Brenda Freeman
AVNETAbout Brenda L. Freeman
Brenda L. Freeman, age 61, has served as an independent director of Avnet, Inc. (AVT) since 2018. She is founder of Joyeux Advisory Group (since 2018) and Venture Partner at Debut Capital (since May 2021), with prior operating roles including CEO of Arteza (2020–2021) and CMO positions at Magic Leap (2016–2019), National Geographic Channel (2015–2016), DreamWorks Animation (2014–2015), Turner Broadcasting (2008–2014), and senior marketing/partnership roles at Nickelodeon/MTV, VH1, ABC Radio, and PepsiCo . She is designated “Independent” in Avnet’s proxy, and is a member of the Compensation and Leadership Development Committee and the Corporate Governance Committee . During FY2025, each director up for election attended at least 92% of Board and assigned committee meetings; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arteza | Chief Executive Officer and Director | Feb 2020 – Apr 2021 | Led DTC strategy in arts/crafts |
| Magic Leap, Inc. | Chief Marketing Officer | 2016 – 2019 | Technology/digital media marketing leadership |
| National Geographic Channel | Chief Marketing Officer | 2015 – 2016 | Brand and audience growth |
| DreamWorks Animation SKG | Vice President, Television Marketing | 2014 – 2015 | TV portfolio marketing |
| Turner Broadcasting (Animation, Young Adults & Kids) | Chief Marketing Officer | 2008 – 2014 | Segment CMO; digital transformation |
| Nickelodeon (MTV Networks) | SVP, Integrated Marketing & Partnerships | 2005 – 2008 | Integrated partnerships |
| MTV/VH1/ABC Radio/PepsiCo | Various leadership roles | Prior years | Consumer and media marketing |
| Joyeux Advisory Group | Founder | 2018 – Present | Advisory services |
| Debut Capital | Venture Partner | May 2021 – Present | Early-stage investing |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| WM Technology, Inc. (MAPS) | Director | Since Jun 2021 | Public company board |
| Caleres, Inc. (CAL) | Director | Since Apr 2017 | Public company board |
| Blue Apron Holdings, Inc. (APRN) | Former Director | 2020 – 2023 | Prior public board |
| Herman Miller, Inc. (MLHR) | Former Director | 2016 – 2019 | Prior public board |
| Under Armour, Inc. (UA) | Former Director | 2012 – 2013 | Prior public board |
Board Governance
- Independence: The Board determined 9 of 10 nominees are independent under Nasdaq and Avnet standards, including Ms. Freeman .
- Committee memberships and FY2025 activity:
- Compensation & Leadership Development: Member; 4 meetings .
- Corporate Governance: Member; 4 meetings; oversees director nominations, evaluations, and sustainability .
- Attendance and engagement: Each director standing for reelection attended ≥92% of Board and assigned committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at regularly scheduled Board meetings .
Fixed Compensation
| Component | Standard FY2025 Program | Brenda Freeman – FY2025 Actual |
|---|---|---|
| Cash retainer (annual) | $100,000 | $103,750 (fees earned/paid in cash) |
| Equity (annual grant) | $180,000 grant-date fair value | $180,000 stock awards (grant-date fair value) |
| Committee chair retainers | $20,000 (Comp Chair); $15,000 (CG Chair), etc. | None (not a chair) |
| Total annual target | $280,000; 36% cash / 64% equity | $283,750 total |
- Deferred compensation: Directors may elect to defer cash/equity into phantom stock units; settlement upon board exit or change of control, typically over 10 annual installments .
Performance Compensation
- Non-employee director compensation comprises cash retainer and time-based equity; no performance-linked metrics or option awards are part of director compensation at Avnet for FY2025, and no changes to the program were recommended for FY2025 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation committee interlocks | No Avnet executive served on another entity’s compensation committee; Avnet’s Compensation Committee members (including Freeman) were all independent; Meridian served as independent consultant with no conflicts . |
| Potential interlocks with AVT ecosystem | External boards (WM Technology – cannabis tech; Caleres – footwear retail) are not in Avnet’s electronics distribution core; no related-party transactions involving directors are disclosed in the proxy . |
Expertise & Qualifications
- Board skills: CEO experience, finance exposure, technology/digital media, and marketing; Avnet highlights her background in corporate leadership, digital commerce, and digital transformation as Board benefits .
- Governance contributions: Service on Compensation (talent, leadership, culture oversight) and Corporate Governance (director nominations/evaluations; sustainability oversight) aligns with board effectiveness priorities .
Equity Ownership
| Holder | Common Stock | Stock Options Exercisable (60 days) | Total Beneficial Ownership | Notes / % |
|---|---|---|---|---|
| Brenda L. Freeman | 31,327 | 0 | 31,327 | Consists solely of phantom stock units; less than 1% |
- Ownership guidelines: Directors must own shares worth ≥5x annual cash retainer within 5 years; phantom units count; each director nominee is following these guidelines .
- Hedging/pledging: Insider Trading Policy prohibits hedging and restricts pledging without advance approval; no exceptions approved in the last fiscal year .
- Section 16 compliance: All required Section 16 filings were timely for FY2025 .
Governance Assessment
- Strengths: Independent status; multi-industry marketing/technology expertise; active roles on Compensation and Corporate Governance (sustainability oversight); strong attendance; alignment via equity and adherence to ownership guidelines; robust company-level anti-hedging/pledging, clawback, and independent consultant practices .
- Compensation alignment: Director pay mix is equity-heavy (64%), with no performance overlays, consistent with market practice for non-employee directors; individual FY2025 compensation ($283,750) within program parameters .
- Red flags: None disclosed specific to Freeman. Proxy shows no related-party transactions involving directors, prohibits hedging/pledging (no exceptions), and documents independent oversight; monitor breadth of external board service per Avnet guidelines (directors retired from full-time roles may serve on up to four additional public boards) — Freeman’s disclosed commitments appear consistent with policy .
Monitoring items for investors: Track continued engagement/attendance; sustainability and talent oversight through Corporate Governance and Compensation committees; any changes to director compensation structure; and any future related-party disclosures or pledging exceptions. High say-on-pay support (97.83% in 2024) indicates positive investor sentiment on broader governance/compensation practices .