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Compensation Committee Charter

Amended and Restated November 6, 2014


The purpose of the Compensation Committee is to oversee the Company’s overall compensation structure, policies, and programs and to assist the Board of Directors in fulfilling its responsibilities with respect to administering the Company’s long-term incentive plan, to review and approve compensation arrangements with executive officers of the Company, to evaluate the performance of and recommend the compensation for the Chief Executive Officer and to prepare an annual report on executive compensation for inclusion in the Company’s annual report on Form 10-K or proxy statement. The Committee’s objective is to establish and administer a “total compensation program” that fairly and competitively rewards long-term performance and enhances shareholder value.  To this end, the Committee reviews and exercises judgment on all elements of the executive compensation program, including salary increases and annual performance bonus payments, and the Company’s long-term incentive program.

A.        Composition and Qualifications

The Compensation Committee shall consist of three or more directors, each of whom shall meet the independence requirements of the New York Stock Exchange.  The members of the Compensation Committee shall be appointed by the Board of Directors from time to time and may be removed by the Board in its discretion.  Additionally, members of the Compensation Committee must qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code.  The Board of Directors shall appoint one member of the Committee as the Chair.

B.       Meetings / Minutes / Reports

  1. The Compensation Committee shall meet at least semi-annually, or more frequently if circumstances dictate.  The Compensation Committee shall report regularly to the Board of Directors summarizing the Committee’s actions and make recommendations to the Board as appropriate. 
  2. The Chair (or in his or her absence, a member designated by the Chair) shall preside at all meetings of the Compensation Committee.  The Chair shall be responsible for leadership of the Committee, including scheduling meetings, preparing agendas and making regular reports to the Board of Directors.
  3. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present or the unanimous written consent of all members thereof shall be the act of the Committee.  Any Committee member may participate in a meeting by telephone or similar communications equipment that allows the members to effectively interact.
  4. The Compensation Committee shall have complete access to management.  The Compensation Committee may invite members of management or others to attend the Committee’s meetings and provide pertinent information as appropriate.
  5. Minutes of each Compensation Committee meeting shall be prepared and sent to all Compensation Committee members
  6. The Compensation Committee shall evaluate and assess the effectiveness of the Committee and the adequacy of this Compensation Committee Charter on an annual basis and recommend any proposed changes to the Board of Directors.

C.  Authority

The Compensation Committee shall have the authority to retain and approve the fees and retention terms of external legal, accounting, compensation or other advisors as it deems appropriate in its sole discretion.  The Compensation Committee shall have the sole authority to retain and terminate any advisor to be used to assist in the evaluation of executive compensation or the compensation of the CEO, including sole authority to approve the fees payable to such advisor.  In selecting or retaining any advisor, the Compensation Committee will take into account factors that may be required by applicable law and listing standards and such other factors it considers appropriate to allow it to evaluate whether such advisor is independent.  The Company shall provide for appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to any advisors employed by the Committee and for administrative expenses of the Committee. 

1. The Compensation Committee shall oversee the Company’s overall compensation structure, policies and programs, and assess whether the Company’s compensation structure establishes appropriate incentives for management and employees.

2. The Compensation Committee shall administer the Company’s long-term incentive plan and all other employee equity-based compensation plans, with full authority to construe the same, prescribe and amend the rules and regulations related thereto and make all other determinations in the administration thereof, subject however, to the limitations prescribed by law and in such plans and programs.

3. The Compensation Committee shall review and evaluate the performance of the CEO and the Executive Chairman, if one has been appointed, in light of the individuals’ goals and objectives, and make recommendations to the other independent directors regarding the compensation of the CEO and, if any, the Executive Chairman.

4. The Compensation Committee shall review and approve the compensation and oversee the evaluation of all executive officers of the Company other than the CEO and, if any, the Executive Chairman.

5. The Compensation Committee shall produce the annual Compensation Committee Report required to be included in the Company’s annual report on Form 10-K or proxy statement, which report shall include a statement that the Committee has reviewed and discussed with management the Compensation Discussion and Analysis (the “CD&A”) and a statement as to whether the Committee has recommended that the CD&A be included in the Company’s annual report on Form 10-K or proxy statement.

6. The Compensation Committee shall oversee the Company’s submissions to shareholders related to executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, incentive and other executive compensation plans, and amendments to such plans.  The Committee shall review the results of each vote of the shareholders on compensation matters and consider whether any changes should be made to the Company’s compensation plans or programs as a result of such vote.

7. The Compensation Committee shall review at least annually the Company’s incentive compensation arrangements for the executive officers to ensure that performance goals and objectives, while challenging, do not encourage excess risk-taking. 

Committee Members

R. Kerry Clark
Retired Chairman and Chief Executive Officer, Cardinal Health, Inc.

R. Kerry Clark served as chairman and chief executive officer of Cardinal Health, Inc., a provider of health care products and services until his retirement in 2009. Mr. Clark joined Cardinal Health in April 2006 as president and chief executive officer and became chairman in November 2007.

During his tenure Mr. Clark successfully strengthened the company through organic growth initiatives, mergers and acquisitions, and strategic divestitures.

Prior to joining Cardinal Health, he had held various positions at The Procter & Gamble Company, including president of P&G Asia, president, Global Market Development and Business Operations, and vice chairman of the board.

He is a director of General Mills, Textron, Inc., Anthem, Inc., and Hauser Private Equity, an investment firm. Mr. Clark also serves on the boards of Christ Hospital of Cincinnati (Ohio) and the Cincinnati Zoo Foundation.

He holds a Bachelor of Commerce degree from Queen's University, Canada.

As a member of Avnet's board of directors, Mr. Clark chairs the Compensation Committee.

Last updated January 1, 2016

Michael A. Bradley
Former President and Chief Executive Officer of Teradyne, Inc.

After a 35-year career with Teradyne, Inc., Mr. Bradley retired as president and chief executive officer in 2014. In his tenure as CEO from 2004, Teradyne attained the leading market position in semiconductor chip testing and expanded into the testing of consumer devices like smart phones, tablets and a wide array of mobile communication products. Teradyne leads the worldwide electronic test equipment market with a broad portfolio of products that span component and system level test of mobile-consumer, automotive, industrial, storage and defense electronics.

At Teradyne Mr. Bradley held a variety of finance, marketing, sales, and general management positions. He was the Company's chief financial officer from 1999-2001 and served as the president of the Semiconductor Test Division, the Company's largest unit, from 2001-2003. In 2004 he was appointed to the Company's board of directors, a position he continues to hold after retirement.

Mr. Bradley holds an AB degree from Amherst College and an MBA from the Harvard Business School. Since 2001 he has been a director of Entegris, Inc. a leading supplier of contamination control and microenvironment handling systems for the semiconductor fabrication industry.

In 2012, Mr. Bradley was elected a director of Avnet, Inc. where he serves on the Compensation Committee and the Corporate Governance Committee.

Last Updated: June 16, 2014

James A. Lawrence
Chairman, Great North Star LLC

James A. Lawrence serves as chairman of Great North Star LLC, an investment and advisory firm. Previously, he served as chairman of Rothschild North America from 2012 - 2015 and as chief executive officer of Rothschild North America and as co-head of global investment banking from 2010 - 2012. Prior to joining Rothschild, Mr. Lawrence served as chief financial officer of Unilever and as an executive director on the boards of Unilever NV and Unilever PLC. Mr. Lawrence joined Unilever in 2007 after serving as the vice chairman and chief financial officer of General Mills, where he was responsible for corporate financial international operations.

Mr. Lawrence earned a Bachelor of Arts in economics from Yale University and an MBA with distinction from Harvard Business School. He is currently a director of International Airline Group, the holding company of British Airways and Iberia, and serves on the board of directors of Smurfit Kappa, a leading provider of paper-based packaging solutions.

He previously served on the board of directors of Avnet, Inc. from 1999 until 2008, when he resigned to take on an employment-related role requiring him to relocate to Europe. He rejoined the Avnet board in May 2011.

As a member of Avnet's board of directors, Mr. Lawrence chairs the Audit Committee.

Last Updated: November 6, 2015

William H. Schumann III
Retired Executive Vice President and Chief Financial Officer, FMC Technologies, Inc.

William H. Schumann, III, was elected to the Avnet board in 2010. In November 2012, Mr. Schumann was elected as Avnet’s chairman of the board.

He served as chief financial officer of FMC Technologies, Inc., a leading provider of technology solutions for the energy industry and other industrial markets, worldwide, from 2001 until his retirement from that position in November 2011. Mr. Schumann joined FMC Corporation in 1981 as director of pension investments and served in various management positions throughout that decade, including treasurer in 1987. Mr. Schumann was named vice president of corporate development in 1998 and served as senior vice president and chief financial officer of FMC Corporation from 1999 until the creation and spin off of FMC Technologies in 2001. He was elected to his first vice president role in 1995, when he was also appointed general manager of the company’s Agricultural Products Group. He served as executive director of corporate development from 1991 to 1993, when he joined the company’s Agricultural Products Group as director of North American operations.

In 2010, Mr. Schumann was voted one of the top CFOs in oilfield service and equipment by sell-side analysts. Mr. Schumann earned a bachelor’s degree in systems engineering from the University of California at Los Angeles and a master’s degree in management science from the Marshall School of Business at the University of Southern California. Mr. Schumann also serves on the board of directors of: McDermott International (NYSE:MDR), a leading engineering, procurement, construction and installation company focused on executing complex offshore oil and gas projects worldwide; the Lake Forest Lake Bluff Historical Society; and, Tesoro Corporation (NYSE:TSO), an independent refiner and marketer of petroleum products.

Mr. Schumann serves in an ex-officio capacity on the Audit Committee, Compensation Committee and Corporate Governance Committee.

Last Updated: November 11, 2016


Avnet, Inc. (NYSE: AVT)
39.42 + 0.28 (0.72%)
Updated: 3:40 PM ET on 2017-12-11
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