Jo Ann Jenkins
AVNETAbout Jo Ann Jenkins
Jo Ann Jenkins (age 67) is an independent director of Avnet, Inc. (AVT) who has served on the board since 2018. She chairs the Compensation and Leadership Development Committee and sits on the Executive Committee and the Technology and Risk Committee. Jenkins retired as CEO of AARP in 2024 after a decade of senior leadership at AARP and earlier operational leadership at the Library of Congress; she also serves on the boards of Aon plc (since August 2025) and General Mills, Inc. (since January 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AARP | Chief Executive Officer | 2014–2024 | Led strategic transformation, marketing and operations; diversity strategy implementation |
| AARP | EVP & Chief Operating Officer | 2013–2014 | Enterprise operations leadership |
| AARP Foundation | President | 2010–2013 | Mission and program oversight |
| Library of Congress | Chief Operating Officer | 2007–2010 | Enterprise operations; prior positions at Library of Congress from 1994–2010 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aon plc (NYSE: AON) | Director | Aug 2025–present | Public company board service |
| General Mills, Inc. (NYSE: GIS) | Director | Jan 2020–present | Public company board service |
Board Governance
- Independence: The board determined Jenkins is independent under Nasdaq standards and Avnet’s guidelines .
- Committee leadership: Chair, Compensation & Leadership Development; Member, Executive; Member, Technology & Risk .
- Meetings and attendance:
- Board held four regular quarterly meetings in FY2025; independent directors met in executive session at each .
- Each director standing for reelection attended at least 92% of board and assigned committee meetings; all directors attended the 2024 annual meeting .
- Committee activity and focus:
- Compensation & Leadership Development: 4 meetings; oversees executive and director pay, talent, leadership, culture; retained Meridian as independent consultant; no conflicts .
- Technology & Risk: 2 meetings; oversees ERM, ethics/compliance, cybersecurity and AI use .
- Executive Committee: 0 meetings; authority between board meetings; limits per bylaws .
- Board leadership: Independent Chair separated from CEO; executive sessions for independent directors .
Fixed Compensation
| Component | FY2025 | Source |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | |
| Committee chair retainer (Compensation & Leadership Development) | $20,000 | |
| Cash fees actually paid – Jenkins | $120,000 | |
| Annual equity grant (time-based RSUs; deliverable early January unless deferred) | $180,000 grant-date fair value | |
| Total director compensation – Jenkins | $300,000 | |
| Mix (cash/equity) | 36% / 64% (program design) | |
| Deferred compensation availability | Phantom stock units or cash; settlement generally in ten annual installments; lump sum on change of control; U.S. 10-year Treasury rate on cash deferrals; no above-market earnings in FY2025 |
The board reviewed director compensation and made no changes for FY2025; program is benchmarked biennially .
Performance Compensation
- Director equity is time-based (no performance metrics); Jenkins’ annual grant is fixed-value RSUs, subject to standard vesting and optional deferral to phantom stock units .
- As Compensation Committee Chair, Jenkins oversees the company’s pay-for-performance framework for executives:
| Executive Incentive Metric Design (FY2025) | Weight | Target/Mechanics | FY2025 Payout Outcome |
|---|---|---|---|
| Annual cash incentive – Adjusted Operating Income ($) | 40% | Target $871.4M; 80–133% attainment maps to 40–200% payout | Included in overall payout |
| Annual cash incentive – Return on Working Capital (%) | 40% | Target 13.47%; 80–133% attainment maps to 40–200% payout | Included in overall payout |
| Annual cash incentive – Relative Market Share (vs. main competitor) | 20% | Target +50 bps; 40–200% payout scale | Included in overall payout |
| FY2025 annual cash incentive payout (CEO and other NEOs) | — | — | 72% of target |
| Long-term incentives – PSUs (3 overlapping 1-fiscal-year tranches within 3-year vest) | 50% of LTI | Metrics: ROIC>WACC (50%) and relative adjusted EPS growth (50%), rTSR modifier | 0% earned for FY2025 PSU tranches (2023–2025 final; 2024–2026 second; 2025–2027 first) |
| Long-term incentives – RSUs (time-based) | 50% of LTI | 3–4 year vesting; retention aligned | Granted per plan |
| Say-on-pay support (Nov 22, 2024) | — | — | 97.83% approval |
| Independent consultant and risk management | — | — | Meridian independent; annual risk assessment; clawback policy; ownership guidelines |
Other Directorships & Interlocks
| Potential Interlock/Overlap | Observation | Governance Consideration |
|---|---|---|
| Aon plc board service | Jenkins joined Aug 2025; Avnet discloses no related-party transactions involving directors in FY2025 section; Audit Committee reviews and approves related party transactions ≥$120k | Monitor if Avnet engages Aon for insurance brokerage; no such transaction disclosed in proxy |
| General Mills board service | Ongoing since Jan 2020; no Avnet-related transactions disclosed | Within Avnet’s board service limits (retired directors may serve on up to four other public boards) |
Expertise & Qualifications
- CEO, operations, marketing, risk management/resiliency credentials; leadership in strategic transformation, innovation, government/community relations, diversity strategies .
- Board benefits from her insights into corporate leadership and management and strategic transformation .
Equity Ownership
| Holder | Common Stock | Derivatives/Options | Total Beneficial Ownership | % of Common Stock | Notes |
|---|---|---|---|---|---|
| Jo Ann Jenkins | 29,078 | 0 | 29,078 | <1% | Phantom stock units count toward guidelines; Jenkins’ entry shows direct ownership |
- Stock ownership guidelines: Directors must hold, within five years of joining the board, company shares worth at least 5x annual cash retainer; director-awarded shares and phantom units count; each director nominee is following these guidelines .
- Anti-hedging/pledging: Strictly prohibits hedging; pledging requires advance approval; no exceptions approved in last fiscal year .
- Section 16(a): Company believes all required filings were timely in FY2025 .
Governance Assessment
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Strengths
- Independent director with material leadership roles; chairs Compensation Committee and sits on Technology & Risk—directly aligned with investor-critical oversight areas .
- High board and committee attendance across directors; robust executive sessions; independent board chair structure .
- Compensation oversight shows discipline: independent consultant, strong shareholder support (97.83% say-on-pay), clawback policy, ownership guidelines, multi-metric incentives, capped awards; FY2025 PSU tranches at 0% reflect pay-for-performance integrity amid weaker results .
- ERM and cybersecurity oversight via Technology & Risk Committee, including AI governance .
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Watch items
- External board load: Two public boards (AON, GIS) post-retirement; within Avnet’s limits (retired directors may serve on up to four), but continued monitoring of time commitment and potential conflicts advisable .
- Potential insurance interlock: If Avnet were to engage Aon-related services, Audit Committee must review; proxy discloses process but does not list any transactions—ongoing vigilance is warranted .
- Company performance pressure: FY2025 declines in sales, operating income, and EPS inform compensation outcomes; committee’s calibration critical to maintain investor confidence .
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Signals affecting investor confidence
- The Compensation Committee’s adherence to performance outcomes (e.g., 0% PSUs) and strong say-on-pay support signal credible oversight under Jenkins’ chairship .
- Anti-hedging/pledging and ownership guidelines reinforce alignment between directors/executives and shareholders .