Form 4: Avnet Director Oleg Khaykin Boosts Equity Stake Through Deferred Compensation

Avnet Inc. Director Oleg Khaykin acquired 581 phantom stock units by deferring his quarterly cash retainer, aligning his interests further with shareholders.

Summary

• Oleg Khaykin, a Director at Avnet Inc. (AVT), acquired 581 Phantom Stock Units (PSUs) on July 1, 2025.
• This acquisition resulted from his election to defer 100% of his quarterly cash retainer.
• The PSUs were issued in lieu of cash at a price of $52.77 per share, consistent with the Avnet, Inc. Deferred Compensation Plan for Outside Directors.
• Each PSU is equivalent to one share of Avnet's common stock and will be settled in common stock upon Mr. Khaykin's departure from the Board or a change of control of the Issuer.
• Following this transaction, Oleg Khaykin beneficially owns a total of 49,830 Phantom Stock Units.
• He also directly owns 9,000 shares of Avnet Common Stock.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a director through deferral of cash compensation is generally viewed positively as it aligns the director's interests with shareholders and signals confidence in the company's long-term performance. The transaction itself is small in scale relative to the company's overall market capitalization, hence not a 'strong buy' signal, but a positive indicator of insider confidence.

Positives

• Director Oleg Khaykin's decision to defer 100% of his cash retainer into phantom stock units demonstrates a strong alignment of his interests with those of Avnet shareholders.
• The acquisition of 581 PSUs increases his beneficial ownership in the company, signaling confidence in future performance and long-term value creation.

Future Outlook

The Phantom Stock Units acquired by Oleg Khaykin will be settled in Avnet's common stock after he leaves the Issuer's Board or upon a change of control of the Issuer.

Management Comments

• The reporting person has elected to defer 100% of the director's quarterly cash retainer, so PSUs were issued in lieu of cash, pursuant to the Avnet, Inc. Deferred Compensation Plan for Outside Directors.

Industry Context

This transaction represents a routine insider compensation event, where a director opts for equity-based compensation over cash. This practice is common across various industries as a mechanism to align the interests of board members with long-term shareholder value, reflecting standard corporate governance practices rather than specific industry trends.

Comparison to Industry Standards

• The use of Phantom Stock Units (PSUs) as a component of director compensation, particularly through deferral of cash retainers, is a widely adopted practice among publicly traded companies across various sectors.
• This approach is consistent with global benchmarks for corporate governance, which emphasize aligning the incentives of board members with the long-term performance of the company and shareholder interests.

Corporate Governance

Related Party Transactions

• Oleg Khaykin, a Director of Avnet, Inc., acquired 581 Phantom Stock Units from the company by deferring his cash compensation, pursuant to the Avnet, Inc. Deferred Compensation Plan for Outside Directors. This is an insider transaction, a form of related party dealing between the company and its director regarding compensation.

Stakeholder Impact

• Shareholders: The deferral of cash compensation into equity by a director generally signals confidence in the company's future, potentially viewed positively by shareholders as it aligns director incentives with shareholder returns and long-term growth.
• Employees: No direct impact on employees is indicated by this specific transaction.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this specific transaction.

Next Steps

• Settlement of the Phantom Stock Units will occur when Oleg Khaykin leaves Avnet's Board or upon a change of control of Avnet.

Key Dates

Keywords

Avnet, AVT, Oleg Khaykin, SEC Form 4, Insider Transaction, Phantom Stock Units, Deferred Compensation, Director Compensation, Equity Compensation, Beneficial Ownership