Mary McDowell
ARROW ELECTRONICSAbout Mary T. McDowell
Independent director at Arrow Electronics (ARW), age 60, serving since 2023. Former CEO of Mitel Networks and Polycom, with prior executive leadership at Nokia, Compaq, and Hewlett-Packard; brings deep technology, operations, and transformation expertise. Current public company directorships include Autodesk, Inc. (Compensation Committee Chair) and Informa Tech Target, Inc. (Board Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitel Networks Corporation | President & CEO; Director; Board Chair (private) | CEO 2019–2021; Director 2019–2022; Chair 2021–2022 | Led strategic transformation in telecom products and cloud services |
| Polycom, Inc. | CEO; Director (private) | 2016–2018 | Leadership in communications/collaboration technology |
| Nokia | Executive Vice President | 2004–2012 | Senior operating executive in global technology |
| Compaq; Hewlett-Packard | Executive/managerial positions | Various | Operations and product leadership in computing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autodesk, Inc. | Director; Compensation Committee Chair | Director since 2010; Chair since 2012 | Long-serving compensation oversight leader |
| Informa Tech Target, Inc. | Director; Board Chair | Chair since 2024 | Technology media/data board leadership |
| The Informa Group plc | Director; Senior Independent Director | Director 2018–2024; SID 2021–2024 | Senior governance role at UK public company |
| Bazaarvoice, Inc. | Director; Compensation Committee Chair | Director 2014–2016; Chair 2015–2016 | Compensation leadership in public company setting |
| UBM plc | Director | 2014–2018 | UK public company board experience |
Board Governance
- Independence: Board determined all current directors and nominees other than the then-CEO (Kerins) are independent; all members of Audit and Compensation Committees are independent .
- Committee assignments (as of 2025 proxy): Audit Committee – Member; Compensation Committee – Member .
- Meeting cadence and attendance (2024): Board 4; Audit 8; Compensation 4; Corporate Governance 4; all directors attended at least 75% of meetings; four independent director executive sessions held .
- Overboarding limits: No more than four public company boards; audit committee limit of ≤3 audit committees; nominees compliant with limits .
- Shareholder vote signal (2025 annual meeting): Mary T. McDowell received 45,666,536 For; 344,574 Withheld; 1,807,438 broker non-votes .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Audit Committee | Member |
| Compensation Committee | Member |
| 2024 Attendance | ≥75% (Board/committees); all directors met threshold |
| Exec sessions (2024) | 4 independent-only sessions |
| 2025 shareholder support | 45,666,536 For; 344,574 Withheld; 1,807,438 broker non-votes |
Fixed Compensation
- 2024 Independent Director fee schedule: Annual cash retainer $110,000; Chair fees (not applicable to McDowell): Governance $15,000, Compensation $25,000, Audit $30,000 .
- 2024 Compensation earned: Cash fees $110,000; Stock awards $185,000; Total $295,000 .
- Deferred compensation plan: Independent directors may defer all/portion of annual retainer; default 50% automatically deferred into stock units unless a different election is made .
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (2024) | 110,000 | Standard independent director retainer |
| Committee chair fees | 0 | Not a chair |
| Stock awards (RSUs, grant-date fair value, 2024) | 185,000 | Standard annual grant (May 7, 2024) |
| Total 2024 director comp | 295,000 | Sum of cash and equity |
| Deferred compensation policy | N/A | 50% default deferral into stock units unless changed |
Performance Compensation
- Equity awards: Standard annual RSU grant valued at $185,000 on May 7, 2024; RSUs scheduled to vest the day before the next annual shareholder meeting; settlement election made to convert to shares one year after grant .
- Unvested RSU balance (12/31/2024): 1,456 units .
- Anti-hedging and anti-pledging: Company prohibits hedging and pledging of Arrow securities by directors .
| Equity Metric | Grant/Status | Quantity/Value | Vesting/Settlement |
|---|---|---|---|
| Annual RSU grant | May 7, 2024 | $185,000 fair value | Vests day before 2025 annual meeting; McDowell elected 1-year post-grant settlement |
| Unvested RSUs (12/31/2024) | Outstanding | 1,456 units | Subject to continued service; forfeiture on early departure except specified exceptions |
| Hedging/Pledging policy | Prohibited | N/A | Anti-hedging and anti-pledging for directors |
Other Directorships & Interlocks
- Current public boards: Autodesk, Inc.; Informa Tech Target, Inc. .
- Compensation Committee interlocks: None disclosed among committee members; no member is a present/former Arrow employee .
- Overboarding compliance: All nominees compliant with board service limits .
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Autodesk, Inc. | Director; Compensation Chair | No Arrow compensation committee interlocks disclosed |
| Informa Tech Target, Inc. | Board Chair | No related-party transactions with Arrow disclosed |
| The Informa Group plc (prior) | Director; Senior Independent Director | Prior UK board role; no Arrow conflicts disclosed |
Expertise & Qualifications
- Strategic and operational leadership in global technology; CEO experience at two tech firms; senior transformation track record .
- Compensation governance expertise (Autodesk Compensation Chair; prior chair at Bazaarvoice) .
- Global operations and supply chain familiarity via Nokia/HP/Compaq roles .
- Board’s stated reasons for nomination emphasize insights into Arrow’s core markets and strategy execution capabilities .
Equity Ownership
- Ownership guidelines increased in 2024: Directors must beneficially own at least 5x annual retainer; directors either meet or are accumulating toward the requirement .
- Beneficial ownership (as of March 10, 2025): Currently owned 1,520 shares; acquirable within 60 days 1,456; total 2,976; less than 1% of outstanding .
- RSU balances (12/31/2024): Unvested RSUs 1,456; Deferred RSUs 0 .
| Ownership Metric | Amount | Notes |
|---|---|---|
| Shares currently owned | 1,520 | As of March 10, 2025 |
| Acquirable within 60 days | 1,456 | Options/RSU equivalent per table |
| Total beneficial ownership | 2,976 | Less than 1% |
| Unvested RSUs (12/31/2024) | 1,456 | Annual grant balance |
| Deferred RSUs | 0 | No deferred RSUs listed for McDowell |
| Director ownership guideline | 5x annual retainer | Increased in Dec 2024; directors compliant or on track |
| Anti-pledging | Prohibited | Company policy |
Governance Assessment
- Strengths: Independent status with dual committee memberships (Audit and Compensation); robust shareholder support in 2025 (45.7M For vs. 0.34M Withheld); attendance threshold met; use of independent compensation consultant (Pearl Meyer) with no conflicts; tightened director stock ownership guidelines to 5x retainer; anti-hedging/anti-pledging policy .
- Alignment: Meaningful equity component in director pay ($185k RSUs; ~63% of total), standard annual vesting tied to continued service; ability to defer retainer into stock units supports long-term alignment .
- Potential concerns/RED FLAGS: No related-party transactions or compensation committee interlocks disclosed; overboarding and audit committee limits observed; no pledging allowed. No specific red flags identified from filings regarding conflicts, attendance shortfalls, or pay anomalies .
- Shareholder feedback and engagement: Board reports active investor engagement and governance enhancements; strong say-on-pay approval in 2025 (44,927,277 For; 1,037,850 Against; 45,983 Abstain; 1,807,438 broker non-votes), supporting investor confidence in compensation/governance framework .