Carol Lowe
ARROW ELECTRONICSAbout Carol P. Lowe
Independent director at Arrow Electronics (ARW), age 59, serving since 2021. Chairs the Audit Committee and is a member of the Corporate Governance Committee; the Board has determined she is an “audit committee financial expert” under Item 407(d) of Regulation S‑K. Career background includes CFO roles at FLIR Systems (2017–2021) and Sealed Air (2012–2017), and executive leadership at Carlisle Companies across finance and operating divisions. Currently a public company director at EMCOR Group, Inc.; prior public board service at TCW Special Purpose Acquisition Corp.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FLIR Systems, Inc. | EVP & Chief Financial Officer | 2017–2021 | Finance leadership; considered audit committee financial expert at Arrow |
| Sealed Air Corporation | SVP & Chief Financial Officer | 2012–2017 | Corporate finance and strategy |
| Carlisle Companies Incorporated | President, Carlisle Food Service Products | 2012 | P&L leadership |
| Carlisle Companies Incorporated | President, Trail King Industries | 2008–2011 | Operations leadership |
| Carlisle Companies Incorporated | VP & Chief Financial Officer | 2004–2008 | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EMCOR Group, Inc. | Director (public company) | Since 2017 | Current public company directorship |
| TCW Special Purpose Acquisition Corp. | Director (public company) | 2021–2022 | Prior public company board |
| Duravant | Director (private company) | Since 2023 | Industrial technologies and automation |
| Novolex | Director (private company) | Since 2021 | Packaging solutions |
| Duke University – Fuqua School of Business | Board of Visitors & Finance Committee | Since 2017 | Advisory role, finance oversight |
Board Governance
- Committee assignments: Audit Committee Chair; Corporate Governance Committee member; independent director status affirmed; all standing committees fully independent .
- Meeting cadence and attendance: 2024 Board met 4 times; Audit 8; Compensation 4; Corporate Governance 4; all directors attended ≥75% of meetings; all director nominees standing for reelection attended the 2024 annual meeting .
- Independent director executive sessions: 4 in 2024 .
- Audit Committee remit under Lowe’s chairship includes financial reporting oversight, auditor independence and scope, ethics/compliance, related-person transaction oversight, data privacy/cybersecurity, enterprise risk oversight, and internal controls; 2024 activities included ERM enhancements, cybersecurity updates, policy refreshes, and recommending Form S‑3 shelf renewal .
- Audit Committee report: all members independent; Lowe recognized as audit committee financial expert; committee recommended inclusion of audited financials in 2024 Form 10‑K .
- Ownership alignment: Director stock ownership guideline increased from 3x to 5x annual retainer (Dec 2024); all directors either meet or are accumulating at a sufficient pace .
- Overboarding limits: Maximum four public boards for directors (including Arrow); audit committee members capped at three public company audit committees; all 2025 nominees compliant .
- Governance policies: Anti‑hedging and anti‑pledging policy; rigorous stock ownership guidelines; annual say‑on‑pay; independent Board Chair; proxy access; director resignation policy; active shareholder engagement .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard independent director annual fee |
| Audit Committee Chair fee | $30,000 | Chair premium for Audit Committee |
| Corporate Governance Committee member fee | $0 | No chair role; member only |
| Fees earned or paid in cash (Lowe) | $140,000 | 100% deferred into stock units per election |
| Independent Board Chair premium (reference) | $0 | Applies to Chair only; not Lowe |
Deferred compensation: Under the Non‑Employee Director Deferred Compensation Plan, 50% of retainer is automatically deferred into Arrow common stock units unless otherwise elected; Lowe elected to defer 100% of 2024 retainer into deferred stock units .
Performance Compensation
| Element | Grant Date | Grant Value | Vesting | Settlement | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU grant (independent directors) | May 7, 2024 | $185,000 (fair value at grant) | Vests the day before the next annual meeting (if continuous service) | Per irrevocable election: either 1 year from grant or post‑separation after next SEC filing, but no later than year of separation | None; time‑based RSUs (no performance conditions) |
Additional Director RSU grant for independent Board Chair ($150,000 on May 7, 2024) does not apply to Lowe .
Other Directorships & Interlocks
| Company | Relationship to Arrow | Potential Interlock/Conflict |
|---|---|---|
| EMCOR Group, Inc. | Unrelated; external public board | None disclosed; compliant with Arrow’s limits on outside service |
| TCW Special Purpose Acquisition Corp. (prior) | Unrelated; external public board | No ongoing service; no interlock disclosed |
| Duravant; Novolex (private) | Unrelated; external private boards | None disclosed |
Related‑party transactions: “There were no related party transactions requiring disclosure under SEC Regulation S‑K since January 1, 2024.” Audit Committee (chaired by Lowe) oversees related‑person transactions .
Expertise & Qualifications
- Audit committee financial expert designation; deep finance, strategic planning, business development, and IT experience; performance‑driven culture leadership record .
- Audit oversight, internal controls, cybersecurity/data privacy, ethics/compliance, and enterprise risk governance as Audit Chair .
Equity Ownership
| Holder | Currently Owned Shares | Common Stock Units | Acquirable within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Carol P. Lowe | 0 | 7,207 | 1,456 | 8,663 | <1% |
| Equity Award Balances (as of 12/31/2024) | Unvested Restricted Shares/RSUs | Deferred Restricted Stock Units |
|---|---|---|
| Carol P. Lowe | 1,456 | 6,886 |
Ownership guidelines: Directors required to own ≥5x annual retainer; directors either compliant or accumulating at sufficient pace post‑increase (Dec 2024) . Anti‑hedging and anti‑pledging policy in place .
Governance Assessment
- Board effectiveness: Lowe’s chairship of a fully independent Audit Committee with a broad remit over financial reporting, ERM, cybersecurity, and compliance supports investor confidence; recognized as audit committee financial expert .
- Alignment: 100% deferral of her cash retainer into stock units and annual RSU grant with service‑based vesting indicate skin‑in‑the‑game; strengthened director ownership guideline to 5x retainer aligns Board with shareholders .
- Independence and engagement: Independent status, adherence to overboarding limits, strong attendance (≥75%) across meetings, and regular independent sessions (4 in 2024) reflect robust governance practices .
- Compensation structure: Director pay mix emphasizes equity (annual RSUs) and recognizes committee leadership via chair fees; independent consultant (Pearl Meyer) advises directors’ compensation with no conflicts of interest disclosed .
- Conflicts and related‑party: No related‑party transactions requiring disclosure since Jan 1, 2024; Audit Committee chaired by Lowe oversees related‑person transactions .
RED FLAGS
- None disclosed related to attendance, related‑party transactions, hedging/pledging, or pay anomalies in 2024; all nominees compliant with service limits .