Michael Hayford
ARROW ELECTRONICSAbout Michael D. Hayford
Michael D. Hayford (age 65) is an independent director of Arrow Electronics, Inc. (ARW), serving since his election at the 2024 annual meeting; he sits on the Audit Committee and is designated an “audit committee financial expert” under SEC rules . He brings extensive CEO/CFO experience in technology, payments, and financial services, including NCR Corporation CEO (2018–2023), Fidelity National Information Services (FIS) CFO (2009–2013), and leadership at Metavante; he is a member of the U.S. National Infrastructure Advisory Council (NIAC) since 2022 and currently holds no other public company directorships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NCR Corporation (public) | Chief Executive Officer; Director | 2018–2023 | Led strategy/operations at global payments/tech platform |
| Fidelity National Information Services (FIS) | Executive Vice President & Chief Financial Officer | 2009–2013 | Senior finance leadership in fintech/services |
| Motive Partners | Founder & Senior Advisor | 2015–2018 | Strategic advisory in financial technology investing |
| Metavante Technologies (public) | President & COO; Chief Financial Officer; other senior roles | CFO 2001–2006; President/COO 2007–2009; roles 1992–2001 | Public company leadership and board service |
| Endurance International Group Holdings (public) | Director | 2013–2018 | Public company board experience |
| West Bend Mutual Insurance Company (private) | Director | 2006–2018 | Private company board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Infrastructure Advisory Council (NIAC) | Member | Since 2022 | Presidential appointment; critical infrastructure security/resilience |
| Current public company directorships (other than ARW) | — | — | None |
Board Governance
- Committee assignments: Audit Committee member; the Board determined he is an “audit committee financial expert” and that all committee members are independent under NYSE standards .
- Independence: The Board determined all nominees other than the CEO are independent; Hayford is independent .
- Attendance and engagement: In 2024, the Board held 4 meetings and the Audit Committee held 8; all directors attended at least 75% of meetings of the Board and their committees. Independent directors also met in 4 executive sessions; directors standing for reelection attended the 2024 annual meeting .
- Overboarding guardrails: Arrow limits service to ≤4 public company boards for most directors (stricter limits for chairs/executive officers); all 2025 nominees comply .
- Stock ownership alignment: In Dec 2024, director ownership guideline increased from 3x to 5x annual retainer; as of the Record Date, all directors either meet or are accumulating to meet the requirement .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Annualized rate for independent directors |
| Fees earned or paid in cash (prorated) | $82,500 | Reflects partial-year service after election at 2024 annual meeting |
| Committee chair fees | — | Audit Chair $30,000; Comp Chair $25,000; Corp Gov Chair $15,000 (Hayford is not a chair) |
| Deferred retainer elections | 100% deferred | Hayford deferred 100% of retainer into deferred stock units; default is 50% unless changed |
Performance Compensation
| Award Type | Grant Date | Grant Value | Vesting | Settlement/Deferral |
|---|---|---|---|---|
| RSU (standard annual grant) | May 7, 2024 | $185,000 | Vests the day before the next annual shareholder meeting, subject to continued service | |
| RSU balances (as of 12/31/2024) | — | — | Unvested RSUs: 1,456 | Deferred RSUs: 662 |
- Structure: Director equity is time-based RSUs; no performance (PSU) metrics are tied to director compensation. Distribution is per each director’s election; specific election for Hayford’s RSUs is not disclosed .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Current public company directorships (other than ARW) | — | None |
| Prior public company boards | NCR (2018–2023); Metavante (2007–2009); Endurance International Group (2013–2018) | Completed tenures |
| Compensation Committee interlocks | — | None disclosed; no member is a present/former employee |
Expertise & Qualifications
- The Board cites Hayford’s strong strategic and operational leadership across technology, payments, and financial services, with prior CEO and CFO roles and multiple public board experiences; designated audit committee financial expert .
- Skills matrix reflects broad leadership, financial, risk management, and technology/cyber experience across the Board’s slate, aligning with Arrow’s needs (Board-level summary) .
Equity Ownership
| Holder | Currently Owned Shares | Common Stock Units | Acquirable within 60 days | Total Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Michael D. Hayford (as of 3/10/2025) | — | 915 | 1,456 | 2,371 | <1% (*) |
- Footnote: “*” represents holdings less than 1% of outstanding common stock .
- Additional award balances (as of 12/31/2024): Unvested RSUs: 1,456; Deferred RSUs: 662 .
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging Arrow securities; securities cannot be held in margin accounts .
- Ownership guidelines: Directors must hold at least 5x annual retainer; all directors either meet or are accumulating to meet the guideline .
Governance Assessment
- Effectiveness and alignment: Independent Audit Committee member with financial expert designation; attendance threshold met; equity-based director pay plus full retainer deferral support alignment with shareholders .
- Independence and conflicts: Board affirmed independence; no related-party transactions requiring disclosure since 1/1/2024; Audit Committee oversees related-person transactions .
- Ownership/compensation signals: Standard director mix of cash plus time-based RSUs; for 2024 Hayford’s compensation totaled $267,500 with a $185,000 RSU grant and $82,500 cash (prorated), with 100% cash retainer deferred into stock units—positive for skin-in-the-game over time .
- Risk indicators: Overboarding limits and anti-pledging policy reduce governance risk; independent director executive sessions and robust committee activity indicate active oversight. No Compensation Committee interlocks disclosed .
RED FLAGS: None disclosed specific to Hayford—no related-party transactions, no pledging, and compliance frameworks in place. Note that his direct share ownership is modest to date (typical for new directors), with alignment building via RSUs and deferrals .