
OUR 2022 ANNUAL MEETING AND PROXY STATEMENT	Wednesday, May 11, 2022 at 8:00 a.m. MT Hyatt Regency Denver Tech Center 7800 East Tufts Avenue Denver, Colorado 80237

March 30, 2022

Dear Shareholder:

You are invited to Arrow Electronics, Inc.’s (“Arrow” or the “Company”) Annual Meeting of Shareholders (“Annual Meeting”) on Wednesday, May 11, 2022. The formal notice of the Annual Meeting and the Proxy Statement soliciting your vote at the Annual Meeting appear on the following pages.


The matters scheduled to be considered at the Annual Meeting are:		Arrow’s Board suggests following its recommended vote on each proposal as being in the best interests of Arrow and urges you to read the Proxy Statement carefully before you vote.
>	the election of the Board of Directors (“Board”);
>	the ratification of the appointment of Ernst & Young LLP as Arrow’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and
>	the holding of an advisory vote on named executive officer compensation.
These matters are discussed more fully in the Proxy Statement.

Under the rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders online rather than mailing printed copies to each shareholder. Accordingly, you will not receive a printed copy of the proxy materials unless you request one. The Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting (the “Notice”) includes instructions on how to access and review the materials, and how to access your proxy card and vote online. If you would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice.

Please make sure you vote whether or not you plan to attend the Annual Meeting. You can cast your vote in person at the Annual Meeting, online by following the instructions on either the proxy card or the Notice, by telephone, or, if you received paper copies of our proxy materials, by mailing your proxy card in the postage-paid return envelope.

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WHEN: Wednesday, May 11, 2022 8:00 a.m. MT WHERE: Hyatt Regency Denver Tech Center 7800 East Tufts Avenue Denver, Colorado 80237 AGENDA: 1. Elect the directors for the ensuing year. 2. Ratify the appointment of Ernst & Young LLP as Arrow’s independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Hold an advisory vote on named executive officer compensation. 4. Transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.	NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
		March 30, 2022 You are invited to Arrow’s Annual Meeting on Wednesday, May 11, 2022. Only shareholders of record at the close of business on March 16, 2022, are entitled to notice of and to vote at the Annual Meeting. Shareholders can vote online, by telephone, by completing and returning the proxy card, or by attending the Annual Meeting. The Notice and the proxy card have detailed instructions for voting, including voting deadlines.

		Internet Visit the website noted on your proxy card to vote online.	Telephone Use the toll-free number on your proxy card to vote by telephone.	Mail Sign, date, and return your proxy card in the enclosed envelope to vote by mail.	In Person Cast your vote in person at the annual meeting.
		Shareholders may revoke a proxy (change or withdraw their votes) at any time prior to the Annual Meeting by following the instructions in the Proxy Statement. You may request a printed copy of the proxy materials and Arrow’s Annual Report by calling 1-800-579-1639, sending an e-mail to investor@arrow.com, or visiting the following website: investor.arrow.com/financials/financial-results. The proxy materials and Arrow’s 2021 Annual Report (which is not a part of the proxy soliciting material) will be available through www.proxyvote.com on or about March 30, 2022, at investor.arrow.com/financials/financial-results.


		By Order of the Board of Directors,

			Carine L. Jean-Claude Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held on May 11, 2022

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LETTER FROM THE CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER

At Arrow, we bridge the gap between the possible and the practical through a way of thinking called ‘Five Years Out’ and applying technologies to make it happen. It’s that mindset, that operating model, and that view of the world that allows us to consistently inspire, reimagine, and deliver on the call to action.

When you work in the world of Five Years Out, technology, processes, and decisions move faster every day.

Five Years Out also means we are meaningfully invested in the betterment and improvement of people, communities, and the planet. Smart cities, smart homes, and smart transportation all have the potential to improve lives while simultaneously driving demand for the products we sell and expanding our addressable market. We are pleased to see this evidenced in the strong results generated this year, which you’ll find detailed in our performance highlights section.

While we faced many challenges in 2021, we remained committed to the people who sell, market, design, and engineer our products and solutions. We believe our team of nearly 21,000 employees globally is the key to our competitive differentiation. It is our people who power our performance, our brand, and our success over the long term. We will continue investing in our people.

Additionally, as a trusted partner in a complex value chain, we believe Arrow is uniquely positioned to facilitate environmental and social stewardship and collaborate with customers and suppliers to achieve our shared sustainability goals. Applying the power of technology and innovation to address the world’s economic, social, and environmental challenges continues to drive enhancements to our product suite, expansions to our customer and supplier roster, and increased value for our shareholders.

With innovation and impact as our guides, we look to our long-term stock performance as a reflection of our successful Arrow strategy. As part of our commitment to strategic and operational excellence, we have sharpened our focus on our environmental, social, and governance (“ESG”) strategy and execution. In February 2022, we enhanced management oversight of ESG matters by elevating Gretchen Zech to an expanded role as Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer, demonstrating the Company’s commitment to executive-level leadership on ESG matters. Arrow strives to conduct business in a way that is sustainable for the long-term, as depicted in our inaugural ESG report released in 2022.

Guiding today’s innovators to create a better tomorrow is a big responsibility. In the pages that follow, you’ll find more information about how Arrow’s focus on governance and structure supports our sustainable business practices. We welcome your input and appreciate your support.


		Sincerely,

		Michael J. Long
		Chairman, President, and Chief Executive Officer

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2022 ANNUAL
PROXY STATEMENT

PROXY STATEMENT

2022 Annual Meeting Information

THE PURPOSE OF THIS PROXY STATEMENT

The Board of Arrow, a New York corporation, is furnishing this Proxy Statement to shareholders of record to solicit proxies to be voted at the 2022 Annual Meeting. By returning a completed proxy card, or voting by telephone or internet, you are giving instructions on how your shares are to be voted at the Annual Meeting. The Proxy Statement is available through www.proxyvote.com.

VOTING INSTRUCTIONS

Invitation to the
Annual Meeting

Shareholders of record at the close of business on March 16, 2022, are invited to attend the 2022 Annual Meeting on Wednesday, May 11, 2022, beginning at 8:00 a.m. MT.

The Annual Meeting will be held at:

Hyatt Regency Denver Tech Center
7800 East Tufts Avenue
Denver, Colorado 80237

Please vote your shares by telephone or online, or if you received printed copies of the proxy materials, complete, sign, and date your proxy card and return it promptly in the postage-paid return envelope provided. You are urged to vote whether or not you plan to attend the Annual Meeting at your earliest convenience.

If your shares are held in “street name” (that is, in the name of a bank, broker, or other holder of record), you should receive instructions from the record shareholder that must be followed in order for such shares to be voted (including at the Annual Meeting). Internet and/or telephone voting will also be offered to shareholders owning shares in “street name” through most banks and brokers.

Unless you indicate otherwise, the persons named as proxies on the proxy card will vote your shares represented in a properly executed proxy card “FOR” all of the nominees for director named in this Proxy Statement, “FOR” the ratification of the appointment of Ernst & Young LLP as Arrow’s independent registered public accounting firm, and “FOR” approval of the named executive officer compensation as described in the Compensation Discussion and Analysis.

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	2022 ANNUAL
		PROXY STATEMENT

SHAREHOLDERS ENTITLED TO VOTE

Only shareholders of record of Arrow’s common stock at the close of business on March 16, 2022 (“Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 67,026,363 shares of Arrow common stock outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting. The presence in person or by proxy of a majority of the shares entitled to vote at the Annual Meeting shall constitute a quorum.

For a period of at least ten (10) days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting will be open to the examination of any shareholder during ordinary business hours. In addition, a complete list of shareholders entitled to vote at the Annual Meeting will be open to the examination of any shareholder during the meeting.

REVOCATION OF PROXIES

The person giving a proxy may revoke it at any time prior to the time it is voted at the Annual Meeting by giving written notice to Arrow’s Corporate Secretary, Carine L. Jean-Claude, at Arrow Electronics, Inc., 9201 East Dry Creek Road, Centennial, Colorado 80112. If the proxy was given by telephone or internet, it may be revoked in the same manner. You may also withdraw your proxy by attending the Annual Meeting and voting in person. If your shares are held in “street name,” you must contact the record holder of the shares regarding how to revoke your proxy.

COST OF PROXY SOLICITATION

Arrow pays the cost of soliciting proxies. Arrow has retained D.F. King & Co., Inc. to assist in soliciting proxies at an anticipated cost of approximately $25,000, plus expenses. Arrow will supply soliciting materials to the brokers and other nominees holding Arrow common stock in a timely manner so that the brokers and other nominees may send the materials to each beneficial owner. Arrow will reimburse the brokers and other nominees for their expenses in so doing. In addition to this solicitation by mail, the Board, employees, and agents of the Company may solicit proxies in person, by electronic transmission, or by telephone.

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2022 ANNUAL
PROXY STATEMENT

PROPOSALS REQUIRING YOUR VOTE

PROPOSAL		BOARD’S VOTING RECOMMENDATION
1	Election of Directors of Arrow for the ensuing year	FOR Each Nominee

2	Ratification of the appointment of Ernst & Young LLP as Arrow’s independent registered public accounting firm for the fiscal year ending December 31, 2022	FOR

3	Advisory vote on named executive officer compensation	FOR

VOTING YOUR SHARES


Shareholders can vote online, by telephone, by completing and returning the proxy card, or by attending the Annual Meeting. The Notice and the proxy card have detailed instructions for voting, including voting deadlines.

Internet Visit the website noted on your proxy card to vote online.	Telephone Use the toll-free number on your proxy card to vote by telephone.	Mail Sign, date, and return your proxy card in the enclosed envelope to vote by mail.	In Person Cast your vote in person at the Annual Meeting.
Arrow’s Board recommends the approval of all proposals as being in the best interests of Arrow and urges you to read the Proxy Statement carefully before you vote. Your vote is important regardless of the number of shares you own.

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	2022 ANNUAL
		PROXY STATEMENT

CERTAIN SHAREHOLDERS

HOLDERS OF MORE THAN 5% OF COMMON STOCK

The following table sets forth certain information with respect to the only shareholders known to the Company to own beneficially more than 5% of the outstanding common stock of Arrow as of March 16, 2022.


Name and Address	Number of Shares	Percent of
of Beneficial Owner	Beneficially Owned	Class
BlackRock, Inc. (1)
55 East 52nd Street
New York, New York 10055	7,556,039	11.3	%
The Vanguard Group (2)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355	7,035,801	10.5	%

(1)	Based upon a Schedule 13G filed with the SEC on January 27, 2022, BlackRock, Inc., a parent holding company, has sole voting power with respect to 6,732,744 shares and sole dispositive power with respect to all shares.

(2)

Based upon a Schedule 13G filed with the SEC on February 9, 2022, The Vanguard Group, a registered investment adviser, has sole voting power with respect to 0 shares, shared voting power with respect to 72,527 shares, shared dispositive power with respect to 159,991 shares, and sole dispositive power with respect to 6,875,810 shares.

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2022 ANNUAL
PROXY STATEMENT

SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

The following table shows, as of March 16, 2022, the beneficial ownership of the Company’s common stock for each director and director nominee, each of the “Named Executive Officers” (the Chief Executive Officer, the Chief Financial Officer, and each of the other three most highly compensated executive officers of the Company, referred to as “NEOs”), and all directors, director nominees, and executive officers as a group.


Shares of Common Stock Beneficially Owned
	Currently	Common	Acquirable	% of Outstanding
Name	Owned (1)	Stock Units (2)	within 60 Days	Common Stock
Michael J. Long	121,930	—	—	*
Barry W. Perry	—	72,011	—	*
William F. Austen	—	1,550	—	*
Fabian T. Garcia	—	—	—	*
Steven H. Gunby	—	13,027	—	*
Gail E. Hamilton	101	22,200	—	*
Richard S. Hill (3)	2,894	28,256	—	*
Andrew C. Kerin	—	24,249	—	*
Laurel J. Krzeminski	3,894	4,597	—	*
Carol P. Lowe	—	264	—	*
Stephen C. Patrick	—	56,992	—	*
Gerry P. Smith	—	1,008	—	*
Sean J. Kerins	108,172	—	—	*
Christopher D. Stansbury	6,926	—	—	*
Vincent P. Melvin	25,888	—	—	*
Gretchen K. Zech	40,951	—	—	*
Total Directors’ and Executive Officers’ Beneficial Ownership as a Group (22 individuals)	417,277	224,154	707	1.0	%

*	Represents holdings of less than 1%.

(1)	Includes stock options granted under the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan, as amended (“Omnibus Incentive Plan”) that are vested or will vest or become exercisable within 60 days of the March 16, 2022 record date, as well as shares owned independently.

(2)	Includes common stock units deferred by non-management directors and restricted stock units granted under the Omnibus Incentive Plan.

(3)	Mr. Hill will not be a nominee at the 2022 Annual Meeting of shareholders, and his term will expire on the date of that meeting, May 11, 2022.

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	2022 ANNUAL
		PROXY STATEMENT

PROXY STATEMENT HIGHLIGHTS

COMPANY OVERVIEW

Arrow is a global technology solutions and services provider. Arrow has one of the world’s broadest portfolios of product offerings available from leading electronic components and enterprise computing solutions suppliers, coupled with a range of services, solutions, and tools that help industrial and commercial customers introduce innovative products, reduce time to market, and enhance overall competitiveness.

Arrow believes that economic success comes from more than just financial growth. As technology’s benefits reach more people, so expands Arrow’s addressable market, promoting a healthy, cyclical economy.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE OVERVIEW

At Arrow, doing good is good for business and our global community. We monitor and manage our environmental, social, and governance (“ESG”) opportunities and impacts and work closely with shareholders and other stakeholders to help create a better tomorrow and to assure the long-term sustainability of our company.

Arrow reduces environmental impact through responsible operations that include a focus on energy conservation, waste reduction, and minimizing emissions.

Arrow’s community investments help today’s innovators make life better through technology. We believe that our collaborative philanthropic endeavors engage customers and employees and contribute to the Company’s long-term value.

Arrow is powered by our people and talent growth is our mindset. We embrace inclusion and diversity as catalysts for innovation and provide equal opportunities for all. We believe our investment in talent and technology contributes to long-term value for our shareholders and creates a work environment that benefits every employee.

Arrow is committed to responsible corporate governance, which we believe promotes the long-term interests of our shareholders and strengthens board and management accountability.

Arrow continues to focus on expanding and elevating our oversight and management of ESG matters. The Board’s Corporate Governance Committee has direct oversight of, and is committed to, advancing our ESG policies and practices, as outlined in its committee charter. In February 2022, we enhanced management oversight of ESG matters by elevating Gretchen Zech to an expanded role as Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer, demonstrating the Company’s commitment to executive-level leadership on ESG matters.

Arrow intends to continue to evolve and integrate ESG in operations and related disclosures. To demonstrate Arrow’s commitment to the importance of these efforts, quantitative performance objectives related to carbon emission reduction and diversity and equality-related measures will be a component of our executive annual cash incentive plan for 2022. We see this integration as a competitive advantage and means to address pressing current and future challenges. We share our ESG performance through reporting and leverage external guidance outlined by the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Financial Disclosures (“TCFD”).

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	2022 ANNUAL
		PROXY STATEMENT

Our Response to COVID-19

Arrow has remained resilient in these extraordinary times. That is due, in large part, to our focus on serving our customers and the communities where we work and live.

We continued to provide a safe work environment as the COVID-19 pandemic persisted during 2021. We aligned with and followed the guidance of the world’s leading health authorities, as well as related state and national government directives, while minimizing the impact of remote work on Arrow by providing tools for remote work and enhanced benefits where appropriate.

Some examples of Arrow’s efforts to protect our employees and support our community are listed below:


Protecting Our People		Supporting Our Community
> Throughout our distribution facilities and offices, our teams continue to do business while aligning to guidance of the world’s leading health authorities and state and national governments. In addition to their guidance, Arrow took the following measures: > To protect the safety of our employees, customers, and suppliers, we implemented a COVID-19 vaccine mandate for our U.S. employees, with the exception of our light industrial population in our distribution facilities and employees with approved exemption requests > All employees in the distribution facilities are required to wear masks on-site at Arrow facilities > We offered a one-time incentive to all U.S. employees in our distribution facilities who became fully vaccinated against COVID-19 by a specified date > Where permitted by law, all U.S. new hires, including light industrial, are required to be fully vaccinated > Maintained procedures globally that limit visitors to our offices, distribution, programming, and integration centers until further notice and require visitors, contingent workers, and service providers visiting Arrow offices to be vaccinated against COVID-19 > Provided online collaboration capabilities to help ensure effective communication within Arrow and with customers and suppliers when employees are working from home > Enhanced benefit programs where needed to best support employees across the globe		> Joined with Hong Kong Science & Technology Park’s new Sensor Lab 2.0, a cleanroom for rapidly developing smart sensors for the expanding healthcare wearables and the IoT market > Supported the National Collegiate Inventors Competition, including prototyping an electronic home rapid test to detect COVID 19 developed by the University of Illinois that is 98% effective > Contributed to community food banks and shelter providers as food insecurity increased by 20% in the U.S. > Supported STEM and business education programs in Arrow communities as schools and after-school programs operated both remotely and in-person > Collaborated on a social distancing detection system using AI-powered cameras and models that extract insights related to density and distancing, which are available for review in real-time > Engineered hand-held multi-sensor devices that enable remote patient monitoring and diagnosis based on accurate medical examination and real-time diagnostics, detecting key vital signs and disease progression from a patient’s lips and fingertips

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2022 ANNUAL
PROXY STATEMENT

CORPORATE GOVERNANCE HIGHLIGHTs

Arrow believes that good corporate governance is critical to achieving long-term shareholder value. The following table highlights some of Arrow’s corporate governance practices and policies as of the date of this Proxy Statement:

●

Annual election of directors

●

All directors but one are independent

●

Lead independent director

●

Independent committees

●

Robust stock ownership guidelines

●

Ongoing succession planning for Chief Executive Officer (“CEO”), executives, and directors

●

Proxy access rights for shareholders

●

Annual board and committee self-assessments

●

Resignation policy for directors not receiving a majority vote

●

Active shareholder engagements

●

Clawback Policy

●

Worldwide Code of Business Conduct and Ethics, applicable to all directors, executive officers, and employees

COmmitment to board diversity

The Arrow Board prioritizes diversity in its recruitment of directors and has retained a recruitment firm to assist the Board in actively recruiting and evaluating potential diverse Board candidates. Arrow is committed to building a Board that consists of the optimal mix of skills, experience, expertise, and diversity capable of effectively overseeing the business strategy and risk management. Arrow’s Board consists of highly engaged, independent, and diverse directors that are actively involved in strategic, risk, and management oversight. Consistent with that effort, in 2021, Arrow welcomed Mr. Garcia, who brings ethnic diversity to the Board, and Ms. Lowe, who enhances the Board’s gender diversity.

Board Refreshment

The Board believes the fresh perspectives brought by newer directors are critical to a forward-looking and strategic Board when appropriately balanced with the deep understanding of Arrow’s business provided by longer-serving directors. Accordingly, Arrow has maintained a deliberate mix of new and tenured directors on the Board, and the Corporate Governance Committee is focused on ensuring the mix of tenures, backgrounds, skills, and perspectives is optimal for Arrow. Since 2019, Arrow has added four new directors with different backgrounds and experiences to enhance further the oversight of Arrow’s strategic goals and initiatives and contribute to the development and expansion of the Board’s knowledge and capabilities.

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	2022 ANNUAL
		PROXY STATEMENT

Snapshot of Director Nominees

Below is a snapshot of the expected composition of Arrow’s Board immediately following the 2022 Annual Meeting scheduled for May 11, 2022, assuming the election of the 11 nominees named in this Proxy Statement. One of our current directors, Mr. Hill, is not a nominee for re-election at the Annual Meeting. The slate of eleven director nominees set forth in this Proxy Statement includes three female nominees and one ethnically diverse nominee.

Skill/Experience		Nominees
	CEO Experience	7
	Risk Management Experience	6
	Global Operations Experience	10
	Legal and Regulatory Oversight Experience	3
	Technology Experience	5
	Crisis Management Experience	5
	Strategy and M&A Experience	10
	Corporate Governance Experience	9
	Information Security Experience	4
	Human Capital Experience	7
	ESG Experience	9

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2022 ANNUAL
PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

THE BOARD RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES NAMED BELOW.

Each nominee for election as a member of the Board is to be elected to hold office until the next Annual Meeting.

All nominees identified below are current members of the Board. They have been recommended for re-election to the Board by the Corporate Governance Committee and approved and nominated for re-election by the Board. In accordance with the Company’s amended corporate bylaws (“Bylaws”), the eleven nominees receiving a plurality of votes cast at the Annual Meeting will be elected directors, subject to the Director Resignation Policy described below.

An uncontested election of directors is not considered “routine” under the New York Stock Exchange rules. As a result, if a shareholder holds shares in “street name” through a broker or other nominee, the broker or nominee is not permitted to exercise voting discretion with respect to this proposal. For this reason, if you do not give your broker or nominee specific instructions, your shares will not be voted on this proposal. If you vote to “abstain,” your shares will be counted as present at the meeting, and your abstention will have the effect of a vote against the proposal.

BOARD MEMBERSHIP REQUIREMENTS

In accordance with the Company’s Corporate Governance Guidelines, members of the Board should have the following skills and abilities:

>	the education, business experience, and current insight necessary to understand the Company’s business;

>	the ability to evaluate and oversee direction, performance, and guidance for the success of the Company;

>	the ability to represent the interests of the Company’s shareholders, while being attuned to the needs of the Company’s employees, the community in which it operates, and other stakeholders, as such needs can also impact long-term shareholder value;

>	independence and strength of conviction coupled with the ability to leave behind personal prejudice so as to be open to different points of view;

>	the willingness and ability to appraise the performance of executive management objectively and constructively and, when necessary, recommend appropriate changes; and

>	all other criteria established by the Board from time to time, including functional skills, corporate leadership, diversity, international experience, or other attributes which will contribute to the development and expansion of the Board’s knowledge and capabilities.

BOARD NOMINATIONS AND SUCCESSION

During the course of the year, the Corporate Governance Committee discusses Board succession and evaluates potential candidates. The Corporate Governance Committee has retained a third party to assist in identifying potential nominees.

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	2022 ANNUAL
		PROXY STATEMENT

The Company’s annual process involves assessments at the Board, Board committee, and individual director levels. This process assists the Board in determining who it should nominate to stand for election. In addition, the Corporate Governance Committee continually evaluates potential new candidates for Board membership which is taken into account when it recommends nominees for election.

The Corporate Governance Committee considers a number of different factors in evaluating potential candidates for board membership, including:

>	diversity-enhancing qualities – age, gender, geographical, and ethnic/racial backgrounds;

>	core attributes – independence, high integrity and ethical standards, public company service, understanding or experience with complex public companies or like organizations, and ability to work collegially and collaboratively with other directors and management; and

>	skills – financial literacy, industry experience, operational management experience, senior executive experience, and additional expertise that may be important for the Company’s strategies.

The Corporate Governance Committee has a process for identifying and evaluating potential nominees recommended by shareholders, whereby such candidates are evaluated in the same manner as other candidates.

In 2021, the Company welcomed two new directors to the Board, Ms. Lowe and Mr. Garcia. These directors were identified by an outside recruitment firm and recommended for nomination in accordance with the Company’s Corporate Governance Guidelines.

DIVERSITY

Whenever the Corporate Governance Committee evaluates a potential candidate for board membership, it considers that individual in the context of the composition of the Board as a whole. While the Company does not have a formal diversity policy, the Board believes that its membership should reflect diversity in its broadest sense, to include, among other factors, gender and race/ethnicity. Consistent with that philosophy, the Board has taken measures to diversify its makeup:

All but one of the Company’s director nominees (i.e., Mr. Long) are independent, and they have a broad range of experience in varying fields, including software development and sales, business strategy consulting, hospitality services, consumer products, electronics and computer hardware manufacturing and distribution, business services, and construction.

>	Immediately following the 2022 Annual Meeting scheduled for May 11, 2022, assuming the election of the 11 nominees named in the Proxy Statement:

27% of the Board will be women, and

9% of the Board will come from a diverse racial/ethnic background.

>	A majority of the Company’s directors hold or have held directorships at other U.S. public companies.

>	Six of the director nominees, in addition to the Company’s Chairman and CEO, have served as chief executive officers, and all have demonstrated superb leadership, intellectual, and analytical skills gained from deep experience in management, finance, and corporate governance.

The Board has retained a recruitment firm to assist the Corporate Governance Committee in actively identifying and evaluating potential diverse Board candidates and sets clear expectations that candidate slates should include women and candidates of underrepresented race/ethnicity in addition to other diverse characteristics, which both supplement and complement the existing Board.

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2022 ANNUAL
PROXY STATEMENT

Based on each nominee’s experience, attributes, and skills, which exemplify the sought-after characteristics described above, the Corporate Governance Committee has concluded that each nominee possesses the appropriate qualifications to serve as a director of the Company.

Independent Director Committees: Compensation	Barry W. Perry		Age: 75 Director Since: 1999
		CAREER HIGHLIGHTS
		Lead Director of the Company since 2011 Englehard Corporation ● Chief Executive Officer and Chairman of the Board of Engelhard Corporation, a surface and materials science company, from 2001 to his retirement in 2006. Albemarle Corporation and Ashland Global Holdings Inc. ● A director of Albemarle Corporation (a public company) from 2010 to 2018, and Ashland Global Holdings Inc. (a public company) from 2007 to 2019.
REASONS FOR NOMINATION While he was Chief Executive Officer of Engelhard Corporation, Mr. Perry established the company’s vision and strategy, selected key management personnel, and evaluated the risks of participating in various markets. Further, his experience as a director of a number of public multinational companies provides him with the skills to objectively and accurately evaluate the financial performance and corporate strategies of a large company. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●None

Independent Director Committees: Audit	William F. Austen		Age: 63 Director Since: 2020
		CAREER HIGHLIGHTS
		Bemis Company, Inc. ● President and CEO since 2014. ● A director until Bemis was acquired by Amcor Limited in 2019. ● Executive Vice President and Chief Operating Officer from 2013 to 2014. ● Group President from 2012 through 2013. ● Vice President of Operations from 2004 to 2012.	Morgan Adhesives Company ● President and Chief Executive Officer from 2000 to 2004. General Electric Company ● Various positions from 1980 until 2000. Tennant Company ● A director since 2007 (a public company). Arconic Corporation ● A director since 2020 (a public company).
REASONS FOR NOMINATION As President and CEO of Bemis, Mr. Austen gained expertise in global manufacturing and operations, together with experience in international mergers and acquisitions and business integration. The Board believes that Mr. Austen’s experience with building high-performance, cross-functional teams coupled with his engineering background make him particularly valuable in guiding strategy for the Company’s engineering services. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●Tennant Company ●Arconic Corporation

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	2022 ANNUAL
		PROXY STATEMENT

Independent Director

Committees:

Corporate Governance

Fabian T. Garcia

Age: 62

Director Since: 2021

CAREER HIGHLIGHTS

Unilever

●

President, Personal Care and member of the Unilever Leadership Executive since 2022.

●

President, Unilever North America and member of the Unilever Leadership Executive since 2020.

Revlon, Inc.

●

President and Chief Executive Officer from 2016 to 2018.

Colgate-Palmolive Company

●

Various positions from 2003 to 2016, beginning as President, Asia Pacific & Greater Asia Division, continuing as President, Latin America & Global Sustainability, and culminating as Chief Operating Officer, Global Innovation and Growth.

The Timberland Company

●

SVP, International Relations, 2002-2003.

Chanel

●

President, APAC, Member of the Executive Committee, 1996-2001.

Proctor & Gamble

●

Various positions in the U.S., Japan, Taiwan, Venezuela, and Colombia, 1980-1994.

Kimberly-Clark

●

Director, 2011-2019.

REASONS FOR NOMINATION

Mr. Garcia is a global business leader with a strong track record and deep experience, including tenure as a public company CEO, with a keen understanding of global business strategy, international innovation and growth, geopolitical sensitivities, and financial, operational and strategic leadership skills. The Board believes that Mr. Garcia’s diverse background and global experience are especially valuable in guiding the Company’s international strategy and fostering sustainable business practices and an inclusive corporate culture.

CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW)

●None

Independent Director Committees: Audit & Compensation	Steven H. Gunby		Age: 64 Director Since: 2017
		CAREER HIGHLIGHTS
		FTI Consulting, Inc. (“FTI”) ● President, Chief Executive Officer, and a director (a public company) since 2014. The Boston Consulting Group (“BCG”) ● Global Leader of Transformation from 2010 to 2014. ● Senior Partner and Chairman, North and South America from 2003 to 2009. ● Held other major managerial roles in his capacity as a Senior Partner and Managing Director, such as serving as a member of BCG’s Executive Committee.
REASONS FOR NOMINATION At FTI, Mr. Gunby’s focus has been turning FTI into a vibrant, profitable growth engine, through operational changes, changes in strategy, and significant changes in culture and leadership. At BCG, Mr. Gunby also focused on transformative growth, helping move the Americas operation from a period of flat headcount growth and diminished profitability to double-digit headcount and revenue growth, and substantially higher profit growth. The Board believes that Mr. Gunby’s experience as a President and CEO of an international consulting firm, which includes extensive human capital management experience, and his proven record of accomplishments make him a valuable member of the Board. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●FTI Consulting, Inc.

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Independent Director

Committees:

Audit &

Corporate Governance

Gail E. Hamilton

Age: 72

Director Since: 2008

CAREER HIGHLIGHTS

Symantec Corporation (“Symantec”)

●

Executive Vice President from 2000 to 2005.

Compaq Computer Corporation

●

Vice President and General Manager of the Communications Division from 1997 to 2000.

Hewlett-Packard Company

●

General Manager of the Telecom Platform Division from 1996 to 1997.

OpenText Corporation

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A director (a public company) since 2006.

Ixia (acquired by Keysight Technologies in 2017)

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A director (a public company) from 2005 to 2017.

Westmoreland Coal Company

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A director (a public company) from 2011 to 2019.

REASONS FOR NOMINATION

Ms. Hamilton was responsible for designing, manufacturing, and selling electronic systems for more than 20 years. While at Symantec, Ms. Hamilton oversaw the profit and loss and operations of the enterprise and consumer business. In that role, she was also responsible for business planning and helped steer the company through an aggressive acquisition strategy. The Board believes Ms. Hamilton’s experience at Symantec, a leading software company, makes her particularly valuable in providing guidance to Arrow’s Enterprise Computing Solutions business with regard to its direction and strategy.

CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW)

●Open Text Corporation

Independent Director Committees: Corporate Governance	Andrew C. Kerin		Age: 58 Director Since: 2010
		CAREER HIGHLIGHTS
		Towne Park ● Chief Executive Officer since 2017. The Brickman Group, Ltd. ● Chief Executive Officer and a director from 2012 until 2016.	Aramark Corporation ● Executive Vice President and Group President, Global Food, Hospitality and Facility Services from 2009 to 2012. ● Executive Vice President and Group President, North America Food from 2006 to 2009. ● Elected as an executive officer as Senior Vice President in 2004. ● President, Aramark Healthcare and Education from 1995 to 2004. ● A number of management roles within Aramark Corporation. Under his leadership were all of Aramark’s food, hospitality, and facilities businesses, including the management of professional services in healthcare institutions, universities, schools, business locations, entertainment, and sports venues, correctional facilities, and hospitality venues.
REASONS FOR NOMINATION Mr. Kerin brings over 30 years of experience leading business service companies and building service teams across the globe. Mr. Kerin’s deep operational and strategic expertise in the service industry as the CEO of Towne Park and formerly at the Brickman Group, along with his more than 17-year career with Aramark, makes him a valuable asset to the Company’s board, particularly as the Company continues to build its services businesses. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●None

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Independent Director Committees: Audit	Laurel J. Krzeminski		Age: 67 Director Since: 2018
		CAREER HIGHLIGHTS
		Granite Construction Incorporated ● Executive Vice President and Chief Financial Officer from 2015 until 2018. ● Senior Vice President and Chief Financial Officer from 2013 to 2015. ● Vice President and Chief Financial Officer from 2010 to 2013. ● Vice President and Corporate Controller from 2008 to 2010.	Gillette Company (merged into Procter & Gamble (“P&G”)) ● Several corporate and operational finance positions that included Finance Director for the North American business units of P&G’s subsidiaries, Duracell and Braun from 1995 to 2007. Terracon ● A director (a private company) since 2017. Limbach Holdings, Inc. ● A director (a public company) since 2018.
REASONS FOR NOMINATION Ms. Krzeminski’s experience as the chief financial officer of a listed company, as well as her in-depth knowledge and understanding of generally accepted accounting principles, experience in preparing, auditing, and analyzing financial statements, understanding of internal controls over financial reporting, and her understanding of audit committee functions, are highly valued qualities as a director. Ms. Krzeminski is considered an “audit committee financial expert” as the term is defined in Item 407(d) of Regulation S-K. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●Limbach Holdings, Inc.

Chairman, President, and Chief Executive Officer	Michael J. Long		Age: 63 Director Since: 2008
		CAREER HIGHLIGHTS
		Arrow Electronics, Inc. ● Chairman of the Board since 2010. ● Chief Executive Officer and President since 2009. ● President and Chief Operating Officer of Arrow from 2008 to 2009. ● Senior Vice President from 2006 to 2008, and, prior thereto, Vice President for more than five years.	Arrow Global Components ● President since 2006. Arrow Enterprise Computing Solutions ● President, North America and Asia/Pacific Components in 2006. ● President, North America in 2005. ● President and Chief Operating Officer from 1999 to 2005. AmerisourceBergen Corporation ● A director (a public company) since 2006. UCHealth ● A director (a nonprofit company) since 2019.
REASONS FOR NOMINATION As a result of his numerous years in leadership roles at the Company and in the distribution industry, Mr. Long understands the competitive nature of the business and has an in-depth knowledge of the Company, a strong management background, and broad executive experience. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●AmerisourceBergen Corporation

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Independent Director

Committees:

Audit

Carol P. Lowe

Age: 56

Director Since: 2021

CAREER HIGHLIGHTS

FLIR Systems, Inc.

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Executive Vice President and Chief Financial Officer, 2017-2021.

Sealed Air Corporation

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Senior Vice President and Chief Financial Officer, 2011-2017.

Carlisle Companies Incorporated

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Various positions from 2002 to 2011, including President, Trail King Industries; President, Carlisle Food Service Company, and VP & CFO.

TCW Special Purpose Acquisition Corporate

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Director (a public company) since 2021.

EMCOR Group, Inc.

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Director (a public company) since 2017.

Other

●

Current director of Novolex (a private company)

●

Member of the Board of Visitors and Finance Committee, Fuqua School of Business.

REASONS FOR NOMINATION

Ms. Lowe has valuable experience and a depth of knowledge in many aspects of finance, as well as business services, strategic planning, business development, and information technology. The Board believes that her record of instilling knowledge-based, performance-driven cultures throughout her career enables her to provide insightful contributions to the Company. Ms. Lowe is considered an “audit committee financial expert” as the term is defined in Item 407(d) of Regulation S-K.

CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW)

●TCW Special Purpose Acquisition Corporation

●EMCOR Group, Inc.

Independent Director Committees: Audit & Corporate Governance	Stephen C. Patrick		Age: 72 Director Since: 2003
		CAREER HIGHLIGHTS
		Colgate-Palmolive Company ● Vice Chairman in 2011 until his retirement that year. ● Chief Financial Officer for approximately 14 years. ● In his more than 25 years at Colgate-Palmolive, he held positions as Vice President, Corporate Controller, and Vice President of Finance for Colgate Latin America.	Alternative Packing Solutions ● Director (a private company) since 2016. ABC Company ● Director (a private company) since 2015.
REASONS FOR NOMINATION Mr. Patrick’s experience and education make him an expert in financial matters. As the Chief Financial Officer of a successful public company, Mr. Patrick was responsible for assuring that all day-to-day financial transactions were accurately recorded, processed, and reported in all public filings. All of this requires a thorough understanding of finance, treasury, and risk management functions. In addition to his extensive financial expertise, Mr. Patrick brings to the Board executive leadership experience as a chief financial officer of a large multinational company. Mr. Patrick is considered an “audit committee financial expert” as the term is defined in Item 407(d) of Regulation S-K. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●None

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Independent Director

Committees:

Corporate Governance

Gerry P. Smith

Age: 58

Director Since: 2020

CAREER HIGHLIGHTS

ODP Corp

●

Chief Executive Officer and director since 2017.

Lenovo Group Limited

●

Executive Vice President and Chief Operating Officer from 2016 to 2017.

●

Executive Vice President and President of Data Center Group in 2016.

●

Chief Operating Officer of the Personal Computing Group and Enterprise Business Group from 2015 to 2016.

●

President of the Americas from 2013 to 2015.

Lenovo Group Limited (continued)

●

President, North America and Senior Vice President, Global Operations from 2012 to 2013.

●

Senior Vice President of Global Supply Chain from 2006 to 2012.

Dell Inc.

●

Served in a number of roles from 1994 to 2006.

REASONS FOR NOMINATION

Mr. Smith has industry-specific strategic, operational, and managerial expertise gained through a more than 25-year career with Lenovo and Dell. Additionally, Mr. Smith’s expertise in positioning companies for future growth and success, extensive leadership experience, and strong track record in increasing operating profit and managing complex integrations for corporations are valuable qualifications on the Board.

CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW)

●ODP Corp.

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THE BOARD AND ITS COMMITTEES

The Board meets in general sessions with the Chairman of the Board presiding, in meetings limited to non- management directors (which are presided over by the Lead Director), and in various committees. Committee meetings are open to all members of the Board.

Committee memberships and chair assignments are reviewed no less than annually by the Corporate Governance Committee, which makes appointment and chair recommendations to the Board.

The table below reflects current committee memberships as of the date of this Proxy Statement.


		Committee
Name	Independent	Audit	Compensation	Corporate Governance
Barry W. Perry	X		M
William F. Austen	X	M
Fabian T. Garcia (1)	X			M
Steven H. Gunby	X	M	C
Gail E. Hamilton	X	M		M
Richard S. Hill (2)	X		M	M
Andrew C. Kerin	X			C
Laurel J. Krzeminski	X	M
Michael J. Long
Carol P. Lowe (3)	X	M
Stephen C. Patrick	X	C		M
Gerry P. Smith	X			M

C= Chair M= Member

(1)	Mr. Garcia joined the Board and was appointed to the Corporate Governance Committee on June 1, 2021.

(2)	Mr. Hill is not nominated for re-election at the Annual Meeting to be held on May 11, 2022.

(3)	Ms. Lowe joined the Board and was appointed to the Audit Committee on September 15, 2021.

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CHIEF EXECUTIVE OFFICER AND CHAIRMAN POSITIONS

The Company’s CEO currently serves as Chairman of the Board. In his position as CEO, Mr. Long has primary responsibility for the Company’s day-to-day operations and provides consistent leadership on the Company’s key strategic objectives. In his role as the Board Chair, he sets the strategic priorities for the Board, presides over its meetings, and communicates the Board’s findings and guidance to management. The Board believes that the combination of these two roles is the most appropriate structure for the Company at this time because: (i) this structure provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy; (ii) it unifies the Company’s strategy behind a single vision; (iii) the CEO is the most knowledgeable member of the Board regarding risks the Company may be facing and, in his role as Chairman, is able to facilitate the Board’s oversight of such risks; (iv) the structure has a long-standing history of serving the Company’s shareholders well through many economic cycles, business challenges, and succession of multiple leaders; (v) the Company’s current corporate governance processes, including those set forth in the various Board committee charters and corporate governance guidelines, preserve and foster independent communication amongst non-management directors as well as independent evaluations of and discussions with the Company’s senior management, including the Company’s CEO; and (vi) the role of the Lead Director, which fosters better communication among non-management directors, fortifies the Company’s corporate governance practices, making the separation of the positions of Chairman of the Board and CEO unnecessary at this time.

LEAD DIRECTOR

In accordance with the Company’s Corporate Governance Guidelines, the Board has appointed Mr. Perry to serve as the Lead Director. The Lead Director chairs Board meetings when the Chairman is not present. He also chairs the sessions of the non-management directors held in connection with each regularly scheduled Board meeting. The Lead Director serves as a liaison between the Chairman and the independent, non-management directors, and reviews and approves Board agendas and meeting schedules. The Lead Director has the authority to call meetings of the non-management directors. Additionally, as a matter of practice, the Board holds executive sessions chaired by the Lead Director at each in-person Board meeting.

COMMITTEES

Each of the committees of the Board operates under a charter, copies of which are available under “Governance Documents” at the “Leadership & Governance” sub-link of the Investors drop-down menu on investor.arrow.com.

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Audit Committee

Members

Responsibilities

Stephen C. Patrick, Chair

William F. Austen

Steven H. Gunby

Gail E. Hamilton

Laurel J. Krzeminski

Carol P. Lowe

reviews and evaluates Arrow’s financial reporting process and other matters, including its accounting policies, reporting practices, and internal accounting controls

reviews Arrow’s sustainability disclosures, including relevant environmental, social, and governance metrics

oversees Arrow’s data privacy and cybersecurity programs

monitors the scope and reviews the results of the audit conducted by Arrow’s independent registered public accounting firm

exercises oversight of related person transactions

oversees Arrow’s ethics and compliance program and reporting

reviews the following with the Corporate Audit Department (which reports to the Audit Committee) and management:

the scope of the annual corporate audit plan;

the results of the audits carried out by the Corporate Audit Department, including its assessments of the adequacy and effectiveness of disclosure controls and procedures, and internal control over financial reporting; and

the sufficiency of the Corporate Audit Department’s resources.

The Board has determined that Ms. Krzeminski, Ms. Lowe, and Mr. Patrick are qualified as “audit committee financial experts,” as the term is defined in Item 407(d) of Regulation S-K. Ms. M.F. (Fran) Keeth served on the Audit Committee for a portion of 2021, until departing from the Board on June 1, 2021.

Compensation Committee

Members

Responsibilities

Steven H. Gunby, Chair

Richard S. Hill

Barry W. Perry

develops and reviews Arrow’s executive compensation philosophy

implements compensation philosophy through compensation programs and plans to further Arrow’s strategy, drive long-term profit growth, and increase shareholder value

reviews and approves the corporate goals and objectives relevant to executive compensation

subject to review and ratification by all non-management Board members, reviews and approves the base salary, annual cash incentives, performance and stock-based awards, retirement, and other benefits for the Company’s executives

reviews the performance of each of the NEOs and the Company as a whole

oversees the development, implementation, effectiveness, and disclosure of Arrow’s practices and strategies relating to human capital management

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The Compensation Committee may delegate authority from time to time to a subcommittee of one or more members of the Compensation Committee or to the CEO, if and when the Committee deems appropriate and in accordance with applicable rules and regulations. In 2021, the Compensation Committee directly engaged Pearl Meyer & Partners (“Pearl Meyer”) as a consultant to examine and report to the Compensation Committee on best practices in the alignment of compensation programs for the CEO and other members of senior management by providing competitive benchmarking data, analyses, and recommendations with regard to plan design and target compensation. In addition, Pearl Meyer provides guidance to the Corporate Governance Committee regarding non-management director compensation. Pearl Meyer does not provide any other services to the Company. These services have not raised any conflicts of interest.

Corporate Governance Committee

Members

Responsibilities

Andrew C. Kerin, Chair

Fabian T. Garcia

Gail E. Hamilton

Richard S. Hill

Stephen C. Patrick

Gerry P. Smith

develops the corporate governance guidelines for Arrow

makes recommendations with respect to committee assignments and other governance issues

evaluates each director before recommending nominees for election to the Board

reviews and makes recommendations to the Board regarding the compensation of non-management directors

identifies and recommends new candidates for nomination to fill existing or expected director vacancies

reviews and assesses the adequacy of Arrow’s code of business conduct and ethics

oversees Arrow’s policies and practices relating to environmental, social, and governance matters to the extent not specifically delegated to other committees

The Corporate Governance Committee considers shareholder recommendations of nominees for membership on the Board as well as those recommended by current directors, officers, employees, and others. Such recommendations may be submitted to Arrow’s Corporate Secretary, Carine L. Jean-Claude, at Arrow Electronics, Inc., 9201 East Dry Creek Road, Centennial, Colorado 80112, who will forward them to the Corporate Governance Committee. Possible candidates suggested by shareholders are evaluated by the Corporate Governance Committee in the same manner as other candidates.

The Corporate Governance Committee has retained the services of a third-party executive recruitment firm to assist its members in the identification and evaluation of potential nominees for the Board. The Corporate Governance Committee’s initial review of a potential candidate is typically based on any written materials provided and then determines whether to interview the nominee. If warranted, the Corporate Governance Committee, the Chairman of the Board and CEO, the Lead Director, and others, as appropriate, interview the potential nominees.

The Corporate Governance Committee’s expectations as to the specific qualities and skills required for directors, including those nominated by shareholders, are set forth in Arrow’s Corporate Governance Guidelines (available under “Governance Documents” at the “Leadership & Governance” sub-link of the Investors drop-down menu on investor.arrow.com).

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SUCCESSION PLANNING

The Board takes a proactive approach toward succession planning and talent management. The independent directors meet multiple times a year in executive sessions to evaluate succession planning for the CEO. The Board also reviews the annual performance of each member of the senior management team as well as succession planning for these executive roles with the CEO. Additionally, the CEO provides meaningful in- person opportunities for the Board to interact with key members of management beyond the Company’s executive officers on no less than a quarterly basis. The Board has a confidential plan to address any unexpected short-term absence of the CEO and other executives.

The Board considers diversity as an important factor in the Company’s succession plans and supports management’s efforts to enhance all aspects of diversity throughout the Company. As of January 1, 2022, forty percent of the Company’s Executive Officers were diverse based on gender and race/ethnicity.

ENTERPRISE RISK MANAGEMENT

The role of the Board and its committees is to promote the best interests of the Company and its shareholders by overseeing the management of Arrow’s business, assets, and affairs, which includes oversight of ESG matters, including human capital management, data privacy, and cybersecurity risks, as well as risks posed by events such as the COVID-19 pandemic. Management is responsible for the day-to-day analysis and review of the risks facing the Company, including timely identification of risks (including by a company-wide enterprise risk management survey) and risk controls related to significant business activities, and development of programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward, and the appropriate manner in which to control risk. Arrow’s CEO has the ultimate management authority for enterprise risk management, including responsibility for capability development, risk identification and assessment, and policies and governance, as well as strategies and actions to address enterprise risk. Management provides the Board and appropriate committees of the Board regular briefing and information sessions on the significant risks that the Company faces and how the Company seeks to control those risks when appropriate. Risk oversight in certain areas is the responsibility of a Board committee, such as the Audit Committee’s oversight of issues related to internal controls over financial reporting and regulatory compliance as well as the Company’s data privacy and cybersecurity; the Corporate Governance Committee’s oversight of the Board’s succession planning and governance; and the Compensation Committee’s oversight of risks related to compensation programs and strategies relating to human capital management.

COMPENSATION RISK ANALYSIS

The Company believes that its executive compensation program reflects an appropriate mix of compensation elements and balances current and long-term performance objectives, cash and equity compensation, and risks and rewards associated with executive roles. The following features of the Company’s executive incentive compensation program illustrate this point:

>	performance goals and objectives reflect a balanced mix of performance measures to avoid excessive weight on a certain goal or performance measure;

>	annual and long-term incentives provide a defined range of payout opportunities (ranging from 0% to 170% of target for annual cash incentives for the NEOs and 0% to 185% for long-term incentives);

>	total direct compensation (“TDC”) levels are heavily weighted on long-term, equity-based incentive awards that vest over a number of years;

>	equity incentive awards that vest over a number of years are granted annually so executives always have unvested awards that could decrease significantly in value if the business is not managed for the long-term;

>	the Company has executive stock ownership guidelines so that the component of an executive’s personal wealth that is derived from compensation from the Company is tied to the long-term success of the Company; and

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>	the Compensation Committee retains negative discretion to adjust compensation based on the quality of Company and individual performance and adherence to the Company’s ethics and compliance programs, among other things.

Based on the above combination of program features, the Company believes that: (i) its executives are encouraged to manage the Company prudently; and (ii) its incentive programs are not designed in a manner that encourages executives to take risks that are inconsistent with the Company’s best interests.

Further, at the Compensation Committee’s request, Pearl Meyer annually assesses the risks associated with the Company’s short-term and long-term incentive programs, the results of which are discussed by the Compensation Committee. In 2021, the Compensation Committee concluded that the overall design of the Company’s compensation programs maintained an appropriate level of risk. Pearl Meyer did not recommend any plan design changes to further mitigate risk exposure.

It is the Company’s opinion that its compensation policies and practices for all employees do not create risks that could have a material adverse effect on the Company. The Company delivers to its entire employee base in the aggregate, most of its compensation in the form of base salary, with smaller portions delivered in the form of cash incentives and long-term incentives. The Company’s cash incentive compensation plans, which represent the primary variable component of compensation, have been designed to drive the performance of employees working in management, sales, and sales-related roles. These plans are typically tied to the achievement of sales/financial goals that include maximums designed to prevent “windfall” payouts.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE OVERSIGHT

The Corporate Governance Committee is tasked with responsibility for overseeing the Company’s policies and practices relating to ESG matters to the extent not specifically delegated to other committees. The Compensation Committee is tasked with responsibility for overseeing the development, implementation, and effectiveness of the Company’s practices, policies, and strategies relating to human capital management as they relate to the Company’s workforce generally, including but not limited to policies and strategies regarding recruiting, selection, talent development and progression, corporate culture, and diversity and inclusion. The Compensation Committee is also tasked with responsibility for reviewing the Company’s disclosures with respect to human capital management.

In February 2022, we enhanced management oversight of ESG matters by elevating Gretchen Zech to an expanded role as Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer, demonstrating the Company’s commitment to executive-level leadership on ESG matters.

Our ESG Governance Structure

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INFORMATION SECURITY, PRIVACY, AND COMPLIANCE OVERSIGHT

The Audit Committee is tasked with responsibility for overseeing the Company’s data privacy and cybersecurity programs as well as the Company’s ethics and compliance programs, reviewing the effectiveness of these programs, and discussing with management any identified improvements in the programs.

BOARD AND COMMITTEE ASSESSMENTS

In accordance with the Company’s Corporate Governance Guidelines, the Board assesses its processes and performance at least annually. During this assessment, the directors evaluate the Board’s contribution and review areas where the Board and/or management believe a better contribution could be made. If desired by any director, the independent directors will meet in executive session to discuss Board processes and performance without the Chief Executive Officer or any other management directors in attendance. The Corporate Governance Committee oversees the Board’s self-assessment process. Pursuant to the Company’s Corporate Governance Guidelines and the committee charters, the Audit Committee, Corporate Governance Committee, and Compensation Committee each conduct an annual performance evaluation of their respective committees.

INDEPENDENCE

The Company’s Corporate Governance Guidelines state that the Board should consist primarily of independent, non-management directors. For a director to be considered independent under the guidelines, the Board must determine that the director does not have any direct or indirect material relationships with the Company. Further, the Board determines whether any director is involved in any activity or interest that conflicts with or might appear to conflict with his or her fiduciary duties. A director must also meet the independence standards in the New York Stock Exchange listing rules, which the Board has adopted as its standard, as set forth in Arrow’s Corporate Governance Guidelines (available under “Governance Documents” at the “Leadership & Governance” sub-link of the Investors drop-down menu on investor.arrow.com).

The Board evaluated the independence of each current director, each person who served as a director at any time during 2021, and each director nominee, and has determined that all such persons, other than Mr. Long, satisfy both the New York Stock Exchange’s independence requirements and the Company’s guidelines. Mr. Long was determined not to be independent by virtue of his employment with the Company.

As required by the Company’s Corporate Governance Guidelines and the New York Stock Exchange’s listing rules, all members of the Audit, Compensation, and Corporate Governance Committees are independent.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee is a present or former employee of the Company. Additionally, no member of the Compensation Committee has a relationship that requires disclosure of a Compensation Committee interlock.

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Meetings and Attendance

Consistent with the Company’s Corporate Governance Guidelines, it is the general practice of the Board for all its non- management directors to meet separately (without Company management present) either prior to or after regularly scheduled Board meetings, with the Lead Director presiding. In 2021, these non-management director meetings totaled five in number.

During 2021, there were six meetings of the Board, eight meetings of the Audit Committee, four meetings of the Compensation Committee, and five meetings of the Corporate Governance Committee. All the directors attended 75% (with the exception of Carol Lowe, who attended 60%) or more of all of the meetings of the Board and the committees on which they served. Ms. Lowe joined the Board and Audit Committee on September 15, 2021, and attended the Board and Audit Committee meetings held on that date and an Audit Committee meeting on November 1, 2021, but was unable to attend the Board and Audit Committee meetings held on December 15, 2021, due to a pre-existing commitment that had been scheduled prior to her joining the Board. The Company encourages its directors to be present at the Annual Meeting. In 2021, due to the pandemic, all directors who were members of the Board at the time attended the May 12, 2021 Annual Meeting telephonically.

DIRECTOR COMPENSATION

For 2021, the non-management members of the Board (that is, all members except Mr. Long) received the following fees in cash:


Annual fee	$	100,000
Annual fee for service as Corporate Governance Committee Chair	$	10,000
Annual fee for service as Compensation Committee Chair	$	20,000
Annual fee for service as Audit Committee Chair	$	25,000

In addition to the cash fees, for 2021, each non-management director received an annual grant of restricted stock units (“RSUs”) valued at $175,000, based on the fair market value of Arrow common stock on the date of grant. Further, the Lead Director received another annual award of RSUs valued at $30,000 in recognition of the additional responsibilities associated with such position. The Restricted Stock Units are vested upon grant and are subject to a restriction period which is the time between the grant date and the earlier of (i) the first anniversary of the grant date or (ii) following the grantee’s separation from service; provided that the restriction period shall end no later than the last day of the calendar year in which the grantee separates from service on the Board. Each non-management director makes an annual election the year preceding the annual grant as to the distribution between the two options as outlined in the restriction period above.

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The following table shows the total dollar value of compensation granted or earned by all non-management directors in or in respect to 2021.


Non-Management Director Compensation
Name	Fees Earned ($)(5)	Stock Awards ($)(6)	Total ($)
Barry W. Perry	100,000	205,000	305,000
William F. Austen	100,000	175,000	275,000
Fabian T. Garcia (1)	58,630	—	58,630
Steven H. Gunby	120,000	175,000	295,000
Gail E. Hamilton	100,000	175,000	275,000
Richard S. Hill	100,000	175,000	275,000
M. F. (Fran) Keeth (2)	51,712	175,000	226,712
Andrew C. Kerin	110,000	175,000	285,000
Laurel J. Krzeminski	100,000	175,000	275,000
Carol P. Lowe (3)	29,589	—	29,589
Stephen C. Patrick (4)	114,658	175,000	289,658
Gerry P. Smith	100,000	113,750	213,750

(1)	Fabian T. Garcia joined the Board on June 1, 2021, fees earned are prorated.

(2)	M. F. (Fran) Keeth retired from the Board on June 1, 2021, fees earned are prorated.

(3)	Carol P. Lowe joined the Board on September 15, 2021, fees earned are prorated.

(4)	Stephen C. Patrick was appointed as Chair of the Audit Committee on June 1, 2021, fees earned are prorated.

(5)	Messrs. Perry, Gunby, and Kerin deferred 100% of their retainers in deferred stock units; Mses. Krzeminski and Lowe deferred 50% of their retainers in deferred stock units, and Mr. Patrick deferred 25% of his retainer in deferred stock units.

(6)

Amounts shown under the heading “Stock Awards” reflect the grant date fair values of the restricted stock units granted to each director during 2021 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation.

Under the terms of the Non-Employee Director Deferred Compensation Plan, non-management directors may defer the payment of all or a portion of their annual retainers until the end of their service on the Board. Unless the director chooses a different amount, 50% of the director’s annual retainer fee is automatically deferred and converted to units of Arrow common stock. The units held by each director are included under the heading “Common Stock Units” in the Shares of Common Stock Beneficially Owned Table. The amounts deferred by each director for 2021, to the extent there are any, are included under the heading “Fees Earned” on the Non- Management Director Compensation Table. All deferrals under the plan will be paid upon separation of service from the Board.

For stock awards outlined in the Non-Management Director Compensation Table, each director is given the option to have his or her RSUs converted to shares one year after grant or at the time of separation from service on the Board. Messrs. Austen, Hill, Kerin, and Patrick and Mses. Hamilton and Krzeminski have selected to have their 2021 RSU award converted to shares one year after the grant.

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AUDIT COMMITTEE REPORT

The Audit Committee represents and assists the Board by overseeing: (i) the Company’s financial statements and internal controls; (ii) the independent registered public accounting firm’s qualifications and independence; and (iii) the performance of the Company’s corporate audit function and of its independent registered public accounting firm.

On the date of the adoption of this Report, the Audit Committee consisted of six directors, all considered independent in accordance with New York Stock Exchange listing standards and other applicable regulations. The Board has determined that committee members Ms. Krzeminski, Ms. Lowe, and Mr. Patrick are “audit committee financial experts” as defined by the SEC.

Company management has the primary responsibility for the preparation of the financial statements and for the reporting process, including the establishment and maintenance of Arrow’s system of internal controls over financial reporting. The Company’s independent registered public accounting firm is responsible for auditing the financial statements prepared by management, expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles (“GAAP”), and auditing the Company’s internal controls over financial reporting.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with both management and the independent registered public accounting firm, the Company’s quarterly earnings releases, Quarterly Reports on Form 10-Q, and the 2021 Annual Report on Form 10-K. Such reviews included a discussion of critical or significant accounting policies, the reasonableness of significant judgments, the quality (not just the acceptability) of the accounting principles, the reasonableness and clarity of the financial statement disclosures, and such other matters as the independent registered public accounting firm is required to review with the Audit Committee under the standards promulgated by the Public Company Accounting Oversight Board. The Audit Committee also discussed with both management and the Company’s independent registered public accounting firm the design and efficacy of the Company’s internal control over financial reporting.

In addition, the Audit Committee received from and discussed with representatives of the Company’s independent registered public accounting firm the written disclosure and the letter required by the applicable requirements of the Public Company Accounting Oversight Board (regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence) and considered the compatibility of non-audit services rendered to Arrow with the independence of the Company’s independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board.

The Audit Committee also discussed with the independent registered public accounting firm and Arrow’s corporate audit group the overall scope and plans for their respective audits. The Audit Committee periodically met with the independent registered public accounting firm, with and without management present, to discuss the results of their work, their evaluations of Arrow’s internal controls, and the overall quality of Arrow’s financial reporting.

In reliance on these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for filing with the SEC.

Stephen C. Patrick, Chair	Gail E. Hamilton
William F. Austen	Laurel J. Krzeminski
Steven H. Gunby	Carol P. Lowe

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PRINCIPAL ACCOUNTING FIRM FEES

The aggregate fees billed by Arrow’s principal accounting firm, Ernst & Young LLP, for auditing the annual financial statements and the Company’s internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and related regulations included in the Annual Report on Form 10-K, the reviews of the quarterly financial statements included in the Quarterly Reports on Form 10-Q, statutory audits, assistance with and review of documents filed with the SEC, and consultations on certain accounting and reporting matters for each of the last two fiscal years are set forth as “Audit Fees” in the table below.

Also set forth for the last two fiscal years are “Audit-Related Fees.” Such fees are for services rendered in connection with employee benefit plan audits and other accounting consultations. “Tax Fees” relate to assistance with tax return preparation, tax audits, and compliance in various tax jurisdictions around the world. “All Other Fees” refer to advice, planning, and services other than as set forth above. During 2021 and 2020, all other fees primarily included accounting publication and online accounting research subscriptions. Ernst & Young LLP did not provide any services to the Company related to financial information systems design or implementation, nor did it provide any personal tax work or other services for any of the Company’s executive officers or members of the Board.


	2021		2020
Audit Fees	$	10,682,535	$	11,311,483
Audit-Related Fees		403,493		236,304
Tax Fees		761,761		1,144,786
All Other Fees		4,693		2,262
Total	$	11,852,482	$	12,694,835

The amounts in the table above do not include fees charged by Ernst & Young LLP to Marubun/Arrow, a joint venture between the Company and the Marubun Corporation. Audit fees for Marubun/Arrow totaled $483,393 in 2021, and $497,207 in 2020.

Consistent with the Audit Committee charter, audit, audit-related, tax, and other services were approved by the Audit Committee, or by a designated member thereof. The Audit Committee has determined that the provision of the non-audit services described above is compatible with maintaining Ernst & Young LLP’s independence.

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PROPOSAL 3: ADVISORY VOTE ON
NAMED EXECUTIVE OFFICER COMPENSATION

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

In accordance with the requirements of Section 14A of the Exchange Act, the Board is asking shareholders to approve the following advisory resolution at the 2022 Annual Meeting:

“RESOLVED that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related tables, notes, and narrative in the Proxy Statement for the Company’s 2022 Annual Meeting.”

The Company holds a say-on-pay vote every year. Although the vote is not binding, the Compensation Committee values the opinions expressed by the Company’s shareholders and will carefully consider the outcome of the vote when making future compensation decisions for the Company’s NEOs.

Receipt of a majority of the votes cast is required to approve this proposal. For purposes of determining the number of votes cast with respect to Proposal 3, only those votes cast “FOR” or “AGAINST” are included. Abstentions and broker non-votes are counted only for purposes of determining whether a quorum is present at the Annual Meeting.

The Company asks that you review in detail the disclosure contained in this Proxy Statement regarding compensation of the Company’s NEOs (including the Company’s Compensation Discussion and Analysis (“CD&A”), the compensation tables, and the narrative disclosures that accompany such tables) and indicate your support for the compensation of the Company’s NEOs that is described in this Proxy Statement.

It is expected that the next say-on-pay vote following the 2022 Annual Meeting will occur at the 2023 Annual Meeting.

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION

This Compensation Discussion and Analysis (“CD&A”) explains the executive compensation program for the Company’s Named Executive Officers (“NEOs”) listed below. The CD&A also describes the Compensation Committee’s process for making pay decisions, and its rationale for specific decisions related to fiscal 2021.


Name		Title
Michael J. Long		Chairman, President, and Chief Executive Officer
Sean J. Kerins		Chief Operating Officer
Christopher D. Stansbury		Senior Vice President, Chief Financial Officer
Vincent P. Melvin		Senior Vice President, Chief Information Officer
Gretchen K. Zech		Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer⁽¹⁾

(1)	Ms. Zech was named to this position on February 8, 2022. Previously, and for all of fiscal 2021, Ms. Zech’s title was Senior Vice President, Chief Human Resources Officer.

EXECUTIVE SUMMARY

2021 Business Strategy and Performance Highlights

Arrow guides innovation forward for its customers in the areas of industrial automation, edge computing, cloud computing, smart and connected devices, homes, cities, and transportation. Our strategy to be the foremost technology solutions provider positions us well to take advantage of these opportunities. Through a network of 288 locations serving over 90 countries, the Company aggregates disparate sources of electronics components, infrastructure software, and IT hardware to increasingly provide complete solutions for customers on behalf of its suppliers. Our goal is to leave no segments of the technology industry underserved in terms of the products offered and services provided. We aim to accelerate our customers’ time-to-market, ensure secure and consistent supply chains, and drive growth on behalf of our suppliers.

Financial Performance Achievements

In 2021, Arrow Electronics experienced strong market demand for electronic components and associated design, engineering, and supply chain services, which led to record sales, gross profit, operating income, and earnings per share (“EPS”). Arrow helped customers navigate shortages and supply chain challenges so they could maintain production, bring new electronic products to market, and securely manage their applications and data. By helping to mitigate production risks and ensure a continuous supply of products, Arrow deepened customer relationships and solidified its position as a trusted partner. 2021 financial highlights include:

>	record sales totaled $34.5 billion for the year, up 20% from 2020;

>	record gross profit of $4.2 billion, up 32% from 2020;

>	record operating income of $1.6 billion, up 74% from 2020;

>	earnings per share on a diluted basis of $15.10, up 103% from 2020;

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>	returned cash to shareholders by repurchasing approximately 7.7 million shares of common stock for approximately $900 million, reducing shares outstanding by approximately 8% net of shares issued for stock-based compensation;

>	organic investments, strong execution, and financial discipline resulted in 86.4% three-year EPS Growth and 81.9% non-GAAP three-year EPS Growth⁽¹⁾; this growth was the fourth highest of the six companies among Arrow and its Peer Group; and

>	three-year average Return on Invested Capital (“ROIC”) exceeded the three-year Weighted Average Cost of Capital (“WACC”)⁽²⁾ by 1.8 percentage points and 4.3 percentage points on a GAAP and non-GAAP basis, respectively.

Strategic Performance Achievements

Our investments in key strategic growth areas point to a bright future for the Company and are helping customers create, make, and manage their products at an unprecedented scale. Key strategic performance highlights in 2021 include:

>	served over 220,000 customers, and no customer contributed more than 2% of sales;

>	entered into several significant new and expanded distribution agreements intended to help the Company maintain its leadership position in the electronic component and information technology solutions markets; and

>	our investments in people and software tools have enabled us to quickly adjust to industry and economic conditions while remaining laser-focused on the opportunities that will enhance long-term value for our shareholders.

Shareholder Feedback and 2021 Say-On-Pay

We regularly engage with our shareholders to listen to their views on business performance, corporate governance, and sustainability. We also consider the input of our shareholders, along with emerging best practices, to ensure alignment with our executive compensation programs. Following the 2020 Annual Meeting, in response to shareholder feedback, we made a number of changes to our CD&A disclosure as well as the 2021 executive compensation program. Shareholders supported those changes, which was reflected by our say-on-pay vote receiving 92% support at the 2021 Annual Meeting.

Following the 2021 Annual Meeting, we reached out to 29 of our top shareholders representing collectively more than 68% of our shareholder base and engaged with 14 shareholders who collectively held 34% of our outstanding common stock. Shareholders expressed their support for the current program as well as appreciation for the actions the Compensation Committee took to be responsive. During engagements, shareholders also expressed a preference for a portion of executive compensation to be tied to environmental, social, and governance (“ESG”) metrics. Given the importance of ESG to our Company, the Compensation Committee agreed with this feedback and beginning with 2022 compensation, the Strategic Goals, accounting for 30% of the Annual Cash Incentive award, will be based on quantitative ESG objectives.

An overview of our 2021 executive compensation program is below and reflects the following changes:

>	eliminated stock option awards and rebalanced the mix of equity grants in our Long-Term Incentive Program (“LTIP”) to 50% Performance Stock Units (“PSUs”) and 50% Restricted Stock Units (“RSUs”); and

>	revised the design of the PSUs starting in 2021 so that no payout can be earned in the event that three-year ROIC does not exceed WACC.

(1)	Refer to the Appendix to this Proxy Statement for further detail on three-year EPS Growth and a reconciliation of Non-GAAP three-year EPS growth.

(2)	Refer to the Appendix to this Proxy Statement for further detail on ROIC in excess of WACC and a reconciliation of Non-GAAP ROIC in excess of WACC.

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2021 Executive Compensation Program At-A-Glance

Our executive compensation program emphasizes performance-based compensation and is tied directly to the drivers of value creation for the Company’s shareholders, as summarized below.

Key Elements
Pay Element		Form	Performance Metric
Base Salary	Cash		> Base salary is set at market competitive levels and does not have an additional performance metric
Annual Cash Incentives	Cash		> 70% Absolute EPS⁽¹⁾ > 30% Strategic Gross Profit Growth Goals
LTIP	50% - RSUs		> Stock price performance
		50% - PSUs		> 60 three-year Relative EPS Growth⁽²⁾ > 40% three-year average ROIC minus WACC⁽³⁾

(1)	Absolute EPS is a Non-GAAP measure; for further detail and reconciliation, refer to the Appendix to this Proxy Statement

(2)	Relative EPS Growth is a Non-GAAP measure; for further detail and reconciliation, refer to the Appendix to this Proxy Statement

(3)	ROIC minus WACC is a Non-GAAP measure; for further detail and reconciliation, refer to the Appendix to this Proxy Statement

Incentive Plans: A Closer Look at the Performance Metrics

The Compensation Committee discusses metric selection on a regular basis. The focus of our annual and long-term incentive plans is achieving profitable growth and driving long-term shareholder value creation by supporting the following key objectives:

>	To generate EPS growth in excess of our competitors’ EPS growth and market expectations;

>	To grow EPS at a rate that provides the capital necessary to support the Company’s business strategy; and

>	To allocate and deploy capital effectively so that ROIC exceeds the Company’s cost of capital.

As such, we use a carefully balanced mix of quantifiable absolute and relative financial metrics, and strategic and operational metrics, across our incentive plans ─ with a heavier emphasis on EPS because of its strong

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alignment to shareholders. However, the way EPS is measured and balanced with other performance metrics in order to support our goals works differently under each of the incentive plans, as outlined below:

Annual Cash Incentives

Long Term Incentives

Absolute EPS

Weighted 70%

Defined as a pre-determined range of Company performance targets for the fiscal year

Driven by specific Company initiatives designed to improve financial performance results

Easily understood by stakeholders

Strategic Goals: Focus on Growth

Weighted 30%

Places focus on business segments that are critical to our strategic growth and sustainability objectives

o

For 2021, measured against 7% gross profit growth targets for these business segments

Are dynamic and expected to change on an annual basis depending on the relevant business priorities for the performance year

o

The Compensation Committee determines specific, measurable targets that are aligned with expected market growth

Provides balance to Absolute EPS

Three-Year Relative EPS Growth

Weighted 60%

Defined as Arrow’s three-year EPS growth as compared to the EPS growth of Arrow’s Peer Group

Holds management accountable to outperform peers over the performance period

Creates long-term shareholder value

Operational Metrics: Focus on Efficiency

Weighted 40%

Measures performance based on Arrow’s three-year average ROIC in excess of its three-year WACC

Helps mitigate variance from economic cycles which market-based metrics would introduce

Incentivizes prudent use of capital and rewards value creation

Threshold Trigger: Net Income

Vesting contingent upon a net income threshold

WHAT GUIDES OUR PROGRAM

As a large global provider of technology solutions operating in a highly competitive market, we view our people as critical assets and key drivers of our success. The executive compensation program is designed to attract, retain, and motivate talented executives who are capable of successfully leading the Company’s complex global operations and creating shareholder value.

The program is structured to support Arrow’s strategic goals and reinforce high performance with a clear emphasis on accountability and performance-based pay for the achievement of established targets. As such, a significant portion of total direct compensation (“TDC”) is directly linked to the Company’s short- and long-term performance in the form of cash and equity-based incentive awards. This provides executives with an opportunity to earn above median compensation if the Company delivers desired results or below median when performance targets are not achieved. The portion of pay tied to performance is consistent with Arrow’s executive compensation philosophy and market practices.

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The Principal Elements of Pay

The following principal elements of pay support the Company’s compensation philosophy:


Pay Element	Form	What It Does
Base Salary	Cash (Fixed)	Provides a competitive rate relative to comparable jobs at similar companies and enables the Company to attract and retain critical executive talent.
Annual Cash Incentive Awards	Cash (Variable)	Rewards individuals for performance if they attain pre-established financial and strategic targets that are set by the Compensation Committee at the beginning of the year.
Long-Term Incentive Awards	Equity (Variable)	Promotes a balanced focus on driving performance, retaining talent, and aligning the interests of the Company’s executives with those of its shareholders.

Target Total Direct Compensation Pay Mix

The charts below show the target TDC of the Company’s Chief Executive Officer (“CEO”) and other NEOs for fiscal 2021. Annual and long-term incentives play a significant role in the executives’ overall compensation at Arrow. They are essential to linking pay to performance, aligning compensation with organizational strategies and financial goals, and rewarding executives for the creation of shareholder value.

For fiscal 2021, in the aggregate, 83% of the NEOs’ target TDC was at risk and tied to corporate performance, measured by EPS, ROIC, WACC, and strategic gross profit growth goals (87% for the Company’s CEO and an average of 79% for the other NEOs).

The following charts reflect the distribution of the elements of the CEO’s and remaining NEOs’ target TDC based on grant date values.

Target Total Direct Compensation

Diagram

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Best Compensation Practices and Policies


What We Do		What We Do Not Do
√	Heavy emphasis on variable compensation	×	No guaranteed salary increases or incentive guarantees
√	Balance of short-term and long-term compensation to discourage short-term risk-taking at the expense of long-term results	×	No employment contracts containing multi-year guarantees for salary increases, non-performance-based bonuses, or equity compensation
√	All long-term stock unit incentives vest based on performance	×	No discretionary incentives; no incentive plan payouts without justifiable performance linkage
√	Rigorous stock ownership guidelines	×	No “single trigger” change in control cash payments
√	Meaningful quantitative goals for performance-based annual and long-term compensation	×	No option backdating, repricing, or cash-out of underwater options; no equity awards granted at less than fair market value
√	Clawback policy covering cash and equity incentive compensation	×	No dividends or dividend equivalents paid on unvested performance stock units
√	Annual say-on-pay advisory vote	×	No golden-parachute tax gross-ups on equity compensation
√	Independent compensation consultant	×	No speculative trading, hedging on derivative transactions, or pledging of Company stock
√	Annual compensation risk assessments	×	No excessive or extraordinary perquisites to executives; no excessive tax reimbursements on executive perquisites

THE 2021 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

This section of the CD&A provides details about the three principal elements of pay — base salary, annual cash incentive awards, and long-term incentive awards. Arrow’s pay-for-performance focus is evident in the substantially greater weight given to incentive-based compensation compared to fixed compensation.

Base Salary


Pay Element	Form	Performance Metric
Base Salary	Cash	> Base salary is set at market competitive levels and does not have an additional performance metric

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In making base salary decisions for the NEOs other than the CEO, the Compensation Committee considers its independent compensation consultant’s guidance, CEO’s recommendations, each NEO’s position, and level of responsibility within the Company, as well as a number of other factors, including:

>	individual performance;

>	Company or business unit performance;

>	job responsibilities;

>	time in role; and

>	relevant benchmarking data, which includes Peer Group and third-party general industry survey data.

Subject to ratification by the Board, the CEO’s base salary is determined by the Compensation Committee in executive session based on its evaluation of the CEO’s individual performance, the Company’s performance, and relevant benchmarking data.

In consultation with its independent compensation consultant, the Compensation Committee met in December 2020 to conduct its annual review of base salaries and determine the appropriate 2021 base salary for each then-current NEO. As a result, the Compensation Committee approved a 15% increase to Sean Kerins’ base salary effective January 1, 2021, in conjunction with his promotion from President, Enterprise Computing Solutions to Chief Operating Officer, effective December 28, 2020. Mr. Kerins is the only NEO who received a base salary increase in 2021.


Name	2020		2021		% Change
Michael J. Long	$	1,320,000	$	1,320,000	0%
Sean J. Kerins (1)	$	650,000	$	750,000	15%
Christopher D. Stansbury	$	700,000	$	700,000	0%
Vincent P. Melvin	$	500,000	$	500,000	0%
Gretchen K. Zech	$	500,000	$	500,000	0%

(1)	Mr. Kerin’s increase in his annual cash incentive award target was in conjunction with his promotion from President, Enterprise Computing Solutions to Chief Operating Officer, effective December 28, 2020, to align his compensation with his new role considering Peer Group and market data.

Annual Cash Incentives


Pay Element	Form	Performance Metric
Annual Cash Incentives	Cash	> 70% Absolute EPS > 30% Strategic Gross Profit Growth Goals

The Company’s annual cash incentives, awarded under the Management Incentive Compensation Plan (“MICP”), are designed to reward individuals for performance against pre-established metrics set by the Compensation Committee at the beginning of the year. Each NEO is assigned an annual cash incentive target established based upon the NEO’s level of responsibility, ability to impact overall results, and relevant benchmarking data. Actual annual cash incentive awards may be higher or lower than market since awards are based on results against established performance metrics and can range from 0% to 170% of annual cash incentive target.

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The table below provides a summary of the Annual Cash Incentive targets for each NEO:


Name	2020		2021		% Change
Michael J. Long	$	3,180,000	$	3,180,000	0%
Sean J. Kerins (1)	$	650,000	$	750,000	15%
Christopher D. Stansbury	$	700,000	$	700,000	0%
Vincent P. Melvin	$	500,000	$	500,000	0%
Gretchen K. Zech	$	500,000	$	500,000	0%

(1)	Mr. Kerin’s increase in his annual cash incentive award target was in conjunction with his promotion from President, Enterprise Computing Solutions to Chief Operating Officer, effective December 28, 2020, to align his compensation with his new role considering Peer Group and market data.

2021 Annual Cash Incentive Performance Goals and Results

For fiscal 2021, the annual cash incentive for each of the NEOs was based on a combination of financial and strategic goals weighted at 70% and 30%, respectively.

The 2021 annual cash incentive metrics and results against the targets of those metrics are summarized below.

Financial Goals. Each NEO can earn between 0% and 200% of the target award for this metric based on actual performance against annual financial targets. For 2021, the financial performance metric was Absolute EPS. The Compensation Committee selected Absolute EPS to reinforce the Company’s overall profit objectives, based on the rationale that Absolute EPS is a primary driver of shareholder value.

The Compensation Committee set target Absolute EPS for 2021 at $9.11, a 15% increase over 2020 actual results of $7.92 and a 17.4% increase over 2019 actual results representing the last full pre-pandemic fiscal year. The 2021 targets were set at a time when ongoing business disruption from the COVID-19 pandemic was still a strong possibility as vaccinations were not yet widely available and virus-related lockdowns continued globally. As a result, the 15% growth target was rigorous in the context of the broader macroeconomic environment and when compared to historical EPS growth for Arrow.

At the end of the performance period, the Compensation Committee evaluated the resulting pay outcomes and concluded that the financial goals had appropriately aligned incentives with the actual performance of the company and the leadership team in a challenging market environment.

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		Performance Range
		(% of Target Payout)				Payout
		Threshold	Target	Maximum	Actual	as a % of
Metric	Weighting	(25%)	(100%)	(200%)	Result	Target
Absolute EPS	70%	$6.83	$9.11	$11.39	$15.60	200%

Note: Payouts are linearly interpolated for performance between threshold and maximum. For performance below threshold, there is no payout earned.

Strategic Gross Profit Growth Goals. Each NEO can earn between 0% and 100% of the target award for this metric based on actual performance against annual, strategic gross profit growth goals. Strategic goals are intended to be dynamic and expected to change on an annual basis depending on the relevant business priorities for the performance year. The Compensation Committee then determines specific, measurable targets that are aligned with expected market growth. For 2021, performance on strategic goals was measured against 7% gross profit growth targets for specific business segments that are critical to the Company’s growth and sustainability objectives.

The Compensation Committee identified the most important near-term priority for the long-term success of the Company in 2021 was to grow profitably in key strategic business segments that deliver significantly higher than corporate average returns on working capital investments. Profit growth of 7% exceeded market projections for gross domestic profit growth, electronic component sales growth, or IT spending growth, thus it was a stretch target to measure performance.


		Performance Range
		(% of Target Payout)			Payout
		Threshold	Target/Maximum	Actual	as a % of
Metric	Weighting	(75%)	(100%)	Result	Target
Strategic Gross Profit Growth Goals	30%	5%	7%	22%	100%

Note: Payouts are linearly interpolated for performance between threshold and target. For performance below threshold, there is no payout earned. No additional award is earned for achieving sales growth greater than 7% ─ maximum payout is capped at 100%. Performance on the individual strategic gross profit growth metrics varied yielding a 50% overall payout as a percentage of target.

The table below sets forth the 2021 Annual Cash Incentive awards paid to each NEO based on the achievement of Absolute EPS and Strategic Gross Profit Growth. The performance achievements were superior, substantially exceeding the maximum performance targets, resulting in maximum payout awards of 170%, which, under its negative discretion review and determination authority, the Compensation Committee approved.


	Target		Strategic
	Annual Cash	Arrow	Growth Goal	Total
	Incentive	EPS Payout	Payout	Payout (as %	Total
Name	Award ($)	(70% Weighting)	(30% Weighting)	of Target)	Payout ($)
Michael J. Long	3,180,000	200%	100%	170%	5,406,000
Sean J. Kerins	750,000	200%	100%	170%	1,275,000
Christopher D. Stansbury	700,000	200%	100%	170%	1,190,000
Vincent P. Melvin	500,000	200%	100%	170%	850,000
Gretchen K. Zech	500,000	200%	100%	170%	850,000

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Long-Term Incentive Awards

Long-term incentive awards are designed to promote a balanced focus on driving performance, retaining talent, and aligning the interests of the Company’s NEOs with those of its shareholders. Under the LTIP, awards are expressed in dollars and are normally granted annually. For 2021, the LTIP included a mix of PSUs and RSUs.

LTIP Equity Mix
Form	Performance Metric	Rationale	Detail
50% - PSUs	> 60% three-year Relative EPS Growth > 40% three-year average ROIC minus three-year WACC	Rewards for three-year EPS growth relative to Arrow’s Peer Group Companies, as adjusted for Arrow’s three-year average ROIC in excess of WACC	> The number of PSUs earned (from 0% to 185% of target number of PSUs granted) is based on the Company’s performance over a three-year period⁽¹⁾ > PSUs are paid out in shares of Arrow stock at the end of the three-year vesting term
50% - RSUs	> Stock price performance	Supports retention	> RSUs generally vest in four equal annual installments beginning on the first anniversary of the grant⁽¹⁾ > RSUs are paid out in shares of Arrow stock when vested

(1) Vesting is contingent upon the Company achieving a Non-GAAP net income of greater than zero in the fiscal year of the initial grant.

CHANGED FOR 2021

In response to shareholder feedback, stock options were eliminated, and the mix of equity awards was rebalanced effective fiscal 2021, as described in the table above

LTIP Structure

Diagram

Description automatically generated

2021 Target LTIP Award Opportunities

The Compensation Committee evaluates the CEO’s performance considering prior grant history, the Compensation Committee’s assessment of his contribution, potential contribution, performance during the prior year, peer compensation benchmarking analysis, and the long-term incentive award practices of the Peer Group to determine his annual long-term incentive award.

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The Compensation Committee also makes LTIP award decisions for other executives based on the factors discussed above and input from the CEO. These awards are set forth below. For more detail, including the expense to the Company associated with each grant, see the Grants of Plan-Based Awards Table.

The Company’s annual long-term incentives, awarded under the LTIP, are designed to reward individuals for performance against pre-established metrics set by the Compensation Committee. Each NEO is assigned an annual long-term incentive target established based upon the NEO’s level of responsibility, ability to impact overall results, and relevant benchmarking data.

The table below provides a summary of the LTIP targets for each NEO:


Name	2020		2021		% Change
Michael J. Long	$	6,000,000	$	6,000,000	0%
Sean J. Kerins (1)	$	1,500,000	$	2,300,000	53%
Christopher D. Stansbury	$	1,600,000	$	1,600,000	0%
Vincent P. Melvin	$	1,300,000	$	1,300,000	0%
Gretchen K. Zech	$	1,300,000	$	1,300,000	0%

(1)	Mr. Kerin’s increase in his annual long-term incentive award target was in conjunction with his promotion from President, Enterprise Computing Solutions to Chief Operating Officer, effective December 28, 2020, to align his compensation with his new role considering Peer Group and market data.

The Compensation Committee generally makes annual equity grants at the first regularly scheduled Board meeting of the calendar year. The Company’s three-year average burn rate of 0.85% of weighted average basic common shares outstanding reflects its prudent management of equity shares used under its LTIP.

The 2021 LTIP awards were granted as follows:


Name	PSUs	RSUs
Michael J. Long	28,167	28,166
Sean J. Kerins	10,798	10,797
Christopher D. Stansbury	7,511	7,512
Vincent P. Melvin	6,103	6,103
Gretchen K. Zech	6,103	6,103

Proxy Statement	1

The Purpose of this Statement	1
Invitation to the Annual Meeting	1
Voting Instructions	1
Shareholders Entitled to Vote	2
Revocation of Proxies	2
Cost of Proxy Solicitation	2
Proposals Requiring Your Vote	3
Voting Your Shares	3

Certain Shareholders	4

Holders of More than 5% of Common Stock	4
Shareholdings of Directors and Executive Officers	5

Proxy Statement Highlights	6

Company Overview	6
Environmental, Social, and Governance Overview	6
Inaugural Environmental, Social, and Governance Report	7
Our Response to COVID-19	8
Corporate Governance Highlights	9
Commitment to Board Diversity	9

Proposal 1: Election of Directors	11

Board Membership Requirements	11
Board Nominations and Succession	11
Diversity	12

Director Resignation Policy	19

The Board and Its Committees	20

Chief Executive Officer and Chairman Positions	21
Lead Director	21
Committees	21
Audit Committee	22
Compensation Committee	22
Corporate Governance Committee	23
Succession Planning	24
Enterprise Risk Management	24
Compensation Risk Analysis	24
Environmental, Social, and Governance Oversight	25
Information Security, Privacy, and Compliance Oversight	26
Board and Committee Assessments	26
Independence	26
Compensation Committee Interlocks and Insider Participation	26
Meetings and Attendance	27
Director Compensation	27
Stock Ownership by Directors	29

Audit Committee Report	30

Principal Accounting Firm Fees	31

Proposal 2: Ratification of Appointment of Auditors	32

Proposal 3: Advisory Vote on Named Executive Officer Compensation	33

Report of the Compensation Committee	34
A Letter from the Compensation Committee	35

Compensation Discussion and Analysis	36

Executive Compensation	36
Executive Summary	36
2021 Business Strategy and Performance Highlights	36
Shareholder Feedback and 2021 Say-On-Pay	37
2021 Executive Compensation Program At-A-Glance	38
What Guides Our Program	39
The Principal Elements of Pay	40
Target Total Direct Compensation Pay Mix	40
Best Compensation Practices and Policies	41
The 2021 Executive Compensation Program in Detail	41
Base Salary	41
Annual Cash Incentives	42
Long-Term Incentive Awards	45
The Company’s Decision-Making Process	49
The Role of the Compensation Committee	49
The Role of Management	49
The Role of the Independent Compensation Consultant	49
The Role of Peer Companies	50
Other Practices, Policies, and Guidelines	51
Stock Ownership Requirements	51
Clawback Policy	52
Anti-Hedging and Anti-Pledging Policy	52
Severance Policy and Change in Control Agreements	53
Retirement Programs and Other Benefits	53
Tax and Accounting Considerations	53

Compensation of the Named Executive Officers	54

Summary Compensation Table	54
All Other Compensation — Detail	55
Grants of Plan-Based Awards	56
Outstanding Equity Awards at Fiscal Year-End	57
Stock Vested and Options Exercised in 2021	59
Deferred Compensation Plans	60
Supplemental Executive Retirement Plan	60

Agreements and Potential Payouts upon Termination or Change in Control	62

Severance Policy	62
Participation Agreements	63
Change in Control Retention Agreements	63
Impact of Section 409A of the Internal Revenue Code	64
Potential Payouts upon Termination	64
Performance Stock Unit, Restricted Stock Unit, and Non-Qualified Stock Option Award Agreements	68

CEO Pay Ratio	69

Related Person Transactions	70
Delinquent Section 16(a) Reports	71

Availability of More Information	71

Multiple Shareholders with the Same Address	72

Submission of Shareholder Proposals	73
Appendix – Non-GAAP Executive Compensation	74