Michael McCoy
AVNETAbout Michael McCoy
Michael R. McCoy (age 49) serves as Senior Vice President, General Counsel and Chief Legal Officer at Avnet, Inc. (AVT) since April 2020, having joined Avnet in 2010; prior roles included General Counsel, International; Assistant General Counsel/EMEA General Counsel; and Corporate Secretary, with earlier experience at two international law firms and the SEC’s Division of Corporation Finance . Avnet’s recent performance saw FY2025 sales of $22.2B and diluted EPS of $2.75 versus FY2024 sales of $23.76B and EPS of $5.43, while adjusted operating income dollars fell from $900.0M to $624.0M; the 5-year “Company TSR” value rose to 229.61 in FY2025 (from 218.81 in FY2024) indicating long-run stock accretion despite near-term profit compression .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avnet, Inc. | Senior Vice President, General Counsel and Chief Legal Officer | Since Apr 2020 | Leads legal, governance, compliance; supports enterprise strategy and risk oversight |
| Avnet, Inc. | General Counsel, International | May 2019 – Apr 2020 | Oversaw international legal matters; supported global operations |
| Avnet, Inc. | Assistant General Counsel; EMEA General Counsel | 2017 – 2019 | Regional counsel leadership; EMEA legal risk management |
| Avnet, Inc. | Corporate Secretary | 2013 – 2017 | Board/SEC governance, disclosure, corporate records |
| Avnet, Inc. | Various Legal Roles | Since 2010 | Progressive leadership across geographies/functions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. SEC, Division of Corporation Finance | Attorney | Not disclosed | Public company disclosure and regulatory experience |
| International Law Firm(s) | Attorney | Not disclosed | Complex corporate and securities practice exposure |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $595,000 | $595,000 |
| Target Bonus ($) | Not disclosed | $476,000 | $476,000 |
| Target Bonus (% of Salary) | Not disclosed | 80% | 80% |
| Actual Annual Cash Incentive ($) | $581,691 | $247,520 | $342,720 |
Performance Compensation
Annual cash incentive design (FY2025): 80% financial metrics (Adjusted OI$, ROWC, Relative Market Share) and 20% individualized non-financial goals (talent/leadership/engagement) .
| Metric | Weighting | Target | Actual | FY2025 Payout |
|---|---|---|---|---|
| Adjusted Operating Income $ | 40% | $871.4M | $626.9M | 0% of metric (below threshold) |
| ROWC (%) | 40% | 13.47% | 10.04% | 0% of metric (below threshold) |
| Relative Market Share (bps) | 20% | +50 bps | +376 bps | 200% of metric |
| Non-Financial Goals | 20% | Individualized | Achieved at 200% | 40% of total target via weighting |
FY2025 total payout for McCoy: Financial portion earned 32% of target ($152,320) plus non-financial at 200% of the 20% slice ($190,400) = 72% of target ($342,720) .
Long-term incentives and vesting:
- FY2025 grant: RSUs 13,420; PSUs 13,421 (target value $1,465,000; RSU grant-date fair value $698,982; PSU grant-date fair value $682,670) .
- RSU vesting: 25% each January 2025–2028 .
- PSU structure: three one-year tranches (FY2025–FY2027), collectively vest end of FY2027; metrics are ROIC>WACC and Relative Adjusted EPS Growth, with rTSR modifier .
- FY2025 PSU outcomes across active plans: 0% earned for FY2025 tranches (missed ROIC and relative EPS growth), rTSR modifier negative but moot due to zero base .
| PSU Plan | Tranche Assessed | Target PSUs | PSUs Earned |
|---|---|---|---|
| FY2023 Grant (third tranche) | FY2025 | 3,978 | 0 |
| FY2024 Grant (second tranche) | FY2025 | 4,332 | 0 |
| FY2025 Grant (first tranche) | FY2025 | 4,474 | 0 |
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Common Stock (direct/indirect) | 80,437 |
| Stock Options Exercisable within 60 Days | 68,344 |
| Total Beneficial Ownership | 148,781 |
| RSUs earned but not yet vested | 34,690 |
| PSUs earned but not yet vested | 1,809 |
| Stock Ownership Guideline | 3x base salary for General Counsel; all NEOs in compliance as of 6/28/2025 |
| Hedging/Pledging | Hedging prohibited; pledging prohibited without advance approval; no exceptions approved in last fiscal year |
| Clawback | Mandatory recoupment on restatements; discretionary for misconduct; no reimbursement allowed |
Outstanding equity awards (selected):
| Grant Date | Instrument | Status | Qty | Exercise Price | Expiration |
|---|---|---|---|---|---|
| 11/16/2020 | Options | Exercisable | 36,292 | $29.85 | 11/15/2030 |
| 8/23/2021 | Options | Exercisable/Unexercisable | 24,039 / 8,013 | $39.62 | 8/22/2031 |
| 8/29/2023 | RSUs | Unvested | 6,498 | — | — |
| 8/29/2023 | PSUs (earned banked) | Unvested | 6,142 | — | — |
| 8/15/2024 | RSUs | Unvested | 10,065 | — | — |
| 8/15/2024 | PSUs (at target assumptions for remaining tranches) | Unvested | 8,947 | — | — |
Option exercises and stock vested (FY2025): McCoy had no option exercises; vested 19,601 shares (RSUs+PSUs) valued at $1,029,261 (RSUs: 12,190 shares/$637,293; PSUs: 7,411 shares/$391,968) .
Employment Terms
| Provision | Details |
|---|---|
| Executive Severance Plan | If not covered by employment agreement: 1x annual base salary; CEO 2x; health continuation; incentive based on performance |
| Employment Agreements (NEOs not in Severance Plan) | If terminated without cause: lump sum equals base annual salary plus target bonus |
| McCoy Estimated Severance (Company Termination w/o Cause) | $1,071,000 |
| Change of Control Agreement (all NEOs) | If terminated within 24 months of CoC (including constructive termination): 2.99x (salary + target incentive); accelerate and deliver all equity awards; no excise tax gross-ups |
| McCoy Estimated CoC Termination Payout | $3,202,290 (cash severance) plus accelerated equity values and welfare benefits as shown |
| Retirement Definition (for equity) | Age ≥55, 5 years service, age+service ≥65, non-compete signed |
Retirement & Deferred Plans
| Plan | Present Value of Accumulated Benefit (FY2025) |
|---|---|
| Pension Plan (cash balance) | $194,647 |
| Restoration Plan (nonqualified) | $135,630 |
Compensation Governance, Peer Group, and Shareholder Feedback
- Compensation Committee (independent; Meridian as consultant; no conflicts; robust benchmarking) .
- FY2025 peer group used for benchmarking includes Arrow, Celestica, CDW, Flex, Genuine Parts, HPE, Insight, Jabil, Sanmina, TD SYNNEX, TE Connectivity, Grainger, WESCO, Western Digital .
- 2024 Say-on-Pay approval: 97.83% support .
- 2025 Stock Plan: New 2025 plan authorizes 3.0M shares; estimated dilution ~8%; 3-year average burn rate 1.4% .
FY2024–FY2025 Company Performance Context
| Metric | FY2024 | FY2025 | Change |
|---|---|---|---|
| Sales ($MM) | $23,757.1 | $22,200.8 | -6.6% |
| Operating Income ($MM) | $844.4 | $514.3 | -39.1% |
| Adjusted Operating Income ($MM) | $900.0 | $624.0 | -30.7% |
| Diluted EPS ($) | $5.43 | $2.75 | -49.4% |
| Adjusted Diluted EPS ($) | $5.34 | $3.44 | -35.6% |
Investment Implications
- Pay-for-performance alignment is intact: FY2025 short-term incentives paid at 72% driven entirely by market share and people metrics; financial metrics paid 0% amid profit pressure, and all FY2025-linked PSU tranches earned 0%, signaling strict discipline and downside outcomes for equity-based pay when targets are missed .
- Retention risk appears moderated by guideline-compliant ownership, anti-hedging/pledging policy, and substantial unvested RSUs/PSUs; however, with PSUs at zero for FY2025 tranches, future realizations depend on ROIC>WACC and relative EPS recovery .
- Change-of-control economics are typical at 2.99x salary+bonus with full acceleration and no tax gross-ups, capping potential parachute risk and aligning with shareholder-friendly norms .
- Governance signals are strong (independent committee/consultant; high say-on-pay support), while the 2025 equity plan’s 8% estimated dilution necessitates monitoring of grant pacing and burn rate versus value creation .