Avnet Inc DEF 14A, filed Oct 6, 2026

About this DEF 14A

Avnet Inc (AVT)

DEF 14A 2026-10-06 For: 2026-11-20

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Added on October 06, 2026

Pay Component

Brief Description

Retirement Benefits

•

Qualified cash balance plan (Pension Plan)

•

Qualified defined contribution plan (401(k) Plan)

•

Non-qualified 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

Avnet Inc filed this DEF 14A on October 6, 2026.

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	DATE Friday, November 20, 2026
	TIME 8:00 am local time
	PLACE Avnet’s Corporate Headquarters 2150 East Warner Road Tempe, Arizona 85284
	RECORD DATE September 21, 2026

	Proxy Statement Summary					1
	Proxy Statement					5
	Proxy and Revocation of Proxy					6
	Broker Voting					6
	Meeting Attendance					6
	Quorum					7
	Required Vote and Board Recommendations					7
	Proposal 1 — Election of Directors					8
	Nominees					8
	Corporate Governance					20
	Corporate Governance Guidelines					20
	Director Independence					20
	Board Diversity Matrix					21
	Board Leadership Structure					21
	Executive Sessions					22
	Director Nominations					22
	Board and Committee Evaluation					23
	The Board’s Role in Management Succession					24
	The Board’s Role in Risk Oversight					24
	Resiliency					24
	Resiliency Governance and Board Oversight					24
	Compensation Committee Interlocks and Insider Participation					25
	Code of Conduct					25
	Policy Against Pledging and Hedging					25
	Reporting Ethical Concerns					25
	Stock Ownership Guidelines					26
	The Company’s Website					26
	Director Communications					27
	The Board of Directors and its Committees					28
	Audit Committee					29
	Compensation and Leadership Development Committee					30
	Corporate Governance Committee					31
	Technology and Risk Committee					31
	Executive Committee					32
	Director Compensation					33
	Process for Reviewing Non-Employee Director Compensation					34
	Deferred Compensation Plan					34
	D&O Insurance					35
	Executive Officers of the Company					36
	Security Ownership of Certain Beneficial Owners and Management					38
	Delinquent Section 16(a) Reports					40
	Related Person Transactions					40
	Proposal 2 — Advisory Vote on Named Executive Compensation					41

	Compensation Discussion and Analysis					42
	Executive Summary					42
	Compensation Governance and Process					45
	Overview of Pay Programs					47
	Elements of Executive Compensation					50
	Additional Practices, Policies and Guidelines					59
	Compensation and Leadership Development Committee Report					61
	Compensation of Executive Officers					62
	Summary Compensation Table					62
	Equity Compensation Plan Information					63
	Grants of Plan-Based Awards					64
	Outstanding Equity Awards at Fiscal Year-End					65
	Option Exercises and Stock Vested					66
	Pension Benefits					66
	Potential Payouts Upon Termination and Change of Control					67
	CEO Pay Ratio					71
	Pay Versus Performance					72
	Proposal 3 — Ratification of Appointment Of Independent Registered Public Accounting Firm					76
	Principal Accounting Firm Fees					77
	Audit Committee Report					78
	Proposal 4 — Board Proposal to Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 25%Ownership Threshold					79
	Proposal 5 — Shareholder Proposal to Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 10% Ownership Threshold					81
	Shareholder Proposals and Nominations					83
	Delivery of Documents to Shareholders with Same Last Name and Address					84
	General					84
	Appendix A — Reconciliation of Non-GAAP Measures					85

Proposals		Board Recommendation	Page Reference
1	Election of Directors	FOR	8
2	Advisory vote on named executive compensation	FOR	41
3	Ratify Appointment of Independent Registered Public Accounting Firm	FOR	76
4	Board Proposal for Shareholder Right to Call a Special Shareholder Meeting at a 25% Ownership Threshold	FOR	79
5	Shareholder Proposal for Shareholders Right to Call a Special Shareholder Meeting at a 10% Ownership Threshold	AGAINST	81

◦ Chair	A: Audit	C: Compensation and Leadership Development
• Member	CG: Corporate Governance
	E: Executive	TR: Technology and Risk

	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.

Director Since: 2015 Board Chair Since: 2018 Age: 68 Independent Director Committee Memberships: • Corporate Governance • Executive (Chair) Other Public Boards: • United Parcel Service (2015 to present) • W.W. Grainger (2014 to present) • Pitney Bowes (2007 to 2013) • PPL Corporation (2014 to 2019) • PayPal Holdings (2017 to 2025)	RODNEY C. ADKINS
	Experience: • President of 3RAM Group LLC, a privately held company specializing in capital investments, business consulting services, and property management • Over 30 years at IBM, where he held several development and management roles, including Senior VP of Corporate Strategy (2013 to 2014), Senior VP of Systems and Technology Group (2009 to 2013), and Senior VP of Development & Manufacturing (2007 to 2009)
	Value to Avnet’s Board: • Global business experience in the technology industry, including emerging technologies and services, international and emerging markets, and supply chain management • Experience in the areas of corporate governance, strategy development, and senior leadership
	Top Skills:
	• Operations/Logistics	• Component Distribution
	• International Business	• Risk Management
	• Technology/Digital

Director Since: 2018 Age: 62 Independent Director Committee Memberships: • Compensation and Leadership Development • Corporate Governance Other Public Boards: • Caleres (2017 to present) • WM Technology (2021 to present) • Herman Miller (2016 to 2019) • Blue Apron Holdings (2020 to 2023)	BRENDA L. FREEMAN
	Experience: • CMO of MARA Holdings since 2026, leading its transformation into a digital infrastructure enterprise • Founder of Joyeux Advisory Group (2018) and Venture Partner of Debut Capital since 2021 • CEO and Director of Arteza, a direct-to-consumer arts and crafts supplies company (2020 to 2021) • CMO of Magic Leap, Inc., a private company focused on virtual retinal displays (2016 to 2019) • CMO at the National Geographic Channel (2015 to 2016) • VP of Television Marketing at DreamWorks Animation SKG Inc. (2014 to 2015) • CMO, Turner Animation, Young Adults and Kids Media at Turner Broadcasting Systems, Inc. (2008 to 2014) • Senior VP, Integrated Marketing and Partnerships, Nickelodeon at MTV Networks Company (2005 to 2008). • Served in other leadership roles for MTV Networks Company, VH1, ABC Radio Networks, and PepsiCo, Inc.
	Value to Avnet’s Board: • Experience in corporate leadership, serving on other boards, and her strong background in marketing, technology, digital commerce, and digital transformation.
	Top Skills:
	• CEO Experience	• Finance/Capital Markets
	• Technology/Digital	• Marketing

Director Since: 2020 Age: 65 Non-Independent Director Other Public Boards: • Dycom Industries (2025 to present)	PHILIP R. GALLAGHER
	Experience: • Avnet CEO and a Director (since November 2020) and President, Electronic Components (since August 2018) • Avnet Interim CEO (July to November 2020) and Global President, Core Distribution Business (2017 to 2018) • Joined Avnet 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 (2009 to 2014) • He was away from Avnet from 2014 to 2017, when he served as President, Americas Sales and Marketing, at TTI, a leading authorized distributor of interconnect, passive, electromechanical and discrete components (2016 to 2017) • Advisory council for Women in Electronics and a member of Greater Phoenix Leadership (GPL), an organization of leading CEOs focused on creating action on priority issues
	Value to Avnet’s Board: • The Board benefits from his extensive experience in business operations, corporate leadership, and management. The Board also benefits from his broad knowledge and experience in electronic component distribution and supply chain management, as well as his long-standing relationships with key Avnet suppliers and customers.
	Top Skills:
	• CEO Experience	• International Business
	• Component Distribution	• Technology/Digital

Director Since: 2024 Age: 62 Independent Director Committee Memberships: • Audit • Technology and Risk Other Public Boards: • Nordic Semiconductor (2024 to present) • Centrotherm Int’l (2026 to present)	HELMUT GASSEL
	Experience: • Experienced semiconductor executive with more than 30 years in the industry • Co-founder and Partner of Silian Partners, a group of semiconductor industry senior executives. • Diploma in Nuclear Physics from Ruhr University Bochum and PHD in Electrical Engineering from the University of Duisburg-Essen • Several leadership positions during 27-year tenure at Infineon Technologies, including Board Member, CMO, and Division President for Industrial Power Control (prior to 2022)
	Value to Avnet’s Board: • Extensive experience in the semiconductor industry, technology and innovation, sales and marketing, global business, and corporate leadership and management
	Top Skills:
	• International Business	• Technology/Digital
	• Marketing	• Component Distribution

Director Since: 2024 Age: 58 Independent Director Committee Memberships: • Audit • Corporate Governance Other Public Boards: • Pursuit Attractions and Hospitality (2017 to present) • LCI Industries (2017 to present) • Echo Global Logistics (2018-2021)	VIRGINIA L. HENKELS
	Experience: • Executive VP, CFO, and Treasurer of Swift Transportation Company (2008 to 2017). • Various finance and accounting leadership positions with increasing responsibilities since 2004 at Swift Transportation and at Honeywell International, Inc., a global diversified technology and manufacturing company (1990-2002) • CFO and Secretary of Empowerment & Inclusion Capital I Corp., a special-purpose acquisition company focused on promoting equity and inclusion (2020 to 2023)
	Value to Avnet’s Board: • Experience with finance, accounting, capital markets, investor relations, strategy development, risk management, financial reporting, audit, and corporate governance
	Top Skills:
	• International Business	• Risk Management
	• Finance/Capital Markets	• Operations/Logistics

Director Since: 2018 Age: 68 Independent Director Committee Memberships: • Compensation and Leadership Development (Chair) • Executive • Technology and Risk Other Public Boards: • Aon (2025 to present) • General Mills (2020 to present)	JO ANN JENKINS
	Experience: • CEO of AARP, the nation’s largest nonprofit, nonpartisan organization dedicated to empowering people 50 and older to choose how they live and age (2014 to 2024) • Executive VP and COO of AARP (2013 to 2014) • President of the AARP Foundation (2010 to 2013) • Various positions at the Library of Congress (1994 to 2010), including COO (2007 to 2010)
	Value to Avnet’s Board: • Deep understanding of strategic management and innovative marketing, which she developed through her CEO and operational roles • Valuable insights regarding corporate leadership and management, government affairs and community relations, and innovation and strategic transformation, including developing and implementing diversity strategies
	Top Skills:
	• CEO Experience	• Operations/Logistics
	• Marketing	• Risk Management

Director Since: 2018 Age: 61 Independent Director Committee Memberships: • Audit • Executive • Technology and Risk (Chair) Other Public Boards: • Viavi Solutions (2016 to present) • International Rectifier (2008 to 2015) • Marvell Technology Group (2016 to 2020) • Newport Corporation (2010 to 2016)	OLEG KHAYKIN
	Experience: • President, CEO and Director of Viavi Solutions Inc., a provider of network and service enablement solutions (since February 2016) • Senior Advisor at Silver Lake Partners (2015 to 2016) • President, CEO and Director of International Rectifier, a maker of power semiconductors, until its acquisition by Infineon AG in 2015 (2008 to 2015) • Executive VP and COO of Amkor Technology, Inc. (2003 to 2008) • VP of Strategy & Business Development at Conexant Systems, Inc. and Mindspeed Technologies, Inc. (1999 to 2003)
	Value to Avnet’s Board: • Significant corporate leadership and management experience and extensive experience in the semiconductor industry. Experience with technology companies, and as a prior customer and supplier to the Company, brings valuable insights to the Board.
	Top Skills:
	• CEO Experience	• Risk Management
	• International Business	• Marketing
	• Finance/Capital Markets	• Operations/Logistics
	• Technology/Digital	• Component Distribution

Director Since: 2021 Age: 68 Independent Director Committee Memberships: • Audit (Chair) • Executive • Technology and Risk Other Public Boards: • Ultra Clean Holdings (2018 to present) • Ouster (2022 to present) • Teradyne (2022 to present) • Intersil Corporation (2015 to 2017)	ERNEST E. MADDOCK
	Experience: • CFO and Senior VP of Micron Technology (2015 to 2018) • CFO of Riverbed Technology (2013 to 2015) • Served in various roles at Lam Research Corporation (1997 to 2013) and last as CFO (2008 to 2013).
	Value to Avnet’s Board: • Breadth of global business experience, including risk management and operations, and experience in the semiconductor industry. As a former CFO for multiple public companies, Mr. Maddock has extensive experience in finance and accounting, particularly as it applies to public companies.
	Top Skills:
	• International Business	• Risk Management
	• Finance/Capital Markets	• Operations/Logistics

Director Since: 2014 Age: 64 Independent Director Committee Memberships: • Compensation and Leadership Development • Technology and Risk Other Public Boards: • Prologis (2020 to present)	AVID MODJTABAI
	Experience: • Senior Executive VP 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 (2011 to 2016); • CIO and head of Technology and Operations Group (2008 to 2011); • CIO and head of technology (2007 to 2008); Director of Human Resources (2005 to 2007); • Executive VP, Head of the Internet Services Group (2001 to 2005); • Senior VP of Consumer Internet Services (1999 to 2001); and • Held leadership roles in the enterprise internet services group, consumer deposits, and corporate strategy (1993 to 2001).
	Value to Avnet’s Board: • Extensive experience in operations and strategy development. The Board also benefits from her experience in the areas of financial services and change management.
	Top Skills:
	• Finance/Capital Markets	• Technology/Digital
	• Operations/Logistics

Board Diversity Matrix (As of September 21, 2026)
Board Size:
Total Number of Directors	10
Gender Identity:	Female	Male
Directors	4	6
Demographic Background
African American or Black	2	1
Hispanic or Latinx	0	1
White	2*	4
LGBTQ+	1

	AUDIT COMMITTEE
	Current Members: Ernest E. Maddock (Chair) Helmut Gassel Virginia L. Henkels Oleg Khaykin Meetings in fiscal 2026: 8 Audit Committee Financial Experts: Ernest E. Maddock (Chair) Virginia L. Henkels Oleg Khaykin				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; • Legal and regulatory compliance; and • Reviewing and approving borrowings up to $500 million. • 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.

	COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE
	Current Members: Jo Ann Jenkins (Chair) Brenda L. Freeman Avid Modjtabai Adalio T. Sanchez Meetings in fiscal 2026: 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, and culture. • 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 oversee a total compensation program that fairly and competitively rewards long-term performance and enhances shareholder value.

Director Since: 2019 Age: 67 Independent Director Committee Memberships: • Compensation and Leadership Development • Corporate Governance (Chair) • Executive Other Boards: • ACI Worldwide (2015 to present) • ASM International (2021 to present) • Snap One Holdings (2021 to 2024) • Quantum (2017 to 2019)	ADALIO T. SANCHEZ
	Experience: • President of S Group Advisory LLC, a management consulting firm providing advisory services on business strategy, technology, and operational excellence. • Interim CEO Quantum Corporation, a computer storage solutions company (2017 to 2018) and on the board of directors (2017 to 2019). • Senior VP of the Lenovo Group Limited, an international technology company (2014 to 2015). • Prior to that, he spent 32 years at IBM Corporation, a global technology and innovation company (1982 to 2014), where he served in various capacities including sixteen years in senior executive and global general management roles. During his tenure at IBM, Mr. Sanchez held key critical roles that are directly pertinent to Avnet’s business. These include head of global supply chain and distribution for IBM’s personal computer business, headed IBM’s semiconductor division, and was deeply involved in many facets of semiconductor components industry. • He also serves on the board of directors of ACI Worldwide Inc. (NASDAQ: ACIW), a software company serving the electronics payments market, since 2015 and has been board Chairman since 2022; and on the supervisory board of ASM International NV (NL: ASM), a Netherlands-based semiconductor wafer fabrication equipment company (2021 to date). • Mr. Sanchez previously served on the board of directors of Snap One Holdings Corp (NASDAQ: SNPO), a smart home technology solutions and distribution company (2021 to 2024).
	Value to Avnet’s Board: • Significant experience in corporate leadership and management, international business, technology and innovation, and his extensive semiconductor expertise.
	Top Skills:
	• Component Distribution	• Technology/Digital
	• Operations/Logistics	• Risk Management
	• International Business

	CORPORATE GOVERNANCE COMMITTEE
	Current Members: Adalio T. Sanchez (Chair) Rodney C. Adkins Brenda L. Freeman Virginia L. Henkels Meetings in fiscal 2026: 4				Responsibilities The Corporate Governance Committee is charged with: • Identifying, screening, and recommending appropriate candidates to serve as directors. • 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 programs and initiatives related to sustainability. Please see “Corporate Governance — Director Nominations” for additional information on the Corporate Governance Committee.

	TECHNOLOGY AND RISK COMMITTEE
	Current Members: Oleg Khaykin (Chair) Helmut Gassel Jo Ann Jenkins Ernest E. Maddock Avid Modjtabai Meetings in fiscal 2026: 2				Responsibilities The Technology and Risk Committee is charged with: • Overseeing the Company’s enterprise risk management and resiliency program. • Overseeing significant risk exposures, including risks related to the Company’s operations, trade compliance, and ethics program. • Overseeing the Company’s technology and information security, including use of artificial intelligence.

	EXECUTIVE COMMITTEE
	Members: Rodney C. Adkins (Chair) Jo Ann Jenkins Oleg Khaykin Ernest E. Maddock Adalio T. Sanchez Meetings in fiscal 2026: 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, or as specifically limited by the Board. 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 By-Laws or adopt new bylaws; or • Amend or repeal any Board resolutions which, by its terms, are not amendable or repealable.

	Annual Compensation Components:
	Cash Retainer			$110,000
	Equity			$200,000
	Total for FY26:			$310,000
	% of Cash/Equity			35/65

	Additional Annual Amounts:
	Independent Chair Retainer			$185,000
	Audit Committee Chair Retainer			$30,000
	Audit Committee Member Retainer			$15,000
	Compensation and Leadership Development Committee Chair Retainer			$25,000
	Corporate Governance Committee Chair Retainer			$20,000
	Technology and Risk Committee Chair Retainer			$20,000

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Total ($)
Rodney C. Adkins		290,000		200,000	490,000
Brenda L. Freeman		105,000		200,000	305,000
Helmut Gassel		116,250		200,000	316,250
Virginia L. Henkels		116,250		200,000	316,250
Jo Ann Jenkins		127,500		200,000	327,500
Oleg Khaykin		133,750		200,000	333,750
Ernest E. Maddock		132,500		200,000	332,500
Avid Modjtabai		105,000		200,000	305,000
Adalio T. Sanchez		122,500		200,000	322,500

Name	Age	Office
Philip R. Gallagher	65	Chief Executive Officer and President, Electronic Components
Kenneth A. Jacobson	48	Senior Vice President and Chief Financial Officer
Ken E. Arnold	62	Senior Vice President and Chief People Officer
Michael R. McCoy	50	Senior Vice President, General Counsel and Chief Legal Officer
Leng Jin (Max) Chan	54	Senior Vice President and Chief Information Officer
Dave Youngblood	52	Senior Vice President and Chief Digital Officer

						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 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 also oversees the company’s corporate marketing and communications function. 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.

						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.

						DAVE YOUNGBLOOD
						Dave Youngblood has served as Senior Vice President and Chief Digital Officer since October 2024. He joined Avnet with more than 25 years of digital and other related experience in the electronics industry. Mr. Youngblood previously served as Head of Digital Customer Experience at Analog Devices and held prominent positions with Murata and Texas Instruments.

Name of Beneficial Owner	Common Stock		Stock Options Exercisable Within 60 Days		Total Common Stock Beneficially Owned	Percent of Common Stock
5% Holders
BlackRock, Inc.(1) 50 Hudson Yards New York, NY 10001		8,259,622			8,259,622		9.5%
Dimensional Fund Advisors LP(2) 6300 Bee Cave Road, Bldg One Austin, TX 78746		6,253,930			6,253,930		6.9%
Vanguard Portfolio Management(3) 100 Vanguard Blvd. Malvern, PA 19355		6,377,293			6,377,293		7.8%
Directors, Director Nominees, and NEOs
Rodney C. Adkins, Director and Nominee		45,978(4)		0	45,978		*
Brenda L. Freeman, Director and Nominee		36,193(5)		0	36,193		*
Helmut Gassel, Director and Nominee		8,953(6)		0	8,953		*
Virginia L. Henkels, Director and Nominee		8,953(7)		0	8,953		*
Jo Ann Jenkins, Director and Nominee		33,156		0	33,156		*
Oleg Khaykin, Director and Nominee		66,495(8)		0	66,495		*
Ernest E. Maddock, Director and Nominee		21,555(9)		0	21,555		*
Avid Modjtabai, Director and Nominee		45,777		0	45,777		*
Adalio T. Sanchez, Director and Nominee		28,098		0	28,098		*
Philip R. Gallagher, Chief Executive Officer and Director		516,780(10)		344,300	861,080		*
Kenneth A. Jacobson, SVP, Chief Financial Officer		117,489(11)		0	117,489		*
Ken E. Arnold, SVP, Chief People Officer		85,923(12)		84,996	170,919		*
Leng Jin (Max) Chan, SVP, Chief Information Officer		56,790(13)		0	56,790		*
Michael R. McCoy, SVP, General Counsel		102,431(14)		0	102,431		*
Dave Youngblood, SVP, Chief Digital Officer		13,725(15)		0	13,725		*
All Directors and NEOs as a group (15 people)		1,188,296		429,296	1,617,592		2.0%

		Table of Contents			Page
		Executive Summary			42
		Named Executive Officers (NEOs)			42
		Business Performance			43
		Summary of Incentive Compensation Design and Payouts for Fiscal 2026			44
		Philosophy and Objectives			44
		2025 Advisory Vote on Executive Compensation			44
		Shareholder Outreach Efforts			44
		Compensation Governance and Process			45
		Role of the Committee and Board			45
		Role of Management			45
		Role of the Independent Compensation Consultant			46
		Benchmarking			46
		Overview of Pay Programs			47
		Pay Mix			48
		Compensation Governance Practices			49
		Compensation Risk Management			50
		Elements of Executive Compensation			50
		Base Salary			50
		Annual Cash Incentives			51
		Long-Term Incentives			54
		Additional Compensation Elements			58
		Additional Practices, Policies and Guidelines			59
		Stock Ownership Guidelines			59
		Recoupment Policy			59
		Equity Grant Practices			60

	NEOs			Position
	Philip R. Gallagher			Chief Executive Officer (“CEO”) and President, Electronic Components
	Kenneth A. Jacobson			Senior Vice President, Chief Financial Officer (“CFO”)
	Ken E. Arnold			Senior Vice President, Chief People Officer
	Leng Jin (Max) Chan			Senior Vice President, Chief Information Officer
	Michael R. McCoy			Senior Vice President, General Counsel and Chief Legal Officer

	Fiscal 2025			Fiscal 2026			% Change
	$ in millions, except per share data
Sales		$	22,200.8		$	27,632.7	24.47%
Gross profit dollars		$	2,385.0		$	2,881.9	20.84%
Operating income		$	514.3		$	724.8	40.94%
Adjusted operating income		$	624.0		$	860.9	37.96%
Operating income margin			2.32%			2.62%	30 bps
Adjusted operating income margin			2.81%			3.12%	31 bps
Diluted earnings per share		$	2.75		$	4.01	45.87%
Adjusted diluted earnings per share		$	3.44		$	5.67	65.08%
Net working capital days			103.17			81.25	-21.25%
Return on Working Capital			9.97%			13.56%	359 bps

		FY26 Considerations for Benchmarking Peer Group Development:				FY26 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 Hewlett Packard Enterprises Insight Enterprises, Inc. Jabil, Inc. Sanmina Corporation TD SYNNEX Corporation TE Connectivity Ltd. W.W. Grainger, Inc. WESCO International, Inc. Western Digital Corporation

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.