Carine Jean-Claude
Senior Vice President, Chief Legal and Compliance Officer, and Secretary at 
ARROW ELECTRONICS
ARROW ELECTRONICSExecutive
About Carine Jean-Claude
Carine L. Jean-Claude serves as Senior Vice President, Chief Legal Officer and Corporate Secretary of Arrow Electronics (ARW). She was appointed SVP, Chief Legal Officer and Secretary in June 2021 after serving as Vice President, Interim Chief Legal Officer and Secretary since December 2020; previously she was Vice President, Chief Compliance Officer for more than five years . As of February 11, 2025, she is 57 years old . Arrow’s recent performance metrics that guide executive pay include FY2024 diluted EPS of $10.83, sales of $27.9B, gross profit of $3.3B, and operating income of $769M; the 2024 say‑on‑pay received 97.1% approval . In the SEC pay-versus-performance table, Arrow’s value of a $100 investment stood at $133 for 2024 vs. $213 for the peer group .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Arrow Electronics | VP, Chief Compliance Officer | >5 years prior to Dec 2020 | Led compliance function supporting governance and controls |
| Arrow Electronics | VP, Interim Chief Legal Officer & Corporate Secretary | Dec 2020 – Jun 2021 | Assumed legal leadership; served as Corporate Secretary on SEC filings |
| Arrow Electronics | SVP, Chief Legal Officer & Corporate Secretary | Jun 2021 – present | Ongoing responsibility for legal, governance; signs 10-K and proxies |
External Roles
None disclosed in Arrow’s 10-Ks or proxy statements for 2024–2025 .
Fixed Compensation
| Metric | 2023 |
|---|---|
| Base Salary ($) | $450,000 |
| Target Annual Cash Incentive ($) | $450,000 |
| Actual Non-Equity Incentive Paid ($) | $306,045 |
| All Other Compensation ($) | $16,700 (includes $13,200 401(k) contribution and $3,500 other) |
Notes:
- Her base salary was increased 13% to $450,000 effective Jan 1, 2023 (from $400,000) .
Performance Compensation
Arrow’s executive incentive design (which applied to Named Executive Officers including Ms. Jean‑Claude in 2023) is anchored to EPS and strategic goals for annual bonuses, and to relative EPS growth and ROIC–WACC for PSUs:
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Annual: Absolute EPS (FY2024 example) | 70% | $12.10 | $10.83 | 68.54% |
| Annual: Strategic Goals – Components Strategic % Growth | 7.5% | 1.0 pp (max) / 0.75 pp (threshold) | Below Threshold | 0% |
| Annual: Strategic Goals – ECS Strategic % Growth | 7.5% | 1.0 pp (max) / 0.75 pp (threshold) | Above Target | 100% |
| Annual: Strategic Goals – Opex Savings | 15.0% | $115.00M (target/max); $86.25M (threshold) | $115.00M | 100% |
| LTIP: Three‑Year Relative EPS Growth vs Peer Group | 60% | Peer-relative ranking | Company ranked 10th for 2022–2024 | Weighted result 0% for EPS portion |
| LTIP: Three‑Year Avg ROIC – WACC | 40% | > WACC by internal target | 4.73% above WACC (2022–2024) | Weighted result 80% for ROIC portion |
Vesting mechanics:
- PSUs vest after 3 years based on performance; payouts range 0–185% of target, contingent on positive net income in grant year .
- RSUs vest 25% annually over four years, also contingent on positive net income in grant year .
2023 grants to Ms. Jean-Claude:
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs | Feb 15, 2023 | 683 | 3,417 | 6,321 | $424,938 |
| RSUs | Feb 15, 2023 | — | 3,418 | — | $425,062 |
Stock vested and options exercised (2023):
| Metric | 2023 |
|---|---|
| Shares vested (RSUs/PSUs) | 2,364 shares; $292,166 realized value |
| Options exercised | None disclosed |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 15,585 shares as of March 11, 2024 (<1%) |
| Options outstanding (select grants) | 2,187 (2017, $73.86); 1,891 (2018, $81.95); 2,204 (2019, $81.05); 1,367 exercisable + 455 unexercisable (2020, $79.22) |
| Unvested RSUs (as of Dec 29, 2023) | 118 (2020; $14,426), 328 (2021; $40,098), 2,055 (2022; $251,224), 3,418 (2023; $417,851) |
| PSUs in progress (as of Dec 29, 2023) | 657 (2021–2023; $80,318), 2,741 (2022–2024; $335,087), 3,417 (2023–2025; $417,728) |
| EDCP (Deferred Comp) balance | $215,196 with $38,446 aggregate earnings in 2023 |
| Stock ownership guidelines | Executive officers: CEO 5x base salary; other NEOs 3x base salary; retention of net-after-tax shares if not met by year 5 |
| Hedging/pledging | Prohibited for directors/executives under Anti‑Hedging and Anti‑Pledging Policy |
Employment Terms
| Scenario | Cash Benefits | Equity Treatment | Other Benefits |
|---|---|---|---|
| Death | Prorated annual incentive at target $450,000 | Immediate vesting of all unvested awards | Management Insurance benefit $3,600,000; welfare benefits continuation; no outplacement |
| Disability | Prorated annual incentive at target $450,000 | Immediate vesting of unvested awards | Welfare benefits continuation; SERP begins at normal retirement date with discount |
| Termination without cause / resignation for good reason | Severance payment $675,000; annual cash incentive (severance) $472,500; prorated annual incentive $450,000 (total annual incentives $922,500) | Awards with vest dates within severance period continue to vest (subject to non‑compete) | Welfare benefits continuation ($20,362 est.); outplacement up to $50,000; restrictive covenants required |
| Change in Control termination (double trigger) | Lump-sum $1,382,704; prorated annual incentive at target $450,000 | Immediate vesting of all unvested equity | Welfare benefits continuation ($27,149 est.); tax gross‑up not provided (policy prohibits) |
| Retirement | No severance; equity vests per normal schedule; options remain exercisable per award terms | — | — |
Additional plan terms:
- Clawbacks: NYSE-compliant Dodd‑Frank clawback and broader misconduct clawback apply to executive officers, including the Chief Legal Officer .
- Stock options and equity awards forfeiture provisions apply in cause/voluntary resignation scenarios .
Compensation Structure Analysis
- 2023 cash vs. equity: Stock awards of $850,000 vs. cash bonus $306,045 indicate a majority of total direct compensation delivered in equity, consistent with Arrow’s pay‑for‑performance design .
- Year-over-year fixed pay: Base salary increased 13% (from $400,000 to $450,000) effective January 1, 2023, aligned with expanded responsibilities and benchmarking .
- Incentive metrics rigor: Annual bonus metrics emphasize Absolute EPS (70%) and strategic goals (30%); LTIP PSUs require outperformance on relative EPS and capital efficiency (ROIC–WACC), with three-year performance and vesting contingent on positive net income in grant year .
Investment Implications
- Alignment and retention: Significant unvested RSUs/PSUs and anti‑hedging/pledging restrictions align Ms. Jean‑Claude with long‑term shareholders; restrictive covenants (non‑compete/non‑solicit) and severance terms mitigate near‑term departure risk .
- Change‑in‑control economics: Double‑trigger cash of ~$1.38M plus immediate equity vesting provides retention through M&A cycles without single‑trigger windfalls or tax gross‑ups, limiting shareholder-unfriendly outcomes .
- Trading signal considerations: Scheduled RSU vesting over four years and PSU certification cycles can create mechanical selling pressure around vest dates; preclearance and trading windows under insider-trading policy reduce opportunistic trading but do not eliminate vest-related supply .
- Governance posture: As Corporate Secretary and Chief Legal Officer signing SEC filings and proxies, Ms. Jean‑Claude’s role reinforces disclosure and governance quality—supportive for risk management and execution consistency .