AVTNasdaqSEC EDGAREDGAR

AVNET INC

Wholesale-Electronic Parts & Equipment, NEC·PHOENIX, AZ·FY end 06/27·CIK 8858

Board of Directors

10 members · 9 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Rodney C. AdkinsChair10y67NCGExecutive$465,000
Brenda L. FreemanDirector7y61CompNCG$283,750
Philip R. GallagherCEO and Director5y64
Helmut GasselDirector1y61AuditRisk$342,716
Virginia L. HenkelsDirector1y57AuditNCG$342,716
Jo Ann JenkinsDirector7y67CompExecutiveRisk$300,000
Oleg KhaykinDirector7y60AuditExecutiveRisk$302,500
Ernest E. MaddockDirector4y67AuditExecutiveRisk$305,000
Avid ModjtabaiDirector11y63CompRisk$287,500
Adalio T. SanchezDirector6y66CompNCGExecutive$287,500

Risk-factor diff

FY 2025 10-K vs. FY 2024
+17 new15 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

One of the Company’s competitive strengths is the breadth and quality of the suppliers whose products the Company distributes. For fiscal 2025, one supplier accounted for approximately 10% of the Company’s consolidated billings. The Company’s contracts with its suppliers vary in duration and are generally terminable by either party at will upon notice. The Company’s suppliers may terminate or significantly reduce their volume of business with the Company because of a product shortage, an unwillingness to do business with the Company, changes in strategy, or otherwise.

NEW · FY 2025

Customers, suppliers, and investors are increasingly requesting information and action regarding the Company’s supply chain due diligence, environmental impacts, and other social and governance practices. Such increased expectations may increase costs and result in reputational damage and loss of business if the Company is perceived to have not met such expectations.

NEW · FY 2025

In addition to the cost of compliance, the potential penalties for violations of import or export regulations and anti-corruption laws, by the Company or its third-party agents, create heightened risks for the Company’s international operations. If a regulatory body determines that the Company has violated such laws, the Company could be fined significant sums, incur sizable legal defense costs, have its import or export capabilities restricted or denied, or have its inventories seized, which could have a material and adverse effect on the Company’s business. Additionally, allegations that the…

NEW · FY 2025

Tariffs, trade restrictions, sanctions, or changes in trade policies may adversely affect the Company’s sales and profitability. For example, the U.S. administration has made, and continues to make, changes in trade policies, including negotiating or terminating trade agreements, imposing higher tariffs on imports into the United States, and other measures affecting trade between the United States and other countries. Additionally, some countries are changing their trade policies relating to goods imported from the United States. These policies and related geopolitical tensions could dampen co…

NEW · FY 2025

The impact of these trade disruptions is difficult to predict and depends on various factors, including (i) when trade measures are implemented, (ii) the ultimate amount, scope, nature, and duration of tariffs and other trade measures, (iii) and the extent to which price increases, together with mitigation efforts, do not fully offset increased costs. In addition, the impact of trade disruptions on general economic conditions is difficult to predict.

+ 12 more new paragraphs not shown

Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.