Brandon Brewbaker

About Brandon Brewbaker

Brandon M. Brewbaker, age 41, was appointed Vice President, Chief Accounting Officer (principal accounting officer) and Corporate Financial Planning & Analysis on August 29, 2025, succeeding the prior PAO; he is a CPA and holds a B.S. in Business Administration from Colorado State University . He has been with Arrow for nearly twelve years, most recently serving as Vice President, Finance – FP&A since January 2021, and signed the company’s Q3 2025 10-Q as “Vice President, Corporate FP&A and Chief Accounting Officer” . Around his appointment, Arrow reported Q3 2025 sales of $7.713B (up from $6.823B), diluted EPS of $2.09 (up from $1.88), nine‑month 2025 sales of $22.107B, and diluted EPS of $7.19, reflecting improved operating performance through Q3 2025 .

Past Roles

External Roles

• Company filings reviewed do not list any external directorships or external roles for Mr. Brewbaker .

Fixed Compensation

• On appointment to Chief Accounting Officer (Aug 29, 2025), the company stated “There is no change to Mr. Brewbaker’s compensation as a result of this appointment” .

Performance Compensation

Arrow’s disclosed executive compensation design (applies to NEOs and, by policy reference, equity awards for officers are subject to the Omnibus Plan, standard award agreements, and clawbacks). Use as policy baseline for incentive alignment:

• Annual cash incentive metrics (2024): 70% Absolute EPS; 30% Strategic Goals; with 2024 outcomes yielding 68.54% payout on the EPS component and 75% on Strategic Goals, for a total payout of 70.48% of target .
• LTIP equity mix: 50% PSUs and 50% RSUs; PSUs measured 60% on three‑year Relative EPS Growth vs peer group and 40% on three‑year average ROIC minus WACC; both PSUs and RSUs require positive net income in the grant year; RSUs vest 25% annually over 4 years; PSUs cliff‑vest at 3 years with 0–185% payout range; 2022 PSUs paid at 80% based on results through 2024 .

2024 Annual Incentive Metrics and Result

Strategic Goals detail (2024)

• Global Components Strategic % Growth: 7.5% weight; Threshold 0.75 pp; Target/Max 1.0 pp; Actual: Below threshold; Payout 0% .
• ECS Strategic % Growth: 7.5% weight; Threshold 0.75 pp; Target/Max 1.0 pp; Actual: Above target; Payout 100% .
• Opex Savings: 15% weight; Threshold $86.25M; Target/Max $115.00M; Actual: $115.00M; Payout 100% .

LTIP Structure and Vesting

• RSUs: 25% per year over four years; positive net income grant-year condition; settled in shares at vest .
• PSUs: 3-year performance period; 60% Relative EPS Growth vs peer group (Avnet, CDW, Celestica, Flex, Hewlett Packard Enterprise, HP Inc., Jabil, TD SYNNEX, Wesco); 40% 3‑year average ROIC minus WACC; 0–185% payout; positive net income threshold; downward discretion possible .

Equity Ownership & Alignment

• Beneficial ownership for Mr. Brewbaker was not included in the 2025 proxy’s “Shareholdings of Directors and Executive Officers” table (which lists directors and 2024 NEOs) .
• Anti‑hedging and anti‑pledging policy: directors, executive officers, and other senior executives are prohibited from hedging and pledging Arrow securities or holding them in margin accounts, reducing misalignment and forced selling risks .
• Clawbacks: Arrow maintains a Dodd‑Frank compliant executive officer clawback and a broader incentive compensation clawback applicable to executive officers, vice presidents, and other senior management, covering restatements and misconduct, including equity awards .
• Stock ownership guidelines: “rigorous” guidelines for certain key executives (and increased director guideline to 5x retainer in 2024) .

Employment Terms

• Appointment: Effective Aug 29, 2025 as VP, Chief Accounting Officer and Corporate FP&A; succeeds the prior PAO; prior PAO to remain through Feb 20, 2026 for transition; no disagreements cited .
• Compensation/agreements: No change to compensation with appointment; all equity awards subject to the 2004 Omnibus Incentive Plan, standard award agreements, and clawback policies; enters standard indemnification agreement; no related‑party transaction interest and no family relationships disclosed; selection not pursuant to arrangements with others .
• Signatory capacity: Signed Q3 2025 10‑Q as “Vice President, Corporate FP&A and Chief Accounting Officer,” confirming status as principal accounting officer .
• Severance and change‑in‑control: Proxy discloses Severance Policy and CIC Retention Agreements for continuing NEOs (not employment contracts; severance generally includes 18 months salary and bonus for non‑CEO NEOs; CIC cash multiple 2x for non‑CEO NEOs; double‑trigger; subject to restrictive covenants and clawbacks), but filings do not state that Mr. Brewbaker is party to these specific agreements .

Performance & Track Record

Company operating context (recently reported):

• Q3 2025: Sales $7.713B; Gross Profit $835M; Operating Income $179M; Diluted EPS $2.09 (vs $1.88 prior year) .
• Nine months 2025: Sales $22.107B; Operating Income $528M; Diluted EPS $7.19 (vs $5.42 prior year) .
• 2024 full‑year snapshot disclosed in proxy: Sales $27.9B; Gross Profit $3.3B; Operating Income $769M; Diluted EPS $7.29 .

2024/2025 Company Performance (select metrics)

Compensation Structure Analysis

• Strong pay‑for‑performance alignment: High variable mix; annual incentives heavily EPS‑weighted; LTIP driven by Relative EPS Growth and ROIC‑WACC with a positive net income trigger—structures that promote profitable growth and disciplined capital allocation .
• Risk controls: No single‑trigger CIC vesting; anti‑hedging/anti‑pledging; Dodd‑Frank and broader clawbacks; no tax gross‑ups; no option repricing—all investor‑friendly and supportive of alignment .
• 2024 incentive outcomes below target reflect cyclicality and underscore payout sensitivity to performance (70.48% of target), reinforcing downside alignment .

Equity Ownership & Pledging

• Anti‑pledging policy prohibits pledging and margin accounts for directors and executive officers, reducing potential forced‑sale pressure and alignment risks .
• Beneficial ownership and pledged shares for Mr. Brewbaker were not disclosed in the 2025 proxy’s director/NEO table, and no Form 4 transactions were identified in the reviewed filings index .

Say‑on‑Pay & Peer Benchmarking

• Say‑on‑pay support: 97.1% approval at the 2024 annual meeting, indicating broad shareholder support for the pay program .
• LTIP peer group used for Relative EPS metric includes Avnet, CDW, Celestica, Flex, Hewlett Packard Enterprise, HP Inc., Jabil, TD SYNNEX, and Wesco International .

Investment Implications

• As principal accounting officer, Brewbaker is central to financial reporting integrity; his compensation-linked metrics (EPS, ROIC‑WACC via company policy) and strict anti‑hedging/anti‑pledging and clawback frameworks support alignment and reduce governance risk .
• No special pay increase with appointment and standard plan/indemnification terms suggest low near‑term retention “buy‑in” risk from cash guarantees; retention likely relies on ongoing RSU/PSU grants subject to performance and multi‑year vesting .
• Company performance through Q3 2025 shows year‑over‑year EPS and sales improvement, which, if sustained, supports higher PSU realization; conversely, the 2024 below‑target annual payout demonstrates real pay downside in tougher cycles .