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| Proposal 1 — Election of Directors | | | |
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Proxy Statement Summary
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TIME
8:00 am local time |
| | |
PLACE
Avnet’s Headquarters 2211 South 47th Street Phoenix, Arizona 85034 |
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|
|
Proposals
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| | |
Board
Recommendation |
| | |
Page
Reference |
| ||||
1
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| | |
Election of Directors
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| | |
FOR
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| | | | |
2
|
| | |
Advisory vote on named executive compensation
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FOR
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| | | | |
3
|
| | |
Ratification of independent registered public accounting
firm |
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FOR
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| | | |
| |
INTERNET
Visit the website noted on your proxy card to vote online.
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| |
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TELEPHONE
Use the toll-free telephone number on your proxy card to vote by telephone.
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MAIL
Sign, date, and return your proxy card in the enclosed envelope to vote by mail.
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IN PERSON
Cast your vote in person at the annual meeting.
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Age
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Director
Since |
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Independent
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Avnet Committees
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| ||||||||||||||||||||||||||||||||||
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A
|
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C
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CG
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F
|
| | |
E
|
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Rodney C. Adkins
Chairman of the Board of Avnet, Inc, President, 3RAM Group LLC |
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66
|
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2015
|
| | | | YES | | | | | | | | | | | | | | | | | | |
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•
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| | | | | | | | | | | |
|
◦
|
| |
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Brenda L. Freeman
Founder, Joyeux Advisory Group |
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60
|
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2018
|
| | | | YES | | | | |
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•
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| | | | | | | | | | | |
|
•
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| | | | | | | | | | | | | | | |
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Philip R. Gallagher
Chief Executive Officer, Avnet, Inc. |
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63
|
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2020
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| | | | NO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Helmut Gassel
Co-founder and Partner of Silian Partners |
| |
60
|
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2024
|
| | | | YES | | | | |
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•
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Virginia L. Henkels
Former CFO of Swift Transportation and Empowerment & Inclusion Capital I Corp. |
| |
56
|
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2024
|
| | | | YES | | | | |
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•
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Jo Ann Jenkins
Chief Executive Officer, AARP |
| |
66
|
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2018
|
| | | | YES | | | | | | | | | | | |
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◦
|
| | | | | | | | | | | |
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•
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| | | | |
|
•
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Oleg Khaykin
President and Chief Executive Officer, Viavi Solutions, Inc. |
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59
|
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2018
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| | | | YES | | | | |
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•
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| | | | | | | | | | | | | | | | | | |
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◦
|
| | | | |
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•
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Ernest E. Maddock
Former Chief Financial Officer, Micron Technology, Inc. |
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66
|
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2021
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| | | | YES | | | | |
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◦
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| | | | | | | | | | | | | | | | | | |
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•
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| | | | |
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•
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Avid Modjtabai
Former Senior Executive Vice President, Payments, Virtual Solutions and Innovation Group, Wells Fargo |
| |
62
|
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2014
|
| | | | YES | | | | | | | | | | | |
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•
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◦
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| | | | | | | | | | | |
|
•
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Adalio T. Sanchez
President, S Group Advisory LLC |
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65
|
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2019
|
| | | | YES | | | | | | | | | | | |
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•
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| | | | |
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•
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| ◦ Chair | | |
A: Audit
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C: Compensation and Leadership Development
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• Member
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CG: Corporate Governance
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E: Executive
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| | F: Finance | |
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VISION: To be the preferred distributor partner at the center of the world’s technology design and supply chains by delivering the best experience for both customers and suppliers every time.
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MISSION: We deliver superior service by holding ourselves accountable to our stakeholders, enabling design and supply chain technology solutions that improve life experiences globally, while staying grounded in our Core Values.
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PROXY STATEMENT for ANNUAL MEETING of SHAREHOLDERS
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DATE
November 22, 2024 |
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TIME
8:00 am local time |
| | |
PLACE
Avnet’s Headquarters 2211 South 47th Street Phoenix, Arizona 85034 |
| | |
RECORD DATE
September 23, 2024 |
|
Proposals
|
| | |
Voting
Standard |
| | |
Board
Recommendation |
| | |
Page
Reference |
| ||||
1
|
| | |
Election of Directors
|
| | |
Majority of
votes cast |
| | |
FOR
|
| | | | |
2
|
| | |
Advisory vote on named executive
compensation |
| | |
Majority of
votes cast |
| | |
FOR
|
| | | | |
3
|
| | |
Ratification of independent registered
public accounting firm |
| | |
Majority of
votes cast |
| | |
FOR
|
| | | |
|
PROPOSAL 1: ELECTION OF DIRECTORS
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RECOMMENDATION OF THE BOARD
|
| | | | | | | | |||
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The Board recommends that shareholders vote FOR all ten nominees listed below.
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Director Since: 2015
Board Chair Since: 2018
Age: 66
Independent
Current Committee
Memberships:
•
Corporate Governance
•
Executive (Chair)
|
| | |
RODNEY C. ADKINS
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| | |||
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Recent Business Experience:
Mr. Adkins has served as the Company’s Chair of the Board since November 2018. He serves as the President of 3RAM Group LLC, a privately held company specializing in capital investments, business consulting services, and property management. Mr. Adkins formerly served as Senior Vice President of IBM from 2007 until 2014. In his 33-year career with IBM, Mr. Adkins held a number of development and management roles, including Senior Vice President of Corporate Strategy from 2013 to 2014 and Senior Vice President of Systems and Technology Group from 2009 to 2013. Mr. Adkins currently serves on the board of directors of United Parcel Service, Inc. (NYSE: UPS); W.W. Grainger, Inc. (NYSE: GWW), and PayPal Holdings, Inc. (Nasdaq: PYPL). From 2007 to 2013, he served on the board of directors of Pitney Bowes Inc. (NYSE: PBI) and from 2014 to 2019, he served on board of directors of PPL Corporation (NYSE: PPL).
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| Primary Qualifications and Experience: | | | ||||||||
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•
Operations
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•
International Business
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•
Technology/Digital Media
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•
Industry
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•
Risk Management
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| | | | | |||||
| The Board benefits from Mr. Adkins’ global business experience in the technology industry, including emerging technologies and services, international and emerging markets, and supply chain management. He provides additional experience in the areas of corporate governance, strategy development, and senior leadership. | | |
| |
Director Since: 2018
Age: 60
Independent
Current Committee
Memberships:
•
Audit
•
Corporate Governance
|
| | |
BRENDA L. FREEMAN
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Recent Business Experience:
Ms. Freeman is the founder of an advisory company, Joyeux Advisory Group, which was founded in 2018. She has been a Venture Partner of Debut Capital since May 2021. Ms. Freeman formerly served as the Chief Executive Officer and a Director of Arteza, a direct-to-consumer arts and crafts supplies company, from February 2020 to April 2021. Previously she served as Chief Marketing Officer of Magic Leap, Inc., a private company focused on virtual retinal displays, from 2016 to 2019. Prior to that, she served as Chief Marketing Officer at the National Geographic Channel from 2015 to 2016; Vice President, Television Marketing at DreamWorks Animation SKG Inc. from 2014 to 2015; Chief Marketing Officer, Turner Animation, Young Adults and Kids Media at Turner Broadcasting Systems, Inc. from 2008 to 2014; and Senior Vice President, Integrated Marketing and Partnerships, Nickelodeon at MTV Networks Company from 2005 to 2008. She has also served in other leadership roles for MTV Networks Company, VH1, ABC Radio Networks, and PepsiCo, Inc. (Nasdaq: PEP). Ms. Freeman has served on the board of directors at WM Technology, Inc. (Nasdaq: MAPS) since June 2021, Blue Apron Holdings, Inc. (NYSE: APRN) since October 2020, and Caleres, Inc. (NYSE: CAL) since April 2017. Previously, she served on the board of directors of Herman Miller, Inc. (Nasdaq: MLHR) from 2016 to 2019 and Under Armour, Inc. (NYSE: UA) from 2012 to 2013.
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| Primary Qualifications and Experience: | | | ||||||||
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•
CEO
|
| |
•
Finance
|
| | |||||
|
•
Technology/ Digital Media
|
| |
•
Marketing
|
| | |||||
|
•
ESG
|
| | | | | |||||
| The Board benefits from Ms. Freeman’s experience in corporate leadership, serving on other boards, and her strong background in marketing, technology, digital commerce, and digital transformation. | | |
| |
Director Since: 2020
Age: 63
Not Independent
|
| | |
Philip R. Gallagher
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Recent Business Experience:
Mr. Gallagher has served as the Company’s Chief Executive Officer and a Director since November 2020, and as President, Electronic Components, since August 2018. He previously served as the Interim Chief Executive Officer from July 2020 until November 2020 and as the Global President, Core Distribution Business from May 2017 to August 2018. He began his career with the Company in 1982 and held executive leadership positions in sales, marketing, and operations during his 38 years at the Company, with his last role as Global President of Technology Solutions from 2009 to 2014. He left the Company in 2014, and served as President, Americas Sales and Marketing, at TTI, a leading authorized distributor of interconnect, passive, electromechanical and discrete components, from 2016 to 2017. He rejoined the Company in May 2017. Mr. Gallagher currently serves on the advisory council for Women in Electronics and is also a member of Greater Phoenix Leadership (GPL), an organization of leading CEOs focused on creating action on priority issues.
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| Primary Qualifications and Experience: | | | ||||||||
|
•
Industry
|
| |
•
International Business
|
| | |||||
|
•
Technology/Digital Media
|
| |
•
CEO
|
| | |||||
| The Board benefits from Mr. Gallagher’s extensive experience in business operations, corporate leadership, and management. The Board also benefits from his broad knowledge of the technology industry. | | |
| |
Director Since: 2024
Age: 60
Independent
Current Committee
Memberships:
•
Audit
|
| | |
HELMUT GASSEL
|
| | |||
|
Recent Business Experience:
Helmut Gassel is an experienced semiconductor executive with more than 30 years in the industry. Among other activities, he is currently Co-founder and Partner of Silian Partners, a group of semiconductor industry senior executives. He also serves as a Board Member for Nordic Semiconductor’s Board of Directors, since 2024. Prior to 2022, he held several leadership positions during his 27-year tenure at Infineon Technologies, including Board Member, Chief Marketing Officer, and Division President for Industrial Power Control. Mr. Gassel holds a Diploma in Nuclear Physics from Ruhr University Bochum and a Doctorate in Electrical Engineering from the University of Duisburg-Essen.
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| Primary Qualifications and Experience: | | | ||||||||
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•
International Business
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| |
•
Technology/Digital Media
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| | |||||
|
•
Marketing
|
| |
•
Industry
|
| | |||||
| The Board benefits from Mr. Gassel’s extensive experience in the semiconductor industry, technology and innovation, sales and marketing, global business, and corporate leadership and management. | | |
| |
Director Since: 2024
Age: 56
Independent
Current Committee
Memberships:
•
Audit
|
| | |
VIRGINIA L. HENKELS
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| | |||
|
Recent Business Experience:
Ms. Henkels served as Chief Financial Officer and Secretary of Empowerment & Inclusion Capital I Corp., a special-purpose acquisition company focused on promoting equity and inclusion until February 2023. Prior to that, Ms. Henkels served as Executive Vice President, Chief Financial Officer, and Treasurer of Swift Transportation Company from 2008 to 2017. She held various finance and accounting leadership positions with increasing responsibilities since 2004 at Swift Transportation and from 1990 to 2002 at Honeywell International, Inc., a global diversified technology and manufacturing company. Ms. Henkels has served on the board of directors of Viad Corp. (NYSE: VVI) since November 2017, LCI Industries (NYSE: LCII) since September 2017, and privately-held Isaac Instruments since March 2023. From 2018 to 2021, Ms. Henkels served on the board of directors of Echo Global Logistics, Inc. (Nasdaq: ECHO).
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| Primary Qualifications and Experience: | | | ||||||||
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•
International Business
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| |
•
Risk Management
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| | |||||
|
•
Finance
|
| | ||||||||
| The Board benefits from Ms. Henkels’ experience with finance, accounting, capital markets, investor relations, strategy development, risk management, financial reporting, audit, and corporate governance. | | |
| |
Director Since: 2018
Age: 66
Independent
Current Committee
Memberships:
•
Compensation and Leadership Development
•
Finance
|
| | |
JO ANN JENKINS
|
| | |||
|
Recent Business Experience:
Ms. Jenkins has served as the Chief Executive Officer of AARP, the nation’s largest nonprofit, nonpartisan organization dedicated to empowering people 50 and older to choose how they live and age, since 2014. Previously, she served as the Executive Vice President and Chief Operating Officer of AARP from 2013 to 2014 and President of the AARP Foundation from 2010 to 2013. Prior to that, Ms. Jenkins held various positions at the Library of Congress from 1994 to 2010, including Chief Operating Officer from 2007 to 2010. Ms. Jenkins has served on the board of directors of General Mills, Inc. (NYSE: GIS) since January 2020.
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| Primary Qualifications and Experience: | | | ||||||||
|
•
CEO
|
| |
•
Operations
|
| | |||||
| The Board benefits from Ms. Jenkins’ deep understanding of strategic management and innovative marketing, which she developed through her CEO and operational roles. She contributes valuable insights regarding corporate leadership and management, government affairs and community relations, and innovation and strategic transformation, including developing and implementing diversity strategies. | | |
| |
Director Since: 2018
Age: 59
Independent
Current Committee
Memberships:
•
Audit
•
Executive
•
Finance (Chair)
|
| | |
OLEG KHAYKIN
|
| | |||
|
Recent Business Experience:
Mr. Khaykin has served as the President and Chief Executive Officer and member of the board of directors of Viavi Solutions Inc. (Nasdaq: VIAV), a provider of network and service enablement solutions, since February 2016. From 2015 to 2016, he served as a Senior Advisor at Silver Lake Partners. Prior to that, Mr. Khaykin served as President and Chief Executive Officer and a member of the board of directors of International Rectifier, a maker of power semiconductors, from 2008 until its acquisition by Infineon AG in 2015. From 2003 to 2008, he served as Executive Vice President and Chief Operating Officer of Amkor Technology, Inc. (Nasdaq: AMKR), and from 1999 to 2003 as Vice President of Strategy & Business Development at Conexant Systems, Inc. (Nasdaq: CNXT) and Mindspeed Technologies, Inc. (Nasdaq: MSPD). Mr. Khaykin had previously served on the boards of directors of Marvell Technology Group (Nasdaq: MRVL) from 2016 to July 2020 and Newport Corporation from 2010 until its acquisition by MKS Instruments in 2016.
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Primary Qualifications and Experience:
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| | ||||||||
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•
CEO
|
| |
•
Technology/ Digital Media
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| | |||||
|
•
International Business
|
| |
•
Risk Management
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•
Finance
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| |
•
Marketing
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•
Operations
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| |
•
Industry
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| | |||||
|
The Board benefits from Mr. Khaykin’s significant corporate leadership and management experience and extensive experience in the semiconductor industry. His experience with technology companies, and as both a prior customer and supplier to the Company, brings valuable insights to the Board.
|
| |
| |
Director Since: 2021
Age: 66
Independent
Current Committee
Memberships:
•
Audit
•
Finance
|
| | |
Ernest E. Maddock
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| | |||
|
Recent Business Experience:
Mr. Maddock served as Chief Financial Officer and Senior Vice President of Micron Technology, Inc. (Nasdaq: MU) from 2015 until his retirement in 2018. Prior to that, he served as Chief Financial Officer of Riverbed Technology, Inc. from 2013 to 2015. From 1997 to 2013, Mr. Maddock served in various roles at Lam Research Corporation (Nasdaq: LRCX), last as Chief Financial Officer from 2008 to 2013. He has served on the board of directors of Ultra Clean Holdings Inc. (Nasdaq: UCTT) since June 2018; Velodyne Lidar (NASDAQ: VLDR), now Ouster, Inc. (NYSE: OUST), since January 2022; and Teradyne, Inc. (NASDAQ: TER) since November 2022. Mr. Maddock previously served on the board of Intersil Corporation (Nasdaq: ISIL) from 2015 to 2017.
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| Primary Qualifications and Experience: | | | ||||||||
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•
International Business
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| |
•
Risk Management
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| | |||||
|
•
Finance
|
| |
•
Operations
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| | |||||
| The Board benefits from Mr. Maddock’s breadth of global business experience, including risk management and operations, and experience in the semiconductor industry. Additionally, as a former Chief Financial Officer for multiple public companies, Mr. Maddock has extensive experience in finance and accounting, particularly as it applies to public companies. | | |
| |
Director Since: 2014
Age: 62
Independent
Current Committee
Memberships:
•
Compensation and Leadership Development
•
Corporate Governance (Chair)
•
Executive
|
| | |
AVID MODJTABAI
|
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Recent Business Experience:
Ms. Modjtabai served as the Senior Executive Vice President and head of the Payments, Virtual Solutions and Innovation Group at Wells Fargo (NYSE: WFC) until March 2020, when she retired from Wells Fargo after 27 years. Prior to that, she served in various leadership roles at Wells Fargo, including Group head for Wells Fargo Consumer Lending from 2011 to 2016; Chief Information Officer and head of Technology and Operations Group from 2008 to 2011; Chief Information Officer and head of technology from 2007 to 2008; Director of Human Resources from 2005 to 2007; Executive Vice President, Head, of the Internet Services Group from 2001 to 2005; Senior Vice President of Consumer Internet Services from 1999 to 2001; and held leadership roles in the enterprise internet services group, consumer deposits, and corporate strategy from 1993 to 2001. Ms. Modjtabai has served on the board of directors of Prologis, Inc. (NYSE: PLD) since February 2020.
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| Primary Qualifications and Experience: | | | ||||||||
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•
Finance
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| |
•
Technology/ Digital Media
|
| | |||||
|
•
Marketing
|
| |
•
Operations
|
| | |||||
|
•
Risk Management
|
| | ||||||||
| The Board benefits from Ms. Modjtabai’s extensive experience in operations and strategy development. The Board also benefits from her experience in the areas of financial services and change management. | | |
| |
Director Since: 2019
Age: 65
Independent
Current Committee
Memberships:
•
Compensation and Leadership Development
•
Corporate Governance
|
| | |
ADALIO T. SANCHEZ
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Recent Business Experience:
Mr. Sanchez is President of S Group Advisory LLC, a management consulting firm providing advisory services on business strategy, technology, and operational excellence. He also serves on the board of directors of ACI Worldwide Inc. (NASDAQ: ACIW), a software company serving the electronics payments market, since 2015 and has been board Chairman since 2022; and on the supervisory board of ASM International NV (NL: ASM), a Netherlands-based semiconductor wafer fabrication equipment company, since September 2021. Mr. Sanchez previously served on the board of directors of Snap One Holdings Corp (NASDAQ: SNPO), a smart home technology solutions and distribution company, from June 2021 to June 2024; and on the board of directors of Quantum Corporation (NASDAQ: QMCO), a computer storage solutions company, from May 2017 to April 2019, and served as interim CEO from November 2017 to January 2018. From 2014 to 2015, Mr. Sanchez served as Senior Vice President of the Lenovo Group Limited (HK: 0992), an international technology company. Prior to that, he spent 32 years at IBM Corporation (NYSE: IBM), a global technology and innovation company, from 1982 to 2014, where he served in various capacities including sixteen years in senior executive and global general management roles.
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| Primary Qualifications and Experience: | | | ||||||||
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•
Industry
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| |
•
International Business
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|
•
Operations
|
| |
•
Technology/ Digital Media
|
| | |||||
|
•
ESG
|
| | ||||||||
| The Board benefits from Mr. Sanchez’s significant experience in corporate leadership and management, international business, technology and innovation, and his extensive semiconductor expertise. | | |
|
CORPORATE GOVERNANCE
|
|
| |
Board Diversity Matrix (As of September 23, 2024)
|
| | ||||||||
| |
Board Size:
|
| | ||||||||
| |
Total Number of Directors
|
| | |
12
|
| | ||||
| |
Gender Identity:
|
| | |
Female
|
| | |
Male
|
| |
| |
Directors
|
| | |
4
|
| | |
8
|
| |
| |
Demographic Background
|
| | ||||||||
| |
African American or Black
|
| | |
2
|
| | |
1
|
| |
| |
Hispanic or Latinx
|
| | |
0
|
| | |
1
|
| |
| |
White
|
| | |
2*
|
| | |
6
|
| |
| |
LGBTQ+
|
| | |
1
|
| |
|
The Board of Directors and its Committees
|
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| | | |
Committees
|
| | | | | ||||||||||||||||
| | | |
A
|
| | |
C
|
| | |
CG
|
| | |
F
|
| | |
E
|
| | |
Independent
|
|
|
Rodney C. Adkins (Board Chair)
|
| | | | | | | | | |
•
|
| | | | | | |
Chair
|
| | |
|
|
|
Carlo Bozotti
|
| |
•
|
| | | | | | | | | | |
•
|
| | | | | | |
|
|
|
Brenda L. Freeman
|
| |
•
|
| | | | | | |
•
|
| | | | | | | | | | |
|
|
|
Helmut Gassel
|
| |
•
|
| | | | | | | | | | | | | | | | | | |
|
|
|
Virginia L. Henkels
|
| |
•
|
| | | | | | | | | | | | | | | | | | |
|
|
|
Jo Ann Jenkins
|
| | | | | |
Chair
|
| | | | | | |
•
|
| | |
•
|
| | |
|
|
|
Oleg Khaykin
|
| |
•
|
| | | | | | | | | | |
Chair
|
| | |
•
|
| | |
|
|
|
James A. Lawrence
|
| | | | | |
•
|
| | | | | | |
•
|
| | | | | | |
|
|
|
Ernest E. Maddock
|
| |
Chair
|
| | | | | | | | | | |
•
|
| | |
•
|
| | |
|
|
|
Avid Modjtabai
|
| | | | | |
•
|
| | |
Chair
|
| | | | | | |
•
|
| | |
|
|
|
Adalio T. Sanchez
|
| | | | | |
•
|
| | |
•
|
| | | | | | | | | | |
|
|
|
AUDIT COMMITTEE
|
| ||||
|
Current Members:
Ernest E. Maddock (Chair) Carlo Bozotti Brenda L. Freeman Helmut Gassel Virginia L. Henkels Oleg Khaykin
Meetings in fiscal 2024: 8
Audit Committee Financial Experts:
Ernest E. Maddock (Chair) Carlo Bozotti Virginia L. Henkels Oleg Khaykin |
| | |
Responsibilities
The Audit Committee is charged with:
•
Assisting and representing the Board in fulfilling its oversight responsibilities with respect to:
•
The integrity of the Company’s financial statements;
•
The independence, qualifications, and performance of the Company’s independent external auditors;
•
The performance of the Company’s internal audit function;
•
Compliance with legal and regulatory requirements; and
•
Internal ethics and compliance program, enterprise risk management, and cybersecurity.
•
Appointing, compensating, retaining and overseeing the independent registered public accounting firm.
•
Reviewing and approving transactions with any related person in which the Company is a participant and involves an amount equal to or exceeding $120,000 per year.
Please see the Audit Committee Report set forth elsewhere in this Proxy Statement for more information about the Audit Committee and its operations.
|
|
|
COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE
|
| ||||
|
Current Members:
Jo Ann Jenkins (Chair) James A. Lawrence Avid Modjtabai Adalio T. Sanchez
Meetings in fiscal 2024: 4
|
| | |
Responsibilities
The Compensation and Leadership Development Committee is charged with:
•
Overseeing the Company’s overall compensation structure, policies, and programs.
•
Assisting the Board in fulfilling its responsibilities with respect to administering the Company’s long-term incentive plan.
•
Reviewing and approving compensation arrangements with executive officers.
•
Evaluating CEO performance and recommending CEO compensation to the Board.
•
Overseeing the Company’s policies and programs relating to talent, leadership, culture, diversity, equity and inclusion.
•
Overseeing Director compensation and recommending any changes to Director compensation to the Board.
The Compensation and Leadership Development Committee’s objective is to establish and oversee a total compensation program that fairly and competitively rewards long-term performance and enhances shareholder value.
|
|
|
CORPORATE GOVERNANCE COMMITTEE
|
| ||||
|
Current Members:
Avid Modjtabai (Chair) Rodney C. Adkins Brenda L. Freeman Adalio T. Sanchez
Meetings in fiscal 2024: 4
|
| | |
Responsibilities
The Corporate Governance Committee is charged with:
•
Identifying, screening, and recommending appropriate candidates to serve as directors.
•
Reviewing the Company’s succession plans, including CEO succession.
•
Overseeing the process for evaluating the Board, its committees, and management.
•
Making recommendations with respect to corporate governance issues affecting the Board and the Company.
•
Overseeing director orientation and continuing education programs.
•
Overseeing the Company’s ESG program and initiatives.
Please see “Corporate Governance — Director Nominations” for additional information on the Corporate Governance Committee.
|
|
|
FINANCE COMMITTEE
|
| ||||
|
Current Members:
Oleg Khaykin (Chair) Carlo Bozotti Jo Ann Jenkins James A. Lawrence Ernest E. Maddock
Meetings in fiscal 2024: 4
|
| | |
Responsibilities
The Finance Committee is charged with:
•
Assisting the Board with overseeing financial matters.
•
Reviewing and providing guidance to the Board and management about capital allocation, capital structure, mergers and acquisitions, financial strategies, capital markets, and share buybacks.
•
Approving secured borrowings, loans, and credit facilities, for amounts exceeding management’s delegated authority up to the committee’s delegated authority.
•
Approving real estate transactions for amounts exceeding management’s delegated authority.
•
Approving company guarantees and similar instruments for amounts exceeding management’s delegated authority.
|
|
|
EXECUTIVE COMMITTEE
|
| ||||
|
Members:
Rodney C. Adkins (Chair) Jo Ann Jenkins Oleg Khaykin Ernest E. Maddock Avid Modjtabai
Meetings in fiscal 2024: 0
|
| | |
Responsibilities
The Board established the Executive Committee to exercise the powers and authority of the Board during the intervals between Board meetings when the Chair of the Board determines that convening a special Board meeting is not warranted. The Executive Committee may exercise the powers and authority of the Board except those not permitted by law or the Company’s Bylaws, or as specifically limited by the Board.
Therefore, the Executive Committee does not have the authority to:
•
Submit to shareholders any action that requires shareholders’ approval;
•
Fill vacancies in the Board or any committee;
•
Fix compensation for Directors serving on the Board or any committee;
•
Amend or repeal the By-Laws or adopt new bylaws; or
•
Amend or repeal any Board resolutions which, by its terms, are not amendable or repealable.
|
|
|
Director Compensation
|
|
|
Annual Compensation Components:
|
| | | |
| Cash Retainer | | |
$100,000
|
|
| Equity | | |
$180,000
|
|
|
Total for FY24:
|
| |
$280,000
|
|
|
% of Cash/Equity
|
| |
36/64
|
|
|
Additional Annual Amounts:
|
| | | |
| Independent Chair Retainer | | |
$185,000
|
|
| Audit Committee Chair Retainer(1) | | |
$25,000
|
|
| Audit Committee Retainer | | |
$7,500
|
|
| Compensation and Leadership Development Committee Chair Retainer | | |
$20,000
|
|
| Corporate Governance Committee Chair Retainer | | |
$15,000
|
|
| Finance Committee Chair Retainer | | |
$15,000
|
|
|
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards
($) |
| |
Total
($) |
| ||||||
| Rodney C. Adkins(1) | | | | | 285,000 | | | | | | 230,000 | | | |
515,000
|
|
| Carlo Bozotti | | | | | 116,250 | | | | | | 180,000 | | | |
296,250
|
|
| Brenda L. Freeman | | | | | 107,500 | | | | | | 180,000 | | | |
287,500
|
|
| Jo Ann Jenkins | | | | | 110,000 | | | | | | 180,000 | | | |
290,000
|
|
| Oleg Khaykin | | | | | 122,500 | | | | | | 180,000 | | | |
302,500
|
|
| James A. Lawrence | | | | | 110,000 | | | | | | 180,000 | | | |
290,000
|
|
| Ernest E. Maddock | | | | | 116,250 | | | | | | 180,000 | | | |
296,250
|
|
| Avid Modjtabai | | | | | 115,000 | | | | | | 180,000 | | | |
295,000
|
|
| Adalio T. Sanchez | | | | | 100,000 | | | | | | 180,000 | | | |
280,000
|
|
|
EXECUTIVE OFFICERS OF THE COMPANY
|
|
|
Name
|
| |
Age
|
| |
Office
|
|
| Philip R. Gallagher | | |
63
|
| | Chief Executive Officer and President, Electronic Components | |
| Kenneth A. Jacobson | | |
46
|
| | Chief Financial Officer | |
| Ken E. Arnold | | |
60
|
| | Senior Vice President and Chief People Officer | |
| Michael R. McCoy | | |
48
|
| | Senior Vice President, General Counsel and Chief Legal Officer | |
| Leng Jin (Max) Chan | | |
52
|
| | Senior Vice President and Chief Information Officer | |
| Elizabeth A. McMullen | | |
64
|
| | Senior Vice President, Operations | |
| |
|
| | |
KENNETH A. JACOBSON
|
| |
| Kenneth A. Jacobson has served as Chief Financial Officer since September 6, 2022. Prior to that he had served as the Corporate Controller since 2013 and Principal Accounting Officer since 2018. From August 2017 to January 2018, Mr. Jacobson served as the Interim Chief Financial Officer. Prior to joining the Company, Mr. Jacobson served as the Director of External Reporting and Accounting Research for First Solar Inc. from 2011 to 2013, where he led external reporting and provided accounting support for acquisitions and sales of solar power projects. Mr. Jacobson began his career in public accounting with PricewaterhouseCoopers (PwC) for ten years, where he worked with a variety of clients across various industries. | | |
| |
|
| | |
KEN E. ARNOLD
|
| |
| Ken E. Arnold has served as Senior Vice President and Chief People Officer since February 2019. He also oversees the company’s corporate marketing and communications function. He previously served in various human resource leadership roles with the Company, including as Vice President, Human Resources from 2009 to February 2019 and Director, Human Resources — Talent Acquisition and HR Services from 2007 to 2009. | | |
| |
|
| | |
MICHAEL R. MCCOY
|
| |
| Michael R. McCoy has served as Senior Vice President, General Counsel and Chief Legal Officer since April 2020. He joined the Company in 2010 and previously served as General Counsel, International from May 2019 to April 2020; Vice President, Assistant General Counsel, EMEA General Counsel from 2017 to 2019; and Secretary from 2013 to 2017. Prior to joining the Company, Mr. McCoy worked at two international law firms and at the U.S. Securities and Exchange Commission’s Division of Corporation Finance. | | |
| |
|
| | |
LENG JIN (MAX) CHAN
|
| |
| Max Chan has served as the Chief Information Officer since 2019 and as Senior Vice President since 2021. Since joining the Company in 2013, he has served in various roles including Vice President, Information Technology Global Supply Chain from 2016 to 2019 and Vice President of Information for Avnet Technology Solutions (a former business unit of the Company) in Asia from 2013 to 2016. Prior to joining the Company, Mr. Chan held several Information Technology leadership roles, including Chief Information Officer, Asia at VF Corporation (NYSE: VFC) from 2008 to 2010 and Vice President, IT Global Supply Chain, Building Efficiency at Johnson Controls International (NYSE: JCI) from 2001 to 2008 and 2010 to 2012. | | |
| |
|
| | |
ELIZABETH A. MCMULLEN
|
| |
| Elizabeth A. McMullen has served as the Senior Vice President, Operations since 2021. Since joining the Company in 2010, she has served in various leadership roles, including Global Vice President, Operations from 2020 to 2021; and Vice President, Global Business Operations from 2018 to 2020. Prior to joining the Company, Ms. McMullen held senior leadership positions at Deutsche Post DHL Group (OTCMKTS: DPSGY) and Arthur Andersen, LLP. | | |
|
Security Ownership of Certain Beneficial Owners and Management
|
|
|
Name of Beneficial Owner
|
| |
Common
Stock |
| |
Stock
Options Exercisable Within 60 Days |
| |
Total
Common Stock Beneficially Owned |
| |
Percent
of Common Stock |
| |||||||||
| 5% Holders | | | | | | | | | | | | | | | | | | | | | | |
|
BlackRock, Inc.(1)
50 Hudson Yards New York, NY 10001 |
| | | | 9,169,038 | | | | | | | | | |
9,169,038
|
| | |
|
10.1%
|
| |
|
Dimensional Fund Advisors LP(2)
6300 Bee Cave Road, Bldg One Austin, TX 78746 |
| | | | 6,253,930 | | | | | | | | | |
6,253,930
|
| | |
|
6.9%
|
| |
|
Pzena Investment Management LLC.(3)
320 Park Avenue, 8th Floor New York, NY 10022 |
| | | | 8,751,446 | | | | | | | | | |
8,751,446
|
| | |
|
9.7%
|
| |
|
The Vanguard Group(4)
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 10,430,858 | | | | | | | | | |
10,430,858
|
| | |
|
11.53%
|
| |
| Directors, Director Nominees, and NEOs | | | | | | | | | | | | | | | | | | | | | | |
| Rodney C. Adkins, Director and Nominee | | | | | 38,198(5) | | | | | | 0 | | | |
38,198
|
| | |
|
*
|
| |
| Carlo Bozotti, Director | | | | | 11,578 | | | | | | 0 | | | |
11,578
|
| | |
|
*
|
| |
| Brenda L. Freeman, Director and Nominee | | | | | 27,140(6) | | | | | | 0 | | | |
27,140
|
| | |
|
*
|
| |
| Helmut Gassel, Director and Nominee | | | | | 1,265 | | | | | | 0 | | | |
1,265
|
| | |
|
*
|
| |
| Virginia L. Henkels, Director and Nominee | | | | | 1,265 | | | | | | 0 | | | |
1,265
|
| | |
|
*
|
| |
| Jo Ann Jenkins, Director and Nominee | | | | | 25,636 | | | | | | 0 | | | |
25,636
|
| | |
|
*
|
| |
| Oleg Khaykin, Director and Nominee | | | | | 51,843(7) | | | | | | 0 | | | |
51,843
|
| | |
|
*
|
| |
| James A. Lawrence, Director | | | | | 0 | | | | | | 0 | | | |
0
|
| | |
|
*
|
| |
| Ernest E. Maddock, Director and Nominee | | | | | 13,455(8) | | | | | | 0 | | | |
13,455
|
| | |
|
*
|
| |
| Avid Modjtabai, Director and Nominee | | | | | 38,257 | | | | | | 0 | | | |
38,257
|
| | |
|
*
|
| |
| Adalio T. Sanchez, Director and Nominee | | | | | 20,578 | | | | | | 0 | | | |
20,578
|
| | |
|
*
|
| |
| Philip R. Gallagher, Chief Executive Officer and Director | | | | | 371,521(9) | | | | | | 369,863 | | | |
741,384
|
| | |
|
*
|
| |
| Kenneth A. Jacobson, Chief Financial Officer | | | | | 83,586(10) | | | | | | 0 | | | |
83,586
|
| | |
|
*
|
| |
| Ken E. Arnold, SVP, Chief People Officer | | | | | 55,779(11) | | | | | | 68,825 | | | |
124,604
|
| | |
|
*
|
| |
| Leng Jin (Max) Chan, SVP, Chief Information Officer | | | | | 36,565(12) | | | | | | 4,613 | | | |
41,178
|
| | |
|
*
|
| |
| Michael R. McCoy, SVP, General Counsel | | | | | 70,794(13) | | | | | | 51,258 | | | |
122,052
|
| | |
|
*
|
| |
| All Directors and NEOs as a group (15 people) | | | | | 847,460 | | | | | | 499,559 | | | |
1,342,019
|
| | | | 1.5% | | |
|
DELINQUENT SECTION 16(a) REPORTS
|
|
|
RELATED PERSON TRANSACTIONS
|
|
|
PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
|
|
| |
RECOMMENDATION OF THE BOARD
|
| | | | | | | | |||
| |
|
| |
The Board recommends that shareholders vote FOR the advisory vote on the compensation of the Named Executive Officers as disclosed in this Proxy Statement.
|
| |
|
Compensation Discussion and Analysis
|
|
| |
Table of Contents
|
| |
Page
|
| |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | |
|
NEOs
|
| |
Position
|
|
| Philip R. Gallagher | | |
Chief Executive Officer (“CEO”) and President, Electronic Components
|
|
| Kenneth A. Jacobson | | | Chief Financial Officer (“CFO”) | |
| Ken E. Arnold | | | Senior Vice President, Chief People Officer | |
| Leng Jin (Max) Chan | | | Senior Vice President, Chief Information Officer | |
| Michael R. McCoy | | | Senior Vice President, General Counsel and Chief Legal Officer | |
| | | |
Fiscal 2023
|
| |
Fiscal 2024
|
| |
% Change
|
| ||||||
| | | |
$ in millions, except per share data
|
| ||||||||||||
| Sales | | | | $ | 26,536.9 | | | | | $ | 23,757.1 | | | |
-10.5%
|
|
| Gross profit dollars | | | | $ | 3,182.1 | | | | | $ | 2,766.4 | | | |
-13.1%
|
|
| Operating income | | | | $ | 1,186.8 | | | | | $ | 844.4 | | | |
-28.9%
|
|
| Adjusted operating income | | | | $ | 1,220.9 | | | | | $ | 900.0 | | | |
-26.3%
|
|
| Operating income margin | | | | | 4.47% | | | | | | 3.55% | | | |
-92 bps
|
|
| Adjusted operating income margin | | | | | 4.60% | | | | | | 3.79% | | | |
-81 bps
|
|
| Diluted earnings per share | | | | $ | 8.26 | | | | | $ | 5.43 | | | |
-34.2%
|
|
| Adjusted diluted earnings per share | | | | $ | 8.06 | | | | | $ | 5.34 | | | |
-33.8%
|
|
| Net working capital days | | | | | 86.19 | | | | | | 106.96 | | | |
24.1%
|
|
| Return on Working Capital | | | | | 19.51% | | | | | | 13.08% | | | |
-643 bps
|
|
| |
FY24 Considerations for Benchmarking Peer Group Development:
|
| | |
FY24 Benchmarking Peer Group:
|
| |
| |
✓
A distribution, product, or related service company
✓
Revenues within range of Company revenues
✓
Market capitalization within range of Company market capitalization
✓
Global footprint
✓
Historical Company peer group
✓
Disclosed peer of a peer company
✓
Disclosed Company as a benchmarking peer
✓
In proxy advisors’ peer groups
|
| | |
Arrow Electronics, Inc.
Celestica Inc.
CDW Corporation
Flex Ltd.
Genuine Parts Company
Insight Enterprises, Inc.
Jabil, Inc.
Sanmina Corporation
Seagate Technology Holdings plc
TD SYNNEX Corporation
TE Connectivity Ltd.
W.W. Grainger, Inc.
WESCO International, Inc.
Western Digital Corporation
|
| |
| | | |
Fiscal 2023 ($ in billions)
|
| ||||||||||
| | | |
Revenue
|
| | |
Market Capitalization
|
| ||||||
| Peer Group Median | | | | $ | 18.9 | | | | | | $ | 12.1 | | |
| The Company | | | | $ | 26.5 | | | | | | $ | 4.6 | | |
|
Pay Component
|
| | |
Objectives
|
| |
Key Features
|
|
|
Base Salary
|
| | |
Attract and retain executive talent in a competitive marketplace.
|
| |
Reflects skills, contributions, and success over time in role.
Reviewed annually to ensure competitiveness and alignment with individual performance.
|
|
|
Annual Cash Incentives
|
| | |
Link variable compensation to short-term performance and strategic goals.
|
| |
Key financial measures used to assess performance and align executives’ interest with shareholders’ interests.
Payouts depend on meeting financial and non-financial performance goals.
|
|
|
Long-Term Equity Incentives
|
| | |
Align executives with shareholders by rewarding long-term shareholder value creation.
Reward stock price appreciation and tie executive wealth accumulation to long-term performance.
|
| |
Encourages retention through multi-year vesting (three to four years) and rewards share price appreciation.
Performance Share Units (PSUs) vest, if at all, at the end of a three-year period depending on meeting performance goals.
|
|
|
Pay Component
|
| | |
Brief Description
|
|
|
Retirement Benefits
|
| | |
•
Qualified cash balance plan (Pension Plan)
•
Qualified defined contribution plan (401(k) Plan)
•
Nonqualified retirement plans
|
|
|
Executive Benefits
|
| | |
Limited perquisites
|
|
|
Change of Control Agreements
|
| | |
Individual agreements providing enhanced severance for a qualifying termination following a change of control of the Company
|
|
|
Executive Severance Plan
|
| | |
Plan providing severance benefits for executives, except for those covered by their employment agreements
|
|
|
Employee Stock Purchase Plan
|
| | |
Qualified plan permitting Company stock purchases at a 5% discount, subject to plan limits
|
|
| | What the Company Does: | | | |||
| |
|
| |
Aligns Pay-for-Performance. Historically, a significant portion of total compensation depended on achieving short- and long-term financial and operational goals that were designed to increase shareholder value over time. As executives gain responsibility and seniority and exercise more direct influence over the Company’s financial and operational performance, typically base salary as a percentage of total compensation decreases and performance-based pay increases.
|
| |
| |
|
| |
Focuses on Long-Term Incentive Compensation. The long-term incentive compensation program is designed to provide a meaningful portion of compensation with the goal of having executive officers think and behave like owners over the long term. Long-term incentives, in the form of equity awards, vest over periods ranging from three to four years depending on the award type.
|
| |
| |
|
| |
Uses Multiple Metrics in Incentive Plans. The annual cash and long-term incentive programs employ multiple performance measures to assure focus is on the entire business. Further, long-term incentive programs include awards that vest over several different and overlapping periods to help ensure that performance during any one period is not maximized to the detriment of other periods.
|
| |
| |
|
| |
Uses Award Caps. Annual cash incentives and PSUs are capped at 200% of target to discourage excessive risk-taking.
|
| |
| |
|
| |
Maintains Clawback Policy. The Company’s Incentive-Based Compensation Recoupment Policy, also known as a clawback policy, requires the Company to recoup incentive-based compensation erroneously awarded due to a financial restatement and allows recoupment for employee misconduct.
|
| |
| |
|
| |
Conducts Annual Compensation Risk Assessment. The Committee annually assesses the Company’s compensation programs and determines whether the Company’s policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.
|
| |
| |
|
| |
Maintains Stock Ownership Guidelines. The Company has stock ownership guidelines for its executive officers and, as of June 29, 2024, each executive officer was in compliance.
|
| |
| |
|
| |
Grants Stock Options at Fair Market Value. When the Company grants stock options, the options are granted with an exercise price at the fair market value of the Company’s Common Stock on the date of the grant.
|
| |
| |
|
| |
Maintains Compensation Committee Independence. The Compensation Committee is made up entirely of Independent Directors.
|
| |
| |
|
| |
Maintains Compensation Consultant Independence. The Compensation Consultant does not provide any services to management other than its services to the Committee, and the Committee annually assesses the independence of the Compensation Consultant.
|
| |
| |
What the Company Doesn’t Do:
|
| | |||
| |
|
| |
Doesn’t Provide for Excise Tax Gross-Ups. The Company’s change of control agreements do not provide for excise tax reimbursements to any of the Company’s executive officers.
|
| |
| |
|
| |
Doesn’t Pay Dividends or Dividend Equivalents on Equity Awards. Equity awards may provide for the accrual of dividends or dividends equivalents during the vesting period, which are paid solely to the extent the underlying equity awards vest. Dividends or dividend equivalents are not paid on unearned PSUs.
|
| |
| |
|
| |
Doesn’t Permit Hedging or Pledging of Company Shares. The Company’s Insider Trading Policy prohibits Directors and executive officers from hedging the Company’s securities and prohibits them from pledging the Company’s securities without advance approval.
|
| |
| |
|
| |
Doesn’t Provide Above-Market Returns. The Company does not offer preferential or above-market returns on deferred compensation.
|
| |
| |
|
| |
Doesn’t Reprice Awards. Repricing of stock options and stock appreciation rights is prohibited without shareholder approval. The Company does not have a history of repricing equity awards.
|
| |
| |
|
| |
Doesn’t Provide Excessive Severance Benefits or Perquisites. The Company provides only limited severance benefits and perquisites to executives.
|
| |
| |
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| |
Doesn’t Reimburse or Indemnify Against Recouped Incentive-Based Compensation. The Company does not reimburse executive officers for recouped incentive-based compensation or indemnify or insure executive officers in connection with recoupment of incentive-based compensation under its clawback policy.
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NEO
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2023 FY End
Annual Base Salary |
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2024 FY End
Annual Base Salary |
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% Change(1)
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| Gallagher | | | | $ | 1,150,000 | | | | | $ | 1,200,000 | | | |
4.3%
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| Jacobson(2) | | | | $ | 500,000 | | | | | $ | 600,000 | | | |
20.0%
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| Arnold | | | | $ | 525,000 | | | | | $ | 560,000 | | | |
6.7%
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| Chan | | | | $ | 500,000 | | | | | $ | 550,000 | | | |
10.0%
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| McCoy | | | | $ | 550,000 | | | | | $ | 595,000 | | | |
8.2%
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Metrics
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Weighting
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Financial Performance Metrics
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Weighting
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Target Performance Goal
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Financial Performance
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| | | | | 80% | | | | |
Adjusted Operating Income $ (OI$)
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| | | | | 40% | | | | |
$1,297.7 M
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Return on Working Capital %
(ROWC) |
| | | | | 40% | | | | |
18.94%
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| Relative Market Share | | | | | | 20% | | | | |