Andrew Kerin
ARROW ELECTRONICSAbout Andrew C. Kerin
Independent director of Arrow Electronics since 2010; age 61 as of the 2025 proxy. Career operator with >30 years in business services, currently CEO of Towne Park (since 2017), formerly CEO/director of The Brickman Group (2012–2016), and earlier senior executive at Aramark overseeing global food, hospitality, and facilities businesses. Committees: Compensation and Corporate Governance (member). No current public-company directorships outside Arrow.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Towne Park (hospitality and healthcare parking solutions provider) | Chief Executive Officer | 2017–present | Operational leadership; service industry expertise applied to Arrow’s services oversight |
| The Brickman Group, Ltd. (private) | Chief Executive Officer and director | 2012–2016 | Strategic and operational leadership in services |
| Aramark Corporation | EVP & Group President, Global Food, Hospitality & Facility Services; EVP & Group President, North America Food; SVP; President, Healthcare & Education | 1995–2012 | Oversaw extensive services operations across healthcare, education, venues, and facilities |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Towne Park | Chief Executive Officer | Private | Current external executive role; no Arrow-related transactions disclosed |
| The Brickman Group | Former CEO & director | Private | Prior role; no Arrow-related transactions disclosed |
| Public-company boards (other than Arrow) | — | — | None |
Board Governance
- Independence: Board-designated independent director; serves on Compensation and Corporate Governance Committees (member, not chair).
- Committee membership (current): Compensation (Member); Corporate Governance (Member). Audit Committee membership: none.
- Attendance: In 2024, the Board held 4 meetings; Audit 8; Compensation 4; Corporate Governance 4. All directors attended ≥75% of Board and applicable committee meetings; independent directors held 4 executive sessions.
- Board leadership and process: Independent Board Chair, robust annual board/committee assessments, committee charters available; Corporate Governance Committee oversees director nominations, outside commitments review, director compensation, CEO succession, code of conduct, shareholder engagement, and stewardship/impact disclosures.
- Outside commitments limits (2024 actions): Max 3 public boards for Board Chair, 2 for director who is an executive officer, 4 for other directors (including Arrow); enhances engagement and mitigates overboarding risk.
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $110,000 | 2024 | Standard independent director annual fee |
| Committee chair fees | $15,000 (Governance), $25,000 (Comp), $30,000 (Audit) | 2024 | Not applicable to Kerin (member only) |
| Fees earned or paid in cash (Andrew C. Kerin) | $110,000 | 2024 | Deferred 100% into deferred stock units |
| Meeting fees | — | 2024 | Not disclosed; structure is retainers plus equity |
Deferred Compensation Plan: Independent directors may defer all or a portion of retainers; by default, 50% of annual retainer is automatically deferred into Arrow common stock units unless the director elects otherwise. Kerin elected to defer 100% of his 2024 retainer.
Performance Compensation
| Award Type | Grant Date | Grant Value | Units (as of YE) | Vesting | Settlement Election | Performance Condition |
|---|---|---|---|---|---|---|
| Annual RSU grant (standard) | May 7, 2024 | $185,000 | 1,456 unvested RSUs (Kerin) | Vests the day before the next annual meeting, continuous service required; forfeiture upon termination except death, disability, or involuntary termination without cause after change of control | Kerin elected conversion to shares one year after grant | None; time-based vesting only |
- Independent Board Chair additional RSU grant (for chair responsibilities): $150,000 to Mr. Gunby (context only).
- RSU mechanics: Grants based on fair market value at grant; forfeiture if service terminates before vesting (with specified exceptions).
Other Directorships & Interlocks
| Company | Relationship to Arrow | Potential Interlock |
|---|---|---|
| Public-company boards | None | None disclosed |
| Suppliers/customers/competitors | Not disclosed | No related-party transactions disclosed involving Kerin; Audit Committee oversees related-person transactions generally |
Expertise & Qualifications
- Deep operational and strategic expertise in service industries (hospitality, healthcare, facilities), with more than 30 years building and leading service teams globally.
- Value-add to Arrow: Board cites Kerin’s service-industry leadership as uniquely qualified to assist oversight of Arrow’s services offerings.
Equity Ownership
| Metric | Mar 11, 2024 | Mar 10, 2025 |
|---|---|---|
| Currently Owned (direct) | 0 | 0 |
| Common Stock Units (deferred) | 25,915 | 25,361 |
| Acquirable within 60 days (e.g., RSUs) | 1,520 | 1,456 |
| Total Beneficial Ownership | 27,435 | 26,817 |
| % of Outstanding Common Stock | <1% | <1% |
- Unvested RSUs and deferred RSUs (YE 2024): 1,456 unvested RSUs; 25,109 deferred RSUs.
- Stock ownership guidelines: Increased from 3x to 5x annual retainer in 2024 (CGC recommendation); as of the 2024 record date, all directors met the 3x requirement or were on pace to comply.
- Pledging/hedging: Not disclosed for Kerin; no pledging noted in proxy excerpts. [—]
Governance Assessment
- Independence and engagement: Independent director since 2010 with committee roles (Compensation and Corporate Governance) and ≥75% attendance across Board/committees in 2024—supports board effectiveness.
- Alignment: 100% deferral of cash retainer into stock units and annual RSU grants with time-based vesting indicate tangible equity alignment; stock ownership guidelines strengthened to 5x retainer in 2024, further aligning incentives.
- Expertise relevance: Extensive service-operations leadership (Towne Park, Aramark, Brickman) aligns with Arrow’s services growth initiatives cited by the Board as rationale for nomination.
- Conflicts and related-party risk: No related-party transactions involving Kerin disclosed; Audit Committee maintains oversight of related-person transactions and ethics/compliance programs.
- RED FLAGS: None evident from available disclosures. No public-company interlocks that could impair independence; attendance threshold met; no disclosed pledging/hedging or option repricings; director pay structure appears standard (retainer + RSUs) without meeting fees or tax gross-ups noted in excerpts.
Sources: ARW DEF 14A 2025 and 2024 proxy statements