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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
AVNET, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS
DATE
Thursday, November 17, 2022
TIME
8:00 am local time
PLACE
Avnet’s Corporate Headquarters
2211 South 47th Street
Phoenix, Arizona 85034
AND
Via Webcast at
www.virtualshareholdermeeting.com/ AVT2022
RECORD DATE
September 19, 2022
YOUR VOTE IS IMPORTANT
YOU CAN VOTE IN ONE OF FOUR WAYS
INTERNET
Visit the website noted on your
proxycard to vote online.
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TELEPHONE
Use the toll-free telephone number on your proxy card to vote by telephone.
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MAIL
Sign, date, and return your proxy card in the enclosed envelope to vote by mail.
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IN PERSON
Cast your vote in person, including virtually via the webcast, at the annual meeting.
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ITEMS OF BUSINESS
1.
To elect the ten Director nominees named in the attached proxy statement to serve until the next annual meeting and until their successors have been elected and qualified.
2.
To conduct an advisory vote on executive compensation.
3.
To ratify the appointment of KPMG LLP as the independent registered public accounting firm to audit the consolidated financial statements of Avnet for the fiscal year ending July 1, 2023.
4.
To take action with respect to such other matters as may properly come before the Annual Meeting (including postponements and adjournments).
The Board of Directors has fixed the close of business on September 19, 2022, as the record date for the Annual Meeting. Only holders of record of shares of Avnet’s common stock at the close of business on such date shall be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors
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Darrel S. Jackson
Corporate Secretary
October 3, 2022

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Table of Contents
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Proposal 1 — Election of Directors
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2022 ANNUAL
PROXY STATEMENT
Proxy Statement Summary
This summary highlights selected information in this Proxy Statement. Please review the entire document before voting.
ANNUAL MEETING OF SHAREHOLDERS
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DATE
November 17, 2022
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TIME
8:00 am local time
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PLACE
Avnet’s Headquarters
2211 South 47th Street
Phoenix, Arizona 85034
AND
Via Webcast at
www.virtualshareholder meeting.com/AVT2022
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RECORD DATE
September 19, 2022
PROPOSALS AND BOARD RECOMMENDATIONS
Proposals
Board
Recommendation
Page
Reference
1
Election of Directors
FOR
8
2
Advisory vote on executive compensation
FOR
35
3
Ratification of independent registered public accounting
firm
FOR
64
HOW TO VOTE
INTERNET
Visit the website noted on your proxycard to vote online.
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TELEPHONE
Use the toll-free telephone number on your proxy card to vote by telephone.
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MAIL
Sign, date, and return your proxy card in the enclosed envelope to vote by mail.
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IN PERSON
Cast your vote in person, including virtually via the webcast, at the annual meeting.
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Proxy Summary
2022 ANNUAL
PROXY STATEMENT
SNAPSHOT OF 2022 DIRECTOR NOMINEES
  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
64
2015
YES
Carlo Bozotti
Industrial Partner, FSI
69
2019
YES
Brenda L. Freeman
Chief Brand Officer, Wunderkind
58
2018
YES
Philip R. Gallagher
Chief Executive Officer, Avnet, Inc.
61
2020
NO
Jo Ann Jenkins
Chief Executive Officer, AARP
64
2018
YES
Oleg Khaykin
President and Chief Executive Officer,
Viavi Solutions, Inc.
57
2018
YES
James A. Lawrence
Chairman, Lake Harriet Capital, LLC
69
2011
YES
Ernest E. Maddock
Former Chief Financial Officer, Micron
Technology, Inc.
64
2021
YES
Avid Modjtabai
Former Senior Executive Vice President,
Payments, Virtual Solutions and Innovation
Group, Wells Fargo
60
2014
YES
Adalio T. Sanchez
President, S Group Advisory LLC
63
2019
YES
Chair
A: Audit
C: Compensation and Leadership Development
• Member
CG: Corporate Governance
E: Executive
F: Finance
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Proxy Summary
2022 ANNUAL
PROXY STATEMENT
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ABOUT AVNET
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.
The CORE VALUES that drive our business and our people forward each day are:
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Proxy Summary
2022 ANNUAL
PROXY STATEMENT
FINANCIAL HIGHLIGHTS FOR FISCAL 2022
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CORPORATE GOVERNANCE HIGHLIGHTS
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COMPENSATION PROGRAM FOR FISCAL 2022
Below are the primary components of the fiscal 2022 executive compensation program:
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2022 ANNUAL
PROXY STATEMENT
PROXY STATEMENT for ANNUAL MEETING of SHAREHOLDERS
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DATE
November 17, 2022
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TIME
8:00 am local time
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PLACE
Avnet’s Headquarters
2211 South 47th Street
Phoenix, Arizona 85034
AND
Via Webcast at
www.virtualshareholder meeting.com/AVT2022
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RECORD DATE
September 19, 2022
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Avnet, Inc. (“Avnet” or the “Company”) to be voted at the annual meeting of shareholders to be held at the Company’s Corporate Headquarters, 2211 South 47th Street, Phoenix, Arizona 85034, on November 17, 2022, and at any and all postponements or adjournments thereof (the “Annual Meeting”), with respect to the matters referred to in the accompanying notice. Shareholders may attend the Annual Meeting either in person or through a webcast via the internet at www.virtualshareholdermeeting.com/AVT2022.
The approximate date on which this Proxy Statement and the enclosed form of proxy are first being sent or given to shareholders is October 3, 2022. Only holders of record of outstanding shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), at the close of business on September 19, 2022, the record date, are entitled to notice of and to vote at the Annual Meeting. Each shareholder is entitled to one vote per share held on the record date. The aggregate number of shares of Common Stock outstanding (net of treasury shares) at September 19, 2022, was 93,095,858, comprising all of the Company’s capital stock outstanding as of that date.
At the Annual Meeting you will be asked to elect the ten Director nominees named in the Proxy Statement, conduct an advisory vote on executive compensation, and ratify the appointment of KPMG LLP as the independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending July 1, 2023.
The cost of soliciting proxies relating to the Annual Meeting will be borne by the Company. Directors, officers, and employees of the Company may, without additional compensation, solicit proxies by mail, telephone, email or personal interview. The Company has not engaged an independent proxy solicitor in regards to the Annual Meeting. An independent inspector of election will be engaged to tabulate shareholder votes.
The Company is furnishing proxy materials to its shareholders primarily via the Internet. On or about October 3, 2022, the Company mailed to its shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Company’s proxy materials, including the 2022 Proxy Statement and the 2022 Annual Report, and how to vote. On or about October 3, 2022, certain shareholders, in accordance with their prior requests, were sent e-mail notifications of how to access proxy materials and vote, or have been mailed paper copies of the Company’s proxy materials and a proxy card or voting form.
Internet distribution of the Company’s proxy materials is designed to expedite receipt by shareholders, lower the cost of the Annual Meeting, and conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have
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Proxy Statement
2022 ANNUAL
PROXY STATEMENT
previously elected to receive the Company’s proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
The Company will request banks, brokerage houses and other institutions, nominees, and fiduciaries to forward the proxy materials to the beneficial owners of Common Stock and to obtain authorization for the execution of proxies. The Company will, upon request, reimburse banks, brokerage houses and other institutions, nominees, and fiduciaries for their reasonable expenses in forwarding the proxy materials.
PROXY AND REVOCATION OF PROXY
Proxies may be submitted by completing and mailing the proxy card or by submitting your proxy voting instructions by telephone or through the Internet. Shareholders who hold their shares through a broker, bank, or other nominee should contact their nominee to determine whether they may submit their proxy by telephone or Internet. Common Stock represented by a proxy properly signed or submitted and received at or prior to the Annual Meeting will be voted in accordance with the shareholder’s instructions. If a proxy card is signed, dated, and returned without indicating any voting instructions, the Common Stock represented by the proxy will be voted as the Board recommends. The Board of Directors is not currently aware of any business to be acted upon at the Annual Meeting other than as described in this Proxy Statement. If, however, other matters are properly brought before the Annual Meeting, the persons appointed as proxies will have discretion to vote according to their best judgment, unless otherwise indicated on any particular proxy. The persons appointed as proxies will have discretion to vote on adjournment of the Annual Meeting. Proxies will extend to, and be voted at, any adjournment or postponement of the Annual Meeting to the extent permitted under the Business Corporation Law of the State of New York and the Company’s By-laws.
Any shareholder may revoke a completed proxy card or voting instructions by submitting a written notice of revocation or a new proxy that is received by the Company prior to the Annual Meeting or by voting in person at the Annual Meeting. However, a proxy will not be revoked by simply attending the Annual Meeting and not voting. All written notices of revocation and other communications with respect to revocation by shareholders should be addressed as follows: Corporate Secretary, Avnet, Inc., 2211 South 47th Street, Phoenix, Arizona 85034. To revoke a proxy previously submitted by telephone or Internet, a shareholder of record can simply vote again at a later date, using the same procedures, in which case the later submitted vote will be recorded and the earlier vote will thereby be revoked. Please note that any shareholder whose shares are held of record by a broker, bank, or other nominee, and who provides voting instructions on a form received from the nominee, may revoke or change his or her voting instructions only by contacting the nominee who holds his or her shares. Such shareholders may not vote in person at the Annual Meeting unless the shareholder obtains a legal proxy from the broker, bank, or other nominee.
BROKER VOTING
Brokers holding shares of record for a shareholder may vote on certain limited matters if they do not receive timely instructions from the shareholder regarding how the shareholder wants the shares voted. There are also some matters (“non-routine matters”) on which brokers may not vote if they do not receive timely instructions from the shareholder. When a broker can not vote on a particular matter and the shareholder has not given timely instructions on how the broker should vote, then a “broker non-vote” results. Any broker non-vote would be counted as present at the meeting for purposes of determining a quorum, but would be treated as not entitled to vote with respect to non-routine matters. Therefore, a broker non-vote would not count as a vote in favor of or against such matters and, accordingly, would not affect the outcome of the vote.
The election of Directors (Proposal 1) and the advisory vote on executive compensation (Proposal 2) are classified as non-routine matters. Accordingly, brokers, banks, and other nominees will not be permitted to vote on any proposal other than the ratification of the appointment of the independent registered public accounting firm (Proposal 3) without instructions from the beneficial owners. As a result, the Company encourages all beneficial owners to provide voting instructions to your nominees to ensure that your shares are voted at the Annual Meeting.
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Proxy Statement
2022 ANNUAL
PROXY STATEMENT
MEETING ATTENDANCE
Admission to the Annual Meeting will be limited to shareholders. You are entitled to attend the Annual Meeting only if you are a shareholder of record as of the record date or hold a valid proxy for the meeting. To be admitted to the Annual Meeting, you must present proof of ownership of the Company’s Common Stock on the record date, which can be a brokerage statement or letter from a bank or broker indicating ownership on the record date, the Notice of Internet Availability of Proxy Materials, a proxy card, or legal proxy or voting instruction card provided by your broker, bank, or nominee. Any holder of a proxy from a shareholder must present the proxy card, properly executed, and a copy of the proof of ownership. Shareholders and proxyholders may also be asked to present a form of photo identification such as a driver’s license or passport. Backpacks, cameras, cell phones with cameras, recording equipment, and other electronic recording devices will not be permitted at the Annual Meeting. Failure to follow the meeting rules or permit inspection will be grounds for exclusion from the Annual Meeting.
If you choose to attend the Annual Meeting through the webcast, you will need to enter your 16-digit control number included with the Notice of Internet Availability or proxy card. Instructions on how to attend and participate in the Annual Meeting via the webcast are posted on www.virtualshareholdermeeting.com/AVT2022. You will be able to vote your Common Stock while attending the Annual Meeting by following the instructions on the website.
QUORUM
The presence at the Annual Meeting, in person or by proxy, of shareholders of record entitled to cast at least a majority of the votes that all shareholders are entitled to cast is necessary to constitute a quorum. Each vote represented at the Annual Meeting in person or by proxy will be counted toward a quorum. If a quorum should not be present, the Annual Meeting may be adjourned from time to time until a quorum is obtained.
REQUIRED VOTE AND BOARD RECOMMENDATIONS
Proposals
Voting
Standard
Board
Recommendation
Page
Reference
1
Election of Directors
Majority of
votes cast
FOR
8
2
Advisory vote on executive
compensation
Majority of
votes cast
FOR
35
3
Ratification of independent registered
public accounting firm
Majority of
votes cast
FOR
64
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2022 ANNUAL
PROXY STATEMENT
PROPOSAL 1: ELECTION OF DIRECTORS
RECOMMENDATION OF THE BOARD
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The Board recommends that shareholders vote FOR all ten nominees listed below.
DESCRIPTION OF PROPOSAL
Rodney C. Adkins, Carlo Bozotti, Brenda L. Freeman, Philip R. Gallagher, Jo Ann Jenkins, Oleg Khaykin, James A. Lawrence, Ernest E. Maddock, Avid Modjtabai, and Adalio T. Sanchez have been nominated for election as Directors at the Annual Meeting, to serve until the next annual meeting of shareholders and until their successors have been elected and qualified. After serving on the Company’s Board of Directors for 12 years, William H. Schumann, III reached the mandatory Board retirement age prior to the date of the Annual Meeting.
All the nominees are presently serving as Directors of the Board. The Corporate Governance Committee recommended to the Board all the nominees for re-election. Each nominee has consented to being named herein and to serving if elected.
If any nominee should become unavailable for election, either: (1) the persons named as proxies in the enclosed proxy card may vote for a substitute nominee or vote for the remaining nominees and leave a vacancy on the Board of Directors, whereby such vacancy may be filled by a majority vote of the Directors then in office or by the shareholders at a meeting, or (2) the Board may reduce the size of the Board and the number of nominees to eliminate the vacancy.
REQUIRED VOTE
To be elected, provided a quorum is present, each nominee must receive the affirmative vote of a majority of the votes cast with respect to his or her election. A majority of the votes cast means that the number of shares voted “for” a Director nominee must exceed the number of shares voted “against” that Director nominee. Abstentions are not counted in determining the votes cast, and therefore will have no effect on the outcome.
Brokers who hold shares of Common Stock as nominees may not vote such shares for a Director nominee.
If an incumbent nominee is not elected by the requisite vote, he or she must tender his or her resignation, and the Board, excluding such individual, will, within 90 days of the election, decide whether to accept such resignation and will disclose and explain its decision.
PROXY
Unless otherwise directed by the shareholder, the persons named as proxies on the proxy card will vote each properly signed and returned proxy card FOR the election of all ten nominees listed below.
NOMINEES
The following table sets forth the names and biographical information of the nominees as of September 19, 2022, including their age, principal occupation, the year they each first became a Director and the experience, qualifications, attributes, and skills that have led the Board to conclude that these nominees should serve as Directors of the Company.
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Proposal 1: Election of Directors
2022 ANNUAL
PROXY STATEMENT
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Director Since: 2015
Board Chair Since: 2018
Age: 64
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.
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Director Since: 2019
Age: 69
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, one 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.
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Proposal 1: Election of Directors
2022 ANNUAL
PROXY STATEMENT
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Director Since: 2018
Age: 58
Independent
Current Committee
Memberships:

Audit

Finance
BRENDA L. FREEMAN
Recent Business Experience:
Ms. Freeman has served as the Chief Brand Officer for Wunderkind, a digital performance marketing company, since January 2022. She has been a Venture Partner of Debut Capital since May 2021. She is also the founder of an advisory company, Joyeux Advisory Group, which was founded in 2018. 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 had 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.
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Proposal 1: Election of Directors
2022 ANNUAL
PROXY STATEMENT
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Director Since: 2020
Age: 61
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 and corporate leadership and management. The Board also benefits from his broad knowledge of the technology industry.
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Director Since: 2018
Age: 64
Independent
Current Committee
Memberships:
Compensation and Leadership Development

Corporate Governance
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.
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Proposal 1: Election of Directors
2022 ANNUAL
PROXY STATEMENT
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Director Since: 2018
Age: 57
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.
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Director Since: 2011
Age: 69
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.
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Proposal 1: Election of Directors
2022 ANNUAL
PROXY STATEMENT
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Director Since: August 25, 2021
Age: 64
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 and of Velodyne Lidar (NASDAQ: VLDR) since January 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.
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Director Since: 2014
Age: 60
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, and Director of Human Resources from 2005 to 2007. 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
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.
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Proposal 1: Election of Directors
2022 ANNUAL
PROXY STATEMENT
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Director Since: 2019
Age: 63
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; 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
The Board benefits from Mr. Sanchez’s significant experience in corporate leadership and management, global business, technology and innovation, and his extensive semiconductor expertise.
As of September 19, 2022, the Company’s Director nominees had the following attributes:
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2022 ANNUAL
PROXY STATEMENT
CORPORATE GOVERNANCE
The Board of Directors believes that good corporate governance practices provide an important framework that promotes long-term value, strength, and stability for shareholders. The Company’s governance highlights include:
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CORPORATE GOVERNANCE GUIDELINES
The Corporate Governance Guidelines (the “Guidelines”) collect in one document many of the corporate governance practices and procedures that have evolved at the Company over the years. Among other things, the Guidelines address the duties of the Board of Directors, director qualifications and selection process, director compensation, Board operations, management succession, Board committee matters, and director orientation and continuing education. The Guidelines also provide for annual self-evaluations by the Board and its committees. The Board reviews the Guidelines on an annual basis. The Guidelines are available on the Company’s website at www.ir.avnet.com/documents-charters.
As a general policy, as set forth in the Guidelines, the Board recommends the following limits as to the service of Directors on other boards of public companies: (1) Directors who are actively employed on a full-time basis may serve on up to two additional public boards; (2) an independent Chair of the Board, if not actively employed on a full-time basis, may serve on up to three additional public boards; and (3) Directors who are retired from active full-time employment may serve on up to four additional public boards.
DIRECTOR INDEPENDENCE
The Board of Directors believes that a substantial majority of its members should be independent directors. The Board has determined that ten out of the eleven current Directors are independent under the independence standards adopted by the Board (provided in Appendix A to the Guidelines), and under the independence requirements of the Nasdaq listing standards: Rodney C. Adkins, Carlo Bozotti, Brenda L. Freeman, Jo Ann Jenkins, Oleg Khaykin, James A. Lawrence, Ernest E. Maddock, Avid Modjtabai, Adalio T. Sanchez and William H. Schumann, III (collectively, the “Independent Directors”).
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Corporate Governance
2022 ANNUAL
PROXY STATEMENT
BOARD DIVERSITY MATRIX
The matrix below provides certain demographic information regarding the Company’s Board of Directors as of September 19, 2022, including Mr. Schumann who will retire from the Board following the Annual Meeting. The information is based on voluntary self-identification and the definitions provided under Nasdaq Rule 5605(f).
Board Diversity Matrix (As of September 19, 2022)
Board Size:
Total Number of Directors
 11
Gender Identity:
Female
Male
Directors
3
8
Demographic Background
 African American or Black
2
1
 Hispanic or Latinx
0
1
 White
1
6
 LGBTQ+
 1
Directors who identify as Middle Eastern: 1
BOARD LEADERSHIP STRUCTURE
Pursuant to the Guidelines, the Board has the flexibility to decide whether it is best for the Company at a given point in time for the roles of the Chief Executive Officer (“CEO”) and Chair of the Board (the “Chair”) to be separated or combined and, if separated, whether the Chair should be selected from the Independent Directors or be an employee of the Company. The Board believes that the Company and its shareholders are best served by maintaining this flexibility rather than mandating a particular leadership structure, and the Board has experience functioning effectively either way. The Board also believes its programs for overseeing risk would be effective under a variety of leadership frameworks and therefore do not materially affect how it structures its leadership. If the Chair is an employee of the Company, the Guidelines provide that the independent Directors will elect an active lead independent director.
Currently the roles are separated, whereby Mr. Adkins, an Independent Director of the Company, currently serves as the Chair and Philip R. Gallagher currently serves as the Chief Executive Officer. The Board has concluded that the current leadership structure is the appropriate framework at this time because it allows Directors to provide independent, objective, and effective oversight of management. Under this structure, the independent Chair is able to focus on Board performance and facilitating information flow between the Board and CEO. The independent Chair works closely with the CEO and Chief Legal Officer to set Board meeting agendas and meeting schedules, and chairs executive sessions at Board meetings. In addition, the Board believes that Mr. Adkin’s global business experience in the technology industry, international markets, and supply chain management, as well as his strong public board experience with outside companies, enables him to provide effective leadership to the Board.
EXECUTIVE SESSIONS
To promote free and open discussion and communication, Independent Directors meet in executive session at regularly scheduled Board meetings with neither non-Independent Directors nor management present.
DIRECTOR NOMINATIONS
The Corporate Governance Committee is responsible for identifying, screening, and recommending candidates for election to the Company’s Board of Directors. Pursuant to the Guidelines, the committee reviews a
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Corporate Governance
2022 ANNUAL
PROXY STATEMENT
potential candidate’s business experience; education; skill set; personal character and judgment; and diversity in factors such as age, gender, race, nationality, and culture. In addition, the Committee’s charter provides that the committee will consider criteria including the possession of such knowledge, experience, skills, expertise, and diversity so as to enhance the Board’s ability to manage and direct the affairs and business of the Company. Although the Corporate Governance Committee does not have a formal policy concerning diversity, the Company believes that valuing diversity makes good business sense. The Corporate Governance Committee includes women and minority candidates in the pool from which it seeks future Directors.
These above factors, and others considered useful by the Board, are reviewed in the context of an assessment of the perceived needs of the Board at a particular point in time. Directors must also possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of all shareholders. Board members are expected to diligently prepare for, attend, and participate in, all Board and applicable Committee meetings. Each Board member is expected to ensure that other existing and future commitments do not materially interfere with the member’s attendance at meetings and service as a Director.
The Corporate Governance Committee also reviews whether a potential candidate will meet the Board’s independence standards and any other Director or committee membership requirements imposed by law, regulation, or stock exchange rules.
Director candidates recommended by the Corporate Governance Committee are subject to full Board approval and subsequent annual election by the shareholders. The Board of Directors is also responsible for electing Directors to fill vacancies on the Board that occur due to retirement, resignation, expansion of the Board, or other events occurring between the shareholders’ annual meetings. The committee may retain a search firm, from time to time, to assist in identifying and evaluating Director candidates. When a search firm is used, the committee provides specified criteria for Director candidates, tailored to the needs of the Board at that time, and pays the firm a fee for these services.
Recommendations for Director candidates are also received from Board members and management, and may be solicited from professional associations as well.
The Corporate Governance Committee will consider recommendations of Director candidates received from shareholders on the same basis as recommendations of Director candidates received from other sources. The director selection criteria discussed above is used to evaluate all recommended Director candidates. Shareholders who wish to suggest an individual for consideration for election to the Company’s Board of Directors may submit a written recommendation to the Corporate Governance Committee by sending it to: Corporate Secretary, Avnet, Inc., 2211 South 47th Street, Phoenix, Arizona 85034. Shareholder recommendations must contain the following information:

The shareholder’s name, address, number of shares of the Company’s Common Stock beneficially owned, and, if the shareholder is not a record shareholder, evidence of beneficial ownership;

A statement in support of the candidate’s recommendation;

The candidate’s detailed biographical information describing experience and qualifications, including current employment and a list of any other boards of directors on which the candidate serves;

A description of all agreements, arrangements, or understandings between the shareholder and the Director candidate;

The candidate’s consent to be contacted by a representative of the Corporate Governance Committee for interviews and his or her agreement to provide further information if needed;

The candidate’s consent for a background check; and

The candidate’s consent to serve as a Director, if nominated and elected.
Under the Company’s By-laws, shareholders may also nominate a candidate for election at an annual meeting of shareholders. Details regarding this nomination procedure and the required notice and information are set forth elsewhere in this Proxy Statement under the heading “Shareholder Proposals and Nominations.”
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Corporate Governance
2022 ANNUAL
PROXY STATEMENT
BOARD AND COMMITTEE EVALUATION
The Board recognizes that a thorough, constructive evaluation process enhances the Board’s effectiveness and is an important element of good corporate governance. The evaluations are conducted through individual interviews with each Director, assessing both the Board and each standing committee on which that Director serves, utilizing a prepared questionnaire as a guide. On alternating years, the interviews are conducted either by the Board Chair or outside counsel engaged by the Board. Interviews solicit feedback on a range of topics, including:

Board and committee structure, effectiveness, composition, leadership, and skillsets;

meeting structure, dynamics, and materials;

execution of key responsibilities, including oversight of corporate strategy, CEO and senior leadership succession, enterprise risk management, cybersecurity, and environmental, social and governance matters;

interaction with management;

information and resources made available; and

for newer Directors, onboarding practices.
2022 Evaluation Process
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THE BOARD’S ROLE IN MANAGEMENT SUCCESSION
The Board of Directors is actively engaged and involved in talent management, under the leadership of the Corporate Governance Committee. The committee regularly reviews and discusses a management succession plan to provide for continuity in and development of senior management, which includes emergency CEO succession, CEO succession in the ordinary course of business, and succession for other members of senior management. The Board receives updates on the succession plan from the Company’s CEO and chief human resources officer at least semi-annually.
THE BOARD’S ROLE IN RISK OVERSIGHT
While the Company’s management is responsible for the day-to-day risk management process, the Board is responsible for the oversight of the Company’s risk management. With the oversight of the Board, the
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PROXY STATEMENT
management of the Company has developed an enterprise risk management program, whereby management identifies the top individual risks they believe the Company faces with respect to its business, operations, strategy, and other factors based on input from key business and functional leaders in the Company. Management evaluates those key risks and identifies ways to mitigate and manage such risks. At least annually, management reports on and discusses the identified risks and risk mitigation efforts with the Board. The Board allocates responsibility to examine a particular risk in detail to the committee that is in the best position to review and assess the risk. For example, the Audit Committee provides oversight of risks related to accounting/financial reporting and cyber security and the Compensation and Leadership Development Committee provides oversight of risks related to compensation programs.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation and Leadership Development Committee is a present or former officer or employee of the Company. In addition, during fiscal year 2022, no executive officer of the Company had served on the compensation committee or any similar committee of any other entity or served as a director for any other entity whose executive officers served on the Company’s Compensation and Leadership Development Committee.
CODE OF CONDUCT
The Company has a Code of Conduct that applies to Directors, officers, and employees, including the CEO and all financial and accounting personnel. The Code of Conduct can be reviewed at www.ir.avnet.com/documents-charters. Any future amendments to, or waivers for executive officers and Directors from certain provisions of, the Code of Conduct will be posted on the Company’s website.
POLICY AGAINST PLEDGING AND HEDGING ECONOMIC RISK OF OWNING THE COMPANY’S SECURITIES
The Trading Procedures for Insiders, which is part of the Company’s Insider Trading Policy, expressly prohibits Directors, executive officers, and other employees determined by the Company as “Insiders” (including their spouses, other persons living in their household and minor children, and entities over which they exercise control) from entering into hedging or monetization transactions to hedge the economic risk of owning the Company’s securities (or any other financial transactions that are designed to hedge or offset any decrease in market value of the Company’s equity securities) without advance approval. The policy similarly prohibits such individuals from holding the Company’s securities in a margin account and pledging the Company’s securities as collateral for loans without advance approval. The policy applies to all of the Company’s securities held, including options and any other derivative securities, regardless if granted by the Company as compensation. There were no exceptions approved during the last fiscal year.
The Company has focused its anti-hedging and anti-pledging policy primarily on Directors and executive officers because, as stewards and leaders of the Company, their interests should remain aligned with shareholder interests. The Company believes that Directors and executive officers should bear the same economic risks associated with holding the Company’s securities as do its shareholders and believes its anti-hedging policy will ensure this alignment.
REPORTING ETHICAL CONCERNS
The Audit Committee of the Board of Directors has established procedures for employees, shareholders, vendors, and others to communicate concerns about the Company’s ethical conduct or business practices including accounting, internal controls, or financial reporting issues. Matters may be reported in the following ways:
Employees of the Company are encouraged to contact their manager, a Human Resources representative, or a Code of Conduct Advisor to discuss matters of concern.
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Corporate Governance
2022 ANNUAL
PROXY STATEMENT
All persons, including employees, may contact:

The Legal Department, by telephone at (480) 643-7267, or by mail at 2211 South 47th Street, Phoenix, Arizona 85034; or

The Ethics Alertline at 1-800-861-2899 (within the United States and Canada) or via the Internet at www.avnet.alertline.com. Reports via the Ethics Alertline will be treated with appropriate confidentially and may be made on an anonymous basis where permitted by law.
STOCK OWNERSHIP GUIDELINES
The Board has adopted the following stock ownership guidelines for both the Directors and executive officers.
Directors should own, within five years of joining the Board, shares of the Company’s Common Stock worth at least five times the Director’s annual cash retainer. Shares that are awarded to Directors as part of director compensation, as well as phantom stock units acquired by Directors under a deferred compensation plan, count towards the guideline. The Board will evaluate whether exceptions should be made in the case of any Director who, due to his or her unique financial circumstances, would incur a hardship by complying with this requirement. As of July 2, 2022, each Director was in compliance with these guidelines.
Executive officers should own shares of the Company’s Common Stock with a market value equal to a multiple of their base salary:

5x for the Chief Executive Officer;

3x for the Chief Financial Officer and General Counsel; and

1x for other Executive Officers.
Shares underlying restricted stock units, vested performance share units, and shares acquired from the exercise of stock options count towards the guideline. Until the ownership level is met, executive officers must hold at least 50% of any net shares he or she receives upon the exercise of options or upon the delivery of any restricted stock units or performance share unit awards. As of July 2, 2022, executive officers subject to these guidelines satisfy these requirements.
THE COMPANY’S WEBSITE
In addition to the information about the Company and its subsidiaries contained in this Proxy Statement, extensive information about the Company can be found on its website located at www.avnet.com, including information about the Company’s management team, products and services, and its corporate governance practices. The corporate governance information on the Company’s website, located at www.ir.avnet.com/corporate-governance, includes the Guidelines, the Code of Conduct, the charters for each of the standing committees of the Board of Directors, and how a shareholder and other interested parties can communicate with the Board of Directors. In addition, amendments to the Code of Conduct and waivers granted to the Company’s Directors and executive officers under the Code of Conduct, if any, will be posted in this area of the website. Printed versions of the Guidelines, the Code of Conduct and the charters for the Board committees can be obtained, free of charge, by writing to the Company, Attention: Corporate Secretary, Avnet, Inc., 2211 South 47th Street, Phoenix, AZ 85034.
In addition, the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and other filings, including registration statements and Section 16 filings made by any of the Company’s executive officers and Directors with respect to the Company’s securities, with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended, are available on the Company’s website located at www.ir.avnet.com/financial-information/sec-filings as soon as reasonably practicable after the report or form is electronically filed with, or furnished to, the SEC.
This information about the Company’s website and its content, together with other references to the website made in this Proxy Statement, is for information only. The content of the Company’s website is not and should not be deemed to be incorporated by reference in this Proxy Statement or otherwise filed with the SEC.
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Corporate Governance
2022 ANNUAL
PROXY STATEMENT
DIRECTOR COMMUNICATIONS
Shareholders and other interested parties may contact the Company’s Board of Directors by writing to the Board of Directors, Attention: Corporate Secretary, Avnet, Inc., 2211 South 47th Street, Phoenix, Arizona 85034. They may also submit an email to the Board by filling out the email form on the Company’s website at www.ir.avnet.com/corporate-governance/contact-the-board.
Communications received are distributed to the Board, or to any individual Director or group of Directors as appropriate, depending on the facts and circumstances outlined in the communication. The Board of Directors has requested that items that are unrelated to the duties and responsibilities of the Board be excluded, including spam, junk mail and mass mailings, product and services inquiries, product and services complaints, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. Any product and services inquiries or complaints will be forwarded to the proper department for handling. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded. Any such communication will be made available to any non-employee Director upon request.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
The Company is committed to sustainability through its Environmental, Social and Governance (“ESG”) strategy, and to positively impact its global communities by creating sustainable operations and enabling technology solutions that improve lives. The Company strives to do the right thing and remain accountable to its key stakeholders by protecting the environment, embracing social responsibility and inclusiveness, and ensuring good corporate governance. Based on the Company’s ESG Materiality study, the ESG strategy currently focuses on one ESG topic within each pillar:
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The Company utilizes the Sustainability Accounting Standards Board (SASB) standards, the Global Reporting Initiative (GRI) standards, and the United Nation’s Sustainable Development Goals to assist in forming the basis for its ESG reporting.
The Company’s annual sustainability reports and additional information about the Company’s ESG strategy and initiatives (including its commitment to Human Rights, Community Engagement, Talent Management, and Data Security and Privacy) and ESG-relevant policies, are located at: https://www.avnet.com/wps/portal/us/about-avnet/corporate-social-responsibility/. The content of the sustainability reports and the Company’s website are not and should not be deemed to be incorporated by reference in this Proxy Statement or otherwise filed with the SEC.
ESG Governance
The Board’s Corporate Governance Committee provides oversight of the Company’s ESG strategy and initiatives. The ESG Governance Council is responsible for the implementation of ESG and sustainability strategies and policies. The council, which is made up of Avnet executive leaders, meets quarterly and oversees and supports the ESG Working Team. The ESG Working Team sets ESG and sustainability related strategy and goals that promote long-term shareholder value, integrates sustainability into the business strategy across the Company, and oversees the implementation of such strategy. The team is made up of global representatives from different levels of management, and meets monthly.
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PROXY STATEMENT
The Board of Directors and its Committees
The Board of Directors held four regular quarterly meetings during the fiscal year ended July 2, 2022 (“fiscal 2022”). During each of these regular quarterly meetings, the Independent Directors met separately in executive session, presided over by the Chair of the Board.
During fiscal 2022, each Director standing for reelection attended more than 90% of the combined number of Board meetings and applicable committee meetings.
Directors are expected to attend the annual meeting of shareholders, unless unusual circumstances prevent such attendance. Board and committee meetings are scheduled in conjunction with the annual meeting of shareholders. All then Directors attended the 2021 Annual Meeting of Shareholders held on November 18, 2021.
The Board currently has, and appoints the members of, a standing Audit Committee, Compensation and Leadership Development Committee, Corporate Governance Committee and Finance Committee. Each of these committees is comprised solely of non-employee Directors, reports regularly to the full Board, and annually evaluates its performance. In addition, the Board has established the Executive Committee to exercise certain powers and authority of the Board between Board meetings. The Board appoints the members of the Executive Committee, which consist of the Chair of the Board and the Chairs of each committee.
The members of the committees as of the date of this Proxy Statement are identified in the following table.
Committees
A
C
CG
F
E
Independent
Rodney C. Adkins (Board Chair)
Chair
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Carlo Bozotti
Chair
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Brenda L. Freeman
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Jo Ann Jenkins
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Oleg Khaykin
Chair
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James A. Lawrence
Chair
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Ernest E. Maddock
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Avid Modjtabai
Chair
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Adalio T. Sanchez
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William H. Schumann, III
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A: Audit Committee    C: Compensation and Leadership Development Committee    CG: Corporate Governance Committee
E: Executive Committee    F: Finance Committee
 Member
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The Board of Directors and its Committees
2022 ANNUAL
PROXY STATEMENT
AUDIT COMMITTEE
AUDIT COMMITTEE
Members:
Carlo Bozotti (Chair)
Brenda L. Freeman
Oleg Khaykin
Ernest E. Maddock
William H. Schumann, III
Meetings in fiscal 2022: 8
Audit Committee Financial Experts:
Carlo Bozotti (Chair)
Oleg Khaykin
Ernest E. Maddock
William H. Schumann, III
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 that equals or exceeds $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.
All the members of the Audit Committee are independent under the independence requirements of the Nasdaq listing standards and the independence standards adopted by the Board, and also meet the additional independence requirements for audit committee members established by the SEC. The Board has further determined that the following four members of the committee qualify as “audit committee financial experts” as defined by the SEC and meet the audit committee financial sophistication requirement of Nasdaq: Messrs. Bozotti, (the Chair of the Audit Committee), Khaykin, Maddock and Schumann.
The committee operates under a written charter that outlines the committee’s purpose, member qualifications, authority, and responsibilities. The committee reviews its charter and conducts an evaluation of its own effectiveness annually. The charter is available at www.ir.avnet.com/documents-charters.
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The Board of Directors and its Committees
2022 ANNUAL
PROXY STATEMENT
COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE
COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE
Members:
James A. Lawrence (Chair)
Jo Ann Jenkins
Avid Modjtabai
Adalio T. Sanchez
Meetings in fiscal 2022: 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.
The Compensation and Leadership Development Committee has the authority to retain an independent executive compensation consultant to assist in the evaluation of compensation for the Company’s executive officers and Directors, and to help ensure that the committee’s actions are objective and appropriate. The committee has the sole authority to retain, at the Company’s expense, and terminate any such consultant, including the sole authority to approve such consultant’s fees and other terms of engagement. The committee retained Meridian Compensation Partners, LLC (“Meridian”) as the committee’s independent compensation consultant for fiscal 2022. The committee assessed the independence of Meridian pursuant to the SEC and Nasdaq rules and concluded that no conflict of interest existed that prevented, or will prevent, Meridian from being an independent consultant to the committee.
All members of the committee meet the independence requirements of Nasdaq listing standards and the independence standards adopted by the Board, and also meet Nasdaq’s additional independence requirements for compensation committee members.
The committee operates under a written charter that outlines the purpose, member qualifications, authority, and responsibilities of the committee. The committee reviews its charter and conducts an evaluation of its own effectiveness annually. The charter is available at www.ir.avnet.com/documents-charters.
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TABLE OF CONTENTS
The Board of Directors and its Committees
2022 ANNUAL
PROXY STATEMENT
CORPORATE GOVERNANCE COMMITTEE
CORPORATE GOVERNANCE COMMITTEE
Members:
Avid Modjtabai (Chair)
Rodney C. Adkins
Jo Ann Jenkins
Adalio T. Sanchez
Meetings in fiscal 2022: 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.
All the members of the Corporate Governance Committee meet the independence requirements of Nasdaq listing standards and the independence standards adopted by the Board of Directors.
The committee operates under a written charter that outlines the committee’s purpose, member qualifications, authority, and responsibilities. The committee reviews its charter and conducts an evaluation of its own effectiveness annually. The charter is available at www.ir.avnet.com/documents-charters.
FINANCE COMMITTEE
FINANCE COMMITTEE
Members:
Oleg Khaykin (Chair)
Carlo Bozotti
Brenda L. Freeman
James A. Lawrence
Ernest E. Maddock
William H. Schumann, III
Meetings in fiscal 2022: 6
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.
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TABLE OF CONTENTS
The Board of Directors and its Committees
2022 ANNUAL
PROXY STATEMENT
All the members of the Finance Committee meet the independence requirements of Nasdaq listing standards and the independence standards adopted by the Board of Directors.
The committee operates under a written charter that outlines the committee’s purpose, member qualifications, authority, and responsibilities. The committee reviews its charter and conducts an evaluation of its own effectiveness annually. The charter is available at www.ir.avnet.com/documents-charters.
EXECUTIVE COMMITTEE
EXECUTIVE COMMITTEE
Members:
Rodney C. Adkins (Chair)
Carlo Bozotti
Oleg Khaykin
James A. Lawrence
Avid Modjtabai
Meetings in fiscal 2022: 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 needs shareholders’ approval under applicable law;

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.
All the members of the Executive Committee meet the independence requirements of Nasdaq listing standards and the independence standards adopted by the Board.
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TABLE OF CONTENTS
2022 ANNUAL
PROXY STATEMENT
Director Compensation
Directors who are also officers or employees of the Company do not receive any special or additional remuneration for service on the Board. Upon the recommendations of the Compensation and Leadership Development Committee and approvals of the Board of Directors, non-employee Directors received compensation for their services on the Board for fiscal 2022 as set out below.
Annual Compensation Components:
Cash Retainer(1) $ 100,000
Equity(2)
$ 160,000
Total:
$ 260,000
% of Cash to Equity
38/62
Additional Annual Amounts:(1)
Independent Chair Retainer $ 175,000
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
(1)
Paid in equal quarterly installments, unless the Director elects to defer under the Avnet Deferred Compensation Plan for Outside Directors, which is described in more detail under the caption “Deferred Compensation Plan” below. The amount is prorated for Directors who begin service after January 1.
(2)
Generally delivered each January, unless the Director elects to defer under the Avnet Deferred Compensation Plan for Outside Directors. The amount is prorated for Directors who begin service after January 1.
(3)
Includes Audit Committee Retainer.
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TABLE OF CONTENTS
Director Compensation
2022 ANNUAL
PROXY STATEMENT
The following table shows the total dollar value of all fees earned by and paid to all non-employee Directors in fiscal 2022 and the grant date fair value of stock awards to non-employee Directors made in fiscal 2022.
Name
Fees Earned or
Paid in Cash
($)
Stock Awards
($)
Total
($)
(a)
(b)
(c)
(h)
Rodney C. Adkins 276,875 160,000
436,875
Carlo Bozotti 125,000 160,000
285,000
Michael A. Bradley(1) 26,875
26,875
Brenda L. Freeman 107,500 160,000
267,500
Jo Ann Jenkins 100,000 160,000
260,000
Oleg Khaykin 118,750 160,000
278,750
James A. Lawrence 120,000 160,000
280,000
Ernest E. Maddock(2) 118,308 216,548
334,865
Avid Modjtabai 115,000 160,000
275,000
Adalio T. Sanchez 100,000 160,000
260,000
William H. Schumann, III 111,250 160,000
271,250
(1)
Mr. Bradley received one quarterly cash retainer payment prior to his retirement from the Board on November 18, 2021.
(2)
Mr. Maddock was elected to the Board on August 25, 2022, during fiscal 2022. As such, both his retainer and stock award include prorated amounts effective on his election.
PROCESS FOR REVIEWING NON-EMPLOYEE DIRECTOR COMPENSATION
The Board’s practice is to review the Company’s non-employee Director compensation program periodically based on recommendations from the Compensation and Leadership Development Committee, and any changes are generally made effective as of January 1 of the following calendar year. Historically, it has been the practice every two years for the committee to perform a comprehensive benchmarking review of the program, including each element of the program as well as the compensation in total.
In August 2022, the committee reviewed the results of a benchmarking study of non-employee Director compensation conducted by Meridian, the independent compensation consultant. The study analyzed market practices among the same peer group used by the committee for purposes of benchmarking executive compensation as well as a summary of practices from the Fortune 250. The Board’s compensation philosophy is to benchmark total non-employee Director compensation at mid-way between the medians of the peer group and Fortune 250. The study showed that the Company’s non-employee Director compensation program for fiscal 2022 was below the benchmark reference level. The committee recommended to the Board changes to non-employee Director compensation for fiscal 2023.
DEFERRED COMPENSATION PLAN
Under the Avnet Deferred Compensation Plan for Outside Directors, a non-employee Director may elect to defer all or a portion of annual equity compensation and receive phantom stock units instead. Each phantom stock unit is the economic equivalent of one share of Common Stock, and is settled in Common Stock on a one-for-one basis with fractional shares payable in cash. Phantom stock units will be settled when the Director no longer serves on the Board or upon a change of control of the Company, as provided under the plan.
The number of phantom stock units is determined by dividing the grant date fair value of the annual equity compensation by the average of the high and low price of the Common Stock on the national stock exchange constituting the primary market for the Common Stock on the first business day in January of each year then multiplying by the percentage of the equity compensation deferred.
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Director Compensation
2022 ANNUAL
PROXY STATEMENT
In addition, under the plan, a non-employee Director may elect to defer all or a portion of cash compensation either as cash or phantom stock units. Cash compensation deferred as cash is credited to a cash account established under the plan for the Director at the beginning of each quarter and earns monthly interest at a rate corresponding to the interest rate on U.S. Treasury 10-year notes on the first day of the month. During fiscal 2022, there were no “above market” earnings. The cash account is payable to the Director when the Director no longer serves on the Board or upon a change of control of the Company, as provided under the plan.
Except in connection with a change of control, the settlement of phantom stock units with Common Stock and payment of the cash account in cash will be made in ten annual installments unless the Director elects to receive in a single lump sum or annual installments not exceeding ten, with such election made within the timeframes required by the plan. In connection with a change of control, the settlement and payment will be made in a single lump sum.
If a Director dies, any remaining payments shall be made to the Director’s designated beneficiary.
D&O INSURANCE
As permitted by Section 726 of the Business Corporation Law of New York, the Company has in force directors’ and officers’ liability insurance and corporate reimbursement insurance. The policy insures the Company against losses from claims against its Directors and officers when they are entitled to indemnification by the Company, and insures the Company’s Directors and officers against certain losses from claims against them in their official capacities. All duly elected Directors and officers of the Company and its subsidiaries are covered under this insurance. The primary insurer is Federal Insurance Company, a Chubb Group insurance company. Excess insurers include XL Specialty Insurance Company, Zurich American Insurance Company, National Union Fire Insurance Co. of Pittsburgh, PA, Travelers Casualty and Surety Company of America, Endurance American Insurance Company, and Lloyd’s of London. The coverage was renewed effective August 1, 2022, for a one-year term. The total premium paid for both primary and excess insurance was $979,794. No claims were made or sums paid out under such insurance policies during fiscal 2022.
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TABLE OF CONTENTS
2022 ANNUAL
PROXY STATEMENT
EXECUTIVE OFFICERS OF THE COMPANY
Below are the names, ages and titles of the Company’s current executive officers as of September 19, 2022, as well as a summary of their backgrounds and business experience (Mr. Gallagher’s biography is listed earlier under “Proposal 1 Election of Directors — Nominees”).
Executive officers are generally appointed each year by the Board at a meeting following the annual meeting of shareholders and hold office until the next annual meeting or until their earlier death, resignation, or removal.
Name
Age
Office
Philip R. Gallagher
61
Chief Executive Officer and President, Electronic Components
Kenneth A. Jacobson
44
Chief Financial Officer
Ken E. Arnold
58
Senior Vice President and Chief People Officer
Michael R. McCoy
46
Senior Vice President, General Counsel and Chief Legal Officer
Leng Jin (Max) Chan
50
Senior Vice President and Chief Information Officer
Elizabeth A. McMullen
61
Senior Vice President, Operations
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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.
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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.
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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.
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Executive Officers of the Company
2022 ANNUAL
PROXY STATEMENT
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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.
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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.
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TABLE OF CONTENTS
2022 ANNUAL
PROXY STATEMENT
Security Ownership of Certain Beneficial Owners and Management
Unless otherwise stated, the following table sets forth information with respect to the Company’s Common Stock beneficially owned as of September 1, 2022 or, in respect of any 5% Holder, the date of such holder’s most recent Schedule 13D or Schedule 13G filed with the Securities and Exchange Commission (“SEC”) as of September 1, 2022, by: (a) persons that, to the Company’s knowledge, were the beneficial owners of more than 5% of the Company’s outstanding Common Stock (“5% Holders”), (b) each current Director and director nominee of the Company, (c) each of the executive officers named in the Summary Compensation Table in this Proxy Statement (“NEO”), and (d) all Directors and NEOs of the Company as a group. Except where specifically noted in the table, all the shares listed for a person or the group are directly held by such person or group members, with sole voting and dispositive power.
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)
55 East 52nd Street
New York, NY 10055
9,551,529
9,551,529
10.2%
Pzena Investment Management LLC.(2)
320 Park Avenue, 8th Floor
New York, NY 10022
12,185,337
12,185,337
13.1%
The Vanguard Group(3)
100 Vanguard Blvd.
Malvern, PA 19355
10,763,264
10,763,264
11.5%
Directors, Director Nominees and Named Executive Officers
Rodney C. Adkins, Chair 28,945(4) 0
28,945
*
Carlo Bozotti, Director 12,602 0
12,602
*
Brenda L. Freeman, Director 17,972(5) 0
17,972
*
Jo Ann Jenkins, Director 17,660 0
17,660
*
Oleg Khaykin, Director 36,647(6) 0
36,647
*
James A. Lawrence, Director 222,584(7) 0
222,584
*
Ernest E. Maddock, Director 5,265 0
5,265
Avid Modjtabai, Director 30,281 0
30,281
*
Adalio T. Sanchez, Director 12,602 0
12,602
*
William H. Schumann, III, Director 47,081(5) 0
47,081
*
Philip R. Gallagher, Chief Executive Officer, President, Electronic Components and Director
252,001(8) 221,510
473,511
*
Ken E. Arnold, SVP, Chief People Officer 36,851(9) 31,405
68,256
*
Leng Jin (Max) Chan, SVP, Chief Information Officer 21,661(10) 4,613
26,274
*
Michael R. McCoy, SVP, General Counsel 40,761(11) 17,086
57,847
*
Thomas Liguori, Former Chief Financial Officer 36,552(12) 74,303
110,855
*
All Directors and named executive officers as a group
(15 persons)(13)


819,465


348,917

1,168,382


1.2%
*
Represents less than 1%.
(a)
This column includes Restricted Stock Units allocated but not yet delivered to each executive officer and Phantom Stock Units owned by non-employee Directors.
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Security Ownership of Certain Beneficial Owners and Management
2022 ANNUAL
PROXY STATEMENT
(b)
Based on 93,367,334 shares of Common Stock outstanding (net of treasury shares) at September 1, 2022.
(1)
Based solely on information provided in Amendment No. 14 to a Schedule 13G filed with the SEC on February 1, 2022 by BlackRock, Inc., which reports sole voting power with respect to 9,080,246 shares and sole dispositive power with respect to 9,551,529 shares.
(2)
Based solely on information provided in Amendment No. 5 to a Schedule 13G filed with the SEC on January 19, 2022 by Pzena Investment Management, LLC, which reports sole voting power with respect to 9,394,480 shares and sole dispositive power with respect to 12,185,337 shares.
(3)
Based solely on information provided in Amendment No. 11 to a Schedule 13G filed with the SEC on February 9, 2022, by The Vanguard Group, which reports sole voting power with respect to 0 shares, shared voting power with respect to 54,022 shares, sole dispositive power with respect to 10,624,072 shares and shared dispositive power with respect to 139,192 shares.
(4)
Mr. Adkins’ ownership includes 4,888 Phantom Stock Units.
(5)
Ownership consists solely of Phantom Stock Units.
(6)
Mr. Khaykin’s ownership includes 27,647 Phantom Stock Units.
(7)
On September 2, 2022, Mr. Lawrence sold 138,967 shares.
(8)
Mr. Gallagher’s information includes 53,562 Common Stock owned by the Gallagher Family Trust and 153,095 Restricted Stock Units allocated but not yet vested.
(9)
Mr. Arnold’s ownership includes 24,994 Restricted Stock Units allocated but not yet vested.
(10)
Mr. Chan’s ownership includes 19,867 Restricted Stock Units allocated but not yet vested.
(11)
Mr. McCoy’s ownership includes 27,672 Restricted Stock Units allocated but not yet vested.
(12)
Mr. Liguori’s ownership Includes 30,066 Restricted Stock Units allocated but not yet vested.
(13)
Based on representations by Directors and Officers, none of the shares have been pledged as security.
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TABLE OF CONTENTS
2022 ANNUAL
PROXY STATEMENT
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act (“Section 16(a)”) requires that the Company’s Directors and executive officers and holders of more than 10% of the Company’s equity securities file with the SEC, within specified due dates, initial reports of beneficial ownership of the Company’s equity securities on Form 3; reports of changes in ownership of the Company’s equity securities on Form 4; and annual reports of changes in ownership of the Company’s equity securities on Form 5. As a matter of practice, the Company’s administrative staff assists Directors and executive officers with these reporting requirements. The Company is required to disclose whether it has knowledge that any person required to file such reports may have failed to do so in a timely manner.
Based solely on a review of the copies of the fiscal year 2022 Section 16(a) reports in the Company’s possession and on written representations from the Company’s Directors and executive officers that no other reports were required during the year ended July 2, 2022, the Company believes that during the fiscal year ended July 2, 2022, all Section 16(a) filings were timely filed.
RELATED PERSON TRANSACTIONS
The SEC rules generally define a related person transaction as any transaction, arrangement or relationship involving more than $120,000 in which the Company or any of its subsidiaries was, is or will be a party to and in which a Director, executive officer or their immediate family members has a material direct or indirect interest.
The Company has a variety of policies and procedures for identifying and reviewing related person transactions. The Company’s Code of Conduct and the Conflicts of Interest Policy generally prohibit and require the disclosure of any potential conflict of interest, including when the person will have a direct or indirect financial interest in a business with which the Company may have dealings. Exceptions to the policy’s prohibition are required to be pre-approved in writing.
As part of the process for its quarterly reporting obligations pursuant to Section 13(a) or 15(d) of the Exchange Act, the Company’s disclosure committee reviews whether there are any related person transactions that should be disclosed in the Company’s SEC filings. In addition, executive officers and Directors each complete a Director and Officers’ Questionnaire annually and Director nominees complete a New Director Questionnaire before election, which requests information regarding related person transactions. The Audit Committee reviews and approves or recommends to the Board to approve, as appropriate, certain related party transactions.
The Company’s Corporate Governance Guidelines also specify the standards for independence of Directors.
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2022 ANNUAL
PROXY STATEMENT
PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
RECOMMENDATION OF THE BOARD
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The Board recommends that shareholders vote FOR the advisory vote on the compensation of the Named Executive Officers as disclosed in this Proxy Statement.
DESCRIPTION OF PROPOSAL
As part of the Company’s commitment to high standards of governance and as required by Section 14A of the Exchange Act, the Board of Directors requests that the shareholders approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers (“NEOs”) as disclosed in this Proxy Statement. This proposal, commonly known as a “say on pay” proposal, gives shareholders the opportunity to express their views on the compensation of the NEOs. It is not intended to address any specific item of compensation, but rather the overall compensation of the NEOs and the philosophy, policies and practices described in this Proxy Statement.
Shareholders are urged to read the “Compensation Discussion and Analysis” along with the compensation tables and narrative discussion that follows, which discuss how the compensation program is implemented with respect to the NEOs.
The Board believes that the NEO’s compensation as described in this Proxy Statement was appropriate and recommends a vote “FOR” the following resolution:
RESOLVED, that the Company’s shareholders hereby approve, on a non-binding advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement for the 2022 Annual Meeting of Shareholders, pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
Although the vote is non-binding, the Compensation and Leadership Development Committee and the Board value shareholder opinions. If a significant number of votes are cast against the disclosed NEO compensation, the Board and Compensation and Leadership Development Committee will consider the shareholders’ concerns, evaluate what actions are necessary to address those concerns, and take such concerns into account in future determinations concerning the executive compensation program.
The Company currently conducts an annual advisory vote on NEO compensation and expects to conduct the next advisory vote at the 2023 Annual Meeting of Shareholders.
VOTE REQUIRED FOR APPROVAL
For approval, this proposal requires the affirmative vote of a majority of the votes cast by the shareholders present in person or by proxy, provided a quorum is present, at the Annual Meeting. Abstentions are not counted in determining the votes cast. Brokers who hold shares of Common Stock as nominees will not have discretionary authority to vote such Common Stock on this proposal. Therefore, a shareholder who does not vote at the Annual Meeting (whether due to abstention or a broker non-vote) will not affect the outcome of the vote but will reduce the number of affirmative votes required to achieve a majority for this matter by reducing the total number of shares from which the majority is calculated.
PROXY
Unless otherwise directed by the shareholder, the persons named as proxies on the proxy card will vote each properly signed and returned proxy card FOR the approval of the compensation of the Named Executive Officers as disclosed in this Proxy Statement.
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TABLE OF CONTENTS
2022 ANNUAL
PROXY STATEMENT
Compensation Discussion and Analysis
Table of Contents
Page
36
36
37
38
38
38
39
39
39
40
40
41
42
43
44
45
45
45
46
49
51
52
52
52
53
53
EXECUTIVE SUMMARY
The Company designs its compensation programs and practices around a pay-for-performance philosophy geared toward the achievement of short- and long-term goals. Senior executives are encouraged to think and behave like owners of the business and to consider the impact of their decisions and performance on the aggregate success of the Company as reflected in its total shareholder return (“TSR”). This section explains how the Compensation and Leadership Development Committee (“Compensation Committee” or “Committee”) made its compensation decisions for fiscal 2022 for the named executive officers (“NEOs”). The compensation awarded to the NEOs for fiscal 2022 is set forth in the Summary Compensation Table in this Proxy Statement.
Named Executive Officers (NEOs)
The NEOs for fiscal 2022 are listed below. The titles represent their current position with the Company. Please see “Executive Officers of the Company” for additional information on current officers’ roles with the Company.
NEOs
Position
Philip R. Gallagher
Chief Executive Officer (“CEO”) and President, Electronic Components
Thomas Liguori(1) Former 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
(1)
Mr. Liguori transitioned from CFO, effective September 6, 2022, to a senior advisor through March 31, 2023.
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TABLE OF CONTENTS
Compensation Discussion and Analysis
2022 ANNUAL
PROXY STATEMENT
Business Performance
The Company’s performance, including some of the financial performance metrics utilized in the Company’s incentive plans payable for fiscal 2022, is detailed in the table below.
Fiscal 2021
Fiscal 2022
% Change
$ in millions, except per share data
Sales $ 19,534.7 $ 24,310.7
24.5%
Gross profit dollars $ 2,240.6 $ 2,965.4
32.4%
Operating income $ 281.4 $ 939.0
233.7%
Adjusted operating income $ 407.0 $ 985.6
142.1%
Operating income margin 1.44% 3.86%
242 bps
Adjusted operating income margin 2.08% 4.05%
197 bps
Diluted earnings per share $ 1.93 $ 6.94
259.6%
Adjusted diluted earnings per share $ 2.71 $ 6.93
155.7%
Net working capital days 74.13 68.98
-6.9%
Return on Working Capital 10.01% 20.65%
1,064 bps

In addition to presenting financial results that are determined in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company also discloses certain non-GAAP financial information including adjusted operating income, adjusted operating income margin, adjusted income from operations, and adjusted diluted earnings per share from operations to exclude certain items in the table above. The Company believes that these metrics, adjusted for the impact of certain items, are useful measures to help shareholders better assess and understand the Company’s performance, especially when comparing results with previous periods, primarily because management views the excluded items to be outside of the Company’s normal operating results. See Appendix A to this Proxy Statement for a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures. Non-GAAP measures should be viewed in addition to, and not as an alternative for, financial results prepared in accordance with GAAP.

For more details on the Company’s performance, please see the Company’s Annual Report on Form 10-K for the fiscal year ending July 2, 2022, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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TABLE OF CONTENTS
Compensation Discussion and Analysis
2022 ANNUAL
PROXY STATEMENT
Summary of Incentive Compensation Design and Payouts for Fiscal 2022
FY22 Annual Cash Incentive Design and Payout: The annual cash incentive plan for fiscal 2022 consists of two components — financial performance metrics and non-financial performance metrics, weighted 80% and 20%, respectively. The financial performance metrics had three performance goals: (1) adjusted operating income dollars (OI$), weighted 40%, (2) return on working capital (ROWC), weighted 40% and (3) relative market share, weighted 20%. The financial goals for fiscal 2022 reinforced the focus on profitable growth by rewarding growth in operating income while maintaining an appropriate amount of sensitivity to the developments in gross margin and efficiency in the use of working capital. Relative market share measures the Company’s ability to increase market share against its competitors in its Core business. The non-financial performance metrics had two components: (1) environmental and social governance (“ESG”) team goals, weighted 50%; and (2) individual goals, weighted 50%. The ESG component is a team goal, which measures the executives’ collective efforts with respect to progress on various ESG metrics. The individual goals provides the opportunity to recognize each executive officer’s individual contributions to the Company and its goals. The Committee believes the design reflects the Company’s business strategy, and effectively drives behaviors and decisions consistent with the Company’s goals. The payout for the fiscal 2022 annual cash incentive awards was 167.84% for the CEO and other NEOs.
FY22 Long-Term Incentive Design: As the Company entered fiscal 2022, there was significant uncertainty in the global economy due to the continued impact of the COVID-19 pandemic, including disrupted global supply chains, constrained work force participation, disrupted logistics and distribution systems, and disrupted and volatile financial markets. Therefore, the long-term incentive plan for fiscal 2022 consists of 50% time-based restricted stock units and 50% time-based options. After a review of the Company’s strategic plan and current economic conditions, the Committee approved, for FY23, a mix of long-term incentive awards for the CEO and other NEOs of 50% performance share units (“PSUs”) and 50% time-based restricted stock units. The PSUs will be based on a combination of relative earnings per share (“EPS”), return on invested capital greater than the weighted average cost of capital (“ROIC > WACC”), and relative total shareholder return (“TSR”) as a modifier, measured over 3 years.
FY22 Long-term Performance Share Unit Payout: The PSUs granted in fiscal 2020, which had a performance period of fiscal 2020-2022 and vested at the end of fiscal 2022, were based on cumulative 3-year EPS with relative TSR as a modifier. The payout for the fiscal 2020-2022 PSUs for the CEO and participating NEOs was 62% of target, based on the achievement levels.
Philosophy and Objectives
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The Committees objective is to establish and administer a compensation program that supports the achievement of the Company’s business objectives and the alignment of executives’ interests with those of the shareholders by fairly and competitively rewarding short- and long-term performance that enhances shareholder value over time. The Company’s short-term incentive program employs multiple performance measures to ensure focus is on the entire business. The long-term incentive programs historically included, and beginning in FY23 will once again include, awards that vest over several different and overlapping periods to help ensure that performance during any one period was not maximized to the detriment of other periods. In addition to the annual cash incentive awards, equity awards vest over periods ranging from three to four years depending on the award type.
2021 Advisory Vote on Executive Compensation
At the Company’s annual shareholder meeting on November 18, 2021, the Company submitted its executive compensation program to an advisory vote of its shareholders (also known as the “say on pay vote”). This advisory vote received support from approximately 95.5% of the total votes cast at the annual meeting.
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Shareholder Outreach Efforts
The Company pays careful attention to any feedback received from its shareholders about the Company’s executive compensation program, including the say on pay vote, and its governance practices and policies. As has been its practice for several years, in fiscal 2022, the Company contacted its largest registered shareholders to seek their feedback on the Company’s corporate governance and executive compensation practices (“2022 Outreach”).
There were no significant concerns expressed during the 2022 Outreach that led the Committee to make material changes to the Company’s compensation programs. The Committee carefully considered and continues to consider the results of the say on pay vote and the feedback received from its shareholders in its subsequent executive compensation decision-making
COMPENSATION GOVERNANCE AND PROCESS
Role of the Committee and Board
In setting and implementing the Company’s executive compensation program:

The Committee oversees overall compensation structure, policies, and programs, and assesses the appropriateness of incentives for management and employees

The Committee administers short-term and long-term incentive plans and all equity-based compensation plans

The Committee oversees performance evaluations and reviews and approves compensation for all executive officers except the CEO

The Committee reviews and evaluates the CEO’s performance and makes recommendations to the Independent Directors regarding the CEO compensation

The Committee recommends the CEO’s target opportunity and actual compensation to the Independent Directors of the Board for their consideration and approval

The Committee reviews the compensation arrangements for executive officers to ensure that they do not encourage excessive risk-taking

The Independent Directors of the Board approve the compensation of the CEO
The Board utilizes a decision-making framework regarding CEO compensation. As part of this framework, the Board Chair leads the Board in conducting an annual evaluation of CEO performance relative to the performance goals and objectives previously established for the Company and the CEO for the fiscal year recently ended. The CEO’s performance objectives include goals relating to enterprise performance, market share improvement, growth in high service and new market segments, and creating a high-performance culture with a focus on people, talent, and diversity and inclusion.
When setting compensation for all executive officers, the Committee determines or recommends, as applicable, target compensation and performance goals by: (1) evaluating factors such as value of the job in the market and within the Company, the executive officer’s past performance, overall experience and time in the position, and expected future contributions; and (2) reviewing compensation summaries that tally the dollar value of the base salary, target annual cash incentive, target long-term incentives, and target total direct compensation. These summaries include benchmarking data comparing each of those elements to those of the peer group, which is further described below. For executive officers other than the CEO, the Committee also considers the CEO’s recommendations on compensation for the other executive officers.
After the end of the fiscal year, the Committee reviews the prior year’s performance by each executive officer and either approves or recommends, as applicable, incentive plan payouts for all executive officers.
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Role of Management
To aid in determining the compensation for the Company’s executive officers other than the CEO:

The CEO discusses the performance of each executive officer with the Committee

The CEO provides recommendations on the compensation levels for each executive officer (except the CEO) to the Committee

When making compensation recommendations, the CEO considers various items including:

value of the job in the market and within the Company

the executive officer’s performance

overall experience and time in the position

expected future contributions
Role of the Independent Compensation Consultant

Provides independent and objective advice to the Committee on the Company’s executive pay programs

Apprises the Committee of compensation-related trends in the marketplace

Informs the Committee on compensation-related regulatory developments

Assists with benchmarking peer group development and related market data for the Company’s officers

Advises on the design of the Company’s incentive compensation programs

Provides such additional reports and analyses as requested by the Committee from time-to-time
The Committee has retained Meridian Compensation Partners, LLC (“Meridian”) to serve as the independent compensation consultant. The terms of Meridian’s engagement are set forth in an engagement agreement that provides, among other things, that Meridian is engaged by, and reports only to, the Committee and will perform the compensation advisory services requested by the Committee.
Meridian did not provide any separate services to the Company during fiscal 2022 other than its services to the Committee. The Committee conducted its annual assessment of Meridian’s independence pursuant to applicable SEC and Nasdaq rules and concluded that Meridian’s work for the Committee during fiscal 2022 did not raise any conflicts of interest.
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Benchmarking
To ensure the Committee has the information necessary to set appropriate compensation levels, the Committee approves the overall approach for executive officer benchmarking, including selection of the benchmarking peer group.
FY22 Considerations for Benchmarking Peer Group Development:
FY22 Benchmarking Peer Group:

A distribution 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
The revenue and market capitalization for the benchmarking peer group median and the Company are shown in the table below.
Fiscal 2021 ($ in billions)
Revenue
Market Capitalization
Peer Group Median $ 14.4 $ 8.8
The Company $ 19.5 $ 4.3
For the CEO and CFO, the primary market data is sourced from the most recent proxy statements of the Company’s benchmarking peer group, as may be updated by additional SEC filings. Secondary market data is sourced from general industry surveys covering executive positions. For the remaining executive officers, the primary market data is sourced from the peer group’s proxy statement data, when available, or general industry surveys covering executive positions. The Committee reviews general industry survey data for similar roles at companies with comparable revenue and market capitalization. For fiscal 2022, the survey data came from the Willis Towers Watson 2020 U.S. General Industry Executive Survey.
As part of this benchmarking process, each executive officer’s proposed individual target compensation is evaluated against the market data, as are individual compensation elements such as base salary, annual cash incentives, long-term incentives, and total direct compensation.
The Committee does not view benchmarking as a prescriptive determinant of individual compensation. Rather, the Committee uses the market median as a general guide in its decisions on the target amount and
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mix of each element of compensation. The Committee also considers other factors, such as experience in the position and long-term performance of the individual. An executive officer’s actual compensation may be above or below target compensation and will vary from year to year based on financial results, future stock performance, as well as individual performance, reinforcing the Company’s pay-for-performance culture.
OVERVIEW OF PAY PROGRAMS
The primary components of the Company’s compensation program and the objectives of each component are set forth in the table below:
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 corporate and/or business unit short-term performance as well as strategic goals.
Key financial measures used to assess performance and align executives with shareholders’ interests.
Payouts dependent 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 reward share price appreciation.
In addition, each NEO may be eligible to receive certain other benefits summarized below. See “Elements of Executive Compensation — Additional Compensation Elements” for more information.
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