DEF 14A of Arrow Electronics, Inc., Mar 26, 2024

DEF 14A of Arrow Electronics, Inc.

Filed Mar 26, 2024 · FY20230001558370-24-003882

Open on EDGAR

  1. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS The following table shows the beneficial ownership of the Company’s common stock, as of March 11, 2024, for each director and director nominee, each of the “Named Executive Officers” identified in the CD&A and all directors, director nominees, and executive officers as a group.

  2. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    | Shares of Common Stock Beneficially Owned | | | | | | | | Currently | Common | Acquirable | Total | % of Outstanding | | Name | Owned (1) | Stock Units (2) | within 60 Days | Ownership | Common Stock | | Sean J. Kerins | 142,094 | — | — | 142,094 | * | | Steven H. Gunby | — | 17,855 | 2,722 | 20,577 | * | | William F. Austen | 2,970 | 1,469 | 1,520 | 5,959 | * | | Fabian T. Garcia | — | 2,720 | 1,520 | 4,240 | * | | Gail E. Hamilton | 101 | 22,119 | 1,520 | 23,740 | * | | Michael D. Hayford | — | — | — | — | * | | Andrew C. Kerin | — | 25,915 | 1,520 | 27,435 | * | | Carol P. Lowe | — | 4,523 | 1,520 | 6,043 | * | | Mary T. McDowell | — | — | 1,520 | 1,520 | * | | Gerry P. Smith | — | 3,896 | 1,520 | 5,416 | * | | Rajesh K. Agrawal | 6,894 | — | — | 6,894 | * | | Gretchen K. Zech | 65,160 | — | — | 65,160 | * | | Kristin D. Russell | 10,765 | — | — | 10,765 | * | | Carine L. Jean-Claude | 15,585 | — | — | 15,585 | * | | Michael J. Long | 87,017 | — | — | 87,017 | * | | Kirk D. Schell | — | — | — | — | * | | Total Directors’, Director Nominees', and Current Executive Officers’ Beneficial Ownership as a Group (15 individuals) | 250,274 | 78,497 | 13,362 | 342,133 | 0.6% |

  3. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    | * Represents holdings of less than 1%. |

  4. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    | (1) Includes shares directly owned, including those owned independently, and stock options granted under the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan, as amended (“Omnibus Incentive Plan”). |

  5. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    | (2) Includes common stock units deferred by non-management directors and restricted stock units granted under the Omnibus Incentive Plan. |

  6. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

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  7. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  8. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    PROXY STATEMENT HIGHLIGHTS

  9. Snapshot of Director Nominees

    Snapshot of Director Nominees Below is a snapshot of the expected composition of Arrow’s Board immediately following the Annual Meeting, assuming the election of the ten (10) nominees named in this Proxy Statement. The slate of ten (10) director nominees includes three (3) female nominees and one (1) ethnically diverse nominee.

  10. Snapshot of Director Nominees

    | Skill/Experience | | Nominees | | | | Leadership Experience | 10 | | | | Risk Management Experience | 6 | | | | Global Business and Operations Experience | 10 | | | | Financial Experience | 8 | | | | Legal and Regulatory Oversight Experience | 2 | | | | Technology and Cybersecurity Experience | 8 | | | | Supply Chain Management Experience | 5 | | | | Crisis Management Experience | 6 | | | | Strategy and M&A Experience | 10 | | | | Brand and Marketing Experience | 6 | | | | Corporate Governance Experience | 7 | | | | Human Capital Experience | 8 | | | | Environmental and Climate Strategy Experience | 5 | |

  11. Snapshot of Director Nominees

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  12. Snapshot of Director Nominees

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  13. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS THE BOARD RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES NAMED BELOW. If elected by our shareholders at the Annual Meeting, each nominee will serve for a one-year term expiring at our 2025 annual meeting of shareholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. All nominees identified below, except Michael D. Hayford, are current members of the Board. They have been recommended for re-election to the Board by the Corporate Governance Committee and approved and nominated for re-election by the Board. In accordance with the Company’s by-laws (the “By-laws”), the ten (10) nominees receiving a plurality of votes cast at the Annual Meeting will be elected directors, subject to the Director Resignation Policy described below. An uncontested election of directors is not considered “routine” under the New York Stock Exchange (“NYSE”) rules. As a result, if a shareholder holds shares in “street name” through a broker, fiduciary, or custodian, the broker, fiduciary, or custodian is not permitted to exercise voting discretion with respect to this proposal. For this reason, if a “street name” holder does not give the broker, fiduciary, or custodian specific instructions, the shares will not be voted on this proposal, which is referred to as a “broker non-vote.” Broker non-votes and withholding authority to vote for a director nominee will have no effect on the outcome of this proposal (though a director nominee that receives a greater number of “WITHHELD” votes than “FOR” votes in an uncontested election is required by the Board’s Director Resignation Policy to tender his or her resignation to the Board, as discussed in greater detail below under the heading “Director Resignation Policy”).

  14. Director Nominee Diversity and Experience Matrix*

    Director Nominee Diversity and Experience Matrix*

  15. Director Nominee Diversity and Experience Matrix*

    | Z | | | | | | | | | | | | 10 Director Nominees: | William Austen | Fabian Garcia | Steve Gunby | Gail Hamilton | Michael Hayford | Andrew Kerin | Sean Kerins | Carol Lowe | Mary McDowell | Gerry Smith | | Experience and Skills | | | | | | | | | | | | Leadership | Leadership experience facilitates effective oversight of management, informs development of Company strategy, and enhances the Board’s succession planning process. | | | | | | | | | | | | | | | | | | | | | | | Risk Management | Experience assessing and managing risk enables directors to effectively oversee and mitigate the most significant risks facing Arrow. | | | | | | | | | | | | | | | | | | | | | | | Global Business and Operations | Background and experience managing global relationships and engaging with international stakeholders supports the Board’s oversight of key risks involving our global customer and supplier bases and of strategic decision-making relating to our complex worldwide business. | | | | | | | | | | | | | | | | | | | | | | | Financial | Demonstrated financial experience enables in-depth analysis of our financial statements and informed decision-making regarding our capital structure, financial transactions, and financial reporting processes. | | | | | | | | | | | | | | | | | | | | | | | Legal and Regulatory | Experience with legal and regulatory oversight enables directors to effectively oversee compliance with legal and regulatory requirements and the related policies, procedures, and controls for ensuring such compliance. | | | | | | | | | | | | | | | | | | | | | | | Technology and Cybersecurity | Experience navigating the ever-changing technology landscape enables sharpened oversight of the innovative products, services, and systems central to our business and supports the Company’s long-term strategic planning. Experience with privacy and information security and cybersecurity oversight is critical to helping Arrow manage and plan to defend against significant cybersecurity risks. | | | | | | | | | | | | | | | | | | | | | | | Supply Chain Management | Substantial knowledge of supply chain management enables enhanced oversight of our product and service offerings and sharpens focus on our business strategy to be the premier, technology-centric, go-to-market, and supply chain services company on the planet. | | | | | | | | | | | | | | | | | | | | | | | Crisis Management | In conjunction with the Board’s oversight of Arrow’s overall enterprise risk management, crisis management experience allows the Board to assist the Company in mapping out a crisis response plan and navigating a crisis in the rare event one should occur. | | | | | | | | | | | | | | | | | | | | | | | Strategy and M&A | Experience in strategic planning and mergers and acquisitions is critical in formulating and implementing Arrow’s continued growth strategy. | | | | | | | | | | | | | | | | | | | | | | | Brand and Marketing | Brand and marketing experience enables the Board to provide valuable insight into the alignment of brand definition with Arrow’s long-term strategy as a driver of value. | | | | | | | | | | | | | | | | | | | | | | | Corporate Governance | Directors with experience in corporate governance assist the Company in implementing effective and compliant corporate governance practices for the benefit of our various stakeholders in the continually evolving corporate governance landscape. | | | | | | | | | | | | | | | | | | | | | | | Human Capital | Human capital management experience supports the Board’s oversight of the development, implementation, and effectiveness of practices, policies, and strategies relating to Arrow’s workforce, including talent attraction and development, corporate culture, and diversity and inclusion. | | | | | | | | | | | | | | | | | | | | | | | Environmental and Climate Strategy | Experience in climate change risk management strategies and other climate-related issues enables enhanced Board oversight of environmental and climate related policies, strategies, compliance, and priorities. | | | | | | | | | | | | | | | | | | | | | |

  16. Director Nominee Diversity and Experience Matrix*

    | | 15 |

  17. Director Nominee Diversity and Experience Matrix*

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  18. Director Nominee Diversity and Experience Matrix*

    | 10 Director Nominees: | William Austen | Fabian Garcia | Steve Gunby | Gail Hamilton | Michael Hayford | Andrew Kerin | Sean Kerins | Carol Lowe | Mary McDowell | Gerry Smith | | Background | | | | | | | | | | | | Gender Identity | | | | | | | | | | | | Male | | | | | | | | | | | | Female | | | | | | | | | | | | Non-binary | | | | | | | | | | | | Race | | | | | | | | | | | | American Indian or Alaska Native | | | | | | | | | | | | Asian | | | | | | | | | | | | Black or African American | | | | | | | | | | | | Hispanic or Latino | | | | | | | | | | | | Native Hawaiian or other Pacific Islander | | | | | | | | | | | | White | | | | | | | | | | | | Age/Tenure | | | | | | | | | | | | Age | 65 | 64 | 66 | 74 | 64 | 60 | 62 | 58 | 59 | 60 | | Years on the Board | 4 | 3 | 7 | 16 | 0 | 14 | 2 | 3 | 1 | 4 |

  19. Director Nominee Diversity and Experience Matrix*

    * This matrix illustrates the experience, skills, qualifications, and characteristics of the individuals nominated for election to the Board at the Annual Meeting, based on information self-reported to the Company by each applicable individual.

  20. Director Nominee Diversity and Experience Matrix*

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  21. Director Nominee Diversity and Experience Matrix*

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  22. BIOGRAPHIES OF DIRECTOR NOMINEES

    BIOGRAPHIES OF DIRECTOR NOMINEES Based on each nominee’s experience, attributes, and skills, which exemplify the sought-after characteristics described above, the Corporate Governance Committee has concluded that each nominee possesses the appropriate qualifications to serve as a director of the Company.

  23. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Board Chair | Steven H. Gunby | Age: 66 Director Since: 2017 | | | CAREER HIGHLIGHTS | | | | FTI Consulting, Inc., a business advisory firm ● President, Chief Executive Officer, and a director (a public company) since 2014. The Boston Consulting Group ● Senior Partner and Global Leader of Transformation from 2010 to 2014. ● Senior Partner and Chairman, North and South America from 2003 to 2009. ● Held other major managerial roles in his capacity as a Senior Partner and Managing Director, such as serving as a member of BCG’s Executive Committee. | Breakthru Beverage Group LLC ● A director (a private company) from 2016 to 2018. | | REASONS FOR NOMINATION At FTI, Mr. Gunby’s focus as President and CEO has been turning FTI into a vibrant, profitable growth engine, through significant operational, strategy, cultural, and leadership changes. At BCG, Mr. Gunby also focused on transformative growth, helping move the Americas operation from a period of flat headcount growth and diminished profitability to double-digit headcount and revenue growth, and substantially higher profit growth. The Board believes that Mr. Gunby’s experience as a President and CEO of a public company, which has given him extensive experience in human capital management and corporate governance (among other things), and his proven record of accomplishments make him a valuable member of the Board. As Board Chair, Mr. Gunby has demonstrated strong leadership and effective functioning and governance of the Board. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●FTI Consulting, Inc. | | |

  24. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Director Committees: Compensation & Corporate Governance (Chair) | William F. Austen | Age: 65 Director Since: 2020 | | | CAREER HIGHLIGHTS | | | | Bemis Company, Inc., a global manufacturer of flexible packaging products and pressure-sensitive materials ● President, Chief Executive Officer, and director from 2014 until Bemis was acquired by Amcor Limited in 2019. ● Executive Vice President and Chief Operating Officer from 2013 to 2014. ● Group President of Global Operations from 2012 to 2013. ● Vice President of Operations from 2004 to 2012. | Morgan Adhesives Company ● President and Chief Executive Officer from 2000 to 2004. General Electric Company ● Various positions from 1980 to 2000. Tennant Company ● A director (a public company) from 2007 to 2022. Arconic Corporation ● A director (a public company) from 2020 to 2023. | | REASONS FOR NOMINATION As President and CEO of Bemis, a complex global material science and manufacturing company, Mr. Austen gained expertise in global manufacturing and operations, together with experience in international mergers and acquisitions and business integration. The Board believes that Mr. Austen’s experience with building high-performance, cross-functional teams coupled with his engineering background make him particularly valuable in guiding strategy for the Company’s engineering services. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●None | | |

  25. BIOGRAPHIES OF DIRECTOR NOMINEES

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  26. BIOGRAPHIES OF DIRECTOR NOMINEES

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  27. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Director Committees: Compensation | Fabian T. Garcia | Age: 64 Director Since: 2021 | | | CAREER HIGHLIGHTS | | | | Unilever PLC., a British multinational consumer goods company ● President, Personal Care, and member of the Unilever Leadership Executive since 2022. ● President, Unilever North America, and member of the Unilever Leadership Executive from 2020 to 2022. The Boston Consulting Group, an American global management consulting firm ● Senior Advisor for consumer-packaged goods from 2018 to 2019. Revlon, Inc. ● President, Chief Executive Officer, and director from 2016 to 2018. Colgate-Palmolive Company ● Various positions from 2003 to 2016, beginning as President, Asia Pacific & Greater Asia Division, continuing as President, Latin America & Global Sustainability, and culminating as Chief Operating Officer, Global Innovation and Growth. | The Timberland Company ● Senior Vice President, International Relations, from 2002 to 2003. Chanel Ltd. ● President, APAC and Member of the Executive Committee from 1996 to 2001. Procter & Gamble Company ● Various positions in the U.S., Japan, Taiwan, Venezuela, and Colombia, from 1980 to 1994. Kimberly-Clark Corporation ● A director (a public company) from 2011 to 2019. | | REASONS FOR NOMINATION Mr. Garcia is a global business leader with a strong track record and deep experience, including his tenure as a public company CEO, with a keen understanding of global business strategy, international innovation and growth, geopolitical sensitivities, and financial, operational, and strategic leadership skills. The Board believes that Mr. Garcia’s multicultural and global experience is especially valuable in guiding the Company’s international strategy and fostering sustainable business practices and an inclusive corporate culture. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●None | | |

  28. BIOGRAPHIES OF DIRECTOR NOMINEES

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  29. BIOGRAPHIES OF DIRECTOR NOMINEES

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  30. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Director Committees: Audit & Corporate Governance | Gail E. Hamilton | Age: 74 Director Since: 2008 | | | CAREER HIGHLIGHTS | | | | Symantec Corporation ● Executive Vice President from 2000 until her retirement in 2005. Compaq Computer Corporation ● Vice President and General Manager of the Communications Division from 1997 to 2000. Hewlett-Packard Company ● General Manager of the Telecom Platform Division from 1996 to 1997. | OpenText Corporation ● A director (a public company) since 2006. Ixia (acquired by Keysight Technologies in 2017) ● A director (a public company) from 2005 to 2017. Westmoreland Coal Company ● A director (a public company) from 2011 to 2019. | | REASONS FOR NOMINATION Ms. Hamilton was responsible for designing, manufacturing, and selling electronic systems for more than 20 years. While at Symantec, a leading software company, Ms. Hamilton oversaw the profit and loss and operations of the enterprise and consumer business. In that role, she was responsible for business planning and helped steer the company through an aggressive acquisition strategy. She also oversaw Symantec’s cybersecurity function and services. The Board believes that Ms. Hamilton’s experience at Symantec makes her valuable in helping to guide the direction and strategy of Arrow’s Enterprise Computing Solutions business as well as brings to the Board insight into oversight of cybersecurity matters. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●Open Text Corporation | | |

  31. BIOGRAPHIES OF DIRECTOR NOMINEES

    | | Michael D. Hayford | Age: 64 Director Since: -- | | | CAREER HIGHLIGHTS | | | | NCR Corporation, a public global payments and technology platform company ● Chief Executive Officer from 2018 to 2023. ● A director (public company) from 2018 to 2023. Motive Partners ● Founder and Senior Advisor from 2015 to 2018. Fidelity National Information Services, Inc. ● Executive Vice President and Chief Financial Officer from 2009 to 2013. National Infrastructure Advisory Council, an executive-branch council focused on critical infrastructure security and resilience ● Member since 2022 (appointed by the President of the United States). | Metavante Technologies, Inc. ● A director (public company) from 2007 to 2009. ● President and Chief Operating Officer from 2007 to 2009. ● Chief Financial Officer from 2001 to 2006. ● Other senior positions of increasing seniority from 1992 to 2001. Endurance International Group Holdings ● A director (public company) from 2013 to 2018. West Bend Mutual Insurance Company ● A director (private company) from 2006 to 2018. | | REASONS FOR NOMINATION Mr. Hayford has strong strategic and operational leadership experience developed over an extensive career in technology, payments, and financial services. Mr. Hayford previously served as a public-company chief executive officer and chief financial officer and on multiple public-company boards of directors. Mr. Hayford also currently serves on a federal advisory council to which he was appointed by the President of the United States. The Board believes that Mr. Hayford’s experience in leading strategy, operational execution, and finance at large organizations positions him to bring valuable insight to the Board and assist the Board in its focus on the Company’s operational efficiency, strategic execution, and transformation. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●None | | |

  32. BIOGRAPHIES OF DIRECTOR NOMINEES

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  33. BIOGRAPHIES OF DIRECTOR NOMINEES

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  34. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Director Committees: Compensation & Corporate Governance | Andrew C. Kerin | Age: 60 Director Since: 2010 | | | CAREER HIGHLIGHTS | | | | Towne Park, a hospitality and healthcare parking solutions provider ● Chief Executive Officer since 2017. The Brickman Group, Ltd. ● Chief Executive Officer and a director (a private company) from 2012 until 2016. | Aramark Corporation ● Executive Vice President and Group President, Global Food, Hospitality and Facility Services from 2009 to 2012. ● Executive Vice President and Group President, North America Food from 2006 to 2009. ● Elected as an executive officer as Senior Vice President in 2004. ● President, Aramark Healthcare and Education from 1995 to 2004. ● A number of other management roles within Aramark Corporation. Under his leadership were all of Aramark’s food, hospitality, and facilities businesses, including the management of professional services in healthcare institutions, universities, schools, business locations, entertainment and sports venues, correctional facilities, and hospitality venues. | | REASONS FOR NOMINATION Mr. Kerin brings over 30 years of experience leading business service companies and building service teams across the globe. The Board believes that Mr. Kerin’s deep operational and strategic expertise in the service industry as the CEO of Towne Park and formerly at the Brickman Group, along with his more than 17-year career with Aramark, makes him a valuable asset to the Board, particularly as the Company continues to build its services businesses. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●None | | |

  35. BIOGRAPHIES OF DIRECTOR NOMINEES

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  36. BIOGRAPHIES OF DIRECTOR NOMINEES

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  37. BIOGRAPHIES OF DIRECTOR NOMINEES

    | President and Chief Executive Officer | Sean J. Kerins | Age: 62 Director Since: 2022 | | | CAREER HIGHLIGHTS | | | | Arrow Electronics, Inc. ● President, Chief Executive Officer, and director since 2022. ● Chief Operating Officer from 2020 to 2022. ● President, Global Enterprise Computing Solutions from 2014 to 2020. ● President, North American Enterprise Computing Solutions from 2010 to 2014. ● Vice President, Storage and Networking from 2007 to 2010. | EMC Corporation ● Several sales, marketing, and professional services roles around the world from 1997 to 2007. Other Experience ● Various roles with Coopers & Brand Consulting and General Motors. | | REASONS FOR NOMINATION Mr. Kerins has served for 17 years at the Company in progressively more senior leadership and executive roles. The Board believes Mr. Kerins brings value to the Board from his comprehensive understanding of the Company’s business and deep institutional knowledge of the Company. The Board believes that in Mr. Kerins’ role as CEO of the Company, Mr. Kerins can effectively communicate Board priorities to Company management and provide insight and feedback to the Board on behalf of Company management. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●None | | |

  38. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Director Committees: Audit (Chair) & Corporate Governance | Carol P. Lowe | Age: 58 Director Since: 2021 | | | CAREER HIGHLIGHTS | | | | FLIR Systems, Inc., a thermal imaging company ● Executive Vice President and Chief Financial Officer from 2017 to 2021. Sealed Air Corporation ● Senior Vice President and Chief Financial Officer from 2011 to 2017. Carlisle Companies Incorporated ● President, Carlisle Food Service Products in 2011. ● President, Trail King Industries from 2008 to 2011. ● Vice President and Chief Financial Officer from 2004 to 2008. | TCW Special Purpose Acquisition Corp. ● A director (a public company) from 2021 to 2022. EMCOR Group, Inc. ● A director (a public company) since 2017. Other Experience ● A director of Duravant (a private company) since 2023. ● A director of Novolex (a private company) since 2021. ● Member of the Board of Visitors and Finance Committee, Fuqua School of Business since 2017. | | REASONS FOR NOMINATION Ms. Lowe has valuable experience and a depth of knowledge in many aspects of finance, as well as business services, strategic planning, business development, and information technology. The Board believes that her record of instilling knowledge-based, performance-driven cultures throughout her career enables her to provide insightful contributions to the Company. Ms. Lowe is considered an “audit committee financial expert” as the term is defined in Item 407(d) of Regulation S-K. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●EMCOR Group, Inc. | | |

  39. BIOGRAPHIES OF DIRECTOR NOMINEES

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  40. BIOGRAPHIES OF DIRECTOR NOMINEES

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  41. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Director Committees: Audit | Mary T. McDowell | Age: 59 Director Since: 2023 | | | CAREER HIGHLIGHTS | | | | Mitel Networks Corporation, a global provider of telecommunication products and cloud services ● President and Chief Executive Officer from 2019 to 2021. ● A director (private company) from 2019 to 2022, and Board Chair from 2021 to 2022. Polycom, Inc., an audio and video technology developer ● Chief Executive Officer and a director (private company) from 2016 to 2018. The Informa Group plc ● A director (UK public company) since 2018. ● Senior Independent Director since 2021. | Bazaarvoice, Inc. ● A director (public company) from 2014 to 2016, and Compensation Committee Chair from 2015 to 2016. UBM plc. ● A director (UK public company) from 2014 to 2018. Autodesk, Inc. ● A director (public company) since 2010. ● Compensation Committee Chair since 2012. Other Experience: ● Served as Executive Vice President at Nokia from 2004 to 2012. ● Served in various executive, managerial, and other positions with Compaq Computer Corporation and Hewlett-Packard Company. | | REASONS FOR NOMINATION Ms. McDowell has strong strategic and operational leadership experience developed over an extensive career in the technology industry, owing to her previous roles as chief executive officer of two global technology-focused organizations and the chair of a corporate board of directors. The Board believes that this background allows Ms. McDowell to effectively contribute to the Board’s overall leadership structure and provide valuable insights into the Company’s core businesses and the markets in which they operate. Ms. McDowell also has a proven track record leading strategic transformations and implementing cutting-edge innovation in the fast-moving technology space, including for global businesses with diverse product lines and extensive distribution networks, which the Board believes will help the Company develop, refine, and implement the Company’s growth strategy. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●Autodesk, Inc. ●The Informa Group plc (London Stock Exchange) | | |

  42. BIOGRAPHIES OF DIRECTOR NOMINEES

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  43. BIOGRAPHIES OF DIRECTOR NOMINEES

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  44. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Director Committees: Compensation (Chair) | Gerry P. Smith | Age: 60 Director Since: 2020 | | | CAREER HIGHLIGHTS | | | | The ODP Corporation, an American office supply holding company ● Chief Executive Officer and director (a public company) since 2017. Zero100, a global coalition accelerating progress to zero-percent carbon and 100% digital supply chains ● Founding member of advisory board in 2022, and member of advisory board since 2022 Lenovo Group Limited ● Executive Vice President and Chief Operating Officer from 2016 to 2017. ● Executive Vice President and President of Data Center Group in 2016. ● Chief Operating Officer of the Personal Computing Group and Enterprise Business Group from 2015 to 2016. ● President of the Americas from 2013 to 2015. | Lenovo Group Limited (continued) ● President, North America and Senior Vice President, Global Operations from 2012 to 2013. ● Senior Vice President of Global Supply Chain from 2006 to 2012. Dell Inc. ● Served in a number of roles from 1994 to 2006. | | REASONS FOR NOMINATION Mr. Smith has technology-industry specific strategic, operational, and managerial expertise gained through a more than 25-year career with Lenovo and Dell. Additionally, the Board believes that Mr. Smith’s expertise in positioning companies for future growth and success, global business management experience, and strong track record in increasing operating profit and managing complex integrations for corporations are valuable qualifications on the Board. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●The ODP Corporation | | |

  45. BIOGRAPHIES OF DIRECTOR NOMINEES

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  46. BIOGRAPHIES OF DIRECTOR NOMINEES

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  47. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION For 2023, the non-management members of the Board (that is, all members except Messrs. Kerins and Long, who did not receive any compensation for their Board service) received cash fees at the below annualized rates. After considering market data and the input from Pearl Meyer, during 2023, the Corporate Governance Committee approved adjustments to the director compensation program, also set forth below:

  48. DIRECTOR COMPENSATION

    | 2023 Non-Management Director Compensation | | | | | Prior to May 17 | On or after May 17 | | Annual fee | $100,000 | $110,000 | | Annual fee for service as Corporate Governance Committee Chair | $10,000 | $15,000 | | Annual fee for service as Compensation Committee Chair | $20,000 | $25,000 | | Annual fee for service as Audit Committee Chair | $25,000 | $30,000 |

  49. DIRECTOR COMPENSATION

    In addition to the cash fees for 2023, our non-management directors received restricted stock unit (“RSU”) awards during 2023. On May 16, 2023, each non-management director serving on such date who also served on the Board for the 2021-2022 service year received a special grant of RSUs valued at $175,000, based on the fair market value of Arrow common stock on such date, with immediate vesting. The individuals receiving such grant were Messrs. Austen, Gunby, Kerin, Patrick, Perry, and Smith and Mses. Hamilton and Krzeminski. In light of Mr. Perry’s service as Lead Independent Director for the 2021-2022 service year, he received an additional award amount of $30,000. These additional RSU grants were made due to a change in the timing of the annual RSU grant to directors. Until 2022, Arrow directors received the stock-award component of their compensation as a fully vested RSU grant following each year's annual meeting of shareholders for the director's service over the prior year. As a result of this practice, directors who did not stand for re-election at the end of the year did not receive their full and intended compensation for their service. Starting in February 2022, the Board adopted a new compensation practice of granting unvested stock awards at the beginning of each service year, with that service year starting the day following the annual meeting of shareholders and continuing until the day of the next annual meeting of shareholders. In 2023, the Board noted that in the process of making this switch, non-management directors who served during the 2021-2022 service year had not received the equity compensation for their service during that period and issued the one-time corrective RSU awards to the non - management directors who were then-serving and impacted by the prior non-payment. On May 17, 2023, each non-management director serving on such date, received a standard annual grant of RSUs valued at $185,000 (increased from $175,000 in 2022), based on the fair market value of Arrow common stock on the date of grant. Further, as the independent Board Chair, Mr. Gunby, received an additional

  50. DIRECTOR COMPENSATION

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  51. DIRECTOR COMPENSATION

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  52. DIRECTOR COMPENSATION

    aggregate annual award of RSUs valued at $150,000 (as a sum of two separate awards on May 17, 2023, and September 13, 2023) with such grants made in recognition of the additional responsibilities associated with such position and to bring the Company’s independent Board Chair compensation closer in line with the Company’s peers. The annual grant of RSUs as well as the grants to Mr. Gunby are scheduled to vest and become non-forfeitable on the day before the annual meeting of shareholders the year following grant. The awards will be distributed based on an annual election made by each non-management director that is either (i) the earlier of May 7, 2024, or the day before the Company’s 2024 annual shareholder meeting (which day shall in any event occur during the 2024 calendar year), or (ii) following the grantee’s separation from service provided that he or she continuously served on the Board from the grant date through the vesting date. If the grantee’s service with the Board is terminated for any or no reason prior to the vesting date (other than death, disability, or involuntary termination without cause following a change of control), the RSUs will be forfeited. The following table shows the total dollar value of compensation granted or earned by all non-management directors in or in respect to 2023. Mr. Kerins and Mr. Long did not receive any compensation for their Board service during 2023 and have been excluded from the table. Please see the “2023 Summary Compensation Table” for the compensation received by Messrs. Kerins and Long with respect to 2023.

  53. DIRECTOR COMPENSATION

    | 2023 Non-Management Director Compensation | | | | | | Fees Earned | | | | Name | or Paid in Cash ($)(4) | Stock Awards ($)(5) | Total ($) | | William F. Austen | 117,500 | 360,000 | 477,500 | | Fabian T. Garcia | 105,000 | 185,000 | 290,000 | | Steven H. Gunby | 115,000 | 510,000 | 625,000 | | Gail E. Hamilton | 105,000 | 360,000 | 465,000 | | Andrew C. Kerin | 105,000 | 360,000 | 465,000 | | Laurel J. Krzeminski (1) | 50,000 | 175,000 | 225,000 | | Carol P. Lowe | 115,000 | 185,000 | 300,000 | | Mary T. McDowell | 55,000 | 185,000 | 240,000 | | Stephen C. Patrick (2) | 85,837 | 360,000 | 445,837 | | Barry W. Perry (3) | 50,000 | 205,000 | 255,000 | | Gerry P. Smith | 117,500 | 360,000 | 477,500 |

  54. DIRECTOR COMPENSATION

    | (1) Laurel J. Krzeminski served as a non-management director in 2023 from January 1 to May 17, 2023. |

  55. DIRECTOR COMPENSATION

    | (2) Stephen C. Patrick served as a non-management director in 2023 from January 1 to June 5, 2023. |

  56. DIRECTOR COMPENSATION

    | (3) Barry W. Perry served as a non-management director in 2023 from January 1 to May 17, 2023. |

  57. DIRECTOR COMPENSATION

    | (4) Messrs. Gunby, Kerin, and Perry and Ms. Lowe deferred 100% of their retainers in deferred stock units, and Mr. Patrick deferred 25% of his retainer in deferred stock units. |

  58. DIRECTOR COMPENSATION

    | 36 | |

  59. DIRECTOR COMPENSATION

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  60. DIRECTOR COMPENSATION

    | (5) Amounts reflect the aggregate grant date fair value of the RSUs granted in 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”), based on the closing stock price on the date of grant. The balances of each non-management director’s equity-based awards as of December 31, 2023 (including vested and deferred RSUs) are set forth in the table below: |

  61. DIRECTOR COMPENSATION

    | 2023 Non-Management Directors | | | | | | Unvested Restricted Shares | | | | Name | or Restricted Stock Units | Deferred Restricted Stock Units | Unexercised Stock Options | | William F. Austen | 1,520 | 1,469 | — | | Fabian T. Garcia | 1,520 | 2,720 | — | | Steven H. Gunby | 2,722 | 17,614 | — | | Gail E. Hamilton | 1,520 | 22,119 | — | | Andrew C. Kerin | 1,520 | 25,674 | — | | Laurel J. Krzeminski | — | — | — | | Carol P. Lowe | 1,520 | 4,216 | — | | Mary T. McDowell | 1,520 | — | — | | Stephen C. Patrick | — | 20,007 | — | | Barry W. Perry | — | 23,753 | — | | Gerry P. Smith | 1,520 | 3,896 | — |

  62. DIRECTOR COMPENSATION

    Under the terms of the Non-Employee Director Deferred Compensation Plan, non-management directors may defer the payment of all or a portion of their annual retainers until the end of their service on the Board. Unless the director chooses a different amount, 50% of the director’s annual retainer fee is automatically deferred and converted into units of Arrow common stock. The units held by each director are included under the heading “Common Stock Units” in the table labeled “Shares of Common Stock Beneficially Owned.” The amounts deferred by each director for 2023, to the extent there were any amounts deferred, are included under the column “Fees Earned” in the table labeled “2023 Non- Management Director Compensation” above. All deferrals under the plan will be paid upon separation of service from the Board. For stock awards outlined in the table labeled “2023 Non-Management Director Compensation,” each director is given the option to have their RSUs converted to shares (i) on the first anniversary of the grant date or (ii) following the grantee’s separation from service provided that they continuously served on the Board from the grant date through the vesting date. Messrs. Austen, Kerin, and Patrick and Mses. Hamilton and McDowell elected to have their 2023 RSU awards converted to shares one year after the grant.

  63. Strategic Performance Results

    Shareholder Feedback and 2023 Say-On-Pay We regularly engage with our shareholders to hear their views on our executive compensation program and consider their input, along with emerging best practices each year, as we evaluate our executive compensation program. Our say-on-pay proposal at our 2023 annual shareholder meeting received approximately 93% support, reflecting shareholder confidence in the overall philosophy and design of our executive compensation program. In the fall of 2023, we conducted broad shareholder outreach, requesting meetings with 35 shareholders representing approximately 72% of shares then outstanding, and engaging in meetings with shareholders representing approximately 17% of shares then outstanding. Our independent Board Chair, Steve Gunby, participated in meetings with shareholders representing approximately 11% of shares then outstanding. Shareholder engagement acceptance was lower than in prior years, with shareholders representing an additional 27% of our then-shareholder base declining an engagement meeting and noting that they were satisfied with Arrow’s profile. During these engagements, shareholders expressed their continued support for Arrow’s executive compensation program, noting appreciation for the pay-for-performance alignment. We emphasized that Arrow’s executive compensation program did not change year over year and conveyed that the Compensation Committee’s objective is to maintain a program that advances the Company’s strategy and is aligned with shareholders’ interests. Additionally, shareholders were interested in understanding the Committee’s approach to setting executive targets and evaluating performance in a more cyclical business, and given the macroeconomic environment, we have enhanced the disclosure related to 2023 in the CD&A. As a result of shareholder feedback, we enhanced our disclosure regarding PSU performance metrics in the year of the award (see chart “Performance Metrics for 2023 PSU Grants” under subheading “Long-Term Incentive Awards” section later in this CD&A).

  64. 2023 Executive Compensation Program At-A-Glance

    | Key Elements | | | | Pay Element | Form | Performance Metric | | Base Salary | Cash | > Base salary is set at market-competitive levels | | Annual Cash Incentives | Cash | > 70% Absolute EPS(1) > 30% Strategic Goals | | LTIP | 50% - PSUs | > 60% three-year Relative EPS Growth(1) > 40% three-year Average Return on Invested Capital (“ROIC”) minus the Weighted Average Cost of Capital (“WACC”)(1) | | | 50% - RSUs | > Stock price performance |

  65. Incentive Plans: A Closer Look at the Performance Metrics

    Incentive Plans: A Closer Look at the Performance Metrics The Compensation Committee discusses metric selection regularly. The focus of our annual and long-term incentives is achieving profitable growth and driving long-term shareholder value creation by supporting the following key objectives:

  66. Incentive Plans: A Closer Look at the Performance Metrics

    | > | To generate EPS growth in excess of our competitors’ EPS growth and market expectations; |

  67. Incentive Plans: A Closer Look at the Performance Metrics

    | > | To grow EPS at a rate that provides the capital necessary to support the Company’s business strategy; |

  68. Incentive Plans: A Closer Look at the Performance Metrics

    | > | To focus on strategic goals that will differentiate Company performance over time; and |

  69. Incentive Plans: A Closer Look at the Performance Metrics

    | > | To allocate and deploy capital effectively so that ROIC exceeds the Company’s WACC. |

  70. Incentive Plans: A Closer Look at the Performance Metrics

    | 46 | |

  71. Incentive Plans: A Closer Look at the Performance Metrics

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  72. Incentive Plans: A Closer Look at the Performance Metrics

    As such, we use a carefully balanced mix of quantifiable absolute and relative financial, strategic, and operational metrics across our incentive plans ─ with a heavier emphasis on EPS because of its strong alignment with shareholder value. Recognizing that EPS is used as a metric in both the annual and long-term incentives, the Compensation Committee balances EPS with other metrics designed to support the Company’s business strategy and align with shareholder interests. In addition, the way EPS is measured and balanced with other performance metrics to support our goals works differently under each of the incentive plans, as outlined below:

  73. Incentive Plans: A Closer Look at the Performance Metrics

    | Annual Cash Incentives | Long Term Incentives | | Absolute EPS Weighted 70% > Defined as a pre-determined range of Company performance targets for the fiscal year > Driven by specific Company initiatives designed to improve financial performance results > Easily understood by stakeholders Strategic Goals Weighted 30% > Places focus on goals that are critical to our strategic growth > For 2023, underscores our commitment to managing our environmental and social impacts in operations and measured against: o Environmental Strategy: reduction of Scope 1 and 2 emissions of Arrow’s EMEA fleet and at specified facilities o Human Capital Strategy – diversity and equality measures: goals linked to the Company’s diversity and inclusion principles > Are dynamic and expected to change on an annual basis depending on the relevant business priorities for the performance year o The Compensation Committee determines specific, measurable targets that are aligned with the Company’s strategy > Provides balance to Absolute EPS | Three-Year Relative EPS Growth Weighted 60% > Defined as Arrow’s three-year EPS growth as compared to the EPS growth of Arrow’s Peer Group > Holds management accountable to outperform peers over the performance period > Supports the creation of long-term shareholder value Operational Metrics: Focus on Efficiency Weighted 40% > Measures performance based on Arrow’s three - year average ROIC in excess of its three - year WACC > Helps mitigate variance from economic cycles, which market-based metrics would introduce > Incentivizes prudent use of capital and rewards value creation Threshold Trigger: Net Income Vesting contingent upon a Net Income threshold of greater than zero |

  74. Incentive Plans: A Closer Look at the Performance Metrics

    | | 47 |

  75. Incentive Plans: A Closer Look at the Performance Metrics

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  76. Target Total Direct Compensation Pay Mix

    Target Total Direct Compensation Pay Mix The charts below show the target TDC of the CEO and the other NEOs active at the end of fiscal 2023. Annual and long-term incentives play a significant role in the NEOs’ overall compensation at Arrow. We believe that annual and long-term incentives are essential to linking pay to performance, aligning compensation with organizational strategies and financial goals, and rewarding executives for the creation of shareholder value. For fiscal 2023, in the aggregate, 81% of the NEOs’ target TDC was at risk and tied to corporate performance, measured by Absolute EPS, ROIC, WACC, and strategic ESG goals (86% for the Company’s CEO and an average of 78% for the other continuing NEOs).

  77. Best Compensation Practices and Policies

    | What We Do | | What We Do Not Do | | | √ | Heavy emphasis on variable compensation | × | No guaranteed salary increases or incentive guarantees | | √ | Balance of annual and long-term compensation to discourage short-term risk-taking at the expense of long-term results | × | No employment contracts containing multi-year guarantees for salary increases, non-performance-based bonuses, or equity compensation | | √ | All long-term stock unit incentives vest based on performance | × | No “single trigger” change in control cash payments or equity vesting | | √ | Rigorous stock ownership guidelines | × | No incentive plan payouts without justifiable performance linkage | | √ | Meaningful quantitative goals for performance-based annual and long-term compensation | × | No option backdating, repricing, or cash-out of underwater options | | √ | Clawback policies covering cash and equity incentive compensation | × | No dividends or dividend equivalents paid on unvested PSUs or RSUs | | √ | Annual say-on-pay advisory vote | × | No golden parachute tax gross-ups | | √ | Quantitative strategic goals in annual cash incentive plan | × | No speculative trading, hedging on derivative transactions, or pledging of Company stock | | √ | Limited perquisites | × | No tax reimbursements on executive perquisites | | √ | Annual market comparison of executive compensation against a relevant peer group | × | No stock options granted with an exercise price at less than fair market value |

  78. Base Salary

    | > | relevant benchmarking data, which includes Peer Group and third-party general industry survey data. |

  79. Base Salary

    Subject to ratification by the Board, the CEO’s base salary is determined by the Compensation Committee in executive session based on its evaluation of the CEO’s individual performance, the Company’s performance, and relevant benchmarking data. In consultation with its independent compensation consultant, the Compensation Committee met in December 2022 to conduct its annual review of base salaries and determine the 2023 base salary for each NEO. As a result of its review, the Compensation Committee approved a 13% increase to Ms. Jean-Claude’s base salary, effective January 1, 2023, based on individual performance, time in the role, and relevant benchmarking data. None of the other NEOs received base salary adjustments. The table below provides an overview of the base salaries of the NEOs as of the fiscal year end (or, in the case of Messrs. Long and Schell, as of their departure dates):

  80. Annual Cash Incentives

    Annual Cash Incentives

  81. Annual Cash Incentives

    | Pay Element | Form | Performance Metric | | Annual Cash Incentives | Cash | > 70% Absolute EPS > 30% Strategic Goals |

  82. Annual Cash Incentives

    The Company’s annual cash incentives are designed to reward individuals for performance against pre - established metrics set by the Compensation Committee at the beginning of the year. Each NEO is assigned an annual cash incentive target based on the NEO’s level of responsibility, ability to impact overall results, and relevant benchmarking data. Actual annual cash incentive awards may be higher or lower than the market since awards are based on results against pre-established performance metrics and can range from 0% to 170% of the annual cash incentive target.

  83. Annual Cash Incentives

    | | 51 |

  84. Annual Cash Incentives

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  85. Annual Cash Incentives

    In consultation with its independent compensation consultant, the Compensation Committee met in December 2022 to conduct its annual review of annual cash incentives and determine the 2023 annual cash incentives for each NEO. As a result of its review and commensurate with the adjustment to her base salary, the Compensation Committee approved a 13% increase to Ms. Jean-Claude’s annual cash incentive target, effective January 1, 2023, based on individual performance, time in the role, and relevant benchmarking data. There were no other changes to annual cash incentive targets. The table below provides a summary of the annual cash incentive targets for each NEO for fiscal 2022 and 2023:

  86. Annual Cash Incentives

    | Name | 2022 | 2023 | % Change | | Sean J. Kerins | $2,000,000 | $2,000,000 | 0% | | Rajesh K. Agrawal | $700,000 | $700,000 | 0% | | Gretchen K. Zech | $675,000 | $675,000 | 0% | | Kristin D. Russell | $550,000 | $550,000 | 0% | | Carine L. Jean-Claude (1) | $400,000 | $450,000 | 13% | | Michael J. Long (2) | $2,000,000 | $2,000,000 | 0% | | Kirk D. Schell | $500,000 | $500,000 | 0% |

  87. Annual Cash Incentives

    | (1) Ms. Jean-Claude’s annual cash incentive target increased effective January 1, 2023, as a result of the Compensation Committee’s annual review, as described above. |

  88. Annual Cash Incentives

    | (2) Mr. Long’s annual cash incentive target above represents his opportunity at the beginning of 2023. His actual payout was prorated for his period of service from January 1, 2023 to July 5, 2023 and determined based on the Company’s achievement of the relevant performance goals. |

  89. Annual Cash Incentives

    | 52 | |

  90. Annual Cash Incentives

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  91. 2023 Annual Cash Incentive Performance Goals and Results

    2023 Annual Cash Incentive Performance Goals and Results For fiscal 2023, the annual cash incentive for each of the NEOs was based on a combination of financial and strategic goals weighted at 70% and 30%, respectively. The 2023 annual cash incentive metrics and results against the targets of those metrics are summarized below. Financial Goals. Each NEO can earn between 0% and 200% of the target award linked to our financial goals based on actual performance against annual financial targets. The Compensation Committee selected Absolute EPS to reinforce the Company’s overall profit objectives based on the rationale that Absolute EPS is a primary driver of shareholder value creation. Coming off a record performance year in 2022, the 2023 Absolute EPS target setting process was informed by the macroeconomic indicators and market forecasts for a global recessionary environment impacting Arrow’s business at the time, including:

  92. 2023 Annual Cash Incentive Performance Goals and Results

    | ● | general market conditions in the Asia region; |

  93. 2023 Annual Cash Incentive Performance Goals and Results

    | ● | IT spend softness in North America; |

  94. 2023 Annual Cash Incentive Performance Goals and Results

    | ● | industry concerns about supply chain normalization resulting in elevated customer inventory levels; |

  95. 2023 Annual Cash Incentive Performance Goals and Results

    | ● | declines in the shortage market from its peak; |

  96. 2023 Annual Cash Incentive Performance Goals and Results

    | ● | rising geo-political tensions; and |

  97. 2023 Annual Cash Incentive Performance Goals and Results

    | ● | rising interest rates. |

  98. 2023 Annual Cash Incentive Performance Goals and Results

    The Compensation Committee had knowledge of the potential disruption such factors could have on the Company based on similar historical cyclical downturns. With these considerations in mind, the Compensation Committee set the 2023 Absolute EPS target approximately 17% below prior-year Absolute EPS results. This reduction was similar in relative size to the profit decline that occurred during the recent semiconductor market slowdown in 2019. While the target was set below prior-year actuals, it was aligned with the annual business plan and set well ahead of market expectations at that time, reflecting the Compensation Committee’s commitment to setting challenging performance goals. The Compensation Committee believed that the targets were rigorous and would appropriately incentivize our executives. At the end of the performance period, the actual Absolute EPS result declined 26% relative to the prior year, confirming the difficult market environment anticipated by the Compensation Committee when setting 2023 targets. The Compensation Committee evaluated the resulting achievement outcomes, which were below target and determined that the financial goals had appropriately aligned incentives with the actual performance of the Company and the leadership team in a challenging market environment and concluded that pay and performance were reasonably aligned.

  99. 2023 Annual Cash Incentive Performance Goals and Results

    | | 53 |

  100. 2023 Annual Cash Incentive Performance Goals and Results

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  101. 2023 Annual Cash Incentive Performance Goals and Results

    | | | Performance Range | | | | | | | | (% of Target Payout) | | | | Payout | | | | Threshold | Target | Maximum | Actual | as a % of | | Metric | Weighting | (25%) | (100%) | (200%) | Result | Target | | Absolute EPS | 70.0% | $14.41 | $19.21 | $24.01 | $17.06 | 66.41% |

  102. 2023 Annual Cash Incentive Performance Goals and Results

    Note: Payouts are linearly interpolated for performance between threshold and maximum. For performance below threshold, there is no payout earned. Strategic Goals. Each NEO can earn between 0% and 100% of the target award for these metrics based on actual performance against the annual strategic goals. Strategic metrics and goals are intended to be dynamic and expected to change annually depending on the relevant business priorities for the performance year. Each year, the Compensation Committee determines specific performance objectives that are designed to be rigorous and support the long-term success of the Company’s strategy. We believe our ESG strategy and achievements can enhance the long-term sustainability and financial performance of our Company. To demonstrate Arrow’s commitment to the importance of these efforts, the Compensation Committee established performance objectives related to carbon emissions reduction and the Company’s diversity and equality measures as components of our executive annual cash incentive plan for 2023. Our environmental strategy goal was to reduce carbon emissions by 5% across Arrow’s EMEA fleet and at ten specified facilities in 2023 (representing 40% of Arrow’s square footage). Our human capital strategy goals measured success in our efforts towards fostering a diverse talent pipeline to grow diverse representation in Company leadership.

  103. 2023 Annual Cash Incentive Performance Goals and Results

    | | | Performance Range | | | | | | | (% of Target Payout) | | | Payout | | | | Threshold | Target/Maximum | Actual | as a % of | | Metric | Weighting | (75%) | (100%) | Result | Target | | Environmental Strategy: | | | | | | | Reduction of Metric Tons of CO2 Equivalent (1) (2) | 15.0% | 0.0% | -5.0% | -40.0% | 100% | | Human Capital Strategy - diversity and equality measures: | | | | | | | Leadership Global: Growth in Gender Representation (1) (3) | 7.5% | 0.0 points | 0.25 points | -0.73 points | 0% | | Leadership US: Growth in Underrepresented Race/Ethnicity Representation (1) (3) | 7.5% | 0.0 points | 0.25 points | 0.12 points | 87% |

  104. 2023 Annual Cash Incentive Performance Goals and Results

    | (1) Payouts are linearly interpolated for performance between threshold and target, with no payout for performance below the threshold and no additional award for achieving above-target performance. |

  105. 2023 Annual Cash Incentive Performance Goals and Results

    | (2) Payout at cut-in is 75% of the incentive target for maintaining the prior year's carbon emissions level; up to 100% of the incentive target for achieving a 5.0% reduction in the metric tons of CO2 equivalent. |

  106. 2023 Annual Cash Incentive Performance Goals and Results

    | (3) Payout at cut-in is 75% of the incentive target for maintaining the prior year's diversity and equality percentages; up to 100% of the incentive target for growing representation of women leaders globally and leaders who are of underrepresented race/ethnicity in the U.S. by 0.25 points. |

  107. 2023 Annual Cash Incentive Performance Goals and Results

    | 54 | |

  108. 2023 Annual Cash Incentive Performance Goals and Results

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  109. 2023 Annual Cash Incentive Performance Goals and Results

    The performance achievement related to our environmental strategy exceeded the maximum performance targets. The performance achievements related to our human capital strategy were below the relevant targets. The Compensation Committee evaluated the resulting formulaic outcomes and determined that the goals had appropriately aligned leadership team incentives with the actual performance of the Company and concluded that pay and performance were reasonably aligned. Award Payouts. The Absolute EPS and strategic ESG goal achievements resulted in an overall award payout of 68.01%, which, under its negative discretion review and determination authority, the Compensation Committee approved. The table below sets forth the 2023 annual cash incentive awards paid to each NEO.

  110. 2023 Annual Cash Incentive Performance Goals and Results

    | | Target | | Strategic | | | | | Annual Cash | Absolute | ESG Goals | Total | | | | Incentive | EPS Payout | Payout | Payout | Total | | Name | ($) | (70% Weighting) | (30% Weighting) | (as % of Target) | Payout ($) | | Sean J. Kerins | $2,000,000 | 66.41% | 71.75% | 68.01% | $1,360,200 | | Rajesh K. Agrawal | $700,000 | 66.41% | 71.75% | 68.01% | $476,070 | | Gretchen K. Zech | $675,000 | 66.41% | 71.75% | 68.01% | $459,068 | | Kristin D. Russell | $550,000 | 66.41% | 71.75% | 68.01% | $374,055 | | Carine L. Jean-Claude | $450,000 | 66.41% | 71.75% | 68.01% | $306,045 | | Michael J. Long (1) | $1,019,200 | 66.41% | 71.75% | 68.01% | $693,158 | | Kirk D. Schell (2) | $500,000 | — | — | — | $— |

  111. 2023 Annual Cash Incentive Performance Goals and Results

    | (1) Mr. Long’s annual cash incentive award was prorated for his period of service from January 1, 2023 to July 5, 2023 and determined based on the Company’s achievement of the relevant performance goals. In anticipation of his upcoming retirement, the award was approved by the Compensation Committee on May 17, 2023, as an exception to the Management Incentive Compensation Plan’s requirement to be employed by Arrow on the day the annual cash incentive awards are paid. |

  112. 2023 Annual Cash Incentive Performance Goals and Results

    | (2) In connection with his separation, Mr. Schell received a severance payment determined based on the Company’s achievement of the financial targets for the full fiscal year and the strategic performance goals achieved through the date of his separation. Please see “Kirk D. Schell – Separation Benefits” under the heading “2023 Potential Payouts Upon Termination” for a discussion of the compensation payable to Mr. Schell in connection with his separation. |

  113. 2023 Annual Cash Incentive Performance Goals and Results

    | | 55 |

  114. 2023 Annual Cash Incentive Performance Goals and Results

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  115. Long-Term Incentive Awards

    Long-Term Incentive Awards Long-term incentive awards (also referred to as “LTIP”) are designed to promote a balanced focus on driving performance, retaining talent, and aligning the interests of the Company’s NEOs with those of its shareholders. Under the LTIP, awards are expressed in dollars and are customarily granted annually. For 2023, the annual LTIP awards for NEOs, other than Mr. Long, included a mix of Performance Stock Units (“PSUs”) and RSUs. For Mr. Long, his LTIP award was delivered entirely in the form of RSUs.

  116. Long-Term Incentive Awards

    | LTIP Equity Mix | | | | | Form | Performance Metric | Rationale | Detail | | 50% - PSUs | > 60% three-year Relative EPS Growth > 40% three-year average ROIC minus three-year WACC > Stock price performance | > Incents and rewards long-term performance > Supports retention | > The number of PSUs earned (from 0% to 185% of target number of PSUs granted) is based on the Company’s performance over a three-year period > Vesting also contingent on positive net income in the fiscal year of the initial grant > PSUs are settled in shares of Arrow stock at the end of the three-year vesting term if the performance metrics are achieved | | 50% - RSUs | > 100% contingent on positive net income in the fiscal year of the initial grant | > Supports retention | > RSUs generally vest in four equal annual installments beginning on the first anniversary of the grant > RSUs are settled in shares of Arrow stock when vested |

  117. 2023 Target LTIP Award Opportunities

    2023 Target LTIP Award Opportunities The Company’s annual long-term incentives are designed to incentivize and reward individuals for strong performance by the Company based on pre-established metrics set by the Compensation Committee.

  118. 2023 Target LTIP Award Opportunities

    | 56 | |

  119. 2023 Target LTIP Award Opportunities

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  120. 2023 Target LTIP Award Opportunities

    The Compensation Committee evaluates the CEO’s performance and also considers prior grant history, the Compensation Committee’s assessment of his contribution, potential contribution, peer compensation benchmarking analysis, and the long-term incentive award practices of the Peer Group to determine his annual long-term incentive award (which is then ratified by the Board’s independent directors). The Compensation Committee also makes LTIP award decisions for other executives based on the abovementioned factors and input from the CEO, and each NEO is assigned an annual long-term incentive target based on the NEO’s level of responsibility, ability to impact overall results, and relevant benchmarking data. These awards are set forth below. For more detail, including the expense to the Company associated with each grant, see the table labeled “2023 Grants of Plan-Based Awards” below. The Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, the Compensation Committee’s practice is to approve them at the first regularly scheduled meeting of the calendar year as part of the annual compensation review and after results for the preceding fiscal year become available. In addition, the Board or Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. We believe that the Company’s three-year average burn rate of 0.61% of weighted average basic common shares outstanding reflects its prudent management of equity shares used under its LTIP. In consultation with its independent compensation consultant, the Compensation Committee met in December 2022 to conduct its annual review of LTIP awards and to determine the 2023 annual LTIP award for each NEO. As a result of its review, the Compensation Committee approved an increase in Mr. Kerins’ LTIP award to reflect his promotion to President and CEO as well as a decrease in Mr. Long’s LTIP award based on his role as Executive Chair, consistent with market and peer practices. In addition, the Compensation Committee approved an 8% and 21% increase to Mses. Russell and Jean-Claude’s annual long-term incentive awards, respectively, effective February 15, 2023, based on individual performance, time in the role, and relevant benchmarking data. The table below provides a summary of the grant-date values of the annual long-term incentive awards for each participating NEO.

  121. 2023 Target LTIP Award Opportunities

    | Name | 2022 | 2023 | % Change | | Sean J. Kerins (1) | $3,500,000 | $4,000,000 | 14% | | Rajesh K. Agrawal (2) | $n/a | $2,200,000 | 0% | | Gretchen K. Zech | $1,500,000 | $1,500,000 | 0% | | Kristin D. Russell (3) | $1,200,000 | $1,300,000 | 8% | | Carine L. Jean-Claude (4) | $700,000 | $850,000 | 21% | | Michael J. Long (5) | $6,000,000 | $3,000,000 | -50% | | Kirk D. Schell (6) | $n/a | $1,500,000 | 0% |

  122. 2023 Target LTIP Award Opportunities

    | (1) For 2023, Mr. Kerins’ award was increased to reflect his promotion to President and CEO consistent with market and peer practices. For 2022, Mr. Kerins’ award value reflects his annual LTIP award on February 16, 2022 and an additional award granted on June 1, 2022 to align his total LTIP award value closer to market and peer practices for his role as President and CEO. |

  123. 2023 Target LTIP Award Opportunities

    | (2) Mr. Agrawal joined the Company on September 6, 2022, and he did not receive an annual long-term incentive award in 2022. |

  124. 2023 Target LTIP Award Opportunities

    | (3) For 2023, Ms. Russell’s annual long-term incentive award increased effective February 15, 2023, as a result of the Compensation Committee’s annual review, as described above. |

  125. 2023 Target LTIP Award Opportunities

    | (4) For 2023, Ms. Jean-Claude’s annual long-term incentive award increased effective February 15, 2023, as a result of the Compensation Committee’s annual review, as described above. |

  126. 2023 Target LTIP Award Opportunities

    | | 57 |

  127. 2023 Target LTIP Award Opportunities

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  128. 2023 Target LTIP Award Opportunities

    | (5) For 2023, Mr. Long’s award was reduced based on his role as Executive Chair consistent with market and peer practices. |

  129. 2023 Target LTIP Award Opportunities

    | (6) Mr. Schell joined the Company on May 12, 2022, and he did not receive an annual long-term incentive award in 2022. |

  130. 2023 Target LTIP Award Opportunities

    The 2023 LTIP awards were granted as follows:

  131. 2023 Target LTIP Award Opportunities

    | Name | PSUs | RSUs | | Sean J. Kerins | 16,083 | 16,082 | | Rajesh K. Agrawal | 8,845 | 8,846 | | Gretchen K. Zech | 6,031 | 6,031 | | Kristin D. Russell | 5,227 | 5,227 | | Carine L. Jean-Claude | 3,417 | 3,418 | | Michael J. Long | — | 24,124 | | Kirk D. Schell | 6,031 | 6,031 |

  132. A Closer Look at PSUs: 2023 Grants

    A Closer Look at PSUs: 2023 Grants The 2023 PSU awards are tied to Arrow’s three-year (2023-2025) EPS growth as compared to the EPS growth of Arrow’s Peer Group (see the “The Role of Peer Companies” section below in this CD&A) and Arrow’s three - year average ROIC in excess of its three-year WACC. The calculation of WACC is defined as the sum of the after-tax cost of each capital component times its weight. The Compensation Committee chose these performance metrics and the range of payouts in order to reward participants for successfully balancing profit maximization and the efficient use of capital, both key drivers in creating shareholder value. The Compensation Committee established the PSU performance goals to encourage strong, focused performance. Given the economic and market conditions at the time the targets were set, the target payout levels were designed to be challenging but achievable, while payouts at the maximum levels were designed to be stretch goals. The three-year Relative EPS Growth metric is weighted at 60%, and the three-year average ROIC minus three- year WACC metric is weighted at 40%. At the end of the performance period, the Compensation Committee reviews the outcome of the payout within the context of the Company’s overall performance during the period, including an evaluation of the underlying metrics, and may implement a downward adjustment to the payout if the Compensation Committee concludes that an adjustment would be appropriate to align pay outcomes with performance.

  133. A Closer Look at PSUs: 2023 Grants

    | 58 | |

  134. A Closer Look at PSUs: 2023 Grants

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  135. Performance Stock Unit Payout Matrix (January 1, 2023 - December 31, 2025)

    Performance Stock Unit Payout Matrix (January 1, 2023 - December 31, 2025)

  136. Performance Stock Unit Payout Matrix (January 1, 2023 - December 31, 2025)

    | (1) There will be no payout if ROIC minus WACC is less than zero, except when determined otherwise in the Compensation Committee’s discretion. |

  137. Performance Stock Unit Payout Matrix (January 1, 2023 - December 31, 2025)

    | (2) The nine companies comprising the Peer Group are Avnet, Inc., CDW Corporation, Celestica Inc., Flex Ltd., Hewlett Packard Enterprise Company, HP Inc., Jabil Inc., TD SYNNEX Corporation, and Wesco International, Inc. |

  138. Performance Stock Unit Payout Matrix (January 1, 2023 - December 31, 2025)

    Provided the Company achieves a non-GAAP net income of greater than zero during the grant year, participants may earn up to 185% of their targeted PSUs based on performance against the pre-established performance goals, subject to the individual’s continued employment through the applicable vesting date and any rights provided under the applicable award agreement, Severance Policy (as defined below), and Participation Agreements (as defined below).

  139. Performance Payout for 2021 PSU Grants (January 1, 2021 – December 31, 2023)

    Performance Payout for 2021 PSU Grants (January 1, 2021 – December 31, 2023) Three-year average ROIC in excess of three-year WACC (40%). Results are measured at the end of the three - year performance period against Arrow’s internal target, which was set to exceed Arrow’s three-year WACC by 1.5% (as shown in the table below) and is based on an enduring value creation standard. Three-year Relative EPS Growth (60%). Results are measured by the change in Arrow’s EPS during the performance cycle as compared to the companies in the Peer Group and the relative ranking determines the payout as a percentage of target as shown in the table below. The performance period for the PSUs granted in 2021 was January 1, 2021, to December 31, 2023. The payout level was approved by the Compensation Committee in February 2024. The Company determined its EPS growth ranked fifth among the reporting companies (a weighted result of 60%). The Company’s average ROIC exceeded its WACC by 7.93% during the same period (a weighted result of 80%). As a result, in February 2024, the PSUs granted in 2021 vested at 140% of the target number of PSUs.

  140. Performance Payout for 2021 PSU Grants (January 1, 2021 – December 31, 2023)

    | | 59 |

  141. Performance Payout for 2021 PSU Grants (January 1, 2021 – December 31, 2023)

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  142. Performance Stock Unit Payout Matrix (January 1, 2021 - December 31, 2023)

    Performance Stock Unit Payout Matrix (January 1, 2021 - December 31, 2023)

  143. Performance Stock Unit Payout Matrix (January 1, 2021 - December 31, 2023)

    | (1) There will be no payout if ROIC minus WACC is less than zero, except when determined otherwise in the Compensation Committee’s discretion. |

  144. Performance Stock Unit Payout Matrix (January 1, 2021 - December 31, 2023)

    | (2) The nine companies comprising the Peer Group are Avnet, Inc., CDW Corporation, Celestica Inc., Flex Ltd., Hewlett Packard Enterprise Company, HP Inc., Jabil Inc., TD SYNNEX Corporation, and Wesco International, Inc. |

  145. Restricted Stock Units

    Restricted Stock Units Grants of RSUs represent 50% of the LTIP value for the participating NEOs and vest in 25% increments on each of the first four anniversaries of the grant date, contingent upon the Company achieving positive net income in the fiscal year of the initial grant and subject to the individual’s continued employment through the applicable vesting date and any rights provided under the applicable award agreement, Severance Policy (as defined below), and Participation Agreements (as defined below). RSUs are intended to provide the NEOs with the economic equivalent of a direct ownership interest in the Company during the vesting period and provide the Company with significant retention security.

  146. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The Compensation Committee has selected and engaged Pearl Meyer as its independent compensation consultant to provide the Compensation Committee with expertise on various compensation matters, including competitive practices, market trends, and specific program design. Additionally, Pearl Meyer provides the Compensation Committee with competitive data regarding market compensation levels at the 25th, 50th, and 75th percentiles for total compensation and each major compensation element. Pearl Meyer reports to the Compensation Committee and, other than advising the Corporate Governance Committee on non-employee director compensation, does not provide any other services to the Company or its management. The Compensation Committee annually assesses compensation advisors' independence and potential conflicts of interest in accordance with applicable law and NYSE listing standards. Based on its assessment, the Compensation Committee determined that Pearl Meyer’s services have not raised any conflicts of interest.

  147. The Role of Peer Companies

    The Role of Peer Companies While the Compensation Committee believes targeting TDC around the market median is appropriate, target TDC levels can range from below-to above-market based on factors such as experience and performance of the individual and the Company or applicable business unit over time. For Arrow’s annual competitive benchmarking study, Pearl Meyer reviews compensation data of the Peer Group, as well as general industry survey data published by third parties. The Compensation Committee evaluates the appropriateness of each NEO’s compensation based on factors such as Company and business unit performance, job scope, individual performance, time in position, and alignment with comparable positions at companies in the Peer Group. To the extent the Compensation Committee deems that the compensation level associated with a NEO’s position versus the market (one measure of which is the Peer Group) is not aligned with the relevant factors, the Compensation Committee may choose to modify one or more of the NEO’s compensation components. With input from its independent compensation consultant, the Compensation Committee annually reviews and approves the compensation Peer Group to evaluate whether it continues to meet the Company’s objectives, based on the process set forth below under “Peer Group Selection Process.” Based on the Compensation

  148. The Role of Peer Companies

    | | 61 |

  149. The Role of Peer Companies

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  150. The Role of Peer Companies

    Committee’s review during 2022, no changes were made to the Peer Group for 2023 as the peer group continues to be viewed as appropriately aligned with Arrow’s business and the factors set forth below.

  151. Peer Group Selection Process

    Peer Group Selection Process

  152. Peer Group Selection Process

    | Set an initial list of companies | | Screened initial list with established criteria | | Performed a robust analytical review that considered: | | > Other technology distributors > GICS code to determine industry relevance > Use of capital > Geographic footprint | | > Industry similarity > Peer similarity > Size similarity > Business model alignment | | > Market cap > Revenue > Market cap to revenue ratio > Return on invested capital > Gross margin > Dividend yield > Total shareholder return |

  153. Peer Group Selection Process

    | | 2023 PEER GROUP (the “Peer Group”) | | | > Avnet, Inc. | > Flex, Ltd. | > Jabil Inc. | | > CDW Corp. | > HP Enterprise Co. | > TD SYNNEX Corp. | | > Celestica Inc. | > HP Inc. | > WESCO International Inc. |

  154. Peer Group Selection Process

    | 2023 Peer Group Data (Millions) | | | | Percentile | Revenue (1) | Market Cap | | 25th | 23,192 | 7,154 | | Median | 29,261 | 11,422 | | 75th | 33,367 | 20,648 | | Arrow | 33,107 | 6,578 | | Percentile Rank | 67% | 22% |

  155. Peer Group Selection Process

    | (1) Trailing Twelve Months. Source: Company reports and S&P Capital IQ market data. |

  156. Peer Group Selection Process

    The Compensation Committee also reviews other benchmarking data of companies outside of the Peer Group when deemed necessary and appropriate. This data can cover a variety of areas, such as equity vesting practices, the prevalence of performance metrics among peer companies, types of equity vehicles used by peer companies, severance practices, equity burn rates, and any other market data the Compensation Committee believes it needs to consider when evaluating the Company’s executive compensation program.

  157. Peer Group Selection Process

    | 62 | |

  158. Peer Group Selection Process

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  159. Incentive Compensation Clawback Policy

    Incentive Compensation Clawback Policy The Incentive Compensation Clawback Policy is additive, and not duplicative, of the Dodd-Frank Compensation Clawback Policy. The Incentive Compensation Clawback Policy permits the Company, acting through its Compensation Committee, to recoup specific executive compensation from its executive officers (without duplication of any recoupment under the Dodd-Frank Compensation Clawback Policy), vice-president managers, and other members of senior management, in the event of (i) a Restatement or (ii) an executive’s involvement in specified misconduct under the Incentive Compensation Clawback Policy (“Misconduct”). In the event of a Restatement, the Compensation Committee may require an employee to reimburse the Company or to forfeit any excess incentive compensation (which could include PSUs and RSUs under the LTIP) received by the employee during the three completed fiscal years immediately preceding the date on which the Company is required to prepare a Restatement. In the event of Misconduct, the Compensation Committee may require an employee to reimburse the Company or to forfeit any and all incentive compensation if the Misconduct occurred during any of the three fiscal years preceding the grant, payment, vesting, or settlement of the incentive compensation. Consistent with the Dodd-Frank Compensation Clawback Policy, the Incentive Compensation Clawback Policy prohibits the Company from indemnifying or reimbursing the covered employee for any loss under the Incentive Compensation Clawback Policy.

  160. Insider Trading Policy

    The Company’s open trading windows commence on the opening of the market on the first day after the filing with the SEC of the Company’s Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as applicable, until the close of the market on the fifteenth calendar day prior to the last day of the then-current quarter. The Chief Legal Officer may also impose special trading blackout periods due to the occurrence of material developments known to the Company but not yet publicly disclosed. Under the insider-trading policy, directors and executive leadership must also preclear their trades (unless done under an existing 10b5-1 plan) or the adoption or modifications of any 10b5-1 plans with the Company’s Chief Legal Officer. In 2023, the Company updated its Insider Trading Policy to implement the mandatory cooling-off periods required by the new SEC rules for first trades made under 10b5-1 plans. The Company implemented the longer cooling-off period required by the SEC for officers and directors to apply to all Arrow employees. The Company also updated the Insider Trading Policy to treat gifts of Arrow securities as covered transactions and prohibit insiders’ use of overlapping 10b5-1 plans (except for the purpose of selling Arrow securities to satisfy tax withholding obligations arising from the vesting of certain equity awards).

  161. Severance Policy and Change in Control Agreements

    Severance Policy and Change in Control Agreements The Company has a policy for severance (“Severance Policy”) and a change in control retention agreement (“Change in Control Retention Agreement”) for its executives. In connection with his departure, Mr. Schell became eligible for separation benefits under the Severance Policy based on his termination without cause. The Severance Policy and Change in Control Retention Agreements, including a quantification of the benefits that Mr. Schell received in connection with his termination, are described in detail in the heading “Agreements and Potential Payouts upon Termination or Change in Control.”

  162. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table provides certain summary information concerning the compensation of the NEOs.

  163. 2023 SUMMARY COMPENSATION TABLE

    | | | | | | | Change in | | | | | | | | | | | Pension | | | Total | | | | | | | Non-Equity | Value & | | | Without | | | | | | Stock | Incentive | NQDC | All Other | | Change in | | | | Salary | Bonus | Awards | Compensation | Earnings | Compensation | Total | Pension | | Name | Year | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | Value ($)(5) | | Sean J. Kerins | 2023 | 1,000,000 | — | 4,000,040 | 1,360,200 | 2,517,506 | 14,068 | 8,891,814 | 6,374,308 | | President and Chief Executive Officer | 2022 | 895,833 | — | 3,500,063 | 2,514,584 | 533,030 | 34,715 | 7,478,225 | 6,945,195 | | | 2021 | 750,000 | — | 2,300,083 | 1,275,000 | 1,027,429 | 16,654 | 5,369,166 | 4,341,737 | | Rajesh K. Agrawal | 2023 | 700,000 | — | 2,200,053 | 476,070 | 370,369 | 13,200 | 3,759,692 | 3,389,323 | | Senior Vice President, Chief Financial Officer | 2022 | 226,155 | — | 4,000,087 | 1,190,000 | — | — | 5,416,242 | 5,416,242 | | Gretchen K. Zech | 2023 | 675,000 | — | 1,500,030 | 459,068 | 971,404 | 16,700 | 3,622,202 | 2,650,798 | | Senior Vice President, Chief Governance, | 2022 | 658,333 | — | 1,500,092 | 1,133,334 | — | 14,400 | 3,306,159 | 3,306,159 | | Sustainability, and Human Resources Officer | 2021 | 500,000 | — | 1,300,061 | 850,000 | 373,549 | 11,922 | 3,035,532 | 2,661,983 | | Kristin D. Russell | 2023 | 550,000 | — | 1,300,060 | 374,055 | 368,525 | 17,954 | 2,610,594 | 2,242,069 | | President, Enterprise Computing Solutions | | | | | | | | | — | | Carine L. Jean-Claude | 2023 | 450,000 | — | 850,000 | 306,045 | — | 16,700 | 1,622,745 | 1,622,745 | | Senior Vice President, Chief Legal Officer and Secretary | | | | | | | | | — | | Michael J. Long | 2023 | 511,539 | — | 3,000,061 | 693,158 | 1,024,122 | 155,808 | 5,384,688 | 4,360,566 | | Former Executive Chair of the Board | 2022 | 1,133,333 | — | 6,000,112 | 4,235,834 | — | 180,743 | 11,550,022 | 11,550,022 | | | 2021 | 1,320,000 | — | 6,000,028 | 5,406,000 | — | 154,810 | 12,880,838 | 12,880,838 | | Kirk D. Schell | 2023 | 333,333 | — | 1,500,030 | — | — | 516,688 | 2,350,051 | 2,350,051 | | Former President, Global Components | 2022 | 333,333 | — | 2,500,075 | 566,666 | — | 101,683 | 3,501,757 | 3,501,757 |

  164. 2023 SUMMARY COMPENSATION TABLE

    | (1) Amounts shown under the heading “Stock Awards” reflect the aggregate grant date fair values of such awards computed in accordance with FASB ASC Topic 718, excluding estimates of forfeitures. For stock awards subject to performance conditions, such awards are computed based upon the probable outcome of the performance conditions as of the grant date. Assuming the maximum performance is achieved for stock awards that are subject to performance conditions, amounts shown under this heading for the NEOs would be as follows: Mr. Kerins, $5,700,109; Mr. Agrawal, $3,135,022; Ms. Zech, $2,137,543; Ms. Russell, $1,852,585; Ms. Jean-Claude, $1,211,198; Mr. Long, $3,000,061, and Mr. Schell, $2,137,543. Additional information on methodologies and assumptions made when calculating the grant date fair value of our stock awards is found in Note 12 to the Company’s Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2023. |

  165. 2023 SUMMARY COMPENSATION TABLE

    | (2) The amounts shown under “Non-Equity Incentive Compensation” are the actual amounts paid for the achievement of both the financial and strategic goals related to the NEO’s annual cash incentive award. |

  166. 2023 SUMMARY COMPENSATION TABLE

    | (3) The amounts shown under the column “Change in Pension Value & NQDC Earnings” reflect the year-to-year change in the present value of each NEO’s accumulated pension plan benefit as discussed under the heading “Supplemental Executive Retirement Plan.” |

  167. 2023 SUMMARY COMPENSATION TABLE

    | (4) See the All Other Compensation — Detail table below. |

  168. 2023 SUMMARY COMPENSATION TABLE

    | (5) The Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for the applicable year. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. The change in pension value is subject to many external variables, such as interest rates, assumptions about life expectancy and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that are not related to the Company’s performance and are outside the control of the Compensation Committee. |

  169. 2023 SUMMARY COMPENSATION TABLE

    | 68 | |

  170. 2023 SUMMARY COMPENSATION TABLE

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  171. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table provides information regarding the annual cash incentives, PSUs, and RSUs awarded in 2023. No stock options were granted in 2023.

  172. 2023 GRANTS OF PLAN-BASED AWARDS

    | Grants of Plan-Based Awards | | | | | | | | | | | | | | | | | | | | | | | All Other | All Other | | Grant | | | | | | | | | | | Stock | Option | | Date | | | | | | | | | | | Awards: | Awards: | Exercise | Fair Value | | | | | Estimated Possible Payouts Under | | | Estimated Future Payouts | | | Number | Number of | or Base | of Stock | | | | | Non-Equity Incentive Plan | | | Under Equity Incentive Plan | | | of Shares | Securities | Price of | and | | | | | Awards (1) | | | Awards (2) | | | of Stock | Underlying | Option | Option | | | | Approval | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Options | Awards | Awards | | Name | Grant Date | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | (#) | ($/Sh) | ($)(4) | | Sean J. Kerins | 2023 | | 800,000 | 2,000,000 | 3,400,000 | — | — | — | — | — | — | — | | | 2/15/2023 | | — | — | — | 3,217 | 16,083 | 29,754 | — | — | — | 2,000,082 | | | 2/15/2023 | | — | — | — | — | — | — | 16,082 | — | — | 1,999,958 | | Rajesh K. Agrawal | 2023 | | 280,000 | 700,000 | 1,190,000 | — | — | — | — | — | — | — | | | 2/15/2023 | | — | — | — | 1,769 | 8,845 | 16,363 | — | — | — | 1,099,964 | | | 2/15/2023 | | — | — | — | — | — | — | 8,846 | — | — | 1,100,089 | | Gretchen K. Zech | 2023 | | 270,000 | 675,000 | 1,147,500 | — | — | — | — | — | — | — | | | 2/15/2023 | | — | — | — | 1,206 | 6,031 | 11,157 | — | — | — | 750,015 | | | 2/15/2023 | | — | — | — | — | — | — | 6,031 | — | — | 750,015 | | Kristin D. Russell | 2023 | | 220,000 | 550,000 | 935,000 | — | — | — | — | — | — | — | | | 2/15/2023 | | — | — | — | 1,045 | 5,227 | 9,670 | — | — | — | 650,030 | | | 2/15/2023 | | — | — | — | — | — | — | 5,227 | — | — | 650,030 | | Carine L. Jean - Claude | 2023 | | 180,000 | 450,000 | 765,000 | — | — | — | — | — | — | — | | | 2/15/2023 | | — | — | — | 683 | 3,417 | 6,321 | — | — | — | 424,938 | | | 2/15/2023 | | — | — | — | — | — | — | 3,418 | — | — | 425,062 | | Michael J. Long (5) | 2023 | | 800,000 | 2,000,000 | 3,400,000 | — | — | — | — | — | — | — | | | 2/15/2023 | | — | — | — | — | — | — | — | — | — | — | | | 2/15/2023 | | — | — | — | — | — | — | 24,124 | — | — | 3,000,061 | | Kirk D. Schell | 2023 | | 200,000 | 500,000 | 850,000 | — | — | — | — | — | — | — | | | 2/15/2023 | | — | — | — | 1,206 | 6,031 | 11,157 | — | — | — | 750,015 | | | 2/15/2023 | | — | — | — | — | — | — | 6,031 | — | — | 750,015 |

  173. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) The amounts reported above assume that the performance standard achieved is at threshold, target, or maximum for the financial performance metric and each strategic performance metric; see the “Annual Cash Incentives” section in the CD&A for more information. |

  174. 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) These columns indicate the potential number of units that will be earned based on each of the NEO’s PSU awards granted in 2023. Assuming a payout greater than zero units, the threshold unit payout begins at 20% of the target number of units and up to a maximum payout of 185% of the target number of units. The grant amount is equal to the target amount at achievement of 100%. PSUs vest, if at all, depending on whether vesting conditions are met after the end of the three-year performance period and after the Compensation Committee determines the attainment level. For more information, please see the “Long-Term Incentive Awards” section in the CD&A for more information. |

  175. 2023 GRANTS OF PLAN-BASED AWARDS

    | (3) This column reflects the number of RSUs granted in 2023. RSUs vest in 25% annual increments on the first through fourth anniversaries of the grant date. Please see the “Long-Term Incentive Awards” section in the CD&A for more information. |

  176. 2023 GRANTS OF PLAN-BASED AWARDS

    | (4) Grant date fair values for RSUs and PSUs are calculated in accordance with FASB ASC Topic 718, reflecting the number of shares awarded (at target for the PSUs) multiplied by the grant date closing market price of Arrow common stock. Additional information on methodologies and assumptions made when calculating the grant date fair value of our stock awards is found in Note 12 to the Company’s Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2023. |

  177. 2023 GRANTS OF PLAN-BASED AWARDS

    | (5) Mr. Long’s annual cash incentive target above represents his opportunity at the beginning of 2023. His actual payout was prorated for his period of service from January 1, 2023 to July 5, 2023 and determined based on the Company’s achievement of the relevant performance goals. |

  178. 2023 GRANTS OF PLAN-BASED AWARDS

    | 70 | |

  179. 2023 GRANTS OF PLAN-BASED AWARDS

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  180. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The table below titled “2023 Outstanding Equity Awards at Fiscal Year-End” shows: (i) the number of outstanding stock option awards that are vested and unvested as of December 31, 2023; (ii) the exercise price and expiration date of those options; (iii) the aggregate number and value of all unvested RSUs as of December 31, 2023; and (iv) the aggregate number and value of all PSUs as of December 31, 2023, granted under a performance plan whose performance period has not yet been completed. The values ascribed to the awards in the table below may or may not be realized by their recipients, depending on the share prices at the time of vesting or exercise and the achievement of the metrics upon which the PSUs depend. The award values are based on the closing price of the Company’s common stock on December 29, 2023, which was $122.25. For each NEO, the fair value of stock awards and stock option awards at the date of grant, based upon the probable outcome of performance conditions, if applicable, is included in the “2023 Summary Compensation Table” above. For additional information regarding the impact of a change in control of the Company on equity awards, see under the heading below entitled “Performance Stock Unit, Restricted Stock Unit, and Non-Qualified Stock Option Award Agreements.”

  181. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 2023 Outstanding Equity Awards at Fiscal Year-End | | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | | Equity | Equity Incentive | | | | | | | | | | | Incentive | Plan Awards: | | | | | | | | | | Market | Plan Awards; | Market or | | | | | | | | | | Value of | Number of | Payout Value | | | | Number of | Number of | | | | Number of | Shares or | Unearned | of Unearned | | | | Securities | Securities | | | | Shares or | Units of | Shares, Units | Shares, Units | | | | Underlying | Underlying | | | | Units of | Stock Held | or Other | or Other | | | | Unexercised | Unexercised | Option | Option | Stock | Stock Held | That Have | Rights That | Rights That | | | Option | Options – | Options – | Exercise | Expiration | Award | That Have | Not Yet | Have Not | Have Not Yet | | | Grant | Exercisable | Unexercisable | Price | Date | Grant | Not Vested | Vested | Yet Vested | Vested | | Name | Date(1) | (#)(1) | (#)(1) | ($)(1) | (1) | Date | (#)(2) | ($)(2) | (#)(3) | ($)(3) | | Sean J. Kerins | 02/17/2015 | 11,783 | — | 62.13 | 02/16/2025 | — | — | — | — | — | | | 02/23/2016 | 14,880 | — | 56.43 | 02/22/2026 | — | — | — | — | — | | | 02/21/2017 | 14,370 | — | 73.86 | 02/19/2027 | — | — | — | — | — | | | 02/20/2018 | 14,054 | — | 81.95 | 02/18/2028 | — | — | — | — | — | | | 02/19/2019 | 16,538 | — | 81.05 | 02/16/2029 | — | — | — | — | — | | | 02/19/2020 | 13,659 | 4,552 | 79.22 | 02/19/2030 | 02/19/2020 | 1,183 | 144,622 | — | — | | | | — | — | — | — | 02/17/2021 | 5,398 | 659,906 | — | — | | | | — | — | — | — | 02/16/2022 | 6,753 | 825,554 | — | — | | | | — | — | — | — | 06/01/2022 | 3,754 | 458,927 | — | — | | | | — | — | — | — | 02/15/2023 | 16,082 | 1,966,025 | — | — | | | | — | — | — | — | 02/17/2021 | — | — | 10,798(4) | 1,320,056 | | | | — | — | — | — | 02/16/2022 | — | — | 9,006(5) | 1,100,984 | | | | — | — | — | — | 06/01/2022 | — | — | 5,007(6) | 612,106 | | | | — | — | — | — | 02/15/2023 | — | — | 16,083(7) | 1,966,147 | | Rajesh K. Agrawal | | — | — | — | — | 09/14/2022 | 30,267 | 3,700,141 | — | — | | | | — | — | — | — | 02/15/2023 | 8,846 | 1,081,424 | — | — | | | | — | — | — | — | 02/15/2023 | — | — | 8,845(7) | 1,081,301 | | Gretchen K. Zech | 02/21/2017 | 2,936 | — | 73.86 | 02/19/2027 | — | — | — | — | — | | | 02/20/2018 | 10,810 | — | 81.95 | 02/18/2028 | — | — | — | — | — | | | 02/19/2019 | 14,331 | — | 81.05 | 02/16/2029 | — | — | — | — | — | | | 02/19/2020 | 11,839 | 3,946 | 79.22 | 02/19/2030 | 02/19/2020 | 1,025 | 125,306 | — | — | | | | — | — | — | — | 02/17/2021 | 3,051 | 372,985 | — | — | | | | — | — | — | — | 02/16/2022 | 4,405 | 538,511 | — | — | | | | — | — | — | — | 02/15/2023 | 6,031 | 737,290 | | | | | | — | — | — | — | 02/17/2021 | — | — | 6,103(4) | 746,092 | | | | — | — | — | — | 02/16/2022 | — | — | 5,873(5) | 717,974 | | | | — | — | — | — | 02/15/2023 | — | — | 6,031(7) | 737,290 | | Kristin D. Russell | 02/19/2020 | — | 1,821 | 79.22 | 02/19/2030 | 02/19/2020 | 473 | 57,824 | — | — | | | | — | — | — | — | 02/17/2021 | 2,347 | 286,921 | — | — | | | | — | — | — | — | 02/16/2022 | 3,524 | 430,809 | — | — | | | | — | — | — | — | 02/15/2023 | 5,227 | 639,001 | — | — | | | | — | — | — | — | 02/17/2021 | — | — | 4,694(4) | 573,842 | | | | — | — | — | — | 02/16/2022 | — | — | 4,699(5) | 574,453 | | | | — | — | — | — | 02/15/2023 | — | — | 5,227(7) | 639,001 |

  182. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 71 |

  183. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  184. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 2023 Outstanding Equity Awards at Fiscal Year-End | | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | | Equity | Equity Incentive | | | | | | | | | | | Incentive | Plan Awards: | | | | | | | | | | Market | Plan Awards; | Market or | | | | | | | | | | Value of | Number of | Payout Value | | | | Number of | Number of | | | | Number of | Shares or | Unearned | of Unearned | | | | Securities | Securities | | | | Shares or | Units of | Shares, Units | Shares, Units | | | | Underlying | Underlying | | | | Units of | Stock Held | or Other | or Other | | | | Unexercised | Unexercised | Option | Option | Stock | Stock Held | That Have | Rights That | Rights That | | | Option | Options – | Options – | Exercise | Expiration | Award | That Have | Not Yet | Have Not | Have Not Yet | | | Grant | Exercisable | Unexercisable | Price | Date | Grant | Not Vested | Vested | Yet Vested | Vested | | Name | Date(1) | (#)(1) | (#)(1) | ($)(1) | (1) | Date | (#)(2) | ($)(2) | (#)(3) | ($)(3) | | Carine L. Jean - Claude | 02/21/2017 | 2,187 | — | 73.86 | 02/19/2027 | — | — | — | — | — | | | 02/20/2018 | 1,891 | — | 81.95 | 02/18/2028 | — | — | — | — | — | | | 02/19/2019 | 2,204 | — | 81.05 | 02/16/2029 | — | — | — | — | — | | | 02/19/2020 | 1,367 | 455 | 79.22 | 02/19/2030 | 02/19/2020 | 118 | 14,426 | — | — | | | | — | — | — | — | 02/17/2021 | 328 | 40,098 | — | — | | | | — | — | — | — | 02/16/2022 | 2,055 | 251,224 | — | — | | | | — | — | — | — | 02/15/2023 | 3,418 | 417,851 | | | | | | — | — | — | — | 02/17/2021 | — | — | 657(4) | 80,318 | | | | — | — | — | — | 02/16/2022 | — | — | 2,741(5) | 335,087 | | | | — | — | — | — | 02/15/2023 | — | — | 3,417(7) | 417,728 | | Michael J. Long (8) | | — | — | — | — | 02/19/2020 | 4,733 | 578,609 | — | — | | | | — | — | — | — | 02/17/2021 | 14,082 | 1,721,525 | — | — | | | | — | — | — | — | 02/16/2022 | 17,619 | 2,153,923 | — | — | | | | — | — | — | — | 02/15/2023 | 24,124 | 2,949,159 | — | — | | | | — | — | — | — | 02/17/2021 | — | — | 28,167(4) | 3,443,416 | | | | — | — | — | — | 02/16/2022 | — | — | 23,493(5) | 2,872,019 | | Kirk D. Schell (9) | | — | — | — | — | 05/11/2022 | 13,518(10) | 1,652,576 | — | — | | | | — | — | — | — | 02/15/2023 | 6,031 | 737,290 | — | — | | | | — | — | — | — | 02/15/2023 | — | — | 6,031(7) | 737,290 |

  185. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) These columns reflect the grant date, number of options exercisable and unexercisable, exercise price, and expiration date for all stock options under each award. All of the awards were issued under the Company's LTIP. Accordingly, all stock options: (a) have an exercise price equal to the closing market price of the Company’s common stock on the grant date; (b) vest in four equal amounts on the first, second, third, and fourth anniversaries of the grant date; and (c) expire ten years after the grant date. |

  186. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) These columns reflect the number of unvested RSUs held by each NEO under each award and the associated value. The dollar value of those units is calculated using the closing market price of the Company’s common stock on December 29, 2023. Except as otherwise noted, the RSUs reported in this column vest in four equal amounts on the grant date's first, second, third, and fourth anniversaries. |

  187. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) These columns show the number of shares of Arrow common stock each NEO would receive under each grant of PSUs, assuming that the performance criteria achievement is 100%. The dollar value of those stock units is calculated using the closing market price of the Company’s common stock on December 29, 2023. PSUs vest, if at all, depending on whether vesting conditions are met after the end of the three-year performance period and after the Compensation Committee determines the attainment level. |

  188. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) These PSUs were awarded on February 17, 2021, and vest upon the Compensation Committee’s certification of our Company’s cumulative achievement of specific three-year EPS growth goals compared to the EPS growth of Arrow’s Peer Group and Arrow’s three-year average ROIC in excess of its three-year WACC over the 2021 to 2023 performance period. Due to the cumulative goals, the amounts reported in this column are based on target achievement of the applicable performance goals. |

  189. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) These PSUs were awarded on February 16, 2022, and vest upon the Compensation Committee’s certification of our Company’s cumulative achievement of specific three-year EPS growth goals compared to the EPS growth of Arrow’s Peer Group and Arrow’s three-year average ROIC in excess of its three-year WACC over the 2022 to 2024 performance period. Due to the cumulative goals, the amounts reported in this column are based on target achievement of the applicable performance goals. |

  190. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) These PSUs were awarded on June 1, 2022, and vest upon the Compensation Committee’s certification of our Company’s cumulative achievement of specific three-year EPS growth goals compared to the EPS growth of Arrow’s Peer Group and Arrow’s three-year average ROIC in excess of its three-year WACC over the 2022 to 2024 performance period. Due to the cumulative goals, the amounts reported in this column are based on target achievement of the applicable performance goals. |

  191. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) These PSUs were awarded on February 15, 2023, and vest upon the Compensation Committee’s certification of our Company’s cumulative achievement of specific three-year EPS growth goals compared to the EPS growth of Arrow’s Peer Group and Arrow’s three-year average ROIC in excess of its three-year WACC over the 2023 to 2025 performance period. Due to the cumulative goals, the amounts reported in this column are based on target achievement of the applicable performance goals. |

  192. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (8) In connection with Mr. Long’s retirement, equity award vesting continues in accordance with their respective vesting schedules, subject to forfeiture in the event of a non-compete violation. |

  193. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (9) In exchange for Mr. Schell signing a general release of claims in favor of the Company, Mr. Schell’s unvested equity awards will continue to vest in accordance with their respective vesting schedules until his eighteen-month severance period ends on February 28, 2025. |

  194. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (10) These RSUs were awarded on May 11, 2022, and vest in three equal amounts on the grant date’s first, second, and third anniversaries. |

  195. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 72 | |

  196. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  197. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    The following table sets forth the maximum potential number of PSUs which may be awarded to each of the NEOs for PSU awards granted in 2023, 2022, and 2021. For more information, please see the “Long-Term Incentive Awards” section in the CD&A.

  198. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Maximum Performance Stock Units | | | | Name | 2021 | 2022 | 2023 | | Sean J. Kerins | 19,976 | 25,924 | 29,754 | | Rajesh K. Agrawal | — | — | 16,363 | | Gretchen K. Zech | 11,291 | 10,865 | 11,157 | | Kristin D. Russell | 8,684 | 8,693 | 9,670 | | Carine L. Jean-Claude | 1,215 | 5,071 | 6,321 | | Michael J. Long | 52,109 | 43,462 | — | | Kirk D. Schell | — | — | 11,157 |

  199. STOCK VESTED AND OPTIONS EXERCISED IN 2023

    STOCK VESTED AND OPTIONS EXERCISED IN 2023 The following table provides information concerning the value realized by each NEO upon the vesting of RSUs and PSUs and the exercise of stock options during 2023. The value realized on the vesting of RSUs and PSUs is based on the number of shares vesting and the closing market price of the Company’s common stock on the vesting date. The value realized on the exercise of stock options shown below is based on the difference between the exercise price per share paid by the executive and the closing market price of the Company’s common stock on the exercise date.

  200. STOCK VESTED AND OPTIONS EXERCISED IN 2023

    | Options Exercised and Stock Vested | | | | | | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares Acquired | Value Realized | Shares Acquired | Value Realized | | | on Exercise | on Exercise | on Vesting | on Vesting | | Name | (#) | ($) | (#) | ($) | | Sean J. Kerins | 7,043 | 465,930 | 20,944 | 2,591,101 | | Rajesh K. Agrawal | — | — | 10,089 | 1,290,988 | | Gretchen K. Zech | — | — | 15,771 | 1,948,892 | | Kristin D. Russell | 3,475 | 130,785 | 8,245 | 1,018,775 | | Carine L. Jean-Claude | — | — | 2,364 | 292,166 | | Michael J. Long | 49,288 | 2,815,641 | 111,332 | 13,755,518 | | Kirk D. Schell | — | — | 6,760 | 802,412 |

  201. STOCK VESTED AND OPTIONS EXERCISED IN 2023

    | | 73 |

  202. STOCK VESTED AND OPTIONS EXERCISED IN 2023

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  203. 2023 NONQUALIFIED DEFERRED COMPENSATION

    2023 NONQUALIFIED DEFERRED COMPENSATION The Executive Deferred Compensation Plan (“EDCP”) was frozen to new contributions as of December 31, 2019. Carine L. Jean-Claude, who was an NEO during the year, had an outstanding balance under the EDCP. Ms. Jean-Claude is the only NEO that participated in the EDCP. The EDCP allows participants to direct their plan assets among the same investment choices as available under the Arrow Electronics, Inc. 401(k) Savings Plan. Distribution options include in-service withdrawals or lump sum payments made at the time of separation from service.

  204. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | | | | | Aggregate | Aggregate | | | Executive | Registrant | Aggregate | Withdrawals/ | Balance at | | | Contributions | Contributions | Earnings | Distributions | December 31, | | Name | in 2023 | in 2023 | in 2023 | in 2023 | 2023 | | Sean J. Kerins | $— | $— | $— | $— | $— | | Rajesh K. Agrawal | $— | $— | $— | $— | $— | | Gretchen K. Zech | $— | $— | $— | $— | $— | | Kristin D. Russell | $— | $— | $— | $— | $— | | Carine L. Jean-Claude | $— | $— | $38,446 | $— | $215,196 | | Michael J. Long | $— | $— | $— | $— | $— | | Kirk D. Schell | $— | $— | $— | $— | $— |

  205. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    | Pension Benefits | | | | | | Number of Years of | Present Value of | Payments During | | | Credited Service | Accumulated Benefit | Last Fiscal Year | | Name | (#) | ($) | ($) | | Sean J. Kerins | 9.58 | 7,324,332 | — | | Rajesh K. Agrawal | 1.25 | 370,369 | — | | Gretchen K. Zech | 12.08 | 3,979,867 | — | | Kristin D. Russell | 2.83 | 555,802 | — | | Carine L. Jean-Claude | 2.50 | — | — | | Michael J. Long | 18.00 | 16,446,707 | — | | Kirk D. Schell (1) | — | — | — |

  206. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    | (1) As Mr. Schell was not eligible for retirement at the time of his departure, Mr. Schell forfeited his SERP benefits. |

  207. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    The SERP provides that if a participant’s employment is terminated involuntarily without “cause” or voluntarily for “good reason,” in either case within two years after a “change in control” of the Company, the participant will receive an annual benefit under the SERP upon reaching age 60. The payment amount is based on the amount accrued up to the time of the termination. No payments will be made if the participant is not yet age 50 at the time of the “change in control” related termination. Should a participant become disabled before retiring, their accrued SERP benefits will generally commence at age 60, subject to reduction for Company-paid disability benefits received for the same payment period and termination prior to age 60. Benefits under the SERP may terminate, with no further obligation to the recipient, if the participant becomes involved with an entity that competes with Arrow (except for limited ownership of stock in a publicly traded company). The present values of the SERP benefit accrued through year-end by the NEOs in the event of termination, death, disability, or a change in control of the Company are set forth in the table labeled “2023 Potential Payouts Upon Termination” below.

  208. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    | | 75 |

  209. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  210. AGREEMENTS AND POTENTIAL PAYOUTS UPON TERMINATION OR CHANGE IN CONTROL

    AGREEMENTS AND POTENTIAL PAYOUTS UPON TERMINATION OR CHANGE IN CONTROL The Company does not enter into employment agreements with senior management. The Company does, however, have a Severance Policy and an Executive Change in Control Retention Agreement for its executives.

  211. CEO PAY RATIO

    CEO PAY RATIO In compliance with the pay ratio disclosure requirement of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following information about the ratio of the annual total compensation paid to the individual identified as its median paid employee and the annual total compensation of the CEO, Mr. Kerins. The 2023 annual total compensation of the individual identified as the median-paid employee, other than the Company’s CEO, was $56,886. Mr. Kerins’ 2023 annual total compensation was $8,891,814, as reported in the “2023 Summary Compensation Table.” As a result, we estimate that for 2023, the ratio of these amounts was 1-to-156. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules and based on payroll and employment records and the methodology described above. The estimates and assumptions that we use may differ from those used by other companies, including those in our Peer Group described in the CD&A. The following summarizes the methodology, material assumptions, adjustments, and estimates the Company used for calculating the CEO pay ratio:

  212. CEO PAY RATIO

    | > | Employee Measurement Date: The Company utilized the entire global population of approximately 22,100 eligible employees on December 31, 2023. |

  213. CEO PAY RATIO

    | > | Exclusions: The number of US and non-US employees prior to exemption were approximately 4,900 and 17,200, respectively. Employees from the following non-US jurisdictions that collectively constitute 5% or less of the total global workforce were excluded: Poland (879), Malaysia (155), Thailand (33), Philippines (26), and New Zealand (11). The total number of employees excluded was approximately 1,100. Therefore, the total number of US and non-US employees used in the final analysis was 4,900 and 16,100, respectively. |

  214. CEO PAY RATIO

    | > | Compensation Time Period: The Company measured compensation for the above employees using the 12-month period ending December 31, 2023. |

  215. CEO PAY RATIO

    | > | Determining the Median Paid Employee: While total annual compensation for each of the median employee and the CEO is used to calculate the pay ratio, the SEC allows companies to use a different compensation measure for identifying the median employee. We used target total cash (base + target bonus) as the consistently applied compensation measure to identify the median paid employee. |

  216. CEO PAY RATIO

    Base pay for hourly employees was calculated based on a reasonable estimate of hours worked in 2023 and on salary levels for all remaining employees. Using this methodology, the Company identified its 2023 median paid employee, a full-time, hourly employee, located in the United States.

  217. CEO PAY RATIO

    | > | Determining Median Paid Employee’s Pay for CEO Ratio: The individual identified as the median paid employee had an annual compensation in the amount of $56,886 for fiscal 2023, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. |

  218. CEO PAY RATIO

    | > | Determining the CEO’s Pay for CEO Ratio: With respect to the annual total compensation of the CEO, the Company used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement. |

  219. CEO PAY RATIO

    | | 85 |

  220. CEO PAY RATIO

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  221. Alternative Pay Ratio

    Alternative Pay Ratio As an alternative approach in determining Mr. Kerins’ compensation for purposes of calculating the CEO Pay Ratio, we adjusted the compensation reported in the 2023 Summary Compensation Table to exclude the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. The change in pension value is subject to many external variables, such as interest rates, assumptions about life expectancy and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that are not related to the Company’s performance and are outside the control of the Compensation Committee. This adjustment resulted in total annual compensation of $6,374,308, and an adjusted pay ratio of approximately 1-to-112. We believe excluding the Change in Pension Value from the CEO’s total annual compensation for purposes of calculating the pay ratio results in a more meaningful comparison of ongoing CEO compensation to the median of the annual total compensation of all employees, particularly when viewed over a period of time.

  222. Alternative Pay Ratio

    | 86 | |

  223. Alternative Pay Ratio

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  224. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Rules”), the following table sets forth information regarding the relationship between “compensation actually paid” as calculated per the Rules, and certain financial performance of Arrow for the years ended December 31, 2023, 2022, 2021, and 2020 for each individual who served as our Principal Executive Officer (“PEO”) and our other NEOs during each year. Refer to the “Executive Compensation” section in the CD&A for further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with Company performance, and how the Compensation Committee makes its decisions.

  225. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed | | | | | | | | | | | | $100 Investment Based | | | | | | | | | | Average | Average | On: | | | | | | Summary | Summary | | | Summary | Compensation | | Peer | | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Actually | Arrow's | Group | | | | | Table Total for | Table Total for | Actually Paid | Actually Paid | Table Total | Paid to | Total | Total | Net | | | | First | Second | to First | to Second | for Non-PEO | Non-PEO | Shareholder | Shareholder | Income | Absolute | | Year(1) (a) | PEO(2) (b) | PEO(2) (c) | PEO(3) (d) | PEO(3) (e) | NEOs(2) (f) | NEOs(3) (g) | Return(4) (h) | Return(5) (i) | (in millions)(6) (j) | EPS(7) (k) | | 2023 | $8,891,814 | n/a | $11,494,294 | n/a | $3,224,995 | $3,983,576 | $144 | $181 | $904 | $17.06 | | 2022 | $7,478,225 | $11,550,022 | $8,049,694 | $6,516,685 | $2,734,955 | $2,070,990 | $123 | $140 | $1,427 | $23.13 | | 2021 | n/a | $12,880,838 | n/a | $24,843,768 | $3,902,722 | $6,736,978 | $158 | $157 | $1,108 | $15.60 | | 2020 | n/a | $11,703,943 | n/a | $14,433,945 | $3,705,149 | $4,146,853 | $115 | $106 | $584 | $7.92 |

  226. PAY VERSUS PERFORMANCE

    | (1) NEOs included in these columns reflect the following: |

  227. PAY VERSUS PERFORMANCE

    | Year | PEOs | Non-PEO NEOs | | 2023 | Sean J. Kerins (PEO 1) | Rajesh K. Agrawal, Gretchen K. Zech, Kristin D. Russell, Carine L. Jean-Claude, Michael J. Long, Kirk D. Schell | | 2022 | Sean J. Kerins (PEO 1) Michael J. Long (PEO 2) | Rajesh K. Agrawal, Kirk D. Schell, Gretchen K. Zech, Vincent P. Melvin, Richard A. Seidlitz, Christopher D. Stansbury | | 2021 | Michael J. Long (PEO 2) | Sean J. Kerins, Christopher D. Stansbury, Gretchen K. Zech, Vincent P. Melvin | | 2020 | Michael J. Long (PEO 2) | Sean J. Kerins, Christopher D. Stansbury, Gretchen K. Zech, Andrew D. King |

  228. PAY VERSUS PERFORMANCE

    | (2) Amounts reflect the table labeled “2023 Summary Compensation Table” for our NEOs for each corresponding year. |

  229. PAY VERSUS PERFORMANCE

    | (3) The following table shows the adjustment to the total compensation reported in the “2023 Summary Compensation Table” for our PEOs, as well as the average for our other NEOs, to determine “compensation actually paid,” as computed in accordance with the Rules. Because “compensation actually paid,” as calculated per the Rules, requires the inclusion of equity awards as compensation prior to vesting of the awards, the amounts reported below do not reflect the actual compensation earned by or paid to our NEOs during the applicable year, with a significant portion of the “compensation actually paid” subject to forfeiture if the underlying vesting conditions are not achieved. The “compensation actually paid” for 2020 – 2022 has been updated from the amounts reported in the Company’s 2023 Proxy Statement to reflect application of SEC guidance relating to retirement vesting treatment and valuing performance awards as well as to correct the inadvertent exclusion of the new hire grants received by Mr. Agrawal and Mr. Schell in 2022. |

  230. PAY VERSUS PERFORMANCE

    | | 87 |

  231. PAY VERSUS PERFORMANCE

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  232. PAY VERSUS PERFORMANCE

    | | 2023 | | 2022 | | | 2021 | | 2020 | | | | | Non-PEO | | | Non-PEO | | Non-PEO | | Non-PEO | | | PEO 1 | NEO Average | PEO 1 | PEO 2 | NEO Average | PEO 2 | NEO Average | PEO 2 | NEO Average | | Total Compensation from the Summary Compensation Table | $8,891,814 | $3,224,995 | $7,478,225 | $11,550,022 | $2,734,955 | $12,880,838 | $3,902,722 | $11,703,943 | $3,705,149 | | Adjustments for Pension | | | | | | | | | | | Adjustment Summary Compensation Table Pension (a) | $(2,517,506) | $(455,737) | $(533,030) | $— | $— | $— | $(594,473) | $(979,530) | $(951,949) | | Amount added for Current Year Service Cost (b) | $762,082 | $269,720 | $— | $(14,085) | $273,214 | $(13,682) | $544,659 | $(12,599) | $528,740 | | Amount added for Prior Year Service Cost Impacting Current Year (b) | $2,692,795 | $— | $3,029,395 | $— | $— | — | $— | $— | $— | | Total Adjustments for Pension | $937,371 | $(186,017) | $2,496,365 | $(14,085) | $273,214 | $(13,682) | $(49,814) | $(992,129) | $(423,209) | | Adjustments for Equity Grants | | | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table(c) | $(4,000,040) | $(1,725,039) | $(3,500,063) | $(6,000,112) | $(1,615,082) | $(6,000,028) | $(1,625,076) | $(6,000,044) | $(1,475,005) | | Year-end fair value of unvested awards granted in the current year(d) | $3,932,171 | $1,511,458 | $2,930,470 | $4,913,326 | $1,492,162 | 7,563,832 | $2,048,625 | $7,369,405 | $1,957,883 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years(d) | $1,305,688 | $824,037 | $(895,968) | $(2,095,192) | $(255,980) | $10,018,282 | $2,368,526 | $4,051,168 | $776,509 | | Fair values at vest date for awards granted and vested in the current year (d) | $— | $— | $— | $— | $— | — | $— | $— | $— | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years(d) | $427,290 | $451,940 | $(459,335) | $(1,837,274) | $(225,767) | $394,526 | $91,995 | $(1,698,398) | $(394,474) | | Forfeitures during the current year equal to the prior year-end fair value(d) | $— | $(117,798) | $— | $— | $(332,512) | — | $— | $— | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Total Adjustments for Equity Awards | $1,665,109 | $944,598 | $(1,924,896) | $(5,019,252) | $(937,179) | $11,976,612 | $2,884,070 | $3,722,131 | $864,913 | | Compensation Actually Paid | $11,494,294 | $3,983,576 | $8,049,694 | $6,516,685 | $2,070,990 | $24,843,768 | $6,736,978 | $14,433,945 | $4,146,853 |

  233. PAY VERSUS PERFORMANCE

    | (a) The amounts reflect the change in the actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the “2023 Summary Compensation Table” for the applicable year. |

  234. PAY VERSUS PERFORMANCE

    | (b) The amounts represent the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year and any plan modifications during the applicable year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  235. PAY VERSUS PERFORMANCE

    | (c) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the “2023 Summary Compensation Table” for the applicable year. |

  236. PAY VERSUS PERFORMANCE

    | (d) In accordance with the Rules, the fair values of unvested and outstanding equity awards to our NEOs were remeasured starting on December 31, 2019, and subsequently as of each vesting date and as of the end of each fiscal year while the award remains unvested, during the years displayed in the table above. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, risk-free interest rates and probability of achievement of the underlying performance goals) that are generally consistent with those used to estimate fair value on the grant date under US GAAP. |

  237. PAY VERSUS PERFORMANCE

    For options, a Black-Scholes model was used to estimate the fair value as of the various measurement dates. We explain assumptions made in valuing equity awards on the grant date in the “Stock-Based Compensation Plans” section of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the corresponding fiscal year.

  238. PAY VERSUS PERFORMANCE

    | (4) The amounts in this column show changes over our past four fiscal years in the value of $100 (assuming reinvestment of dividends) invested in Arrow’s common shares traded on the NYSE. |

  239. PAY VERSUS PERFORMANCE

    | (5) The amounts in this column show changes over the past four fiscal years in the value of $100 (assuming reinvestment of dividends), invested in Arrow’s peer group, consisting of Avnet, Inc., Celestica Inc., Flex Ltd., Jabil Inc., WESCO International, Inc., CDW Corp., HP Inc., HP Enterprise Co., and TD SYNNEX Corp. In 2020, our peer group consisted of Anixter International Inc., Avnet, Inc., Celestica Inc., Flex Ltd., Jabil Inc., Tech Data Corporation, and WESCO International, Inc. (the “2020 Peer Group”). |

  240. PAY VERSUS PERFORMANCE

    | (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements in its Annual Report on Form 10-K for the applicable year. |

  241. PAY VERSUS PERFORMANCE

    | (7) While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Absolute EPS is the financial performance measure that, in our assessment, represents the most important performance measure used to link “compensation actually paid” to NEOs to Company performance in 2023. Absolute EPS determines the payout with respect to 70% of our 2023 annual cash incentive. See Appendix to this Proxy Statement for a reconciliation of Absolute EPS to the most directly comparable GAAP measure. |

  242. PAY VERSUS PERFORMANCE

    | 88 | |

  243. PAY VERSUS PERFORMANCE

    | 2024 ANNUAL | | | PROXY STATEMENT | |

  244. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR

  245. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  246. Compensation Actually Paid vs. Net Income

    | | 89 |

  247. Compensation Actually Paid vs. Net Income

    | | 2024 ANNUAL | | | PROXY STATEMENT |

  248. Compensation Actually Paid vs. Absolute EPS (Company Selected Measure)

    Compensation Actually Paid vs. Absolute EPS (Company Selected Measure)