Business Context and Reporting Period
This Form 8-K filing by Avnet, Inc. (the "Company") reports on events occurring on December 25, 2017, with the report dated December 28, 2017. The filing primarily addresses Item 5.02 regarding the appointment of a new Chief Financial Officer and the departure of the interim CFO.
Key Financial Metrics
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data contained within this document is limited to the compensation package for the newly appointed executive.
- Base Salary: $500,000 for fiscal year 2018.
- Annual Cash Incentive Target: 100% of base salary ($500,000).
- Signing Bonus: $350,000 (one-time, subject to clawback provisions).
- Restricted Stock Units (RSUs): One-time award valued at $2,900,000, vesting 25% annually over four years.
Material Changes
The primary material change reported is the leadership transition in the finance function:
- Appointment: Thomas Liguori was appointed Chief Financial Officer, effective January 29, 2018.
- Departure: Ken Jacobson ceased serving as Interim Chief Financial Officer concurrently with the appointment. Mr. Jacobson will continue as Corporate Controller.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, revenue outlook, or management commentary regarding business performance. However, it outlines specific contractual risks and contingencies related to the new CFO's employment:
- Severance Contingency: Under the Executive Severance Plan, termination without "Cause" or resignation for "Good Reason" triggers a lump-sum payment equal to 12 months of base salary, a pro-rata incentive payment, and one year of health coverage.
- Change of Control: If a change of control occurs within 24 months followed by termination without cause or constructive termination, the executive is entitled to 2.99 times the sum of base salary and target incentive, plus full acceleration of unvested equity.
- Relocation Requirement: Mr. Liguori must establish a residence in the Phoenix area by June 30, 2018, to qualify for relocation expense reimbursement.
Investor Verification Checklist
- Verify the effective start date of Thomas Liguori as CFO (January 29, 2018).
- Confirm the total value of the initial compensation package ($3.75M cash + $2.9M equity).
- Review the specific definitions of "Cause" and "Good Reason" in the Executive Severance Plan (Exhibit 10.1) to understand severance triggers.
- Check the vesting schedule for the $2.9M RSU award, noting the first tranche vests on January 2, 2019.
- Confirm the clawback terms for the $350,000 signing bonus if employment ends within two years.