AVNET INC

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PSUs Earned Under First Tranche of Fiscal 2024 Grants. For PSU awards granted in fiscal 2024, the following tables summarize the achievement of performance goals under the first tranche during the performance period of fiscal year 2024 and the number of PSUs earned by each NEO. Earned PSUs will vest and become payable when the Committee certifies the results for the performance period for the third tranche, which ends on June 27, 2026.

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See Appendix A to this Proxy Statement for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures. For additional information regarding the fiscal 2024 performance of the Company, please refer to the Company’s Annual Report on Form 10-K for the year ended June 29, 2024.

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(1)

Earned PSUs will vest and become payable when the Committee certifies the results for the performance period for the third tranche under each plan.

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Additional Compensation Elements

Qualified Pension Plan. The Company provides a retirement benefit to certain employees under a tax-qualified retirement plan (a type of tax-qualified defined-benefit plan commonly referred to as a cash balance plan). Cash balance plans are similar to a defined-contribution plan in that a participant’s benefit is a stated account balance. As a cash balance plan, the Pension Plan allows the Company to apply any earnings on the Plan’s investments beyond the fixed return provided to participants toward the Company’s future cash funding obligations. The Pension Plan, including NEO participation, is more fully described in the “Pension Benefits” section.

401(k) Plan. The Company provides a tax-qualified defined-contribution 401(k) Plan for employees after a 30-day waiting period. The plan allows eligible employees to make contributions on a pre- and post-tax basis through payroll deductions (up to IRS limits) and invest their contributions in one or more investment options. New employees are automatically enrolled for a 3% pre-tax contribution but have the ability to opt out before the effective date. The plan does not provide a Company match. Instead, the Company provides retirement contributions to eligible employees through the Pension Plan.

Nonqualified Retirement Plans. The Company provides a retirement benefit to certain employees under the following nonqualified retirement plans: (1) the restoration pension plan (the “Restoration Plan”) and (2) the supplemental executive officers’ retirement plan (the “SERP”). The SERP was closed to new participants