AVNET INC. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by AVNET, INC. on September 6, 2022. The filing discloses the appointment of a new Chief Financial Officer and details the associated compensatory arrangements.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation terms.
Material Changes
On September 6, 2022, the Board of Directors appointed Kenneth A. Jacobson as Chief Financial Officer, effective immediately. Mr. Jacobson previously served as the Company's Controller since 2013 and Principal Accounting Officer since February 2018.
Compensation and Agreements
- Base Salary: $500,000 for fiscal year 2023.
- Cash Incentive: Target of 100% of base salary.
- Equity Grant: $1,250,000 total value for fiscal year 2023, consisting of performance share units and restricted stock units. Restricted stock units vest in four 25% annual tranches, starting January 2, 2023.
- Severance Plan: Eligible for the Executive Severance Plan. Termination without "Cause" or resignation for "Good Reason" triggers a lump-sum payment equal to annual base salary, pro-rata incentive payment, and one year of medical/dental/vision coverage.
- Change of Control: Under the Change of Control Agreement, termination within 24 months of a change of control triggers 2.99 times the sum of base salary and target incentive, plus full vesting of unvested equity.
Investor Verification Checklist
- Verify the full text of the Letter Agreement (Exhibit 10.2) for specific performance metrics tied to the cash incentive and equity awards.
- Review the Executive Severance Plan (Exhibit 10.1) for precise definitions of "Cause" and "Good Reason."
- Confirm the vesting schedule details for the performance share units included in the $1.25 million equity grant.
- Check subsequent filings for any changes to the executive team or compensation structure.