William Austen
ARROW ELECTRONICSAbout William Austen
Independent director at Arrow Electronics since 2020; age 66; Chair of the Corporate Governance Committee and member of the Compensation Committee, with prior CEO/COO roles in global manufacturing and extensive board governance experience . Background includes President & CEO of Bemis (2014–2019, acquired by Amcor), CEO of Morgan Adhesives (2000–2004), and various roles at GE (1980–2000) . Arrow’s pay-versus-performance table shows FY2024 Absolute EPS of $10.83, Net Income of $392M, and Arrow shareholder return index value of $133 for a $100 base, providing context for performance oversight during his board tenure . The Board maintains an independent chair structure and fully independent committees; all director nominees other than the CEO are independent, with anti-hedging/anti-pledging and rigorous stock ownership guidelines to align interests .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bemis Company, Inc. | President & CEO; Director | 2014–2019 | Led complex global materials manufacturer; experience in international M&A, integration, and governance; acquired by Amcor |
| Morgan Adhesives Company | President & CEO | 2000–2004 | Led adhesives manufacturing operations; built high-performance teams |
| General Electric Company | Various positions | 1980–2000 | Engineering/manufacturing operations experience; cross-functional leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Tennant Company | Director | 2007–2022 | Public company board experience |
| Arconic Corporation | Director | 2020–2023 | Public company board experience |
| Current public company directorships (other than Arrow) | None | — | No current outside public boards disclosed |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $117,500 | $125,000 |
| Stock Awards ($) | $360,000 | $185,000 |
| Total ($) | $477,500 | $310,000 |
| Annual Director Fee Rates (Program) | $110,000 base; Committee chair: CGC $15,000; Compensation $25,000; Audit $30,000 (2024) | Same (2024 program) |
Notes:
- 2023 stock awards reflect a one-time corrective RSU grant ($175,000) to align compensation timing for the 2021–2022 service year plus the standard annual RSU ($185,000) .
- RSUs for independent directors in 2024 were $185,000, with additional RSUs for the independent Board Chair; Austen elected settlement one year after grant (with certain peers), and vesting is generally the day before the next annual meeting if continuous service .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Director RSUs (2024) | Service-based; stock price exposure | N/A | Continuous Board service to vest at next AGM | N/A | RSUs settle per election; no performance multiplier | Vest day before next annual meeting; forfeiture if service ends before vesting (except death, disability, or involuntary termination without cause post-COC) |
| Director RSUs (2023) | Service-based; stock price exposure | N/A | Same as above | N/A | Includes one-time corrective grant (timing change) | Same vesting and settlement mechanics |
Program design notes:
- Annual cash and long-term performance metrics (Absolute EPS 70%, Strategic Goals 30%; PSUs tied to Relative EPS Growth and ROIC minus WACC) apply to executive officers, not to non-employee directors; Austen oversees these as Compensation Committee member .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Shares currently owned | 5,958 |
| Acquirable within 60 days (RSUs/options) | 1,456 |
| Total beneficial ownership | 7,414 |
| % of shares outstanding | <1% (part of directors/executives group total 0.8%) |
| Unvested RSUs (as of 12/31/24) | 1,456 |
| Deferred RSUs | None shown for Austen in 2024 table |
| Director stock ownership guideline | Increased to 5x annual retainer in Dec 2024; all directors either meet or are on track |
| Anti-pledging/hedging policy | Prohibits hedging and pledging, including margin accounts; reviewed annually |
| Insider trading controls | Preclearance for directors, trading only in open windows or via 10b5-1, with blackout flexibility |
Employment Terms
- Non-employee director compensation: RSUs vest the day before the following annual meeting subject to continuous service; awards are settled per each director’s irrevocable election either one year after grant or following separation (subject to timing rules); RSUs are forfeited upon early termination except in specified cases (death, disability, or involuntary termination without cause post-change of control) .
- Deferred compensation: Directors may elect to defer all or part of their cash retainers; unless otherwise elected, 50% of the annual retainer is automatically deferred into Arrow stock units, with deferrals paid upon separation from the Board; 2024 director deferral activity is reflected in the fees column .
- Clawbacks: Company maintains Dodd-Frank and Incentive Compensation clawback policies for executive officers and senior management; these are not generally applied to non-employee director compensation .
- Related-party transactions: None requiring disclosure since January 1, 2024 .
Board Governance
- Committee roles: Chair, Corporate Governance Committee; Member, Compensation Committee .
- Governance program: Independent Board Chair, annual elections, independent committees, proxy access, overboarding limits (including added limits for Board Chair and executive-officer directors), robust ownership guidelines, anti-hedging/pledging policies, and active shareholder engagement .
- Meeting attendance: In 2024, the Board held four meetings; each director attended at least 75% of Board and committee meetings; independent directors held four executive sessions .
- Independence: All director nominees other than the CEO are independent; the Chair and committees are independent .
- Director compensation snapshot (2024): Austen—Fees $125,000; Stock Awards $185,000; Total $310,000; unvested RSUs 1,456 .
- Director RSU grant cycle: Standard RSU grants awarded May 7, 2024 ($185,000), vesting prior to next AGM; settlement per election; additional RSUs for independent Board Chair .
Compensation Committee Analysis
- Composition and independence: Chaired by Gerry P. Smith; members include Austen, Kerin, McDowell; independent consultant Pearl Meyer engaged; no conflicts .
- Pay-for-performance program overseen: Annual cash incentives with 70% Absolute EPS and 30% Strategic Goals; LTIP split 50% PSUs and 50% RSUs; PSU metrics weighted 60% Relative EPS Growth vs peer group and 40% ROIC minus WACC, with payout range 0–185% subject to positive net income .
- Peer group: Avnet, CDW, Celestica, Flex, HPE, HP Inc., Jabil, TD SYNNEX, WESCO; used for benchmarking and PSU relative EPS comparison; Arrow percentile rank by revenue 67% vs market cap 11% (TTM) .
- 2022 PSU payout outcome (vested Feb 2025): Relative EPS Growth ranked 10th among peers (weighted result 0%); ROIC exceeded WACC by 4.73% (weighted result 80%); net payout 80% of target .
- Say-on-Pay: 2024 approval 97.1%; engagement program reached ~74% of shares; investors expressed broad support for structure .
Performance & Track Record (Company Context While on Board)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Arrow Shareholder Return (Index, $100 base) | $115 | $158 | $123 | $144 | $133 |
| Net Income (USD Millions) | $584 | $1,108 | $1,427 | $904 | $392 |
| Absolute EPS (USD) | $7.92 | $15.60 | $23.13 | $17.06 | $10.83 |
Highlights:
- Governance enhancements during his CGC chair tenure: increased director ownership guidelines to 5x retainer, added overboarding limits, and oversight of board refreshment .
- Board structure supports independent oversight through an independent Chair and executive sessions, aligning with best practices .
Director Compensation Details
| Element | Policy/Practice |
|---|---|
| Annual cash retainer | $110,000 (2024 program); chair fees: CGC $15,000; Compensation $25,000; Audit $30,000 |
| Equity | RSUs: $185,000 standard grant (May 7, 2024), vest day before next AGM; settlement per election; additional RSUs for independent Chair |
| Deferrals | 50% of retainer automatically deferred to stock units unless director elects otherwise; deferrals paid upon separation |
| Ownership guideline | 5x annual retainer; directors compliant or on track |
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited by policy; reduces alignment risk; reviewed annually .
- Related-party transactions: None requiring disclosure since Jan 1, 2024, mitigating conflict risk .
- Equity grant timing: Committee does not time grants around MNPI; grants approved on regular schedule post-fiscal results .
- Clawbacks: Robust clawbacks for executives (Dodd-Frank and misconduct triggers) reinforce pay-for-performance culture overseen by Compensation Committee .
Equity Ownership & Vesting Detail (Director)
| Item | 2023 | 2024 |
|---|---|---|
| Beneficial ownership – currently owned | 2,970 | 5,958 |
| Common stock units (deferred) | 1,469 | — (not shown) |
| Acquirable within 60 days | 1,520 | 1,456 |
| Total ownership | 5,959 | 7,414 |
| Unvested RSUs (year-end) | 1,520 | 1,456 |
Compensation Structure Analysis
- Shift in equity mix year-over-year: 2023 total stock awards were elevated due to a one-time corrective RSU grant plus the annual RSU; 2024 returned to standard annual RSU grant levels ($185,000), lowering total director compensation .
- Ownership guideline tightening: Increase from 3x to 5x annual retainer improves alignment and may reduce selling pressure, as directors must accumulate and retain more shares .
- No tax gross-ups, no option repricing, and no speculative trading permitted; director program is conservative relative to shareholder-friendly practices .
Investment Implications
- Alignment: Strong governance architecture (independent Chair, ownership guidelines now at 5x retainer, anti-hedging/pledging) and Austen’s CGC leadership suggest ongoing focus on shareholder alignment and board effectiveness .
- Selling pressure: Service-based RSU vesting around AGM dates and settlement elections can create periodic liquidity events, but open-window trading, preclearance, and tightened ownership guidelines likely temper near-term selling pressure .
- Compensation oversight: As a Compensation Committee member, Austen helps maintain rigorous pay-for-performance frameworks (EPS, ROIC/WACC, relative EPS vs peers) and disciplined peer benchmarking—supportive of long-run value creation incentives .
- Red flags: None material disclosed (no related-party transactions; anti-pledging policy in force); say-on-pay received 97.1% approval—indicative of investor support for compensation design .