Steven Gunby
ARROW ELECTRONICSAbout Steven H. Gunby
Independent Board Chair of Arrow Electronics (ARW); age 67; director since 2017. Currently President, Chief Executive Officer, and director of FTI Consulting, Inc. (public company) since 2014; prior senior leadership roles at The Boston Consulting Group (Senior Partner and Chairman, North & South America 2003–2009; Senior Partner and Global Leader of Transformation 2010–2014). The Board has determined he is independent under NYSE standards and the Company’s guidelines. As Chair, he presides over Board and shareholder meetings and leads executive sessions of independent directors, reinforcing governance effectiveness.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boston Consulting Group | Senior Partner and Chairman, North & South America | 2003–2009 | Led transformative growth from flat headcount/profitability to double-digit growth |
| The Boston Consulting Group | Senior Partner; Global Leader of Transformation | 2010–2014 | Member of BCG Executive Committee; transformation leadership |
| Breakthru Beverage Group LLC | Director (private company) | 2016–2018 | Board service at major beverage distributor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FTI Consulting, Inc. | President, CEO, and Director | 2014–present | Public company directorship; experience in corporate transformations and governance |
Board Governance
- Independent Board Chair; not a member of Audit, Compensation, or Corporate Governance Committees (reflective of separated Chair/CEO structure).
- 2024 meetings: Board (4), Audit (8), Compensation (4), Corporate Governance (4); all directors attended ≥75% of meetings of the Board and committees on which they served.
- Independent directors held four executive sessions in 2024; Chair presides.
- Overboarding limits: Board Chair capped at three public company boards (including Arrow); all nominees compliant.
- Board committees are fully independent; no Compensation Committee interlocks.
| Committee | Membership (Gunby) | Notes |
|---|---|---|
| Audit | — | All members independent; oversight of financial reporting, ICFR, cyber/data privacy, related-party transactions |
| Compensation | — | All members independent; no interlocks or insider participation |
| Corporate Governance | — | Oversees governance guidelines, director nominations, outside commitments, director compensation, CEO succession, board/committee assessments |
Fixed Compensation
| Item | Amount | Date/Period | Notes |
|---|---|---|---|
| Annual Cash Retainer (Independent Director) | $110,000 | 2024 | Standard independent director annual cash fee |
| Additional Chair Cash Fees | None disclosed | 2024 | Chair compensation modifications noted for 2025 (competitive alignment) |
| Fees Earned or Paid in Cash (Actual) | $110,000 | 2024 | Gunby deferred 100% of retainer into deferred stock units |
| Director Fee Schedule (context) | Audit Chair $30,000; Compensation Chair $25,000; Corporate Governance Chair $15,000 | 2024 | Committee chair differentials; not applicable to Gunby |
| Total Director Compensation (Gunby) | $445,000 | 2024 | Cash $110,000; Stock awards $335,000 |
Performance Compensation
| Award Type | Grant Date | Grant Value | Vesting | Settlement Election | Forfeiture/COC Terms |
|---|---|---|---|---|---|
| RSU (standard annual) | May 7, 2024 | $185,000 | Vests day before next annual shareholder meeting (following year) if continuous service | ||
| RSU (additional – Independent Board Chair) | May 7, 2024 | $150,000 | Same vest schedule as above | ||
| RSU (general terms) | Various | — | If service terminates before vest (other than death, disability, or involuntary termination without cause following a change of control), RSUs forfeited | ||
| Distribution | Annual irrevocable election | — | Either first anniversary of grant or second business day after next SEC filing following separation; not later than last day of calendar year of separation |
- Note: Non-employee director RSUs are time-based; no performance metrics (e.g., EPS/ROIC) apply to director equity grants. Executive incentive metrics (context for governance oversight): Annual cash incentives (70% Absolute EPS, 30% strategic goals); LTIP PSUs (60% three-year Relative EPS Growth; 40% three-year average ROIC minus WACC); RSUs (stock price performance).
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| FTI Consulting, Inc. | President, CEO, and Director | Current public company directorship; Arrow’s guidelines limit Board Chair to ≤3 boards; all nominees compliant. No Compensation Committee interlocks disclosed. |
Expertise & Qualifications
- Proven record of corporate transformation and profitable growth as public-company CEO (FTI) and senior leader at BCG; brings human capital and governance expertise.
- Demonstrated board leadership and effective board functioning as Independent Board Chair.
- Board highlights robust governance practices: independent chair, proxy access, anti-hedging/anti-pledging policy, annual say-on-pay, director resignation policy, rigorous ownership guidelines (raised to 5x retainer in 2024).
Equity Ownership
| Category | Amount | As-of | Notes |
|---|---|---|---|
| Currently Owned Shares | — | March 10, 2025 | No shares listed as currently owned |
| Common Stock Units (Deferred) | 21,492 | March 10, 2025 | Deferred compensation units |
| Acquirable within 60 Days (Unvested RSUs) | 2,637 | March 10, 2025 | Unvested RSUs acquirable within 60 days |
| Total Beneficial Ownership | 24,129 | March 10, 2025 | Less than 1% of outstanding |
| Unvested Restricted Stock/RSUs | 2,637 | Dec 31, 2024 | Year-end award balances |
| Deferred Restricted Stock Units | 21,239 | Dec 31, 2024 | Year-end deferred RSU balance |
| Ownership Guidelines | 5x annual retainer | Approved Dec 2024 | All directors either meet or are accumulating at a pace sufficient to meet requirement |
| Anti-Hedging/Anti-Pledging | Prohibits hedging and pledging | Policy reviewed annually | Applies to directors; prohibits derivatives, margin pledging, etc. |
Governance Assessment
- Board effectiveness and independence: Gunby serves as Independent Board Chair; Board and committees are substantially independent; separation of Chair/CEO supports independent oversight.
- Attendance and engagement: All directors met ≥75% attendance; independent director sessions held four times; Chair actively engaged in shareholder outreach (met with shareholders representing ~21% of outstanding).
- Compensation alignment: Director pay combines modest cash retainer ($110,000) with equity ($335,000), including chair-specific RSUs; RSUs time-based with vesting tied to continued service; deferral into stock units enhances alignment.
- Ownership alignment: Strong stock ownership requirements raised to 5x retainer; anti-hedging and anti-pledging policy; Chair defers 100% of retainer into stock units; beneficial ownership reflects meaningful deferred equity exposure.
- Conflicts/related-party: No related party transactions requiring disclosure since Jan 1, 2024; Audit Committee oversees related-person transactions; Code of Ethics prohibits conflicts without Board waiver.
- Shareholder confidence: Say-on-pay support of 97.1% at 2024 meeting; robust governance practices (proxy access, resignation policy, annual elections).
Red Flags
- None disclosed: No related-party transactions, no hedging/pledging permitted, no compensation committee interlocks, attendance compliance maintained. Potential time-commitment consideration from concurrent CEO/director role at FTI is mitigated by Arrow’s overboarding limits and explicit review of outside commitments.