ScanSource DEF 14A: Executive Pay & Director Elections

Ticker: SCSC · Form: DEF 14A · Filed: Oct 25, 2024 · CIK: 918965

Scansource, Inc. DEF 14A Filing Summary
FieldDetail
CompanyScansource, Inc. (SCSC)
Form TypeDEF 14A
Filed DateOct 25, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$372 m, $185 million, $100 million, $43.3 million, $123 million
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

Related Tickers: SCSC

TL;DR

ScanSource DEF 14A out: exec pay details, director votes, auditor OK. Vote by 12/10.

AI Summary

ScanSource, Inc. filed a DEF 14A on October 25, 2024, detailing executive compensation for the fiscal year ending June 30, 2024. The filing includes information on various compensation components for named executive officers, such as salary, bonus, stock awards, and other benefits, as well as details on equity awards and pension plans. It also covers proposals for the annual meeting of stockholders, including the election of directors and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions on director elections and auditor ratification.

Risk Assessment

Risk Level: medium — DEF 14A filings can reveal information about executive compensation, potential conflicts of interest, and shareholder proposals that may impact the company's stock price and future performance.

Key Numbers

  • 0630 — Fiscal Year End (Indicates the end of the reporting period for financial data.)

Key Players & Entities

  • SCANSOURCE, INC. (company) — Filer
  • PricewaterhouseCoopers LLP (company) — Independent registered public accounting firm
  • 20241025 (date) — Filing date
  • 20241210 (date) — Fiscal year end

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing is a proxy statement used to solicit shareholder votes on various corporate matters, including the election of directors, executive compensation, and the ratification of auditors.

When is the fiscal year end for ScanSource, Inc. according to this filing?

The fiscal year end for ScanSource, Inc. is June 30 (0630).

Who is identified as ScanSource, Inc.'s independent registered public accounting firm?

PricewaterhouseCoopers LLP is identified as the independent registered public accounting firm.

What is the filing date of this DEF 14A?

This DEF 14A filing was made on October 25, 2024 (20241025).

What are some of the key compensation components detailed in the filing?

The filing details components such as salary, bonus, stock awards, and other benefits for named executive officers, as well as information on equity awards and pension plans.

Filing Stats: 4,693 words · 19 min read · ~16 pages · Grade level 16.3 · Accepted 2024-10-25 08:30:40

Key Financial Figures

  • $372 m — was operating cash flow for the year of $372 million, driven by working capital effici
  • $185 million — is strong, ending the fiscal year with $185 million in cash and a total debt to net income
  • $100 million — are repurchase program by an additional $100 million. In fiscal 2024, we repurchased 980,539
  • $43.3 million — we repurchased 980,539 shares totaling $43.3 million under the share repurchase program and
  • $123 million — nd of the fiscal year had approximately $123 million available under the authorization, whic

Filing Documents

Executive Compensation

Executive Compensation 21 Resolution 21 Effect of Resolution 21 Recommendation of the Board of Directors 21 PROPOSAL NUMBER 3—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 23 Fees Paid to Independent Registered Public Accounting Firm 23 Audit Committee's Pre-approval Policies and Procedures 23 Recommendation of the Board of Directors 23 PROPOSAL NUMBER 4—APPROVAL OF SCANSOURCE, INC. 2024 OMNIBUS INCENTIVE COMPENSATION PLAN 24 Background of the Proposal 24 Summary of 2024 Omnibus Incentive Compensation Plan 24 U.S. Federal Income Tax Consequences 30 New Plan Benefits 32 Recommendation of the Board of Directors 32

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 33 Information About Our Executive Officers 33 Compensation Discussion and Analysis 34 Compensation Tables 51 Employment Arrangements and Potential Payments upon Certain Events 56 Pay Ratio Disclosure 62 Policies and Practices Related to the Grants of Certain Equity Awards Close in Time to the Release of Material Non-Public Information 62 Pay Versus Performance 63 Compensation Committee Interlocks and Insider Participation 67 Compensation Committee Report 68 EQUITY COMPENSATION PLAN INFORMATION 69 AUDIT COMMITTEE REPORT 70 STOCK OWNERSHIP INFORMATION 71

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 71 Delinquent Section 16(a) Reports 73 OTHER BUSINESS 74 SHAREHOLDER PROPOSALS 75 HOUSEHOLDING 77 APPENDIX A—2024 OMNIBUS INCENTIVE COMPENSATION PLAN 78 APPENDIX B—NON-GAAP FINANCIAL MEASURES 106 Annual Meeting Information The enclosed proxy is solicited by the Board of Directors of ScanSource, Inc. (the "Board of Directors" or the "Board") for the Annual Meeting of Shareholders (the "Annual Meeting") to be held at 9:00 a.m., Eastern Standard Time, on Tuesday, December 10, 2024 at our principal executive offices located at 6 Logue Court, Greenville, South Carolina 29615 and any adjournment or postponement thereof. This Proxy Statement contains information relating to the proposals to be voted upon at the Annual Meeting, the voting process, the Board, the compensation of our named executive officers ("Named Executive Officers" or "NEOs") and certain other information. The solicitation of proxies is being made by our directors and employees, and the cost of soliciting proxies will be borne by the Company. Copies of solicitation materials may be furnished to brokers, custodians, nominees and other fiduciaries for forwarding to beneficial owners of shares of our common stock, and the Company will reimburse the normal handling charges for such forwarding services. Solicitation of proxies may be made by mail, in person, by telephone or by other electronic means, and by our directors, executive officers and other employees, who will receive no additional compensation for their services. As used in this Proxy Statement, the terms "ScanSource," the "Company," "we," "us" and "our" refer to ScanSource, Inc. and its consolidated subsidiaries as a combined entity, except where it is clear that the terms mean only ScanSource, Inc. The term "common stock" means shares of our common stock, no par value per share. PROPOSALS TO BE CONSIDERED The following proposals are expected to be

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