DEF 14A of Avnet Inc, Oct 7, 2025

DEF 14A of Avnet Inc

Filed Oct 7, 2025 · FY20250001104659-25-097498

Open on EDGAR

  1. SNAPSHOT OF 2025 DIRECTOR NOMINEES

    SNAPSHOT OF 2025 DIRECTOR NOMINEES

  2. SNAPSHOT OF 2025 DIRECTOR NOMINEES

    | | Age | Director Since | Independent | Avnet Committees | | | | | | | | | | A | C | CG | TR | E | | Rodney C. Adkins Chairman of the Board of Avnet, Inc, President, 3RAM Group LLC | 67 | 2015 | YES | | | • | | ◦ | | Brenda L. Freeman Founder, Joyeux Advisory Group | 61 | 2018 | YES | | • | • | | | | Philip R. Gallagher Chief Executive Officer, Avnet, Inc. | 64 | 2020 | NO | | | | | | | Helmut Gassel Co-founder and Partner of Silian Partners | 61 | 2024 | YES | • | | | • | | | Virginia L. Henkels Former CFO of Swift Transportation and Empowerment & Inclusion Capital I Corp. | 57 | 2024 | YES | • | | • | | | | Jo Ann Jenkins Chief Executive Officer, AARP | 67 | 2018 | YES | | ◦ | | • | • | | Oleg Khaykin President and Chief Executive Officer, Viavi Solutions, Inc. | 60 | 2018 | YES | • | | | ◦ | • | | Ernest E. Maddock Former Chief Financial Officer, Micron Technology, Inc. | 67 | 2021 | YES | ◦ | | | • | • | | Avid Modjtabai Former Senior Executive Vice President, Payments, Virtual Solutions and Innovation Group, Wells Fargo | 63 | 2014 | YES | | • | | • | | | Adalio T. Sanchez President, S Group Advisory LLC | 66 | 2019 | YES | | • | ◦ | | • |

  3. SNAPSHOT OF 2025 DIRECTOR NOMINEES

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

  4. Nominees

    Nominees The following tables set forth the names and biographical information of the nominees as of September 22, 2025, including their age, principal occupation, the year they first became a Director, and the experience, qualifications, attributes, and skills that led the Board to conclude that these nominees should serve as Directors.

  5. Nominees

    | Director Since: 2015 Board Chair Since: 2018 Age: 67 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) and W.W. Grainger, Inc. (NYSE: GWW). He previously served on the board of directors of Pitney Bowes Inc. (NYSE: PBI) from 2007 to 2013, PPL Corporation (NYSE: PPL) from 2014 to 2019, and PayPal Holdings, Inc. (Nasdaq: PYPL) from 2017 to 2025. | | | | Primary Qualifications and Experience: | | | | • Operations | • International Business | | | • Technology | • Industry | | | • Risk Management and Resiliency | | | | The Board benefits from Mr. Adkins’ global business experience in the technology industry, including emerging technologies and services, international and emerging markets, and supply chain management. He provides additional experience in the areas of corporate governance, strategy development, and senior leadership. | |

  6. Nominees

    | Director Since: 2018 Age: 61 Independent Current Committee Memberships: • Compensation and Leadership Development • 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 and Caleres, Inc. (NYSE: CAL) since April 2017. Previously, she served on the board of directors of Blue Apron Holdings, Inc. (NYSE: APRN) from 2020 to 2023, 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 | | | 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. | |

  7. Nominees

    | Director Since: 2020 Age: 64 Not Independent | PHILIP R. GALLAGHER | | | | Recent Business Experience: Mr. Gallagher has served as the Company’s Chief Executive Officer and a Director since November 2020, and as President, Electronic Components, since August 2018. He previously served as the Interim Chief Executive Officer from July 2020 until November 2020 and as the Global President, Core Distribution Business from May 2017 to August 2018. He began his career with the Company in 1982 and held executive leadership positions in sales, marketing, and operations during his 38 years at the Company, with his last role as Global President of Technology Solutions from 2009 to 2014. He left the Company in 2014, and served as President, Americas Sales and Marketing, at TTI, a leading authorized distributor of interconnect, passive, electromechanical and discrete components, from 2016 to 2017. He rejoined the Company in May 2017. Mr. Gallagher currently serves on the advisory council for Women in Electronics and is also a member of Greater Phoenix Leadership (GPL), an organization of leading CEOs focused on creating action on priority issues. | | | | Primary Qualifications and Experience: | | | | • Industry | • International Business | | | • Technology/Digital Media | • CEO | | | The Board benefits from Mr. Gallagher’s extensive experience in business operations, corporate leadership, and management. The Board also benefits from his broad knowledge of the technology industry. | |

  8. Nominees

    | Director Since: 2024 Age: 61 Independent Current Committee Memberships: • Audit • Technology and Risk | HELMUT GASSEL | | | | Recent Business Experience: Helmut Gassel is an experienced semiconductor executive with more than 30 years in the industry. Among other activities, he is currently Co-founder and Partner of Silian Partners, a group of semiconductor industry senior executives. He also serves as a Board Member for Nordic Semiconductor’s Board of Directors, since 2024. Prior to 2022, he held several leadership positions during his 27-year tenure at Infineon Technologies, including Board Member, Chief Marketing Officer, and Division President for Industrial Power Control. Mr. Gassel holds a Diploma in Nuclear Physics from Ruhr University Bochum and a Doctorate in Electrical Engineering from the University of Duisburg-Essen. | | | | Primary Qualifications and Experience: | | | | • International Business | • Technology/Digital Media | | | • Marketing | • Industry | | | The Board benefits from Mr. Gassel’s extensive experience in the semiconductor industry, technology and innovation, sales and marketing, global business, and corporate leadership and management. | |

  9. Nominees

    | Director Since: 2024 Age: 57 Independent Current Committee Memberships: • Audit • Corporate Governance | VIRGINIA L. HENKELS | | | | Recent Business Experience: Ms. Henkels served as Executive Vice President, Chief Financial Officer, and Treasurer of Swift Transportation Company from 2008 to 2017. She held various finance and accounting leadership positions with increasing responsibilities since 2004 at Swift Transportation and from 1990 to 2002 at Honeywell International, Inc., a global diversified technology and manufacturing company. Ms. Henkels also served as Chief Financial Officer and Secretary of Empowerment & Inclusion Capital I Corp., a special-purpose acquisition company focused on promoting equity and inclusion from 2020 to 2023. Ms. Henkels has served on the board of directors of Pursuit Attractions and Hospitality, Inc. (NYSE: PRSU) f/k/a Viad Corp. since November 2017, LCI Industries (NYSE: LCII) since September 2017, and privately-held Isaac Instruments since March 2023. From 2018 to 2021, Ms. Henkels served on the board of directors of Echo Global Logistics, Inc. (Nasdaq: ECHO). | | | | Primary Qualifications and Experience: | | | | • International Business | • Risk Management and Resiliency | | | • Finance | | | | The Board benefits from Ms. Henkels’ experience with finance, accounting, capital markets, investor relations, strategy development, risk management, financial reporting, audit, and corporate governance. | |

  10. Nominees

    | Director Since: 2018 Age: 67 Independent Current Committee Memberships: • Compensation and Leadership Development (Chair) • Executive • Technology and Risk | JO ANN JENKINS | | | | Recent Business Experience: Ms. Jenkins 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, from 2014 until her retirement in 2024. 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 Aon plc (NYSE: AON) since August 2025 and General Mills, Inc. (NYSE: GIS) since January 2020. | | | | Primary Qualifications and Experience: | | | | • CEO • Marketing | • Operations • Risk Management and Resiliency | | | 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. | |

  11. Nominees

    | Director Since: 2018 Age: 60 Independent Current Committee Memberships: • Audit • Executive • Technology and Risk (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 and Resiliency | | | • 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. | |

  12. Nominees

    | Director Since: 2021 Age: 67 Independent Current Committee Memberships: • Audit (Chair) • Executive • Technology and Risk | 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; 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 and Resiliency | | | • 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: 63 Independent Current Committee Memberships: • Compensation and Leadership Development • Technology and Risk | 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 | • Operations | | | The Board benefits from Ms. Modjtabai’s extensive experience in operations and strategy development. The Board also benefits from her experience in the areas of financial services and change management. | |

  14. Nominees

    | Director Since: 2019 Age: 66 Independent Current Committee Memberships: • Compensation and Leadership Development • Corporate Governance (Chair) • Executive | ADALIO T. SANCHEZ | | | | Recent Business Experience: Mr. Sanchez is President of S Group Advisory LLC, a management consulting firm providing advisory services on business strategy, technology, and operational excellence. He also serves on the board of directors of ACI Worldwide Inc. (NASDAQ: ACIW), a software company serving the electronics payments market, since 2015 and has been board Chairman since 2022; and on the supervisory board of ASM International NV (NL: ASM), a Netherlands-based semiconductor wafer fabrication equipment company, since September 2021. Mr. Sanchez previously served on the board of directors of Snap One Holdings Corp (NASDAQ: SNPO), a smart home technology solutions and distribution company, from June 2021 to June 2024; and on the board of directors of Quantum Corporation (NASDAQ: QMCO), a computer storage solutions company, from May 2017 to April 2019, and served as interim CEO from November 2017 to January 2018. From 2014 to 2015, Mr. Sanchez served as Senior Vice President of the Lenovo Group Limited (HK: 0992), an international technology company. Prior to that, he spent 32 years at IBM Corporation (NYSE: IBM), a global technology and innovation company, from 1982 to 2014, where he served in various capacities including sixteen years in senior executive and global general management roles. During his tenure at IBM, Mr. Sanchez held key critical roles that are directly pertinent to Avnet’s business. These include: head of global supply chain and distribution for IBM’s personal computer business, headed IBM’s semiconductor division, and was deeply involved in many facets of semiconductor components industry. | | | | Primary Qualifications and Experience: | | | | • Industry | • International Business | | | • Operations | • Technology/Digital Media | | | • Risk Management and Resiliency | | | | 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

    These charts show the Director nominees average tenure and age, as of September 22, 2025:

  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 ($) | | Rodney C. Adkins | 285,000 | 180,000 | 465,000 | | Carlo Bozotti(1) | 53,750 | — | 53,750 | | Brenda L. Freeman | 103,750 | 180,000 | 283,750 | | Helmut Gassel(2) | 94,355 | 248,361 | 342,716 | | Virginia L. Henkels(2) | 94,355 | 248,361 | 342,716 | | Jo Ann Jenkins | 120,000 | 180,000 | 300,000 | | Oleg Khaykin | 122,500 | 180,000 | 302,500 | | James A. Lawrence(1) | 50,000 | — | 50,000 | | Ernest E. Maddock | 125,000 | 180,000 | 305,000 | | Avid Modjtabai | 107,500 | 180,000 | 287,500 | | Adalio T. Sanchez | 107,500 | 180,000 | 287,500 |

  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. The committee typically performs a comprehensive benchmarking review of the program every two years, including each element of the program and the compensation in total. The Board did not make, and the Compensation and Leadership Development Committee did not recommend, any changes to non-employee Director Compensation for fiscal 2025.

  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 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 price of the Common Stock on the first business day in January and then multiplying by the percentage of the equity compensation deferred. In addition, 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 the interest rate on U.S. Treasury 10-year notes on the first day of the month. During fiscal 2025, 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. Director Compensation 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 less than ten annual installments. 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

    | Name of Beneficial Owner | Common Stock | Stock Options Exercisable Within 60 Days | Total Common Stock Beneficially Owned | Percent of Common Stock | | 5% Holders | | | | | | BlackRock, Inc.(1) 50 Hudson Yards New York, NY 10001 | 8,259,622 | | 8,259,622 | 9.5% | | Dimensional Fund Advisors LP(2) 6300 Bee Cave Road, Bldg One Austin, TX 78746 | 6,253,930 | | 6,253,930 | 6.9% | | Pzena Investment Management LLC.(3) 320 Park Avenue, 8th Floor New York, NY 10022 | 7,364,024 | | 7,364,024 | 8.5% | | The Vanguard Group(4) 100 Vanguard Blvd. Malvern, PA 19355 | 10,761,061 | | 10,794,061 | 12.61% | | Directors, Director Nominees, and NEOs | | | | | | Rodney C. Adkins, Director and Nominee | 41,773(5) | 0 | 41,773 | * | | Brenda L. Freeman, Director and Nominee | 31,327(6) | 0 | 31,327 | * | | Helmut Gassel, Director and Nominee | 4,752(7) | 0 | 4,752 | * | | Virginia L. Henkels, Director and Nominee | 4,752(8) | 0 | 4,752 | * | | Jo Ann Jenkins, Director and Nominee | 29,078 | 0 | 29,078 | * | | Oleg Khaykin, Director and Nominee | 58,830(9) | 0 | 58,830 | * | | Ernest E. Maddock, Director and Nominee | 17,154(10) | 0 | 17,154 | * | | Avid Modjtabai, Director and Nominee | 41,699 | 0 | 41,699 | * | | Adalio T. Sanchez, Director and Nominee | 24,020 | 0 | 24,020 | * | | Philip R. Gallagher, Chief Executive Officer and Director | 406,440(11) | 466,188 | 872,628 | * | | Kenneth A. Jacobson, Chief Financial Officer | 97,842(12) | 0 | 97,842 | * | | Ken E. Arnold, SVP, Chief People Officer | 64,986(13) | 84,996 | 149,982 | * | | Leng Jin (Max) Chan, SVP, Chief Information Officer | 42,992(14) | 9,226 | 52,218 | * | | Michael R. McCoy, SVP, General Counsel | 80,437(15) | 68,344 | 148,781 | * | | Dave Youngblood, SVP, Chief Digital Officer | 8,250(16) | 0 | 8,250 | * | | All Directors and NEOs as a group (15 people) | 954,332 | 628,754 | 1,583,086 | 1.9% |

  23. D&O INSURANCE

    * Less than 1%. Security Ownership of Certain Beneficial Owners and Management (1) Based solely on information provided in Amendment No. 5 to a Schedule 13G filed with the SEC on April 17, 2025 by BlackRock, Inc., which reports sole voting power over 7,915,120 shares and sole dispositive power over 8,259,622 shares. (2) Based solely on information provided in Amendment No. 1 to a Schedule 13G filed with the SEC on February 9, 2024 by Dimensional Fund Advisors LP, which reports sole voting power over 6,185,658 shares and sole dispositive power over 6,253,930 shares. (3) Based solely on information provided in a Schedule 13G filed with the SEC on January 23, 2025 by Pzena Investment Management, LLC, which reports sole voting power over 5,827,542 shares and sole dispositive power over 7,364,024 shares. (4) Based solely on information provided in Amendment No. 14 to a Schedule 13G filed with the SEC on January 30, 2025, by The Vanguard Group, which reports sole voting power with respect to 0 shares, shared voting power over 65,240 shares, sole dispositive power over 10,794,061 shares, and shared dispositive power over 169,734 shares. (5) Mr. Adkins’ ownership includes 5,287 phantom stock units. (6) Ms. Freeman’s ownership consists solely of phantom stock units. (7) Mr. Gassel’s ownership includes 3,487 phantom stock units. (8) Ms. Henkel’s ownership includes 3,487 phantom stock units. (9) Mr. Khaykin’s ownership includes 49,830 phantom stock units. (10) Mr. Maddock’s ownership includes 11,889 phantom stock units. (11) Mr. Gallagher’s information includes 139,709 Common Stock owned by the Gallagher Family Trust, 187,167 Restricted Stock Units earned but not yet vested, and 9,742 Performance Stock Units earned but not yet vested. (12) Mr. Jacobson’s ownership includes 33,894 Common Stock owned by the K&A Jacobson 2014 Rev Trust, 44,926 Restricted Stock Units earned but not yet vested, and 2,087 Performance Stock Units earned but not yet vested. (13) Mr. Arnold’s ownership includes 32,173 Restricted Stock Units earned but not yet vested and 1,670 Performance Stock Units earned but not yet vested. (14) Mr. Chan’s ownership includes 20,479 Restricted Stock Units earned but not yet vested and 1,044 Performance Stock Units earned but not yet vested. (15) Mr. McCoy’s ownership includes 34,690 Restricted Stock Units earned but not yet vested and 1,809 Performance Stock Units earned but not yet vested. (16) Mr. Youngblood’s ownership includes 7,762 Restricted Stock Units earned but not yet vested.

  24. Summary of Incentive Compensation Design and Payouts for Fiscal 2025

    Summary of Incentive Compensation Design and Payouts for Fiscal 2025 Annual Cash Incentive Design and Payout: The annual cash incentive plan for fiscal 2025 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 management, leadership development 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 their goals. The payout for the fiscal 2025 annual cash incentive awards was 72% of target for the CEO and for other NEOs. Long-Term Incentive Design: The long-term equity incentive plan for fiscal 2025 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 for all NEOs in fiscal 2025 was 0% of target, for the first tranche of the fiscal 2025 to 2027 plan, the second tranche of the fiscal 2024 to 2026 plan and for the third and final tranche of the fiscal 2023 to 2025 plan, the details of which are provided under the Long-Term Incentive section.

  25. Philosophy and Objectives

    Philosophy and Objectives The Committee’s objective is to approve and oversee a compensation program that supports the Company’s business objectives and aligns executives’ interests with shareholders’ interests by rewarding short- and long-term performance that enhances shareholder value. The Company’s short-term incentive program employs multiple performance measures to ensure focus is on the entire business. The long-term incentive program included awards that vest over several different and overlapping periods to help ensure that performance during any one period was not maximized to the detriment of other periods. Equity awards vest over periods ranging from three to four years depending on the award type.

  26. 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 2025 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 2025 did not raise any conflicts of interest.

  27. 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. For fiscal 2025, the Committee changed the peer group by replacing Seagate Technology Holdings plc with Hewlett Packard Enterprises.

  28. Benchmarking

    | FY24 Considerations for Benchmarking Peer Group Development: | FY25 Benchmarking Peer Group: | | ✓ A distribution, product, or related service company ✓ Revenues within range of Company revenues ✓ Market capitalization within range of Company market capitalization ✓ Global footprint ✓ Historical Company peer group ✓ Disclosed peer of a peer company ✓ Disclosed Company as a benchmarking peer ✓ In proxy advisors’ peer groups | Arrow Electronics, Inc. Celestica Inc. CDW Corporation Flex Ltd. Genuine Parts Company Hewlett Packard Enterprises Insight Enterprises, Inc. Jabil, Inc. Sanmina Corporation TD SYNNEX Corporation TE Connectivity Ltd. W.W. Grainger, Inc. WESCO International, Inc. Western Digital Corporation |

  29. Benchmarking

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

  30. Benchmarking

    | | Fiscal 2024 ($ in billions) | | | | Revenue | Market Capitalization | | Peer Group Median | $21.4M | $19.1M | | The Company | $23.7M | $4.48M |

  31. 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 2025, the survey data came from the Willis Towers Watson 2023 U.S. General Industry Executive Survey aged appropriately. 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.

  32. 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. |

  33. 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 |

  34. 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 June 28, 2025, 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. |

  35. 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. |

  36. Annual Cash Incentives

    Annual Cash Incentives For fiscal 2025, 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.

  37. Annual Cash Incentives

    | Metrics | Weighting | Financial Performance Metrics | Weighting | Target Performance Goal | | Financial Performance | 80% | Adjusted Operating Income $(OI$) | 40% | $871.4M | | | | Return on Working Capital % (ROWC) | 40% | 13.47% | | | | Relative Market Share | 20% | +50 bps | | Non-Financial Performance | 20% | Individual Goals | 100% | Individual contribution to the Company’s talent management, leadership development and engagement goals |

  38. 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 2024and fiscal 2025 for the NEOs is set forth in the following table:

  39. Annual Cash Incentives

    | NEO | FY 2024 | FY 2025 | % Change | % Base Salary | | Gallagher | $1,800,000 | $1,800,000 | — | 150% | | Jacobson | $600,000 | $675,000 | 12.5% | 100% | | Arnold | $420,000 | $420,000 | — | 75% | | Chan | $440,000 | $440,000 | — | 80% | | McCoy | $476,000 | $476,000 | — | 80% |

  40. Annual Cash Incentives

    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 2025 budget for executive compensation, the Board considered the Company’s results in fiscal 2024, projected growth, and the operating environment as projected by industry analysts. At its August 15, 2024 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 2025: (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 2025 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 organic sales growth in constant currency as compared to its main competitor in its components business. 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 Retention • Leadership Development • Employee Engagement The CEO communicated these focus areas, and the goals 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 for approval. The Board approves the achievement percentage for the CEO based on CEO's performance against these goals based on the recommendation of the Committee. Maximum annual cash incentive compensation relating to the non-financial performance goals was capped at 200% of target. Fiscal 2025 Goals. The fiscal 2025 financial performance metrics, weightings, goals, and methods for calculation are presented in the tables below.

  41. Annual Cash Incentives

    | Fiscal 2025 Adjusted OI$ Goals 40% Weighting | | | | | | % Attainment | Adjusted OI$ | % Payout | | Maximum | 133% | $1,162M | 200% | | > Target | 1% change = 1% change in attainment | $871.5M — $1,161M | 3% increase in payout per 1% increase in attainment | | Target | 100.0% | $871.4M | 100.0% | | < Target | 1% change = 1% change in attainment | $697.2 — $871.3M | 3% decrease in payout per 1% decrease in attainment | | Threshold | 80.0% | $697.1M | 40% |

  42. Annual Cash Incentives

    | Fiscal 2025 ROWC Goals 40% Weighting | | | | | | % Attainment | ROWC % | % Payout | | Maximum | 133% | 17.96% | 200% | | > Target | 1% change = 1% change in attainment | 13.48% — 17.95% | 3% increase in payout per 1% increase in attainment | | Target | 100.0% | 13.47% | 100.0% | | < Target | 1% change = 1% change in attainment | 10.79% — 13.46% | 3% decrease in payout per 1% decrease in attainment | | Threshold | 80.0% | 10.78% | 40% |

  43. Annual Cash Incentives

    | Fiscal 2025 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% |

  44. Annual Cash Incentives

    Results and Payout. For fiscal 2025, 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*:

  45. Annual Cash Incentives

    | Goal | Weighting | Target | Actual | % of Target Achieved | Payout % of Target | | Adjusted OI$(1) | 40% | $871.4M | $626.9M | 71.94% | 0% | | ROWC(1) | 40% | 13.47% | 10.04% | 74.56% | 0% | | Relative Market Share | 20% | 50 bps | 376 bps | NA | 200% |

  46. 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 2025 performance of the Company, please refer to the Company’s Annual Report on Form 10-K for the year ended June 28, 2025. (1) To eliminate variances due to changes in foreign currency exchange rates, the actual results for fiscal 2025 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 40% of target. The financial incentive payout delivered to participants was 32% of their total short-term incentive target, after applying the 80% weighting referenced above. The Audit Committee reviewed the FY25 short-term incentive calculations at their August 21, 2025 meeting. For fiscal 2025, 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:

  47. Annual Cash Incentives

    | Non-Financial Goals | | | | NEO | Achievement | Payout % of Target | | Gallagher | 200% | 40% | | Jacobson | 200% | 40% | | Arnold | 200% | 40% | | Chan | 200% | 40% | | McCoy | 200% | 40% |

  48. Annual Cash Incentives

    In approving the foregoing non-financial goals achievement, the Committee and the Board recognized that, despite a challenging operating environment, employee engagement, morale, and talent retention exceeded internal expectations and external benchmarks, reflecting a strong workplace culture and a sustained focus on employee experience. The Committee and Board further concluded that the Company's senior leadership played a material role in achieving these outcomes through consistent, open, and constructive engagement with employees at all levels of the organization. Based on achieving both the financial and the non-financial performance goals, the total incentive payout was 72% of target for all the NEOs. The below table reflects the achievement of the goals and the total annual cash incentive payout for each NEO.

  49. Annual Cash Incentives

    | | FY25 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 | $1,800,000 | 32% | $576,000 | 200% | $720,000 | 72% | $1,296,000 | | Jacobson | $675,000 | 32% | $216,000 | 200% | $270,000 | 72% | $486,000 | | Arnold | $420,000 | 32% | $134,400 | 200% | $168,000 | 72% | $302,400 | | Chan | $440,000 | 32% | $140,800 | 200% | $176,000 | 72% | $316,800 | | McCoy | $476,000 | 32% | $152,320 | 200% | $190,400 | 72% | $342,720 |

  50. Long-Term Incentives

    Long-Term Incentives For fiscal 2025, the Compensation 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 2025 equity incentive compensation consisted of restricted stock units (“RSUs”) and performance share units (“PSUs”) as set forth in the following table.

  51. 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% |

  52. 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 2025 target LTIP incentive values vary among the NEOs and can vary from year to year. The fiscal 2025 LTIP equity incentive compensation is listed in the following table.

  53. Long-Term Incentives

    | NEO | RSUs (#) | PSUs (#) | Target Value of LTIP Incentive ($) | Total Value % Change from FY24 | | Gallagher | 70,996 | 70,997 | $7,750,000 | 10.7% | | Jacobson | 17,404 | 17,406 | $1,900,000 | 26.7% | | Arnold | 12,368 | 12,367 | $1,350,000 | 12.5% | | Chan | 7,788 | 7,787 | $850,000 | 13.3% | | McCoy | 13,420 | 13,421 | $1,465,000 | 12.7% |

  54. Long-Term Incentives

    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 2025 vest in four equal installments over three years and four months. 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 2025 were equally divided into three tranches, each with a separate performance period (fiscal years 2025, 2026, and 2027). 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 July 3, 2027. The Committee selected ROIC > WACC as a measure of long-term performance because it aligns with shareholders’ interest in the Company 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 2025 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.

  55. Long-Term Incentives

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

  56. 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 2025. Please see “Compensation Governance and Process — Benchmarking” for the list of peers for fiscal 2025.

  57. Long-Term Incentives

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

  58. 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 2025.

  59. Long-Term Incentives

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

  60. 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.

  61. Fiscal 2025 results for Fiscal 2023-2025 and Fiscal 2024-2026 Performance Share Plans

    Fiscal 2025 results for Fiscal 2023-2025 and Fiscal 2024-2026 Performance Share Plans

  62. Fiscal 2025 results for Fiscal 2023-2025 and Fiscal 2024-2026 Performance Share Plans

    | Goal* | Target | Actual | Payout | Weight | Weighted Payout | | ROIC>WACC | 150 bps | <227 bps | 0% | 50.00% | 0% | | Adjusted EPS Growth | 8th | 15th | 0% | 50.00% | 0% | | rTSR Modifier | 8th | 10th | -4% | | NA | | Total Earned | | | | | 0% |

  63. Fiscal 2025 results for Fiscal 2023-2025 and Fiscal 2024-2026 Performance Share Plans

    * 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 2025 performance of the Company, please refer to the Company’s Annual Report on Form 10-K for the year ended June 28, 2025. Fiscal 2023 PSU Grant (third and final tranche): For PSU awards granted in fiscal 2023, the following table summarizes the number of PSUs earned for the third tranche for fiscal 2025 and the total number of shares earned and vested by each NEO for all the three tranches. The total shares earned and vested under the plan for all three tranches was 62.11% of the total shares granted.

  64. Fiscal 2025 results for Fiscal 2023-2025 and Fiscal 2024-2026 Performance Share Plans

    | NEO | Target PSUs FY23 Grant Third Tranche | PSUs Earned Third Tranche | Total PSU’s Earned and Vested for the FY23 Grant at the end of FY25 | | Gallagher | 24,622 | 0 | 45,876 | | Jacobson | 4,735 | 0 | 8,823 | | Arnold | 3,599 | 0 | 6,703 | | Chan | 1,894 | 0 | 3,529 | | McCoy | 3,978 | 0 | 7,411 |

  65. Fiscal 2025 results for Fiscal 2023-2025 and Fiscal 2024-2026 Performance Share Plans

    Fiscal 2024 PSU Grant (second tranche): For PSU awards granted in fiscal 2024, the following table summarizes the number of PSUs earned for the second tranche for fiscal 2025 and the total number of shares earned for the first and second tranches under the plan. Earned PSUs will vest and become payable when the Committee certifies the results for the performance period for the third tranche, which ends on June 27, 2026.

  66. Fiscal 2025 results for Fiscal 2023-2025 and Fiscal 2024-2026 Performance Share Plans

    | NEO | Target PSUs FY24 Grant Second Tranche | PSUs Earned Second Tranche | Total PSUs Earned for FY24 Grant at the end of FY25 (First and Second Tranches) | | Gallagher | 23,329 | 0 | 9,742 | | Jacobson | 4,999 | 0 | 2,087 | | Arnold | 3,999 | 0 | 1,670 | | Chan | 2,500 | 0 | 1,044 | | McCoy | 4,332 | 0 | 1,809 |

  67. Fiscal 2025 results for Fiscal 2025-2027 Performance Share Plan

    Fiscal 2025 results for Fiscal 2025-2027 Performance Share Plan

  68. Fiscal 2025 results for Fiscal 2025-2027 Performance Share Plan

    | Goal* | Target | Actual | Payout | Weight | Weighted Payout | | ROIC>WACC | 150 bps | <227 bps | 0% | 50.00% | 0% | | Adjusted EPS Growth | 8th | 15th | 0% | 50.00% | 0% | | rTSR Modifier | 8th | 9th | -2% | | NA | | Total Earned | | | | | 0% |

  69. Fiscal 2025 results for Fiscal 2025-2027 Performance Share Plan

    * 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 2025 performance of the Company, please refer to the Company’s Annual Report on Form 10-K for the year ended June 28, 2025. Fiscal 2025 PSU Grant (first tranche): For PSU awards granted in fiscal 2025, the following table summarizes the number of PSUs earned for fiscal 2025. Earned PSUs will vest and become payable when the Committee certifies the results for the performance period for the third tranche, which ends on July 3, 2027

  70. Fiscal 2025 results for Fiscal 2025-2027 Performance Share Plan

    | NEO | Target PSUs FY25 Grant First Tranche | PSUs Earned for FY25 First Tranche | | Gallagher | 23,666 | 0 | | Jacobson | 5,802 | 0 | | Arnold | 4,122 | 0 | | Chan | 2,596 | 0 | | McCoy | 4,474 | 0 |

  71. 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. 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, 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. 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. Severance Benefits. The Company approved an Executive Severance Plan on August 10, 2017, 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. “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. The NEOs who are not covered by the Executive Severance Plan, are eligible for severance benefits under their employment agreements. Those agreements 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. “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.

  72. 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.

  73. Equity Grant Practices

    | COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE REPORT |

  74. 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 2025 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: Jo Ann Jenkins, Chair Brenda Freeman Avid Modjtabai Adalio T. Sanchez

  75. Equity Grant Practices

    | COMPENSATION OF EXECUTIVE OFFICERS |

  76. Equity Grant Practices

    The following table sets forth information concerning the compensation provided to NEOs by the Company for fiscal years 2023 through 2025.

  77. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  78. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Philip R. Gallagher | 2025 | 1,200,000 | | 7,309,157 | — | 1,296,000 | 37,429 | 51,546 | 9,894,132 | | Chief Executive Officer | 2024 | 1,200,000 | | 6,572,830 | — | 936,000 | 34,126 | 33,022 | 8,775,978 | | | 2023 | 1,150,000 | | 6,078,268 | — | 2,432,526 | 27,780 | 28,253 | 9,716,827 | | Kenneth Jacobson | 2025 | 675,000 | | 1,791,861 | — | 486,000 | 45,598 | 27,707 | 3,026,166 | | Chief Financial Officer | 2024 | 600,000 | | 1,408,395 | — | 312,000 | 39,965 | 28,402 | 2,388,762 | | | 2023 | 482,081 | | 1,168,888 | — | 618,113 | 16,493 | 26,474 | 2,312,049 | | Ken E. Arnold | 2025 | 560,000 | | 1,273,247 | — | 302.400 | 87,152 | 23,599 | 2,246,398 | | Chief People Officer | 2024 | 560,000 | | 1,126,697 | — | 218.400 | 97,467 | 18,590 | 2,021,154 | | | 2023 | 525,000 | | 888,362 | — | 555,251 | 77,903 | 19,863 | 2,066,379 | | Max Chan | 2025 | 550,000 | | 801,731 | — | 316,800 | 46,849 | 20,586 | 1,735,966 | | Chief Information Officer | 2024 | 550,000 | | 704,316 | — | 228,800 | 47,332 | 22,230 | 1,552,678 | | | 2023 | 500,000 | | 467,489 | — | 458,302 | 34,491 | 29,059 | 1,489,341 | | Michael R. McCoy | 2025 | 595,000 | | 1,381,652 | — | 342,720 | 49,881 | 81,310 | 2,450,563 | | General Counsel and | 2024 | 595,000 | | 1,220,566 | — | 247,520 | 49,273 | 92,479 | 2,204,838 | | Chief Legal Officer | 2023 | 550,000 | | 981,885 | — | 581,691 | 31,956 | 187,613 | 2,333,145 |

  79. SUMMARY COMPENSATION TABLE

    (1) 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 NEO in fiscal 2025 is as follows: Mr. Gallagher — $3,697,836; Mr. Jacobson — $906,490; Mr. Arnold — $644,189; Mr. Chan — $405,639; and Mr. McCoy — $698,982. With respect to PSUs, both the grant date fair value and the compensation cost were computed based upon the target outcome of the performance conditions as of the grant date. Assuming the target performance is achieved for PSUs awarded in fiscal 2025, the grant date fair value of the PSUs awarded to each NEO is as follows: Mr. Gallagher — $3,611,321; Mr. Jacobson — $885,371; Mr. Arnold — $629,058; Mr. Chan — $396,092; and Mr. McCoy — $682,670. Assuming the maximum payout of PSUs granted in fiscal 2025 is achieved, the grant date fair value for each NEO would be as follows: Mr. Gallagher — $7,222,642; Mr. Jacobson — $1,770,741; Mr. Arnold — $1,258,115; Mr. Chan — $792,184; and Mr. McCoy — $1,365,341. (2) There were no stock options granted during the fiscal years included in the above table. (3) Amounts include the net changes in the actuarial present value of accumulated benefits under the Company’s qualified and nonqualified retirement plans. For fiscal year 2025, the increase in the actuarial present value of accumulated benefits under the Company’s qualified plan was as follows: Mr. Gallagher — $37,429; Mr. Jacobson — $20,345; Mr. Arnold — $48,107; Mr. Chan — $22,180; and Mr. McCoy — $23,104. For fiscal year 2025, the increase in the actuarial present value of accumulated benefits under the Company’s nonqualified retirement plans was as follows: Mr. Jacobson — $25,253; Mr. Arnold — $39,045; Mr. Chan — $24,669; and Mr. McCoy — $26,777. Because 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 year 2023. (4) 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 2025 includes $49,841 for tax equalization relating to his 2020 and 2021 tax returns in connection with his temporary assignment in Belgium. The auto related expenses for Messrs. Gallagher, Jacobson and McCoy were $34,432, $27,548 and $27,635, respectively. 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.

  80. 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 2025 relating to: (1) annual cash incentive awards, (2) RSUs, and (3) PSUs. The threshold column for non- equity incentives assumes payout of 32% of target and the threshold column for equity incentive assumes 34% of target PSUs. The maximum column is 200% of the target amount. Achievement below the threshold would yield a payout of $0. The actual payouts earned in fiscal 2025 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.

  81. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Options Awards | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Philip R. Gallagher | 8/15/2024 | 576,000 | 1,800,000 | 3,600,000 | — | — | — | — | — | — | — | | | 8/15/2024 | — | — | — | — | — | — | 70,996 | — | — | 3,697,836 | | | 8/15/2024 | — | — | — | 23,961 | 70,997 | 141,994 | — | — | — | 3,611,321 | | Kenneth Jacobson | 8/15/2024 | 216,000 | 675,000 | 1,350,000 | — | — | — | — | — | — | — | | | 8/15/2024 | — | — | — | — | — | — | 17,404 | — | — | 906,490 | | | 8/15/2024 | — | — | — | 5,875 | 17,406 | 34,812 | — | — | — | 885,371 | | Ken E. Arnold | 8/15/2024 | 134,400 | 420,000 | 840,000 | — | — | — | — | — | — | — | | | 8/15/2024 | — | — | — | — | — | — | 12,368 | — | — | 644,189 | | | 8/15/2024 | — | — | — | 4,174 | 12,367 | 24,734 | — | — | — | 629,058 | | Max Chan | 8/15/2024 | 140,800 | 440,000 | 880,000 | — | — | — | — | — | — | — | | | 8/15/2024 | — | — | — | — | — | — | 7,788 | — | — | 405,639 | | | 8/15/2024 | — | — | — | 2,628 | 7,787 | 15,574 | — | — | — | 396,092 | | Michael R. McCoy | 8/15/2024 | 152,320 | 476,000 | 952,000 | — | — | — | — | — | — | — | | | 8/15/2024 | — | — | — | — | — | — | 13,420 | — | — | 698,982 | | | 8/15/2024 | — | — | — | 4,530 | 13,421 | 26,842 | — | — | — | 682,670 |

  82. GRANTS OF PLAN-BASED AWARDS

    The vesting schedules for the RSU and PSU grants made in fiscal 2025 are as follows:

  83. GRANTS OF PLAN-BASED AWARDS

    | Type of Awards Made in Fiscal 2025 | Vesting Schedule | | Restricted Stock Units (RSUs) | 25% each on the first business day in January of 2025 through 2028. | | Performance Share Units (PSUs) | Vests, to the extent earned under all three tranches if at all, at the end of fiscal 2027, July 3, 2027. 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. |

  84. GRANTS OF PLAN-BASED AWARDS

    For additional description of the terms and awards of RSUs and PSUs made in fiscal 2025, 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 June 28, 2025.

  85. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information on NEOs’ current stock options and stock awards as of June 28, 2025. It 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 and second tranches of the fiscal 2024 grant and the first tranche of the fiscal 2025 grant, based on the achievement of performance goals for those fiscal years, and assumes achievement of performance goals at target for the remaining 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 June 28, 2025, which was $52.66. 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 June 28, 2025.

  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (RSUs) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (PSUs) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Philip R. Gallagher | 8/10/2017 | 25,068 | — | 36.80 | 8/09/2027 | — | — | — | — | — | | | 8/28/2018 | 23,920 | — | 48.62 | 8/27/2028 | — | — | — | — | — | | | 8/14/2019 | 31,900 | — | 39.72 | 8/13/2029 | 8/30/2022 | 18,466 | 972,420 | — | — | | | 11/17/2020 | 191,048 | — | 29.38 | 11/16/2030 | 8/29/2023 | 34,994 | 1,842,784 | 33,070 | 1,741,466 | | | 8/23/2021 | 145,689 | 48,563 | 39.62 | 8/22/2031 | 8/15/2024 | 53,247 | 2,803,987 | 47,331 | 2,492,450 | | Kenneth Jacobson | — | — | — | — | — | 8/30/2022 | 3,551 | 186,996 | — | — | | | — | — | — | — | — | 8/29/2023 | 7,498 | 394,845 | 7,086 | 373,149 | | | — | — | — | — | — | 8/15/2024 | 13,053 | 687,371 | 11,604 | 611,067 | | Ken E. Arnold | 2/18/2019 | 7,908 | — | 44.12 | 2/17/2029 | — | — | — | — | — | | | 8/14/2019 | 12,404 | — | 39.72 | 8/13/2029 | 8/30/2022 | 2,699 | 142,129 | — | — | | | 11/16/2020 | 33,604 | — | 29.85 | 11/15/2030 | 8/29/2023 | 5,998 | 315,855 | 5,670 | 298,582 | | | 8/23/2021 | 23,310 | 7,770 | 39.62 | 8/22/2031 | 8/15/2024 | 9,276 | 488,474 | 8,245 | 434,182 | | Max Chan | — | — | — | — | — | 8/30/2022 | 1,420 | 74,777 | — | — | | | — | — | — | — | — | 8/29/2023 | 3,750 | 197,475 | 3,543 | 186,574 | | | 8/23/2021 | 4,613 | 4,613 | 39.62 | 8/22/2031 | 8/15/2024 | 5,841 | 307,587 | 5,191 | 273,358 | | Michael R. McCoy | — | — | — | — | — | 8/30/2022 | 2,983 | 157,085 | — | — | | | 11/16/2020 | 36,292 | — | 29.85 | 11/15/2030 | 8/29/2023 | 6,498 | 342,185 | 6,142 | 323,438 | | | 8/23/2021 | 24,039 | 8,013 | 39.62 | 8/22/2031 | 8/15/2024 | 10,065 | 530,023 | 8,947 | 471,149 |

  87. 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. • 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.

  88. 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 2025, 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 PSUs, and the value realized, each before payment of any applicable withholding tax.

  89. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Philip R. Gallagher | — | — | 115,363 | 6,059,162 | | Kenneth Jacobson | — | — | 23,503 | 1,234,118 | | Ken E. Arnold | — | — | 18,017 | 946,019 | | Max Chan | 9,226 | 130,363 | 10,748 | 564,059 | | Michael R. McCoy | — | — | 19,601 | 1,029,261 |

  90. OPTION EXERCISES AND STOCK VESTED

    The value realized on vesting of stock awards includes (i) RSUs that vested on January 2, 2025 and (ii) the PSUs that vested on June 28, 2025, which covered the fiscal 2023 to fiscal 2025 performance period. The shares and value realized with respect to the RSUs is as follows: Mr. Gallagher — 69,487 shares and $3,632,780; Mr. Jacobson — 14,680 shares and $767,470; Mr. Arnold — 11,314 shares and $591,497; Mr. Chan — 7,219 shares and $377,410; and Mr. McCoy — 12,190 shares and $637,293. The shares and value realized with respect to the PSUs issued is as follows: Mr. Gallagher — 45,876 shares and $2,426,382; Mr. Jacobson — 8,823 shares and $466,648; Mr. Arnold — 6,703 shares and $354,522; Mr. Chan — 3,529 shares and $186,649; and Mr. McCoy — 7,411 and $391,968.

  91. 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 $350,000, which is the 2025 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. The present value of the accumulated benefit was determined using interest rate assumptions consistent with those used in the Company’s financial statements.

  92. PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Philip R. Gallagher | Pension Plan | 40.6 | 220,577 | — | | | Nonqualified Retirement Plans(2) | — | — | — | | Kenneth Jacobson | Pension Plan | 10.5 | 133,620 | — | | | Restoration Plan | 10.5 | 120,770 | — | | Ken E. Arnold | Pension Plan | 26.5 | 469,169 | — | | | Restoration Plan | 8.5 | 206,220 | — | | Max Chan | Pension Plan | 8.9 | 129,220 | — | | | Restoration Plan | 8.9 | 120,970 | — | | Michael R. McCoy | Pension Plan | 13.5 | 194,647 | — | | | Restoration Plan | 10.5 | 135,630 | — |

  93. 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 was a participant in the SERP and he received his final payment under this Plan in fiscal 2023.

  94. Severance Benefits and Change of Control Agreements

    | CEO PAY RATIO |

  95. Severance Benefits and Change of Control Agreements

    | PAY VERSUS PERFORMANCE |

  96. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  97. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Summary Comp. Table Total For PEO | CAP to PEO | Summary Comp. Table Total For Former PEO | CAP to Former PEO | Avg. Summary Comp. Table Total For non-PEO NEOs | Avg. CAP to non-PEO NEOs | Value of Initial Fixed $100 Investment Based on: | | Net Income (Millions)(3) | Adjusted OI$ (Millions)(4) | | | | | | | | | Company TSR(1) | Peer Group TSR(1)(2) | | | | 2025 | $9,894,132 | $6,640,640 | — | — | $2,364,773 | $1,491,950 | $229.61 | $256.14 | $240.2 | $624.0 | | 2024 | $8,775,978 | $5,540,132 | — | — | $2,041,858 | $1,354,722 | $218.81 | $253.53 | $498.7 | $900.0 | | 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 |

  98. PAY VERSUS PERFORMANCE TABLE

    (1) Reflects the cumulative value of a $100 investment made at the beginning of fiscal year 2021 through the end of fiscal year 2025, including the reinvestment of dividends. (2) The Peer Group is the one used in the Annual Reports on Form 10-K pursuant to Item 201(e)(ii) of Regulations S-K for each of the fiscal years noted, which is comprised of the following five companies: Agilysys, Inc.; Arrow Electronics Inc.; Insight Enterprises Inc.; Scansource Inc.; and TD Synnex Corporation. (3) As presented in the Company’s Consolidated Statements of Operations for each of the fiscal years ended, calculated in accordance with GAAP. (4) The Company’s selected measure, Adjusted Operating Income Dollars (OI$), is a non-GAAP measure and was one of the financial performance metrics used in the fiscal 2025 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. Phil Gallagher was the PEO for all the presented years. To calculate CAP for Mr. Gallagher, the following amounts were deducted from and added to the Total Compensation reported in the Summary Compensation Table (“SCT”):

  99. PAY VERSUS PERFORMANCE TABLE

    | Year | 2021 | 2022 | 2023 | 2024 | 2025 | | SCT Total Compensation | $6,151,987 | $8,129,900 | $9,716,827 | $8,775,978 | $9,894,132 | | Minus: Grant-date fair value of awards reported in the SCT | $2,858,059 | $4,216,444 | $6,078,268 | $6,572,830 | $7,309,157 | | Plus: Vesting-date fair value of awards granted and vested in the covered year | $508,172 | $624,058 | $736,281 | $857,801 | $914,206 | | Plus: Year-end fair value of awards granted but remain unvested in the covered year | $4,344,273 | $4,349,379 | $6,808,722 | $4,405,536 | $3,115,524 | | Plus/(Minus): Change in fair value of awards granted in prior year(s) that vested in the covered year | $70,402 | $457,714 | $164,293 | $(1,912,696) | $41,321 | | 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 | $34,126 | $37,429 | | Plus: Aggregate service costs and prior service costs for pension plans | $20,475 | $21,504 | $19,347 | $20,469 | $22,043 | | Compensation Actually Paid (CAP) | $8,577,743 | $9,883,510 | $13,428,971 | $5,540,132 | $6,640,640 |

  100. PAY VERSUS PERFORMANCE TABLE

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

  101. 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 |

  102. PAY VERSUS PERFORMANCE TABLE

    The following are the non-PEO NEOs included for each year shown in the table: Fiscal 2025: Messrs. Jacobson, Arnold, Chan, and McCoy Fiscal 2024: Messrs. Jacobson, Arnold, Chan, and McCoy 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). 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:

  103. PAY VERSUS PERFORMANCE TABLE

    | Year | 2021 | 2022 | 2023 | 2024 | 2025 | | Average SCT Total Compensation | $1,862,076 | $2,031,221 | $1,928,181 | $2,041,858 | $2,364,773 | | Minus: Average grant-date fair value of awards reported in the SCT | $739,776 | $780,055 | $890,867 | $1,114,994 | $1,312,123 | | Plus: Average vesting-date fair value of awards granted and vested in the covered year | $136,771 | $115,456 | $124,990 | $141,777 | $159,967 | | Plus: Average year-end fair value of awards granted but remain unvested in the covered year | $591,136 | $402,321 | $555,985 | $361,411 | $273,488 | | Plus/(Minus): Average change in fair value of awards granted in prior year(s) that vested in the covered year | $51,740 | $78,917 | $17,562 | $(53,139) | $13,079 | | Plus/(Minus): Average change in fair value of awards granted in prior year(s) that remain unvested | $155,548 | $69,871 | $224,960 | $(2,111) | $5,796 | | 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 | $58,509 | $57,370 | | Plus: Average aggregate service costs and prior service costs for pension plans | $40,575 | $37,909 | $53,442 | $38,429 | $44,340 | | Average Compensation Actually Paid | $1,527,825 | $1,912,506 | $1,950,485 | $1,354,722 | $1,491,950 |

  104. 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.