M.F. (FRAN) KEETH - Corporate Board Profile

ARROW ELECTRONICS, INC.

Filing Date	Source Excerpt
2017-03-29	M.F. (Fran) Keeth, 70 director since 2004 Mrs. Keeth was Executive Vice President of Royal Dutch Shell plc and Chief Executive Officer and President of Shell Chemicals Limited, a services company responsible for Royal Dutch Shell’s global petrochemical businesses, from January 2005 to December 2006. She served as Executive Vice President of Customer Fulfillment and Product Business Units for Shell Chemicals Limited from 2001 to 2006 and was President and Chief Executive Officer of Shell Chemical LP, a U.S. petrochemical member of the Royal Dutch/ShellGroup, from July 2001 to July 2006. Mrs. Keeth also serves as the lead director of Verizon Communications Inc. Within the past five years, she has served as a director of Peabody Energy Corporation. Committee memberships and chair assignments are reviewed annually by the Corporate Governance Committee, which makes appointment and chair recommendations to the Board. The Table below reflects committee memberships for calendar year 2016. Committee Name Independent Audit Compensation Corporate Governance M.F. (Fran) Keeth X C The following Table shows the total dollar value of compensation received by all non-management directors in or in respect of 2016. M.F. (Fran) Keeth 100,000 150,000 — 250,000
2018-03-28	M.F. (Fran) Keeth, 71 director since 2004 Mrs. Keeth was Executive Vice President of Royal Dutch Shell plc and Chief Executive Officer and President of Shell Chemicals Limited, a services company responsible for Royal Dutch Shell’s global petrochemical businesses, from January 2005 to December 2006. She served as Executive Vice President of Customer Fulfillment and Product Business Units for Shell Chemicals Limited from 2001 to 2006 and was President and Chief Executive Officer of Shell Chemical LP, a U.S. petrochemical member of the Royal Dutch/ShellGroup, from July 2001 to July 2006. Mrs. Keeth also serves as the lead director of Verizon Communications Inc. Within the past five years, she has served as a director of Peabody Energy Corporation. Committee memberships and chair assignments are reviewed annually by the Corporate Governance Committee, which makes appointment and chair recommendations to the Board. The Table below reflects committee memberships for calendar year 2017. M.F. (Fran) Keeth Independent: X Jan - May: C May - Dec: C Audit Committee Chair Compensation Committee Chair Non-Management Director Compensation M.F. (Fran) Keeth Fees Earned($): 110,281 Stock Awards($): 150,000 Total ($): 260,281
2019-03-27	M.F. (Fran) Keeth, 72 director since 2004 Mrs. Keeth was Executive Vice President of Royal Dutch Shell plc and Chief Executive Officer and President of Shell Chemicals Limited, a services company responsible for Royal Dutch Shell’s global petrochemical businesses, from January 2005 to December 2006. She served as Executive Vice President of Customer Fulfillment and Product Business Units for Shell Chemicals Limited from 2001 to 2006 and was President and Chief Executive Officer of Shell Chemical LP, a U.S. petrochemical member of the Royal Dutch/ShellGroup, from July 2001 to July 2006. Mrs. Keeth also serves as the lead director of Verizon Communications Inc. Mrs. Keeth’s knowledge and expertise helped guide the direction, culture, and operational excellence of Shell Chemicals Limited. She held a number of senior financial positions, including Principal Accounting Officer and Controller. As a result of this experience and associated expertise, Mrs. Keeth is considered an “audit committee financial expert” as the term is defined in Item 407(d) of Regulation S‑K. In addition to her extensive financial expertise, Mrs. Keeth brings to the Board executive leadership experience as a chief executive officer and a global business perspective from her service as an executive officer of a large multinational company and her service on other public company boards. Committee memberships and chair assignments are reviewed annually by the Corporate Governance Committee, which makes appointment and chair recommendations to the Board. The table below reflects committee memberships for calendar year 2018. Committee Name Independent Audit Compensation Corporate Governance M.F. (Fran) Keeth X C C= Chair M= Member The independent, non-management members of the Board (that is, all members except Mr. Long) receive 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 or Audit Committee Chair $ 20,000 In addition to the cash fees, each non-management director receives an annual grant of RSUs valued at $150,000, based on the fair market value of Arrow common stock on the date of grant. Commencing in 2019, the annual grant of RSUs will increase to $175,000. Further, the Lead Director receives another annual award of RSUs valued at $30,000 in recognition of the additional responsibilities associated with such position. The following table shows the total dollar value of compensation received by all non-management directors in or in respect of 2018. Non-Management Director Compensation Name Fees Earned($)(1) Stock Awards($)(2) All OtherCompensation($)(3) Total ($) M.F. (Fran) Keeth 120,000 150,000 — 270,000