Virginia Henkels
AVNETAbout Virginia L. Henkels
Independent director of Avnet (AVT) since 2024; age 57. Former EVP, CFO & Treasurer of Swift Transportation (2008–2017) and CFO/Secretary of Empowerment & Inclusion Capital I Corp. (2020–2023). Current AVT committee memberships: Audit and Corporate Governance; designated as an SEC “audit committee financial expert.” Primary qualifications: finance, risk management/resiliency, international business; board notes benefits from her experience in capital markets, investor relations, strategy, financial reporting, audit, and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swift Transportation Company | EVP, CFO & Treasurer | 2008–2017 | Finance, reporting, audit oversight (experience cited by AVT Board) |
| Empowerment & Inclusion Capital I Corp. (SPAC) | CFO & Secretary | 2020–2023 | Equity/inclusion-focused SPAC; finance and governance experience |
| Honeywell International, Inc. | Finance & accounting leadership roles | 1990–2002 | Global diversified tech; finance and operations exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pursuit Attractions and Hospitality, Inc. (NYSE: PRSU; f/k/a Viad Corp) | Director | Since Nov 2017 | Continues service post-rename |
| LCI Industries (NYSE: LCII) | Director | Since Sept 2017 | Public company board |
| Isaac Instruments (private) | Director | Since Mar 2023 | Privately held |
| Echo Global Logistics (Nasdaq: ECHO) | Director | 2018–2021 | Prior public board |
Board Governance
- Independence: AVT Board determined Ms. Henkels is independent under Nasdaq and AVT standards; one of nine independent nominees in 2025 .
- Committee assignments and roles:
- Audit Committee member; committee met 8 times in FY2025; she is one of three SEC-defined “financial experts” (with Khaykin and Maddock) .
- Corporate Governance Committee member; committee met 4 times in FY2025 .
- Attendance and engagement:
- All directors attended the 2024 Annual Meeting (Nov 22, 2024), consistent with AVT’s expectation of director attendance at annual and scheduled board/committee meetings .
- Board structure and practices:
- Independent Chair (Rodney Adkins) with regular executive sessions of independent directors; flexible separation of Chair/CEO roles .
- Board service limits: retired directors may serve on up to four additional public boards; Ms. Henkels’ two current public boards are within guideline .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $94,355 | Prorated; elected Aug 15, 2024 |
| Stock Awards (grant-date fair value) | $248,361 | Prorated annual director equity |
| Total | $342,716 | Sum of cash + equity |
Director compensation program (standard annual amounts, before proration):
| Item | Annual Amount | Mix/Notes |
|---|---|---|
| Cash Retainer | $100,000 | Base cash retainer |
| Equity | $180,000 | Delivered generally in early January |
| Total | $280,000 | Cash/Equity mix 36%/64% |
| Audit Committee Chair Retainer | $25,000 | Additional for chair |
| Audit Committee Member Retainer | $7,500 | Additional for members |
| Corporate Governance Committee Chair Retainer | $15,000 | Additional for chair |
Performance Compensation
| Feature | Detail |
|---|---|
| Performance-conditioned metrics on director pay | None disclosed; program comprises fixed cash retainer and fixed-value equity grant . |
| Equity grant timing | Equity generally delivered in early January; deferrable into phantom stock units . |
| Deferred compensation plan | Directors may defer cash and/or equity; equity deferrals become phantom stock units settled in common stock upon board departure or change of control; cash deferrals accrue interest at U.S. 10-year Treasury rate; no “above market” earnings in FY2025 . |
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Assessment |
|---|---|---|
| PRSU (Viad) | Attractions/hospitality | No AVT-disclosed related person transactions; independence affirmed . |
| LCI Industries | RV components | No AVT-disclosed related person transactions; independence affirmed . |
| Isaac Instruments | Private telemetry | No AVT-disclosed related person transactions; independence affirmed . |
| Echo Global Logistics (prior) | Logistics | Prior role; no AVT-disclosed related person transactions . |
Expertise & Qualifications
- Finance, accounting, capital markets, investor relations, strategy development, risk management, financial reporting, audit, corporate governance .
- SEC-identified audit committee financial expert; meets Nasdaq audit committee sophistication requirement .
- International business and risk management/resiliency credentials per AVT’s skills matrix .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common Stock beneficially owned | 4,752 | As of Sept 2, 2025 |
| Phantom Stock Units included | 3,487 | Included in ownership line |
| Percent of Shares Outstanding | <1% | Less than 1%; 83,243,137 shares outstanding |
| Hedging/Pledging | Prohibited; no exceptions approved in FY2025 | |
| Director Ownership Guideline | 5x annual cash retainer within 5 years; all nominees “following these guidelines” |
Governance Assessment
- Strengths: Independent status, dual committee service (Audit and Corporate Governance), and designation as an SEC audit committee financial expert enhance financial oversight and governance rigor. Active board practices (executive sessions, independent chair) and documented committee activity levels indicate engaged oversight; attendance at the 2024 Annual Meeting supports engagement .
- Alignment: Director pay mix emphasizes equity (64%) and ownership guidelines require 5x cash retainer within five years; anti-hedging/anti-pledging policy with no exceptions in FY2025 further aligns director incentives with shareholder interests .
- Conflicts/Red Flags: AVT outlines robust related-person transaction policies and audit committee review; independence affirmed. No “above market” earnings in the deferred plan, Section 16 filings were timely, and no exceptions to hedging/pledging were approved—no disclosed red flags related to Ms. Henkels in FY2025 .
Overall signal: Solid governance profile with strong finance/audit expertise and policy-based alignment (ownership guidelines; anti-hedge/pledge). No disclosed conflicts or engagement concerns pertaining to Ms. Henkels in the latest proxy .