Ernest Maddock
AVNETAbout Ernest E. Maddock
Ernest E. Maddock, age 67, is an independent director of Avnet (AVT) who joined the Board in 2021 and currently chairs the Audit Committee; he also serves on the Technology & Risk Committee and the Executive Committee . He is a former CFO of Micron Technology (2015–2018), Riverbed Technology (2013–2015), and Lam Research (CFO 2008–2013; various roles 1997–2013), and has been designated an “audit committee financial expert” by the Board, underscoring deep finance, accounting, risk management, operations, and international business experience relevant to Avnet’s oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Micron Technology, Inc. (Nasdaq: MU) | Chief Financial Officer & SVP | 2015–2018 | CFO leadership at a major semiconductor company; public company finance and accounting expertise . |
| Riverbed Technology, Inc. | Chief Financial Officer | 2013–2015 | CFO at networking/performance firm; public company finance and operations experience . |
| Lam Research Corporation (Nasdaq: LRCX) | Chief Financial Officer; earlier roles | CFO 2008–2013; various roles 1997–2013 | Long-tenured operating and finance roles culminating as CFO at a leading wafer fab equipment provider . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ultra Clean Holdings, Inc. (Nasdaq: UCTT) | Director | Since June 2018 (current) | Public company directorship . |
| Ouster, Inc. (NYSE: OUST) | Director | Since January 2022 (current) | Public company directorship . |
| Teradyne, Inc. (Nasdaq: TER) | Director | Since November 2022 (current) | Public company directorship . |
| Intersil Corporation (Nasdaq: ISIL) | Director | 2015–2017 (former) | Prior public board service . |
- Total current public boards: Avnet plus three others (4 total) .
Board Governance
- Independence: Identified as independent; all Audit Committee members (including Maddock) meet Nasdaq, SEC audit-committee independence, and “financial expert” standards .
- Committee assignments and roles (FY25): Audit (Chair); Technology & Risk (Member); Executive (Member) .
- Meeting cadence (FY25): Board held 4 regular quarterly meetings; Audit met 8x; Technology & Risk met 2x (committee established Jan 1, 2025); Executive met 0x .
- Attendance: Each director standing for reelection attended at least 92% of Board and assigned committee meetings in FY25; all directors attended the 2024 Annual Meeting (Nov 22, 2024) .
- Audit Committee responsibilities include oversight of financial reporting, internal audit, external auditors, legal/regulatory compliance, related party transaction review ≥$120,000, and pre-approval of auditor services; it also reviews borrowings up to $500 million .
- Audit Committee report: The committee (signed by Maddock as Chair) reviewed audited FY2025 financials, discussed PCAOB/SEC-required matters with KPMG, concluded KPMG’s independence, and recommended inclusion of audited statements in the FY2025 10-K .
Fixed Compensation
Program structure for non-employee directors (FY25):
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Paid in equal quarterly installments . |
| Annual Equity | $180,000 | Generally delivered in early January (unless deferred) . |
| Cash/Equity Mix | 36% / 64% | Target annual mix . |
| Additional Annual Amounts – Independent Chair | $185,000 | Applies to Board Chair (not Maddock) . |
| Additional Annual Amounts – Audit Chair | $25,000 | Applies to Maddock . |
| Additional Annual Amounts – Audit Member | $7,500 | For committee members (chair receives chair retainer) . |
| Additional Annual Amounts – Compensation Chair | $20,000 | Committee chair premium . |
| Additional Annual Amounts – Corporate Governance Chair | $15,000 | Committee chair premium . |
| Additional Annual Amounts – Finance Chair | $15,000 | Committee chair premium . |
FY25 actual compensation (non-employee directors):
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ernest E. Maddock | 125,000 | 180,000 | 305,000 |
- Deferred Compensation: Directors may defer cash and/or equity. Equity deferrals convert to phantom stock units (settled in stock, generally upon Board departure or change-in-control). Cash deferrals earn monthly interest tied to 10-year U.S. Treasury rates; during FY25 there were no “above market” earnings .
- Settlement: Except upon change-in-control (lump sum), phantom units and deferred cash are paid in 10 annual installments unless a different schedule is elected; lump-sum upon change-in-control; beneficiary payments upon death .
Performance Compensation
| Category | Details |
|---|---|
| Performance-based metrics for director pay | Not disclosed/applicable for non-employee directors; the equity component is a fixed-value annual grant (with optional deferral to phantom units). No director performance metric framework is described in the director compensation program . |
| Equity vesting/terms | Equity is generally delivered in early January; directors can elect to defer into phantom stock units per the Avnet Deferred Compensation Plan for Outside Directors . |
Other Directorships & Interlocks
| Company | Relationship to AVT | Interlock/Conflict Notes |
|---|---|---|
| Ultra Clean Holdings (UCTT) | External public board | Disclosed current directorship; no related-party transaction involving Maddock disclosed in AVT’s proxy; related-person transactions ≥$120,000 are subject to Audit Committee review/approval . |
| Ouster (OUST) | External public board | Disclosed current directorship; same related-party review framework applies . |
| Teradyne (TER) | External public board | Disclosed current directorship; same related-party review framework applies . |
| Intersil (ISIL) | Former public board | Prior service; not current . |
The proxy outlines policies and processes to identify, prohibit, or review related-person transactions and conflicts (Code of Conduct, Conflicts Policy, quarterly disclosure committee review, D&O questionnaires, and Audit Committee approval) .
Expertise & Qualifications
- Qualifications cited by Avnet: Finance, operations, risk management and resiliency, and international business; extensive public company finance/accounting experience as a multi-time CFO .
- Audit Committee Financial Expert: The Board determined Maddock qualifies as an “audit committee financial expert” under SEC rules and meets Nasdaq financial sophistication requirements .
Equity Ownership
| Item | Detail |
|---|---|
| Phantom stock units held (counts toward guideline) | Mr. Maddock’s ownership includes 11,889 phantom stock units . |
| Ownership guidelines (Directors) | Within 5 years of joining the Board, own shares worth ≥5x the annual cash retainer; phantom units count toward the guideline . |
| Compliance status | “Each Director nominee is following these guidelines” as of the proxy . |
| Hedging/Pledging policy | Hedging prohibited; pledging/margin accounts prohibited without advance approval; no exceptions approved during the last fiscal year . |
Governance Assessment
- Strengths
- Independent Audit Committee Chair with CFO pedigree across multiple public tech/semiconductor companies; designated financial expert, reinforcing financial reporting oversight .
- Strong attendance: at least 92% of Board/committee meetings in FY25; attended 2024 Annual Meeting .
- Balanced director pay structure with 64% equity, supporting alignment; clear deferral options and anti-hedging/anti-pledging policy with no exceptions in FY25 .
- Audit Committee’s robust scope (financial reporting, internal audit, external auditor independence, related-party oversight) and formal report signed by Maddock .
- Watch items
- Board workload: Maddock serves on three other public company boards (UCTT, OUST, TER) in addition to Avnet (total 4 boards), which some investors monitor for overboarding; Avnet discloses current roles and independence/attendance metrics .
Board Governance (Detail)
| Committee | Role | Meetings (FY25) | Notes |
|---|---|---|---|
| Audit | Chair | 8 | All members independent; Maddock, Henkels, and Khaykin deemed financial experts . |
| Technology & Risk | Member | 2 | Oversees ERM, trade compliance, ethics, technology/cybersecurity and AI use; established Jan 1, 2025 . |
| Executive | Member | 0 | Exercises certain Board powers between meetings; authority limited per bylaws/law . |
- Board met quarterly in FY25; independent directors held executive sessions at each quarterly meeting .
Related Party Transactions and Conflicts Framework
- Definition and Policy: Related-person transactions (> $120,000) involving directors/executives/family are identified via Code of Conduct, Conflicts of Interest Policy (pre-approval required for exceptions), quarterly disclosure committee review, and annual D&O questionnaires .
- Oversight: Audit Committee reviews/approves or recommends approval of such transactions; Corporate Governance Guidelines set director independence standards .
Director Compensation Notes (Structure)
- Annual grant mechanics: Equity delivered early January unless deferred; directors may defer cash and/or equity to phantom stock units (settled in shares) or a cash account (10-year UST interest) with standard payout schedules; lump-sum upon change-of-control .
- No changes to non-employee director compensation were recommended for FY25 .
Attendance and Shareholder Engagement
- Attendance: Each director standing for reelection attended ≥92% of FY25 Board/assigned committee meetings; all directors attended the 2024 Annual Meeting .
- Director communications: Shareholders may contact the Board via the Corporate Secretary or through Avnet’s website; procedures to filter unrelated/unsuitable content are disclosed .
Insider Reporting Compliance
| Item | FY25 Status |
|---|---|
| Section 16(a) filings (timeliness) | Based on copies of reports and written representations, all required Section 16(a) filings for FY25 were timely filed . |
Note: The proxy does not list specific Form 4 transactions for directors; it reports aggregate beneficial ownership and notes phantom unit balances for certain directors, including Maddock .
Summary Signals for Investors
- Governance quality indicators: Independent Audit Chair with financial expert designation; strong attendance; equity-heavy director pay mix; stringent anti-hedging/pledging policy; formal related-party oversight – all supportive of investor confidence .
- Monitoring area: Multiple concurrent public directorships (4 total including Avnet) may warrant periodic workload review, though the proxy evidences high attendance and independence .