Gail Hamilton
ARROW ELECTRONICSAbout Gail E. Hamilton
Gail E. Hamilton, age 75, has served on Arrow Electronics’ Board since 2008 and is an independent director with deep operating experience in global technology businesses and cybersecurity oversight. She previously held senior roles at Symantec (now Gen Digital), Compaq, and Hewlett-Packard, and currently serves on Arrow’s Audit and Corporate Governance Committees, contributing risk oversight, governance rigor, and technology expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gen Digital Inc. (f/k/a Symantec) | Executive Vice President | 2000–2005 | Oversaw enterprise and consumer businesses, P&L, M&A execution, and cybersecurity services |
| Compaq Computer Corporation | Vice President & General Manager, Communications Division | 1997–2000 | Led electronic systems business; operations, product strategy |
| Hewlett-Packard Company | General Manager, Telecom Platform Division | 1996–1997 | Telecom platforms leadership; product and business planning |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| OpenText Corporation | Director (public company) | 2006–2024 | Concluded service in 2024 |
| Ixia (acquired by Keysight in 2017) | Director (public company) | 2005–2017 | Board service through acquisition |
| Westmoreland Coal Company | Director (public company) | 2011–2019 | Independent director; energy sector exposure |
| Current public company directorships | — | — | None |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent under NYSE and Arrow guidelines; all committee members are independent |
| Committees | Audit (Member); Corporate Governance (Member) |
| Chair Roles | None (Audit Chair: Carol P. Lowe; Comp Chair: Gerry P. Smith; Corp Gov Chair: William F. Austen) |
| Attendance & Engagement | Board: 4 meetings; Audit: 8; Compensation: 4; Corporate Governance: 4; all directors attended ≥75% of meetings; 4 independent director executive sessions held in 2024 |
| Board Leadership | Independent Board Chair (Steven H. Gunby); separated Chair/CEO roles |
| Overboarding Limits | Max 4 public boards for directors; stricter limits for Chair/exec-officer directors |
| Cyber/Privacy Oversight | Audit Committee oversees cybersecurity and privacy risk; regular reporting from CIO/CSO |
Fixed Compensation
| 2024 Director Compensation | Amount ($) |
|---|---|
| Annual retainer (cash) | 110,000 |
| Committee chair fees (if applicable) | Audit Chair $30,000; Comp Chair $25,000; Corp Gov Chair $15,000 (Hamilton not a chair) |
| RSU grant (annual) | 185,000 grant-date fair value |
| Total 2024 compensation | 295,000 (Fees Earned $110,000; Stock Awards $185,000) |
| Deferred retainer | Directors may defer all/portion of retainer; 50% automatic deferral unless elected otherwise |
- Settlement election: Hamilton elected 2024 RSUs to convert to shares one year after grant .
Performance Compensation
| Equity Awards | Grant/Units | Vesting/Settlement | Notes |
|---|---|---|---|
| 2024 Director RSUs | Unvested RSUs outstanding: 1,456 | Scheduled to vest the day before the next annual shareholder meeting following grant; Hamilton elected 1-year conversion to shares | Director equity is time-based RSUs; no options or PSUs for directors |
Other Directorships & Interlocks
| Aspect | Details |
|---|---|
| Current public boards | None (reduces interlock risk) |
| Prior public boards | OpenText; Ixia; Westmoreland Coal Company |
| Compensation Committee Interlocks | None disclosed; no committee member is a present/former Arrow employee |
| Independent Compensation Consultant | Pearl Meyer advises on director and executive pay; Company determined no conflicts of interest |
Expertise & Qualifications
- Extensive leadership of global technology businesses, including enterprise and consumer software P&L, strategy, and M&A at Symantec; operating roles at Compaq and HP .
- Board-level oversight of cybersecurity and information security matters; Audit Committee member with risk oversight responsibilities .
- Governance experience across multiple public boards; Corporate Governance Committee member .
Equity Ownership
| Ownership (as of March 10, 2025) | Shares/Units | Notes |
|---|---|---|
| Shares owned (direct) | 102 | |
| Common stock units (deferred) | 20,650 | |
| Acquirable within 60 days (RSUs/options) | 1,456 | |
| Total beneficial ownership | 22,208; <1% of outstanding | |
| Unvested RSUs (12/31/2024) | 1,456 | |
| Deferred RSUs (12/31/2024) | 20,650 | |
| Stock ownership guidelines | Increased to ≥5x annual retainer in Dec 2024; all directors either meet or are accumulating to meet requirement | |
| Hedging/Pledging | Prohibited by policy; anti-hedging and anti-pledging adopted |
Governance Assessment
- Strengths: Independence; dual committee service (Audit, Corporate Governance); strong attendance; cybersecurity oversight through Audit; robust governance policies (anti-hedging/pledging, heightened ownership guidelines, overboarding limits) .
- Alignment: Standard director pay structure with material equity component ($185k RSUs) and retainer ($110k) fosters shareholder alignment; Hamilton elected one-year share conversion, signaling near-term alignment .
- Conflicts/Red Flags: No compensation committee interlocks; no current public company directorships (lower interlock risk); Audit Committee oversees related-person transactions; no director-specific related-party exposures disclosed in the proxy sections reviewed .
- Watch items: Long tenure (director since 2008) warrants continued refreshment focus; Board reports active refreshment with multiple new independent directors since 2020 .
- Shareholder sentiment context: Say-on-pay support was 97.1% in 2024, indicating broad investor confidence in Arrow’s governance and pay design .