Richard J Marano Promotion Letter
GRETCHEN ZECH
SENIOR VICE PRESIDENT
CHIEF GOVERNANCE, SUSTAINABILITY,
AND HUMAN RESOURCES OFFICER
September 14, 2023
Mr. Richard J. Marano
Centennial, Colorado
Dear Rick,
On September 13, 2023, Arrow Electronics’ Board of Directors approved your appointment as President, Global Components, contingent upon you executing the attached Exhibit B, Form of Executive Restrictive Covenants
Agreements of the Executive Change In Control Retention Agreement effective October 1, 2023, and Exhibit B,
Form of Executive Restrictive Covenants Agreements of the Executive Severance Policy effective October 1, 2023.
The position is located in our office in Centennial, Colorado and reports to Sean J. Kerins, President and Chief Executive Officer. I am delighted to confirm the following changes to your compensation.
Base Salary
Effective October 1, 2023, your annualized base salary will increase to $500,000.00, payable in monthly
installments and in accordance with the Arrow Electronics, Inc.’s (the “Company”) standard payroll practices.
Short-Term Incentive
Your participation in the Management Incentive Compensation Plan (the “MICP”) continues. Effective
October 1, 2023, your short-term incentive target will increase to $500,000.00. The actual incentive you earn
may be higher or lower depending on business results and your individual performance, subject to a cap equal
to $850,000.00 and the terms and conditions of the MICP. For the 2023 plan year, your target incentive and
the cap will be prorated based upon changes to the amount of your incentive target throughout the year.
The Compensation Committee of Arrow Electronics’ Board of Directors (the “Compensation Committee”) has
overall responsibility for evaluating the final results under the MICP and determining the amount of the final
payout of your award and has the sole discretion to adjust awards, upward or downward, based on its
evaluation of the quality of results in any year and your individual performance up until the time an award is
determined and paid. Your MICP award is contingent upon approval by the Compensation Committee and is
not earned or vested until it is paid.
Mr. Richard J. Marano
September 14, 2023
Page 2
Short-Term Incentive (continued)
You must be employed by the Company in good standing on the date of payment to earn and receive an
MICP award. In the event your employment with the Company terminates for any reason other than death
before the MICP award is paid, including due to your voluntary termination, the MICP award will not be
earned or vested, and you will have no right to receive, and the Company will have no obligation to pay to
you, your MICP award. In the event your employment relationship with the Company ends as a result of
your death, your MICP award will be prorated for the time you were actively employed by the Company.
Your MICP award, if any, will be paid on or before March 15 of the subsequent calendar year.
Benefits
You remain eligible to participate in the Company’s market-based employee benefits (health, dental, life,
401(k), short-term disability, and long-term disability). In addition, you may participate in additional
programs provided to the executive management team (the Supplemental Executive Retirement Plan, the
Management Insurance Program, and the Executive Health Program). Please refer to the applicable plan
documents for information about eligibility and coverage.
Long-Term Incentive Program
You remain eligible to participate in the Long-Term Incentive Program (the “LTIP”), as determined by the
Company from time to time. The LTIP, your eligibility for participation in the LTIP, and all LTIP awards shall
be subject to the discretion and approval of the Compensation Committee, the terms and conditions of
Arrow Electronics’ 2004 Omnibus Incentive Plan, as amended from time to time, and any award agreement
issued to you in connection with the grant of an LTIP award.
Equity Governance Programs and Company Policy
You continue to be required to abide by all applicable Company policies, including the Arrow Worldwide Code of
Business Conduct and Ethics, the Company’s Insider Trading Policy, the Company’s Trading Window, the Company’s Anti-Hedging and Anti-Pledging Policy, and the Company’s Executive Stock Ownership Guidelines
In addition, as an Executive Officer of the Company, effective October 1, 2023, you will be subject to the
Company’s Dodd-Frank Compensation Clawback Policy and the Securities Exchange Act of 1934 (the “Exchange
Act”).
The Dodd-Frank Compensation Clawback Policy provides for the recoupment of certain Incentive-Based Compensation in the event of an accounting Restatement (as such capitalized terms are defined in the Dodd-Frank Compensation Clawback Policy), subject to certain limited exceptions, regardless of your individual knowledge of or responsibility for an accounting Restatement.
Mr. Richard J. Marano
September 14, 2023
Page 3
Equity Governance Programs and Company Policy (continued)
Arrow’s Board of Directors adopted an executive equity ownership policy to align the interests of its
key executives with the interests of shareholders and further promote the Company’s commitment to
sound corporate governance. Although the Guidelines may be amended from time to time by the
Compensation Committee, based on the Guidelines effective February 16, 2022, you will be required to
own an amount of Arrow (ARW) equity whose value equals or exceeds three (3) times the amount of
your annualized base salary within five (5) years of being subject to the Guidelines. In the event
requirements have not been met by September 30, 2028, 100% of net shares are to be retained until
requirements are met. Net shares are those shares that remain after shares are sold or netted to pay
withholding taxes.
As an insider of a public company, Section 16 of the Exchange Act will prohibit you from engaging in
short-sale transactions in the Company’s equity securities, will require you to report your direct and
indirect ownership of the Company’s equity securities and any transactions in such securities to the
U.S. Securities and Exchange Commission within two business days, and will require you to disgorge any
short-swing profits. Thus, you must notify the Human Resources and Legal teams before engaging in
any transaction in Arrow securities so that they may ensure that you comply with all SEC rules and
reporting obligations.
This letter shall not be construed as a contract of employment for a fixed period of time. Your employment
is at-will which means that either you or the Company are free to end your employment at any time. Your
post-employment obligations will be governed by Exhibit B, Form of Executive Restrictive Covenants
Agreements of the Executive Change In Control Retention Agreement effective October 1, 2023, and
Exhibit B, Form of Executive Restrictive Covenants Agreements of the Executive Severance Policy
effective October 1, 2023.
This letter confirms all of the terms of employment and supersedes any prior understandings or agreements,
whether oral or written, between you and the Company, and may not be amended or modified except by an
express written agreement signed by the Senior Vice President, Chief Governance, Sustainability, and Human
Resources Officer.
Mr. Richard J. Marano
September 14, 2023
Page 4
Rick, congratulations, and welcome to the Executive Committee. We look forward to your joining us, and
wish you much success as you take this next step in your career with Arrow. Feel free to call me with any
questions you may have.
Best Regards,
/s/ Gretchen Zech
Gretchen Zech
Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer
Accepted and agreed to this day:
/s/ Richard J. Marano September 16, 2023
RICHARD J. MARANODATE
