Gerry Smith
ARROW ELECTRONICSAbout Gerry Smith
Gerry P. Smith, age 61, is an independent director of Arrow Electronics (ARW) and has served on the Board since 2020. He is a career technology operator and the current Chief Executive Officer and a director of The ODP Corporation (public company) since 2017; prior roles include senior operating positions at Lenovo and Dell focused on global supply chain, PC, and data center businesses. At Arrow, he chairs the Compensation Committee, and the Board classifies him as independent under NYSE rules and its guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The ODP Corporation | Chief Executive Officer and Director (public company) | 2017–present | Public company CEO experience; current public directorship |
| Lenovo Group Limited | EVP & COO (2016–2017); EVP & President, Data Center Group (2016); COO, Personal Computing Group & Enterprise Business Group (2015–2016); President of the Americas (2013–2015); President, North America & SVP, Global Operations (2012–2013); SVP, Global Supply Chain (2006–2012) | 2006–2017 (various senior roles) | Led global operations and integrations; deep supply chain and tech-operations expertise |
| Dell Inc. | Multiple roles | 1994–2006 | Built foundational experience in global tech operations |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| The ODP Corporation | Chief Executive Officer and Director (public company) | 2017 | Current public company directorship |
| Zero100 | Founding member and advisory board member | 2022 | Global coalition focused on zero-carbon, fully digital supply chains |
Board Governance
- Independence: Independent director; all committee members are independent per NYSE standards and Arrow guidelines .
- Committee roles: Compensation Committee Chair (members: Austen, Kerin, McDowell); not listed as a member of Audit or Corporate Governance .
- Attendance: In 2024, the Board met 4 times; Compensation Committee met 4 times; all directors attended at least 75% of Board and committee meetings; independent directors held four executive sessions .
- Board leadership and independence: Independent Board Chair (Steven H. Gunby) with separate CEO/Chair roles; independent directors meet in executive session .
- Overboarding controls: Board imposes limits (max 4 public boards for directors; lower for chairs/executives); all 2025 nominees compliant .
- Shareholder responsiveness: Say‑on‑pay approval 97.1% at 2024 meeting; ongoing investor engagement including participation by the independent Chair .
Fixed Compensation
| Component (Independent Directors) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard independent director retainer |
| Committee Chair fee – Compensation | $25,000 | Chair premium applicable to Smith |
| Meeting fees | $0 | Not disclosed/none stated |
| 2024 Fees Earned (Smith) | $135,000 | Cash total reported for 2024 |
Performance Compensation
| Equity Element | Grant date | Grant value | Vesting/Settlement | Units outstanding (12/31/24) |
|---|---|---|---|---|
| Annual RSU grant (Smith) | May 7, 2024 | $185,000 | Vests the day before the following annual meeting, subject to continued service; settlement per director election framework | Unvested RSUs: 1,456 |
| Deferred stock units (DSUs) | Various | N/A | Under Director Deferred Compensation Plan; many directors defer retainers into stock units | Deferred RSUs (Smith): 5,416 |
Directors receive time‑based RSUs; no performance metrics apply to director equity awards. Committee chair receives a cash premium; the extra RSU grant applies to the independent Board Chair, not to Smith .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Notes |
|---|---|---|---|
| The ODP Corporation | Director | Not disclosed | Current external public directorship |
| Arrow Compensation Committee | Chair | — | No Compensation Committee interlocks; no members are present/former employees |
Expertise & Qualifications
- Technology and supply chain operator: 25+ years across Lenovo and Dell; global supply chain leadership and large‑scale integrations .
- Public company CEO: ODP Corporation CEO since 2017; brings current CEO perspective to Arrow’s boardroom .
- Strategic/operations focus: Experience driving operating profit and complex integrations; applicable to Arrow’s ECS and Components strategies .
Equity Ownership
| Ownership Detail (as of March 10, 2025 unless noted) | Amount |
|---|---|
| Shares currently owned | 0 |
| Common stock units (deferred) | 5,416 |
| Shares acquirable within 60 days | 1,456 |
| Total beneficial ownership | 6,872 |
| Unvested RSUs (12/31/24) | 1,456 |
| Pledged shares | Prohibited by anti‑pledging policy |
| Director ownership guideline | 5x annual retainer (raised from 3x in Dec‑2024); all directors either meet or are on track |
Governance Assessment
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Strengths
- Independent director and Compensation Committee Chair; committee uses independent consultant Pearl Meyer with no conflicts; broad remit includes human capital oversight .
- Strong attendance and board process (executive sessions, annual assessments, refreshed composition) support board effectiveness .
- High investor support on executive pay (97.1%); active shareholder engagement improves confidence in oversight .
- No related‑party transactions requiring disclosure since Jan 1, 2024; anti‑hedging/anti‑pledging policy reduces alignment risk .
- Ownership alignment reinforced by heightened 5x retainer stock guideline and meaningful RSU/DSU holdings .
-
Potential watchpoints
- Time commitments: Smith is a sitting public‑company CEO while chairing Arrow’s Compensation Committee; however, Arrow imposes and annually reviews strict board‑service limits, and all nominees comply .
- Director equity is time‑based (not performance‑conditioned); mitigated by robust ownership requirements and anti‑hedging/pledging restrictions .
-
Net view
- Independence, oversight posture, investor support, and absence of conflicts support investor confidence. Compensation Committee leadership with independent advisory, and heightened ownership standards, are positives. No red‑flag related‑party or attendance issues identified .