Form 4: Avnet Director Defers Stock Grant, Acquires PSUs

Avnet Director Brenda Freeman defers her annual stock grant, receiving 4,078 Phantom Stock Units as part of the company's deferred compensation plan.

Summary

• Brenda Freeman, a Director at Avnet, Inc. (AVT), acquired 4,078 Phantom Stock Units (PSUs) on January 2, 2026.
• The acquisition resulted from deferring 100% of her annual stock grant under the Avnet, Inc. Deferred Compensation Plan for Outside Directors.
• Each PSU is equivalent to one share of Avnet's common stock.
• The annual stock grant was based on a price of $49.04 per share.
• Following this transaction, Brenda Freeman beneficially owns a total of 35,845 Phantom Stock Units.
• These PSUs will be settled in Avnet's common stock after Ms. Freeman leaves the Board or upon a change of control of the Issuer.

Sentiment

Score: 6

Explanation: Slightly positive, as the deferral of compensation into equity-linked units demonstrates director alignment with long-term shareholder interests, which is generally viewed favorably.

Positives

• The deferral of the annual stock grant into Phantom Stock Units demonstrates alignment of the director's interests with long-term shareholder value, as settlement is tied to future events or departure.
• Participation in the deferred compensation plan indicates a structured approach to director remuneration and retention.

Future Outlook

The Phantom Stock Units will be settled in Avnet's common stock after Brenda Freeman leaves the Issuer's Board or upon a change of control of the Issuer.

Management Comments

• The reporting person deferred 100% of the annual stock grant, resulting in the issuance of PSUs pursuant to the Avnet, Inc. Deferred Compensation Plan for Outside Directors.

Industry Context

This transaction is a routine insider filing (Form 4) detailing director compensation. Deferred compensation plans for outside directors, often involving equity-linked instruments like Phantom Stock Units, are common practice in publicly traded companies to align director incentives with long-term company performance and shareholder interests.

Comparison to Industry Standards

• The use of Phantom Stock Units for director compensation is a standard practice across many industries, including technology distribution, aligning director interests with long-term shareholder value without immediate dilution.
• Companies like Arrow Electronics (ARW) and Tech Data (now part of TD SYNNEX SNX) often employ similar equity-based compensation structures for their non-employee directors, emphasizing long-term retention and performance alignment.

Corporate Governance

Related Party Transactions

• The acquisition of Phantom Stock Units by a director as part of their compensation plan is a standard related party transaction, disclosed as required by SEC regulations.

Stakeholder Impact

• Shareholders: Benefits from increased alignment of director incentives with long-term company performance.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Settlement of the Phantom Stock Units in Avnet common stock upon Brenda Freeman's departure from the Board or a change of control of Avnet.

Key Dates

Keywords

Avnet, AVT, Brenda Freeman, Phantom Stock Units, PSUs, Director Compensation, Deferred Compensation Plan, Insider Transaction, Form 4