Avnet Inc DEF 14A, filed Oct 8, 2024

Avnet Inc (AVT)

DEF 14A 2024-10-08 For: 2024-11-22

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Added on June 12, 2026

About this DEF 14A

Avnet Inc filed this DEF 14A on October 8, 2024.

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	DATE Friday, November 22, 2024
	TIME 8:00 am local time
	PLACE Avnet’s Corporate Headquarters 2211 South 47th Street Phoenix, Arizona 85034
	RECORD DATE September 23, 2024

	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					17
	Corporate Governance Guidelines					17
	Director Independence					17
	Board Diversity Matrix					18
	Board Leadership Structure					18
	Executive Sessions					19
	Director Nominations					19
	Board and Committee Evaluation					20
	The Board’s Role in Management Succession					21
	The Board’s Role in Risk Oversight					21
	Environmental, Social and Governance					21
	ESG Governance and Board Oversight					22
	Compensation Committee Interlocks and Insider Participation					22
	Code of Conduct					22
	Policy Against Pledging and Hedging					22
	Reporting Ethical Concerns					23
	Stock Ownership Guidelines					23
	The Company’s Website					23
	Director Communications					24
	The Board of Directors and its Committees					25
	Audit Committee					26
	Compensation and Leadership Development Committee					27
	Corporate Governance Committee					28
	Finance Committee					28
	Executive Committee					29
	Director Compensation					30
	Process for Reviewing Non-Employee Director Compensation					31
	Deferred Compensation Plan					31
	D&O Insurance					32
	Executive Officers of the Company					33
	Security Ownership of Certain Beneficial Owners and Management					35

	Delinquent Section 16(a) Reports					37
	Related Person Transactions					37
	Proposal 2 — Advisory Vote on Named Executive Compensation					38
	Compensation Discussion and Analysis					39
	Executive Summary					39
	Compensation Governance and Process					42
	Overview of Pay Programs					44
	Elements of Executive Compensation					47
	Additional Practices, Policies and Guidelines					54
	Compensation and Leadership Development Committee Report					56
	Compensation of Executive Officers					57
	Summary Compensation Table					57
	Equity Compensation Plan Information					58
	Grants of Plan-Based Awards					59
	Outstanding Equity Awards at Fiscal Year-End					60
	Option Exercises and Stock Vested					61
	Pension Benefits					61
	Potential Payouts Upon Termination and Change of Control					62
	CEO Pay Ratio					66
	Pay Versus Performance					67
	Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm					71
	Principal Accounting Firm Fees					72
	Audit Committee Report					73
	Shareholder Proposals and Nominations					74
	Delivery of Documents to Shareholders with Same Last Name and Address					75
	General					75
	Appendix A — Reconciliation of Non-GAAP Measures					76

Proposals		Board Recommendation	Page Reference
1	Election of Directors	FOR	8
2	Advisory vote on named executive compensation	FOR	38
3	Ratification of independent registered public accounting firm	FOR	71

◦ Chair	A: Audit	C: Compensation and Leadership Development
• Member	CG: Corporate Governance
	E: Executive	F: Finance

	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: 66 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. He provides additional experience in the areas of corporate governance, strategy development, and senior leadership.

Director Since: 2018 Age: 60 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.

Director Since: 2020 Age: 63 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 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	• CEO
	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: 2024 Age: 60 Independent Current Committee Memberships: • Audit	HELMUT GASSEL
	Recent Business Experience: Helmut Gassel is an experienced semiconductor executive with more than 30 years in the industry. Among other activities, he is currently Co-founder and Partner of Silian Partners, a group of semiconductor industry senior executives. He also serves as a Board Member for Nordic Semiconductor’s Board of Directors, since 2024. Prior to 2022, he held several leadership positions during his 27-year tenure at Infineon Technologies, including Board Member, Chief Marketing Officer, and Division President for Industrial Power Control. Mr. Gassel holds a Diploma in Nuclear Physics from Ruhr University Bochum and a Doctorate in Electrical Engineering from the University of Duisburg-Essen.
	Primary Qualifications and Experience:
	• International Business	• Technology/Digital Media
	• Marketing	• Industry
	The Board benefits from Mr. Gassel’s extensive experience in the semiconductor industry, technology and innovation, sales and marketing, global business, and corporate leadership and management.

Director Since: 2024 Age: 56 Independent Current Committee Memberships: • Audit	VIRGINIA L. HENKELS
	Recent Business Experience: Ms. Henkels served as Chief Financial Officer and Secretary of Empowerment & Inclusion Capital I Corp., a special-purpose acquisition company focused on promoting equity and inclusion until February 2023. Prior to that, Ms. Henkels served as Executive Vice President, Chief Financial Officer, and Treasurer of Swift Transportation Company from 2008 to 2017. She held various finance and accounting leadership positions with increasing responsibilities since 2004 at Swift Transportation and from 1990 to 2002 at Honeywell International, Inc., a global diversified technology and manufacturing company. Ms. Henkels has served on the board of directors of Viad Corp. (NYSE: VVI) since November 2017, LCI Industries (NYSE: LCII) since September 2017, and privately-held Isaac Instruments since March 2023. From 2018 to 2021, Ms. Henkels served on the board of directors of Echo Global Logistics, Inc. (Nasdaq: ECHO).
	Primary Qualifications and Experience:
	• International Business	• Risk Management
	• Finance
	The Board benefits from Ms. Henkels’ experience with finance, accounting, capital markets, investor relations, strategy development, risk management, financial reporting, audit, and corporate governance.

Director Since: 2018 Age: 66 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.

Director Since: 2018 Age: 59 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: 2021 Age: 66 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: 62 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
	• Risk Management
	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.

Board Diversity Matrix (As of September 23, 2024)
Board Size:
Total Number of Directors	12
Gender Identity:	Female	Male
Directors	4	8
Demographic Background
African American or Black	2	1
Hispanic or Latinx	0	1
White	2*	6
LGBTQ+	1

	COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE
	Current Members: Jo Ann Jenkins (Chair) James A. Lawrence Avid Modjtabai Adalio T. Sanchez Meetings in fiscal 2024: 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 oversee a total compensation program that fairly and competitively rewards long-term performance and enhances shareholder value.

Director Since: 2019 Age: 65 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 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, since September 2021. Mr. Sanchez previously served on the board of directors of Snap One Holdings Corp (NASDAQ: SNPO), a smart home technology solutions and distribution company, from June 2021 to June 2024; and on the board of directors 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.

	AUDIT COMMITTEE
	Current Members: Ernest E. Maddock (Chair) Carlo Bozotti Brenda L. Freeman Helmut Gassel Virginia L. Henkels Oleg Khaykin Meetings in fiscal 2024: 8 Audit Committee Financial Experts: Ernest E. Maddock (Chair) Carlo Bozotti 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; • 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.

	CORPORATE GOVERNANCE COMMITTEE
	Current Members: Avid Modjtabai (Chair) Rodney C. Adkins Brenda L. Freeman Adalio T. Sanchez Meetings in fiscal 2024: 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 ESG program and initiatives. Please see “Corporate Governance — Director Nominations” for additional information on the Corporate Governance Committee.

	FINANCE COMMITTEE
	Current Members: Oleg Khaykin (Chair) Carlo Bozotti Jo Ann Jenkins James A. Lawrence Ernest E. Maddock Meetings in fiscal 2024: 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.

	EXECUTIVE COMMITTEE
	Members: Rodney C. Adkins (Chair) Jo Ann Jenkins Oleg Khaykin Ernest E. Maddock Avid Modjtabai Meetings in fiscal 2024: 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			$100,000
	Equity			$180,000
	Total for FY24:			$280,000
	% of Cash/Equity			36/64

	Additional Annual Amounts:
	Independent Chair Retainer			$185,000
	Audit Committee Chair Retainer(1)			$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

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Total ($)
Rodney C. Adkins(1)		285,000		230,000	515,000
Carlo Bozotti		116,250		180,000	296,250
Brenda L. Freeman		107,500		180,000	287,500
Jo Ann Jenkins		110,000		180,000	290,000
Oleg Khaykin		122,500		180,000	302,500
James A. Lawrence		110,000		180,000	290,000
Ernest E. Maddock		116,250		180,000	296,250
Avid Modjtabai		115,000		180,000	295,000
Adalio T. Sanchez		100,000		180,000	280,000

Name	Age	Office
Philip R. Gallagher	63	Chief Executive Officer and President, Electronic Components
Kenneth A. Jacobson	46	Chief Financial Officer
Ken E. Arnold	60	Senior Vice President and Chief People Officer
Michael R. McCoy	48	Senior Vice President, General Counsel and Chief Legal Officer
Leng Jin (Max) Chan	52	Senior Vice President and Chief Information Officer
Elizabeth A. McMullen	64	Senior Vice President, Operations

						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.

						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.

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		9,169,038			9,169,038		10.1%
Dimensional Fund Advisors LP(2) 6300 Bee Cave Road, Bldg One Austin, TX 78746		6,253,930			6,253,930		6.9%
Pzena Investment Management LLC.(3) 320 Park Avenue, 8th Floor New York, NY 10022		8,751,446			8,751,446		9.7%
The Vanguard Group(4) 100 Vanguard Blvd. Malvern, PA 19355		10,430,858			10,430,858		11.53%
Directors, Director Nominees, and NEOs
Rodney C. Adkins, Director and Nominee		38,198(5)		0	38,198		*
Carlo Bozotti, Director		11,578		0	11,578		*
Brenda L. Freeman, Director and Nominee		27,140(6)		0	27,140		*
Helmut Gassel, Director and Nominee		1,265		0	1,265		*
Virginia L. Henkels, Director and Nominee		1,265		0	1,265		*
Jo Ann Jenkins, Director and Nominee		25,636		0	25,636		*
Oleg Khaykin, Director and Nominee		51,843(7)		0	51,843		*
James A. Lawrence, Director		0		0	0		*
Ernest E. Maddock, Director and Nominee		13,455(8)		0	13,455		*
Avid Modjtabai, Director and Nominee		38,257		0	38,257		*
Adalio T. Sanchez, Director and Nominee		20,578		0	20,578		*
Philip R. Gallagher, Chief Executive Officer and Director		371,521(9)		369,863	741,384		*
Kenneth A. Jacobson, Chief Financial Officer		83,586(10)		0	83,586		*
Ken E. Arnold, SVP, Chief People Officer		55,779(11)		68,825	124,604		*
Leng Jin (Max) Chan, SVP, Chief Information Officer		36,565(12)		4,613	41,178		*
Michael R. McCoy, SVP, General Counsel		70,794(13)		51,258	122,052		*
All Directors and NEOs as a group (15 people)		847,460		499,559	1,342,019		1.5%

		Table of Contents			Page
		EXECUTIVE SUMMARY			39
		Named Executive Officers (NEOs)			39
		Business Performance			40
		Summary of Incentive Compensation Design and Payouts for Fiscal 2024			41
		Philosophy and Objectives			41
		2023 Advisory Vote on Executive Compensation			41
		Shareholder Outreach Efforts			41
		COMPENSATION GOVERNANCE AND PROCESS			42
		Role of the Committee and Board			42
		Role of Management			42
		Role of the Independent Compensation Consultant			43
		Benchmarking			43
		OVERVIEW OF PAY PROGRAMS			44
		Pay Mix			45
		Compensation Governance Practices			46
		Compensation Risk Management			47
		ELEMENTS OF EXECUTIVE COMPENSATION			47
		Base Salary			47
		Annual Cash Incentives			48
		Long-Term Incentives			51
		Additional Compensation Elements			53
		ADDITIONAL PRACTICES, POLICIES AND GUIDELINES			54
		Stock Ownership Guidelines			54
		Recoupment Policy			55
		Equity Grant Practices			55

	NEOs			Position
	Philip R. Gallagher			Chief Executive Officer (“CEO”) and President, Electronic Components
	Kenneth A. Jacobson			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 2023			Fiscal 2024			% Change
	$ in millions, except per share data
Sales		$	26,536.9		$	23,757.1	-10.5%
Gross profit dollars		$	3,182.1		$	2,766.4	-13.1%
Operating income		$	1,186.8		$	844.4	-28.9%
Adjusted operating income		$	1,220.9		$	900.0	-26.3%
Operating income margin			4.47%			3.55%	-92 bps
Adjusted operating income margin			4.60%			3.79%	-81 bps
Diluted earnings per share		$	8.26		$	5.43	-34.2%
Adjusted diluted earnings per share		$	8.06		$	5.34	-33.8%
Net working capital days			86.19			106.96	24.1%
Return on Working Capital			19.51%			13.08%	-643 bps

		FY24 Considerations for Benchmarking Peer Group Development:				FY24 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

	Fiscal 2023 ($ in billions)
	Revenue			Market Capitalization
Peer Group Median		$	18.9		$	12.1
The Company		$	26.5		$	4.6