Helmut Gassel
AVNETAbout Helmut Gassel
Helmut Gassel (age 61) is an independent director of Avnet (AVT) since 2024, serving on the Audit Committee and the Technology and Risk Committee. He is a co-founder and partner of Silian Partners and a former Infineon Technologies executive with a 27-year tenure; he holds a Diploma in Nuclear Physics (Ruhr University Bochum) and a Doctorate in Electrical Engineering (University of Duisburg-Essen) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Infineon Technologies | Board Member; Chief Marketing Officer; Division President, Industrial Power Control | 27-year tenure, prior to 2022 | Led industrial power control business and global marketing; broad semiconductor leadership |
| Silian Partners | Co-founder & Partner | Current | Group of senior semiconductor executives; advisory/industry network |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Nordic Semiconductor | Board Member | 2024 | Current public-company directorship; semiconductor industry exposure |
| Silian Partners | Co-founder & Partner | Current | Private partnership of semiconductor executives; not a public company board |
Board Governance
- Independence: The Board determined nine of ten nominees, including Gassel, are independent under Nasdaq and Board standards .
- Attendance: In fiscal 2025, each director standing for reelection attended at least 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 .
- Board meetings: Four regular quarterly meetings in fiscal 2025 .
- Leadership: Chair and CEO roles separated; independent Chair (Rodney C. Adkins) .
| Committee | Role | FY25 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit Committee | Member | 8 | Financial reporting integrity; external auditor oversight; internal audit; legal/regulatory compliance; approves related-party transactions ≥$120k |
| Technology & Risk Committee | Member | 2 | Enterprise risk and resiliency; ethics/compliance program; data security and privacy; oversight of AI use |
Fixed Compensation
- Director compensation program FY25: $100,000 cash retainer; $180,000 equity; 36/64 cash/equity mix. Additional annual amounts include: Independent Chair $185,000; Audit Chair $25,000; Audit Member $7,500; Compensation Chair $20,000; Corporate Governance Chair $15,000; Finance Chair $15,000 .
| Component | FY25 Amount |
|---|---|
| Cash Retainer | $100,000 |
| Equity (Annual) | $180,000 |
| Cash/Equity Mix (%) | 36/64 |
| Audit Committee Member Retainer | $7,500 |
| Helmut Gassel FY25 Director Pay | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 94,355 (prorated; elected Aug 15, 2024) |
| Stock Awards (Grant-date fair value) | 248,361 (prorated) |
| Total | 342,716 |
- Deferred Compensation Plan: Directors may defer equity into phantom stock units settled in common stock; cash deferrals accrue interest at the U.S. 10-year Treasury rate; settlements generally over ten annual installments, with lump-sum on change of control; no “above market” earnings in FY25 .
Performance Compensation
- Non-employee director equity is delivered annually (generally early January) as stock awards; no performance-conditioned metrics are disclosed for director grants (phantom units are available via deferral) .
| Award Type | Performance Metrics | Vesting/Settlement | FY25 Detail |
|---|---|---|---|
| Annual Director Stock Awards | None disclosed for directors | Delivered annually; deferral into phantom stock units allowed; settlement in stock, typically over 10 years (lump-sum on CoC) | Gassel stock award fair value: $248,361 (prorated) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Nordic Semiconductor | Board Member | Avnet is a global distributor; if Avnet distributes Nordic products, oversight by Audit Committee on related-party transactions and independence standards mitigates conflict risk; no specific related-person transaction disclosed |
Expertise & Qualifications
- International business; technology/digital media; marketing; semiconductor industry expertise .
- Background includes senior leadership in semiconductor markets and innovation; global sales/marketing leadership .
Equity Ownership
| Holder | Common Stock | Phantom Stock Units | Total Beneficial Ownership | % of Common Stock |
|---|---|---|---|---|
| Helmut Gassel | 4,752 | 3,487 | 4,752 | <1% |
- Stock ownership guidelines: Directors should own, within five years of joining the Board, shares worth at least 5x the annual cash retainer; each Director nominee is following these guidelines .
- Anti-hedging/anti-pledging: Hedging prohibited; pledging prohibited without advance approval; no exceptions approved in last fiscal year .
- Section 16 compliance: Company believes all Section 16 filings were timely in FY25 .
Governance Assessment
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Strengths
- Independent status, active committee roles (Audit; Technology & Risk), and strong attendance support board effectiveness .
- Deep semiconductor operating expertise enhances oversight of supply chain, technology, and risk topics central to Avnet’s business .
- Ownership alignment via stock ownership guidelines and anti-hedging/anti-pledging policies; compliance reported .
- Audit Committee oversight of related-person transactions ≥$120k provides a formal check against conflicts .
-
Watch items / potential conflicts
- Nordic Semiconductor directorship may create perceived conflicts if Avnet distributes Nordic products; however, independence standards and related-party review processes are in place; no related-person transactions disclosed involving Gassel .
- Prorated equity and cash reflect mid-year appointment; continue monitoring director equity deferrals and phantom unit accumulation for long-term alignment and pledge/hedge compliance .
-
Shareholder signals
- Say-on-pay approval (executive program) was ~97.83% at the Nov 22, 2024 meeting, indicating broad investor support for Avnet’s compensation governance framework overseen by the Board and its committees .
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Overall view
- Gassel’s committee placements (Audit; Technology & Risk), independence, and semiconductor background are additive to Avnet’s board skill mix. Conflict safeguards and attendance/engagement support investor confidence; Nordic board service warrants continued monitoring under Avnet’s related-party and conflicts policies .