Adalio Sanchez
AVNETAbout Adalio T. Sanchez
Independent director since 2019; age 66. President of S Group Advisory LLC, with 32 years at IBM in senior executive and global general management roles (including leading IBM’s semiconductor division and global PC supply chain/distribution), Senior Vice President at Lenovo (2014–2015), and interim CEO of Quantum (Nov 2017–Jan 2018) . Current AVT board roles: Chair, Corporate Governance Committee; member, Compensation & Leadership Development Committee; member, Executive Committee . The Board classifies Sanchez as independent under Nasdaq standards and Avnet’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Corporation | Senior executive; led semiconductor division; led global PC supply chain/distribution | 1982–2014 | Deep semiconductor and supply chain expertise; directly pertinent to Avnet’s business |
| Lenovo Group Limited | Senior Vice President | 2014–2015 | International technology leadership |
| Quantum Corporation | Director; interim CEO | Director: May 2017–Apr 2019; interim CEO: Nov 2017–Jan 2018 | Turnaround/operational leadership during interim CEO period |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACI Worldwide Inc. (NASDAQ: ACIW) | Director; Chairman of the Board | Director since 2015; Chairman since 2022 | Payments software domain expertise; chair-level governance |
| ASM International N.V. (NL: ASM) | Supervisory Board Member | Since Sep 2021 | Semiconductor equipment industry exposure |
| Snap One Holdings Corp (NASDAQ: SNPO) | Director | Jun 2021–Jun 2024 | Smart home distribution/channel insights |
Board Governance
- Committee assignments: Chair, Corporate Governance (CG); member, Compensation & Leadership Development (C&LD) and Executive Committee .
- Independence: Board identifies Sanchez among nine independent directors out of ten nominees .
- Attendance: Each director standing for reelection (including Sanchez) attended at least 92% of Board and assigned committee meetings in fiscal 2025; all directors attended the 2024 annual meeting .
- Shareholder voting signals: 2024 director election support for Sanchez—For: 77,602,407; Against: 1,652,994; Abstain: 86,328; Broker non-votes: 3,264,522, indicating strong shareholder confidence .
- Compensation Committee interlocks: None in FY2025 (no insider participation or reciprocal interlocks) .
- Executive sessions: Independent directors meet in executive session at regular Board meetings .
- Key committee responsibilities impacting governance quality:
- Corporate Governance Committee (CG): director nominations, succession plans (incl. CEO), Board/committee/management evaluations, governance policies, director education, sustainability oversight .
- Compensation & Leadership Development (C&LD): exec/director comp oversight, LTI plan administration, CEO performance eval/recommendations, talent/leadership/culture oversight; uses independent consultant Meridian (no conflicts) .
Fixed Compensation
| Component | AVT Director Program (FY2025) | Sanchez FY2025 Actual |
|---|---|---|
| Cash retainer | $100,000 | $107,500 (fees earned/paid in cash) |
| Committee chair fees | CG Chair: $15,000; C&LD Chair: $20,000; Audit Chair: $25,000; Finance Chair: $15,000 | Included within cash total; specific proration not disclosed |
| Committee member fees | Audit member: $7,500; no member fees disclosed for CG/C&LD/Finance | Not itemized (not on Audit) |
| Total cash vs. equity mix | Cash 36% / Equity 64% (standard program) | Cash $107,500; Equity $180,000; Total $287,500 |
Notes: Board made no changes to non‑employee director compensation for FY2025; equity generally delivered in early January unless deferred .
Performance Compensation
| Equity Award Type | Grant Date/Delivery | Grant Value | Vesting/Settlement | Plan Mechanics |
|---|---|---|---|---|
| Stock awards (RSUs/stock units for directors) | Generally early January delivery | $180,000 (grant date fair value) | If deferred: settled in Common Stock upon Board departure or Change of Control; ten annual installments by default (optional lump sum) | Directors may elect to defer equity into phantom stock units; cash deferrals earn interest at U.S. 10‑year Treasury rate; no “above market” earnings in FY2025 |
No director performance metrics (e.g., financial targets) apply to non‑employee director equity; those are used for executive PSUs. Director equity is time‑based and/or deferred per plan elections .
Other Directorships & Interlocks
| Entity | Relationship to AVT | Potential Conflict/Interlock Assessment |
|---|---|---|
| ACI Worldwide (payments software) | Customer/supplier relationship not disclosed | No related‑party transactions disclosed by AVT; Audit Committee reviews and approves any >$120,000 related person transactions . |
| ASM International (semiconductor equipment) | AVT distributes components; ASM is wafer fab equipment—distinct segment | No related‑party transactions disclosed; governance safeguards via CG and Audit committees . |
| Snap One (smart home distribution) | Market adjacency; prior role ended 2024 | Prior role; no current interlock; no related party items disclosed . |
Expertise & Qualifications
- Qualifications: Industry, International Business, Operations, Technology/Digital Media, Risk Management & Resiliency .
- Board value-add: Semiconductor depth; global supply chain/distribution leadership; technology innovation; corporate leadership and management .
Equity Ownership
| Holder | Shares Owned | Options (exercisable ≤60 days) | % of Shares Outstanding | Notes |
|---|---|---|---|---|
| Adalio T. Sanchez | 24,020 | 0 | 0.0289% (24,020 ÷ 83,243,137) | No phantom units disclosed for Sanchez in footnotes; several directors hold phantom units . |
Additional alignment policies:
- Stock ownership guideline: Directors must own at least 5× annual cash retainer within five years; each director nominee is following these guidelines .
- Anti‑hedging/anti‑pledging: Absolute prohibition on hedging; pledging prohibited without advance approval; no exceptions approved in last fiscal year .
Governance Assessment
- Board effectiveness: Sanchez chairs CG and serves on C&LD and Executive, placing him at the center of director recruitment, succession, evaluations, sustainability oversight, and pay governance—positive signal for board processes and oversight .
- Independence & engagement: Independent status; attendance ≥92% in FY2025; strong election support in 2024—confidence signal .
- Pay‑for‑performance alignment: Director pay balanced (program 36% cash/64% equity), with equity delivered or deferred—aligns director incentives with shareholder value; no 2025 changes or pay inflation at board level .
- Conflicts/related parties: AVT discloses process/policies for related person transactions; none disclosed for FY2025; prohibition of hedging/pledging with no exceptions—low conflict risk .
- Shareholder feedback: 2024 say‑on‑pay received 76,708,759 For vs. 2,320,419 Against; abstentions 312,551—supportive of compensation governance .
RED FLAGS
- None disclosed: No related‑party transactions; no Section 16(a) filing delinquencies; no hedging/pledging exceptions; no option repricing history .
- Monitoring point: Multi‑board commitments are within AVT guidelines (retired directors may serve on up to four additional boards), but continued oversight advisable given chair role at ACIW and ASM Supervisory Board membership .
Compensation Committee Analysis (Context for Sanchez’s C&LD role)
- Independent consultant Meridian engaged; annual independence assessment found no conflicts .
- Peer group benchmarking updated for FY2025 (Seagate replaced by Hewlett Packard Enterprise); peer list includes Arrow, CDW, Jabil, TE Connectivity, WESCO, TD SYNNEX, etc. .
- Governance practices: clawback policy; multiple metrics; capped incentives; stock ownership guidelines; no tax gross‑ups; no award repricing .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say‑on‑Pay vote | For: 76,708,759; Against: 2,320,419; Abstain: 312,551; Broker non‑votes: 3,264,522 |
| Shareholder outreach | Company contacted largest holders in FY2025; no concerns driving material program changes |
Director Compensation (Detailed FY2025)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Adalio T. Sanchez | 107,500 | 180,000 | 287,500 |
Related Party Transactions & Risk Controls
- Process: Code of Conduct and Conflicts policy require disclosure and pre‑approval; Audit Committee reviews/approves related person transactions ≥$120,000; independence standards codified in guidelines .
- Section 16 compliance: All filings timely in FY2025 .
- D&O insurance: Coverage renewed Aug 1, 2025; total premium $771,563; no claims paid in FY2025 .