Avid Modjtabai
AVNETAbout Avid Modjtabai
Avid Modjtabai, 63, has served as an independent director of Avnet, Inc. since 2014, bringing deep operations, finance, and technology leadership from a 27-year career at Wells Fargo, where she led Payments, Consumer Lending, Technology & Operations, HR, and internet services, retiring in March 2020 . She is currently a director of Prologis, Inc. (NYSE: PLD) since February 2020, and at Avnet she is a member of the Compensation & Leadership Development Committee and Technology & Risk Committee, with consistent high meeting attendance (≥92% in FY25) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo | Senior Executive Vice President; Head, Payments, Virtual Solutions & Innovation | Through Mar 2020 | Led enterprise-wide payments and digital innovation; retired after 27 years |
| Wells Fargo | Group Head, Consumer Lending | 2011–2016 | Ran large-scale lending operations; change management focus |
| Wells Fargo | Chief Information Officer; Head, Technology & Operations Group | 2008–2011 | Enterprise technology and operational oversight |
| Wells Fargo | Chief Information Officer; Head of Technology | 2007–2008 | Enterprise technology leadership |
| Wells Fargo | Director of Human Resources | 2005–2007 | Talent and HR program leadership |
| Wells Fargo | EVP, Head, Internet Services Group | 2001–2005 | Digital channels strategy and execution |
| Wells Fargo | SVP, Consumer Internet Services | 1999–2001 | Consumer digital services |
| Wells Fargo | Leadership roles, enterprise internet, consumer deposits, corporate strategy | 1993–2001 | Operations/strategy development |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Prologis, Inc. (NYSE: PLD) | Director | Feb 2020 | Global logistics REIT; no disclosed related-party ties with Avnet |
Board Governance
- Independence: The Board determined Modjtabai is independent under Nasdaq and Avnet standards; nine of ten nominees are independent .
- Committee assignments (current): Compensation & Leadership Development; Technology & Risk (formed Jan 1, 2025); not a chair .
- Committee assignments (prior year): Corporate Governance (Chair), Compensation & Leadership Development, Executive Committee member (FY24) .
- Attendance: Each director attended ≥92% of Board and assigned committee meetings in FY25; all directors attended the 2024 annual meeting (Nov 22, 2024) . In FY24, each director attended ≥93% and all attended the 2023 annual meeting .
- Executive sessions: Independent directors meet in executive session at regular Board meetings .
- Risk & tech oversight: Technology & Risk Committee oversees ERM, cybersecurity, ethics/compliance, AI use .
Fixed Compensation
| Component | FY2025 Amount | FY2024 Amount | Notes |
|---|---|---|---|
| Annual cash retainer (standard) | $100,000 | $100,000 | Paid quarterly |
| Additional chair retainers (if applicable) | N/A in FY25 | Corporate Governance Chair: $15,000 | FY24 role as CG Chair; other chair retainers: Audit $25k; Comp $20k; Finance $15k |
| Audit Committee member retainer | $7,500 | $7,500 | Only for Audit members; Modjtabai not on Audit in FY25 |
| Meeting fees | None | None | Not disclosed as paid |
| Modjtabai actual cash fees | $107,500 | $115,000 | As reported in director compensation table |
Performance Compensation
Directors receive equity grants; Avnet does not apply performance metrics to director equity awards. Annual equity is delivered in early January and may be deferred into phantom stock units under the Outside Directors Deferred Compensation Plan . Hedging and pledging by directors is prohibited; no exceptions approved in the last fiscal year .
| Equity Award | FY2025 Grant-Date Value | FY2024 Grant-Date Value | Vesting/Deferral |
|---|---|---|---|
| Annual stock awards to non-employee directors | $180,000 | $180,000 | Equity generally delivered in early January; deferral into phantom stock units available; settled upon board departure or change of control, typically in 10 annual installments |
Compensation Committee oversight (relevant to Modjtabai’s committee work):
- FY2025 annual cash incentive design for NEOs: 80% financial (Adjusted Operating Income dollars 40%; Return on Working Capital 40%; Relative Market Share 20%), 20% non-financial goals (talent, leadership, engagement). Payout was 72% of target for CEO and other NEOs .
- FY2025 long-term equity incentives for NEOs: 50% PSUs and 50% RSUs; PSUs measured on ROIC>WACC (50%) and relative adjusted EPS growth (50%) with rTSR modifier. PSUs earned were 0% of target for tranche results covering FY2025 performance periods .
| FY2025 NEO Annual Incentive Metrics | Weight | Target | FY2025 Outcome |
|---|---|---|---|
| Adjusted Operating Income $ (OI$) | 40% | $871.4M | Included in overall payout calc; total annual incentive payout 72% of target for CEO/NEOs |
| Return on Working Capital (ROWC) | 40% | 13.47% | Included in overall payout calc |
| Relative Market Share vs. core competitor | 20% | +50 bps | Included in overall payout calc |
Other Directorships & Interlocks
- Current public boards: Prologis, Inc. (NYSE: PLD) .
- Compensation committee interlocks: None—no Avnet executive served on another entity’s comp committee whose executives served on Avnet’s committee in FY25/FY24 .
- Potential interlocks/conflicts: None disclosed relating to Modjtabai .
Expertise & Qualifications
- Functional expertise: Finance and operations; strategy development; change management; digital/internet services; financial services .
- Board qualifications: Experience across large-scale operations and technology leadership; contributes to Compensation & Leadership Development and Technology & Risk oversight .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Options Exercisable w/in 60 Days | Total Beneficial Ownership | Percent of Common Stock |
|---|---|---|---|---|
| Avid Modjtabai (as of Sept 2, 2025; 83,243,137 shares outstanding) | 41,699 | 0 | 41,699 | <1% |
| Avid Modjtabai (as of Sept 1, 2024; 87,675,675 shares outstanding) | 38,257 | 0 | 38,257 | <1% |
- Phantom stock units: Count toward director ownership guidelines; specific phantom holdings for Modjtabai not separately disclosed (others noted in footnotes) .
- Ownership guidelines: Directors must own ≥5x annual cash retainer within five years; each director nominee is following these guidelines .
- Hedging/pledging: Prohibited; no exceptions approved in last fiscal year .
Governance Assessment
- Alignment: Strong independence, consistent attendance, and adherence to anti-hedging/anti-pledging policies support shareholder alignment .
- Committee effectiveness: Prior service as Corporate Governance Committee Chair (FY24) and current roles on Compensation & Leadership Development and Technology & Risk align with her operational and technology background; Compensation Committee retains independent consultant Meridian; no conflicts of interest .
- Pay oversight signal: Say-on-pay support ~97.83% (FY24 and FY25), indicating investor confidence in compensation governance she helps oversee .
- Related-party/Conflicts: No related-person transactions disclosed involving Modjtabai; robust policies and Audit Committee approval processes in place .
- RED FLAGS
- None disclosed: No hedging/pledging, no related-party transactions, no interlocks, high attendance and strong say-on-pay support .