DEF 14A of TD Synnex Corp, Feb 5, 2024

DEF 14A of TD Synnex Corp

Filed Feb 5, 2024 · FY20230001177394-24-000022

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Directors and Nominees

    Directors and Nominees Our Bylaws currently provide that the number of directors which shall constitute the whole Board shall be fixed from time to time by the Board or our stockholders. We currently have thirteen directors, three of whom informed the Board that they will retire from the Board when their current terms of office expire, effective at the Annual Meeting. The Board has fixed the number of directors to constitute the whole Board upon the time of the Annual Meeting at eleven. At the Annual Meeting, eleven persons have been nominated to be elected as members of the Board, each for a one-year term or until their successors are duly elected and qualified. The Nominating and Corporate Governance Committee of the Board has nominated, and the Board has designated, the eleven persons set forth below for election at the Annual Meeting. All of the nominees were elected for their current term at our 2023 Annual Meeting of Stockholders held on March 21, 2023, except for Kathleen Crusco and Claude Pumilia, who were appointed on September 28, 2023, and Ting Herh. Current directors Fred Breidenbach, Matthew Miau and Duane Zitzner have determined to retire and will not stand for re-election. The proxies given to the proxy holders will be voted as directed and, if no direction is given, will be voted FOR the eleven nominees. The Board knows of no reason why any of these nominees should be unable or unwilling to serve. However, if for any reason any nominee should be unable or unwilling to serve, the proxies will be voted for any nominee designated by the Board to fill the vacancy.

  3. General

    General Pursuant to the New York Stock Exchange (“NYSE”) listing standards, a majority of the members serving on the Board must be independent directors. The Board has determined that Kathleen Crusco, Ting Herh, Hau Lee, Nayaki Nayyar, Claude Pumilia, Merline Saintil, and Ann Vezina have no material relationship with us and that each of these director nominees is independent. Board nominees also include five racially diverse directors and four women directors. Certain additional information with respect to each nominee appears on the following pages, including their age (as of February 5, 2024), position (if any) with TD SYNNEX, business experience during at least the past five years, directorships of other publicly-traded corporations, and agreements pursuant to which certain of our directors are nominated. Each nominee’s biographical information includes a description of the nominee’s experience, qualifications, attributes or skills that qualify the nominee to serve on the Board at this time.

  4. Business Experience of Nominees

    Business Experience of Nominees

  5. Business Experience of Nominees

    | | Ann Vezina, 60, has served as Chair of the Board since September 2023, as Lead Independent Director from September 2021 to August 2023, and as a member of the Board since February 2017. From July 2013 to August 2015, she was Corporate Vice President, Human Resources for Xerox Business Services, LLC and from February 2010 to July 2013, she was Corporate Vice President and Chief Operations Officer for Xerox Business Services, LLC, a workplace solutions and document management company. Previously, she served as Executive Vice President and Group President, Commercial Solutions for Affiliated Computer Services, Inc. (“ACS”), an IT service company, before the acquisition of ACS by Xerox Holdings Corporation (Nasdaq: XRX), a workplace solutions and document management company, in 2010. She began her career with Electronic Data Systems Corporation, an information technology equipment and services company, taking on roles of increasing responsibility during her 18 years there. She serves on the board of directors of Concentrix Corporation (“Concentrix”) (Nasdaq: CNXC), a business services company, where she is the Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. Ms. Vezina graduated with a Bachelor of Science degree in Business Administration from Central Michigan University. As an executive with over 30 years of experience in the global business process outsourcing industry, and most recently in a human resources role, we believe that Ms. Vezina contributes her leadership skills, large-scale personnel management background, and business experience to the Board. In addition, we believe that Ms. Vezina’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to the Board’s perspective and effectiveness. | | | Robert Kalsow-Ramos, 37, has served as Vice Chair and as a member of our Board since September 2021. He is Partner, Private Equity, at Apollo Global Management, Inc. (“Apollo”), a global private-equity firm, where he primarily focuses on investments in the services and technology sectors. He serves on the board of directors of West Technology Group (formerly known as Intrado Corporation), a technology-enabled services company, Avaya, a provider of communications software, services and hardware, and EmployBridge, a workforce solutions business. Mr. Kalsow-Ramos previously served on the board of directors of Ingenico, a payment technology and services business, from September 2022 to October 2023, Hexion Holdings LLC, a chemical company, from October 2014 to July 2019, MPM Holdings Inc., a chemical company, from October 2014 to May 2019, Alorica, Inc., a business process outsourcing company, from December 2020 to November 2022, and Noranda Aluminum Holding Corporation, an aluminum company, and was also involved in the firm’s investment in Evertec, Inc. (NYSE: EVTC), a full- service transaction processing business. Prior to joining Apollo in 2010, Mr. Kalsow-Ramos was a member of the Investment Banking group at Morgan Stanley (NYSE: MS), an investment management company. Mr. Kalsow-Ramos received his Bachelor of Business Administration degree from the Stephen M. Ross School of Business at the University of Michigan, where he graduated summa cum laude. He is co-chair of the board of directors of The TEAK Fellowship, a non-profit organization based in New York City, and is a member of the Apollo Opportunity Foundation grants council. We believe that Mr. Kalsow-Ramos contributes his leadership skills, finance and technology background, and business experience to the Board. In addition, we believe that Mr. Kalsow-Ramos’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to the Board’s perspective and effectiveness. Finally, Apollo-managed funds hold approximately 20% of our common stock as of the date of this Proxy Statement, and, for this reason, we believe that Mr. Kalsow-Ramos brings a unique ownership and stockholder representative perspective to the Board. |

  6. Business Experience of Nominees

    | | Richard Hume, 64, has served as our President and Chief Executive Officer and as a member of the Board since September 2021. Immediately before that, he served as Chief Executive Officer and as a director of Tech Data Corporation (“Tech Data”), a distribution company specializing in IT products and services, since June 2018, and prior to that served as its Executive Vice President, Chief Operating Officer from March 2016. Before joining Tech Data, Mr. Hume was with International Business Machines Corporation (NYSE: IBM), a technology corporation, for more than 30 years, most recently serving as General Manager and COO, Global Technology Services. Mr. Hume serves on the board of directors of The Allstate Corporation (NYSE: ALL), an insurance company. Mr. Hume holds a Bachelor of Science degree in Accounting from the Pennsylvania State University. As our President and Chief Executive Officer, and as a former executive officer of Tech Data, we believe that Mr. Hume contributes his leadership skills, industry knowledge, technology background, and business experience to the Board. In addition, we believe that Mr. Hume’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. We also believe it is important that our Chief Executive Officer serves on our Board. | | | Kathleen Crusco, 58, has served as a member of our Board since September 2023. From December 2017 to January 2020, Ms. Crusco served as Chief Financial Officer of Kony, Inc., a cloud-based digital application and low-code platform solutions company. Prior to Kony, Inc., Ms. Crusco served as Executive Vice President, Chief Operating Officer and Chief Financial Officer at Epicor Software Corporation, a global enterprise resource planning software (“ERP”) company, from May 2007 to November 2017. From January 2002 to May 2007, Ms. Crusco served as VP Finance at Polycom, a global communications company. Ms. Crusco is an experienced Chief Financial Officer and board member with a demonstrated history of working in the software and unified communications industries, including cloud-based enterprise software solutions, SaaS based ERP software and cybersecurity software. She was named by Women Inc. as one of 2019 Most Influential Corporate Board Directors, and currently serves on the board of platform (cloud, software, and systems) and managed services company, Calix, Inc. (NYSE: CALX) and several privately held software companies. As a former executive officer of Kony, Inc. and Epicor Software Corporation, we believe that Ms. Crusco contributes her leadership skills, business experience, and financial expertise to the Board. In addition, we believe that Ms. Crusco’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to the Board’s perspective and effectiveness. |

  7. Business Experience of Nominees

    | | Ting Herh, 68, has been the founder & Chair of Davicom Semiconductor, Inc. since 1996. He currently serves as its Board Chair. Davicom specializes in cost effective design, developing and marketing of networking communication ICs. Before Davicom, Mr. Herh held the position of Senior Director at Compaq, Houston from 1994 to 1996. He was responsible for the communication products delivery for consumer PC and Enterprise System Divisions. Prior to Compaq, he was a Head of Engineering in various engineering positions in Dial-up Division at Racal-Vadic (Sunnyvale/Milpitas, CA), Racal-Milgo/Racal-Datacom (Sunrise, FL) from 1980 to 1994. Mr. Herh received his BS from National Chiao Tung University, Taiwan in 1977 and MS Electrical Engineering and Computer Science from the University of California, Berkeley in 1980, and DBA degree from Victoria University, Switzerland in 2005. He has been elected as the Chairman of National Chiao Tung University Alumni Association from 2019 to 2022. Mr. Herh has served as an Independent Director of United Integrated Services Co. (UIS) since 2015. He served as the Chair of the Auditing Committee for six years and as the Chair of the Compensation Committee for eight years. Mr. Herh also serves as an Independent Director of MiTAC Holdings Corp. since May 2022. The aforementioned companies Davicom, UIS and MiTAC Holdings Corp. are all located in Taiwan. Mr. Herh has been in the IT industry especially in the telecom/datacom and semiconductor field for over 43 years. His entrepreneurship, broad international business experience and technology background, plus understanding of electronic manufacturing and logistic processes will contribute to the Board. In addition, we believe that his membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to the Board’s perspective and effectiveness. | | | Hau Lee, 71, has served as a member of the Board since February 2012. Mr. Lee has been the Thoma Professor of Operations, Information and Technology at the Graduate School of Business at Stanford University since 2002, where he has been a professor since 1983. He is the Co- Director of the Stanford Value Chain Innovation Initiative. Mr. Lee was elected to the National Academy of Engineering of the U.S.; Fellow of Manufacturing and Service Operations Management; Production and Operations Management Society; and INFORMS. He is a co-founder of DemandTec, Inc., a retail pricing technology company. Mr. Lee received his Bachelor of Social Science degree in Economics and Statistics from the University of Hong Kong, his Master of Science degree in Operational Research from the London School of Economics, and his Master of Science and Doctor of Philosophy degrees in Operations Research from the Wharton School of the University of Pennsylvania. As a professor in supply chain management, we believe that Mr. Lee contributes his leadership skills, supply chain and technology background, and business experience to the Board. In addition, we believe that his membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. |

  8. Business Experience of Nominees

    | | Nayaki Nayyar, 53, has served as a member of our Board since September 2021. She is Chief Executive Officer of Securonix, Inc., a privately held cybersecurity company, since December 2022. Prior to Securonix, she was President and Chief Product Officer of Ivanti, Inc., a leading supplier of enterprise IT security solutions, from May 2020 to October 2022. Prior to her joining Ivanti, Inc., from October 2016 to July 2020, Ms. Nayyar served as President of Digital Service and Operations Management at BMC Software, Inc., a leading enterprise software solutions provider. Prior to joining BMC Software, Inc., Ms. Nayyar served as General Manager and Global Head of the Internet of Things (IoT) division of SAP SE (NYSE: SAP), a leading provider of enterprise application software, from January 2016 to October 2016. She joined SAP SE in 2011, holding the positions of Senior Vice President, Corporate Strategy, from March 2011 to December 2011, and Senior Vice President, SAP Cloud for Customer Engagement, from January 2012 to December 2015. Ms. Nayyar also served as Vice President and Chief Technical Officer, Enterprise Architecture and Application Services, at Valero Energy Corporation (NYSE: VLO), an international petroleum company, from August 2000 to February 2011. Ms. Nayyar currently serves on the boards of directors of Corteva, Inc. (NYSE: CTVA), a publicly traded agriculture company, and privately held Securonix, Inc. Ms. Nayyar received a Bachelor of Engineering degree in Mechanical Engineering from Osmania University and a Master of Science in Computer Science from University of Houston. As an executive with several years of experience in the technology industry, we believe that Ms. Nayyar contributes her leadership skills and business experience to the Board. In addition, we believe that Ms. Nayyar’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. | | | Matthew Nord, 44, has served as a member of our Board since September 2021. He is Partner and Co-Head of Private Equity at Apollo, having joined in 2003. Previously, Mr. Nord was a member of the Investment Banking division of Salomon Smith Barney Inc., an investment bank. Mr. Nord serves on the board of directors of Tenneco Inc., a company that designs, manufactures and markets automotive products, West Technology Group, a technology-enabled services company, ScionHealth, a hospital solutions provider, and LifePoint Health, a healthcare provider. Mr. Nord also serves on the board of trustees of Montefiore Health System, the board of advisors of the University of Pennsylvania’s Weitzman School of Design and the board of directors of the Rock & Roll Hall of Fame Foundation. Mr. Nord previously served on the board of directors of ADT Inc. (NYSE: ADT), a company that provides electronic security and monitoring services, from April 2016 to June 2022, Exela Technologies, Inc. (Nasdaq: XELA), a business process automation company, from July 2017 to October 2019, where he was on the Nominating and Governance Committees, and Presidio, Inc. (Nasdaq: PSDO), a global digital solutions and services provider, from November 2014 to December 2019, where he was on the Compensation and Nomination Committees. Mr. Nord graduated summa cum laude with a Bachelor of Science degree in Economics from the Wharton School of the University of Pennsylvania. We believe that Mr. Nord contributes his leadership skills, finance and technology background, and business experience to the Board. In addition, we believe that Mr. Nord’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to the Board’s perspective and effectiveness. Finally, Apollo-managed funds hold approximately 20% of our common stock as of the date of this Proxy Statement, and, for this reason, we believe that Mr. Nord brings a unique ownership and stockholder representative perspective to the Board. |

  9. Business Experience of Nominees

    | | Dennis Polk, 57, has served as a member of our Board since February 2012 and is our Hyve Solutions Executive. He served as Executive Chair of our Board from September 2021 through August 2023 and as our President and Chief Executive Officer from March 2018 until September 2021. Mr. Polk joined TD SYNNEX in 2002 as Senior Vice President of Corporate Finance and in the same year became Chief Financial Officer. In 2006, he was promoted to Chief Operating Officer and served in that capacity until he became our President and Chief Executive Officer. Mr. Polk serves on the boards of directors of Concentrix and Terreno Realty Corporation (“Terreno”) (NYSE: TRNO), a real estate company. He joined the board of directors of Concentrix in December 2020 as part of the spin-off of the Concentrix business from TD SYNNEX which was completed on December 1, 2020. At Terreno, he serves as Chair of the Compensation Committee. As our President and Chief Executive Officer from March 2018 until September 2021, an executive of our Company since 2002, and a prior distribution and contract manufacturer executive, we believe that Mr. Polk contributes his leadership skills, distribution and operations knowledge, finance background, and business experience to the Board. In addition, we believe that Mr. Polk’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. | | | Claude Pumilia, 56, has served as a member of our Board since September 2023. Mr. Pumilia brings extensive experience leading software and data services companies. He is currently Chief Executive Officer of Accuris US LLC (“Accuris”), an engineering-focused technology company that delivers AI-powered data and workflow solutions to end users at engineering intensive companies, having joined in August 2023. Previously, from December 2016 to February 2023, Mr. Pumilia served as Chief Executive Officer of DAT Freight and Analytics, a SaaS company for market freight. He has held executive roles across the technology industry, including leadership positions at Roper Technologies, Inc. (Nasdaq: ROP), a diversified industrial company that produces engineered products for global niche markets, CA Technologies, Inc., a software development company, Hewlett Packard Enterprise Company (NYSE: HPE) and Compaq Computer Corporation, an information technology company. He also serves on the board of directors for Allium Holdco, LLC, which is the holding company for Accuris. As the Chief Executive Officer of Accuris and a former executive officer of multiple companies in IT, we believe that Mr. Pumilia contributes his leadership skills, business experience, and financial expertise to the Board. In addition, we believe that Mr. Pumilia’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to the Board’s perspective and effectiveness. |

  10. Business Experience of Nominees

    | | Merline Saintil, 47, has served as a member of our Board since September 2021. She has served as a technology and business executive at Fortune 500 and privately-held companies, including Intuit Inc. (Nasdaq: INTU), a financial software company, Yahoo! Inc., a web services provider, PayPal Holdings, Inc. (Nasdaq: PYPL), a financial technology company, Adobe Inc. (Nasdaq: ADBE), a computer software company, Joyent Inc., a cloud computing software company, and Sun Microsystems, Inc., a technology company. From April 2019 to February 2020, she was the Chief Operating Officer, R&D-IT of Change Healthcare Inc. (Nasdaq: CHNG), a healthcare technology company. Prior to that, she held the position of Head of Operations, Product & Technology with Intuit Inc., from November 2014 until August 2018. Ms. Saintil currently serves on the boards of directors of Rocket Lab USA, Inc. (Nasdaq: RKLB), a space exploration company, since June 2021, GitLab, Inc. (Nasdaq: GTLB), a DevOps company, since October 2020, Symbotic, Inc. (Nasdaq: SYM), a robotics and automation platform company, since June 2022, and Evolv Technologies Holdings, Inc. (Nasdaq: EVLV), an AI security solutions company, since January 2021. Ms. Saintil is Lead Independent Director and Chair of the Compensation Committee at Rocket Lab USA, Inc. and is the Chair of the Nominating and Governance Committees of Symbotic, Inc. and Evolv Technologies Holdings, Inc. Ms. Saintil served on the boards of directors of Banner Corporation (Nasdaq: BANR), a bank holding company, from March 2017 to May 2022, Alkami Technology, Inc. (Nasdaq: ALKT), a digital banking software solutions company, from October 2020 to December 2022, and Lightspeed Commerce Inc. (NYSE: LSPD), an e-commerce software provider, from August 2020 to December 2022. She is certified in Cybersecurity Oversight by the National Association of Corporate Directors and the Carnegie Mellon Software Engineering Institute. Ms. Saintil holds a Bachelor of Science degree in Computer Science from Florida A&M University and a Master of Science degree in Software Engineering Management from Carnegie Mellon University, and has completed Stanford Directors’ College and Harvard Business School’s executive education program. Due to her significant experience in product, technology, and business operations, we believe that Ms. Saintil contributes her leadership skills and business experience to the Board. In addition, we believe that Ms. Saintil’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. |

  11. Additional Information Regarding the Directors and Director Nominees

    Additional Information Regarding the Directors and Director Nominees There are no family relationships among any of our directors or executive officers. Robert Kalsow-Ramos, Nayaki Nayyar, and Matthew Nord were nominated for election to the Board by the Apollo Entities (as defined in “Certain Relationships and Related Party Transactions”) pursuant to the Investor Rights Agreement that we entered into in connection with the completion of our acquisition of Tech Data in September 2021. For more information about the terms of the Investor Rights Agreement, see the section entitled “Certain Relationships and Related Party Transactions—Transactions Entered Into in Connection with the Mergers—Related Agreements.” The Apollo Entities hold greater than 5% of our outstanding common stock. The eleven nominees for director receiving the highest number of affirmative votes will be elected as directors with stockholders having the option to either vote “for” each director or to “withhold” their vote. However, the Board has adopted a policy for director elections whereby if a director receives a greater number of votes “withheld” than votes “for” , the Board will review the outcome and make a determination as to the proper remedy. In its review, the Board will consider the totality of the circumstances surrounding the vote to evaluate the situation, and is authorized to remedy the situation as it deems appropriate, including requesting that the affected director resign from the Board. A “withhold” vote as to any director nominee will have no effect on the vote’s outcome because the candidates who receive the highest number of affirmative “for” votes are elected; however, “withhold” votes may prevent a director from obtaining a majority of “for” votes, which would trigger the aforementioned additional Board scrutiny. Unless marked to the contrary, proxies received will be voted “FOR” the nominees. The Board recommends a vote “FOR” the election of the nominees set forth above as directors of TD SYNNEX.

  12. 2023 Directors’ Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Fred Breidenbach | 100,000 | 184,979 | 1,712 | 286,691 | | Kathleen Crusco(4) | 17,582 | 92,470 | 345 | 110,397 | | Robert Kalsow-Ramos(5) | — | — | — | — | | Hau Lee | 120,000 | 184,979 | 1,712 | 306,691 | | Matthew Miau | 100,000 | 184,979 | 1,712 | 286,691 | | Nayaki Nayyar | 120,000 | 184,979 | 1,712 | 306,691 | | Matthew Nord(5) | — | — | — | — | | Claude Pumilia(4) | 17,582 | 92,470 | 345 | 110,397 | | Merline Saintil | 100,000 | 184,979 | 1,712 | 286,691 | | Ann Vezina | 163,750 | 184,979 | 1,712 | 350,441 | | Duane Zitzner | 135,000 | 184,979 | 1,712 | 321,691 |

  13. Interests of the Company’s Directors and Executive Officers in the Mergers

    Interests of the Company’s Directors and Executive Officers in the Mergers In connection with the Mergers, on September 1, 2021, we issued common stock to Tiger Parent as part of the Merger Consideration. The general partner of Tiger Holdings had adopted resolutions prior to the Mergers, pursuant to which, immediately following the effectiveness of the Mergers, all profits interests of Tiger Holdings, all of which were held by certain members of management of Tech Data Corporation, were cancelled and exchanged for the right to receive an aggregate of 1,206,549 shares of our common stock. On September 9, 2021, Tiger Holdings transferred 455,207 shares of that common stock to those management members and placed in an escrow account administered by Tiger GP the other 751,342 shares, which would be distributed to those management members pending satisfaction of certain time-based vesting requirements by them. Fifty percent of the escrowed shares vested one year following the closing date of the Mergers. The remaining fifty percent of the escrowed shares vested two years following the closing date of the Mergers; therefore, during our fiscal year 2023 Tiger Parent transferred a certain number of shares of our common stock to certain of our officers and directors, as indicated below:

  14. Interests of the Company’s Directors and Executive Officers in the Mergers

    | Name | Shares (#) | Approximate Value of Shares(1) ($) | | Richard Hume | 81,194 | 8,602,504 | | David Vetter | 16,896 | 1,790,131 | | Patrick Zammit | 35,200 | 3,729,440 | | John Henry | 3,599 | 381,314 |

  15. Interests of the Company’s Directors and Executive Officers in the Mergers

    ————— (1) Based on the closing price of our common stock on January 22, 2024, $105.95.

  16. Objectives and Philosophy of Our Compensation Program

    Objectives and Philosophy of Our Compensation Program In June 2017, the Board determined that, consistent with the stockholders’ advisory vote in March 2017, it will include in our proxy materials a stockholder vote on executive compensation every year until the next required stockholder vote on the frequency of stockholder votes concerning executive compensation. At last year’s Annual Meeting, our stockholders approved our executive compensation programs, as disclosed in last year’s proxy statement, in an advisory “say on pay” vote, with 86,312,020 votes cast in favor of approval and approximately 2,611,511 votes cast against. As the Compensation Committee evaluated our compensation principles and policies during fiscal year 2023, it was mindful of this favorable outcome and the stockholders’ strong support of our compensation objectives and compensation programs. Our compensation philosophy is to pay for performance as well as to offer competitive compensation to attract and retain talented executive officers. Our program is designed to align the interests of our executive officers with those of our stockholders. A significant portion of an executive officer’s total compensation depends on the executive officer's performance relative to operational and financial objectives. We stress a compensation philosophy that is performance-driven, with relatively moderate base salaries, bonuses through our Management Incentive Plan and awards through our long-term incentive equity program that are performance-based, and equity compensation where value depends on stock price performance. We believe that the compensation of our executive officers should reflect their success as a management team, as well as on an individual basis, in attaining key operating objectives, such as growth of sales, growth of operating earnings and earnings per share, return on invested capital, growth or maintenance of market share, long-term competitive advantage, and, ultimately, an increased market price for our common stock. We believe that the performance of our executive officers in managing TD SYNNEX, considered in light of general economic conditions, our company, our industry, and competitive conditions, should be the basis for determining their overall compensation. We also believe that their compensation should not be based on the short-term performance of our stock, as we expect the long-term performance of our stock to be reflective of our operating performance and the management of TD SYNNEX by our executive officers. We seek to have the long-term performance of our stock be a predominant factor in our executive compensation. Competitive compensation is important if we are to attract and retain the talent necessary to lead TD SYNNEX in the competitive and changing business environment in which we operate. In this regard, we are mindful of the median level of compensation of our competitors. We strive for internal equity among co-workers according to job responsibilities, experience, capability, and individual performance. Our executive compensation program impacts all co-workers by setting general levels of compensation and helping to create an environment of goals, rewards and expectations. As we believe the performance of every co-worker is important to our success, we are mindful of the effect that our executive compensation and incentive program has on all of our co-workers. The differences in compensation among the various executive officers are based primarily upon individual differences in job responsibility, contribution, performance, increase in the global scope of the business and complexity, and demands of understanding, managing and influencing global operations and integrated success. An executive with responsibility over a broader, more difficult or more profitable business unit or corporate division will have potential for greater compensation than an executive with responsibility over a narrower, less complex or less profitable business unit or corporate division. Our compensation philosophy emphasizing performance permeates total compensation for both executive officers and non-executive co-workers. While we do not have an exact formula for allocating between cash and non-cash compensation, we try to balance long-term equity versus short-term cash compensation and variable compensation versus fixed compensation. As noted above, executive officers who have greater ability to influence the overall performance of TD SYNNEX receive more long-term equity as a percentage of total compensation than non-executive co-workers who have less ability to influence the overall performance of TD SYNNEX. Similarly, performance-related cash compensation for such executive officers as a percentage of total compensation is greater than performance-related cash compensation of non-executive co-workers. The goal is to create a balanced culture of high performance without undue risk assumption. Our executive compensation program is predominantly variable and performance-based. As an executive’s ability to impact operational performance increases, so does the proportion of at-risk, variable compensation. Target long-term incentive equity opportunity grows proportionately as job responsibilities increase, which encourages our executive officers to focus on TD SYNNEX’s long-term success and aligns with the long-term interests of our shareholders. The graphics below illustrate the mix of fixed and variable compensation, and the annual MIP and long-term incentive equity compensation opportunities we provided to our CEO and other NEOs for fiscal year 2023. Elements of Our Compensation Program Last year, following review by our Compensation Committee, we continued a compensation program for executive officers that consists primarily of four components: (1) base salary; (2) Management Incentive Plan (“MIP”) bonus; (3) time-based vesting equity grants; and (4) performance-based vesting long-term incentive equity grants (“LTI”). The compensation elements are usually administered in four cycles. Merit raises for base salaries are generally considered and implemented in the April-May period. Annual equity grants in the form of restricted stock awards or restricted stock units (“RSUs”), other than LTI awards, are generally awarded in the September-October period. Management Incentive Plan bonuses are generally paid in the December-January period and LTI awards in the form of performance-based RSUs are generally granted in the January-February period. However, all of the above elements are reviewed and determined on at least an annual basis by the Compensation Committee. The components of the compensation program are described as follows: Base Salary. Base salaries are designed to provide a consistent cash flow throughout the year as compensation for day-to-day responsibilities. Base salaries generally remain near the 25th percentile for the Chief Executive Officer position and near the 50th-75th percentile for the other comparable positions in our peer group. Base salaries for our executive officers are reviewed, and, if deemed appropriate, adjusted, on an annual basis. Merit increases are based on, among other things, individual performance, any new responsibilities assumed and the overall financial forecast that helps define the ability to provide a merit increase budget for the year. With respect to each executive’s individual performance, we assess the breadth and complexity of the area of responsibility and the individual contributions and seek to quantify the same. Determination of base salary is not made in accordance with a strict formula that measures weighted qualitative and quantitative factors, but rather is based on objective data synthesized to competitive ranges and to internal policies and practices.

  17. Objectives and Philosophy of Our Compensation Program

    | Performance Measure | Fiscal 2023 Target (currency in millions) | Fiscal 2023 Attainment | Fiscal 2023 Attainment | Fiscal 2023 Bonus Payout | | Worldwide Non-GAAP Net Income | $1,088 | $1,054 | 97% | 97% | | Worldwide Return on Invested Capital | 10.4% | 10.1% | 97% | 97% |

  18. Objectives and Philosophy of Our Compensation Program

    | Name | Total MIP Bonus Payment ($) | Amount Attributable to Worldwide Non-GAAP Net Income ($) | Amount Attributable to Worldwide Next Gen Direct CM ($) | Amount Attributable to Regional Non-GAAP Operating Income ($) | Amount Attributable to Business Unit Non-GAAP Net Income ($) | Amount Attributable to Regional Return on Working Capital ($) | Amount Attributable to Worldwide or Business Unit Return on Invested Capital ($) | | Richard Hume | 2,486,400 | 1,396,800 | 624,000 | — | — | — | 465,600 | | Marshall Witt | 730,380 | 410,310 | 183,300 | — | — | — | 136,770 | | Dennis Polk | 1,600,000 | — | — | — | 960,000 | — | 640,000 | | Michael Urban | 978,223 | 350,225 | 312,916 | 174,029 | — | 141,053 | — | | Patrick Zammit | 572,507 | 196,184 | 175,285 | 97,485 | — | 103,553 | — |

  19. Objectives and Philosophy of Our Compensation Program

    Equity Grants. Long-term incentives involve time-based vesting equity grants and performance-based vesting grants, including restricted stock awards and RSUs. The Compensation Committee believes that the long-term incentive equity program ties executive compensation to long-term business performance and also aligns total compensation closer to the market comparatives in value and in form. The Compensation Committee grants equity incentives to our NEOs under our shareholder-approved 2020 Stock Incentive Plan. Equity grants are based on a number of considerations. The Compensation Committee considered the following principal elements: •corporate performance; •dilution to stockholders; •related expense to our company; •job responsibilities and past performance of the executive officer; •likely future contributions by the executive officer; •potential reward to the executive officer if the stock price appreciates in the public market; •management tier classification; •equity grants made by competitors; and •existing vested and unvested equity holdings. Determination of equity grant amounts is based on objective data synthesized to competitive ranges and to internal policies and practices, including an overall review of both co-worker and corporate performance and the value of equity grants of comparable officers at comparable companies. We evaluate our corporate performance objective primarily by our financial performance, including growth, return on equity, ROIC, and diluted earnings per share, or EPS. Equity grants may also be made to new executive officers upon commencement of employment and, on occasion, to executive officers in connection with a significant change in job responsibility. To further ensure that the long-term interests of executive officers are closely aligned with those of stockholders, we request that all of our executive officers, except our President and Chief Executive Officer, hold an equity position in TD SYNNEX of the lesser of the following: (1) at least two times annual base salary or (2) $1,000,000. This equity position can be satisfied by holding shares of common stock, whether vested or unvested, or vested in-the-money stock options. With respect to our President and Chief Executive Officer, we request that he hold an equity position in TD SYNNEX of the lesser of the following: (1) at least two times the sum of annual base salary plus target bonus as in effect from time to time or (2) $2,000,000. Stock ownership for our President and Chief Executive Officer includes common stock owned personally or in trust for his benefit but does not include unvested restricted stock or stock units, or stock options that are not vested and in-the-money. Performance-based RSUs are not included in the calculation for any executive officer. In addition, to avoid any impropriety or even the appearance of such, the Compensation Committee in most cases times the equity grants to be valued only during open trading windows. If the date of an equity grant falls within a trading black-out period, then the effective grant date is upon the expiration of the third trading day after the trading black-out period ends. The exception to this standard procedure is the granting of long-term incentive RSUs, as discussed below, which are valued as of the first business day of the fiscal year. In addition, annual equity grants to executive officers are generally awarded each year in the September-October period. As part of our harmonization of legacy SYNNEX and legacy Tech Data equity programs, we continue to review certain aspects of our equity grant process for implementation during fiscal year 2024. Time-Based, Long-Term Equity Incentives. The value of the annual time-based vesting equity incentive award is set as a percentage of target total cash compensation. The awards generally vest over three years, with one-third vesting on each of the first three grant date anniversaries. The time-based vesting element of the awards enables executives to focus on long-term goals. The size of the fiscal year 2023 annual equity grant as a percentage of target total cash compensation for each NEO was determined by the Compensation Committee based upon effectiveness of each NEO’s performance in the prior year, as well as an analysis of target total cash and direct compensation compared to the peer group. For fiscal year 2023, the NEOs were granted time-based vesting restricted stock or restricted stock unit awards as follows:

  20. Objectives and Philosophy of Our Compensation Program

    | | Number of RSAs or RSUs granted (#) | Value of RSAs or RSUs ($) | | Richard Hume | 44,859 | 4,349,977 | | Marshall Witt | 7,424 | 719,905 | | Dennis Polk | 7,218 | 699,929 | | Michael Urban | 8,049 | 780,512 | | Patrick Zammit | 8,353 | 809,990 |

  21. Objectives and Philosophy of Our Compensation Program

    | | RSUs vesting at 200% target performance (#) | LTIs at maximum award of 200% of target award ($) | RSUs vesting at 100% target performance (#) | LTIs at 100% target performance ($) | RSUs vesting at 75% of target performance (represents 50% of target award) (#) | LTIs at 75% target performance (represents 50% of target award) ($) | | Richard Hume | 29,182 | 2,999,910 | 14,591 | 1,499,955 | 7,295 | 749,926 | | Marshall Witt | 9,338 | 959,946 | 4,669 | 479,973 | 2,334 | 239,935 | | Michael Urban | 10,124 | 1,040,747 | 5,062 | 520,374 | 2,531 | 260,187 | | Patrick Zammit | 10,504 | 1,079,811 | 5,252 | 539,906 | 2,626 | 269,953 |

  22. Objectives and Philosophy of Our Compensation Program

    In addition, the vesting of the LTI awards is contingent upon the NEO remaining employed by us on the date of vesting. Mr. Polk did not participate in the 2023-2025 LTI program, in accordance with the description of his compensation in his employment agreement. In considering the appropriate performance metric for the LTI awards for fiscal year 2023, the Compensation Committee, with the assistance of senior management, concluded that applicable non-GAAP diluted EPS and adjusted ROIC performance metrics be the same for all executive officers. The Compensation Committee also considered the aggregate projected cost of the equity grants to the executive officers under FASB ASC Topic 718. Our non-GAAP diluted EPS for the three-year performance period ended November 30, 2023 was $32.60, and our adjusted ROIC for the three-year performance period ended November 30, 2023 was 11.74%. Therefore, for the fiscal pre-Mergers 2021 LTI grant with the performance period ended November 30, 2023, the performance-based RSUs settled and vested based upon achievement of performance goals as follows:

  23. Objectives and Philosophy of Our Compensation Program

    | | RSUs at 100% target performance (#) | LTIs at 100% target performance* ($) | Achievement of target (%) | RSUs vesting upon achievement of performance goals (#) | | Marshall Witt | 2,740 | 208,295 | 146 | 4,009 | | Dennis Polk | 7,947 | 604,131 | 146 | 11,630 | | Michael Urban | 4,823 | 366,644 | 146 | 7,058 |

  24. Objectives and Philosophy of Our Compensation Program

    *Based on closing stock price on December 1, 2020 of $76.02. With respect to both our equity grants and the LTI program, the Compensation Committee considers at least annually whether to approve specific long-term equity awards based on the recommendations of our President and Chief Executive Officer (except with respect to his own awards). When determining awards, the Compensation Committee considers factors such as the individual’s position with us, their prior and expected future performance and responsibilities, our retention and succession needs, and the long-term incentive award levels for comparable executives and key co-workers at companies that compete with us for executive and managerial talent. The Compensation Committee also considers the total value of equity awards previously granted and the existing equity ownership of each executive officer when determining restricted stock award levels, with particular attention paid to the value of unvested awards. In addition, the Compensation Committee considers the potential dilution and accounting costs of long-term equity awards as compared to those granted at other publicly traded companies that compete with us for business and executive talent. The 2020 Stock Incentive Plan does not state a formulaic method for weighing these factors, nor does the Compensation Committee employ one. Deferred Compensation Plan. Our deferred compensation plan permits designated co-workers to accumulate income for retirement and other personal financial goals by deferring present income through a nonqualified plan. Our deferred compensation plan became effective on January 1, 1994 and was amended on January 7, 2008 to conform with changes required by Section 409A of the Code. Currently, none of our executive officers participate in this plan. Benefits, Perquisites and Other. Other benefits to our executive officers include medical, dental and life insurance, as well as 401(k) plan participation. These benefits are generally available to all our co-workers. Executive Compensation by TD SYNNEX for the Named Executive Officers President and Chief Executive Officer. Richard Hume is our President and Chief Executive Officer and has served in this capacity since September 1, 2021. Mr. Hume’s base salary was $990,277 in fiscal year 2023. Mr. Hume also received a bonus of $2,486,400 under our Management Incentive Plan, a grant of 44,859 time-based RSUs, and a grant of 14,591 performance-based RSUs. Some of the primary factors affecting Mr. Hume’s compensation include, among other things, our combined company performance during fiscal year 2023 compared to our pre-established financial goals, comparative compensation of competitor companies, his contribution to the Mergers and related integration, his responsibility for the strategy of our Company, and his overall leadership responsibility of our Company. Chief Financial Officer. Marshall Witt has served as our Chief Financial Officer since April 2013. Mr. Witt’s annual base salary was $565,773 in fiscal year 2023. For fiscal year 2023, Mr. Witt also received a bonus of $730,380 under our Management Incentive Plan, a restricted stock award of 7,424 shares, and a grant of 4,669 performance-based RSUs. Some of the primary factors affecting Mr. Witt’s compensation include, among other things, our performance toward our pre-established financial goals, his contribution to the overall leadership of our Company, his contribution to the Mergers effort and related integration, and his leadership of the worldwide finance organization. Hyve Solutions Executive. Dennis Polk is a member of our Company’s Executive Leadership Team and is our Hyve Solutions Executive. Mr. Polk served as the Company’s Executive Chair of the Board from September 2021 to August 2023. He is also a Director and has served in this capacity since February 2012. Mr. Polk previously served as President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Senior Vice President of Corporate Finance since joining us in February 2002. Mr. Polk’s annual base salary was $803,077 in fiscal year 2023. Mr. Polk also received a bonus of $1,600,000 under our Management Incentive Plan and a restricted stock award of 7,218 shares. Some of the primary factors affecting Mr. Polk’s compensation include, among other things, our fiscal year 2023 financial performance that exceeded our pre-established financial goals, comparative compensation of competitor companies, his participation on our leadership team and his responsibilities related to our Hyve Solutions business. President, Americas. Michael Urban has served as our President, Americas since September 2021 and, pre-Mergers served as our President, Worldwide Technology Solutions Distribution since February 2019. Mr. Urban is responsible for our Americas distribution business and Global Service business. Mr. Urban’s base salary was $689,418 in fiscal year 2023. For fiscal year 2023, Mr. Urban also received a bonus of $978,223 under our Management Incentive Plan, a restricted stock award of 8,049 shares, and a grant of 5,062 performance-based RSUs. Some of the primary factors affecting Mr. Urban’s compensation include, among other things, our performance toward our pre-established financial goals, his contribution to the overall leadership of our Company, and his leadership in the merger of SYNNEX and Tech Data since day one and related integration. Chief Operating Officer (Former President, Europe and APJ). Patrick Zammit has served as our Chief Operating Officer since January 2024. He previously served as our President, Europe and APJ from September 2021 to December 2023. Mr. Zammit’s base salary was $539,338 in fiscal year 2023 and he received a bonus of $572,507 under our Management Incentive Plan, both using a weighted average Euro-to-Dollar exchange rate for the twelve months ended November 30, 2023. Mr. Zammit also received a grant of 8,353 time-based RSUs, and a grant of 5,252 performance-based RSUs. Some of the primary factors affecting Mr. Zammit’s compensation include, among other things, our performance toward our pre-established financial goals, his contribution to the overall leadership of our Company, and his leadership of the Europe and APJ distribution function of our Company. Risk Assessment of Our Compensation Program We have assessed our compensation programs and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our company. The risk assessment process included a review of program policies and practices; program analysis to identify risk and risk control related to the programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, risk control and the support of the program and their risks to our company strategy. Although we reviewed all compensation programs, we focused primarily on the programs with variability of payout, with the ability of an executive officer to directly affect payout and the controls on executive officer action and payout. By way of examples, we reviewed our compensation programs for certain design features that have been identified by experts as having the potential to encourage excessive risk-taking, including: •too much focus on equity; •compensation mix overly weighted toward annual incentives; •highly leveraged payout curve and uncapped payouts; •unreasonable goals or thresholds; and •steep payout cliffs at certain performance level that may encourage short-term business decisions to meet payout thresholds. We are satisfied that these potential pitfalls have been avoided or mitigated, as listed below. We continue to monitor our compensation programs and reserve the right to adjust them as we judge necessary to avoid creating undue risk.

  25. Objectives and Philosophy of Our Compensation Program

    | What We Do | What We Do Not Do | | Provide an annual bonus that is a significant portion of total direct compensation and that is performance-based and not guaranteed | No repricing of underwater stock options | | Mitigate undue risk in compensation programs | No tax gross-ups related to change in control | | Maintain equity ownership guidelines for executives | No significant perquisites | | Provide reasonable post-employment and change in control protection to executives | No hedging and pledging of Company securities by directors and executive officers | | Use an independent compensation consultant who does not provide other services to the Company | | | Maintain a recoupment policy which requires us to seek the repayment of performance-based compensation in the event of a restatement of the Company’s financial results | |

  26. Compensation Committee

    Compensation Committee The Compensation Committee has overall responsibility for our executive compensation policies as provided in a written charter adopted by the Board. The Compensation Committee is empowered to review and approve the annual compensation and compensation procedures for our executive officers. The Compensation Committee does not delegate any of its functions to others in setting compensation. Compensation Consultant and Peer Group Analysis. To assist in this process, the Compensation Committee retained the services of Compensia, Inc. as its compensation consultant during fiscal year 2023. Compensia reported directly to the Compensation Committee and the Compensation Committee directly approved Compensia’s fees. Management had no role in the selection of the compensation consultant. The Compensation Committee retained the services of Compensia to outline executive compensation trends and developments, review and analyze TD SYNNEX’s executive compensation philosophy and programs, and provide summary of findings and considerations for use in fiscal year 2023. The Compensation Committee also retained Compensia to review non-executive director compensation. Neither TD SYNNEX nor the Compensation Committee engaged any compensation consultants during fiscal year 2023 whose fees exceeded $120,000. The Compensation Committee believes that Compensia’s advice was independent of management, and Compensia has certified the same in writing, and benefited our company and stockholders. In reaching this conclusion, the Compensation Committee considered all factors relevant to Compensia’s independence from management, including factors suggested by the New York Stock Exchange in its rules related to compensation advisor independence. Compensia provided the Compensation Committee with a review of the overall compensation climate in the United States, best practices, and trends specific to our industry. Compensia provided analyses of base salaries, bonuses, long-term incentives and benefit practices of comparable peer companies. Compensia’s work did not raise any conflict of interest. The following comparable technology distribution, electronic manufacturing services, IT consulting, and other peer companies were used in our competitive benchmarking for fiscal year 2023 executive compensation. Arrow Electronics, Inc. Avnet, Inc. Cardinal Health, Inc. CDW Corporation DXC Technology Company Hewlett Packard Enterprise Company Insight Enterprises, Inc. Jabil Inc. Western Digital Corporation Beginning with its determination of fiscal year 2024 executive compensation, the Compensation Committee has added Flex, Ltd. to the compensation peer group. In addition to talking to members of the Compensation Committee, Compensia also contacted certain of our executive officers and other co-workers in our human resources department to obtain historical data and insight into previous compensation practices. The Compensation Committee took information provided by Compensia into consideration when setting executive compensation for fiscal years 2021, 2022 and 2023. Tally Sheets and the Role of President and Chief Executive Officer. In fiscal year 2023, the Compensation Committee continued the practice of reviewing the total remuneration of the executive officers using summary tables, or tally sheets. These tally sheets allowed the Compensation Committee to undertake a comprehensive review across all forms of compensation, and to understand the effect that changing profit and stock price scenarios could have on such remuneration forms. Our President and Chief Executive Officer also made recommendations to the Compensation Committee as to the compensation of the other named executive officers. The Compensation Committee can accept or adjust such recommendations for these officers. However, in general, the Compensation Committee considered the recommendations of our President and Chief Executive Officer, the named executive officer’s role, responsibilities and performance during the past year, and the amount of compensation paid to named executive officers in similar positions at comparable companies. These recommendations were considered in relation to annual performance reviews and played an important role in the compensation determinations by the Compensation Committee. For our President and Chief Executive Officer, the Compensation Committee solely determined the compensation of the President and Chief Executive Officer based on competitive benchmarking provided by Compensia. In general, we believe that the current executive compensation program meets the objectives of rewarding executive officers for measurable results in meeting and exceeding goals.

  27. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table includes our principal executive officer, our principal financial officer, and the three highest compensated executive officers other than the principal executive officer and principal financial officer at the end of fiscal year 2023.

  28. 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Option Awards($)(2) | Non-equity Incentive Plan Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total($) | | Richard Hume President and Chief Executive Officer(6) | 2023 | 990,277 | — | 5,759,614 | — | 2,486,400 | 18,343(7) | 9,254,634 | | | 2022 | 960,000 | — | 2,249,948 | 2,099,993 | 2,179,104 | 9,150 | 7,498,195 | | | 2021 | 258,462 | — | 1,539,935 | 2,099,965 | 2,496,000 | 3,135,000(8) | 9,529,362 | | Marshall Witt Chief Financial Officer | 2023 | 565,773 | — | 1,170,977 | — | 730,380 | 46,092(10) | 2,513,222 | | | 2022 | 512,500 | 139,599 | 962,272 | — | 697,994 | 35,111 | 2,347,476 | | | 2021 | 502,212 | 150,000 | 2,616,361(9) | 714,959 | 960,938 | 20,802 | 4,965,272 | | Dennis Polk Hyve Solutions Executive(11) | 2023 | 803,077 | — | 699,929 | — | 1,600,000 | 48,716(12) | 3,151,722 | | | 2022 | 743,125 | — | 1,033,226 | 333,314 | 1,974,813 | 113,573 | 4,198,051 | | | 2021 | 735,457 | 581,000 | 9,368,964(9) | 3,159,964 | 2,786,719 | 71,933 | 16,704,037 | | Michael Urban President, Americas | 2023 | 689,418 | — | 1,269,551 | — | 978,223 | 43,661(13) | 2,980,853 | | | 2022 | 562,692 | 330,000 | 1,207,061 | — | 1,011,297 | 31,699 | 3,142,749 | | | 2021 | 557,933 | 225,000 | 1,878,160(9) | 1,019,960 | 1,691,250 | 10,336 | 5,382,639 | | Patrick Zammit President, Europe and APJ(14) | 2023 | 539,338 | — | 1,317,386 | — | 572,507 | 193,786(15) | 2,623,017 | | | 2022 | 530,062 | — | 1,520,432 | — | 553,032 | 194,516 | 2,798,042 | | | 2021 | 145,021 | — | 0 | — | 1,108,235 | 1,099,129(16) | 2,352,385 |

  29. 2023 Summary Compensation Table

    ————— (1) Amounts in this column in fiscal year 2022 represent a special cash bonus paid in support of integration efforts related to the Mergers. Amounts in this column in fiscal year 2021 represent the special cash bonus paid in special recognition of the effort and work related to the Mergers and integration work related to the Mergers. (2) Amounts listed in these columns represent the grant date fair value of stock awards and option awards recognized by us under FASB ASC Topic 718, disregarding estimated forfeitures, rather than amounts realized by the named individuals. For valuation assumptions used to calculate the fair value of our stock and option awards, see Note 5 “Share-Based Compensation” included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023. (3) Performance-based RSUs granted under our LTI program provide an opportunity for co-workers to receive common stock if a performance measure is met for the three-year or two-year performance period. If the minimum performance measure is not met, no award is earned. If at least the minimum performance measure is attained, awards can range from 50% to 200% of the target number of shares underlying the performance-based RSUs. The amounts in the table above reflect the aggregate grant date fair values at the target number of the performance-based RSUs granted under our LTI program described in the 2023 Summary Compensation Table Narrative on page 49, calculated in accordance with accounting guidance. Messrs. Hume and Zammit did not participate in our LTI program for fiscal year 2021 due to their joining our company in September 2021 and their continued participation in legacy Tech Data compensation programs. Messrs. Hume and Polk did not participate in the fiscal year 2022 LTI program, and Mr. Polk did not participate in the fiscal year 2023 LTI program. If our performance results in a future payout of the performance-based RSUs at the maximum level, the grant date fair value of the performance-based RSUs would have been as follows:

  30. 2023 Summary Compensation Table

    | NEO | Fiscal Year 2023 (3-Year LTI) ($) | Fiscal Year 2022 (3-Year LTI) ($) | Fiscal Year 2021 (2 Year LTI) ($) | Fiscal Year 2021 (3-Year LTI) ($) | | Mr. Hume | 2,819,273 | — | — | — | | Mr. Witt | 902,144 | 484,649 | 416,590 | 416,590 | | Mr. Polk | — | — | 1,208,262 | 1,208,262 | | Mr. Urban | 978,080 | 853,034 | 733,289 | 733,289 | | Mr. Zammit | 1,014,791 | 892,147 | — | — |

  31. 2023 Summary Compensation Table

    The aggregate grant date fair value of the stock awards granted (including performance-based RSUs at the maximum attainment level and restricted stock awards and restricted stock units) would have been as follows:

  32. 2023 Summary Compensation Table

    | NEO | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | | Mr. Hume | 7,169,250 | 2,249,948 | | Mr. Witt | 1,622,049 | 1,204,597 | | Mr. Polk | 699,929 | 1,033,226 | | Mr. Urban | 1,758,591 | 1,633,578 | | Mr. Zammit | 1,824,782 | 1,966,505 |

  33. 2023 Summary Compensation Table

    For additional information on grant date fair value and estimated future payouts of stock awards, see the 2023 Grants of Plan-Based Awards table on page 49, and to see the value of stock awards actually realized by the named executive officers in fiscal year 2023, see the 2023 Option Exercises and Stock Vested table on page 54. (4) For each fiscal year, amounts in this column represent performance-based bonus awards under the Management Incentive Plan earned in that fiscal year, but paid in the subsequent fiscal year, as described in the Compensation Discussion and Analysis beginning on page 34. (5) Amounts in this column represent all other additional compensation for fiscal year 2023 required by SEC rules to be separately quantified. The dividend amounts in this column represent the dollar value of dividends paid during the fiscal year ended November 30, 2023 (as part of a dividend paid to all of our stockholders) on unvested restricted stock awards; such dividends were not factored into the grant date fair value of stock awards required to be reported in the stock awards column of the table. (6) Mr. Hume became our President and Chief Executive Officer on September 1, 2021 and had served as President and Chief Executive Officer of Tech Data prior to that during the periods set forth in this table. (7) For Mr. Hume, Company contributions to the 401(k) retirement savings plan of $9,900 and a taxable prize of $5,121, and tax gross-up payments of $3,322. (8) For Mr. Hume, Company contributions of $20,000 to the legacy Tech Data Executive Choice Plan and long-term incentive cash award of $3,115,000 paid by the Company, granted pre-Mergers by legacy Tech Data and, triggered by the change of control of legacy Tech Data on September 1, 2021 due to the Mergers. (9) Due to the Company’s pending spin-off of the Concentrix business in December 2020, for our fiscal year ended November 30, 2020, annual equity grants to co-workers, including executive officers, were structured so that the co-workers had no vested right to underlying equity before January 2021, although they received service credit from October 2020. Therefore, these annual equity grants were not included in the Summary Compensation Table for fiscal 2020, but they are included in the Summary Compensation Table for fiscal 2021. (10) For Mr. Witt, Company contributions to the 401(k) retirement savings plan of $9,900 and dividend payments on unvested RSAs of $36,192. (11) Mr. Polk is our Hyve Solutions Executive. He was our President and Chief Executive Officer from March 1, 2018 until September 1, 2021 and was Executive Chair from September 1, 2021 to August 31, 2023. (12) For Mr. Polk, Company contributions to the 401(k) retirement savings plan of $9,900 and dividend payments on unvested RSAs of $38,816. (13) For Mr. Urban, Company contributions to the 401(k) retirement savings plan of $9,900 taxable prizes of $3,967, tax gross-up payments of $2,574, and dividend payments on unvested RSAs of $27,220. (14) Mr. Zammit became President, Europe and APJ on September 1, 2021 and had served as President, Europe of Tech Data prior to that during the periods set forth in this table. He was appointed our Chief Operating Officer effective as of January 1, 2024. The dollar value of Mr. Zammit’s compensation has been calculated using a weighted average Euro-to-Dollar exchange rate. (15) For Mr. Zammit, this amount is comprised of the Company’s contribution to a French retirement insurance program on behalf of Mr. Zammit in the amount of $47,127; premium payments by the Company to a third-party administrator for a retirement arrangement in Belgium in the amount of $115,767; $23,299 for use of a Company-provided vehicle; $1,005 of medical/hospitalization insurance; $6,330 fees paid to service provider for services related to Mr. Zammit’s tax returns and equity related matters; and $258 for travel insurance. (16) For Mr. Zammit, this amount is comprised of the Company’s contribution to a French retirement insurance program on behalf of Mr. Zammit in the amount of $12,638; premium payments by the Company to a third-party administrator for a retirement arrangement in Belgium in the amount of $31,128; $6,265 for use of a Company-provided vehicle; $540 of medical/hospitalization insurance, and long-term incentive cash award of $1,048,558 paid by the Company, granted pre-Mergers by legacy Tech Data and triggered by the change of control of legacy Tech Data on September 1, 2021 due to the Mergers.

  34. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  35. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Richard Hume | 1/3/23 | 720,000 | 2,400,000 | 3,500,000 | 7,295 | 14,591 | 29,182 | — | — | — | 1,409,637 | | | 10/3/23 | — | — | — | — | — | — | 44,859 | — | — | 4,349,977 | | Marshall Witt | 1/3/23 | 211,500 | 705,000 | 1,410,000 | 2,334 | 4,669 | 9,338 | — | — | — | 451,072 | | | 10/3/23 | — | — | — | — | — | — | 7,424 | — | — | 719,905 | | Dennis Polk | 1/3/23 | 240,000 | 800,000 | 1,600,000 | — | — | — | — | — | — | — | | | 10/3/23 | — | — | — | — | — | — | 7,218 | — | — | 699,929 | | Michael Urban | 1/3/23 | 361,057 | 1,203,522 | 2,407,044 | 2,531 | 5,062 | 10,124 | — | — | — | 489,040 | | | 10/3/23 | — | — | — | — | — | — | 8,049 | — | — | 780,512 | | Patrick Zammit | 1/3/23 | 202,252 | 674,173 | 1,348,345 | 2,626 | 5,252 | 10,504 | — | — | — | 507,396 | | | 10/3/23 | — | — | — | — | — | — | 8,353 | — | — | 809,990 |

  36. 2023 Grants of Plan-Based Awards

    (1) The target incentive amounts shown in this column reflect our annual bonus awards originally provided under our Management Incentive Plan and represent pre-established target awards as a percentage of base salary for fiscal year ended November 30, 2023, with the potential for actual awards under the plan to either exceed or be less than such target amount depending upon corporate performance. Actual award amounts are not guaranteed and are determined at the discretion of the Compensation Committee, which may consider an individual’s performance during the period. For additional information, please refer to the Compensation Discussion and Analysis section. Actual Management Incentive Plan payouts are reflected in the Non-Equity Incentive Plan Compensation column of the 2023 Summary Compensation Table. (2) The threshold illustrates the smallest payout that can be made if all of the pre-established performance objectives are achieved at the minimum achievement level. The target is the payout that can be made if the pre-established performance objectives have been achieved at the target achievement level. The maximum is the greatest payout that can be made if the pre-established maximum performance objectives are achieved or exceeded at the outperform achievement levels. Actual payouts may be more or less than these amounts and are at the discretion of the Compensation Committee. (3) The shares related to the January 3, 2023 awards represent the range of shares that may be released at the end of the performance period for the LTI awards, which is December 1, 2022 to November 30, 2025. If the minimum threshold performance percentage of the internally established financial goals are not achieved, no performance-based RSUs will vest for the executive officers. (4) Unless noted otherwise, executive officer restricted stock awards and time-based RSUs vest as to one-third of the shares on the first three anniversaries of the grant date. (5) Fair value of performance-based RSU grants is calculated using the closing stock price on the date of the grant, based on the probable outcome of the performance conditions, adjusted for the exclusion of dividend equivalents. We pay dividends on restricted stock awards, and, accordingly, no adjustment is required to the stock price of the restricted stock awards.

  37. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding outstanding equity-based awards, including the potential dollar amounts realizable with respect to each award.

  38. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards(1) | | | | Stock Awards(2) | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value or Unearned Shares, Units or Other Rights that have not Vested ($) | | Richard Hume | 30,793 | 26,055(3) | 107.32 | 10/5/2031 | — | — | — | — | | | 23,267 | 40,043(4) | 87.82 | 10/4/2032 | — | — | — | — | | | — | — | — | — | 7,174(5) | 707,643 | — | — | | | — | — | — | — | 16,909(6) | 1,667,904 | — | — | | | — | — | — | — | 44,859(7) | 4,424,892 | — | — | | | — | — | — | — | — | — | 14,591(8) | 1,439,256 | | Total | 54,060 | 66,098 | — | — | 68,942 | 6,800,439 | 14,591 | 1,439,256 | | Marshall Witt | 7,549 | — | 45.64 | 10/6/2025 | — | — | — | — | | | 10,333 | — | 57.34 | 10/4/2026 | — | — | — | — | | | 9,141 | — | 65.83 | 10/3/2027 | — | — | — | — | | | 16,032 | — | 38.89 | 10/11/2028 | — | — | — | — | | | 8,591 | 1,928 | 56.50 | 10/2/2029 | — | — | — | — | | | 7,042 | 4,377(9) | 90.52 | 1/20/2031 | — | — | — | — | | | 4,117 | 5,763 | 107.32 | 10/5/2031 | — | — | — | — | | | — | — | — | — | 488 | 48,136 | — | — | | | — | — | — | — | 1,192(10) | 117,579 | — | — | | | — | — | — | — | 11,047(15) | 1,089,676 | — | — | | | — | — | — | — | 465(11) | 45,868 | — | — | | | — | — | — | — | 1,565 | 154,372 | — | — | | | — | — | — | — | 5,410(12) | 533,642 | — | — | | | — | — | — | — | 7,424(13) | 732,303 | — | — | | | — | — | — | — | — | — | 5,480(14) | 540,547 | | | — | — | — | — | — | — | 4,131(16) | 407,482 | | | — | — | — | — | — | — | 4,669(8) | 460,550 | | Total | 62,805 | 12,068 | — | — | 27,591 | 2,721,576 | 14,280 | 1,408,579 | | Dennis Polk | 235 | — | 45.64 | 10/6/2025 | — | — | — | — | | | 778 | — | 57.34 | 10/4/2026 | — | — | — | — | | | 12,188 | — | 65.83 | 10/3/2027 | — | — | — | — | | | 5,851 | — | 49.35 | 4/9/2028 | — | — | — | — | | | 29,101 | — | 38.89 | 10/11/2028 | — | — | — | — | | | 18,047 | 8,541 | 56.50 | 10/2/2029 | — | — | — | — | | | 31,185 | 19,385(9) | 90.52 | 1/20/2031 | — | — | — | — | | | 18,160 | 25,424 | 107.32 | 10/5/2031 | — | — | — | — | | | 3,361 | 5,801 | 106.35 | 1/19/2032 | — | — | — | — | | | — | — | — | — | 1,403 | 138,392 | — | — |

  39. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards(1) | | | | Stock Awards(2) | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value or Unearned Shares, Units or Other Rights that have not Vested ($) | | | — | — | — | — | 3,424(10) | 337,743 | — | — | | | — | — | — | — | 1,804(11) | 177,947 | — | — | | | — | — | — | — | 4,500 | 443,880 | — | — | | | — | — | — | — | 2,507 | 247,290 | — | — | | | — | — | — | — | 5,260(12) | 518,846 | 0 | — | | | — | — | — | — | 7,218(13) | 711,984 | — | — | | | — | — | — | — | — | — | 15,894(14) | 1,567,784 | | Total | 118,906 | 59,151 | — | — | 26,116 | 2,576,082 | 15,894 | 1,567,784 | | Michael Urban | 16,256 | 855 | 49.69 | 2/1/2029 | — | — | — | — | | | 12,273 | 2,755 | 56.50 | 10/2/2029 | — | — | — | — | | | 10,061 | 6,252(9) | 90.52 | 1/20/2031 | — | — | — | — | | | 5,866 | 8,210 | 107.32 | 10/5/2031 | — | — | — | — | | | — | — | — | — | 926 | 91,341 | — | — | | | — | — | — | — | 814 | 80,293 | — | — | | | — | — | — | — | 1,988(10) | 196,096 | — | — | | | — | — | — | — | 698(11) | 68,851 | — | — | | | — | — | — | — | 2,627 | 259,127 | — | — | | | — | — | — | — | 5,866(12) | 578,622 | — | — | | | — | — | — | — | 8,049(13) | 793,953 | — | — | | | — | — | — | — | — | — | 9,646(14) | 951,481 | | | — | — | — | — | — | — | 7,271(16) | 717,211 | | | — | — | — | — | — | — | 5,062(8) | 499,316 | | Total | 44,456 | 18,072 | — | — | 20,968 | 2,068,284 | 21,979 | 2,168,009 | | Patrick Zammit | — | — | — | — | 4,864(17) | 479,785 | — | — | | | — | — | — | — | 3,043(6) | 300,162 | — | — | | | — | — | — | — | 8,353(7) | 823,940 | — | — | | | — | — | — | — | — | — | 4,322(16) | 426,322 | | | — | — | — | — | — | — | 5,252(8) | 518,057 | | Total | — | — | — | — | 16,260 | 1,603,886 | 9,574 | 944,379 |

  40. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    (1) Unless otherwise noted, all option awards listed in these columns vest and become exercisable as to 20% of the shares on the first anniversary of the grant date and vest as to 1/60th of the shares monthly thereafter over the remaining four-year period. The exercise prices of the awards stated in the table are as of the 2023 fiscal year end. Option awards granted before the Spin-off were bifurcated as of the Spin-off at the beginning of the 2021 fiscal year to become options for common stock of both TD SYNNEX and Concentrix Corporation, in each case subject to the same terms as applied prior to the Spin-off. As a result, the exercise prices of stock options in the table were adjusted in fiscal year 2021 in accordance with the terms of the Employee Matters Agreement related to the Spin-off and the 2020 Stock Incentive Plan and are lower, reflecting the bifurcation of TD SYNNEX options. (2) Unless otherwise noted, all stock awards listed in this table vest as to 20% of the shares on each of the first five anniversaries of the grant date. Market value was determined by multiplying the number of shares of stock or units, as applicable, by $98.64, the closing price of our Common Stock on November 30, 2023, the last trading day of our last completed fiscal year. Except as otherwise noted, stock awards were bifurcated as of the Spin-off to become stock awards for common stock of both TD SYNNEX and Concentrix Corporation, in each case subject to the same terms as applied prior to the Spin-off. (3) This stock option vests as to 25% of the shares on the first anniversary of September 1, 2021 and vests as to 1/48th of the shares monthly thereafter. (4) This stock option vests as to 1/3 of the shares on the first anniversary of October 4, 2022 and vests as to 1/36th of the shares monthly thereafter. (5) Represents shares of common stock issuable upon settlement of restricted stock units awarded under the 2020 Stock Incentive Plan. The restricted stock units vest as to 25% of the shares on each of the first four anniversaries of September 1, 2021. (6) Represents shares of common stock issuable upon settlement of restricted stock units awarded under the 2020 Stock Incentive Plan. The restricted stock units vest as to 1/3 of the shares on each of the first three anniversaries of October 4, 2022. (7) Represents shares of common stock issuable upon settlement of restricted stock units awarded under the 2020 Stock Incentive Plan. The restricted stock units vest as to 1/3 of the shares on each of the first three anniversaries of October 3, 2023. (8) These performance-based RSUs under the 3-Year fiscal year 2023 LTI program will vest based upon (1) the achievement, on a cumulative basis, of the applicable minimum threshold financial performance measure based on a formula derived from non-GAAP diluted earnings per share (“non-GAAP diluted EPS formula”) target performance and (2) the achievement of an average adjusted return on invested capital (“adjusted ROIC”) target performance, with both performance metrics measured over a three-year period ending November 30, 2025. The minimum threshold non-GAAP diluted EPS formula target performance percentage is 75% and the maximum target performance percentage is 166.7% for each Officer under each program. The actual number of RSUs that will vest if the applicable minimum threshold non-GAAP diluted EPS formula percentage is met will be determined on a sliding scale based on the non-GAAP diluted EPS formula performance percentage actually achieved. The resulting number of shares that will vest under either program based on the non-GAAP diluted EPS formula metric will then be adjusted by a percentage increase or decrease corresponding with TD SYNNEX’s performance as measured by the adjusted ROIC performance percentages, but in no event will an officer be entitled to receive more than the number of shares set forth in the table above (the “Maximum Amount”). If the minimum threshold non-GAAP diluted EPS formula target performance is not achieved, no RSUs will vest, regardless of the achievement of the adjusted ROIC performance. At 100% target non-GAAP diluted EPS formula and adjusted ROIC performance, the officers’ RSUs will vest as to 50% of the Maximum Amount. Any unvested shares underlying the RSUs will not vest and will be canceled. In addition, the vesting of the RSUs is contingent upon the Officer remaining employed by TD SYNNEX on the date of vesting. In the event of an officer’s death prior to the vesting date, TD SYNNEX will transfer to such officer’s estate the number of shares that would have vested on or prior to such officer’s death. (9) This stock option vests as to 20% of the shares on the first anniversary of October 7, 2020 and vests as to 1/60th of the shares monthly thereafter. (10) Represents shares of restricted stock awarded under the 2020 Stock Incentive Plan. The restricted stock vests as to 20% of the shares on each of the first five anniversaries of October 7, 2020. (11) Represents shares of restricted stock awarded under the 2020 Stock Incentive Plan. The restricted stock vests as to 1/3 of the shares on December 1, 2021, December 1, 2022 and December 1, 2023. (12) Represents shares of restricted stock awarded under the 2020 Stock Incentive Plan. The restricted stock vests as to 1/3 of the shares on each of the first three anniversaries of October 4, 2022. (13) Represents shares of restricted stock awarded under the 2020 Stock Incentive Plan. The restricted stock vests as to 1/3 of the shares on each of the first three anniversaries of October 3, 2023. (14) These performance-based RSUs under the 3-Year FY2021 LTI program will vest based upon (1) the achievement, on a cumulative basis, of the applicable minimum threshold financial performance measure based on a formula derived from non-GAAP diluted earnings per share (“non-GAAP diluted EPS formula”) target performance and (2) the achievement of an average adjusted return on invested capital (“adjusted ROIC”) target performance, with both performance metrics measured over a three-year period ending November 30, 2023. The minimum threshold non-GAAP diluted EPS formula target performance percentage is 75% and the maximum target performance percentage is 166.7% for each officer under each program. The actual number of RSUs, if the applicable minimum threshold non-GAAP diluted EPS formula percentage is met, will vest on a sliding scale of the non-GAAP diluted EPS formula target performance percentage actually achieved. The resulting number of shares that will vest under either program based on the non-GAAP diluted EPS formula metric will then be adjusted by a percentage increase or decrease corresponding with TD SYNNEX’s performance as measured by the adjusted ROIC performance percentages, but in no event will an officer be entitled to receive more than the number of shares set forth in the table above (the “Maximum Amount”). If the minimum threshold non-GAAP diluted EPS formula target performance is not achieved, no RSUs will vest, regardless of the achievement of the adjusted ROIC performance. At 100% target non-GAAP diluted EPS formula and adjusted ROIC performance, the officers’ RSUs will vest as to 50% of the Maximum Amount. Any unvested shares underlying the RSUs will not vest and will be canceled. In addition, the vesting of the RSUs is contingent upon the officer remaining employed by TD SYNNEX on the date of vesting. In the event of an officer’s death prior to the vesting date, TD SYNNEX will transfer to such officer’s estate the number of shares that would have vested on or prior to such officer’s death. (15) Represents shares of restricted stock awarded under the 2020 Stock Incentive Plan. The restricted stock vests on the third anniversary of the date of grant.

  41. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    (16) These RSUs under the 3-Year FY2022 LTI program will vest based upon (1) the achievement, on a cumulative basis, of the applicable minimum threshold financial performance measure based on a formula derived from earnings per share (“non-GAAP diluted EPS Formula”) target performance and (2) the achievement of an average return on invested capital (“adjusted ROIC”) target performance, with both performance metrics measured over a three-year period ending November 30, 2024. The minimum threshold non-GAAP diluted EPS Formula target performance percentage is 75% and the maximum target performance percentage is 166.7% for each officer under each program. The actual number of RSUs that will vest if the applicable minimum threshold Non-GAAP EPS Formula percentage is met will be determined on a sliding scale based on the non-GAAP diluted EPS Formula performance percentage actually achieved. The resulting number of shares that will vest under either program based on the non-GAAP diluted EPS Formula metric will then be adjusted by a percentage increase or decrease corresponding with TD SYNNEX’s performance as measured by the adjusted ROIC performance percentages, but in no event will an officer be entitled to receive more than 200% of the target number of shares (the “Maximum Amount”). If the minimum threshold non-GAAP diluted EPS Formula target performance is not achieved, no RSUs will vest, regardless of the achievement of the adjusted ROIC performance. At 100% target non-GAAP diluted EPS Formula and adjusted ROIC performance, the officers’ RSUs will vest as to 50% of the Maximum Amount. Any unvested shares underlying the RSUs will not vest and will be canceled. In addition, the vesting of the RSUs is contingent upon the officer remaining employed by TD SYNNEX on the date of vesting. In the event of an officer’s death prior to the vesting date, TD SYNNEX will transfer to such officer’s estate the number of shares that would have vested on or prior to such officer’s death. (17) Represents shares of restricted stock units awarded under the 2020 Stock Incentive Plan. The restricted stock units vests as to 25% of the shares on each of the first and second anniversaries of the date of grant and 50% of the shares on the third anniversary of the date of grant.

  42. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table sets forth the dollar amounts realized pursuant to the vesting or exercise of equity-based awards during fiscal year 2023.

  43. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Acquired on Exercise (#) | Value Realized On Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Richard Hume | — | — | 93,492 | 9,575,791 | | Marshall Witt | 4,328 | 293,785 | 9,600 | 985,525 | | Dennis Polk | 64,000 | 2,754,366 | 80,558 | 8,664,593 | | Michael Urban | — | — | 14,424 | 1,500,302 | | Patrick Zammit | — | — | 38,390 | 3,932,603 |

  44. 2023 Option Exercises and Stock Vested Table

    ————— (1) Amounts reflect the difference between the exercise price of the option and the market price at the time of exercise. (2) Amounts reflect the aggregate market value of shares on the vesting date.

  45. Pension Benefits

    Pension Benefits None of our named executive officers participate in qualified or non-qualified defined benefit plans sponsored by us. The Compensation Committee may elect to adopt qualified or non-qualified defined benefit plans if the Compensation Committee determines that doing so is in our best interests. During the period from December 1, 2022 to November 30, 2023, the Company contributed to a French retirement insurance program on behalf of Mr. Zammit in the amount of $47,127 and made premium payments on behalf of Mr. Zammit to a third-party administrator for a retirement arrangement in Belgium in the amount of $115,767.

  46. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans As discussed above, we maintain a deferred compensation plan, which became effective on January 1, 1994. The deferred compensation plan is designed to permit designated officers and directors to accumulate additional income for retirement and other personal financial goals through a nonqualified deferred compensation plan that enables the officer or director to make elective deferrals of a specified amount of salary or bonus to which he or she will become entitled in the future. The balance in a participant’s account will be distributed in full after the earlier of their termination of employment with us or upon attaining the age of 65. The distribution may be paid in one lump sum or in equal monthly or annual installments over a period not to exceed 15 years. Under certain circumstances, a participant may receive an early distribution in the form of a lump sum payment, subject to certain penalties. As noted above, this plan was amended effective January 1, 2005 to conform with changes required under Section 409A of the Code. As a result, for account balances earned after 2004, distributions to officers upon termination of employment are generally subject to a six-month delay, and accelerated distributions are generally prohibited. None of our named executive officers participate in or have account balances under the nonqualified deferred compensation plan.

  47. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The following table sets forth potential payments payable to our current executive officers upon termination of employment or a change in control if the triggering event were to have occurred on November 30, 2023. For accelerated stock options, the amounts reflect the difference between the per share exercise price as of fiscal year end and the closing market price per share as of fiscal year end, $98.64. The Compensation Committee may in its discretion revise, amend or add to the benefits if it deems advisable. The severance payment to Mr. Zammit assumes that the Company opted for the full twelve (12) months of Mr. Zammit’s agreement not to compete as governed by his Manager’s Agreement which calls for a lump sum payment of $548,450. The dollar value has been calculated using the spot exchange rate for Euros to U.S. dollars as of November 30, 2023.

  48. Potential Payments upon Termination or Change of Control

    | Name | Benefit | Termination for Good Reason/Without Cause; No Change of Control ($) | Termination for Good Reason/Without Cause; with Change of Control ($) | | Richard Hume | Salary | 3,360,000 | 5,040,000 | | | Bonus | — | — | | | Equity award acceleration | 2,247,050 | 2,247,050 | | | Benefits continuation | 8,604 | 17,209 | | | Total value | 5,615,654 | 7,304,259 | | Marshall Witt | Salary | — | 2,128,812 | | | Bonus | — | — | | | Equity award acceleration | — | — | | | Benefits continuation | — | 40,515 | | | Total value | — | 2,169,327 | | Dennis Polk | Salary | 3,073,705 | 5,378,983 | | | Bonus | — | — | | | Equity award acceleration | 1,905,138 | 1,905,138 | | | Benefits continuation | 24,979 | 49,959 | | | Total value | 5,003,822 | 7,334,080 | | Michael Urban | Salary | — | 3,022,061 | | | Bonus | — | — | | | Equity award acceleration | — | — | | | Benefits continuation | — | 33,813 | | | Total value | — | 3,055,874 | | Patrick Zammit | Salary | 3,787,733 | 3,787,733 | | | Bonus | — | — | | | Equity award acceleration | — | — | | | Benefits continuation | 500,389 | 500,389 | | | Total value | 4,288,122 | 4,288,122 |

  49. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the annual total compensation of our co-workers (other than our Chief Executive Officer) and the annual total compensation of our Chief Executive Officer, Richard Hume. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. In our calculation, we did not include any independent contractors. To calculate the ratio, we used an employee in the same pay range and in a similar position to the median employee that we had identified last year as of the October 31, 2022 determination date. We believe there has been no change in our employee population or employee compensation arrangements from fiscal year 2022 that would result in a material change in our pay ratio disclosure or our median employee. However, we did not use the original median employee this year that we had used last year because the original employee no longer works for us. As a result, we identified a different employee whose compensation is substantially similar to the original employee based on the selection compensation measure. To determine the median employee for fiscal year 2022, we considered the base salary paid to each of the employees, not including our Chief Executive Officer, for the twelve (12) month period ending October 31, 2022. We used exchange rates in effect as of October 31, 2022 to convert the base salaries of our non-U.S. employees to U.S. dollars, and we did not make any cost-of-living adjustments. Using this approach, we selected an individual at the median of the employee population. We then calculated total compensation for this individual using the same methodology we use for our named executive officers as set forth in our Summary Compensation Table. Of the more than 23,000 co-workers included in our analysis, approximately sixty-four (64%) were located outside the United States, which is where our CEO is located. The compensation elements and pay levels of our co-workers differ from country to country based on market trends as well as fluctuations in currency exchange rates. For the fiscal year ended November 30, 2023, the annual total compensation of our median employee in fiscal year 2023 was approximately $45,514, calculated using the same methodology we use for our named executive officers set forth in our Summary Compensation Table. For the year ended November 30, 2023, the total compensation for our CEO, Mr. Hume, was $9,254,634 as reported in the “Total” column of the Summary Compensation Table. The annual compensation of our Chief Executive Officer, Mr. Hume, was approximately two hundred and three (203) times that of the median of the annual total compensation of all co-workers, as discussed above. The form and amount of our Chief Executive Officer’s annual total compensation is largely influenced by prevailing compensation practices in the United States and the competitive market for senior executive talent. Because SEC rules for identifying the median of our annual total compensation of all co-workers of our company and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay-ratio disclosures.

  50. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Provided below is the Company’s “Pay Versus Performance” disclosure as required pursuant to Item 402(v) of Regulation S-K under the Exchange Act, including: •Tabular List of Financial Performance Measures: A list of the most important financial measures that our Compensation Committee used in fiscal year 2023 to link Compensation Actually Paid (“CAP”) to Company performance; •Pay vs. Performance table: Compares the total compensation of our Named Executive Officers (“NEOs”) which includes our Principal Executive Officer ("PEO") and Non-PEO NEOs as presented in the Summary Compensation Table for each year to CAP, and that compares CAP to specified performance measures; and •Clear Description of Relationship Between Pay and Financial Performance: Graphs and narratives that describe: ◦the relationship between PEO and the average of Non-PEO NEOs CAP, Company Total Shareholder Return (“TSR”), and Peer Group TSR ◦the relationship between PEO and the average of Non-PEO NEOs CAP and net income; and ◦the relationship between PEO and the average of Non-PEO NEOs CAP and non-GAAP net income, which is our Company Selected Measure.

  51. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides information regarding compensation paid to the PEO and the average of the Non-PEO NEOs, along with the cumulative TSR of the Company and a peer group index, the Company’s net income, and the Company Selected Measure, non-GAAP net income.

  52. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | (In Millions) | | | Year(1) | Summary Compensation Table Total for PEO 1(2) ($) | Summary Compensation Table Total for PEO 2(2) ($) | Compensation Actually Paid to PEO 1(3) ($) | Compensation Actually Paid to PEO 2(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(3) ($) | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income(5) ($) | Company Selected Measure: Non-GAAP Net Income(6) ($) | | 2023 | 9,254,634 | n/a | 8,193,274 | n/a | 2,817,204 | 2,526,184 | 130.68 | 86.03 | 626.9 | 1,053.6 | | 2022 | 7,498,195 | n/a | 8,456,768 | n/a | 3,121,580 | 2,909,564 | 133.63 | 85.51 | 651.6 | 1,147.9 | | 2021 | 9,529,362 | 16,704,037 | 9,334,615 | 23,273,315 | 4,709,006 | 7,450,077 | 133.45 | 108.24 | 395.1 | 595.7 |

  53. Pay Versus Performance Table

    ————— (1) NEOs included in these columns reflect the following:

  54. Pay Versus Performance Table

    | Year | PEOs | Non-PEO NEOs | | 2023 | Rich Hume (PEO 1) | Dennis Polk, Marshall Witt, Michael Urban, Patrick Zammit | | 2022 | Rich Hume (PEO 1) | Dennis Polk, Marshall Witt, Michael Urban, Patrick Zammit | | 2021 | Rich Hume (PEO 1) | Marshall Witt, Michael Urban, Patrick Zammit, Peter Larocque, Simon Leung | | | Dennis Polk (PEO 2) | |

  55. Pay Versus Performance Table

    (2) Amounts reflect the table labeled “2023 Summary Compensation Table” for our NEOs for each corresponding year, as follows: (i) the total compensation reported in the 2023 Summary Compensation Table for the applicable year for PEO 1 and PEO 2, and (ii) the average of the total compensation reported in the 2023 Summary Compensation Table for the applicable year for the Non-PEO NEOs reported for the applicable year. (3) The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted for exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values in the Summary Compensation Table are calculated in accordance with FASB ASC Topic 718, using the grant date fair value of stock and option awards granted during the year, whereas CAP represents the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or were vested or forfeited during the year.

  56. Pay Versus Performance Table

    | Year | Summary Compensation Table Total(a) ($) | (Minus) Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year(b) ($) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year(c) ($) | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years(c) ($) | Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year(c) ($) | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year(c) ($) | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year(c) ($) | Equals Compensation Actually Paid ($) | | PEO 1 | | | | | | | | | | 2023 | 9,254,634 | (5,759,614) | 5,677,045 | (701,565) | — | (277,226) | — | 8,193,274 | | 2022 | 7,498,195 | (4,349,941) | 5,409,421 | 11,252 | — | (112,159) | — | 8,456,768 | | 2021(d) | 9,529,362 | (3,639,900) | 3,445,153 | — | — | — | — | 9,334,615 | | PEO 2 | | | | | | | | | | 2023 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | 2022 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | 2021(d) | 16,704,037 | (12,528,928) | 14,611,088 | 1,574,513 | 643,291 | 2,269,314 | — | 23,273,315 | | Non-PEO NEOs (Average) | | | | | | | | | | 2023 | 2,817,204 | (1,114,461) | 1,086,993 | (301,906) | — | 38,354 | — | 2,526,184 | | 2022 | 3,121,580 | (1,264,076) | 1,344,275 | (110,432) | — | (181,782) | — | 2,909,564 | | 2021(d) | 4,709,006 | (2,716,425) | 4,132,599 | 375,500 | 187,951 | 761,446 | — | 7,450,077 |

  57. Pay Versus Performance Table

    (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year for the PEOs. For Non-PEO NEOs, amounts shown represent averages. (b) Represents the grant date fair value of the stock options and stock awards granted during the indicated fiscal year, calculated in accordance with ASC 718 as reported on the Summary Compensation Table. See Note 5 “Share-Based Compensation” to the Audited Financial Statements included in our Form 10-K for the fiscal year ended November 30, 2023 for a discussion of the relevant assumptions used in calculating these amounts. (c) The fair values of unvested and outstanding equity awards to our NEOs were remeasured starting on November 30, 2020, and subsequently as of each vesting date of vested awards, and as of the end of each fiscal year for unvested awards during the indicated fiscal year. Fair values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value on the grant date under US GAAP. For stock awards subject to performance-based vesting conditions, fair value was calculated based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. For stock options, a Black-Scholes model was used to estimate the fair value as of the various measurement dates based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date, as well as updated assumptions related to the expected term, expected volatility, risk-free interest rate and dividend yield. (d) On December 1, 2020, the Company completed the separation (the “Separation”) of its customer experience services business in a tax-free transaction for federal income tax purposes, which was accomplished by the distribution of one hundred percent of the outstanding common stock of Concentrix Corporation (“Concentrix”). SYNNEX stockholders received one share of Concentrix common stock for every share of SYNNEX common stock held at the close of business on the record date. Concentrix is now an independent public company trading under the symbol “CNXC” on the Nasdaq Stock Market. After the Separation, SYNNEX did not beneficially own any shares of Concentrix’ common stock. The closing stock price of SYNNEX common stock on November 30, 2020 was $160.31. As a result of the impacts of the Separation, the opening stock price of SYNNEX common stock on December 1, 2020 was $82.01. The Company has used the opening stock price on December 1, 2020 to calculate changes in fair value of equity awards in fiscal 2021 in order to provide a comparable basis of performance for the fair value measurements. (4) Cumulative total shareholder return (“TSR”) assumes an initial investment of $100 as of the market open on December 1, 2020, the beginning of fiscal year 2021, for the Company’s common stock as well as the common stock of companies in our peer group. Our peer group is measured by the Computer and Peripheral Equipment index, which is based on the Standard Industrial Classification Code 5045—Wholesale Computer and Computer Peripheral Equipment and Software. For 2021, the measurement period was one (1) year, for 2022, the measurement period was two (2) years, and for 2023, the measurement period was three (3) years. (5) Reflects “Net Income” in our consolidated statements of income included in our Annual Reports on Form 10-K for the applicable year. (6) While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, non-GAAP net income is our Company Selected Measure, which is the financial performance measure that, in our assessment, represents the most important performance measure used to link CAP to NEOs to Company performance in 2023. For a reconciliation of non-GAAP net income to the most directly comparable GAAP financial measure, net income, refer to Appendix A of this Proxy Statement for the reconciliation of GAAP to non-GAAP net income.