DEF 14A of Avnet Inc, Oct 2, 2023

DEF 14A of Avnet Inc

Filed Oct 2, 2023 · FY20230001104659-23-105871

Open on EDGAR

  1. SNAPSHOT OF 2023 DIRECTOR NOMINEES

    SNAPSHOT OF 2023 DIRECTOR NOMINEES

  2. SNAPSHOT OF 2023 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 | 65 | 2015 | YES | | | • | | ◦ | | Carlo Bozotti Industrial Partner, FSI | 70 | 2019 | YES | ◦ | | | • | • | | Brenda L. Freeman Founder, Joyeux Advisory Group | 59 | 2018 | YES | • | | • | | | | Philip R. Gallagher Chief Executive Officer, Avnet, Inc. | 62 | 2020 | NO | | | | | | | Jo Ann Jenkins Chief Executive Officer, AARP | 65 | 2018 | YES | | • | | • | | | Oleg Khaykin President and Chief Executive Officer, Viavi Solutions, Inc. | 58 | 2018 | YES | • | | | ◦ | • | | James A. Lawrence Chairman, Lake Harriet Capital, LLC | 70 | 2011 | YES | | ◦ | | • | • | | Ernest E. Maddock Former Chief Financial Officer, Micron Technology, Inc. | 65 | 2021 | YES | • | | | • | | | Avid Modjtabai Former Senior Executive Vice President, Payments, Virtual Solutions and Innovation Group, Wells Fargo | 61 | 2014 | YES | | • | ◦ | | • | | Adalio T. Sanchez President, S Group Advisory LLC | 64 | 2019 | YES | | • | • | | |

  3. SNAPSHOT OF 2023 DIRECTOR NOMINEES

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

  4. NOMINEES

    NOMINEES The following table sets forth the names and biographical information of the nominees as of September 18, 2023, 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.

  5. NOMINEES

    | Director Since: 2015 Board Chair Since: 2018 Age: 65 Independent Current Committee Memberships: • Corporate Governance • Executive (Chair) | RODNEY C. ADKINS | | | | Recent Business Experience: Mr. Adkins has served as the Company’s Chair of the Board since November 2018. He serves as the President of 3RAM Group LLC, a privately held company specializing in capital investments, business consulting services, and property management. Mr. Adkins formerly served as Senior Vice President of IBM from 2007 until 2014. In his 33-year career with IBM, Mr. Adkins held a number of development and management roles, including Senior Vice President of Corporate Strategy from 2013 to 2014 and Senior Vice President of Systems and Technology Group from 2009 to 2013. Mr. Adkins currently serves on the board of directors of United Parcel Service, Inc. (NYSE: UPS); W.W. Grainger, Inc. (NYSE: GWW), and PayPal Holdings, Inc. (Nasdaq: PYPL). From 2007 to 2013, he served on the board of directors of Pitney Bowes Inc. (NYSE: PBI) and from 2014 to 2019, he served on board of directors of PPL Corporation (NYSE: PPL). | | | | Primary Qualifications and Experience: | | | | • Operations | • International Business | | | • Technology/Digital Media | • Industry | | | • Risk Management | | | | The Board benefits from Mr. Adkins’ global business experience in the technology industry, including emerging technologies and services, international and emerging markets, and supply chain management. In addition, the Board believes he provides additional experience in the areas of corporate governance, strategy development, and senior leadership. | |

  6. NOMINEES

    | Director Since: 2019 Age: 70 Independent Current Committee Memberships: • Audit (Chair) • Finance • Executive | CARLO BOZOTTI | | | | Recent Business Experience: Mr. Bozotti has been an Industrial Partner of FSI since June 2018. FSI is an independent private equity firm based in Milan, Italy that is currently managing the fund FSI I and II, two of the largest European country-focused private equity funds. He served as the President and Chief Executive Officer and Sole Member of the Management Board of STMicroelectronics NV (ENXTPA: STM), a global semiconductor company, from 2005 until his retirement in May 2018. Prior to that, he served in various roles with STMicroelectronics since 1977, including senior executive officer and global general management roles. From 2008 to 2010, Mr. Bozotti also served as Chairman of Numonyx, a memory products joint venture between Intel and STMicroelectronics. He had been a member of the European Round Table of Industrialists, an advocacy group in the European Union consisting of approximately 50 European industrial leaders, from 2005 to 2018. Currently, he serves as a member of the Supervisory Board of BE Semiconductor Industries NV, known as Besi (AMS: BESI), a leading supplier of assembly equipment for global semiconductor and electronics industries. | | | | Primary Qualifications and Experience: | | | | • Industry | • Finance | | | The Board benefits from Mr. Bozotti’s extensive experience in the semiconductor industry as well as his strong experience in technology and innovation, finance, global business, corporate leadership and management, sales and marketing, and risk oversight. | |

  7. NOMINEES

    | Director Since: 2018 Age: 59 Independent Current Committee Memberships: • Audit • Corporate Governance | BRENDA L. FREEMAN | | | | Recent Business Experience: Ms. Freeman is the founder of an advisory company, Joyeux Advisory Group, which was founded in 2018. She has been a Venture Partner of Debut Capital since May 2021. Ms. Freeman formerly served as the Chief Executive Officer and a Director of Arteza, a direct-to-consumer arts and crafts supplies company, from February 2020 to April 2021. Previously she served as Chief Marketing Officer of Magic Leap, Inc., a private company focused on virtual retinal displays, from 2016 to 2019. Prior to that, she served as Chief Marketing Officer at the National Geographic Channel from 2015 to 2016; Vice President, Television Marketing at DreamWorks Animation SKG Inc. from 2014 to 2015; Chief Marketing Officer, Turner Animation, Young Adults and Kids Media at Turner Broadcasting Systems, Inc. from 2008 to 2014; and Senior Vice President, Integrated Marketing and Partnerships, Nickelodeon at MTV Networks Company from 2005 to 2008. She has also served in other leadership roles for MTV Networks Company, VH1, ABC Radio Networks, and PepsiCo, Inc. (Nasdaq: PEP). Ms. Freeman has served on the board of directors at WM Technology, Inc. (Nasdaq: MAPS) since June 2021, Blue Apron Holdings, Inc. (NYSE: APRN) since October 2020, and Caleres, Inc. (NYSE: CAL) since April 2017. Previously, she served on the board of directors of Herman Miller, Inc. (Nasdaq: MLHR) from 2016 to 2019 and Under Armour, Inc. (NYSE: UA) from 2012 to 2013. | | | | Primary Qualifications and Experience: | | | | • CEO | • Finance | | | • Technology/ Digital Media | • Marketing | | | • ESG | | | | The Board benefits from Ms. Freeman’s experience in corporate leadership, serving on other boards, and her strong background in marketing, technology, digital commerce, and digital transformation. | |

  8. NOMINEES

    | Director Since: 2020 Age: 62 Not Independent | Philip R. Gallagher | | | | Recent Business Experience: Mr. Gallagher has served as the Company’s Chief Executive Officer and a Director since November 2020, and as the President, Electronic Components since August 2018. He previously served as the Interim Chief Executive Officer from July 2020 until November 2020 and as the Global President, Core Distribution Business from May 2017 to August 2018. He began his career with the Company in 1982 and held executive leadership positions in sales, marketing and operations during his 38 years at the Company, with his last role as Global President of Technology Solutions from 2009 to 2014. He left the Company in 2014, and served as President, Americas Sales and Marketing at TTI, a leading authorized distributor of interconnect, passive, electromechanical and discrete components, from 2016 to 2017. He rejoined the Company in May 2017. Mr. Gallagher currently serves on the advisory council for Women in Electronics and is also a member of Greater Phoenix Leadership (GPL), an organization of leading CEOs focused on creating action on priority issues. | | | | Primary Qualifications and Experience: | | | | • Industry | • International Business | | | • Technology/Digital Media | | | | The Board benefits from Mr. Gallagher’s extensive experience in business operations, corporate leadership, and management. The Board also benefits from his broad knowledge of the technology industry. | |

  9. NOMINEES

    | Director Since: 2018 Age: 65 Independent Current Committee Memberships: • Compensation and Leadership Development • Finance | JO ANN JENKINS | | | | Recent Business Experience: Ms. Jenkins has served as the Chief Executive Officer of AARP, the nation’s largest nonprofit, nonpartisan organization dedicated to empowering people 50 and older to choose how they live and age, since 2014. Previously, she served as the Executive Vice President and Chief Operating Officer of AARP from 2013 to 2014 and President of the AARP Foundation from 2010 to 2013. Prior to that, Ms. Jenkins held various positions at the Library of Congress from 1994 to 2010, including Chief Operating Officer from 2007 to 2010. Ms. Jenkins has served on the board of directors of General Mills, Inc. (NYSE: GIS) since January 2020. | | | | Primary Qualifications and Experience: | | | | • CEO | • Operations | | | The Board benefits from Ms. Jenkins’ deep understanding of strategic management and innovative marketing, which she developed through her CEO and operational roles. She contributes valuable insights regarding corporate leadership and management, government affairs and community relations, and innovation and strategic transformation, including developing and implementing diversity strategies. | |

  10. NOMINEES

    | Director Since: 2018 Age: 58 Independent Current Committee Memberships: • Audit • Executive • Finance (Chair) | OLEG KHAYKIN | | | | Recent Business Experience: Mr. Khaykin has served as the President and Chief Executive Officer and member of the board of directors of Viavi Solutions Inc. (Nasdaq: VIAV), a provider of network and service enablement solutions, since February 2016. From 2015 to 2016, he served as a Senior Advisor at Silver Lake Partners. Prior to that, Mr. Khaykin served as President and Chief Executive Officer and a member of the board of directors of International Rectifier, a maker of power semiconductors, from 2008 until its acquisition by Infineon AG in 2015. From 2003 to 2008, he served as Executive Vice President and Chief Operating Officer of Amkor Technology, Inc. (Nasdaq: AMKR), and from 1999 to 2003 as Vice President of Strategy & Business Development at Conexant Systems, Inc. (Nasdaq: CNXT) and Mindspeed Technologies, Inc. (Nasdaq: MSPD). Mr. Khaykin had previously served on the boards of directors of Marvell Technology Group (Nasdaq: MRVL) from 2016 to July 2020 and Newport Corporation from 2010 until its acquisition by MKS Instruments in 2016. | | | | Primary Qualifications and Experience: | | | | • CEO | • Technology/ Digital Media | | | • International Business | • Risk Management | | | • Finance | • Marketing | | | • Operations | • Industry | | | The Board benefits from Mr. Khaykin’s significant corporate leadership and management experience and extensive experience in the semiconductor industry. His experience with technology companies, and as both a prior customer and supplier to the Company, brings valuable insights to the Board. | |

  11. NOMINEES

    | Director Since: 2011 Age: 70 Independent Current Committee Memberships: • Compensation and Leadership Development (Chair) • Executive • Finance | JAMES A. LAWRENCE | | | | Recent Business Experience: Mr. Lawrence serves as the Chairman of Lake Harriet Capital, LLC. He previously served as Chairman of Great North Star LLC from 2015 to 2017, Chairman of Rothschild North America from 2012 to 2015, and Chief Executive Officer of Rothschild North America and as co-head of global investment banking from 2010 to 2012. Prior to that, he served as Chief Financial Officer of Unilever PLC (LON: ULVR) from 2007 to 2009, Vice Chairman and Chief Financial Officer of General Mills, Inc. (NYSE: GIS) from 1998 to 2007, Executive Vice President and Chief Financial Officer of Northwest Airlines (Nasdaq: NWAC) from 1996 to 1998, and Chief Executive Officer of Pepsi-Cola Asia Middle East Africa Group from 1992 to 1996. Mr. Lawrence has served on the board of directors of Smurfit Kappa, Dublin (LON: SKG) since 2015 and AerCap Holdings, N.V. (NYSE: AER) since 2017. Previously he had served on the board of directors of International Airlines Group (LON: IAG) from 2010 to 2018. | | | | Primary Qualifications and Experience: | | | | • CEO | • Finance | | | • International Business | • Marketing | | | • Legal & Regulatory Oversight | • Risk Management | | | • Operations | | | | The Board benefits from Mr. Lawrence’s breadth of global business experience, including strategy development and compliance. Additionally, as a former Chief Financial Officer for multiple public companies, Mr. Lawrence has extensive experience in finance and accounting, particularly as it applies to public companies. | |

  12. NOMINEES

    | Director Since: 2021 Age: 65 Independent Current Committee Memberships: • Audit • Finance | Ernest E. Maddock | | | | Recent Business Experience: Mr. Maddock served as Chief Financial Officer and Senior Vice President of Micron Technology, Inc. (Nasdaq: MU) from 2015 until his retirement in 2018. Prior to that, he served as Chief Financial Officer of Riverbed Technology, Inc. from 2013 to 2015. From 1997 to 2013, Mr. Maddock served in various roles at Lam Research Corporation (Nasdaq: LRCX), last as Chief Financial Officer from 2008 to 2013. He has served on the board of directors of Ultra Clean Holdings Inc. (Nasdaq: UCTT) since June 2018; Velodyne Lidar (NASDAQ: VLDR), now Ouster, Inc. (NYSE: OUST), since January 2022; and Teradyne, Inc. (NASDAQ: TER) since November 2022. Mr. Maddock previously served on the board of Intersil Corporation (Nasdaq: ISIL) from 2015 to 2017. | | | | Primary Qualifications and Experience: | | | | • International Business | • Risk Management | | | • Finance | • Operations | | | The Board benefits from Mr. Maddock’s breadth of global business experience, including risk management and operations, and experience in the semiconductor industry. Additionally, as a former Chief Financial Officer for multiple public companies, Mr. Maddock has extensive experience in finance and accounting, particularly as it applies to public companies. | |

  13. NOMINEES

    | Director Since: 2014 Age: 61 Independent Current Committee Memberships: • Compensation and Leadership Development • Corporate Governance (Chair) • Executive | AVID MODJTABAI | | | | Recent Business Experience: Ms. Modjtabai served as the Senior Executive Vice President and head of the Payments, Virtual Solutions and Innovation Group at Wells Fargo (NYSE: WFC) until March 2020, when she retired from Wells Fargo after 27 years. Prior to that, she served in various leadership roles at Wells Fargo, including Group head for Wells Fargo Consumer Lending from 2011 to 2016; Chief Information Officer and head of Technology and Operations Group from 2008 to 2011; Chief Information Officer and head of technology from 2007 to 2008; Director of Human Resources from 2005 to 2007; Executive Vice President, Head, of the Internet Services Group from 2001 to 2005; Senior Vice President of Consumer Internet Services from 1999 to 2001; and held leadership roles in the enterprise internet services group, consumer deposits, and corporate strategy from 1993 to 2001. Ms. Modjtabai has served on the board of directors of Prologis, Inc. (NYSE: PLD) since February 2020. | | | | Primary Qualifications and Experience: | | | | • Finance | • Technology/ Digital Media | | | • Marketing | • Operations | | | • International Business | | | | The Board benefits from Ms. Modjtabai’s extensive experience in operations and strategy development. The Board also benefits from her experience in the areas of financial services and change management. | |

  14. NOMINEES

    | Director Since: 2019 Age: 64 Independent Current Committee Memberships: • Compensation and Leadership Development • Corporate Governance | ADALIO T. SANCHEZ | | | | Recent Business Experience: Mr. Sanchez is President of S Group Advisory LLC, a management consulting firm providing advisory services on business strategy, technology, and operational excellence. He also serves as Board Chair of ACI Worldwide Inc. (NASDAQ: ACIW), a software company serving the electronics payments market, since 2022 and on its board of directors since 2015; on the board of directors of Snap One Holdings Corp (Nasdaq: SNPO), a smart home technology solutions and distribution company, since 2021; and on the supervisory board of ASM International NV (OTCMKTS: ASMIY), a Netherlands-based semiconductor wafer fabrication equipment company, since September 2021. Mr. Sanchez also serves on the Board of Trustees of the MITRE Corporation, a not-for-profit firm that manages federally funded research and development centers supporting several U.S. government agencies, since 2018. Mr. Sanchez previously served on the board of Quantum Corporation (Nasdaq: QMCO), a computer storage solutions company, from May 2017 to April 2019, and served as interim CEO from November 2017 to January 2018. From 2014 to 2015, Mr. Sanchez served as Senior Vice President of the Lenovo Group Limited (HK: 0992), an international technology company. Prior to that, he spent 32 years at IBM Corporation (NYSE: IBM), a global technology and innovation company, from 1982 to 2014, where he served in various capacities including sixteen years in senior executive and global general management roles. | | | | Primary Qualifications and Experience: | | | | • Industry | • International Business | | | • Operations | • Technology/ Digital Media | | | • ESG | | | | The Board benefits from Mr. Sanchez’s significant experience in corporate leadership and management, international business, technology and innovation, and his extensive semiconductor expertise. | |

  15. NOMINEES

    As of September 18, 2023, the Company’s Director nominees had the following attributes:

  16. NOMINEES

    | CORPORATE GOVERNANCE |

  17. NOMINEES

    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:

  18. EXECUTIVE COMMITTEE

    | Director Compensation |

  19. EXECUTIVE COMMITTEE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | (a) | (b) | (c) | (h) | | Rodney C. Adkins | 280,000 | 180,000 | 460,000 | | Carlo Bozotti | 125,000 | 180,000 | 305,000 | | Brenda L. Freeman | 107,500 | 180,000 | 287,500 | | Jo Ann Jenkins | 100,000 | 180,000 | 280,000 | | Oleg Khaykin | 122,500 | 180,000 | 302,500 | | James A. Lawrence | 120,000 | 180,000 | 300,000 | | Ernest E. Maddock | 107,500 | 180,000 | 287,500 | | Avid Modjtabai | 115,000 | 180,000 | 295,000 | | Adalio T. Sanchez | 100,000 | 180,000 | 280,000 | | William H. Schumann, III(1) | 30,625 | — | 30,625 |

  20. PROCESS FOR REVIEWING NON-EMPLOYEE DIRECTOR COMPENSATION

    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 a sampling of the Fortune 250. Based on this review, the committee recommended to the Board changes to non-employee Director compensation for fiscal 2023, which the Board approved effective January 2023, as noted in the above table.

  21. DEFERRED COMPENSATION PLAN

    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 and then multiplying by the percentage of the equity compensation deferred. 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 Director Compensation 2023, 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.

  22. D&O INSURANCE

    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, 2023, for a one-year term. The total premium paid for both primary and excess insurance was $919,595. No claims were made or sums paid out under such insurance policies during fiscal 2023.

  23. D&O INSURANCE

    | EXECUTIVE OFFICERS OF THE COMPANY |

  24. D&O INSURANCE

    Below are the names, ages, and titles of the Company’s current executive officers as of September 18, 2023, as well as a summary of their backgrounds and business experience, except that 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.

  25. D&O INSURANCE

    | Name | Age | Office | | Philip R. Gallagher | 62 | Chief Executive Officer and President, Electronic Components | | Kenneth A. Jacobson | 45 | Chief Financial Officer | | Ken E. Arnold | 59 | Senior Vice President and Chief People Officer | | Michael R. McCoy | 47 | Senior Vice President, General Counsel and Chief Legal Officer | | Leng Jin (Max) Chan | 51 | Senior Vice President and Chief Information Officer | | Elizabeth A. McMullen | 62 | Senior Vice President, Operations | | Rebeca Obregon-Jimenez | 54 | Senior Vice President, Strategic Business Engagements and Supplier Management |

  26. D&O INSURANCE

    | | KENNETH A. JACOBSON | | | Kenneth A. Jacobson has served as Chief Financial Officer since September 6, 2022. Prior to that he had served as the Corporate Controller since 2013 and Principal Accounting Officer since February 2018. From August 2017 to January 2018, Mr. Jacobson served as the Interim Chief Financial Officer. Prior to joining the Company, Mr. Jacobson served as the Director of External Reporting and Accounting Research for First Solar Inc. from 2011 to 2013, where he led external reporting and provided accounting support for acquisitions and sales of solar power projects. Mr. Jacobson began his career in public accounting with PricewaterhouseCoopers (PwC) for ten years, where he worked with a variety of clients across various industries. |

  27. D&O INSURANCE

    | | 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. |

  28. D&O INSURANCE

    Executive Officers of the Company

  29. D&O INSURANCE

    | | 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. |

  30. D&O INSURANCE

    | | 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. |

  31. D&O INSURANCE

    | | 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. |

  32. D&O INSURANCE

    | | Rebeca Obregon-Jimenez | | | Rebeca Obregon-Jimenez has served as the Senior Vice President of Strategic Business Engagements and Supplier Management since December 2022. She has over 30 years of experience in the semiconductor industry and has built teams and businesses from inception to profitable worldwide market leaders. Prior to joining Avnet, she served in various roles at Amkor Technology, Inc. (NASDAQ: AMKR), including from January 2020 to December 2022 as Corporate Vice President of Advanced System in Package Business Unit; from December 2015 to January 2020 as Corporate Vice President of Sales, US East Region; from January 2015 to December 2015 as Senior Vice President of Strategic Program Management; and from August 2014 to December 2014 as Senior Vice President of Operations Finance. Prior to that she served in various leadership roles at Integrated Device Technology (NASDAQ: IDTI) from May 1999 to 2014 and Motorola, Semiconductor Products Sector from 1990 to 1999. She has also served since 2019 as Board Director at FormFactor (NASDAQ: FORM). |

  33. D&O INSURANCE

    | Security Ownership of Certain Beneficial Owners and Management |

  34. D&O INSURANCE

    Unless otherwise stated, the following table sets forth information with respect to the Company’s Common Stock beneficially owned as of September 1, 2023 or, in respect of any 5% Holder, the date of such holder’s most recent Schedule 13D or Schedule 13G filed with the SEC as of September 1, 2023, 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.

  35. D&O INSURANCE

    | Name of Beneficial Owner | Common Stock(a) | Stock Options Exercisable Within 60 Days | Total Common Stock Beneficially Owned | Percent of Class(b) | | 5% Holders | | | | | | BlackRock, Inc.(1) 50 Hudson Yards New York, NY 10001 | 9,243,635 | | 9,243,635 | 10.1% | | Dimensional Fund Advisors LP(2) 6300 Bee Cave Road, Bldg One Austin, TX 78746 | 5,934,049 | | 5,934,049 | 6.5% | | Pzena Investment Management LLC.(3) 320 Park Avenue, 8th Floor New York, NY 10022 | 9,282,603 | | 9,282,603 | 10.1% | | The Vanguard Group(4) 100 Vanguard Blvd. Malvern, PA 19355 | 10,224,425 | | 10,224,425 | 11.2% | | Directors, Director Nominees and Named Executive Officers | | | | | | Rodney C. Adkins, Chair | 33,417(5) | 0 | 33,417 | * | | Carlo Bozotti, Director | 16,936 | 0 | 16,936 | * | | Brenda L. Freeman, Director | 22,868(6) | 0 | 22,868 | * | | Jo Ann Jenkins, Director | 21,994 | 0 | 21,994 | * | | Oleg Khaykin, Director | 44,752(7) | 0 | 44,752 | * | | James A. Lawrence, Director | 15,100 | 0 | 15,100 | * | | Ernest E. Maddock, Director | 9,656(8) | 0 | 9,656 | | | Avid Modjtabai, Director | 34,615 | 0 | 34,615 | * | | Adalio T. Sanchez, Director | 16,936 | 0 | 16,936 | * | | Philip R. Gallagher, Chief Executive Officer, President, Electronic Components and Director | 335,478(9) | 293,070 | 628,548 | * | | Kenneth A. Jacobson, Chief Financial Officer | 66,021(10) | 0 | 66,021 | * | | Ken E. Arnold, SVP, Chief People Officer | 51,304(11) | 52,654 | 103,958 | * | | Michael R. McCoy, SVP, General Counsel | 57,460(12) | 34,172 | 91,632 | * | | Rebeca Obregon-Jimenez, SVP Strategic Business Engagements and Supplier Management | 17,438(13) | 0 | 17,438 | * | | Thomas Liguori, Former Chief Financial Officer(14) | 36,552(14) | 32,180 | 68,732 | * | | All Directors and named executive officers as a group (15 persons)(15) | 780,527 | 412,076 | 1,192,603 | 1.3% |

  36. D&O INSURANCE

    * Represents less than 1%. Security Ownership of Certain Beneficial Owners and Management (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. (b) Based on 91,540,663 shares of Common Stock outstanding (net of treasury shares) at September 1, 2023. (1) Based solely on information provided in Amendment No. 2 to a Schedule 13G filed with the SEC on June 8, 2023 by BlackRock, Inc., which reports sole voting power with respect to 8,854,574 shares and sole dispositive power with respect to 9,243,635 shares. (2) Based solely on information provided in a Schedule 13G filed with the SEC on February 10, 2023 by Dimensional Fund Advisors LP, which reports sole voting power with respect to 5,870,676 shares and sole dispositive power with respect to 5,934,049 shares. (3) Based solely on information provided in Amendment No. 6 to a Schedule 13G filed with the SEC on January 20, 2023 by Pzena Investment Management, LLC, which reports sole voting power with respect to 7,013,480 shares and sole dispositive power with respect to 9,282,603 shares. (4) Based solely on information provided in Amendment No. 12 to a Schedule 13G filed with the SEC on February 9, 2023, by The Vanguard Group, which reports sole voting power with respect to 0 shares, shared voting power with respect to 39,698 shares, sole dispositive power with respect to 10,092,753 shares and shared dispositive power with respect to 131,672 shares. (5) Mr. Adkins’ ownership includes 5,026 Phantom Stock Units. (6) Ownership consists solely of Phantom Stock Units. (7) Mr. Khaykin’s ownership includes 35,752 Phantom Stock Units. (8) Mr. Maddock’s ownership includes 4,391 Phantom Stock Units. (9) Mr. Gallagher’s information includes 53,562 Common Stock owned by the Gallagher Family Trust, 171,827 Restricted Stock Units allocated but not yet vested, and 35,594 Performance Stock Units earned but not yet vested. (10) Mr. Jacobson’s ownership includes 35,346 Restricted Stock Units allocated but not yet vested and 6,845 Performance Stock Units earned but not yet vested. (11) Mr. Arnold’s ownership includes 27,758 Restricted Stock Units allocated but not yet vested and 5,201 Performance Stock Units earned but not yet vested. (12) Mr. McCoy’s ownership includes 30,992 Restricted Stock Units allocated but not yet vested and 5,750 Performance Stock Units earned but not yet vested. (13) Ms. Obregon-Jimenez’s ownership includes 15,118 Restricted Stock Units allocated but not yet vested. (14) Mr. Liguori’s information is as of September 6, 2022, when he transitioned to a senior advisor. His ownership included 30,066 Restricted Stock Units allocated but not yet vested as of September 6, 2022. (15) Based on representations by Directors and Officers, none of the shares have been pledged as security.

  37. Summary of Incentive Compensation Design and Payouts for Fiscal 2023

    Summary of Incentive Compensation Design and Payouts for Fiscal 2023 Annual Cash Incentive Design and Payout: The annual cash incentive plan for fiscal 2023 consisted 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%. Relative market share measures the Company’s ability to increase market share against its main competitor in its Core business. The non-financial performance metric was comprised of goals related to talent acquisition, retention, and diversity and employee engagement. Each NEO’s achievement was determined on an individualized basis, which provided the opportunity to recognize each NEO’s individual contributions to the Company’s diversity and engagement goals. The payout for the fiscal 2023 annual cash incentive awards was 141.02% of target for the CEO and ranged from approximately 139.62% — 141.02% of target for other NEOs. Long-Term Incentive Design: The long-term equity incentive plan for fiscal 2023 consisted of 50% performance share units (“PSUs”) and 50% time-based restricted stock units (“RSUs”). The PSUs were divided equally into three tranches, each with a different one-fiscal year performance period, which collectively vest at the end of the third fiscal year. PSUs earned under each tranche will be based on (1) adjusted return on invested capital exceeding weighted average cost of capital (“ROIC>WACC”), weighted 50%, and (2) relative adjusted earnings per share growth, weighted 50%, with relative total shareholder return (“rTSR”) as a modifier. PSUs earned under the first tranche, but not yet vested or payable, for the CEO and participating NEOs was 144.57% of target based on the achievement levels.

  38. Role of the Independent Compensation Consultant

    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 2023 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 2023 did not raise any conflicts of interest.

  39. Benchmarking

    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.

  40. Benchmarking

    | FY23 Considerations for Benchmarking Peer Group Development: | FY23 Benchmarking Peer Group: | | ✓ A distribution, product, or related service company ✓ Revenues within range of Company revenues ✓ Market capitalization within range of Company market capitalization ✓ Global footprint ✓ Historical Company peer group ✓ Disclosed peer of a peer company ✓ Disclosed Company as a benchmarking peer ✓ In proxy advisors’ peer groups | Arrow Electronics, Inc. Celestica Inc. CDW Corporation Flex Ltd. Genuine Parts Company Insight Enterprises, Inc. Jabil, Inc. Sanmina Corporation Seagate Technology Holdings plc TD SYNNEX Corporation TE Connectivity Ltd. W.W. Grainger, Inc. WESCO International, Inc. Western Digital Corporation |

  41. Benchmarking

    The revenue and market capitalization for the benchmarking peer group median and the Company are shown in the table below.

  42. Benchmarking

    | | Fiscal 2022 ($ in billions) | | | | Revenue | Market Capitalization | | Peer Group Median | $17.9 | $9.3 | | The Company | $24.3 | $3.9 |

  43. Benchmarking

    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 2023, the survey data came from the Willis Towers Watson 2022 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 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.

  44. OVERVIEW OF PAY PROGRAMS

    | Pay Component | Objectives | Key Features | | Base Salary | Attract and retain executive talent in a competitive marketplace. | Reflects skills, contributions, and success over time in role. Reviewed annually to ensure competitiveness and alignment with individual performance. | | Annual Cash Incentives | Link variable compensation to short-term performance and strategic goals. | Key financial measures used to assess performance and align executives’ interest with shareholders’ interests. Payouts depend on meeting financial and non-financial performance goals. | | Long-Term Equity Incentives | Align executives with shareholders by rewarding long-term shareholder value creation. Reward stock price appreciation and tie executive wealth accumulation to long-term performance. | Encourages retention through multi-year vesting (three to four years) and rewards share price appreciation. Performance Share Units (PSUs) vest, if at all, at the end of a three-year period depending on meeting performance goals. |

  45. OVERVIEW OF PAY PROGRAMS

    | Pay Component | Brief Description | | Retirement Benefits | • Qualified cash balance plan (Pension Plan) • Qualified defined contribution plan (401(k) Plan) • Nonqualified retirement plans | | Executive Benefits | Limited perquisites | | Change of Control Agreements | Individual agreements providing enhanced severance for a qualifying termination following a change of control of the Company | | Executive Severance Plan | Plan providing severance benefits for executives, except for those covered by their employment agreements | | Employee Stock Purchase Plan | Qualified plan permitting Company stock purchases at a 5% discount, subject to plan limits |

  46. Compensation Governance Practices

    | What the Company Does: | | | | Aligns Pay-for-Performance. Historically, a significant portion of total compensation depended on achieving short- and long-term financial and operational goals that were designed to increase shareholder value over time. As executives gain responsibility and seniority and exercise more direct influence over the Company’s financial and operational performance, typically base salary as a percentage of total compensation decreases and performance-based pay increases. | | | Focuses on Long-Term Incentive Compensation. The long-term incentive compensation program is designed to provide a meaningful portion of compensation with the goal of having executive officers think and behave like owners over the long term. Long-term incentives, in the form of equity awards, vest over periods ranging from three to four years depending on the award type. | | | Uses Multiple Metrics in Incentive Plans. The annual cash and long-term incentive programs employ multiple performance measures to assure focus is on the entire business. Further, long-term incentive programs include awards that vest over several different and overlapping periods to help ensure that performance during any one period is not maximized to the detriment of other periods. | | | Uses Award Caps. Annual cash incentives and PSUs are capped at 200% of target to discourage excessive risk-taking. | | | Maintains Clawback Policy. The Company’s Incentive-Based Compensation Recoupment Policy, also known as a clawback policy, requires the Company to recoup incentive-based compensation erroneously awarded due to a financial restatement and allows recoupment for employee misconduct. | | | Conducts Annual Compensation Risk Assessment. The Committee annually assesses the Company’s compensation programs and determines whether the Company’s policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. | | | Maintains Stock Ownership Guidelines. The Company has stock ownership guidelines for its executive officers and, as of July 1, 2023, each executive officer was in compliance. | | | Grants Stock Options at Fair Market Value. When the Company grants stock options, the options are granted with an exercise price at the fair market value of the Company’s Common Stock on the date of the grant. | | | Maintains Compensation Committee Independence. The Compensation Committee is made up entirely of Independent Directors. | | | Maintains Compensation Consultant Independence. The Compensation Consultant does not provide any services to management other than its services to the Committee, and the Committee annually assesses the independence of the Compensation Consultant. |

  47. Compensation Governance Practices

    | What the Company Doesn’t Do: | | | | Doesn’t Provide for Excise Tax Gross-Ups. The Company’s change of control agreements do not provide for excise tax reimbursements to any of the Company’s executive officers. | | | Doesn’t Pay Dividends or Dividend Equivalents on Equity Awards. Equity awards may provide for the accrual of dividends or dividends equivalents during the vesting period, which are paid solely to the extent the underlying equity awards vest. Dividends or dividend equivalents are not paid on unearned PSUs. | | | Doesn’t Permit Hedging or Pledging of Company Shares. The Company’s Insider Trading Policy prohibits Directors and executive officers from hedging the Company’s securities and prohibits them from pledging the Company’s securities without advance approval. | | | Doesn’t Provide Above-Market Returns. The Company does not offer preferential or above-market returns on deferred compensation. | | | Doesn’t Reprice Awards. Repricing of stock options and stock appreciation rights is prohibited without shareholder approval. The Company does not have a history of repricing equity awards. | | | Doesn’t Provide Excessive Severance Benefits or Perquisites. The Company provides only limited severance benefits and perquisites to executives. | | | Doesn’t Reimburse or Indemnify Against Recouped Incentive-Based Compensation. The Company does not reimburse executive officers for recouped incentive-based compensation or indemnify or insure executive officers in connection with recoupment of incentive-based compensation under its clawback policy. |

  48. Annual Cash Incentives

    Annual Cash Incentives For fiscal 2023, the Committee approved the NEOs’ participation in the Company’s short-term incentive plan, making them eligible to receive annual cash incentive compensation based on pre-established performance goals as set forth in the following table. The design included both financial and non-financial metrics. The Committee believes the design reflects the Company’s business strategy, and effectively drives behaviors and decisions consistent with the Company’s strategic objectives.

  49. Annual Cash Incentives

    | Metrics | Weighting | Financial Performance Metrics | Weighting | Target Performance Goal | | Financial Performance | 80% | Adjusted Operating Income $(OI$) | 40% | $1,000.5 M | | | | Return on Working Capital % (ROWC) | 40% | 20.10% | | | | Relative Market Share | 20% | +50 bps | | Non-Financial Performance | 20% | Individual Goals | 100% | Individual contribution to the Company’s Diversity and Employee Engagement goals |

  50. Annual Cash Incentives

    Target Annual Cash Incentive. The Committee sets each NEO’s target incentive opportunity based on market competitive data, internal equity, and other factors. The annualized target annual cash incentive compensation for fiscal 2022 and fiscal 2023 for the NEOs is set forth in the following table:

  51. Annual Cash Incentives

    | NEO | FY 2022 | FY 2023 | % Change | % Base Salary | | Gallagher | $1,650,000 | $1,725,000 | 4.5% | 150% | | Jacobson(1) | $170,626 | $442,708 | 159.5% | 100% | | Arnold | $350,000 | $393,750 | 12.5% | 75% | | McCoy | $350,000 | $412,500 | 17.9% | 75% | | Obregon-Jimenez(2) | $— | $195,000 | — | 75% | | Liguori(3) | $585,000 | $438,750 | — | 100% |

  52. Annual Cash Incentives

    (1) For Jacobson, the target for fiscal 2023 reflects (1) the annual target of $179,166 prorated for the period in fiscal 2023 during which he served as Controller, which was $31,994; and (2) the annual target of $500,000 prorated for the period in fiscal 2023 during which he served as CFO, which was $410,714. (2) For Obregon-Jimenez, the target for fiscal 2023 reflects the annual target of $390,000 prorated for the period in fiscal 2023 during which she was employed by the Company. (3) For Liguori, the target for fiscal 2023 reflects the annual target of $585,000 prorated for the period in fiscal 2023 during which he was employed by the Company, prior to his departure on March 31, 2023. Financial Performance Metrics. For NEOs, 80% of their target annual cash incentive compensation was tied to the achievement of financial performance goals. Such goals are reviewed in conjunction with the Company’s budget for the upcoming fiscal year. When determining the goals, the Board seeks to ensure that they are fair, challenging, and forward-looking, without encouraging excessive risk-taking. Additionally, when determining the fiscal 2023 budget for executive compensation, the Board considered the Company’s results in fiscal 2022, projected growth, and the operating environment as projected by industry analysts. At its August 30, 2022 meeting, the Committee or the Board, as appropriate, finalized the financial performance goals and the target cash incentive compensation relating to such financial performance goals. Financial performance goals were based on the percentage achievement of the Company’s fiscal 2023: (1) Adjusted Operating Income Dollars (“OI$)”), (2) Return on Working Capital (“ROWC”) and (3) Relative Market Share. These goals 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. For purposes of the fiscal 2023 awards, definitions are as follows: • ROWC is defined as adjusted operating income divided by the quarterly average of working capital. Working capital is defined as total accounts receivable plus net inventories less accounts payable. • Relative market share measures the Company’s ability to increase market share against its main competitor in its Core business. It is defined as the relative organic sales growth in constant currency of the Company as compared to Arrow Electronics’ Components segment (“ARWC”) for fiscal 2023. Maximum annual cash incentive compensation relating to the financial performance goals was capped at 200% of target and no cash incentive compensation would be earned for such measures if actual performance was less than 80% of the financial targets. Non-Financial Performance Metrics. For NEOs, 20% of their target annual cash incentive compensation was tied to the individual achievement of non-financial performance goals regarding: • Talent Acquisition • Employee Engagement • Talent Retention • Diverse Representation The CEO communicated these focus areas and the desired behaviors and activities associated with them to the NEOs. At the end of the year, the CEO reviews each NEO, other than himself, against these focus areas. The CEO reviews and discusses these results with each NEO prior to making the recommendations to the Committee. Based on these and other factors, the CEO will recommend the percentage of achievement for each NEO to the Committee. Maximum annual cash incentive compensation relating to the non-financial performance goals was capped at 100% of target. Fiscal 2023 Goals. The fiscal 2023 financial performance metrics, weightings, goals, and methods for calculation are presented in the tables below.

  53. Annual Cash Incentives

    | Fiscal 2023 Adjusted OI$ Goals 40% Weighting | | | | | | % Attainment | Adjusted OI$ | % Payout | | Maximum | 133% | $1,334.2M | 200% | | > Target | 1% change = 1% change in attainment | $1,000.6M — $1,334.1M | 3% increase in payout per 1% increase in attainment | | Target | 100.0% | $1,000.5M | 100.0% |

  54. Annual Cash Incentives

    | Fiscal 2023 Adjusted OI$ Goals 40% Weighting | | | | | | % Attainment | Adjusted OI$ | % Payout | | < Target | 1% change = 1% change in attainment | $800.5M — $1,000.4M | 3% decrease in payout per 1% decrease in attainment | | Threshold | 80.0% | $800.4M | 40% |

  55. Annual Cash Incentives

    | Fiscal 2023 ROWC Goals 40% Weighting | | | | | | % Attainment | ROWC % | % Payout | | Maximum | 133% | 26.80% | 200% | | > Target | 1% change = 1% change in attainment | 20.11% — 26.79% | 3% increase in payout per 1% increase in attainment | | Target | 100.0% | 20.10% | 100.0% | | < Target | 1% change = 1% change in attainment | 16.09% — 20.09% | 3% decrease in payout per 1% decrease in attainment | | Threshold | 80.0% | 16.08% | 40% |

  56. Annual Cash Incentives

    | Fiscal 2023 Relative Market Share Goals 20% Weighting | | | | | Market Share Improvement/ (Decline) | % Payout | | Maximum | 300 bps | 200% | | > Target | 51-299 bps | 0.40% increase in payout per increase in bps from target | | Target | 50 basis points | 100.0% | | < Target | (269)-49 bps | 0.19% decrease in payout per decrease in bps from target | | Threshold | (270) bps | 40% |

  57. Annual Cash Incentives

    Results and Payout. For fiscal 2023, achievement of the financial performance goals and the percentages of target annual cash incentive earned with respect to the financial performance goals were as follows*:

  58. Annual Cash Incentives

    | Goal | Weighting | Target | Actual | % of Target Achieved | Payout % of Target | | Adjusted OI$(1) | 40% | $1,000.5M | $1,281.1 | 128.05% | 184.14% | | ROWC(1) | 40% | 20.10% | 19.70% | 98.01% | 94.03% | | Relative Market Share | 20% | 50 bps | 1,065 bps | NA | 200% |

  59. Annual Cash Incentives

    * See Appendix A to this Proxy Statement for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures. For additional information regarding the fiscal 2023 performance of the Company, please refer to the Company’s Annual Report on Form 10-K for the year ended July 1, 2023. (1) In order to eliminate variances due to changes in foreign currency exchange rates, the actual results for fiscal 2023 have been restated to be consistent with the budgeted foreign currency exchange rates used in developing the performance goals. The combination of the Adjusted OI$, ROWC, and Relative Market Share performance resulted in a total financial performance of 151.27% of target. The financial incentive payout delivered to participants was 121.02% of their total short-term incentive target, after applying the 80% weighting referenced above. The Audit Committee reviewed the FY23 short-term incentive calculations at their August 29, 2023 meeting. For fiscal 2023, achievement of the non-financial performance goals (weighted 20%) and the percentages of target annual cash incentive earned and approved by the Committee, or Board with respect to the CEO, with respect to the non-financial goals were as follows:

  60. Annual Cash Incentives

    | Non-Financial Goals | | | | NEO | Achievement | Payout % of Target | | Gallagher | 100% | 20% | | Jacobson | 100% | 20% | | Arnold | 100% | 20% | | McCoy | 100% | 20% | | Obregon-Jimenez | 100% | 20% | | Liguori | 100% | 20% |

  61. Annual Cash Incentives

    Based on achieving both the financial and the non-financial performance goals, the total incentive payout was 141.02% of target for all the NEOs except for Mr. Jacobson whose total incentive payout was 139.62% due to his prorated calculation as noted below. The below table reflects the achievement of the goals and the total annual cash incentive payout for each NEO.

  62. Annual Cash Incentives

    | | FY23 Annual Cash Incentives Payouts | | | | | | | | | | Financial (80% Weight) | | Non-Financial (20% Weight) | | Total Incentive Payout | | | NEO | Target $ | % of Target Earned | $ Actual | % of Target Achieved | $ Actual | % of Target | $ Actual | | Gallagher | $1,725,000 | 121.02% | $2,087,526 | 100% | $345,000 | 141.02% | $2,432,526 | | Jacobson(1) | $442,708 | 121.02% | $535,970 | 100% | $82,143 | 139.62% | $618,113 | | Arnold | $393,750 | 121.02% | $476,501 | 100% | $78,750 | 141.02% | $555,251 | | McCoy | $412,500 | 121.02% | $499,191 | 100% | $82,500 | 141.02% | $581,691 | | Obregon-Jimenez(2) | $195,000 | 121.02% | $235,982 | 100% | $39,000 | 141.02% | $274,982 | | Liguori(3) | $438,750 | 121.02% | $530,958 | 100% | $87,750 | 141.02% | $618,708 |

  63. Annual Cash Incentives

    (1) For Jacobson, the amounts reflect (1) the annual target of $179,166 prorated for the period in fiscal 2023 during which he served as Controller, which was achieved based solely on the financial performance metrics; and (2) the annual target of $500,000 prorated for the period in fiscal 2023 during which he served as CFO, which was achieved based on both financial and non-financial performance metrics. (2) For Obregon-Jimenez, the target for fiscal 2023 reflects the annual target of $390,000 prorated for the period in fiscal 2023 during which she was employed by the Company. (3) For Liguori, the target for fiscal 2023 reflects the annual target of $585,000 prorated for the period in fiscal 2023 during which he was employed by the Company, prior to his departure on March 31, 2023.

  64. Long-Term Incentives

    Long-Term Incentives For fiscal 2023, the Committee approved the NEOs’ participation in the Company’s long-term incentive plan, making them eligible to receive a mix of equity incentive compensation, to provide a strong incentive to increase shareholder value over time, align the NEOs’ interests with shareholders, and encourage retention. The fiscal 2023 equity incentive compensation consisted of restricted stock units (“RSUs”) and performance share units (“PSUs”) as set forth in the following table.

  65. Long-Term Incentives

    | Equity Vehicles | % of Target Value of LTIP Award | Metrics | Weight | | RSUs | 50% | Time-based Vesting | 100% | | PSUs | 50% | ROIC > WACC | 50% | | | | Relative EPS Growth | 50% | | | | Relative TSR Modifier | -10% to +10% |

  66. Long-Term Incentives

    Target Long-Term Incentives. The Committee sets each NEO’s target LTIP incentive value based on a number of factors, including benchmark data, the NEO’s responsibilities and duties, the NEO’s prior-year performance, and the Company’s performance. As a result, fiscal 2023 target LTIP incentive values vary among the NEOs and can vary from year to year. The fiscal 2023 LTIP equity incentive compensation is listed in the following table.

  67. Long-Term Incentives

    | | | | Target Value of LTIP | Total Value % Change | | NEO | RSUs (#) | PSUs (#) | Incentive ($) | from FY22 | | Gallagher | 73,864 | 73,864 | $6,500,000 | 30.0% | | Jacobson(1) | 14,204 | 14,205 | $1,250,000 | 160.4% | | Arnold | 10,796 | 10,795 | $950,000 | 18.8% | | McCoy | 11,932 | 11,932 | $1,050,000 | 27.3% | | Obregon-Jimenez(2) | — | — | $— | — | | Liguori(3) | — | — | $— | — |

  68. Long-Term Incentives

    (1) Jacobson’s LTIP incentive awards increased for fiscal 2023 in connection with his promotion to CFO. His LTIP award for fiscal 2022 consisted solely of RSUs granted under a different plan. (2) Obregon-Jimenez did not participate in the long-term incentive program for fiscal 2023. Instead, upon hire, she received a one-time equity award of $550,000 worth of RSUs ($400,000 to cover anticipated stock forfeiture from prior employer and $150,000 as a new hire grant). (3) Liguori did not participate in the fiscal 2023 long-term incentive program. Restricted Stock Units. RSUs allow the NEOs to earn shares of the Company’s common stock over a vesting period. Each RSU is the economic equivalent of one share of the Company’s common stock. When vested, the number of RSUs will be settled in a like number of shares of the Company’s common stock. RSUs granted in fiscal 2023 vest in four equal installments over three-and-a-half years. Performance Stock Units. PSUs provide the NEOs the opportunity to earn shares of the Company’s common stock based on the achievement of pre-approved performance metrics. Each PSU is the economic equivalent of one share of the Company’s common stock. If earned and vested, the number of PSUs will be settled in a like number of shares of the Company’s common stock. The PSUs granted in fiscal 2023 were equally divided into three tranches, each with a separate performance period. The performance period for the first tranche is fiscal 2023, the second is fiscal 2024, and the third is fiscal 2025. The PSUs earned under each tranche are based on the Company’s achievement during the applicable performance period of the performance metrics of (1) Adjusted Return on Invested Capital (“ROIC”) exceeding Weighted Average Cost of Capital (“WACC”) and (2) Relative Adjusted Earnings Per Share (“EPS”) Growth, both subject to the effect of a Relative TSR modifier (“rTSR”). The potential payout for each tranche will range from 0% to 200% of the NEOs target number of PSUs for each tranche. PSUs earned under each tranche will vest collectively at the end of the performance period ending June 28, 2025. The Committee selected ROIC > WACC as a measure of long-term performance because it aligns with shareholders’ interests to ensure that the Company is creating value by earning a return on invested capital that is greater than costs of the capital. The Committee also selected Relative Adjusted EPS Growth because it is a relevant metric to incentivize and measure performance against competitors and benchmarking peer group. In addition, the use of the rTSR modifier promotes a closer alignment between long-term incentive payments and shareholder returns delivered during each of the performance periods. For the purposes of the fiscal 2023 PSU awards, the definitions of the metrics and performance goals are as follows: • “ROIC > WACC” is defined as the percentage (number of basis points) that the Company’s Adjusted ROIC exceeds its WACC as measured by an accredited third-party source using a quarter-end average for each quarter in a fiscal year.

  69. Long-Term Incentives

    | ROIC > WACC | Threshold | Target | Maximum | | Performance Achievement | >=0% | 1.5% | >=3.0% | | Payout Percentage | 50% | 100% | 200% |

  70. Long-Term Incentives

    • “Relative Adjusted EPS Growth” is defined as the Company’s adjusted EPS growth ranking in a given fiscal year as compared to that of each company included in the Company’s Benchmarking Peer Group for fiscal 2023. Please see “Compensation Governance and Process — Benchmarking” for the list of peers for fiscal 2023.

  71. Long-Term Incentives

    | Relative Adjusted EPS Growth | Threshold | Target | Maximum | | Performance Achievement | Next to Last | Median | First | | Payout Percentage | 25% | 100% | 200% |

  72. Long-Term Incentives

    • “Total Shareholder Return” (or “TSR”) is defined as the percent calculated using the following formula: average stock price at the end of period minus the average stock price at the start of period plus dividends, divided by the average stock price at the start of period. The term “average stock price” means the 30-trading day average immediately before and including the start day of the performance period and the 30-trading day average immediately before and including the end day of the performance period. • rTSR is defined as the Company’s relative TSR ranking in a given fiscal year as compared to that of each company included in the Company’s Benchmarking Peer Group for fiscal 2023.

  73. Long-Term Incentives

    | rTSR | Threshold | Target | Maximum | | Performance Achievement | 13th | 8th | 4th | | Modifier | 0.9 | 1.0 | 1.1 |

  74. Long-Term Incentives

    If the Company’s actual achievement of ROIC > WACC, Relative Adjusted EPS Growth or rTSR is between two achievement levels set forth in the tables above, the percentage vesting shall be determined by linear interpolation. PSUs Earned Under First Tranche of Fiscal 2023 Grants. For PSU awards granted in fiscal 2023, the following tables summarize the achievement of performance goals under the first tranche during the performance period of fiscal year 2023 and the number of PSUs earned by each NEO. Earned PSUs will not vest and become payable until the end of the performance period for the third tranche, which is June 28, 2025.

  75. Long-Term Incentives

    | Goal* | Target | Actual | Payout | Weight | Weighted Payout | | ROIC>WACC | 1.5% | 4.66% | 200.00% | 50.00% | 100.00% | | Adjusted EPS Growth | 8th | 7th | 114.29% | 50.00% | 57.14% | | rTSR Modifier | 8th | 12th | | | 0.92x | | Total Earned | | | | | 144.57% |

  76. Long-Term Incentives

    * See Appendix A to this Proxy Statement for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures. For additional information regarding the fiscal 2023 performance of the Company, please refer to the Company’s Annual Report on Form 10-K for the year ended July 1, 2023.

  77. Long-Term Incentives

    | NEO(1) | Target PSUS | PSUs (#) Earned | | Gallagher | 24,621 | 35,594 | | Jacobson | 4,735 | 6,845 | | Arnold | 3,598 | 5,201 | | McCoy | 3,977 | 5,750 |

  78. Long-Term Incentives

    (1) Liguori and Obregon-Jimenez did not participate in the fiscal 2023 PSU plan.

  79. Additional Compensation Elements

    Additional Compensation Elements Qualified Pension Plan. The Company provides a retirement benefit to certain employees under a tax-qualified retirement plan (a type of tax-qualified defined-benefit plan commonly referred to as a cash balance plan). Cash balance plans are similar to a defined-contribution plan in that a participant’s benefit is a stated account balance. As a cash balance plan, the Pension Plan allows the Company to apply any earnings on the Plan’s investments beyond the fixed return provided to participants toward the Company’s future cash funding obligations. The Pension Plan, including NEO participation, is more fully described in the “Pension Benefits” section. 401(k) Plan. The Company provides a tax-qualified defined-contribution 401(k) Plan for employees after a 30-day waiting period. The plan allows eligible employees to make contributions on a pre- and post-tax basis through payroll deductions (up to IRS limits) and invest their contributions in one or more investment options. New employees are automatically enrolled for a 3% pre-tax contribution but have the ability to opt out before the effective date. The plan does not provide a Company match. Instead, the Company provides retirement contributions to eligible employees through the Pension Plan. Nonqualified Retirement Plans. The Company provides a retirement benefit to certain employees under the following nonqualified retirement plans: (1) the restoration pension plan (the “Restoration Plan”) and (2) the supplemental executive officers’ retirement plan (the “SERP”). The SERP was closed to new participants effective December 31, 2011, and the Restoration Plan was adopted effective January 1, 2012. Pursuant to the terms of the Restoration Plan and the SERP, any benefit payable under the Restoration Plan reduces the benefit payable under the SERP. A retirement plan is an important retention tool in the Company’s compensation program because the receipt of benefits is contingent on certain age and service requirements. Additionally, the nonqualified retirement plans include a performance-based element, because they are based in part on a participant’s yearly cash compensation. The Company balances the effectiveness of these plans as a compensation and retention tool with the cost of these plans. The SERP and Restoration Plan, including NEO participation, are more fully described in the “Pension Benefits” section. Executive Benefits. The Company provides NEOs with a limited number of perquisites that the Company and the Committee believe are reasonable and consistent with the Company’s overall compensation program and necessary to remain competitive. Perquisites include automobile program and cost of annual physical exams. Costs associated with the perquisites provided by the Company are included in the “All Other Compensation” column in the Summary Compensation Table. Change of Control Agreements. The Company has entered into a change of control agreement with each of the NEOs except for Ms. Obregon-Jimenez because she was not part of the Avnet Leadership Team during fiscal 2023. The change of control agreements encourage retention in the face of the disruptive impact of an actual or attempted change of control of the Company. The agreements also align NEO and shareholder interests by enabling the NEOs to consider corporate transactions that are in the best interests of the shareholders and other Company constituents without undue concern about their own employment. The change of control agreements do not provide for excise tax reimbursements to any of the NEOs. For more information, see “Potential Payouts Upon Termination and Change of Control” section. Executive Severance Plan. The Company approved an Executive Severance Plan on August 10, 2017 (“Executive Severance Plan”), whereby executive officers may be eligible to receive severance benefits if they are not entitled to severance payments under any other employment agreement. Under the Executive Severance Plan, if the Company terminates an executive’s employment without cause, the executive will receive: (1) one times their annual base salary, or in the case of the CEO two times their annual base salary; (2) health care benefit continuation for the duration of the severance period; and (3) the incentive payment based on the relevant performance factors in the year of termination. For purposes of the above, “cause” generally includes gross misconduct, breach of any material term of the agreement, willful breach, habitual neglect or wanton disregard of the executive’s duties, or conviction of certain criminal acts. Liguori was covered by the Executive Severance Plan, while Gallagher, Jacobson, Arnold, McCoy, and Obregon-Jimenez are each covered by their employment agreements. The employment agreements for Gallagher, Jacobson, Arnold, McCoy, and Obregon-Jimenez provide that if the Company terminates their employment without cause, they will receive a lump sum equal to: (1) base annual salary, and (2) target bonus for the year in which the termination occurs. For purposes of the above, “cause” generally includes gross misconduct, breach of any material term of the agreement, willful breach, habitual neglect or wanton disregard of the executive’s duties, or conviction of any criminal act. For more information, see “Potential Payouts Upon Termination and Change of Control” section. Employee Stock Purchase Plan (ESPP). The Company maintains the ESPP, which is a tax-qualified plan available to all employees of the Company and designated U.S. and Canadian subsidiaries who have been employed for at least three continuous months for at least 20 hours per week. The ESPP provides an opportunity to acquire an ownership interest in the Company through the purchase of the Company’s Common Stock at a 5% discount through payroll deductions.

  80. Equity Grant Practices

    Equity Grant Practices Equity incentive compensation decisions are generally made at the Board’s or Committee’s regularly scheduled meetings in August, which are generally scheduled at least one year in advance. Pursuant to the Company’s equity incentive plans, the exercise price of each stock option awarded to the executive officers is the closing price of the Company’s Common Stock on the date of grant. Options and other equity-based compensation may be granted in connection with a new hire or a promotion, in which case equity compensation may be granted at the Compensation Committee meeting at or about the time of hiring or promotion. Grants are made without regard to anticipated earnings or major announcements by the Company.

  81. Equity Grant Practices

    | COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE REPORT |

  82. Equity Grant Practices

    The Compensation and Leadership Development Committee has reviewed the Compensation Discussion and Analysis (“CD&A”) and discussed it with management. Based on its review and discussion with management, the Committee recommended to the Board of Directors that the CD&A be included in the Company’s 2023 Proxy Statement and incorporated by reference into the Company’s annual report on Form 10-K. This Report is provided by the following Independent Directors, who comprise the Committee: James A. Lawrence, Chair Jo Ann Jenkins Avid Modjtabai Adalio T. Sanchez

  83. Equity Grant Practices

    | COMPENSATION OF EXECUTIVE OFFICERS |

  84. Equity Grant Practices

    The following table sets forth information concerning the compensation provided to NEOs by the Company for the years indicated.

  85. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  86. SUMMARY COMPENSATION TABLE

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($)(1) (d) | Stock Awards ($)(2) (e) | Option Awards ($)(3) (f) | Non-Equity Incentive Plan Compensation ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) (h) | All Other Compensation ($)(5) (i) | Total ($) (j) | | Philip R. Gallagher | 2023 | 1,150,000 | | 6,078,268 | — | 2,432,526 | 27,780 | 28,253 | 9,716,827 | | Chief Executive Officer | 2022 | 1,100,000 | | 2,380,763 | 1,835,681 | 2,769,360 | 17,711 | 26,385 | 8,129,900 | | | 2021 | 958,962 | | 1,654,457 | 1,203,602 | 2,287,811 | 23,145 | 24,010 | 6,151,987 | | Kenneth Jacobson | 2023 | 482,081 | | 1,168,888 | | 618,113 | 16,493 | 26,474 | 2,312,049 | | Chief Financial Officer | | | | | | | | | | | Ken E. Arnold | 2023 | 525,000 | | 888,362 | — | 555,251 | 77,903 | 19,863 | 2,066,379 | | Chief People Officer | 2022 | 500,000 | | 380,922 | 293,706 | 587,440 | 34,433 | 18,053 | 1,814,554 | | | 2021 | 389,246 | | 295,680 | 216,410 | 440,470 | 42.850 | 17,725 | 1,402,381 | | Michael R. McCoy | 2023 | 550,000 | | 981,885 | — | 581,691 | 31,956 | 187,613 | 2,333,145 | | General Counsel and | 2022 | 500,000 | | 392,845 | 302,891 | 587,440 | 19,483 | 202,270 | 2,004,929 | | Chief Legal Officer | 2021 | 437,736 | | 319,407 | 233,720 | 437,230 | 27,585 | 106,153 | 1,561,831 | | Rebeca Obregon-Jimenez(6) | 2023 | 262,000 | 649,375 | 524,332 | — | 274,982 | — | 10,140 | 1,720,829 | | SVP, Strategic Business | | | | | | | | | | | Engagements and | | | | | | | | | | | Supplier Management | | | | | | | | | | | Thomas Liguori(7) | 2023 | 438,750 | | — | — | 618,708 | 128,718 | 22,327 | 1,208,503 | | Former Chief Financial Officer | 2022 | 585,000 | | 761,844 | 587,412 | 981,864 | 111,328 | 22,141 | 3,049,589 | | | 2021 | 530,000 | | 709,655 | 519,347 | 858,865 | 67,297 | 24,608 | 2,709,772 |

  87. SUMMARY COMPENSATION TABLE

    (1) Upon hire, Ms. Obregon-Jimenez received a one-time cash hiring bonus of $230,000, of which 50% was paid at time of hire and 50% will be paid after one year of the hiring date (“Hiring Bonus”). If she voluntarily terminates her employment during the first year, 100% of the Hiring Bonus previously paid must be repaid. If she terminates during the second year, 50% of the Hiring Bonus previously paid must be repaid, prorated by month. In addition, Ms. Obregon-Jimenez received a one-time cash bonus of $534,375 to cover an anticipated cash bonus forfeited from her prior employer (“Cash Bonus”). If she voluntarily terminates her employment within two years, a prorated share of the Cash Bonus previously paid must be repaid. (2) Amounts reflect the grant date fair value of awards of RSUs and PSUs, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures and dividends expected to be paid during the vesting period. The grant date fair value of RSUs awarded to each participating NEO in fiscal 2023 is as follows: Mr. Gallagher — $3,080,867; Mr. Jacobson — $592,449; Mr. Arnold — $450,301; Mr. McCoy — $497,684; and Ms. Obregon-Jimenez — $524,332. With respect to PSUs, the grant date fair value was computed based upon the target outcome of the performance conditions as of the grant date, which was consistent with the estimates used by the Company to measure compensation cost determined as of the grant date. Assuming the target performance is achieved for PSUs awarded in fiscal 2023, the grant date fair value of the PSUs awarded to each participating NEO is as follows: Mr. Gallagher — $2,997,401; Mr. Jacobson — $576,439; Mr. Arnold — $438,061 and Mr. McCoy — $484,201. Assuming the maximum payout of PSUs granted in fiscal 2023 is achieved, the grant date fair value of such awards would be for each participating NEO as follows: Mr. Gallagher — $5,994,802; Mr. Jacobson — $1,152,878; Mr. Arnold — $876,122 and Mr. McCoy — $968,401. Ms. Obregon-Jimenez was not granted PSU awards during fiscal 2023. Mr. Liguori was not granted RSU or PSU awards during fiscal year 2023. (3) There were no stock options granted during fiscal year 2023. For fiscal years 2022 and 2021, the amounts reflect the grant date fair values for stock option awards calculated using the Black-Scholes option pricing model. The amounts included in these columns relate to awards made in the fiscal year and reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and do not correspond to the actual amounts that will be realized by the NEOs. (4) Amounts include the net changes in the actuarial present value of accumulated benefits under the Company’s qualified and nonqualified retirement plans. For fiscal 2023, the increase in the actuarial present value of accumulated benefits under the Company’s qualified plan was as follows: Mr. Gallagher — $27,780; Mr. Jacobson — $3,640; Mr. Arnold — $27,465; Mr. McCoy — $5,381 and Mr. Liguori — $18,203. For fiscal 2023, the increase in the actuarial present value of accumulated benefits under the Company’s nonqualified retirement plans was as follows: Mr. Jacobson — $12,853; Mr. Arnold — $50,438; Mr. McCoy — $26,575; and Mr. Liguori — $110,515. Since Mr. Gallagher was a participant in the SERP, he is not also a participant in the Company’s nonqualified retirement plan. Mr. Gallagher received his final benefit payment under the SERP in fiscal 2023. Since Ms. Obregon-Jimenez does not have the requisite one year of service, she is not a participant in either the qualified or nonqualified retirement plans at the end of fiscal 2023. (5) Amounts include (a) expenses associated with the Company’s automobile program for each of the NEOs, and (b) the cost of annual physical exams. For Mr. McCoy, the amount for fiscal year 2023 includes $158,906 for tax equalization relating to his 2020 and 2021 tax returns in connection with his temporary assignment in Belgium and $28,234 for automobile related expense. For Mr. Jacobson, the amount for fiscal year 2023 includes $25,983 for auto related expense. None of the perquisites and personal benefits for the other NEOs exceeded the greater of $25,000 or 10% of the total amount of their benefits. (6) For Ms. Obregon-Jimenez, her salary and non-equity incentive compensation are prorated for the period in fiscal 2023 during which she was employed by the Company. (7) Mr. Liguori transitioned from CFO, effective September 6, 2022, to a senior advisor through March 31, 2023.

  88. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides information about equity and non-equity plan-based awards to the NEOs in fiscal 2023 relating to: (1) annual cash incentive awards, (2) RSUs, and (3) PSUs. The actual payouts earned in fiscal 2023 under the Non-Equity Incentive Plan Awards are included in the Summary Compensation Table as are the grant date fair values associated with the awards under the Equity Incentive Plan and All Other Stock Awards in the table below.

  89. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(#)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2)(i) | All Other Option Awards: Number of Securities Underlying Options (#)(2)(j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Grant Date Fair Value of Stock and Options Awards (l) | | Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Philip R. Gallagher | 8/30/2022 | 552,000 | 1,725,000 | 3,450,000 | — | — | — | — | — | — | — | | | 8/30/2022 | — | — | — | — | — | — | 73,864 | — | — | 3,080,867 | | | 8/30/2022 | — | — | — | 24,929 | 73,864 | 147,728 | — | — | — | 2,997,401 | | Kenneth Jacobson | 8/30/2022 | 150,624 | 442,708 | 885,416 | — | — | — | — | — | — | — | | | 8/30/2022 | — | — | — | — | — | — | 14,204 | — | — | 592,449 | | | 8/30/2022 | — | — | — | 4,794 | 14,205 | 28,410 | — | — | — | 576,439 | | Ken E. Arnold | 8/30/2022 | 126,000 | 393,750 | 787,500 | — | — | — | — | — | — | — | | | 8/30/2022 | — | — | — | — | — | — | 10,796 | — | — | 450,301 | | | 8/30/2022 | — | — | — | 3,643 | 10,795 | 21,590 | — | — | — | 438,061 | | Michael R. McCoy | 8/30/2022 | 132,000 | 412,500 | 825,000 | — | — | — | — | — | — | — | | | 8/30/2022 | — | — | — | — | — | — | 11,932 | — | — | 497,684 | | | 8/30/2022 | — | — | — | 4,027 | 11,932 | 23,864 | — | — | — | 484,201 | | Rebeca Obregon-Jimenez(3) | 12/30/2022 | 62,400 | 195,000 | 390,000 | — | — | — | — | — | — | — | | | 12/30/2022 | — | — | — | — | — | — | 13,224 | — | — | 524,332 | | | 12/30/2022 | — | — | — | — | — | — | — | — | — | — | | Thomas Liguori | 8/30/2022 | 140,400 | 438,750 | 877,500 | — | — | — | — | — | — | — | | | 8/30/2022 | — | — | — | — | — | — | — | — | — | — | | | 8/30/2022 | — | — | — | — | — | — | — | — | — | — |

  90. GRANTS OF PLAN-BASED AWARDS

    (1) For all the NEOs except Mr. Jacobson, the threshold column assumes payout of 32% of the target amount and the maximum column is 200% of the target amount. Mr. Jacobson’s target amount includes his incentive award granted prior to his promotion and his incentive award granted upon his promotion to CFO, both prorated, and his payout at threshold is 34% of the target amount. Achievement below the threshold would yield a payout of $0. (2) The vesting schedules for the RSU and PSU grants made in fiscal 2023 are as follows: (3) The target non-equity incentive award for Ms. Obregon-Jimenez is prorated for the period in fiscal 2023 during which she was employed by the Company.

  91. GRANTS OF PLAN-BASED AWARDS

    | Type of Awards Made in Fiscal 2023 | Vesting Schedule | | Restricted Stock Units (RSUs) | 25% each on the first business day in January of 2023 through 2026. | | Performance Share Units (PSUs) | Vests, to the extent earned under all three tranches if at all, at the end of fiscal 2025, June 28, 2025. The one-fiscal-year performance period for each tranche over the three-year period is measured on a discrete basis as further explained in the CD&A. |

  92. GRANTS OF PLAN-BASED AWARDS

    For additional description of the terms and awards of RSUs and PSUs made in fiscal 2023, see the description of long-term incentives in the CD&A and Note 12 to the Company’s Consolidated Financial Statements included in its Form 10-K for the fiscal year ended July 1, 2023.

  93. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information on the current holdings of stock options and stock awards by the NEOs as of July 1, 2023. This table includes unexercised and unearned option grants, as well as unvested RSUs. The PSUs in the table below include the unvested PSUs earned under the first tranche based on the achievement of performance goals for fiscal 2023 and assumes achievement of performance goals at target for the remaining two tranches. Each equity grant is shown separately for each NEO. The vesting schedule for each grant is shown following this table, based on the option grant date or stock award date. The market value of the stock awards is based on the closing market price of the Company’s Common Stock as of July 1, 2023, which was $50.45. For additional information about the option grants and stock awards, see the description of long-term incentives in the CD&A and Note 12 to the Company’s Consolidated Financial Statements included in its Form 10-K for the fiscal year ended July 1, 2023.

  94. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | | Name (a) | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (RSUs) (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (PSUs) (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) | | Philip R. Gallagher | 8/07/2014 | 19,532 | — | 40.88 | 8/06/2024 | — | — | — | — | — | | | 8/10/2017 | 25,068 | — | 36.80 | 8/09/2027 | — | — | — | — | — | | | 8/28/2018 | 23,920 | — | 48.62 | 8/27/2028 | — | — | — | — | — | | | 8/14/2019 | 23,925 | 7,975 | 39.72 | 8/13/2029 | 11/17/2020 | 14,891 | 751,251 | — | — | | | 11/17/2020 | 95,524 | 95,524 | 29.38 | 11/16/2030 | 8/23/2021 | 31,550 | 1,591,698 | — | — | | | 8/23/2021 | 48,563 | 145,689 | 39.62 | 8/22/2031 | 8/30/2022 | 55,398 | 2,794,829 | 84,837 | 4,280,027 | | Kenneth Jacobson | — | — | — | — | — | 8/19/2020 | 3,639 | 183,588 | — | — | | | — | — | — | — | — | 8/23/2021 | 6,058 | 305,626 | — | — | | | — | — | — | — | — | 8/30/2022 | 10,653 | 537,444 | 16,315 | 823,092 | | Ken E. Arnold | 2/18/2019 | 7,908 | — | 44.12 | 2/17/2029 | — | — | — | — | — | | | 8/14/2019 | 9,303 | 3,101 | 39.72 | 8/13/2029 | 11/16/2020 | 2,617 | 132,028 | — | — | | | 11/16/2020 | 16,802 | 16,802 | 29.85 | 11/15/2030 | 8/23/2021 | 5,048 | 254,672 | — | — | | | 8/23/2021 | 7,770 | 23,310 | 39.62 | 8/22/2031 | 8/30/2022 | 8,097 | 408,494 | 12,398 | 625,479 | | Michael R. McCoy | — | — | — | — | — | 4/01/2020 | 1,014 | 51,156 | — | — | | | — | — | — | — | — | 11/16/2020 | 2,827 | 142,622 | — | — | | | 11/16/2020 | 18,146 | 18,146 | 29.85 | 11/15/2030 | 8/23/2021 | 5,206 | 262,643 | — | — | | | 8/23/2021 | 8,013 | 24,039 | 39.62 | 8/22/2031 | 8/30/2022 | 8,949 | 451,477 | 13,705 | 691,417 | | Rebeca Obregon-Jimenez | 12/30/2022 | — | — | — | — | 12/30/2022 | 9,918 | 500,363 | — | — | | Thomas Liguori | 1/29/2018 | 10,032 | — | 43.47 | 03/31/2028 | — | — | — | — | — | | | 8/28/2018 | 22,148 | — | 48.62 | 03/31/2028 | — | — | — | — | — | | | 8/14/2019 | — | 8,861 | 39.72 | 03/31/2028 | — | — | — | — | — | | | 11/16/2020 | — | 40,322 | 29.85 | 03/31/2028 | 11/16/2020 | 6,281 | 316,876 | — | — | | | 8/23/2021 | — | 46,620 | 39.62 | 03/31/2028 | 8/23/2021 | 10,096 | 509,343 | — | — |

  95. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    Vesting schedules: • Stock options vest in 25% annual increments on the first through fourth anniversaries of the grant date. Stock options typically expire the day before the tenth anniversary of the grant date. The stock options for Mr. Liguori expire on the fifth anniversary of his termination date of March 31, 2023. • RSUs vest in 25% increments commencing on the first business day in January following the grant date (“commencement date”) and on the 1st, 2nd, and 3rd annual anniversary of the commencement date. • PSUs vest, if at all, at the end of the performance period for the third tranche. Performance is measured discretely for each tranche’s one-fiscal-year performance period and earned PSUs are banked until the end of the performance period for the third tranche at which time earned PSUs from all three tranches are vested and issued.

  96. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table provides information as to each of the NEOs: (1) stock options exercised during fiscal 2023, including the number of shares acquired upon exercise and the value realized, and (2) the number of shares acquired upon the vesting of stock awards in the form of RSUs, and the value realized, each before payment of any applicable withholding tax.

  97. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | | Philip R. Gallagher | 32,740 | 75,747 | 51,256 | 2,128,662 | | Kenneth Jacobson | — | — | 12,737 | 528,968 | | Ken E. Arnold | — | — | 9,232 | 383,405 | | Michael R. McCoy | — | — | 10,812 | 449,022 | | Rebeca Obregon-Jimenez | — | — | 3,306 | 137,298 | | Thomas Liguori | 82,445 | 1,050,163 | 13,689 | 568,504 |

  98. OPTION EXERCISES AND STOCK VESTED

    The value realized on vesting of stock awards are the RSUs that vested on January 3, 2023.

  99. PENSION BENEFITS

    PENSION BENEFITS Further to the discussion of the retirement benefits in the CD&A, the Company provides a retirement benefit under a tax-qualified retirement plan, or the Pension Plan, and a retirement benefit under nonqualified retirement plans. The Pension Plan is a type of tax-qualified defined benefit plan commonly referred to as a cash balance plan. A participant’s benefit under the Pension Plan is based on the value of the participant’s cash balance account, which is used for record keeping purposes and does not represent any assets of the Pension Plan segregated on behalf of a participant. In general, the Pension Plan defines annual earnings as a participant’s base salary, commissions, royalties, annual cash incentive compensation, and amounts deferred pursuant to plans described in Sections 125 or 401(k) (i.e., the 401(k) Plan) of the Code. Currently, the maximum amount of earnings on which benefits can be accrued is $330,000, which is the 2023 annual maximum established by the IRS. The Pension Plan offers participants distributions in the form of various monthly annuity payments and, in most cases, a lump sum distribution option is also available to participants who have terminated employment with the Company. The nonqualified retirement plans consist of the Restoration Plan and the SERP. The Restoration Plan is an excess benefit plan that provides retirement income to eligible U.S. employees whose Pension Plan benefit is limited by Code limits on compensation. The Restoration Plan uses the same eligibility, vesting, formula and distribution criteria (except in cases where Code section 409A applies) found in the Pension Plan, but without considering the Code-imposed limits on the Pension Plan. The excess benefit over the Code-imposed limits in the Pension Plan is paid from the Restoration Plan. The SERP provides for: (1) payment of a death benefit to the designated beneficiary of each participating officer who dies while he or she is an employee of the Company in an amount equal to twice the officer’s yearly earnings (including salary and cash incentive compensation); (2) a supplemental retirement benefit payable at age 65 (if the officer has satisfied certain age and service requirements) payable monthly for two years and in a lump sum thereafter to such officer or his or her beneficiary, with the total benefit equaling the present value of ten years of payments in an amount not to exceed 36% of the officer’s eligible compensation, which is defined as the average of the highest two of the last five years’ cash compensation prior to termination; or (3) a supplemental early retirement benefit equal to the benefit described in (2) above, except that such amount is reduced for each month prior to age 65 that the participant begins to receive the benefit. As discussed in the CD&A, the SERP was closed to new participants effective December 31, 2011, and the Restoration Plan was adopted effective January 1, 2012. Pursuant to the terms of both plans, any benefit payable under the Restoration Plan will reduce the benefit payable under the SERP. Thus, the maximum benefit payable to vested participants in both nonqualified plans will equal the benefit payable under the SERP. The table below shows the number of years of service credited to each such NEO, the actuarial present value of accumulated benefits payable to each of the NEOs as of the end of the fiscal year, and the payments made to each of the NEOs during the last fiscal year, if any. As noted under the Summary Compensation Table, Ms. Obregon-Jimenez is not yet eligible to participate in the Company’s qualified or nonqualified retirement plans. The present value of the accumulated benefit was determined using interest rate assumptions consistent with those used in the Company’s financial statements.

  100. PENSION BENEFITS

    | Name (a) | Plan Name (b) | Number of Years Credited Service (#)(1) (c) | Present Value of Accumulated Benefit ($)(d) | Payments During Last Fiscal Year ($) (e) | | Philip R. Gallagher | Pension Plan | 38.6 | 149,022 | — | | | Nonqualified Retirement Plans(2) | 39.6 | — | 2,500,900 | | Kenneth Jacobson | Pension Plan | 8.5 | 99,578 | — | | | Restoration Plan | 8.5 | 69,249 | — | | Ken E. Arnold | Pension Plan | 24.5 | 380,082 | — | | | Restoration Plan | 6.5 | 110,688 | — | | Michael R. McCoy | Pension Plan | 11.5 | 155,241 | — | | | Restoration Plan | 8.5 | 75,882 | — | | Thomas Liguori | Pension Plan | 4.0 | 107,552 | — | | | Restoration Plan | 4.0 | 273,809 | — |

  101. PENSION BENEFITS

    (1) Pursuant to the terms of the Pension Plan and Restoration Plan, an employee must wait until the next open period after his or her start date before being credited with any years of service. No participant is credited with any additional years of service under the Pension Plan, Restoration Plan or the SERP beyond their actual years of service. (2) Only Mr. Gallagher is a participant in the SERP.

  102. Employment Agreements, Severance Plan and Change of Control Agreements

    | CEO Pay Ratio |

  103. Employment Agreements, Severance Plan and Change of Control Agreements

    | PAY VERSUS PERFORMANCE |

  104. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  105. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Summary Comp. Table Total For PEO(1) | CAP to PEO(1)(2) | Summary Comp. Table Total For Former PEO(3) | CAP to Former PEO(3)(4) | Avg. Summary Comp. Table Total For non-PEO NEOs(5) | Avg. CAP to non-PEO NEOs(5)(6) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Millions)(9) | Adjusted OI$ (Millions)(10) | | | | | | | | | Company TSR(7) | Peer Group TSR(7)(8) | | | | 2023 | $9,716,827 | $13,428,971 | — | — | $1,928,181 | $1,950,485 | $208.95 | $218.46 | $770.8 | $1,220.9 | | 2022 | $8,129,900 | $9,883,510 | — | — | $2,031,221 | $1,912,506 | $170.48 | $177.30 | $692.4 | $985.6 | | 2021 | $6,151,987 | $8,577,743 | $2,910,076 | $377,147 | $1,862,076 | $1,527,825 | $157.58 | $199.58 | $193.1 | $407.0 |

  106. PAY VERSUS PERFORMANCE TABLE

    (1) Gallagher is the PEO for each of the years shown in the table. (2) To calculate CAP for Gallagher, the following amounts were deducted from and added to the Total Compensation reported in the Summary Compensation Table (“SCT”):

  107. PAY VERSUS PERFORMANCE TABLE

    | Year | 2021 | 2022 | 2023 | | SCT Total Compensation | $6,151,987 | $8,129,900 | $9,716,827 | | Minus: Grant-date fair value of awards reported in the SCT | $2,858,059 | $4,216,444 | $6,078,268 | | Plus: Vesting-date fair value of awards granted and vested in the covered year | $508,172 | $624,058 | $736,281 | | Plus: Year-end fair value of awards granted but remain unvested in the covered year | $4,344,273 | $4,349,379 | $6,808,722 | | Plus: Change in fair value of awards granted in prior year(s) that vested in the covered year | $70,402 | $457,714 | $164,293 | | Plus: Change in fair value of awards granted in prior year(s) that remain unvested in covered year | $363,638 | $535,110 | $2,089,549 | | Minus: Fair value of awards forfeited during the covered year | — | — | — | | Minus: Aggregate change in actuarial present value of accumulated benefit under pension plans | $23,145 | $17,711 | $27,780 | | Plus: Aggregate service costs and prior service costs for pension plans | $20,475 | $21,504 | $19,347 | | Compensation Actually Paid (CAP) | $8,577,743 | $9,883,510 | $13,428,971 |

  108. PAY VERSUS PERFORMANCE TABLE

    (3) William J. Amelio, who ceased to be the Chief Executive Officer on July 31, 2020, is the Former PEO for Fiscal 2021. (4) To calculate CAP for Amelio for Fiscal 2021, the following amounts were deducted from and added to the Total Compensation reported in the SCT:

  109. PAY VERSUS PERFORMANCE TABLE

    | Year | 2021 | | SCT Total Compensation | $2,910,076 | | Minus: Fair value of awards forfeited during the covered year | $2,641,141 | | Minus: Aggregate change in actuarial present value of accumulated benefit under pension plans | $88,339 | | Plus: Aggregate service costs and prior service costs for pension plans | $196,551 | | Compensation Actually Paid (CAP) | $377,147 |

  110. PAY VERSUS PERFORMANCE TABLE

    (5) The following are the non-PEO NEOs included for each year shown in the table: Fiscal 2023: Messrs. Liguori (former CFO), Jacobson, Arnold, and McCoy and Ms. Obregon-Jimenez. Fiscal 2022: Messrs. Liguori, Arnold, Chan, and McCoy. Fiscal 2021: Messrs. Liguori, Arnold, Chan, and McCoy as well as Peter G Bartolotta (who ceased serving as President, Business Transformation on October 1, 2020) and MaryAnn G. Miller (who ceased serving as SVP, Chief Administrative Officer on October 16, 2020). (6) To calculate the Average CAP for the non-PEO NEOs, the following amounts were deducted from and added to the average Total Compensation reported in the SCT:

  111. PAY VERSUS PERFORMANCE TABLE

    | Year | 2021 | 2022 | 2023 | | Average SCT Total Compensation | $1,862,076 | $2,031,221 | $1,928,181 | | Minus: Average grant-date fair value of awards reported in the SCT | $739,776 | $780,055 | $890,867 | | Plus: Average vesting-date fair value of awards granted and vested in the covered year | $136,771 | $115,456 | $124,990 | | Plus: Average year-end fair value of awards granted but remain unvested in the covered year | $591,136 | $402,321 | $555,985 | | Plus: Average change in fair value of awards granted in prior year(s) that vested in the covered year | $51,740 | $78,917 | $17,562 | | Plus: Average change in fair value of awards granted in prior year(s) that remain unvested | $155,548 | $69,871 | $224,960 | | Minus: Average fair value of awards forfeited during the covered year | $433,248 | — | — | | Minus: Average aggregate change in actuarial present value of accumulated benefit under pension plans | $136,997 | $43,134 | $63,768 | | Plus: Average aggregate service costs and prior service costs for pension plans | $40,575 | $37,909 | $53,442 | | Average Compensation Actually Paid | $1,527,825 | $1,912,506 | $1,950,485 |

  112. PAY VERSUS PERFORMANCE TABLE

    (7) Reflects the cumulative value of a $100 investment made on June 26, 2020 through the end of the applicable fiscal year, including the reinvestment of dividends. (8) The Peer Group is the one used in the Annual Reports on Form 10-K pursuant to Item 201(e)(ii) of Regulations S-K for each of the fiscal years noted, which is comprised of the following five companies: Agilysys, Inc.; Arrow Electronics Inc.; Insight Enterprises Inc.; Scansource Inc.; and TD Synnex Corporation. (9) As presented in the Company’s Consolidated Statements of Operations for each of the fiscal years ended, calculated in accordance with GAAP. (10) The Company’s selected measure, Adjusted Operating Income Dollars (OI$), is non-GAAP measure and was one of the financial performance metrics used in the fiscal 2023 annual cash incentive plan design for executive officers. Please see Appendix A for information on how this measure was calculated as well as a reconciliation to its most directly comparable GAAP measures.

  113. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES The following describes the relationship between CAP and the financial performance measures in the Pay Versus Performance Table, as well as the relationship between Company TSR and Peer Group TSR.