Kenneth Jacobson
AVNETAbout Kenneth Jacobson
Kenneth A. Jacobson, 47, is Avnet’s Chief Financial Officer (CFO), appointed September 6, 2022, after serving as Corporate Controller since 2013, Principal Accounting Officer since 2018, and Interim CFO from August 2017 to January 2018 . Prior roles include Director of External Reporting and Accounting Research at First Solar (2011–2013), where he led external reporting and supported accounting for acquisitions and sales of solar power projects, and a decade in public accounting at PwC across multiple industries . Under his finance leadership, FY2025 saw sales decline 6.6% YoY to $22.2B, adjusted operating income fall 30.7% to $624.0M, and adjusted EPS of $3.44 (vs. $5.34), while Avnet’s five‑year Company TSR (value of $100) reached $229.61; notably, FY2025 PSUs for all NEOs paid at 0%, evidencing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avnet | Chief Financial Officer | 2022–present | Senior finance leadership; oversees capital allocation, reporting, and incentive plan outcomes . |
| Avnet | Principal Accounting Officer | 2018–2022 | Led accounting policy and reporting controls as PAO . |
| Avnet | Corporate Controller | 2013–2022 | Owned consolidation and external reporting; interim CFO Aug 2017–Jan 2018 . |
| First Solar | Director of External Reporting & Accounting Research | 2011–2013 | Led external reporting; provided accounting support for acquisitions and sales of solar power projects . |
| PwC | Public accounting (various) | ~10 years | Served a variety of clients across industries; foundational audit and reporting expertise . |
External Roles
- No public company directorships or external roles disclosed for Mr. Jacobson in the proxy .
Fixed Compensation
| Item | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 600,000 | 675,000 | 12.5% increase to align closer to market peers . |
| Target Annual Bonus (% of Base) | 100% | 100% | Target opportunity unchanged YoY . |
| Actual Annual Bonus Paid ($) | 312,000 | 486,000 | FY25 paid at 72% of target (see Performance Compensation) . |
Performance Compensation
Annual Incentive Plan (AIP) – FY2025 Design and Results
| Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Adjusted Operating Income $ (OI$) | 40% | $871.4M | $626.9M | 0% |
| Return on Working Capital (ROWC) | 40% | 13.47% | 10.04% | 0% |
| Relative Market Share | 20% | +50 bps | +376 bps | 200% |
| Non‑Financial (Talent/Leadership/Engagement) | 20% | Individual goals | Achievement 200% | 40% of total |
| Total AIP Payout | — | — | — | 72% of target (Mr. Jacobson $486,000) |
Design notes: AIP weighting 80% financial (OI$, ROWC, Relative Market Share) and 20% individual non‑financial goals; financial payouts capped at 200% and zero below 80% attainment; non‑financial capped at 200% .
Long‑Term Incentive Plan (LTIP) – FY2025 Grants and Structure
| Component | # Units (FY2025 Grant) | Target Value ($) | Vesting | Performance Design |
|---|---|---|---|---|
| RSUs | 17,404 | Part of $1,900,000 total | Four equal installments, first business day in January 2025–2028 | Time‑based. |
| PSUs (target) | 17,406 | Part of $1,900,000 total | 3 one‑year tranches; cliff vest at end of FY2027 | 50% ROIC>WACC, 50% Relative Adjusted EPS; rTSR modifier ±10% . |
PSU achievement:
- FY2025 tranche (FY2025–2027 plan): ROIC>WACC and Relative Adjusted EPS below threshold; rTSR modifier did not change zero outcome; payout 0% .
- FY2024 grant (second tranche, FY2025 performance): 0% earned; cumulative for first two tranches shows Mr. Jacobson has 2,087 PSUs earned to‑date awaiting third‑tranche certification .
- FY2023 grant (third tranche, FY2025 performance): 0% for FY2025 tranche; total earned and vested across all three tranches for Mr. Jacobson was 8,823 shares .
Grant value context: FY2025 LTIP target for Mr. Jacobson was $1.9M (+26.7% YoY), split 50% RSUs and 50% PSUs . No stock options were granted in FY2023–FY2025 .
Pay Governance and Alignment
- Say‑on‑Pay support: 97.83% approval at Nov 22, 2024 meeting .
- Independent consultant: Meridian; assessed independent, no conflicts .
- No excise tax gross‑ups; clawback policy applies to restatements and misconduct .
- No option/SAR repricing without shareholder approval .
Equity Ownership & Alignment
Beneficial Ownership (as of Sept 2, 2025)
| Item | Amount |
|---|---|
| Total Common Stock Beneficially Owned (incl. earned but undelivered) | 97,842 shares |
| Of which: held by K&A Jacobson 2014 Rev Trust | 33,894 shares |
| Earned but not yet vested RSUs | 44,926 shares |
| Earned but not yet vested PSUs | 2,087 shares |
| Stock Options exercisable within 60 days | 0 |
| Ownership as % of shares outstanding | ~0.12% (97,842 / 83,243,137) |
Notes: Avnet outstanding shares were 83,243,137 as of Sept 2, 2025; percent computed from disclosed figures .
Outstanding Equity Awards at FY2025 Year‑End (June 28, 2025)
| Award | Grant Date | Unvested Units | Market Value ($) |
|---|---|---|---|
| RSUs | 8/30/2022 | 3,551 | 186,996 |
| RSUs | 8/29/2023 | 7,498 | 394,845 |
| RSUs | 8/15/2024 | 13,053 | 687,371 |
| PSUs (unearned/earned but undelivered) | 8/29/2023 | 7,086 | 373,149 |
| PSUs (unearned/earned but undelivered) | 8/15/2024 | 11,604 | 611,067 |
Vesting schedules:
- RSUs: 25% each on the first business day in January of 2025 through 2028 (for FY2025 grants); comparable 4‑installment schedule applies for other RSUs per equity plan .
- PSUs: Banked by fiscal‑year tranche; earned tranches vest and deliver at end of FY2027 (for FY2025 grants) upon committee certification .
Policies and guidelines:
- Anti‑hedging/anti‑pledging policy for Directors and executive officers; no exceptions approved in last fiscal year .
- Stock ownership guidelines: CFO must hold 3x base salary; executives were in compliance as of June 28, 2025 .
Employment Terms
Severance and Change‑of‑Control (CoC)
- Executive Severance Plan: If terminated without cause, lump sum equal to base salary plus target bonus; continued healthcare during severance period .
- CoC agreements: If actually or constructively terminated within 24 months of a CoC, cash severance equal to 2.99x (base salary + target bonus), pro‑rated incentive, accelerated equity vesting; no excise tax gross‑ups; Section 409A compliant .
Potential Payouts (Estimated at June 28, 2025)
| Scenario | Cash Severance ($) | RSUs Settlement ($) | PSUs Settlement ($) | Welfare/Life/Retirement ($) |
|---|---|---|---|---|
| Death | — | 1,269,212 | 574,520 | Life: 500,000; Pension: 171,509; Restoration: 155,016 |
| Disability | — | — | 574,520 | Pension: 171,509; Restoration: 155,016 |
| Termination Without Cause | 1,350,000 | — | — | Pension: 171,509; Restoration: 155,016 |
| Change of Control Termination | 4,036,500 | 1,269,212 | 1,448,835 | Welfare: 101,953; Pension: 171,509; Restoration: 155,016 |
Additional terms:
- Retirement definition for equity (age/service criteria) requires signing a non‑compete to receive retirement treatment under stock plans .
- Clawback: Company must recoup incentive‑based compensation upon financial restatement; may also seek recovery for misconduct or failure to report misconduct; applies to current/former executive officers and employees as required .
Compensation Structure Analysis
- Mix shift and risk: No stock options granted in recent years; LTIP delivered via 50/50 RSUs/PSUs, lowering leverage and emphasizing retention alongside performance conditions .
- Year‑over‑year changes (CFO): Base salary increased 12.5% to $675k; LTIP target up 26.7% to $1.9M; AIP paid 72% of target ($486k), reflecting strong relative market share and non‑financial results despite OI$/ROWC shortfall .
- Pay‑for‑performance: FY2025 PSU tranches (and affected FY2024/FY2023 tranches) paid 0% for the year due to under‑performance on ROIC>WACC and Relative Adjusted EPS, aligning realized equity with results .
- Governance safeguards: No option/SAR repricing; no excise tax gross‑ups; anti‑hedging/pledging; strong say‑on‑pay support (97.83%) .
Performance & Track Record
| Measure | FY2024 | FY2025 | YoY Change |
|---|---|---|---|
| Sales ($M) | 23,757.1 | 22,200.8 | -6.6% |
| Adjusted Operating Income ($M) | 900.0 | 624.0 | -30.7% |
| Adjusted Diluted EPS ($) | 5.34 | 3.44 | -35.6% |
| Company TSR (Value of $100) | 218.81 | 229.61 | +$10.80 |
Notes: FY2025 AIP outcomes reflected these results, with 0% payout on OI$ and ROWC, offset by strong relative market share and maximum non‑financial achievements .
Additional Reference: Compensation Peer Group
- FY2025 benchmarking peers included: Arrow Electronics, Celestica, CDW, Flex, Genuine Parts, Hewlett Packard Enterprise, Insight Enterprises, Jabil, Sanmina, TD SYNNEX, TE Connectivity, W.W. Grainger, WESCO, Western Digital .
Investment Implications
- Alignment and retention: Jacobson’s compensation embeds strong performance linkage (0% PSUs for FY2025 tranches) and meaningful ongoing equity exposure via RSUs; executives meet ownership guidelines (CFO: 3x salary), and hedging/pledging is prohibited, supporting alignment with shareholders .
- Vesting supply: RSUs vest 25% annually each January (FY2025 grants through 2028), implying periodic settlement-related liquidity events; current unvested RSUs/PSUs total over 37k units that will deliver over time, contingent on service and PSU performance .
- Event risk: CoC terms (2.99x base+target, equity acceleration) could create sizable cash/equity payouts post‑transaction; no excise gross‑up moderates shareholder cost .
- Execution risk: FY2025 shortfalls in OI$ and ROWC, alongside lower adjusted EPS, kept PSU vesting at 0% for the year; monitoring improvements in ROIC>WACC and relative EPS will be key to future realized equity value .