DEF 14A of TD Synnex Corp, Feb 20, 2025

DEF 14A of TD Synnex Corp

Filed Feb 20, 2025 · FY20240001177394-25-000016

Open on EDGAR

  1. 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 ten directors. The Board has fixed the number of directors to constitute the whole Board upon the time of the Annual Meeting at ten. At the Annual Meeting, ten 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 ten persons set forth below for election at the Annual Meeting. All of the nominees were elected for their current term at our 2024 Annual Meeting of Stockholders held on March 20, 2024, except for Patrick Zammit, who was appointed on September 1, 2024, and Kenneth Lamneck. Current director Hau Lee has decided 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 ten 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. 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 Ann Vezina, Kathleen Crusco, Ting Herh, Kenneth Lamneck (as of April 1, 2025), Nayaki Nayyar, Claude Pumilia, and Merline Saintil have no material relationship with us and that each of these director nominees is independent. Board nominees also include three 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 20, 2025), position (if any) with TD SYNNEX, business experience during at least the past five years, and directorships of other publicly-traded corporations. 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.

  2. Directors and Nominees

    | Ann Vezina Chair of the Board Age: 62 Director since: 2017 Chair since: 2023 | Ms. Vezina 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 Board perspective and effectiveness. | | Patrick Zammit Director President and Chief Executive Officer Age: 58 Director since: 2024 | Mr. Zammit has served as our President and Chief Executive Officer and member of our Board since September 2024. In his Chief Executive Officer role, he is responsible for the strategic direction of the Company and oversees all aspects of its extensive global operations. Mr. Zammit served as our Chief Operating Officer from January 2024 until he became Chief Executive Officer in September 2024. Previously, as Chief Operating Officer, he coordinated the Company’s business strategy to drive profitable growth across all technologies, geographies, and vendors, and to accelerate the adoption of new, strategic technologies around the globe. Prior to that role, he served as the Company’s President, Europe and APJ, since the Company’s merger with Tech Data Corporation (“Tech Data”), where he had been President, Europe following Tech Data’s acquisition of Avnet Inc.’s (“Avnet”) Technology Solutions business in February 2017. Mr. Zammit was employed for more than twenty years at Avnet. He served in various management roles at Avnet, starting in 1993. During his tenure at Avnet, he served as Global President of the Avnet Technology Solutions division, serving on its executive board, and earlier as President, EMEA Electronic Marketing, and European Chief Financial Officer, among other roles. Before joining Avnet, he was a Senior Consultant at Arthur Andersen. He holds the French equivalent of a master’s degree in business administration from ESLSCA Business School. As our President and Chief Executive Officer, we believe that Mr. Zammit contributes his leadership skills, industry knowledge, technology background, and business experience to the Board. In addition, we believe that Mr. Zammit’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. |

  3. Directors and Nominees

    | Kathleen Crusco Director Age: 59 Director since: 2023 | Ms. Crusco 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. Ms. Crusco is chair of the Audit Committee and a member of the Strategic Committee at Calix, Inc. 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 Board perspective and effectiveness. | | Ting Herh Director Age: 69 Director since: 2024 | Mr. Herh has served as a member of our Board since March 2024. Mr. Herh has been the founder & Chair of Davicom Semiconductor, Inc. (“Davicom”) 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 Bachelor of Science degree from National Chiao Tung University, Taiwan in 1977 and Master of Science degree in 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 nine 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 44 years. His entrepreneurship, broad international business experience and technology background, plus understanding of electronic manufacturing and logistic processes 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 Board perspective and effectiveness. |

  4. Directors and Nominees

    | Richard Hume Director Age: 65 Director since: 2021 | Mr. Hume has served as a member of our Board since September 2021. He served as our President and Chief Executive Officer from September 2021 until his retirement in September 2024. 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 Chief Operating Officer, Global Technology Services. Mr. Hume serves on the board of directors of The Allstate Corporation (NYSE: ALL), an insurance company, where he is a member of the Compensation and Human Capital Committee and the Risk and Return Committee. Mr. Hume also serves on the board of directors of the Pancreatic Cancer Action Network. Mr. Hume holds a Bachelor of Science degree in Accounting from the Pennsylvania State University. As our President and Chief Executive Officer from September 2021 until September 2024, 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. | | Kenneth Lamneck Director Nominee Age: 70 | Mr. Lamneck served from 2010 through 2021 as the President, Chief Executive Officer, and a Director of Insight Enterprises, Inc. (Nasdaq: NSIT), a global provider of information technology hardware, software and service solutions to businesses and public sector clients in over 190 countries. Since his retirement as CEO on December 31, 2021, he has served Insight Enterprises as Executive Vice President, advising on company projects. Mr. Lamneck will serve in this role until March 31, 2025 at which time his employment will end. Prior to Insight Enterprises, Inc., from 2004 to 2009, he was President, the Americas, at Tech Data, where he led operations in the United States, Canada and Latin America. From 1996 to 2003, he held various executive management positions at Arrow Electronics, including President of Arrow/Richey Electronics and President of Arrow’s Industrial Computer Products business. Following five years of service in the United States Army, he began his civilian career at IBM as an engineer. Mr. Lamneck currently serves on the boards of directors of Benchmark Electronics, Inc. (NYSE: BHE), a provider of electronics manufacturing (EMS, ODM, and OEM) and design services, since June 2013, and Fidelity National Information Services (NYSE: FIS) a financial services technology company, since March 2022. Mr. Lamneck is Chair of the Nominating, Sustainability, and Governance Committee and is a member of the Audit Committee at Benchmark Electronics, Inc., and he is Chair of the Corporate Governance, Nominating and Sustainability Committee and is a member of the Compensation Committee at Fidelity National Information Services. Mr. Lamneck received a Bachelor of Science from the United States Military Academy at West Point and a Master of Business Administration from the University of Texas at El Paso. As an executive with wide-ranging industry experience spanning over 30 years at multiple global hardware, software and services companies, we believe that Mr. Lamneck will contribute his leadership skills, industry knowledge, technology background, and business experience to the Board. In addition, we believe that his membership on the Board will help 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. |

  5. Directors and Nominees

    | Nayaki Nayyar Director Age: 54 Director since: 2021 | Ms. Nayyar has served as a member of our Board since September 2021. She previously served as a board member and Chief Executive Officer of Securonix, Inc., a privately held cybersecurity company from December 2022 to July 2024. 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. She served on the board of directors of Veritone, Inc. (Nasdaq: VERI), an artificial intelligence platform/services provider, from October 2018 to December 2022. Ms. Nayyar currently serves on the board of directors of Corteva, Inc. (NYSE: CTVA), a publicly traded agriculture company, where she is a member of the Audit Committee and the Governance and Compliance Committee. 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 many 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. | | Dennis Polk Director Hyve Solutions Executive Age: 58 Director since: 2012 | Mr. Polk 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. Mr. Polk will not stand for re-election as a director of Terreno at Terreno’s 2025 Annual Meeting of Stockholders. 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. |

  6. Directors and Nominees

    | Claude Pumilia Director Age: 57 Director since: 2023 | Mr. Pumilia 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 Board perspective and effectiveness. | | Merline Saintil Director Age: 48 Director since: 2021 | Ms. Saintil 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, and Symbotic, Inc. (Nasdaq: SYM), a robotics and automation platform company, since June 2022. Ms. Saintil is Lead Independent Director and Chair of the Nominating and Corporate Governance Committee at Rocket Lab USA, Inc., Chair of the Nominating and Governance Committee of Symbotic, Inc. and a member of its Compensation Committee. She is also a member of the Compensation Committee at GitLab, 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, Lightspeed Commerce Inc. (NYSE: LSPD), an e-commerce software provider, from August 2020 to December 2022, and Evolv Technologies Holdings, Inc. (Nasdaq: EVLV), an AI security solutions company, from January 2021 to January 2025. 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. |

  7. 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.

  8. 2024 Directors’ Compensation Table

    | Name | Fees Earned or Paid in Cash($) | Stock Awards($) (1) (2) | All Other Compensation($)(3) | Total ($) | | Ann Vezina | 250,000 | 184,912 | 1,605 | 436,517 | | Fred Breidenbach(4) | 25,000 | — | 7,899(5) | 32,899 | | Kathleen Crusco | 126,250 | 184,912 | 1,962 | 313,124 | | Ting Herh(6) | 75,000 | 184,912 | 1,408 | 261,320 | | Rich Hume(7) | 25,000 | — | — | 25,000 | | Robert Kalsow-Ramos(8) | — | — | — | — | | Hau Lee | 120,000 | 184,912 | 1,605 | 306,517 | | Nayaki Nayyar | 120,000 | 184,912 | 1,605 | 306,517 | | Matthew Miau(4) | 25,000 | — | 332(9) | 25,332 | | Matthew Nord(8) | — | — | — | — | | Claude Pumilia | 100,000 | 184,912 | 1,962 | 286,874 | | Merline Saintil | 100,000 | 184,912 | 1,605 | 286,517 | | Duane Zitzner(4) | 33,750(10) | — | 10,343(11) | 44,093 |

  9. 2024 Directors’ Compensation Table

    (1)Amounts listed in these columns represent the grant date fair value of stock awards recognized by us under FASB ASC Topic 718 for the fiscal year ended November 30, 2024, rather than the amounts realized by the named individuals. See Note 4 “Share-Based Compensation” for valuation assumptions used to calculate the fair value included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. There were no new stock options granted during the fiscal year ended November 30, 2024. (2)The table below sets forth the aggregate number of outstanding stock awards held by our non-executive directors that have not vested as of November 30, 2024. Due to Mr. Hume’s service as our President and Chief Executive Officer during the first three quarters of our 2024 fiscal year and his service as non-executive director since that time, his aggregate totals of option awards that are outstanding are set forth in the Outstanding Equity Awards Table on page 60. There were no other outstanding option awards held by our non-executive directors as of November 30, 2024.

  10. 2024 Directors’ Compensation Table

    | Name | Stock Awards (#) | | Ann Vezina | 391 | | Fred Breidenbach(4) | — | | Kathleen Crusco | 391 | | Ting Herh | 391 | | Rich Hume(7) | — | | Robert Kalsow-Ramos(8) | — | | Hau Lee | 391 | | Matthew Miau(4) | — | | Nayaki Nayyar | 391 | | Matthew Nord(8) | — | | Claude Pumilia | 391 | | Merline Saintil | 391 | | Duane Zitzner(4) | — |

  11. 2024 Directors’ Compensation Table

    (3)Unless otherwise noted, the amounts in this column represent the dollar value of dividends paid during the fiscal year ended November 30, 2024 (as part of a dividend paid to all of our stockholders) on unvested RSAs; 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. (4)Messrs. Breidenbach, Miau, and Zitzner retired on March 20, 2024; they received prorated retainers and did not receive any stock awards. (5)In addition to dividends paid during the fiscal year ended November 30, 2024 (as part of a dividend paid to all of our stockholders) on unvested RSAs, amount also includes $7,500 Board member retirement gift from Company to Mr. Breidenbach, and $202 spouse attendance/meals related to casual Company outing for retiring Board members, including Mr. Breidenbach. (6)Mr. Herh joined the Board after the start of the term and received a prorated retainer. (7)Mr. Hume became a non-executive director after his retirement as President and Chief Executive Officer on September 1, 2024. Owing to Mr. Hume’s service as our President and Chief Executive Officer during the first three quarters of our 2024 fiscal year and his service as non-executive director since that time, his compensation as a director is set forth above which includes a prorated retainer. His total compensation in both roles is set forth in the Summary Compensation Table on page 56, and the aggregate total of option awards that are outstanding are set forth in the Outstanding Equity Awards Table on page 60. (8)Board members representing Apollo are uncompensated. Therefore, Mr. Nord and Mr. Kalsow-Ramos did not receive any compensation from the Company for their service as directors during the fiscal year ended November 30, 2024. Mr. Nord and Mr. Kalsow-Ramos resigned from the Board on April 15, 2024. (9)In addition to dividends paid during the fiscal year ended November 30, 2024 (as part of a dividend paid to all of our stockholders) on unvested RSAs, amount also includes $135 spouse attendance/meals related to casual Company outing for retiring Board members, including Mr. Miau. (10)The amounts for Mr. Zitzner do not include fees for acting as an advisor to the Board and Audit Committee by providing strategic and operational advice from time to time, as requested by the Board or Audit Committee, pursuant to an Advisor Agreement entered into as of March 21, 2024 between Mr. Zitzner and the Company. (11)In addition to dividends paid during the fiscal year ended November 30, 2024 (as part of a dividend paid to all of our stockholders) on unvested RSAs, amount also includes $10,000 charitable donation to 2 organizations designated by and on behalf of Mr. Zitzner as a Board member retirement gift from the Company and $146 spouse attendance/meals related to casual Company outing for retiring Board members, including Mr. Zitzner.

  12. Board of Directors

    Board of Directors Pursuant to the Investor Rights Agreement, the Apollo Entities had the right to nominate a certain number of directors for our Board, depending on the percentage held at the time by the Apollo Entities of the number of outstanding shares of our common stock on September 1, 2021. Specifically, the Apollo Entities had the right to nominate: i.up to four directors, if the Apollo Entities collectively own 30% or more of the outstanding shares of our common stock, two of which must be “independent” directors, within the meaning of the New York Stock Exchange; ii.up to three directors, if the Apollo Entities collectively own between 20% and 30% of the outstanding shares of our common stock, one of which must be an independent director; iii.up to two directors, if the Apollo Entities collectively own between 10% and 20% of the outstanding shares of our common stock; and iv.up to one director, if the Apollo Entities collectively own between 5% and 10% of the outstanding shares of our common stock. The directors nominated by the Apollo Entities shall be referred to herein as “Apollo Directors.” The initial Apollo Directors were Robert Kalsow-Ramos, Nayaki Nayyar, Matthew Nord, and Merline Saintil. Pursuant to the Investor Rights Agreement, any replacement Apollo Director needed to be approved by a majority of the directors on the Board that are not Apollo Directors. The Investor Rights Agreement also provided that, of the remaining directors who are not Apollo Directors, one director shall be the then-serving Chief Executive Officer of the Company, and the other directors would be nominated in accordance with the provisions of our bylaws and Certificate of Incorporation. In the event the size of the Board was increased or decreased to other than eleven directors, the number of Apollo Directors would be proportionately increased or decreased to most closely equal the percentage of the Board originally consisting of Apollo Directors.

  13. Objectives and Philosophy of Our Compensation Program

    Objectives and Philosophy of Our Compensation Program Our compensation philosophy is to pay for performance as well as to offer competitive compensation to attract and retain talented executive officers. 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 MIP and awards through our long-term incentive equity program that are performance-based, and equity compensation where realized 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 and long-term competitive advantage. We believe that the performance of our executive officers in managing TD SYNNEX, considered in light of general economic conditions, our industry, and competitive conditions, should be the primary driver in determining their compensation. Our executive compensation program is designed to strengthen the link between pay and performance by having a significant amount of the executives’ compensation tied to the achievement of pre-established performance metrics directly related to our business goals and strategies. As an executive’s ability to impact operational performance increases, so does the proportion of at-risk, variable compensation the officer receives. 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 stockholders. Competitive compensation also 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 executive officer compensation of our competitors. We also strive for internal equity among co-workers according to job responsibilities, experience, capability, and individual performance within 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 program has on incentivizing our co-workers. The differences in compensation among the various executive officers are due primarily to individual differences in job responsibility, contribution, performance, scope and complexity of the businesses they oversee, and demands of managing and influencing global operations. 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 emphasis on performance and the extent of individual opportunity to influence the company’s performance over the long term plays a large role in how we determine 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 strive 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. Our total target compensation mix for executive officers in their roles as of November 30, 2024 is as follows: Ultimately, our incentive compensation is designed to reward executive officers for achieving goals that are intended to be challenging yet with a reasonable opportunity to reach the threshold amount, requiring meaningful growth to reach the target level and substantial growth to reach the maximum level. The amount of growth required to reach the maximum level of compensation is developed within the context of the normal business planning cycle and, while difficult to achieve, is not viewed to be at such an aggressive level that it would induce our executive officers to take inappropriate risks that could threaten our financial and operating stability. In addition, we endeavor to maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. The following summarizes our executive compensation and related governance policies and practices during fiscal year 2024:

  14. 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 •Mitigate undue risk in compensation programs •Maintain equity ownership guidelines for executives •Provide reasonable post-employment and change in control protection to executives •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 | •No repricing of underwater stock options •No tax gross-ups related to change in control •No significant perquisites •No hedging and pledging of Company securities by directors and executive officers |

  15. Objectives and Philosophy of Our Compensation Program

    Say on Pay Vote In June 2023, the Board determined that, consistent with the stockholders’ advisory vote in March 2023, 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, we received approximately 96% support for our Say on Pay vote. As the Compensation Committee evaluated our compensation principles and policies during fiscal year 2024, it was mindful of this favorable outcome and our stockholders’ strong support of our compensation objectives and compensation programs. Compensation Decision-Making Compensation Consultant. To assist in this process, the Compensation Committee retained the services of Compensia, Inc. as its compensation consultant during fiscal year 2024. 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 2024. The Compensation Committee also retained Compensia to review non-executive director compensation. The Compensation Committee believes that Compensia’s advice was independent and did not raise any conflicts of interest. 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. Peer Group. In 2023, with the assistance of Compensia, the Compensation Committee approved a compensation peer group as a source of competitive market data for evaluating the compensation of our executive officers and to support pay decisions for fiscal year 2024. The key objectives playing a role in peer company selection include: identifying companies characterized by comparable industry, business model and/or executive labor market; identifying companies that are of a similar size and scope, typically based on a best-practice set of financial criteria including market capitalization and revenue; and positioning TD SYNNEX in or near the middle of the peer group in key financial metrics where possible. The following comparable technology distribution, electronic manufacturing services, IT consulting, and other peer companies were used in our competitive benchmarking for fiscal year 2024 executive compensation: Arrow Electronics, Inc. Avnet, Inc. Cardinal Health, Inc. CDW Corporation DXC Technology Company Flex, Ltd. Hewlett Packard Enterprise Company Insight Enterprises, Inc. Jabil Inc. Western Digital Corporation Beginning with its determination of fiscal year 2025 executive compensation, the Compensation Committee has added Henry Schein, Inc., Ingram Micro, Inc., US Foods Holding Corporation, and Wesco International, Inc. to, and has removed DXC Technology Group and Hewlett Packard Enterprise Company from, 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 2022, 2023 and 2024. We supplement information from the peer group public filings with data from the Radford Global Technology Survey and Equilar Compensation Survey. While peer group and other market research data provides the framework for our compensation decisions, adjustments are also made by the Compensation Committee on an individual basis to account for individual performance and each executive’s scope of responsibility and experience. Role of President and Chief Executive Officer. Our President and Chief Executive Officer also made recommendations to the Compensation Committee as to the compensation of the other NEOs. 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 NEO’s role, responsibilities and performance during the past year, and the amount of compensation paid to NEOs 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. The CEO’s compensation is discussed and approved during executive sessions of the Compensation Committee and the Board without the CEO present. 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. 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) MIP bonus; (3) time-based vesting equity grants; and (4) performance-based long-term incentive equity grants (“LTI”). The compensation elements are usually administered in four cycles. Merit awards for base salaries are generally considered and implemented in the April-May period. Annual equity grants in the form of RSAs or RSUs, other than LTI awards, are generally awarded in the October period. MIP bonuses are generally paid in the January-February period and LTI awards in the form of PRSUs are generally granted in the February period. All of the above elements are reviewed and determined on at least an annual basis by the Compensation Committee. Base Salary. The Compensation Committee considers a number of factors in determining individual base salaries for the NEOs, including the scope of an individual’s job responsibilities, his or her individual contributions and experience, business performance, job market conditions, the salary budget guidelines, and the individual’s current base salary, as compared with those of persons in similar positions at other companies in the Company’s compensation peer group. Targets for MIP are a percentage of base salary. Merit increases are based on, among other things, individual performance, changes in responsibilities, 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. Typically, individual salaries for NEOs are reviewed each March by the Compensation Committee following its annual review of executive performance. Any merit increases are generally based on the CEO’s (for executives other than the CEO) and the Committee’s assessment of individual performance.

  16. Objectives and Philosophy of Our Compensation Program

    (1)Mr. Zammit’s fiscal year 2023 compensation has been calculated based on a weighted average Euro-to-Dollar exchange rate. (2)The increase in Mr. Zammit’s fiscal year 2024 base salary reflects different targets for the different roles, including a 54% increase in connection with his promotion from Chief Operating Officer to President and Chief Executive Officer approved by the Compensation Committee to bring his base salary closer to the market median as compared with those persons in similar positions at other companies in our peer group. (3)The Compensation Committee had increased the fiscal year 2023 base salary of Mr. Hume while he was Chief Executive Officer at the start of fiscal year 2023, but Mr. Hume requested due to certain industry conditions at the time that he forgo the increase to his base salary starting March 2023. (4)The Compensation Committee believed that the Company was able to achieve its financial objectives and was performing consistent with, or close to, its annual forecast, and so were supportive of raising Mr. Hume’s fiscal year 2024 base salary by 10% to $1,056,000 in April 2024 until his retirement from the Company. Mr. Hume’s fiscal year 2024 base salary amount represents his annualized salary for the year, and will not agree to the Summary Compensation Table due to his retirement from the company before the end of the fiscal year. (5)The Compensation Committee increased the base salary of Mr. Witt during fiscal year 2024 in order to bring his base salary closer to the market median as compared with persons in similar positions at other companies in our peer group. (6)Mr. Urban’s fiscal year 2024 base salary amount represents his annualized salary for the year, and will not agree to the Summary Compensation Table due to his separation from the Company before the end of the fiscal year. (7)Messrs. Vetter and Leung were not named executive officers during fiscal year 2023. Management Incentive Plan. The MIP cash bonuses reward individuals for achieving financial goals, in keeping with a performance-driven environment conducive to increasing stockholder value. Bonuses granted to executive officers under our MIP are determined by the Compensation Committee based upon quantitative considerations. The Compensation Committee establishes specific performance goals for each participant, which must be achieved for an award to be earned under our MIP for that fiscal year. The Compensation Committee sets reasonably stringent minimum MIP hurdles and performance metrics. The Compensation Committee is also authorized to recoup any bonuses or portion thereof to mitigate the potential for undue risk assumption. We believe that our integrated MIP directly links pay to the scope and impact of each job, offers programs and practices that keep pace with the changing needs of the business, and maintains a fair, equitable and global framework that allows for regional differences. The following table shows the target MIP bonuses for the Named Executive Officers for fiscal year 2023 and fiscal year 2024, inclusive of changes approved by the Compensation Committee during each fiscal year, as applicable.

  17. Objectives and Philosophy of Our Compensation Program

    | Name | Target MIP Fiscal Year 2023 ($) | Target MIP Fiscal Year 2024 ($) | Change (%) | | Patrick Zammit | 674,528(1) | 1,204,259 | 79(2) | | Rich Hume | 2,400,000(3) | 2,515,652(4) | 5 | | Marshall Witt | 705,000 | 797,994 | 13 | | Dennis Polk | 800,000 | 800,000 | — | | Michael Urban | 1,203,522 | 1,203,522(5) | — | | David Vetter | n/a(6) | 527,788 | n/a(6) | | Simon Leung | n/a(6) | 360,887 | n/a(6) |

  18. Objectives and Philosophy of Our Compensation Program

    (1)Mr. Zammit’s fiscal year 2023 target MIP bonus has been calculated based on a weighted average Euro-to-Dollar exchange rate. (2)The increase in Mr. Zammit’s target MIP bonus reflects different targets for the different roles, including Chief Operating Officer and President and Chief Executive Officer, that he held during fiscal year 2024. (3)The Compensation Committee had increased the fiscal year 2023 base salary of Mr. Hume while he was Chief Executive Officer at the start of fiscal year 2023, but Mr. Hume requested due to certain industry conditions at the time that he forgo the increase to his base salary starting March 2023. Therefore Mr Hume’s fiscal year 2023 target MIP bonus was based on the original base salary and is not prorated to include the portion of the year that included the increased base salary. (4)The Compensation Committee believed that the Company was able to achieve its financial objectives and was performing consistent with, or close to, its annual forecast, and so were supportive of raising Mr. Hume’s fiscal year 2024 base salary by 10% to $1,056,000 in April 2024 until his retirement from the Company. Therefore Mr. Hume’s fiscal year 2024 MIP target bonus amount is based on his annualized base salary for the year, prorated to include the portion of the year that included the increased base salary. (5)Mr. Urban’s fiscal year 2024 MIP target bonus amount is based on his annualized base salary for the year. (6)Messrs. Vetter and Leung were not named executive officers during fiscal year 2023. In consideration of the annual base salary and MIP target bonus details outlined above, the table below provides a summary of the total target cash compensation for our NEOs:

  19. Objectives and Philosophy of Our Compensation Program

    | MIP Performance Metric | | Rationale | | Non-GAAP Net Income | • | While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, non-GAAP net income is the financial performance measure that, in our assessment, represents the most important measure used as it is all-inclusive, driven by specific Company initiatives designed to improve financial performance results and is easily understood by stakeholders. | | Non-GAAP Operating Income | • | We incorporate non-GAAP operating income as the primary financial performance measure for management in regional leadership roles that do not have responsibility in influencing Corporate activities that would impact net income, such as our global debt and tax structure. | | Return on Working Capital | • | We incorporate a cash management performance measure for management in regional leadership roles that do not have responsibility in influencing Corporate activities that would impact invested capital, such as our global equity and debt structure, with a focus on optimizing cash flow generation throughout the Company. | | Adjusted Return on Invested Capital | • | Adjusted Return on Invested Capital (“Adjusted ROIC”) is selected as a primary measure of financial performance because it aligns with stockholders' interest in the Company allocating and deploying capital effectively with a focus on exceeding the Company's cost of capital, thereby creating stockholder value. |

  20. Objectives and Philosophy of Our Compensation Program

    The financial metrics applied to each executive are based on their role and scope of responsibilities, and the final payout an executive officer earns is based on the performance of each metric. There is a payout “acceleration curve” that applies to each metric. The threshold metric attainment is 70% for each performance metric, which, if achieved, results in a 30% payout for that metric. Meeting that target threshold attainment for the performance goal results in a 100% payout for that metric. An executive officer could earn up to 200% of the payout, depending on the degree of over-achievement. Acceleration applies from 101% attainment, where payout is 110%. Depending on the curve, the 200% maximum payout is achieved at either 110% or 115% attainment.

  21. Objectives and Philosophy of Our Compensation Program

    | Curves - Payout | | | | Attainment (%) | Jumbo (%) | Large (%) | | 70 | 30 | 30 | | 100 | 100 | 100 | | 101 | 110 | 110 | | 110 | 200 | 160 | | 115 | 200 | 200 |

  22. Objectives and Philosophy of Our Compensation Program

    (1)The percentages seen in the table above are based on the minimum, target, and maximum MIP payments set at the beginning of the year as a percentage of annualized base salary during fiscal year 2024, which is inclusive of salary increases and target bonus adjustments during the fiscal year calculated on a pro-rata basis. (2)MIP maximum payout is capped at $3.5 million. Our fiscal year 2024 MIP targets related to financial metrics that we publicly report, the attainment of these target metrics, the over/under attainment percentage and the payout percentage for our NEOs were:

  23. Objectives and Philosophy of Our Compensation Program

    | Name | Total MIP Bonus Payment ($) | Amount Attributable to Worldwide Non-GAAP Net Income ($) | 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 ($) | Amount Attributable to Worldwide or Business Unit Adjusted ROIC ($) | | Patrick Zammit(1) | 1,163,315 | 809,263 | — | — | — | 354,052 | | Richard Hume(2) | 1,897,049 | 1,327,934 | — | — | — | 569,115 | | Marshall Witt | 770,862 | 536,252 | — | — | — | 234,610 | | Dennis Polk | 1,600,000 | — | — | 960,000 | — | 640,000 | | Michael Urban(3) | 703,699 | 281,480 | 281,479 | — | 140,740 | — | | David Vetter | 509,843 | 354,673 | — | — | — | 155,170 | | Simon Leung | 348,617 | 242,516 | — | — | — | 106,101 |

  24. Objectives and Philosophy of Our Compensation Program

    (1)Mr. Zammit was promoted from President, Europe and APJ to Chief Operating Officer effective January 2024 and was promoted to President and Chief Executive Officer effective September 2024. His total MIP bonus opportunity for fiscal year 2024 was an aggregate of the MIP bonus opportunity he had for each role during the time of that role; therefore his total MIP bonus opportunity for fiscal year 2024 does not reflect, and is less than, what his total MIP bonus opportunity would have been if he had been Chief Executive Officer during the entire fiscal year. (2)Mr. Hume retired as President and Chief Executive Officer in September 2024. In consideration of Mr. Hume’s performance as Chief Executive Officer, since the merger of SYNNEX Corporation and Tech Data Corporation in September 2021 and related integration of the two companies through the first three quarters of fiscal year 2024, as well as Mr. Hume’s additional efforts related to the transition of the Chief Executive Officer role to Mr. Zammit, the Compensation Committee in July 2024 revised certain aspects of Mr. Hume’s compensation upon retirement. The revisions included payment of a fiscal year 2024 MIP bonus, assuming performance at target and prorated to the portion of the performance period completed as of August 31, 2024, in the amount of $1,897,049. (3)Mr. Urban separated from the Company in July 2024. In consideration of Mr. Urban’s efforts related to the transition of his responsibilities to the new Chief Operating Officer, and performance through fiscal year 2024 until his retirement, the Compensation Committee approved payment of fiscal year 2024 MIP bonus, assuming performance at 100% of target and prorated to the portion of the performance period completed as of July 2024, in the amount of $703,699. Equity Grants. Equity incentives include time-based vesting equity grants and performance-based equity grants, including RSAs and RSUs. The Compensation Committee believes that the equity incentive program ties executive compensation to long-term business performance and aligns total compensation closer to the market median in value and in form. The Compensation Committee grants equity incentives to our NEOs under our stockholder-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; •market data; 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 for similar roles at comparable companies. We evaluate our corporate performance objective primarily by our financial performance, including non-GAAP diluted earnings per share (“non-GAAP diluted EPS”) and adjusted ROIC. 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 or extraordinary contribution to the business. 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. Starting with our annual equity grants during fiscal year 2024, equity grants to executive officers are generally awarded on the 15th day of October, but, if that day is not a trading day, then the equity grant will be awarded on the first trading day after the 15th of October. However, if the 15th day of October (or the first trading day afterward, if the 15th day is not a trading day) falls within a trading blackout period, then the grant date will be at the end of the third trading day after the trading blackout 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. Starting with our annual equity grants during fiscal year 2025, PRSU grants to executive officers are generally awarded on the 13th day of February. 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 2024 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. The Committee intends for the time-lapse restricted share units to be a retention tool. For fiscal year 2024, the NEOs were granted time-based vesting RSA or RSU awards as follows:

  25. Objectives and Philosophy of Our Compensation Program

    | Name | RSAs or RSUs shares granted (#) | Value of RSAs or RSUs ($) | | Patrick Zammit | 29,762 | 3,541,976 | | Richard Hume(1) | — | — | | Marshall Witt | 10,083 | 1,199,978 | | Dennis Polk(2) | 15,965 | 1,899,995 | | Michael Urban(1) | — | — | | David Vetter | 7,562 | 899,954 | | Simon Leung | 3,277 | 389,996 |

  26. Objectives and Philosophy of Our Compensation Program

    (1)Mr. Hume and Mr. Urban did not receive RSAs or RSUs in fiscal 2024 due to their retirement and separation, respectively, from the Company prior to the annual awards granted in fiscal year 2024. (2)Mr. Polk’s grant includes 8,403 additional shares of RSAs for retention. Mr. Polk has continued serving as Hyve Solutions Executive for the Company beyond the transition period that was contemplated by the Amendment No. 3 to Offer Letter, dated January 4, 2023, between Mr. Polk and the Company (the Offer Letter, as amended, “Amended Offer Letter”). In accordance with the transition terms of the Amended Offer Letter, Mr. Polk, while serving as Hyve Solutions Executive, was not provided the opportunity to participate along with other executive officers in the Company’s long-term incentive equity programs for fiscal years 2022-2024 and 2023-2025. In consideration of Mr. Polk’s contributions as Hyve Solutions Executive to the Company’s performance through the third quarter of fiscal 2024 as well as the extent of his total equity compensation opportunity, and as an inducement to retain Mr. Polk’s services beyond the period contemplated in the Amended Offer Letter, the Compensation Committee granted him additional shares of RSAs on October 15, 2024 under the Company’s 2020 Stock Incentive Plan, as amended, with a fair market value of approximately $1,000,000. The terms of the award provide that one-third of the shares vest on the first anniversary of the grant date and one-third of the shares vest yearly thereafter, subject to Mr. Polk’s continued service as Hyve Solutions Executive and such other provisions as are contained in the Plan and in the Company’s standard form of Restricted Stock Award Agreement. Performance-Based, Long-Term Equity Incentives. Our annual long-term incentive (“LTI”) program implemented through our 2020 Stock Incentive Plan is designed to provide long-term retention incentives to our executive officers and to create an alignment between the interests of our executive officers with those of our stockholders because appreciation in the stock price of our shares will benefit both our executive officers and our stockholders. Under the 2020 Stock Incentive Plan, the Compensation Committee may grant LTI awards that require, as a condition to vesting, the attainment of one or more performance targets specified by the Compensation Committee from the list of possible financial and operational performance metrics specified in the 2020 Stock Incentive Plan. The Committee believed that it was appropriate to include an element that measured our performance in alignment with our long-term strategic plan and is viewed by stockholders as a primary driver of value creation. The Compensation Committee believed that linking a portion of long-term compensation to our long-term EPS performance aligns the interests of our NEOs with those of our stockholders. The Compensation Committee considers LTI program awards during the meeting held following the end of a fiscal year. The RSUs vest based upon (1) achievement, on a cumulative basis, of the applicable minimum threshold financial performance measure based on a formula derived from non-GAAP diluted EPS target performance (“non-GAAP diluted EPS formula”) and (2) the achievement of adjusted ROIC target performance, with performance metrics measured over a three-year period ending November 30. The minimum threshold non-GAAP diluted EPS formula percentage is 75% and the maximum target performance percentage is 166.7% for all executive officers. The actual number of performance-based 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. This amount is then adjusted by the percentage increase or decrease corresponding with our performance as measured by the adjusted ROIC performance percentage, provided that in no event will an executive officer be entitled to receive more than the maximum award (as set forth in table below). To the extent that we fail to meet our performance targets for the 3-year period, then that portion of the shares underlying the performance-based RSUs are canceled and do not vest, regardless of the adjusted ROIC performance percentage. If, for example, we achieve 75% of the Non-GAAP EPS Formula target and achieve adjusted ROIC performance at target, then our executive officers would receive 50% of the targeted shares. Similarly, if we achieve 166.7% of non-GAAP diluted EPS Formula target and achieve adjusted ROIC performance at target, then our executive officers would receive 200% of the targeted shares. Executive officers were granted 100% of the target award with the ability to receive up to 200% of the target award if goals are exceeded. If the minimum performance threshold is not met, however, then the portion of the granted award will be fully forfeited. For fiscal year 2024 for the LTI Program, based upon the per share price on the first business day of fiscal year 2024 (December 1, 2023) of $98.72, the executive officers were granted performance-based RSUs as follows:

  27. Objectives and Philosophy of Our Compensation Program

    | Name | PRSUs vesting at 75% of target performance (represents 50% of target award) (#) | PRSUs at 75% target performance (represents 50% of target award) ($) | PRSUs vesting at 100% target performance (#) | PRSUs at 100% target performance ($) | PRSUs vesting at 200% target performance (#) | PRSUs at maximum award of 200% of target award ($) | | Patrick Zammit | 4,811 | 474,942 | 9,623 | 949,983 | 19,246 | 1,899,965 | | Richard Hume(1) | — | — | — | — | — | — | | Marshall Witt | 2,431 | 239,988 | 4,862 | 479,977 | 9,724 | 959,953 | | Dennis Polk | 2,532 | 249,959 | 5,064 | 499,918 | 10,128 | 999,836 | | Michael Urban(1) | — | — | — | — | — | — | | David Vetter | 1,849 | 182,533 | 3,699 | 365,165 | 7,398 | 730,331 | | Simon Leung | 1,019 | 100,596 | 2,038 | 201,191 | 4,076 | 402,383 |

  28. Objectives and Philosophy of Our Compensation Program

    (1)Mr. Hume and Mr. Urban did not receive PRSUs in fiscal year 2024. Generally, the vesting of the LTI awards is contingent upon the NEO remaining employed by us on the date of vesting. In considering the appropriate performance metric for the LTI awards for fiscal year 2024, 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. These performance metrics are determined each year by considering actual performance as well as growth rates based on business expectations. Our non-GAAP diluted EPS for the three-year performance period ended November 30, 2024 was $34.88, and our adjusted ROIC for the three-year performance period ended November 30, 2024 was 10.28%. Therefore, for the fiscal 2022 LTI grant with the performance period ended November 30, 2024, the performance-based RSUs settled and vested based upon achievement of performance goals as follows:

  29. Objectives and Philosophy of Our Compensation Program

    | Name | RSUs at 100% target performance (#) | LTIs at 100% target performance(1) ($) | Achievement of target (%) | RSUs vesting upon achievement of performance goals (#) | | Patrick Zammit | 4,322 | 446,333 | 92 | 3,970 | | Marshall Witt | 2,066 | 213,356 | 92 | 1,897 | | David Vetter | 3,538 | 365,369 | 92 | 3,250 | | Simon Leung | 1,281 | 132,289 | 92 | 1,176 |

  30. Objectives and Philosophy of Our Compensation Program

    (1)Based on closing stock price on December 1, 2021 for the fiscal 2022 LTI grant of $103.27 and on the closing stock price on December 1, 2022 for the fiscal year 2023 LTI grant of $102.80 as applicable. (2)Mr. Hume’s fiscal year 2023 LTI grant was fully vested at target as of his retirement date. Mr. Hume did not receive a fiscal year 2022 LTI grant. (3)Mr. Urban’s fiscal year 2022 LTI grant and fiscal year 2023 grants were vested at target, prorated based on time served from the beginning of the respective performance period through his separation date. 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 PRSU 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. In consideration of Mr. Hume’s performance as President and Chief Executive Officer, since the merger of SYNNEX Corporation and Tech Data Corporation on September 1, 2021 and related integration of the two companies through the current fiscal year, as well as Mr. Hume’s additional efforts related to the transition of the Chief Executive Officer role to Mr. Zammit, the Compensation Committee on July 15, 2024 revised certain aspects of Mr. Hume’s compensation upon retirement. The revisions included acceleration of the full vesting of his restricted stock unit and stock option awards to his retirement date, assuming the performance of the Company at target for the vesting of the performance-based restricted stock unit awards and extension of the exercise period of outstanding stock options to three years following his retirement date. In consideration of Mr. Urban’s efforts related to the transition of his role and performance through the current fiscal year, the Compensation Committee approved, in connection with his resignation and his execution and ongoing compliance with the Company's customary release of claims, the accelerated vesting of outstanding unvested restricted stock, restricted stock unit and stock option awards at his separation date, assuming the performance of the Company at target for the vesting of the performance-based restricted stock unit awards prorated based on time served from the beginning of the respective performance period through his separation date, and extension of the exercise period of outstanding stock options to one year following his separation date. Stock Ownership Guidelines. To further ensure that the long-term interests of executive officers are closely aligned with those of stockholders, we request that all 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. 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. Performance-based RSUs are not included in the calculation for any executive officer. 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 available to our executive officers include medical, dental and life insurance, as well as, for U.S.-based executive officers, 401(k) plan and Employee Stock Purchase Plan (“ESPP”). 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 (Former Chief Operating Officer and Former President, Europe and APJ). Patrick Zammit is our President and Chief Executive Officer and has served in this capacity since September 1, 2024. He previously served as our Chief Operating Officer from January 2024 to August 2024 and as our President, Europe and APJ from September 2021 to December 2023. In connection with Mr. Zammit’s transition to his role as President and Chief Executive Officer, he was provided with a base salary of $1,000,000 as of November 30, 2024 and he received a bonus of $1,163,315 under the MIP for the twelve months ended November 30, 2024. Mr. Zammit also received a grant of 29,762 RSUs, and a grant of 9,623 PRSUs. Some of the primary factors affecting Mr. Zammit’s compensation include, among other things, our performance toward our pre-established financial goals, comparative compensation of competitor companies, his responsibility for the strategy of our Company, and his overall leadership of our Company. Former President and Chief Executive Officer. Richard Hume was our President and Chief Executive Officer from September 2021 to August 2024. Mr. Hume’s base salary was $1,056,000 as of the end of his tenure as CEO. Mr. Hume also received a bonus of $1,897,049 under the MIP and payment of a special bonus in the amount of $1,500,000 in light of the succession planning process. Due to his retirement from the company, Mr. Hume did not receive RSAs or RSUs in fiscal 2024. Some of the primary factors affecting Mr. Hume’s compensation include, among other things, our combined company performance during fiscal year 2024 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 $711,000 as of November 30, 2024. For fiscal year 2024, Mr. Witt also received a bonus of $770,862 under the MIP, a RSA of 10,083 shares, and a grant of 4,862 PRSUs. Some of the primary factors affecting Mr. Witt’s compensation include, among other things, our performance toward our pre-established financial goals, his leadership in achieving our strategic objectives, and his overall leadership of the worldwide finance organization.

  31. Objectives and Philosophy of Our Compensation Program

    | 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 ($) | | Patrick Zammit President and Chief Executive Officer(6) | 2024 | 732,949 | — | 4,497,059 | — | 1,163,315 | 264,535(7) | 6,657,858 | | | 2023 | 539,338 | — | 1,317,386 | — | 572,507 | 193,786 | 2,623,017 | | | 2022 | 530,062 | — | 1,520,432 | — | 613,875 | 194,516 | 2,858,885 | | Richard Hume Former President and Chief Executive Officer(8) | 2024 | 758,769(8) | 1,500,000 | 2,304,154(9) | 1,816,445(9) | 1,897,049 | 50,616(10) | 8,327,033 | | | 2023 | 990,277 | — | 5,759,614 | — | 2,486,400 | 18,343 | 9,254,634 | | | 2022 | 960,000 | — | 2,249,948 | 2,099,993 | 2,179,104 | 9,150 | 7,498,195 | | Marshall Witt Chief Financial Officer | 2024 | 641,377 | — | 1,682,532 | — | 770,862 | 49,550(11) | 3,144,321 | | | 2023 | 565,773 | — | 1,170,977 | — | 730,380 | 46,092 | 2,513,222 | | | 2022 | 512,500 | 139,599 | 962,272 | — | 697,994 | 35,111 | 2,347,476 | | Dennis Polk Hyve Solutions Executive(12) | 2024 | 803,077 | — | 2,402,597 | — | 1,600,000 | 44,366(13) | 4,850,040 | | | 2023 | 803,077 | — | 699,929 | — | 1,600,000 | 48,716 | 3,151,722 | | | 2022 | 743,125 | — | 1,033,226 | 333,314 | 1,974,813 | 113,573 | 4,198,051 | | Michael Urban Former President, Americas(14) | 2024 | 402,056(14) | 27,000 | 1,102,511(15) | 325,589(15) | 703,699 | 312,952(16) | 2,873,807 | | | 2023 | 689,418 | — | 1,269,551 | — | 978,223 | 43,661 | 2,980,853 | | | 2022 | 562,692 | 330,000 | 1,207,061 | — | 1,011,297 | 31,699 | 3,142,749 | | David Vetter Chief Legal Officer | 2024 | 623,514 | — | 1,267,080 | — | 509,843 | 21,500(17) | 2,421,937 | | Simon Leung Chief Business Officer | 2024 | 367,857 | — | 592,268 | — | 348,617 | 26,922(18) | 1,335,664 |

  32. Objectives and Philosophy of Our Compensation Program

    | Pay vs Performance |