | |
| | | | | 20 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 21 | | | |
| | | | | 21 | | | |
| | | | | 22 | | | |
| | | |
|
| | ||
| | | | | 24 | | | |
| | | | | 25 | | | |
| | | | | 26 | | | |
| | | | | 26 | | | |
| | | | | 27 | | | |
| | | | | 28 | | | |
| | | | | 29 | | | |
| | | | | 29 | | | |
| | | | | 30 | | | |
| | | | | 31 | | | |
| | | |
|
| | ||
| | | | | 35 | | | |
| | | | | 35 | | |
| | | |
|
| | ||
| | | |
|
| | ||
| | | | | 37 | | | |
| | | | | 40 | | | |
| | | | | 42 | | | |
| | | | | 45 | | | |
| | | | | 53 | | | |
| | | | | 54 | | | |
| | | | | 55 | | | |
| | | | | 55 | | | |
| | | | | 56 | | | |
| | | | | 57 | | | |
| | | | | 58 | | | |
| | | | | 59 | | | |
| | | | | 59 | | | |
| | | | | 60 | | | |
| | | | | 64 | | | |
| | | | | 65 | | | |
| | | |
|
| | ||
| | | |
|
| | ||
| | | | | 71 | | | |
| | | | | 72 | | | |
| | | |
|
| | ||
| | | |
|
| | ||
| | | | | 74 | | | |
| | | |
|
| |
PROXY STATEMENT
|
Proxy Statement Summary
|
|
|
![]()
DATE
November 16, 2023 |
| | |
![]()
TIME
8:00 am local time |
| | |
![]()
PLACE
Avnet’s Headquarters 2211 South 47th Street Phoenix, Arizona 85034 |
| | |
![]()
RECORD DATE
September 18, 2023 |
|
Proposals
|
| | |
Board
Recommendation |
| | |
Page
Reference |
| ||||
1
|
| | |
Election of Directors
|
| | |
FOR
|
| | | | |
2
|
| | |
Advisory vote on named executive compensation
|
| | |
FOR
|
| | | | |
3
|
| | |
Advisory vote on the frequency of future advisory votes
on named executive compensation |
| | |
1 YEAR
|
| | | | |
4
|
| | |
Ratification of independent registered public accounting
firm |
| | |
FOR
|
| | | |
| |
INTERNET
Visit the website noted on your proxy card to vote online.
|
| |
![]() |
|
| |
TELEPHONE
Use the toll-free telephone number on your proxy card to vote by telephone.
|
| |
![]() |
|
| |
MAIL
Sign, date, and return your proxy card in the enclosed envelope to vote by mail.
|
| |
![]() |
|
| |
IN PERSON
Cast your vote in person at the annual meeting.
|
| |
![]() |
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| | | |
Age
|
| |
Director
Since |
| |
Independent
|
| |
Avnet Committees
|
| ||||||||||||||||||||||||||||||||||
|
A
|
| | |
C
|
| | |
CG
|
| | |
F
|
| | |
E
|
| ||||||||||||||||||||||||||||||
|
Rodney C. Adkins
Chairman of the Board of Avnet, Inc, President, 3RAM Group LLC |
| |
65
|
| |
2015
|
| | | | YES | | | | | | | | | | | | | | | | | | |
|
•
|
| | | | | | | | | | | |
|
◦
|
| |
|
Carlo Bozotti
Industrial Partner, FSI |
| |
70
|
| |
2019
|
| | | | YES | | | | |
|
◦
|
| | | | | | | | | | | | | | | | | | |
|
•
|
| | | | |
|
•
|
| |
|
Brenda L. Freeman
Founder, Joyeux Advisory Group |
| |
59
|
| |
2018
|
| | |
|
YES
|
| | | |
|
•
|
| | | | | | | | | | | |
|
•
|
| | | | | | | | | | | | | | | |
|
Philip R. Gallagher
Chief Executive Officer, Avnet, Inc. |
| |
62
|
| |
2020
|
| | | | NO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Jo Ann Jenkins
Chief Executive Officer, AARP |
| |
65
|
| |
2018
|
| | | | YES | | | | | | | | | | | |
|
•
|
| | | | | | | | | | | |
|
•
|
| | | | | | | | |
|
Oleg Khaykin
President and Chief Executive Officer, Viavi Solutions, Inc. |
| |
58
|
| |
2018
|
| | | | YES | | | | |
|
•
|
| | | | | | | | | | | | | | | | | | |
|
◦
|
| | | | |
|
•
|
| |
|
James A. Lawrence
Chairman, Lake Harriet Capital, LLC |
| |
70
|
| |
2011
|
| | | | YES | | | | | | | | | | | |
|
◦
|
| | | | | | | | | | | |
|
•
|
| | | | |
|
•
|
| |
|
Ernest E. Maddock
Former Chief Financial Officer, Micron Technology, Inc. |
| |
65
|
| |
2021
|
| | | | YES | | | | |
|
•
|
| | | | | | | | | | | | | | | | | | |
|
•
|
| | | | | | | | |
|
Avid Modjtabai
Former Senior Executive Vice President, Payments, Virtual Solutions and Innovation Group, Wells Fargo |
| |
61
|
| |
2014
|
| | | | YES | | | | | | | | | | | |
|
•
|
| | | | |
|
◦
|
| | | | | | | | | | | |
|
•
|
| |
|
Adalio T. Sanchez
President, S Group Advisory LLC |
| |
64
|
| |
2019
|
| | | | YES | | | | | | | | | | | |
|
•
|
| | | | |
|
•
|
| | | | | | | | | | | | | | | |
| ◦ Chair | | |
A: Audit
|
| |
C: Compensation and Leadership Development
|
|
|
• Member
|
| |
CG: Corporate Governance
|
| |||
| | | |
E: Executive
|
| | F: Finance | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: pc_summar-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/pc_summar-pn.jpg)
|
VISION: To be the preferred distributor partner at the center of the world’s technology design and supply chains by delivering the best experience for both customers and suppliers every time.
|
|
|
MISSION: We deliver superior service by holding ourselves accountable to our stakeholders, enabling design and supply chain technology solutions that improve life experiences globally, while staying grounded in our Core Values.
|
|
![[MISSING IMAGE: fc_integrity-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/fc_integrity-pn.jpg)
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: tbl_finan-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/tbl_finan-pn.jpg)
![[MISSING IMAGE: tb_govern-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/tb_govern-pn.jpg)
![[MISSING IMAGE: pc_targe-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/pc_targe-pn.jpg)
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
PROXY STATEMENT for ANNUAL MEETING of SHAREHOLDERS
|
|
|
![]()
DATE
November 16, 2023 |
| | |
![]()
TIME
8:00 am local time |
| | |
![]()
PLACE
Avnet’s Headquarters 2211 South 47th Street Phoenix, Arizona 85034 |
| | |
![]()
RECORD DATE
September 18, 2023 |
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
Proposals
|
| | |
Voting
Standard |
| | |
Board
Recommendation |
| | |
Page
Reference |
| ||||
1
|
| | |
Election of Directors
|
| | |
Majority of
votes cast |
| | |
FOR
|
| | | | |
2
|
| | |
Advisory vote on named executive
compensation |
| | |
Majority of
votes cast |
| | |
FOR
|
| | | | |
3
|
| | |
Advisory vote on the frequency of
future advisory votes on named executive compensation |
| | |
Majority of
votes cast |
| | |
1 YEAR
|
| | | | |
4
|
| | |
Ratification of independent registered
public accounting firm |
| | |
Majority of
votes cast |
| | |
FOR
|
| | | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
PROPOSAL 1: ELECTION OF DIRECTORS
|
|
| |
RECOMMENDATION OF THE BOARD
|
| | | | | | | | |||
| |
![]() |
| |
The Board recommends that shareholders vote FOR all ten nominees listed below.
|
| |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
![]()
Director Since: 2015
Board Chair Since: 2018
Age: 65
Independent
Current Committee
Memberships:
•
Corporate Governance
•
Executive (Chair)
|
| | |
RODNEY C. ADKINS
|
| | |||
|
Recent Business Experience:
Mr. Adkins has served as the Company’s Chair of the Board since November 2018. He serves as the President of 3RAM Group LLC, a privately held company specializing in capital investments, business consulting services, and property management. Mr. Adkins formerly served as Senior Vice President of IBM from 2007 until 2014. In his 33-year career with IBM, Mr. Adkins held a number of development and management roles, including Senior Vice President of Corporate Strategy from 2013 to 2014 and Senior Vice President of Systems and Technology Group from 2009 to 2013. Mr. Adkins currently serves on the board of directors of United Parcel Service, Inc. (NYSE: UPS); W.W. Grainger, Inc. (NYSE: GWW), and PayPal Holdings, Inc. (Nasdaq: PYPL). From 2007 to 2013, he served on the board of directors of Pitney Bowes Inc. (NYSE: PBI) and from 2014 to 2019, he served on board of directors of PPL Corporation (NYSE: PPL).
|
| | ||||||||
| Primary Qualifications and Experience: | | | ||||||||
|
•
Operations
|
| |
•
International Business
|
| | |||||
|
•
Technology/Digital Media
|
| |
•
Industry
|
| | |||||
|
•
Risk Management
|
| | | | | |||||
| The Board benefits from Mr. Adkins’ global business experience in the technology industry, including emerging technologies and services, international and emerging markets, and supply chain management. In addition, the Board believes he provides additional experience in the areas of corporate governance, strategy development, and senior leadership. | | |
| |
![]()
Director Since: 2019
Age: 70
Independent
Current Committee
Memberships:
•
Audit (Chair)
•
Finance
•
Executive
|
| | |
CARLO BOZOTTI
|
| | |||
|
Recent Business Experience:
Mr. Bozotti has been an Industrial Partner of FSI since June 2018. FSI is an independent private equity firm based in Milan, Italy that is currently managing the fund FSI I and II, two of the largest European country-focused private equity funds. He served as the President and Chief Executive Officer and Sole Member of the Management Board of STMicroelectronics NV (ENXTPA: STM), a global semiconductor company, from 2005 until his retirement in May 2018. Prior to that, he served in various roles with STMicroelectronics since 1977, including senior executive officer and global general management roles. From 2008 to 2010, Mr. Bozotti also served as Chairman of Numonyx, a memory products joint venture between Intel and STMicroelectronics. He had been a member of the European Round Table of Industrialists, an advocacy group in the European Union consisting of approximately 50 European industrial leaders, from 2005 to 2018. Currently, he serves as a member of the Supervisory Board of BE Semiconductor Industries NV, known as Besi (AMS: BESI), a leading supplier of assembly equipment for global semiconductor and electronics industries.
|
| | ||||||||
| Primary Qualifications and Experience: | | | ||||||||
|
•
Industry
|
| |
•
Finance
|
| | |||||
| The Board benefits from Mr. Bozotti’s extensive experience in the semiconductor industry as well as his strong experience in technology and innovation, finance, global business, corporate leadership and management, sales and marketing, and risk oversight. | | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
![]()
Director Since: 2018
Age: 59
Independent
Current Committee
Memberships:
•
Audit
•
Corporate Governance
|
| | |
BRENDA L. FREEMAN
|
| | |||
|
Recent Business Experience:
Ms. Freeman is the founder of an advisory company, Joyeux Advisory Group, which was founded in 2018. She has been a Venture Partner of Debut Capital since May 2021. Ms. Freeman formerly served as the Chief Executive Officer and a Director of Arteza, a direct-to-consumer arts and crafts supplies company, from February 2020 to April 2021. Previously she served as Chief Marketing Officer of Magic Leap, Inc., a private company focused on virtual retinal displays, from 2016 to 2019. Prior to that, she served as Chief Marketing Officer at the National Geographic Channel from 2015 to 2016; Vice President, Television Marketing at DreamWorks Animation SKG Inc. from 2014 to 2015; Chief Marketing Officer, Turner Animation, Young Adults and Kids Media at Turner Broadcasting Systems, Inc. from 2008 to 2014; and Senior Vice President, Integrated Marketing and Partnerships, Nickelodeon at MTV Networks Company from 2005 to 2008. She has also served in other leadership roles for MTV Networks Company, VH1, ABC Radio Networks, and PepsiCo, Inc. (Nasdaq: PEP). Ms. Freeman has served on the board of directors at WM Technology, Inc. (Nasdaq: MAPS) since June 2021, Blue Apron Holdings, Inc. (NYSE: APRN) since October 2020, and Caleres, Inc. (NYSE: CAL) since April 2017. Previously, she served on the board of directors of Herman Miller, Inc. (Nasdaq: MLHR) from 2016 to 2019 and Under Armour, Inc. (NYSE: UA) from 2012 to 2013.
|
| | ||||||||
| Primary Qualifications and Experience: | | | ||||||||
|
•
CEO
|
| |
•
Finance
|
| | |||||
|
•
Technology/ Digital Media
|
| |
•
Marketing
|
| | |||||
|
•
ESG
|
| | | | | |||||
| The Board benefits from Ms. Freeman’s experience in corporate leadership, serving on other boards, and her strong background in marketing, technology, digital commerce, and digital transformation. | | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
![]()
Director Since: 2020
Age: 62
Not Independent
|
| | |
Philip R. Gallagher
|
| | |||
|
Recent Business Experience:
Mr. Gallagher has served as the Company’s Chief Executive Officer and a Director since November 2020, and as the President, Electronic Components since August 2018. He previously served as the Interim Chief Executive Officer from July 2020 until November 2020 and as the Global President, Core Distribution Business from May 2017 to August 2018. He began his career with the Company in 1982 and held executive leadership positions in sales, marketing and operations during his 38 years at the Company, with his last role as Global President of Technology Solutions from 2009 to 2014. He left the Company in 2014, and served as President, Americas Sales and Marketing at TTI, a leading authorized distributor of interconnect, passive, electromechanical and discrete components, from 2016 to 2017. He rejoined the Company in May 2017. Mr. Gallagher currently serves on the advisory council for Women in Electronics and is also a member of Greater Phoenix Leadership (GPL), an organization of leading CEOs focused on creating action on priority issues.
|
| | ||||||||
| Primary Qualifications and Experience: | | | ||||||||
|
•
Industry
|
| |
•
International Business
|
| | |||||
|
•
Technology/Digital Media
|
| | ||||||||
| The Board benefits from Mr. Gallagher’s extensive experience in business operations, corporate leadership, and management. The Board also benefits from his broad knowledge of the technology industry. | | |
| |
![]()
Director Since: 2018
Age: 65
Independent
Current Committee
Memberships:
•
Compensation and Leadership Development
•
Finance
|
| | |
JO ANN JENKINS
|
| | |||
|
Recent Business Experience:
Ms. Jenkins has served as the Chief Executive Officer of AARP, the nation’s largest nonprofit, nonpartisan organization dedicated to empowering people 50 and older to choose how they live and age, since 2014. Previously, she served as the Executive Vice President and Chief Operating Officer of AARP from 2013 to 2014 and President of the AARP Foundation from 2010 to 2013. Prior to that, Ms. Jenkins held various positions at the Library of Congress from 1994 to 2010, including Chief Operating Officer from 2007 to 2010. Ms. Jenkins has served on the board of directors of General Mills, Inc. (NYSE: GIS) since January 2020.
|
| | ||||||||
| Primary Qualifications and Experience: | | | ||||||||
|
•
CEO
|
| |
•
Operations
|
| | |||||
| The Board benefits from Ms. Jenkins’ deep understanding of strategic management and innovative marketing, which she developed through her CEO and operational roles. She contributes valuable insights regarding corporate leadership and management, government affairs and community relations, and innovation and strategic transformation, including developing and implementing diversity strategies. | | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
![]()
Director Since: 2018
Age: 58
Independent
Current Committee
Memberships:
•
Audit
•
Executive
•
Finance (Chair)
|
| | |
OLEG KHAYKIN
|
| | |||
|
Recent Business Experience:
Mr. Khaykin has served as the President and Chief Executive Officer and member of the board of directors of Viavi Solutions Inc. (Nasdaq: VIAV), a provider of network and service enablement solutions, since February 2016. From 2015 to 2016, he served as a Senior Advisor at Silver Lake Partners. Prior to that, Mr. Khaykin served as President and Chief Executive Officer and a member of the board of directors of International Rectifier, a maker of power semiconductors, from 2008 until its acquisition by Infineon AG in 2015. From 2003 to 2008, he served as Executive Vice President and Chief Operating Officer of Amkor Technology, Inc. (Nasdaq: AMKR), and from 1999 to 2003 as Vice President of Strategy & Business Development at Conexant Systems, Inc. (Nasdaq: CNXT) and Mindspeed Technologies, Inc. (Nasdaq: MSPD). Mr. Khaykin had previously served on the boards of directors of Marvell Technology Group (Nasdaq: MRVL) from 2016 to July 2020 and Newport Corporation from 2010 until its acquisition by MKS Instruments in 2016.
|
| | ||||||||
| Primary Qualifications and Experience: | | | ||||||||
|
•
CEO
|
| |
•
Technology/ Digital Media
|
| | |||||
|
•
International Business
|
| |
•
Risk Management
|
| | |||||
|
•
Finance
|
| |
•
Marketing
|
| | |||||
|
•
Operations
|
| |
•
Industry
|
| | |||||
| The Board benefits from Mr. Khaykin’s significant corporate leadership and management experience and extensive experience in the semiconductor industry. His experience with technology companies, and as both a prior customer and supplier to the Company, brings valuable insights to the Board. | | |
| |
![]()
Director Since: 2011
Age: 70
Independent
Current Committee
Memberships:
•
Compensation and Leadership Development (Chair)
•
Executive
•
Finance
|
| | |
JAMES A. LAWRENCE
|
| | |||
|
Recent Business Experience:
Mr. Lawrence serves as the Chairman of Lake Harriet Capital, LLC. He previously served as Chairman of Great North Star LLC from 2015 to 2017, Chairman of Rothschild North America from 2012 to 2015, and Chief Executive Officer of Rothschild North America and as co-head of global investment banking from 2010 to 2012. Prior to that, he served as Chief Financial Officer of Unilever PLC (LON: ULVR) from 2007 to 2009, Vice Chairman and Chief Financial Officer of General Mills, Inc. (NYSE: GIS) from 1998 to 2007, Executive Vice President and Chief Financial Officer of Northwest Airlines (Nasdaq: NWAC) from 1996 to 1998, and Chief Executive Officer of Pepsi-Cola Asia Middle East Africa Group from 1992 to 1996. Mr. Lawrence has served on the board of directors of Smurfit Kappa, Dublin (LON: SKG) since 2015 and AerCap Holdings, N.V. (NYSE: AER) since 2017. Previously he had served on the board of directors of International Airlines Group (LON: IAG) from 2010 to 2018.
|
| | ||||||||
| Primary Qualifications and Experience: | | | ||||||||
|
•
CEO
|
| |
•
Finance
|
| | |||||
|
•
International Business
|
| |
•
Marketing
|
| | |||||
|
•
Legal & Regulatory Oversight
|
| |
•
Risk Management
|
| | |||||
|
•
Operations
|
| | ||||||||
|
The Board benefits from Mr. Lawrence’s breadth of global business experience, including strategy development and compliance. Additionally, as a former Chief Financial Officer for multiple public companies, Mr. Lawrence has extensive experience in finance and accounting, particularly as it applies to public companies.
|
| |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
![]()
Director Since: 2021
Age: 65
Independent
Current Committee
Memberships:
•
Audit
•
Finance
|
| | |
Ernest E. Maddock
|
| | |||
|
Recent Business Experience:
Mr. Maddock served as Chief Financial Officer and Senior Vice President of Micron Technology, Inc. (Nasdaq: MU) from 2015 until his retirement in 2018. Prior to that, he served as Chief Financial Officer of Riverbed Technology, Inc. from 2013 to 2015. From 1997 to 2013, Mr. Maddock served in various roles at Lam Research Corporation (Nasdaq: LRCX), last as Chief Financial Officer from 2008 to 2013. He has served on the board of directors of Ultra Clean Holdings Inc. (Nasdaq: UCTT) since June 2018; Velodyne Lidar (NASDAQ: VLDR), now Ouster, Inc. (NYSE: OUST), since January 2022; and Teradyne, Inc. (NASDAQ: TER) since November 2022. Mr. Maddock previously served on the board of Intersil Corporation (Nasdaq: ISIL) from 2015 to 2017.
|
| | ||||||||
| Primary Qualifications and Experience: | | | ||||||||
|
•
International Business
|
| |
•
Risk Management
|
| | |||||
|
•
Finance
|
| |
•
Operations
|
| | |||||
| The Board benefits from Mr. Maddock’s breadth of global business experience, including risk management and operations, and experience in the semiconductor industry. Additionally, as a former Chief Financial Officer for multiple public companies, Mr. Maddock has extensive experience in finance and accounting, particularly as it applies to public companies. | | |
| |
![]()
Director Since: 2014
Age: 61
Independent
Current Committee
Memberships:
•
Compensation and Leadership Development
•
Corporate Governance (Chair)
•
Executive
|
| | |
AVID MODJTABAI
|
| | |||
|
Recent Business Experience:
Ms. Modjtabai served as the Senior Executive Vice President and head of the Payments, Virtual Solutions and Innovation Group at Wells Fargo (NYSE: WFC) until March 2020, when she retired from Wells Fargo after 27 years. Prior to that, she served in various leadership roles at Wells Fargo, including Group head for Wells Fargo Consumer Lending from 2011 to 2016; Chief Information Officer and head of Technology and Operations Group from 2008 to 2011; Chief Information Officer and head of technology from 2007 to 2008; Director of Human Resources from 2005 to 2007; Executive Vice President, Head, of the Internet Services Group from 2001 to 2005; Senior Vice President of Consumer Internet Services from 1999 to 2001; and held leadership roles in the enterprise internet services group, consumer deposits, and corporate strategy from 1993 to 2001. Ms. Modjtabai has served on the board of directors of Prologis, Inc. (NYSE: PLD) since February 2020.
|
| | ||||||||
| Primary Qualifications and Experience: | | | ||||||||
|
•
Finance
|
| |
•
Technology/ Digital Media
|
| | |||||
|
•
Marketing
|
| |
•
Operations
|
| | |||||
|
•
International Business
|
| | ||||||||
| The Board benefits from Ms. Modjtabai’s extensive experience in operations and strategy development. The Board also benefits from her experience in the areas of financial services and change management. | | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
![]()
Director Since: 2019
Age: 64
Independent
Current Committee
Memberships:
•
Compensation and Leadership Development
•
Corporate Governance
|
| | |
ADALIO T. SANCHEZ
|
| | |||
|
Recent Business Experience:
Mr. Sanchez is President of S Group Advisory LLC, a management consulting firm providing advisory services on business strategy, technology, and operational excellence. He also serves as Board Chair of ACI Worldwide Inc. (NASDAQ: ACIW), a software company serving the electronics payments market, since 2022 and on its board of directors since 2015; on the board of directors of Snap One Holdings Corp (Nasdaq: SNPO), a smart home technology solutions and distribution company, since 2021; and on the supervisory board of ASM International NV (OTCMKTS: ASMIY), a Netherlands-based semiconductor wafer fabrication equipment company, since September 2021. Mr. Sanchez also serves on the Board of Trustees of the MITRE Corporation, a not-for-profit firm that manages federally funded research and development centers supporting several U.S. government agencies, since 2018. Mr. Sanchez previously served on the board of Quantum Corporation (Nasdaq: QMCO), a computer storage solutions company, from May 2017 to April 2019, and served as interim CEO from November 2017 to January 2018. From 2014 to 2015, Mr. Sanchez served as Senior Vice President of the Lenovo Group Limited (HK: 0992), an international technology company. Prior to that, he spent 32 years at IBM Corporation (NYSE: IBM), a global technology and innovation company, from 1982 to 2014, where he served in various capacities including sixteen years in senior executive and global general management roles.
|
| | ||||||||
| Primary Qualifications and Experience: | | | ||||||||
|
•
Industry
|
| |
•
International Business
|
| | |||||
|
•
Operations
|
| |
•
Technology/ Digital Media
|
| | |||||
|
•
ESG
|
| | ||||||||
| The Board benefits from Mr. Sanchez’s significant experience in corporate leadership and management, international business, technology and innovation, and his extensive semiconductor expertise. | | |
![[MISSING IMAGE: pc_diversity-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/pc_diversity-pn.jpg)
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
CORPORATE GOVERNANCE
|
|
![[MISSING IMAGE: tb_govern-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/tb_govern-pn.jpg)
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
Board Diversity Matrix (As of September 18, 2023)
|
| | ||||||||
| |
Board Size:
|
| | ||||||||
| |
Total Number of Directors
|
| | |
10
|
| | ||||
| |
Gender Identity:
|
| | |
Female
|
| | |
Male
|
| |
| |
Directors
|
| | |
3
|
| | |
7
|
| |
| |
Demographic Background
|
| | ||||||||
| |
African American or Black
|
| | |
2
|
| | |
1
|
| |
| |
Hispanic or Latinx
|
| | |
0
|
| | |
1
|
| |
| |
White
|
| | |
1*
|
| | |
5
|
| |
| |
LGBTQ+
|
| | |
1
|
| |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: fc_evaluation-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/fc_evaluation-pn.jpg)
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: tb_environ-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/tb_environ-pn.jpg)
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
The Board of Directors and its Committees
|
|
| | | |
Committees
|
| | | | | ||||||||||||||||
| | | |
A
|
| | |
C
|
| | |
CG
|
| | |
F
|
| | |
E
|
| | |
Independent
|
|
|
Rodney C. Adkins (Board Chair)
|
| | | | | | | | | |
•
|
| | | | | | |
Chair
|
| | |
![]() |
|
|
Carlo Bozotti
|
| |
Chair
|
| | | | | | | | | | |
•
|
| | |
•
|
| | |
![]() |
|
|
Brenda L. Freeman
|
| |
•
|
| | | | | | |
•
|
| | | | | | | | | | |
![]() |
|
|
Jo Ann Jenkins
|
| | | | | |
•
|
| | | | | | |
•
|
| | | | | | |
![]() |
|
|
Oleg Khaykin
|
| |
•
|
| | | | | | | | | | |
Chair
|
| | |
•
|
| | |
![]() |
|
|
James A. Lawrence
|
| | | | | |
Chair
|
| | | | | | |
•
|
| | |
•
|
| | |
![]() |
|
|
Ernest E. Maddock
|
| |
•
|
| | | | | | | | | | |
•
|
| | | | | | |
![]() |
|
|
Avid Modjtabai
|
| | | | | |
•
|
| | |
Chair
|
| | | | | | |
•
|
| | |
![]() |
|
|
Adalio T. Sanchez
|
| | | | | |
•
|
| | |
•
|
| | | | | | | | | | |
![]() |
|
E: Executive Committee F: Finance Committee
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
AUDIT COMMITTEE
|
| ||||
|
Members:
Carlo Bozotti (Chair) Brenda L. Freeman Oleg Khaykin Ernest E. Maddock
Meetings in fiscal 2023: 8
Audit Committee Financial Experts:
Carlo Bozotti (Chair) Oleg Khaykin Ernest E. Maddock |
| | |
Responsibilities
The Audit Committee is charged with:
•
Assisting and representing the Board in fulfilling its oversight responsibilities with respect to:
•
The integrity of the Company’s financial statements;
•
The independence, qualifications, and performance of the Company’s independent external auditors;
•
The performance of the Company’s internal audit function;
•
Compliance with legal and regulatory requirements; and
•
Internal ethics and compliance program, enterprise risk management, and cybersecurity.
•
Appointing, compensating, retaining and overseeing the independent registered public accounting firm.
•
Reviewing and approving transactions with any related person in which the Company is a participant and involves an amount equal to or exceeding $120,000 per year.
Please see the Audit Committee Report set forth elsewhere in this Proxy Statement for more information about the Audit Committee and its operations.
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE
|
| ||||
|
Members:
James A. Lawrence (Chair) Jo Ann Jenkins Avid Modjtabai Adalio T. Sanchez
Meetings in fiscal 2023: 4
|
| | |
Responsibilities
The Compensation and Leadership Development Committee is charged with:
•
Overseeing the Company’s overall compensation structure, policies, and programs.
•
Assisting the Board in fulfilling its responsibilities with respect to administering the Company’s long-term incentive plan.
•
Reviewing and approving compensation arrangements with executive officers.
•
Evaluating CEO performance and recommending CEO compensation to the Board.
•
Overseeing the Company’s policies and programs relating to talent, leadership, culture, diversity, equity and inclusion.
•
Overseeing Director compensation and recommending any changes to Director compensation to the Board.
The Compensation and Leadership Development Committee’s objective is to establish and administer a total compensation program that fairly and competitively rewards long-term performance and enhances shareholder value.
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
CORPORATE GOVERNANCE COMMITTEE
|
| ||||
|
Members:
Avid Modjtabai (Chair) Rodney C. Adkins Brenda L. Freeman Adalio T. Sanchez
Meetings in fiscal 2023: 4
|
| | |
Responsibilities
The Corporate Governance Committee is charged with:
•
Identifying, screening, and recommending appropriate candidates to serve as directors.
•
Periodically reviewing the Company’s succession plans, including CEO succession.
•
Overseeing the process for evaluating the Board, its committees, and management.
•
Making recommendations with respect to corporate governance issues affecting the Board and the Company.
•
Overseeing director orientation and continuing education programs.
•
Overseeing the Company’s ESG program and initiatives.
Please see “Corporate Governance — Director Nominations” for additional information on the Corporate Governance Committee.
|
|
|
FINANCE COMMITTEE
|
| ||||
|
Members:
Oleg Khaykin (Chair) Carlo Bozotti Jo Ann Jenkins James A. Lawrence Ernest E. Maddock
Meetings in fiscal 2023: 4
|
| | |
Responsibilities
The Finance Committee is charged with:
•
Assisting the Board with overseeing financial matters.
•
Reviewing and providing guidance to the Board and management about capital allocation, capital structure, mergers and acquisitions, financial strategies, capital markets, and share buybacks.
•
Approving secured borrowings, loans, and credit facilities, for amounts exceeding management’s delegated authority up to the committee’s delegated authority.
•
Approving real estate transactions for amounts exceeding management’s delegated authority.
•
Approving company guarantees and similar instruments for amounts exceeding management’s delegated authority.
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
EXECUTIVE COMMITTEE
|
| ||||
|
Members:
Rodney C. Adkins (Chair) Carlo Bozotti Oleg Khaykin James A. Lawrence Avid Modjtabai
Meetings in fiscal 2023: 0
|
| | |
Responsibilities
The Board established the Executive Committee to exercise the powers and authority of the Board during the intervals between Board meetings when the Chair of the Board determines that convening a special Board meeting is not warranted. The Executive Committee may exercise the powers and authority of the Board except those not permitted by law or the Company’s Bylaws. Therefore, the Executive Committee does not have the authority to:
•
Submit to shareholders any action that requires shareholders’ approval;
•
Fill vacancies in the Board or any committee;
•
Fix compensation for Directors serving on the Board or any committee;
•
Amend or repeal the Bylaws or adopt new bylaws; or
•
Amend or repeal any Board resolutions which, by its terms, are not amendable or repealable.
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
Director Compensation
|
|
|
Annual Compensation Components:
|
| |
In Effect
07-03-22 |
| |
Change Effective
01-01-23 |
|
| Cash Retainer(1) | | |
$100,000
|
| | | |
| Equity(2) | | |
$160,000
|
| |
$180,000
|
|
|
Total for FY23:
|
| | | |
$280,000
|
| |
|
% of Cash/Equity
|
| | | |
36/64
|
|
|
Additional Annual Amounts:(1)
|
| |
In Effect
07-03-22 |
| |
Change Effective
01-01-23 |
|
| Independent Chair Retainer | | |
$175,000
|
| |
$185,000
|
|
| Audit Committee Chair Retainer(3) | | |
$25,000
|
| |
|
|
| Audit Committee Retainer | | |
$7,500
|
| | | |
| Compensation and Leadership Development Committee Chair Retainer | | |
$20,000
|
| |
|
|
| Corporate Governance Committee Chair Retainer | | |
$15,000
|
| | | |
| Finance Committee Chair Retainer | | |
$15,000
|
| |
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards
($) |
| |
Total
($) |
| ||||||
| (a) | | | | | (b) | | | | | | (c) | | | |
(h)
|
|
| Rodney C. Adkins | | | | | 280,000 | | | | | | 180,000 | | | |
460,000
|
|
| Carlo Bozotti | | | | | 125,000 | | | | | | 180,000 | | | |
305,000
|
|
| Brenda L. Freeman | | | | | 107,500 | | | | | | 180,000 | | | |
287,500
|
|
| Jo Ann Jenkins | | | | | 100,000 | | | | | | 180,000 | | | |
280,000
|
|
| Oleg Khaykin | | | | | 122,500 | | | | | | 180,000 | | | |
302,500
|
|
| James A. Lawrence | | | | | 120,000 | | | | | | 180,000 | | | |
300,000
|
|
| Ernest E. Maddock | | | | | 107,500 | | | | | | 180,000 | | | |
287,500
|
|
| Avid Modjtabai | | | | | 115,000 | | | | | | 180,000 | | | |
295,000
|
|
| Adalio T. Sanchez | | | | | 100,000 | | | | | | 180,000 | | | |
280,000
|
|
| William H. Schumann, III(1) | | | | | 30,625 | | | | | | — | | | |
30,625
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
EXECUTIVE OFFICERS OF THE COMPANY
|
|
|
Name
|
| |
Age
|
| |
Office
|
|
| Philip R. Gallagher | | |
62
|
| | Chief Executive Officer and President, Electronic Components | |
| Kenneth A. Jacobson | | |
45
|
| | Chief Financial Officer | |
| Ken E. Arnold | | |
59
|
| | Senior Vice President and Chief People Officer | |
| Michael R. McCoy | | |
47
|
| | Senior Vice President, General Counsel and Chief Legal Officer | |
| Leng Jin (Max) Chan | | |
51
|
| | Senior Vice President and Chief Information Officer | |
| Elizabeth A. McMullen | | |
62
|
| | Senior Vice President, Operations | |
| Rebeca Obregon-Jimenez | | |
54
|
| | Senior Vice President, Strategic Business Engagements and Supplier Management | |
| |
![]() |
| | |
KENNETH A. JACOBSON
|
| |
| Kenneth A. Jacobson has served as Chief Financial Officer since September 6, 2022. Prior to that he had served as the Corporate Controller since 2013 and Principal Accounting Officer since February 2018. From August 2017 to January 2018, Mr. Jacobson served as the Interim Chief Financial Officer. Prior to joining the Company, Mr. Jacobson served as the Director of External Reporting and Accounting Research for First Solar Inc. from 2011 to 2013, where he led external reporting and provided accounting support for acquisitions and sales of solar power projects. Mr. Jacobson began his career in public accounting with PricewaterhouseCoopers (PwC) for ten years, where he worked with a variety of clients across various industries. | | |
| |
![]() |
| | |
KEN E. ARNOLD
|
| |
| Ken E. Arnold has served as Senior Vice President and Chief People Officer since February 2019. He previously served in various human resource leadership roles with the Company, including as Vice President, Human Resources from 2009 to February 2019 and Director, Human Resources — Talent Acquisition and HR Services from 2007 to 2009. | | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
![]() |
| | |
MICHAEL R. MCCOY
|
| |
|
Michael R. McCoy has served as Senior Vice President, General Counsel and Chief Legal Officer since April 2020. He joined the Company in 2010 and previously served as General Counsel, International from May 2019 to April 2020; Vice President, Assistant General Counsel, EMEA General Counsel from 2017 to 2019; and Secretary from 2013 to 2017. Prior to joining the Company, Mr. McCoy worked at two international law firms and at the U.S. Securities and Exchange Commission’s Division of Corporation Finance.
|
| |
| |
![]() |
| | |
LENG JIN (MAX) CHAN
|
| |
|
Max Chan has served as the Chief Information Officer since 2019 and as Senior Vice President since 2021. Since joining the Company in 2013, he has served in various roles including Vice President, Information Technology Global Supply Chain from 2016 to 2019 and Vice President of Information for Avnet Technology Solutions (a former business unit of the Company) in Asia from 2013 to 2016. Prior to joining the Company, Mr. Chan held several Information Technology leadership roles, including Chief Information Officer, Asia at VF Corporation (NYSE: VFC) from 2008 to 2010 and Vice President, IT Global Supply Chain, Building Efficiency at Johnson Controls International (NYSE: JCI) from 2001 to 2008 and 2010 to 2012.
|
| |
| |
![]() |
| | |
ELIZABETH A. MCMULLEN
|
| |
|
Elizabeth A. McMullen has served as the Senior Vice President, Operations since 2021. Since joining the Company in 2010, she has served in various leadership roles, including Global Vice President, Operations from 2020 to 2021; and Vice President, Global Business Operations from 2018 to 2020. Prior to joining the Company, Ms. McMullen held senior leadership positions at Deutsche Post DHL Group (OTCMKTS: DPSGY) and Arthur Andersen, LLP.
|
| |
| |
![]() |
| | |
Rebeca Obregon-Jimenez
|
| |
|
Rebeca Obregon-Jimenez has served as the Senior Vice President of Strategic Business Engagements and Supplier Management since December 2022. She has over 30 years of experience in the semiconductor industry and has built teams and businesses from inception to profitable worldwide market leaders. Prior to joining Avnet, she served in various roles at Amkor Technology, Inc. (NASDAQ: AMKR), including from January 2020 to December 2022 as Corporate Vice President of Advanced System in Package Business Unit; from December 2015 to January 2020 as Corporate Vice President of Sales, US East Region; from January 2015 to December 2015 as Senior Vice President of Strategic Program Management; and from August 2014 to December 2014 as Senior Vice President of Operations Finance. Prior to that she served in various leadership roles at Integrated Device Technology (NASDAQ: IDTI) from May 1999 to 2014 and Motorola, Semiconductor Products Sector from 1990 to 1999. She has also served since 2019 as Board Director at FormFactor (NASDAQ: FORM).
|
| |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
Security Ownership of Certain Beneficial Owners and Management
|
|
|
Name of Beneficial Owner
|
| |
Common
Stock(a) |
| |
Stock
Options Exercisable Within 60 Days |
| |
Total
Common Stock Beneficially Owned |
| |
Percent
of Class(b) |
| |||||||||
| 5% Holders | | | | | | | | | | | | | | | | | | | | | | |
|
BlackRock, Inc.(1)
50 Hudson Yards New York, NY 10001 |
| | | | 9,243,635 | | | | | | | | | |
9,243,635
|
| | |
|
10.1%
|
| |
|
Dimensional Fund Advisors LP(2)
6300 Bee Cave Road, Bldg One Austin, TX 78746 |
| | | | 5,934,049 | | | | | | | | | |
5,934,049
|
| | |
|
6.5%
|
| |
|
Pzena Investment Management LLC.(3)
320 Park Avenue, 8th Floor New York, NY 10022 |
| | | | 9,282,603 | | | | | | | | | |
9,282,603
|
| | |
|
10.1%
|
| |
|
The Vanguard Group(4)
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 10,224,425 | | | | | | | | | |
10,224,425
|
| | |
|
11.2%
|
| |
| Directors, Director Nominees and Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | |
| Rodney C. Adkins, Chair | | | | | 33,417(5) | | | | | | 0 | | | |
33,417
|
| | |
|
*
|
| |
| Carlo Bozotti, Director | | | | | 16,936 | | | | | | 0 | | | |
16,936
|
| | |
|
*
|
| |
| Brenda L. Freeman, Director | | | | | 22,868(6) | | | | | | 0 | | | |
22,868
|
| | |
|
*
|
| |
| Jo Ann Jenkins, Director | | | | | 21,994 | | | | | | 0 | | | |
21,994
|
| | |
|
*
|
| |
| Oleg Khaykin, Director | | | | | 44,752(7) | | | | | | 0 | | | |
44,752
|
| | |
|
*
|
| |
| James A. Lawrence, Director | | | | | 15,100 | | | | | | 0 | | | |
15,100
|
| | |
|
*
|
| |
| Ernest E. Maddock, Director | | | | | 9,656(8) | | | | | | 0 | | | |
9,656
|
| | | | | | |
| Avid Modjtabai, Director | | | | | 34,615 | | | | | | 0 | | | |
34,615
|
| | |
|
*
|
| |
| Adalio T. Sanchez, Director | | | | | 16,936 | | | | | | 0 | | | |
16,936
|
| | |
|
*
|
| |
|
Philip R. Gallagher, Chief Executive Officer, President, Electronic Components and Director
|
| | | | 335,478(9) | | | | | | 293,070 | | | |
628,548
|
| | |
|
*
|
| |
| Kenneth A. Jacobson, Chief Financial Officer | | | | | 66,021(10) | | | | | | 0 | | | |
66,021
|
| | |
|
*
|
| |
| Ken E. Arnold, SVP, Chief People Officer | | | | | 51,304(11) | | | | | | 52,654 | | | |
103,958
|
| | |
|
*
|
| |
| Michael R. McCoy, SVP, General Counsel | | | | | 57,460(12) | | | | | | 34,172 | | | |
91,632
|
| | |
|
*
|
| |
|
Rebeca Obregon-Jimenez, SVP Strategic Business Engagements and
Supplier Management |
| | | | 17,438(13) | | | | | | 0 | | | |
17,438
|
| | |
|
*
|
| |
| Thomas Liguori, Former Chief Financial Officer(14) | | | | | 36,552(14) | | | | | | 32,180 | | | |
68,732
|
| | |
|
*
|
| |
|
All Directors and named executive officers as a group
(15 persons)(15) |
| | | |
780,527 |
| | | | |
412,076 |
| | |
1,192,603 |
| | | |
1.3% |
| |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
DELINQUENT SECTION 16(a) REPORTS
|
|
|
RELATED PERSON TRANSACTIONS
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
|
|
| |
RECOMMENDATION OF THE BOARD
|
| | | | | | | | |||
| |
![]() |
| |
The Board recommends that shareholders vote FOR the advisory vote on the compensation of the Named Executive Officers as disclosed in this Proxy Statement.
|
| |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
Compensation Discussion and Analysis
|
|
| |
Table of Contents
|
| |
Page
|
| |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | |
|
NEOs
|
| |
Position
|
|
| Philip R. Gallagher | | |
Chief Executive Officer (“CEO”) and President, Electronic Components
|
|
| Kenneth A. Jacobson(1) | | | Chief Financial Officer (“CFO”) | |
| Ken E. Arnold | | | Senior Vice President, Chief People Officer | |
| Michael R. McCoy | | | Senior Vice President, General Counsel and Chief Legal Officer | |
| Rebeca Obregon-Jimenez(2) | | | Senior Vice President, Strategic Business Engagements and Supplier Management | |
| Thomas Liguori(3) | | | Former Chief Financial Officer | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| | | |
Fiscal 2022
|
| |
Fiscal 2023
|
| |
% Change
|
| ||||||
| | | |
$ in millions, except per share data
|
| ||||||||||||
| Sales | | | | $ | 24,310.7 | | | | | $ | 26,536.9 | | | |
9.2%
|
|
| Gross profit dollars | | | | $ | 2,965.4 | | | | | $ | 3,182.1 | | | |
7.3%
|
|
| Operating income | | | | $ | 939.0 | | | | | $ | 1,186.8 | | | |
26.4%
|
|
| Adjusted operating income | | | | $ | 985.6 | | | | | $ | 1,220.9 | | | |
23.9%
|
|
| Operating income margin | | | | | 3.86% | | | | | | 4.47% | | | |
61 bps
|
|
| Adjusted operating income margin | | | | | 4.05% | | | | | | 4.60% | | | |
55 bps
|
|
| Diluted earnings per share | | | | $ | 6.94 | | | | | $ | 8.26 | | | |
19.0%
|
|
| Adjusted diluted earnings per share | | | | $ | 6.93 | | | | | $ | 8.06 | | | |
16.4%
|
|
| Net working capital days | | | | | 68.98 | | | | | | 86.19 | | | |
25.0%
|
|
| Return on Working Capital | | | | | 20.65% | | | | | | 19.51% | | | |
(114) bps
|
|
![[MISSING IMAGE: fc_returned-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/fc_returned-pn.jpg)
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: fc_philosophy-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/fc_philosophy-pn.jpg)
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
FY23 Considerations for Benchmarking Peer Group Development:
|
| | |
FY23 Benchmarking Peer Group:
|
| |
| |
✓
A distribution, product, or related service company
✓
Revenues within range of Company revenues
✓
Market capitalization within range of Company market capitalization
✓
Global footprint
✓
Historical Company peer group
✓
Disclosed peer of a peer company
✓
Disclosed Company as a benchmarking peer
✓
In proxy advisors’ peer groups
|
| | |
Arrow Electronics, Inc.
Celestica Inc.
CDW Corporation
Flex Ltd.
Genuine Parts Company
Insight Enterprises, Inc.
Jabil, Inc.
Sanmina Corporation
Seagate Technology Holdings plc
TD SYNNEX Corporation
TE Connectivity Ltd.
W.W. Grainger, Inc.
WESCO International, Inc.
Western Digital Corporation
|
| |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| | | |
Fiscal 2022 ($ in billions)
|
| ||||||||||
| | | |
Revenue
|
| | |
Market Capitalization
|
| ||||||
| Peer Group Median | | | | $ | 17.9 | | | | | | $ | 9.3 | | |
| The Company | | | | $ | 24.3 | | | | | | $ | 3.9 | | |
|
Pay Component
|
| | |
Objectives
|
| |
Key Features
|
|
|
Base Salary
|
| | |
Attract and retain executive talent in a competitive marketplace.
|
| |
Reflects skills, contributions, and success over time in role.
Reviewed annually to ensure competitiveness and alignment with individual performance.
|
|
|
Annual Cash Incentives
|
| | |
Link variable compensation to short-term performance and strategic goals.
|
| |
Key financial measures used to assess performance and align executives’ interest with shareholders’ interests.
Payouts depend on meeting financial and non-financial performance goals.
|
|
|
Long-Term Equity Incentives
|
| | |
Align executives with shareholders by rewarding long-term shareholder value creation.
Reward stock price appreciation and tie executive wealth accumulation to long-term performance.
|
| |
Encourages retention through multi-year vesting (three to four years) and rewards share price appreciation.
Performance Share Units (PSUs) vest, if at all, at the end of a three-year period depending on meeting performance goals.
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
Pay Component
|
| | |
Brief Description
|
|
|
Retirement Benefits
|
| | |
•
Qualified cash balance plan (Pension Plan)
•
Qualified defined contribution plan (401(k) Plan)
•
Nonqualified retirement plans
|
|
|
Executive Benefits
|
| | |
Limited perquisites
|
|
|
Change of Control Agreements
|
| | |
Individual agreements providing enhanced severance for a qualifying termination following a change of control of the Company
|
|
|
Executive Severance Plan
|
| | |
Plan providing severance benefits for executives, except for those covered by their employment agreements
|
|
|
Employee Stock Purchase Plan
|
| | |
Qualified plan permitting Company stock purchases at a 5% discount, subject to plan limits
|
|
![[MISSING IMAGE: pc_targe-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/pc_targe-pn.jpg)
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| | What the Company Does: | | | |||
| |
![]() |
| |
Aligns Pay-for-Performance. Historically, a significant portion of total compensation depended on achieving short- and long-term financial and operational goals that were designed to increase shareholder value over time. As executives gain responsibility and seniority and exercise more direct influence over the Company’s financial and operational performance, typically base salary as a percentage of total compensation decreases and performance-based pay increases.
|
| |
| |
![]() |
| |
Focuses on Long-Term Incentive Compensation. The long-term incentive compensation program is designed to provide a meaningful portion of compensation with the goal of having executive officers think and behave like owners over the long term. Long-term incentives, in the form of equity awards, vest over periods ranging from three to four years depending on the award type.
|
| |
| |
![]() |
| |
Uses Multiple Metrics in Incentive Plans. The annual cash and long-term incentive programs employ multiple performance measures to assure focus is on the entire business. Further, long-term incentive programs include awards that vest over several different and overlapping periods to help ensure that performance during any one period is not maximized to the detriment of other periods.
|
| |
| |
![]() |
| |
Uses Award Caps. Annual cash incentives and PSUs are capped at 200% of target to discourage excessive risk-taking.
|
| |
| |
![]() |
| |
Maintains Clawback Policy. The Company’s Incentive-Based Compensation Recoupment Policy, also known as a clawback policy, requires the Company to recoup incentive-based compensation erroneously awarded due to a financial restatement and allows recoupment for employee misconduct.
|
| |
| |
![]() |
| |
Conducts Annual Compensation Risk Assessment. The Committee annually assesses the Company’s compensation programs and determines whether the Company’s policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.
|
| |
| |
![]() |
| |
Maintains Stock Ownership Guidelines. The Company has stock ownership guidelines for its executive officers and, as of July 1, 2023, each executive officer was in compliance.
|
| |
| |
![]() |
| |
Grants Stock Options at Fair Market Value. When the Company grants stock options, the options are granted with an exercise price at the fair market value of the Company’s Common Stock on the date of the grant.
|
| |
| |
![]() |
| |
Maintains Compensation Committee Independence. The Compensation Committee is made up entirely of Independent Directors.
|
| |
| |
![]() |
| |
Maintains Compensation Consultant Independence. The Compensation Consultant does not provide any services to management other than its services to the Committee, and the Committee annually assesses the independence of the Compensation Consultant.
|
| |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
What the Company Doesn’t Do:
|
| | |||
| |
![]() |
| |
Doesn’t Provide for Excise Tax Gross-Ups. The Company’s change of control agreements do not provide for excise tax reimbursements to any of the Company’s executive officers.
|
| |
| |
![]() |
| |
Doesn’t Pay Dividends or Dividend Equivalents on Equity Awards. Equity awards may provide for the accrual of dividends or dividends equivalents during the vesting period, which are paid solely to the extent the underlying equity awards vest. Dividends or dividend equivalents are not paid on unearned PSUs.
|
| |
| |
![]() |
| |
Doesn’t Permit Hedging or Pledging of Company Shares. The Company’s Insider Trading Policy prohibits Directors and executive officers from hedging the Company’s securities and prohibits them from pledging the Company’s securities without advance approval.
|
| |
| |
![]() |
| |
Doesn’t Provide Above-Market Returns. The Company does not offer preferential or above-market returns on deferred compensation.
|
| |
| |
![]() |
| |
Doesn’t Reprice Awards. Repricing of stock options and stock appreciation rights is prohibited without shareholder approval. The Company does not have a history of repricing equity awards.
|
| |
| |
![]() |
| |
Doesn’t Provide Excessive Severance Benefits or Perquisites. The Company provides only limited severance benefits and perquisites to executives.
|
| |
| |
![]() |
| |
Doesn’t Reimburse or Indemnify Against Recouped Incentive-Based Compensation. The Company does not reimburse executive officers for recouped incentive-based compensation or indemnify or insure executive officers in connection with recoupment of incentive-based compensation under its clawback policy.
|
| |
|
NEO
|
| |
2022 FY End
Annual Base Salary |
| |
2023 FY End
Annual Base Salary |
| |
% Change(1)
|
| ||||||
| Gallagher | | | | $ | 1,100,000 | | | | | $ | 1,150,000 | | | |
4.5%
|
|
| Jacobson(2) | | | | $ | 380,626 | | | | | $ | 500,000 | | | |
31.4%
|
|
| Arnold | | | | $ | 500,000 | | | | | $ | 525,000 | | | |
5.0%
|
|
| McCoy | | | | $ | 500,000 | | | | | $ | 550,000 | | | |
10.0%
|
|
| Obregon-Jimenez(3) | | | | | — | | | | | $ | 520,000 | | | |
—
|
|
| Liguori(4) | | | | $ | 585,000 | | | | | $ | 585,000 | | | |
0.0%
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
Metrics
|
| | |
Weighting
|
| | |
Financial Performance Metrics
|
| | |
Weighting
|
| | |
Target Performance Goal
|
| | ||||||
| |
Financial Performance
|
| | | | | 80% | | | | |
Adjusted Operating Income $ (OI$)
|
| | | | | 40% | | | | |
$1,000.5 M
|
| |
|
Return on Working Capital %
(ROWC) |
| | | | | 40% | | | | |
20.10%
|
| | ||||||||||||
| Relative Market Share | | | | | | 20% | | | | |
+50 bps
|
| | ||||||||||||
| | Non-Financial Performance | | | | | | 20% | | | | | Individual Goals | | | | | | 100% | | | | |
Individual contribution to the
Company’s Diversity and Employee Engagement goals |
| |
|
NEO
|
| |
FY 2022
|
| |
FY 2023
|
| |
% Change
|
| |
% Base Salary
|
| ||||||
| Gallagher | | | | $ | 1,650,000 | | | | | $ | 1,725,000 | | | |
4.5%
|
| |
150%
|
|
| Jacobson(1) | | | | $ | 170,626 | | | | | $ | 442,708 | | | |
159.5%
|
| |
100%
|
|
| Arnold | | | | $ | 350,000 | | | | | $ | 393,750 | | | |
12.5%
|
| |
75%
|
|
| McCoy | | | | $ | 350,000 | | | | | $ | 412,500 | | | |
17.9%
|
| |
75%
|
|
| Obregon-Jimenez(2) | | | | $ | — | | | | | $ | 195,000 | | | |
—
|
| |
75%
|
|
| Liguori(3) | | | | $ | 585,000 | | | | | $ | 438,750 | | | |
—
|
| |
100%
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
Fiscal 2023
Adjusted OI$ Goals 40% Weighting |
| | ||||||||||||
| | | | | |
% Attainment
|
| | |
Adjusted OI$
|
| | |
% Payout
|
| |
| | Maximum | | | |
133%
|
| | |
$1,334.2M
|
| | |
200%
|
| |
| | > Target | | | |
1% change = 1% change in attainment
|
| | |
$1,000.6M — $1,334.1M
|
| | |
3% increase in payout per 1% increase in attainment
|
| |
| | Target | | | |
100.0%
|
| | |
$1,000.5M
|
| | |
100.0%
|
| |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
Fiscal 2023
Adjusted OI$ Goals 40% Weighting |
| | ||||||||||||
| |
|
| | |
% Attainment
|
| | |
Adjusted OI$
|
| | |
% Payout
|
| |
| |
< Target
|
| | |
1% change = 1% change in attainment
|
| | |
$800.5M — $1,000.4M
|
| | |
3% decrease in payout per 1% decrease in attainment
|
| |
| |
Threshold
|
| | |
80.0%
|
| | |
$800.4M
|
| | |
40%
|
| |
| |
Fiscal 2023 ROWC Goals
40% Weighting |
| | ||||||||||||
| |
|
| | |
% Attainment
|
| | |
ROWC %
|
| | |
% Payout
|
| |
| |
Maximum
|
| | |
133%
|
| | |
26.80%
|
| | |
200%
|
| |
| |
> Target
|
| | |
1% change = 1% change in attainment
|
| | |
20.11% — 26.79%
|
| | |
3% increase in payout per 1% increase in attainment
|
| |
| |
Target
|
| | |
100.0%
|
| | |
20.10%
|
| | |
100.0%
|
| |
| |
< Target
|
| | |
1% change = 1% change in attainment
|
| | |
16.09% — 20.09%
|
| | |
3% decrease in payout per 1% decrease in attainment
|
| |
| |
Threshold
|
| | |
80.0%
|
| | |
16.08%
|
| | |
40%
|
| |
| |
Fiscal 2023
Relative Market Share Goals 20% Weighting |
| | ||||||||
| |
|
| | |
Market Share
Improvement/ (Decline) |
| | |
% Payout
|
| |
| |
Maximum
|
| | |
300 bps
|
| | |
200%
|
| |
| |
> Target
|
| | |
51-299 bps
|
| | |
0.40% increase in payout per increase in bps from target
|
| |
| |
Target
|
| | |
50 basis points
|
| | |
100.0%
|
| |
| |
< Target
|
| | |
(269)-49 bps
|
| | |
0.19% decrease in payout per decrease in bps from target
|
| |
| |
Threshold
|
| | |
(270) bps
|
| | |
40%
|
| |
|
Goal
|
| |
Weighting
|
| |
Target
|
| |
Actual
|
| |
% of Target Achieved
|
| |
Payout % of Target
|
| |||||||||
| Adjusted OI$(1) | | | | | 40% | | | |
$1,000.5M
|
| |
$1,281.1
|
| | | | 128.05% | | | | | | 184.14% | | |
| ROWC(1) | | | | | 40% | | | |
20.10%
|
| |
19.70%
|
| | | | 98.01% | | | | | | 94.03% | | |
| Relative Market Share | | | | | 20% | | | |
50 bps
|
| |
1,065 bps
|
| | | | NA | | | | | | 200% | | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
Non-Financial Goals
|
| | ||||||||||||||
| |
NEO
|
| | |
Achievement
|
| | |
Payout % of Target
|
| | ||||||
| | Gallagher | | | | | | 100% | | | | | | | 20% | | | |
| | Jacobson | | | | | | 100% | | | | | | | 20% | | | |
| | Arnold | | | | | | 100% | | | | | | | 20% | | | |
| | McCoy | | | | | | 100% | | | | | | | 20% | | | |
| | Obregon-Jimenez | | | | | | 100% | | | | | | | 20% | | | |
| | Liguori | | | | | | 100% | | | | | | | 20% | | | |
| | | |
FY23 Annual Cash Incentives Payouts
|
| |||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | |
Financial (80% Weight)
|
| | |
Non-Financial (20% Weight)
|
| | |
Total Incentive Payout
|
| |||||||||||||||||||||||||||
|
NEO
|
| |
Target $
|
| |
% of Target
Earned
|
| |
$ Actual
|
| | |
% of Target
Achieved |
| |
$ Actual
|
| | |
% of Target
|
| |
$ Actual
|
| |||||||||||||||||||||
| Gallagher | | | | $ | 1,725,000 | | | | | | 121.02% | | | | | $ | 2,087,526 | | | | | | | 100% | | | | | $ | 345,000 | | | | | | | 141.02% | | | | | $ | 2,432,526 | | |
| Jacobson(1) | | | | $ | 442,708 | | | | | | 121.02% | | | | | $ | 535,970 | | | | | | | 100% | | | | | $ | 82,143 | | | | | | | 139.62% | | | | | $ | 618,113 | | |
| Arnold | | | | $ | 393,750 | | | | | | 121.02% | | | | | $ | 476,501 | | | | | | | 100% | | | | | $ | 78,750 | | | | | | | 141.02% | | | | | $ | 555,251 | | |
| McCoy | | | | $ | 412,500 | | | | | | 121.02% | | | | | $ | 499,191 | | | | | | | 100% | | | | | $ | 82,500 | | | | | | | 141.02% | | | | | $ | 581,691 | | |
| Obregon-Jimenez(2) | | | | $ | 195,000 | | | | | | 121.02% | | | | | $ | 235,982 | | | | | | | 100% | | | | | $ | 39,000 | | | | | | | 141.02% | | | | | $ | 274,982 | | |
| Liguori(3) | | | | $ | 438,750 | | | | | | 121.02% | | | | | $ | 530,958 | | | | | | | 100% | | | | | $ | 87,750 | | | | | | | 141.02% | | | | | $ | 618,708 | | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| |
Equity Vehicles
|
| | |
% of Target Value of
LTIP Award |
| | |
Metrics
|
| | |
Weight
|
| | ||||||
| | RSUs | | | | | | 50% | | | | |
Time-based Vesting
|
| | | | | 100% | | | |
| |
PSUs
|
| | | | | 50% | | | | |
ROIC > WACC
|
| | | | | 50% | | | |
|
Relative EPS Growth
|
| | | | | 50% | | | | ||||||||||||
|
Relative TSR Modifier
|
| | |
-10% to +10%
|
| |
| | | | | | | | | | | | | | | |
Target Value
of LTIP |
| |
Total Value
% Change |
| ||||||
|
NEO
|
| |
RSUs (#)
|
| |
PSUs (#)
|
| |
Incentive ($)
|
| |
from FY22
|
| ||||||||||||
| Gallagher | | | | | 73,864 | | | | | | 73,864 | | | | | $ | 6,500,000 | | | | | | 30.0% | | |
| Jacobson(1) | | | | | 14,204 | | | | | | 14,205 | | | | | $ | 1,250,000 | | | | | | 160.4% | | |
| Arnold | | | | | 10,796 | | | | | | 10,795 | | | | | $ | 950,000 | | | | | | 18.8% | | |
| McCoy | | | | | 11,932 | | | | | | 11,932 | | | | | $ | 1,050,000 | | | | | | 27.3% | | |
| Obregon-Jimenez(2) | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | |
| Liguori(3) | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
ROIC > WACC
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||
| Performance Achievement | | | | | >=0% | | | | | | 1.5% | | | | | | >=3.0% | | |
| Payout Percentage | | | | | 50% | | | | | | 100% | | | | | | 200% | | |
|
Relative Adjusted EPS Growth
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||
| Performance Achievement | | |
Next to Last
|
| |
Median
|
| |
First
|
| |||||||||
| Payout Percentage | | | | | 25% | | | | | | 100% | | | | | | 200% | | |
|
rTSR
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
|
| Performance Achievement | | |
13th
|
| |
8th
|
| |
4th
|
|
| Modifier | | |
0.9
|
| |
1.0
|
| |
1.1
|
|
|
Goal*
|
| |
Target
|
| |
Actual
|
| |
Payout
|
| |
Weight
|
| |
Weighted
Payout |
|
| ROIC>WACC | | |
1.5%
|
| |
4.66%
|
| |
200.00%
|
| |
50.00%
|
| |
100.00%
|
|
| Adjusted EPS Growth | | |
8th
|
| |
7th
|
| |
114.29%
|
| |
50.00%
|
| |
57.14%
|
|
| rTSR Modifier | | |
8th
|
| |
12th
|
| | | | | | | |
0.92x
|
|
| Total Earned | | | | | | | | | | | | | | |
144.57%
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
NEO(1)
|
| |
Target PSUS
|
| |
PSUs (#) Earned
|
| ||||||
| Gallagher | | | | | 24,621 | | | | | | 35,594 | | |
| Jacobson | | | | | 4,735 | | | | | | 6,845 | | |
| Arnold | | | | | 3,598 | | | | | | 5,201 | | |
| McCoy | | | | | 3,977 | | | | | | 5,750 | | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| CEO | | | 5x base salary | |
| CFO and General Counsel | | | 3x base salary | |
| Other Officers | | | 1x base salary | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE REPORT
|
|
Jo Ann Jenkins
Avid Modjtabai
Adalio T. Sanchez
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
COMPENSATION OF EXECUTIVE OFFICERS
|
|
|
Name and Principal Position
(a) |
| |
Year
(b) |
| |
Salary
($) (c) |
| |
Bonus
($)(1) (d) |
| |
Stock
Awards ($)(2) (e) |
| |
Option
Awards ($)(3) (f) |
| |
Non-Equity
Incentive Plan Compensation ($) (g) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) (h) |
| |
All Other
Compensation ($)(5) (i) |
| |
Total
($) (j) |
|
| Philip R. Gallagher | | |
2023
|
| |
1,150,000
|
| | | | |
6,078,268
|
| |
—
|
| |
2,432,526
|
| |
27,780
|
| |
28,253
|
| |
9,716,827
|
|
| Chief Executive Officer | | |
2022
|
| |
1,100,000
|
| | | | |
2,380,763
|
| |
1,835,681
|
| |
2,769,360
|
| |
17,711
|
| |
26,385
|
| |
8,129,900
|
|
| | | |
2021
|
| |
958,962
|
| | | | |
1,654,457
|
| |
1,203,602
|
| |
2,287,811
|
| |
23,145
|
| |
24,010
|
| |
6,151,987
|
|
| Kenneth Jacobson | | |
2023
|
| |
482,081
|
| |
|
| |
1,168,888
|
| |
|
| |
618,113
|
| |
16,493
|
| |
26,474
|
| |
2,312,049
|
|
| Chief Financial Officer | | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| Ken E. Arnold | | |
2023
|
| |
525,000
|
| | | | |
888,362
|
| |
—
|
| |
555,251
|
| |
77,903
|
| |
19,863
|
| |
2,066,379
|
|
| Chief People Officer | | |
2022
|
| |
500,000
|
| | | | |
380,922
|
| |
293,706
|
| |
587,440
|
| |
34,433
|
| |
18,053
|
| |
1,814,554
|
|
| | | |
2021
|
| |
389,246
|
| | | | |
295,680
|
| |
216,410
|
| |
440,470
|
| |
42.850
|
| |
17,725
|
| |
1,402,381
|
|
| Michael R. McCoy | | |
2023
|
| |
550,000
|
| |
|
| |
981,885
|
| |
—
|
| |
581,691
|
| |
31,956
|
| |
187,613
|
| |
2,333,145
|
|
| General Counsel and | | |
2022
|
| |
500,000
|
| |
|
| |
392,845
|
| |
302,891
|
| |
587,440
|
| |
19,483
|
| |
202,270
|
| |
2,004,929
|
|
| Chief Legal Officer | | |
2021
|
| |
437,736
|
| |
|
| |
319,407
|
| |
233,720
|
| |
437,230
|
| |
27,585
|
| |
106,153
|
| |
1,561,831
|
|
| Rebeca Obregon-Jimenez(6) | | |
2023
|
| |
262,000
|
| |
649,375
|
| |
524,332
|
| |
—
|
| |
274,982
|
| |
—
|
| |
10,140
|
| |
1,720,829
|
|
| SVP, Strategic Business | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Engagements and | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Supplier Management | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Thomas Liguori(7)
|
| |
2023
|
| |
438,750
|
| |
|
| |
—
|
| |
—
|
| |
618,708
|
| |
128,718
|
| |
22,327
|
| |
1,208,503
|
|
|
Former Chief Financial Officer
|
| |
2022
|
| |
585,000
|
| |
|
| |
761,844
|
| |
587,412
|
| |
981,864
|
| |
111,328
|
| |
22,141
|
| |
3,049,589
|
|
| | | |
2021
|
| |
530,000
|
| |
|
| |
709,655
|
| |
519,347
|
| |
858,865
|
| |
67,297
|
| |
24,608
|
| |
2,709,772
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
Plan Category
|
| |
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
| |
Weighted-
Average Exercise Price of Outstanding Options, Warrants and Rights |
| |
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans |
| |||||||||
| Equity compensation plans approved by shareholders | | | | | 2,535,355(1) | | | | | $ | 37.43(2) | | | | | | 4,587,936(3) | | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(#)(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(2)(i) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#)(2)(j) |
| |
Exercise or
Base Price of Option Awards ($/Sh) (k) |
| |
Grant Date
Fair Value of Stock and Options Awards (l) |
| ||||||||||||
|
Name (a)
|
| |
Grant
Date (b) |
| |
Threshold
($) (c) |
| |
Target
($) (d) |
| |
Maximum
($) (e) |
| |
Threshold
(#) (f) |
| |
Target
(#) (g) |
| |
Maximum
(#) (h) |
| ||||||||||||
| Philip R. Gallagher | | |
8/30/2022
|
| |
552,000
|
| |
1,725,000
|
| |
3,450,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
8/30/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
73,864
|
| |
—
|
| |
—
|
| |
3,080,867
|
|
| | | |
8/30/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
24,929
|
| |
73,864
|
| |
147,728
|
| |
—
|
| |
—
|
| |
—
|
| |
2,997,401
|
|
| Kenneth Jacobson | | |
8/30/2022
|
| |
150,624
|
| |
442,708
|
| |
885,416
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
8/30/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
14,204
|
| |
—
|
| |
—
|
| |
592,449
|
|
| | | |
8/30/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
4,794
|
| |
14,205
|
| |
28,410
|
| |
—
|
| |
—
|
| |
—
|
| |
576,439
|
|
| Ken E. Arnold | | |
8/30/2022
|
| |
126,000
|
| |
393,750
|
| |
787,500
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
8/30/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
10,796
|
| |
—
|
| |
—
|
| |
450,301
|
|
| | | |
8/30/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
3,643
|
| |
10,795
|
| |
21,590
|
| |
—
|
| |
—
|
| |
—
|
| |
438,061
|
|
| Michael R. McCoy | | |
8/30/2022
|
| |
132,000
|
| |
412,500
|
| |
825,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
8/30/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
11,932
|
| |
—
|
| |
—
|
| |
497,684
|
|
| | | |
8/30/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
4,027
|
| |
11,932
|
| |
23,864
|
| |
—
|
| |
—
|
| |
—
|
| |
484,201
|
|
| Rebeca Obregon-Jimenez(3) | | |
12/30/2022
|
| |
62,400
|
| |
195,000
|
| |
390,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
12/30/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
13,224
|
| |
—
|
| |
—
|
| |
524,332
|
|
| | | |
12/30/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| Thomas Liguori | | |
8/30/2022
|
| |
140,400
|
| |
438,750
|
| |
877,500
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
8/30/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
8/30/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Type of Awards Made in Fiscal 2023
|
| |
Vesting Schedule
|
|
| Restricted Stock Units (RSUs) | | |
25% each on the first business day in January of 2023
through 2026.
|
|
| Performance Share Units (PSUs) | | | Vests, to the extent earned under all three tranches if at all, at the end of fiscal 2025, June 28, 2025. The one-fiscal-year performance period for each tranche over the three-year period is measured on a discrete basis as further explained in the CD&A. | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||
|
Name (a)
|
| |
Option
Grant Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable (b) |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable (c) |
| |
Option
Exercise Price ($) (e) |
| |
Option
Expiration Date (f) |
| |
Stock
Award Grant Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (RSUs) (#) (g) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($) (h) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (PSUs) (#) (i) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) |
|
| Philip R. Gallagher | | |
8/07/2014
|
| |
19,532
|
| |
—
|
| |
40.88
|
| |
8/06/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
8/10/2017
|
| |
25,068
|
| |
—
|
| |
36.80
|
| |
8/09/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
8/28/2018
|
| |
23,920
|
| |
—
|
| |
48.62
|
| |
8/27/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
8/14/2019
|
| |
23,925
|
| |
7,975
|
| |
39.72
|
| |
8/13/2029
|
| |
11/17/2020
|
| |
14,891
|
| |
751,251
|
| |
—
|
| |
—
|
|
| | | |
11/17/2020
|
| |
95,524
|
| |
95,524
|
| |
29.38
|
| |
11/16/2030
|
| |
8/23/2021
|
| |
31,550
|
| |
1,591,698
|
| |
—
|
| |
—
|
|
| | | |
8/23/2021
|
| |
48,563
|
| |
145,689
|
| |
39.62
|
| |
8/22/2031
|
| |
8/30/2022
|
| |
55,398
|
| |
2,794,829
|
| |
84,837
|
| |
4,280,027
|
|
| Kenneth Jacobson | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8/19/2020
|
| |
3,639
|
| |
183,588
|
| |
—
|
| |
—
|
|
| | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8/23/2021
|
| |
6,058
|
| |
305,626
|
| |
—
|
| |
—
|
|
| | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8/30/2022
|
| |
10,653
|
| |
537,444
|
| |
16,315
|
| |
823,092
|
|
| Ken E. Arnold | | |
2/18/2019
|
| |
7,908
|
| |
—
|
| |
44.12
|
| |
2/17/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
8/14/2019
|
| |
9,303
|
| |
3,101
|
| |
39.72
|
| |
8/13/2029
|
| |
11/16/2020
|
| |
2,617
|
| |
132,028
|
| |
—
|
| |
—
|
|
| | | |
11/16/2020
|
| |
16,802
|
| |
16,802
|
| |
29.85
|
| |
11/15/2030
|
| |
8/23/2021
|
| |
5,048
|
| |
254,672
|
| |
—
|
| |
—
|
|
| | | |
8/23/2021
|
| |
7,770
|
| |
23,310
|
| |
39.62
|
| |
8/22/2031
|
| |
8/30/2022
|
| |
8,097
|
| |
408,494
|
| |
12,398
|
| |
625,479
|
|
| Michael R. McCoy | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4/01/2020
|
| |
1,014
|
| |
51,156
|
| |
—
|
| |
—
|
|
| | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
11/16/2020
|
| |
2,827
|
| |
142,622
|
| |
—
|
| |
—
|
|
| | | |
11/16/2020
|
| |
18,146
|
| |
18,146
|
| |
29.85
|
| |
11/15/2030
|
| |
8/23/2021
|
| |
5,206
|
| |
262,643
|
| |
—
|
| |
—
|
|
| | | |
8/23/2021
|
| |
8,013
|
| |
24,039
|
| |
39.62
|
| |
8/22/2031
|
| |
8/30/2022
|
| |
8,949
|
| |
451,477
|
| |
13,705
|
| |
691,417
|
|
| Rebeca Obregon-Jimenez | | |
12/30/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
12/30/2022
|
| |
9,918
|
| |
500,363
|
| |
—
|
| |
—
|
|
| Thomas Liguori | | |
1/29/2018
|
| |
10,032
|
| |
—
|
| |
43.47
|
| |
03/31/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
8/28/2018
|
| |
22,148
|
| |
—
|
| |
48.62
|
| |
03/31/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
8/14/2019
|
| |
—
|
| |
8,861
|
| |
39.72
|
| |
03/31/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | |
11/16/2020
|
| |
—
|
| |
40,322
|
| |
29.85
|
| |
03/31/2028
|
| |
11/16/2020
|
| |
6,281
|
| |
316,876
|
| |
—
|
| |
—
|
|
| | | |
8/23/2021
|
| |
—
|
| |
46,620
|
| |
39.62
|
| |
03/31/2028
|
| |
8/23/2021
|
| |
10,096
|
| |
509,343
|
| |
—
|
| |
—
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
(a) |
| |
Number of
Shares Acquired on Exercise (#) (b) |
| |
Value
Realized on Exercise ($) (c) |
| |
Number of
Shares Acquired on Vesting (#) (d) |
| |
Value
Realized on Vesting ($) (e) |
| ||||||||||||
| Philip R. Gallagher | | | | | 32,740 | | | | | | 75,747 | | | | | | 51,256 | | | | | | 2,128,662 | | |
| Kenneth Jacobson | | | | | — | | | | | | — | | | | | | 12,737 | | | | | | 528,968 | | |
| Ken E. Arnold | | | | | — | | | | | | — | | | | | | 9,232 | | | | | | 383,405 | | |
| Michael R. McCoy | | | | | — | | | | | | — | | | | | | 10,812 | | | | | | 449,022 | | |
| Rebeca Obregon-Jimenez | | | | | — | | | | | | — | | | | | | 3,306 | | | | | | 137,298 | | |
| Thomas Liguori | | | | | 82,445 | | | | | | 1,050,163 | | | | | | 13,689 | | | | | | 568,504 | | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
Name
(a) |
| |
Plan Name
(b) |
| |
Number of
Years Credited Service (#)(1) (c) |
| |
Present
Value of Accumulated Benefit ($)(d) |
| |
Payments
During Last Fiscal Year ($) (e) |
|
| Philip R. Gallagher | | | Pension Plan | | |
38.6
|
| |
149,022
|
| |
—
|
|
| | | |
Nonqualified Retirement Plans(2)
|
| |
39.6
|
| |
—
|
| |
2,500,900
|
|
| Kenneth Jacobson | | | Pension Plan | | |
8.5
|
| |
99,578
|
| |
—
|
|
| | | | Restoration Plan | | |
8.5
|
| |
69,249
|
| |
—
|
|
| Ken E. Arnold | | | Pension Plan | | |
24.5
|
| |
380,082
|
| |
—
|
|
| | | | Restoration Plan | | |
6.5
|
| |
110,688
|
| |
—
|
|
| Michael R. McCoy | | | Pension Plan | | |
11.5
|
| |
155,241
|
| |
—
|
|
| | | | Restoration Plan | | |
8.5
|
| |
75,882
|
| |
—
|
|
| Thomas Liguori | | | Pension Plan | | |
4.0
|
| |
107,552
|
| |
—
|
|
| | | | Restoration Plan | | |
4.0
|
| |
273,809
|
| |
—
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| | | |
Death ($)
|
| |
Disability
($) |
| |
Company
Termination w/o Cause ($) |
| |
Change of
Control ($) |
| |
Retirement
($) |
|
| Philip R. Gallagher | | | | | | | | | | | | | | | | |
|
Severance(1)
|
| |
—
|
| |
—
|
| |
2,875,000
|
| |
8,596,250
|
| |
—
|
|
|
Settlement of previously vested stock options
|
| |
3,368,216
|
| |
3,368,216
|
| |
3,368,216
|
| |
3,368,216
|
| |
3,368,216
|
|
|
Settlement of unvested stock options(4)
|
| |
—
|
| |
3,676,074
|
| |
3,676,074
|
| |
3,676,074
|
| |
3,676,074
|
|
|
Settlement of RSUs(2)(4)
|
| |
5,137,778
|
| |
2,342,949
|
| |
2,342,949
|
| |
5,137,778
|
| |
2,342,949
|
|
|
Settlement of PSUs(3)
|
| |
1,426,676
|
| |
—
|
| |
—
|
| |
4,280,027
|
| |
—
|
|
|
Welfare benefits
|
| |
—
|
| |
—
|
| |
—
|
| |
79,063
|
| |
—
|
|
|
Life insurance benefit
|
| |
500,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Pension
|
| |
153,942
|
| |
153,942
|
| |
153,942
|
| |
153,942
|
| |
153,942
|
|
|
Nonqualified retirement plans(5)
|
| |
7,165,052
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| | | |
Death ($)
|
| |
Disability
($) |
| |
Company
Termination w/o Cause ($) |
| |
Change of
Control ($) |
| |
Retirement
($) |
|
| Kenneth Jacobson | | |
|
| |
|
| |
|
| |
|
| |
|
|
|
Severance(1)
|
| |
—
|
| |
—
|
| |
1,000,000
|
| |
2,990,000
|
| |
—
|
|
|
Settlement of previously vested stock options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Settlement of unvested stock options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Settlement of RSUs(2)
|
| |
1,026,658
|
| |
—
|
| |
—
|
| |
1,026,658
|
| |
—
|
|
|
Settlement of PSUs(3)
|
| |
274,364
|
| |
274,364
|
| |
—
|
| |
823,092
|
| |
—
|
|
|
Welfare benefits
|
| |
—
|
| |
—
|
| |
—
|
| |
88,765
|
| |
—
|
|
|
Life insurance benefit
|
| |
500,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Pension
|
| |
128,568
|
| |
128,568
|
| |
128,568
|
| |
128,568
|
| |
128,568
|
|
|
Restoration Plan
|
| |
89,409
|
| |
89,409
|
| |
89,409
|
| |
89,409
|
| |
89,409
|
|
| Ken E. Arnold | | | | | | | | | | | | | | | | |
|
Severance(1)
|
| |
—
|
| |
—
|
| |
918,750
|
| |
2,747,063
|
| |
—
|
|
|
Settlement of previously vested stock options
|
| |
580,149
|
| |
580,149
|
| |
580,149
|
| |
580,149
|
| |
580,149
|
|
|
Settlement of unvested stock options(4)
|
| |
—
|
| |
631,842
|
| |
631,842
|
| |
631,842
|
| |
631,842
|
|
|
Settlement of RSUs(2)(4)
|
| |
795,194
|
| |
386,700
|
| |
386,700
|
| |
795,194
|
| |
386,700
|
|
|
Settlement of PSUs(3)
|
| |
208,493
|
| |
—
|
| |
—
|
| |
625,479
|
| |
—
|
|
|
Welfare benefits
|
| |
—
|
| |
—
|
| |
—
|
| |
76,834
|
| |
—
|
|
|
Life insurance benefit
|
| |
500,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Pension
|
| |
407,353
|
| |
407,353
|
| |
407,353
|
| |
407,353
|
| |
407,353
|
|
|
Restoration Plan
|
| |
118,630
|
| |
118,630
|
| |
118,630
|
| |
118,630
|
| |
118,630
|
|
| Michael R. McCoy | | |
|
| |
|
| |
|
| |
|
| |
|
|
|
Severance(1)
|
| |
—
|
| |
—
|
| |
962,500
|
| |
2,877,875
|
| |
—
|
|
|
Settlement of previously vested stock options
|
| |
460,589
|
| |
460,589
|
| |
460,589
|
| |
460,589
|
| |
460,589
|
|
|
Settlement of unvested stock options
|
| |
—
|
| |
—
|
| |
—
|
| |
634,150
|
| |
—
|
|
|
Settlement of RSUs(2)
|
| |
907,898
|
| |
—
|
| |
—
|
| |
907,898
|
| |
—
|
|
|
Settlement of PSUs(3)
|
| |
230,472
|
| |
230,472
|
| |
—
|
| |
691,417
|
| |
—
|
|
|
Welfare benefits
|
| |
—
|
| |
—
|
| |
—
|
| |
95,088
|
| |
—
|
|
|
Life insurance benefit
|
| |
500,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Pension
|
| |
195,083
|
| |
195,083
|
| |
195,083
|
| |
195,083
|
| |
195,083
|
|
|
Restoration Plan
|
| |
95,356
|
| |
95,356
|
| |
95,356
|
| |
95,356
|
| |
95,356
|
|
| Rebeca Obregon-Jimenez | | | | | | | | | | | | | | | | |
|
Severance(1)
|
| |
—
|
| |
—
|
| |
910,000
|
| |
—
|
| |
—
|
|
|
Settlement of previously vested stock options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Settlement of unvested stock options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Settlement of RSUs(2)
|
| |
500,363
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Settlement of PSUs
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Welfare benefits
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Life insurance benefit
|
| |
500,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Pension
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Restoration Plan
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| | | |
Death ($)
|
| |
Disability
($) |
| |
Company
Termination w/o Cause ($) |
| |
Change of
Control ($) |
| |
Retirement
($) |
|
|
Thomas Liguori
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Severance
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Settlement of previously vested stock options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
110,554
|
|
|
Settlement of unvested stock(4) options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,430,607
|
|
|
Settlement of RSUs(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
826,219
|
|
|
Settlement of PSUs
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Welfare benefits
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Life insurance benefit
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Pension
|
| |
107,552
|
| |
107,552
|
| |
107,552
|
| |
107,552
|
| |
107,552
|
|
|
Restoration Plan
|
| |
273,809
|
| |
273,809
|
| |
273,809
|
| |
273,809
|
| |
273,809
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
CEO Pay Ratio
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
PAY VERSUS PERFORMANCE
|
|
| Fiscal Year | | | Summary Comp. Table Total For PEO(1) | | | CAP to PEO(1)(2) | | | Summary Comp. Table Total For Former PEO(3) | | | CAP to Former PEO(3)(4) | | | Avg. Summary Comp. Table Total For non-PEO NEOs(5) | | | Avg. CAP to non-PEO NEOs(5)(6) | | | Value of Initial Fixed $100 Investment Based on: | | | Net Income (Millions)(9) | | | (Millions)(10) | | |||||||||||||||||||||||||||||||||
| Company TSR(7) | | | Peer Group TSR(7)(8) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | $ | | | | | $ | | | | | | — | | | | | | — | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| 2022 | | | | $ | | | | | $ | | | | | | — | | | | | | — | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| 2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| Year | | | 2021 | | | 2022 | | | 2023 | | |||||||||
| SCT Total Compensation | | | | $ | | | | | $ | | | | | $ | | | |||
| Minus: Grant-date fair value of awards reported in the SCT | | | | $ | | | | | $ | | | | | $ | | | |||
| Plus: Vesting-date fair value of awards granted and vested in the covered year | | | | $ | | | | | $ | | | | | $ | | | |||
| Plus: Year-end fair value of awards granted but remain unvested in the covered year | | | | $ | | | | | $ | | | | | $ | | | |||
| Plus: Change in fair value of awards granted in prior year(s) that vested in the covered year | | | | $ | | | | | $ | | | | | $ | | | |||
| Plus: Change in fair value of awards granted in prior year(s) that remain unvested in covered year | | | | $ | | | | | $ | | | | | $ | | | |||
| Minus: Fair value of awards forfeited during the covered year | | | | | — | | | | | | — | | | | | | — | | |
| Minus: Aggregate change in actuarial present value of accumulated benefit under pension plans | | | | $ | | | | | $ | | | | | $ | | | |||
| Plus: Aggregate service costs and prior service costs for pension plans | | | | $ | | | | | $ | | | | | $ | | | |||
| Compensation Actually Paid (CAP) | | | | $ | | | | | $ | | | | | $ | | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| Year | | | 2021 | | |||
| SCT Total Compensation | | | | $ | | | |
| Minus: Fair value of awards forfeited during the covered year | | | | $ | | | |
| Minus: Aggregate change in actuarial present value of accumulated benefit under pension plans | | | | $ | | | |
| Plus: Aggregate service costs and prior service costs for pension plans | | | | $ | | | |
| Compensation Actually Paid (CAP) | | | | $ | | |
Year | 2021 | 2022 | 2023 | |||||||||||||||||
Minus: Average grant-date fair value of awards reported in the SCT | ||||||||||||||||||||
Plus: Average vesting-date fair value of awards granted and vested in the covered year | ||||||||||||||||||||
Plus: Average year-end fair value of awards granted but remain unvested in the covered year | ||||||||||||||||||||
Plus: Average change in fair value of awards granted in prior year(s) that vested in the covered year | ||||||||||||||||||||
Plus: Average change in fair value of awards granted in prior year(s) that remain unvested | ||||||||||||||||||||
Minus: Average fair value of awards forfeited during the covered year | ||||||||||||||||||||
Minus: Average aggregate change in actuarial present value of accumulated benefit under pension plans | ||||||||||||||||||||
Plus: Average aggregate service costs and prior service costs for pension plans | ||||||||||||||||||||
| |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
| FY23 Most Important Financial Performance Measures (Unranked) | |
| | |
| | |
| | |
| | |
| | |
| | |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE COMPENSATION
|
|
| |
RECOMMENDATION OF THE BOARD
|
| | | | | | | | |||
| |
![]() |
| |
The Board recommends that shareholders vote to hold future advisory votes on the compensation of named executives every ONE YEAR.
|
| |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm
|
|
| |
RECOMMENDATION OF THE BOARD
|
| | | | | | | | |||
| |
![]() |
| |
The Board recommends that shareholders vote FOR the ratification of KPMG LLP as the Company’s independent registered public accounting firm for Fiscal 2024.
|
| |
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
PRINCIPAL ACCOUNTING FIRM FEES
|
|
| | | |
Fiscal 2022
|
| |
Fiscal 2023
|
|
| Audit Fees | | |
$ 6,146,000
|
| |
$ 6,359,000
|
|
| Audit-Related Fees | | |
32,000
|
| |
261,000
|
|
| Tax Fees | | |
231,000
|
| |
235,000
|
|
| TOTAL | | |
$6,409,000
|
| |
$6,855,000
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
AUDIT COMMITTEE REPORT
|
|
Oleg Khaykin
Ernest E. Maddock
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
Shareholder Proposals and Nominations
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
DELIVERY OF DOCUMENTS TO SHAREHOLDERS WITH SAME LAST NAME AND ADDRESS
|
|
|
General
|
|
OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET.
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
|
APPENDIX A
|
|
| | | |
Fiscal Year 2023
|
| ||||||||||||
| | | |
Operating
Income |
| |
Net
Income |
| |
Diluted
Earnings Per Share |
| ||||||
| | | |
(thousands except per share data)
|
| ||||||||||||
| GAAP results | | | | $ | 1,186,800 | | | | | $ | 770,828 | | | |
$8.26
|
|
| Restructuring, integration and other expenses | | | | | 28,038 | | | | | | 22,031 | | | |
0.24
|
|
| Amortization of intangible assets and other | | | | | 6,053 | | | | | | 4,693 | | | |
0.05
|
|
| Gain on legal settlements and other | | | | | — | | | | | | (28,325) | | | |
(0.31)
|
|
| Income tax adjustments | | | | | — | | | | | | (16,453) | | | |
(0.18)
|
|
| Total adjustments | | | | | 34,091 | | | | | | (18,054) | | | |
(0.20)
|
|
| Adjusted non-GAAP results | | | | $ | 1,220,891 | | | | | $ | 752,774 | | | |
$8.06
|
|
| | | |
Fiscal Year 2022
|
| ||||||||||||
| | | |
Operating
Income |
| |
Net
Income |
| |
Diluted
Earnings Per Share |
| ||||||
| | | |
(thousands except per share data)
|
| ||||||||||||
| GAAP results | | | | $ | 939,011 | | | | | $ | 692,379 | | | |
$ 6.94
|
|
|
Restructuring, integration and other expenses
|
| | | | 5,272 | | | | | | 4,260 | | | |
0.04
|
|
|
Amortization of intangible assets and other
|
| | | | 15,038 | | | | | | 11,958 | | | |
0.12
|
|
|
Russia-Ukraine conflict related expenses
|
| | | | 26,261 | | | | | | 19,425 | | | |
0.19
|
|
|
Other special charge expenses
|
| | | | — | | | | | | 3,843 | | | |
0.04
|
|
|
Income tax adjustments
|
| | | | — | | | | | | (40,376) | | | |
(0.40)
|
|
| Total adjustments | | | | | 46,571 | | | | | | (890) | | | |
(0.01)
|
|
| Adjusted non-GAAP results | | | | $ | 985,582 | | | | | $ | 691,489 | | | |
$6.93
|
|
| | | |
Fiscal Year 2021
|
| ||||||||||||
| | | |
Operating
Income |
| |
Net
Income |
| |
Diluted
Earnings Per Share |
| ||||||
| | | |
(thousands except per share data)
|
| ||||||||||||
| GAAP results | | | | $ | 281,408 | | | | | $ | 193,114 | | | |
$ 1.93
|
|
|
Restructuring, integration and other expenses
|
| | | | 84,391 | | | | | | 66,923 | | | |
0.67
|
|
|
Amortization of intangible assets and other
|
| | | | 41,245 | | | | | | 32,146 | | | |
0.32
|
|
|
Other expenses
|
| | | | — | | | | | | 20,323 | | | |
0.20
|
|
|
Income tax adjustments
|
| | | | — | | | | | | (41,275) | | | |
(0.41)
|
|
| Total adjustments | | | | | 125,636 | | | | | | 78,117 | | | |
0.78
|
|
| Adjusted non-GAAP results | | | | $ | 407,044 | | | | | $ | 271,231 | | | |
$2.71
|
|
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
PROXY STATEMENT
![[MISSING IMAGE: lg_avnetnewr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/lg_avnetnewr-pn.jpg)
![[MISSING IMAGE: px_avnetpxy01pg01-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/px_avnetpxy01pg01-bw.jpg)
![[MISSING IMAGE: px_avnetpxy01pg02-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0000008858/000110465923105871/px_avnetpxy01pg02-bw.jpg)